Genuine Parts (GPC) 10-K risk factor changes: FY2021 vs FY2020

The impact of the COVID-19 pandemic has significantly impacted worldwide economic conditions, and our operations and our financial results have been and [removed: will] [added: may] in the future be materially [removed: adversely] impacted, and the duration and extent to which it will impact our business remains uncertain.

The extent to which the COVID-19 pandemic impacts the Company will depend on numerous factors and future developments that we cannot predict, including the severity of the virus; the occurrence of additional waves or spikes in infection [removed: rates;] [added: rates, including due to] the [added: emergence and spread of variants; the] duration of the outbreak; governmental, business or other actions taken in response to the pandemic and the efficacy of these actions, including partial or complete shut downs, travel restrictions, and stay-at-home orders among other actions; the [added: timing, distribution,] effectiveness and [removed: distribution] [added: public acceptance] of COVID-19 vaccines; and impacts on our supply chain, our ability to keep operating locations open, and on customer demand.

Additional adverse changes [added: and volatility] in economic conditions as a result of the pandemic may also lead to increased credit concerns and challenges to recover accounts receivable, reduced liquidity, adverse impacts on our suppliers and customers, including on their abilities to continue to operate as a going concern.

[removed: Further, the] [added: The] Company and management [removed: are focused] [added: continue to focus] on mitigating the impact of the COVID-19 pandemic, which has required and will continue to require, a large investment of time and [removed: resources and may delay other strategic initiatives.][added: resources.]

The pandemic could also amplify other risks and uncertainties described in [removed: our 2019] [added: this 2021] Annual Report on Form 10-K.

Since the beginning of the COVID-19 pandemic, we have experienced supply chain disruptions, particularly with regard to [added: global] labor shortages [removed: in the U.S.] and inventory sourced from [removed: China.][added: outside the U.S. These disruptions have not had a material impact on our business to date, but we cannot provide any assurance that these or new supply chain disruptions will not materially or adversely impact our business, financial condition and results of operations in the future]

We have implemented numerous initiatives in each of our business segments to grow sales and earnings, including the introduction of new and expanded product lines, strategic [removed: acquisitions,] [added: acquisitions such as the recent acquisition of Kaman Distribution Group,] geographic expansion (including through acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives.

- our ability to continue to grow through acquisitions and successfully integrate acquired [removed: businesses] [added: businesses, including Kaman Distribution Group,] in our existing operations, including in particular the challenges associated with the integration of foreign operations to ensure the adequacy of internal controls;

- volatility in oil prices, which could have a negative impact on the global economy and the economy of each of the nations in which we operate, in particular; [added: and]

- the adequacy of our disclosure controls and procedures and internal controls over financial [removed: reporting; and][added: reporting.]

- the economy of each of the nations in which we operate in general, including the monetary policies of the Federal Reserve, which are influenced by various factors, including inflation, unemployment and short-term and long-term changes in the international trade balance and the fiscal policies of the U.S. [removed: government.][added: government;]

For each of our acquisitions, we need to successfully integrate the target company’s products, services, associates and systems into our business [added: operations.]

For instance, the United States imposed Section 232 tariffs on many imported products of steel and aluminum in March 2018 and expanded the tariffs to additional derivative products of steel and aluminum effective [removed: February 8, 2020.]

Uncertainty and/or deterioration in general macro-economic conditions domestically and globally, including [removed: unemployment,] inflation or deflation, [added: employment rates and wages,] changes in tax policies, changes in energy costs, uncertain credit markets, or other economic conditions, could have a negative impact on our business, financial condition, results of operations and cash flows.

Our business and operating results have been and may in the future be adversely affected by uncertain global economic conditions, including [added: inflation or deflation,] domestic outputs, political uncertainty and unrest, employment [removed: rates, inflation or deflation,] [added: rates and wages, including increases in minimum wage,] changes in tax policies, [added: changes in energy costs,] instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, interest rates, volatile exchange rates, and other challenges that could affect the global economy.

It is not possible to predict whether banks will continue to provide LIBOR submissions to the administrator of LIBOR, whether LIBOR rates will cease to be published or supported [removed: before or] after 2021 or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.

We may also incur costs to re-form existing derivative contracts and other financial instruments to which we are a party to address these [added: differences in performance relative to LIBOR or relative to adjustments made in other loans, derivative contracts or financial instruments where we are a party.]

If we fail to comply with existing or future laws or regulations, we may be subject to governmental or judicial fines or sanctions, while incurring substantial legal fees [removed: and costs.]

Our business faces increasing scrutiny related to environmental, social and governance activities and disclosures and risk of damage to our reputation and the value of our brands if we fail to act responsibly in a number of areas, such as environmental stewardship, supply chain management, climate change, [removed: diversity] [added: diversity, equity] and inclusion, workplace conduct, human rights, philanthropy and support for local communities.

Any harm to our reputation could impact employee engagement and retention and the willingness of [added: customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows.]

You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K.

The considerations and

risks that follow are organized within relevant headings but may be relevant to other headings as well.

In addition, the material risks and uncertainties described below does not indicate that the risk has not already materialized.

The COVID-19 pandemic continues to impact various aspects of our business, and the long-term impact to our business remains unknown.

While we have added safety measures to protect our employees and customers, continued business disruption caused by COVID-19 may require further significant actions to mitigate the impact, including but not limited to, reductions in store hours and store closings as well as ongoing increases in expenses.

Conversely, if the unprecedented levels of customer demand we have experienced during the pandemic revert or subside, we may be unable to reduce expenses or otherwise react quickly and effectively to such changes.

- the weather, as milder weather conditions may lower the failure rates of automotive parts, while extended periods of rain and winter precipitation may cause our customers to defer maintenance and repair on their vehicles; extremely hot or cold conditions may enhance demand for our products due to increased failure

rates of our customers’ automotive parts, and global warming trends and other significant climate changes can create more variability in the short term or lead to other weather conditions that could impact our business;

To date, we have not experienced a material breach of cyber-security; however, our computer systems have been, and will likely continue to be, subjected to unauthorized access or phishing attempts, computer viruses, malware, ransomware or other malicious codes.

In particular, in connection with the COVID-19 pandemic, there has been a spike in cyber-security attacks as shelter in place orders and work from home measures have led businesses to increase reliance on virtual environments and communications systems, which have been subjected to increasing third-party vulnerabilities and security risks.

February 8, 2020.

For example, significant increases in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new federal or state incentive programs that may be imposed on vehicles and automobile fuels could adversely affect demand for the products we sell.

We may not be able to accurately predict, prepare for and respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions.

In particular, on July 8, 2021, the Washington Supreme Court overturned the order of the Washington Court of Appeals and reinstated the trial court's damage award of $77.1 million against the Company.

The damage award and statutory interest was fully paid as of December 31, 2021.

Refer to the commitments and contingencies footnote in the Notes to the Consolidated Financial Statements for more information.

and costs.

COVID-19, a novel strain of coronavirus, was reported in December 2019, with the World Health Organization declaring it a global pandemic on March 11, 2020.

The COVID-19 pandemic has created significant volatility, uncertainty and disruption, with severe impacts on the United States and global economies.

The COVID-19 pandemic has impacted a large portion of the world, including our domestic and international operations.

If the pandemic continues to create disruptions or turmoil in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms or at all, meet our liquidity needs or amend and/or refinance our existing credit arrangements.

As the pandemic continues to spread throughout the United States, consumer fears about COVID-19 continue and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine have persisted and/or increased, which has and will continue to adversely affect our operations.

We have incurred and continue to incur additional costs related to efforts to protect the health and well-being of our team members, customers and the communities we serve.

We expect to continue to incur additional costs, which may be significant, as we continue to implement operational changes in response to this pandemic.

We may further restrict the operations of our various distribution centers, branches or store facilities in both of our segments if we deem such action necessary or appropriate or if recommended or mandated by local government authorities.

Additionally, we may incur significant incremental costs to ensure we meet the needs of our customers and our employees, including additional cleanings of our stores and other facilities.

Also, if we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate or appropriate for a particular region or the Company as a whole, we could suffer damage to our reputation and our brand, which could adversely affect our business in the future.

These items could have a further material impact on our sales and profits and could lead to significantly higher losses on outstanding customer receivables, guaranteed loans and asset impairment charges, among other things.

The COVID-19 pandemic has resulted in work and travel restrictions and delays, which have been expanded throughout the continued progression of the pandemic.

These restrictions and delays have impacted and may continue to impact suppliers and manufacturers of certain of our products.

This may make it difficult for our suppliers to source and manufacture products in, and to export our products from, affected areas.

As a result, we may continue to face delays or difficulty sourcing certain products.

These supply chain disruptions, as well as associated labor shortages within the supply chain, could cause inventory shortages, delays in order fulfillment and increased backlogs, and we may be unable to meet our customers’ expectations and requirements as result, which could negatively affect our business and financial results.

Even if we are able to find alternate sources for such products, they may cost more, which could adversely impact our profitability and financial condition.

Additionally, many of our employees are working remotely and may continue to do so for an extended period.

An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to our ability to manage our business, cyber-security and data security risks, the potential vulnerabilities to our financial reporting systems and our internal control environment and the effectiveness of our internal controls over financial reporting.

These disruptions have not had a material impact on our business to date, but we cannot provide any assurance that these or new supply chain disruptions will not materially or adversely impact our business, financial condition and results of operations in the future

operations.

differences in performance relative to LIBOR or relative to adjustments made in other loans, derivative contracts or financial instruments where we are a party.

The U.K.'s exit from the European Union (“E.U.”) will continue to have uncertain effects and could adversely impact our business, results of operations and financial condition.

On January 31, 2020, the U.K. exited from the E.U. (commonly referred to as “Brexit”) and began a transition period that concluded on December 31, 2020.

Since the end of the transition, many companies operating in the U.K and E.U. have experienced greater restrictions on imports and exports, additional regulatory complexity in their cross-border operations and currency fluctuations.

The long-term effects of Brexit remain uncertain and may include these immediate impacts, among others.

While we have not experienced any material financial impact from Brexit on our business to date, we cannot predict its future implications and any future impacts on our business and operations.

There is uncertainty surrounding legal, regulatory and policy changes by a new presidential administration in the United States that may directly affect us and the global economy.

We face regulatory and tax uncertainties on account of the 2020 U.S. presidential election.

The new presidential administration is continuing to articulate its fiscal and legislative priorities for the next several years, however, the administration has indicated a desire to reform various aspects of existing trade and tax laws and to increase the federal minimum wage to at least $15 per hour.

The nature, timing and economic and political effects of any potential change to the current legal and regulatory framework affecting us remains highly uncertain.

Changes and uncertainty surrounding our operating environment, including U.S. labor laws, trade policies and practices, tariffs or taxes in particular, could adversely affect our business, financial condition, results of operations and growth prospects.

customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows.

The [removed: results of operations, financial position and cash flows for the] Business Products Group [removed: are] [added: is] reported as discontinued operations [added: in our consolidated financial statements] for all periods presented.

As of December 31, [removed: 2020, substantially] [added: 2021,] all [added: our] operations are open for business.

Our supply chain partners have been very [removed: supportive,] [added: supportive and accommodating,] despite [removed: strain] [added: strains] on the supply chain [removed: with respect to] [added: caused by] labor [removed: shortages and certain] [added: shortages,] inventory shortages, delays in order fulfillment and increased [removed: backlogs, and they continue to do their part to help our service levels to our customers remain strong.][added: backlogs.]

Based on the length and severity of [removed: COVID-19,] [added: the pandemic,] we may experience continued volatility in customer demand and supply chain disruption.

We consider comparable sales to be a key business metric because management has evaluated its results of operations using this metric and we believe that this key indicator provides additional perspective and insights when analyzing the operating performance of [removed: the Company] [added: our business] from period to period and trends in its historical operating results.

Comparable sales [removed: refers] [added: is a key metric that refer] to period-over-period comparisons of our net sales excluding the impact of acquisitions, [removed: divestitures and] [added: divestitures,] foreign [removed: currency.][added: currency and other.]

[removed: The Company considers] [added: We consider] this metric useful to investors because it provides greater transparency into management’s view and assessment of [removed: the Company’s] [added: our] core ongoing operations.

In [removed: 2020,] [added: 2021,] the Company conducted business in North America, Europe and Australasia from [removed: approximately 10,000] [added: more than 10,300] locations.

The Company's Automotive Parts Group operated in the U.S., Canada, France, the [removed: UK,] [added: U.K., Ireland,] Germany, Poland, the Netherlands, Belgium, Australia and New Zealand in [removed: 2020,] [added: 2021,] and accounted for 66% of total revenues for the year.

The Industrial Parts Group operated in the U.S., Canada, Mexico, Australia, New Zealand, Indonesia and Singapore, and accounted for 34% of the Company's total revenues [removed: in 2020.][added: for the year.]

At Genuine Parts Company, our mission is to be a world-class service organization and the employer of choice, supplier of choice, valued [removed: customer, good corporate citizen] [added: customer of choice] and investment of choice.

Our strategic financial objectives include: (1) top line revenue growth [added: in excess of market growth;] (2) improved operating [removed: margin,] [added: margin;] (3) strong balance sheet and cash [removed: flow] [added: flows;] and (4) effective capital allocation.

The Company's strategy for [removed: top line] [added: top-line] revenue growth includes a combination of organic and acquisitive initiatives designed to outpace the industry, improve the market share in each of our business segments and position the Company for sustained long-term growth.

In [removed: October of 2019, the Company approved and began to implement] [added: 2020, we took] certain restructuring actions across its subsidiaries [removed: primarily targeted at simplifying organizational structures] [added: to simplify our cost structure] and distribution networks (the "2019 Cost Savings Plan").

[removed: In accordance with our 2019 Cost Savings Plan, we] [added: We] recognized permanent expense reductions of $150 million driven by transformative reductions in payroll and facility [removed: costs for the year ended December 31, 2020.][added: costs.]

The Company is focused on maintaining a strong balance sheet and generating strong cash [removed: flows] [added: flow] to support our growth initiatives.

In [removed: 2020,] [added: 2021,] we used cash for [removed: key] investments in the form of [removed: essential] capital expenditures and [removed: small,] bolt-on acquisitions, [removed: as well as the return of] [added: while also returning] capital to our shareholders [removed: via] [added: through] cash dividends and [removed: opportunistic] share repurchases.

We plan to continue to support the dividend, which we have increased for [removed: 64] [added: 65] consecutive years through [removed: 2020.][added: 2021.]

Our results of operations are summarized below for the years ended December 31, [removed: 2020, 2019] [added: 2021] and [removed: 2018.][added: 2020.]

| | | | | | | [removed: Year] [added: Year] Ended December [removed: 31, | | | | | |] [added: 31,] | | | | | | | | |

| [removed: (In] [added: (In] thousands, except per share [removed: data) | | | | | | 2020] [added: data)] | | | | | | [removed: 2019] [added: 2021] | | | | | | [removed: 2018] [added: 2020] | | |

| Net sales | | | | | | $ | [removed: 16,537,433 | | | | | $ | 17,522,234] [added: 18,870,510] | | | | | $ | [removed: 16,831,605] [added: 16,537,433] | |

| Net income from continuing operations | | | | | | $ | [removed: 163,395 | | | | | $ | 646,475] [added: 898,790] | | | | | $ | [removed: 749,534] [added: 163,395] | |

| Diluted net income from continuing operations per common share | | | | | | $ | [removed: 1.13 | | | | | $ | 4.42] [added: 6.23] | | | | | $ | [removed: 5.09] [added: 1.13] | |

Consolidated net sales for the year ended December 31, [removed: 2020] [added: 2021] totaled [removed: $16.5] [added: $18.9] billion, [removed: down 5.6%] [added: up 14.1%] from [removed: 2019.][added: 2020.]

The Company's comparable sales [removed: included] [added: growth reflects] both an increase in sales volume and product [removed: inflation.][added: inflation as compared to the year ended December 31, 2020.]

Net sales for the Automotive Group (“Automotive”) were [removed: $10.9] [added: $12.5] billion in [removed: 2020,] [added: 2021,] a [removed: 1.2% decrease] [added: 15.5% increase] from [removed: 2019.][added: 2020.]

Foreign currency translation was positively impacted by our automotive businesses [removed: in Europe.][added: across all regions.]

In [removed: 2020,] [added: 2021,] total Automotive revenues were [removed: down] [added: up] approximately [removed: 1.6%] [added: 14.3%] in the first quarter, [removed: down 10.1%] [added: up 28.1%] in the second quarter, up [removed: 6.0%] [added: 8.2%] in the third quarter and up [removed: 0.7%] [added: 13.1%] in the fourth quarter.

We remain optimistic that our Automotive sales trends will continue to show positive [removed: growth, but we are still operating in an environment of significant uncertainty due to] [added: growth as] the [removed: COVID-19 pandemic.][added: global markets fully recover.]

[removed: In our view, the underlying fundamentals in the automotive aftermarket, including] [added: Positive] trends related to the overall number and age of the vehicle [removed: population, as well as] [added: population and] the continued [removed: increase] [added: improvement] in miles [removed: driven,] [added: driven] remain supportive of sustained demand for automotive aftermarket maintenance and supply items across the markets we serve.

We expect these fundamentals and our ongoing sales initiatives to drive sales growth for the Automotive Group in [removed: 2021.][added: 2022.]

Net sales for the [removed: Automotive] [added: Industrial Parts] Group [added: (“Industrial”)] were [removed: $11.0] [added: $6.3] billion in [removed: 2019, a 4.4% increase] [added: 2021, up 11.4%] from [removed: 2018.][added: 2020.]

[added: In 2021, total] Industrial revenues were [removed: down] [added: up] approximately [removed: 7.7%] [added: 0.1%] in the first quarter of [removed: 2020, down 21.1%] [added: 2021, up 19.6%] in the second quarter, [removed: down 18.6%] [added: up 14.5%] in the third quarter and [removed: down 3.3%] [added: up 12.8%] in the fourth quarter.

We are confident in our growth plans for [removed: 2021,] [added: 2022,] both in North America and Australasia, and expect to [removed: experience a continued, gradual recovery] [added: see continued improvement] in [removed: the industrial economy amid the current COVID-19 environment.][added: our sales trends.]

Cost of goods sold was [removed: $10.9] [added: $12.2] billion in [removed: 2020,] [added: 2021,] a [removed: 6.7% decrease] [added: 12.4% increase] from [removed: $11.7] [added: $10.9] billion in [removed: 2019.][added: 2020.]

As a percentage of net sales, cost of goods sold was [removed: 65.8%] [added: 64.8%] in [removed: 2020,] [added: 2021,] decreasing from [removed: 66.6%] [added: 65.8%] of net sales in [removed: 2019.][added: 2020.]

The decrease in cost of goods sold [added: as a percentage of net sales] in [removed: 2020] [added: 2021] reflects the favorable impact of [added: increased supplier incentives,] business unit [removed: sales] [added: channel] and product mix [removed: shifts,] [added: shifts and] strategic category management initiatives in areas such as pricing and global [removed: sourcing, and the benefit of acquisitions and divestitures.][added: sourcing in 2021 compared to 2020.]

[removed: During the quarter ended December 31, 2020, the Company recorded] [added: *(8)Adjustment reflects] a $40 million increase to cost of goods sold due to the correction of an immaterial error related to the accounting in prior years for consideration received from [removed: vendors.][added: vendors.*]

Refer to the [removed: quarterly financial data] [added: goodwill and other intangible assets] footnote within the [removed: notes] [added: Notes] to the [removed: consolidated financial statements] [added: Consolidated Financial Statements] for additional information.

This section of this Form 10-K generally discusses 2021 and 2020 results and year-to-year comparisons between 2021 and 2020 results.

Discussions of 2019 results and year-to-year comparisons between 2020 and 2019 results are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

On June 30, 2020, the Company completed the divestiture of its Business Products Group which had previously been reported as a segment.

The COVID-19 pandemic continues to impact various aspects of our business, and the long-term impact to our business remains unknown.

During the year ended December 31, 2021, our business and results of operations continued to improve relative to the same period of 2020.

In particular, as widespread vaccine distribution continued, we have seen economic recovery in many of the markets where we operate and a significant uptick in consumer mobility.

However, all regions in which we operate continue to experience periodic surges in infection rates.

As a result, our business segments continue to face many uncertainties and our operations remain vulnerable to continuing negative effects caused by the pandemic.

However, we are encouraged to see the impact of the pandemic subsiding as evidenced by the improving industrial economy, increase in miles driven and overall consumer activity.

This has allowed us to continue to provide quality customer service.

Additionally, we strive to be a respected business community member and a good corporate citizen.

In 2021, each business segment experienced a year of strong recovery as pandemic related restrictions eased around the globe and markets reopened.

The economic recovery along with strong consumer demand and execution of our sales initiatives led to double-digit top-line growth for the year despite continued uncertainties with COVID-19.

Additionally, after limited merger and acquisition activity in 2020, we were active in 2021 with strategic bolt-on acquisitions that support the Company's ongoing growth initiatives, including our Industrial segment's $1.3 billion acquisition of Kaman Distribution Group in early 2022.

While we continue to face uncertainties in the business due to supply chain disruption, cost inflation and labor market constraints, we are encouraged by the current economic outlook and strong consumer demand trends.

We believe these factors and the positive impact of our ongoing strategic initiatives position us for continued sales growth in the upcoming year.

Additionally, we had approximately $300 million in temporary savings in response to the impact of COVID-19.

These actions led to improved segment margins in 2020 and permanently lowered our cost structure.

As business normalized in 2021, the temporary savings ended and we experienced cost increases in areas such as wages, freight and health insurance.

Despite these challenges, we improved segment margins 60 basis points by leveraging strong top-line growth, improving gross margins through pricing and sourcing actions and managing costs through ongoing strategic initiatives.

We believe continued execution of our strategic priorities in 2022 will further improve our margins.

Our working capital was a source of operating cash flow, and we improved our debt position and took advantage of favorable financing arrangements throughout the year.

In 2021, we generated $1.3 billion in cash from operations.

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| Gross profit | | | | | | $ | 6,634,136 | | | | | $ | 5,654,841 | |

The increase in net sales is due to a 10.5% comparable sales increase, the favorable impact of foreign currency and other of 2.1% and a 1.5% positive impact from acquisitions.

Higher sales volume was driven primarily by the increase in consumer activity associated with the reopening of our key markets and the execution of our strategic growth initiatives throughout the year.

Additionally, sales were positively impacted by price inflation of approximately 3% for the year ended December 31, 2021.

With our global growth initiatives and strong industry fundamentals, we believe we are well positioned for both near-term and sustainable long-term sales growth.

The increase in sales consists of an approximate 11.0% increase in comparable sales, a 2.5% favorable impact of currency translation and other and a 2.0% contribution from acquisitions.

All periods reflect a strong recovery from the decline in demand caused by COVID-19 in 2020.

The increase in sales reflects a 9.7% increase in comparable sales, a 1.3% favorable impact of currency translation and an approximate 0.4% contribution from acquisitions.

These quarterly results reflect the positive impact of key sales initiatives, the ongoing industrial recovery and broad increase in customer productivity, which correlate to the improvement in industrial indicators such as the Purchasing Managers Index and Industrial Production.

SG&A of $5.2 billion in 2021 increased by $0.8 billion, or approximately 17.7% from 2020.

The increase in SG&A as a percent of net sales primarily reflects a $77.4 million charge related to damages in connection with a 2017 automotive product liability claim and a $61.1 million loss on a software disposal.

In addition, we had the headwind of more than $300 million in temporary COVID-19 related cost savings in 2020.

The increase in SG&A was partially offset by the leveraging of expenses on strong sales and our initiatives to improve operational efficiencies and optimize the productivity of our distribution network.

Depreciation and amortization expense was $291.0 million in 2021, an increase of approximately $18.1 million, or 6.6%, from 2020, due to an increase in capital investments to improve our distribution facilities, streamline our supply chain and invest in technology solutions.

The provision for doubtful accounts was $17.7 million in 2021, a $5.8 million decrease from 2020, reflecting the improved financial health of our customers as our key markets recover from the COVID-19 pandemic.

Effective June 30, 2020, the Company completed the divestiture of its Business Products Group by selling Supply Source Enterprises, Inc. ("SSE") and S.P. Richards Company ("SPR") in separate transactions.

The Business Products Group was previously a reportable segment of the Company.

Further, as a result of the reclassification of the Business Products Group business to discontinued operations, the Company now has two segments: the Automotive Group and the Industrial Parts Group.

The COVID-19 outbreak, which was declared a pandemic by the World Health Organization (“WHO”) on March 11, 2020, continues to evolve rapidly.

Our deepest and sincere thoughts go out to all affected by COVID-19, as well as the dedicated healthcare workers and first responders who are on the front lines for all our citizens.

Overall, our business segments continue to face many uncertainties.

The Company's operations are vulnerable to the reduced economic activity caused by the COVID-19 outbreak.

Many governments put in place temporary social distancing and shelter-in-place mandates in late March and early April of 2020 and, as a result, our business segments experienced slowing sales trends as we entered the second quarter.

Beginning in the second half of 2020, sales generally improved as markets reopened and governments eased restrictions.

The extent to which the COVID-19 pandemic impacts the Company will depend on numerous factors and future developments that we cannot predict, including the severity of the virus; the occurrence of additional waves or spikes in infection rates; the duration of the outbreak; governmental, business or other actions taken in response to the pandemic and the efficacy of these actions, including partial or complete shutdowns, travel restrictions, and stay-at-home orders among other actions; the effectiveness and distribution of COVID-19 vaccines; and impacts on our supply chain, our ability to keep operating locations open, and on customer demand.

While the negative impact on our business operations cannot be reasonably estimated at this time, our teams are preparing for multiple scenarios to ensure we continue to protect our employees while also keeping our operations up and running to serve our customers.

During the first quarter of 2020 we created a dedicated COVID-19 taskforce and added enhanced protocols in response to COVID-19, including implementing many of the recommendations and requirements issued by the Centers for Disease Control and Prevention, WHO, and local, state and national health authorities, to protect our employees, customers, suppliers and communities.

In 2020, in response to the COVID-19 pandemic, our business segments faced tremendous challenges and uncertainties.

Governments put in place temporary social distancing and shelter-in-place mandates in late March and early April of 2020 causing reduced economic activity globally.

Additionally, we limited merger and acquisition activity to select “bolt-on” acquisitions to preserve financial flexibility.

As markets reopened and governments eased restrictions sales results began to improve in the third and fourth quarter of 2020.

Although, we still face many uncertainties, we are encouraged by the current economic outlook and believe our Company is well-positioned to drive positive sales growth in 2021.

Additionally, we experienced lower costs in areas such as freight and delivery and legal and professional for the year.

We also executed on a number of additional savings initiatives in response to the impact of COVID-19, which contributed approximately $300 million in incremental, temporary savings in 2020 related to furloughs, reduced travel and other initiatives.

These efforts produced improved segment margins in 2020 and we believe created a path for a more efficient and productive cost structure in the years ahead.

Our working capital was a source of operating cash flow.

We also focused on having ample liquidity and we improved our debt position by entering into a new revolving credit facility and issuing $500 million of the Company's unsecured senior notes.

Additionally, we entered into an accounts receivable sales agreement (the "A/R Sales Agreement").

We believe these measures further strengthen our liquidity position moving into 2021.

The Company generated $2.0 billion in cash from operations and also benefited from cash proceeds associated with the sale of certain non-core businesses in 2020.

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| Gross margin | | | | | | $ | 5,654,841 | | | | | $ | 5,859,683 | | | | | $ | 5,519,755 | |

The decline in net sales is due to a 5.6% comparable sales decrease attributable primarily to decreased demand caused by COVID-19 and a 3.3% negative impact from divestitures.

These items were partially offset by a 3.0% positive impact from acquisitions.

Additionally, the favorable impact of foreign currency and other partially offset the decline in total sales by 0.3%.

Consolidated net sales for the year ended December 31, 2019 totaled $17.5 billion, up 4.1% from 2018.

Net sales for 2019 included an approximate 5.1% contribution from acquisitions, net of store closures and an approximate 2.1% increase in core sales.

The Company's sale of certain non-core businesses determined to be slower-growth and lower-margin operations partially offset total sales by 1.6%.

Additionally, the unfavorable impact of foreign currency partially offset 2019 total sales by 1.5%.

The impact of product inflation varied by business segment in 2020, with prices flat in the Automotive segment and up 0.7% in our Industrial segment.

Due to the Company's global initiatives to grow revenues, we believe it is well positioned for sustainable long-term growth.

The decrease in sales consists of an approximate 4.4% decrease in comparable sales and a slight decrease related to divestitures.

This decrease was partially offset by a 2.7% contribution from acquisitions, and a 0.6% favorable impact of currency translation and other.

The positive growth in the second half of the year reflects a recovery from the decreased demand caused by COVID-19 in the first half of the year.

For the periods presented, the Company’s principal foreign currency exchange exposures are the Euro, the functional currency of our European operations; the Canadian dollar, the functional currency of our Canadian operations; and the Australian dollar, the [removed: functional currency of our Australasian operations.]

[added: Foreign currency exchange] exposure, particularly in regard to the [added: Australian and] Canadian [added: dollar,] and [removed: Australian dollar and,] to a lesser [removed: extent,] [added: extent] the Euro, [removed: negatively] [added: positively] impacted our results for the year ended December 31, [removed: 2019.][added: 2021.]

During [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] it was estimated that a 10% shift in exchange rates between those foreign functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $549] [added: $683] million and [removed: $508] [added: $549] million, respectively.

A 15% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $824 million] [added: $1.0 billion] in [removed: 2020] [added: 2021] and [removed: $763] [added: $824] million in [removed: 2019.][added: 2020.]

A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $1,099 million] [added: $1.4 billion] in [removed: 2020] [added: 2021] and [removed: $1,017 million] [added: $1.1 billion] in [removed: 2019.][added: 2020.]

Based on the Company's variable-rate debt and derivative instruments outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we estimate that a 100 basis point increase in interest rates would have [added: an immaterial impact in 2021 and would have] increased interest expense by $1.1 million in [removed: 2020 and $5.5 million in 2019.][added: 2020.]

However, [removed: these increases] [added: this increase] in interest expense would have been partially offset by the increases in interest income related to higher interest rates.

functional currency of our Australasian operations.

As of December 31, 2021, we primarily had fixed-rate debt.

Foreign currency exchange

Genuine Parts Company, [added: “GPC”,] a Georgia corporation incorporated on May 7, 1928, is a leading service organization engaged in the distribution of automotive and industrial replacement parts, each described in more detail below.

In [removed: 2020,] [added: 2021,] business was conducted from more than [removed: 10,000] [added: 10,300] locations throughout North America, Europe, Australia and New Zealand ("Australasia") [removed: via] [added: through] an offering of best in class operating and distribution efficiencies, industry leading coverage of consumable/replacement parts, outstanding just-in-time service and enhanced technology solutions.

As used in this report, the “Company” refers to [removed: Genuine Parts Company] [added: GPC] and its subsidiaries, except as otherwise indicated by the context; and the terms “automotive parts” and “industrial parts” refer to replacement parts in each respective category.

The Company makes available, free of charge through its website, access to the Company’s Annual Reports on Form 10-K, [removed: quarterly reports] [added: Quarterly Reports] on Form 10-Q, [removed: current reports] [added: Current Reports] on Form 8-K, proxy [removed: statements and other reports, and] [added: statements,] any amendments to these documents, [removed: as soon as reasonably practicable after such material is filed with or furnished to the Securities] and [removed: Exchange Commission (“SEC”).][added: other reports.]

Additionally, our corporate governance guidelines, codes of conduct and ethics, [removed: and] charters of the Audit Committee and the Compensation, Nominating and Governance Committee of our Board of Directors, [removed: as well as] [added: and] information regarding our procedure for shareholders and other interested parties to communicate with our Board of Directors, are available [added: also] on our website.

In Part III of this Form 10-K, we incorporate certain information by reference to our proxy statement for our [removed: 2021] [added: 2022] annual meeting of shareholders.

We expect to file [removed: that] [added: the] proxy statement with the SEC on or about March [removed: 2, 2021,] [added: 1, 2022,] and [removed: we will make] it [added: will be] available online at the same time at http://www.proxydocs.com/gpc.

The Automotive Parts Group [removed: distributes] [added: is the largest global] automotive parts [added: network, distributing automotive parts, accessories] and [removed: accessory] [added: service] items in North America, Europe and Australasia.

The Automotive Parts Group offers complete inventory, cataloging, marketing, training and other programs to the automotive aftermarket in each of these regions [removed: to] [added: which] distinguish [removed: itself] [added: this business] from the competition.

To complement its competitiveness in the automotive aftermarket, [removed: this] [added: the Automotive Parts] Group includes [removed: select] investments in [added: select] digital/e-commerce businesses across our operations.

The Company’s automotive [removed: parts] distribution [removed: centers distribute] [added: network provides access to hundreds of thousands of different] replacement parts (other than body parts) for substantially all motor vehicle makes and [removed: models in service in the U.S.,] [added: models,] including [removed: imported vehicles,] hybrid and electric vehicles, trucks, SUVs, buses, motorcycles, recreational vehicles and farm vehicles.

The Company’s inventories also include accessory items for [removed: such] vehicles and equipment, and supply items used by a wide variety of customers in the automotive aftermarket, such as repair shops, service stations, fleet operators, automobile and truck dealers, leasing companies, bus and truck lines, mass merchandisers, farms, [removed: industrial concerns] and individuals who perform their own maintenance and parts installation.

The [removed: Company's] [added: Company’s] automotive parts network was expanded in [removed: 2020 via] [added: 2021 with] the [removed: acquisition] [added: acquisitions] of various store groups and automotive operations in North America, Europe and Australasia.

The Company’s [removed: domestic] automotive operations have access to [removed: approximately 565,000] [added: more than 650,000] different parts and related supply items.

These items are purchased from hundreds of different suppliers, with approximately [removed: 48%] [added: 47%] of [removed: 2020] [added: 2021] automotive parts inventories purchased from 10 major suppliers.

[removed: Since 1931, the] [added: The] Company's [removed: domestic] [added: North American] operations have [removed: had] return privileges with most of its suppliers, which have protected the Company from inventory obsolescence.

The Company’s [removed: domestic] [added: 162 automotive parts] distribution centers serve [removed: the] [added: both] company-owned [removed: NAPA AUTO PARTS stores] and [removed: approximately 4,700] independently-owned [removed: NAPA AUTO PARTS] stores located throughout the [removed: U.S. NAPA AUTO PARTS stores, in turn, sell to a wide variety of customers] [added: geographic regions] in [removed: the automotive aftermarket.][added: which we operate.]

[removed: AAG, founded in 1989,] [added: Company,] is a leading [removed: European] distributor of vehicle parts, [removed: tools,] [added: tools] and workshop equipment with its primary operations in [removed: six countries in Europe.][added: seven European countries.]

Each [removed: item] [added: part] is cataloged and numbered for identification and accessibility.

Significant inventories are carried to provide for fast and frequent deliveries to [removed: customers.][added: customers whose orders are often filled and shipped the same day they are received.]

The majority of products [removed: are] distributed in North America [added: are] under the [removed: NAPA®] [added: NAPA] name, a mark licensed to the Company by NAPA, which is important to the sales and marketing of these products.

[removed: Traction sales also include] [added: Traction, the Company's heavy duty parts business in North America sells] products distributed under the HD Plus name, a proprietary line of automotive parts for [removed: the] heavy duty truck market.

In Australasia and Europe, products are distributed under several brand names, including many of the national brands, as well as the [removed: NAPA®] [added: NAPA] name.

Such services include fast and frequent delivery, parts cataloging (including the use of electronic NAPA AUTO PARTS catalogs) and stock [removed: adjustment] [added: adjustments] through a continuing parts classification system which, as initiated by the [removed: Company from time to time,] [added: Company,] allows [removed: independent retailers (“jobbers”)] [added: independently-owned stores] to return certain merchandise on a scheduled basis.

NAPA, which neither buys nor sells automotive parts, functions as a trade association [removed: whose sole member in 2020 owned and operated 52 distribution centers located throughout the U.S. NAPA] [added: that] develops marketing concepts and programs [removed: that may be used by] [added: for] its [removed: members which, at December 31, 2020, includes only the Company.][added: sole member.]

Generally, the Company is not required to purchase any specific quantity of parts so designated and it [removed: may, and does,] [added: may] purchase competitive lines from the same as well as other supply sources.

The Company is a [removed: party,] [added: party to,] together with the former members of NAPA, [removed: to] a consent decree entered by the Federal District Court in Detroit, Michigan, on May 4, 1954.

The Company competes with [added: other large automotive parts retail chains,] automobile manufacturers (some of which sell replacement parts for vehicles built by other manufacturers as well as those that they build themselves), automobile dealers, [removed: warehouse clubs] and [removed: large automotive parts retail chains.][added: warehouse clubs.]

In addition, the Company competes with the distributing outlets of parts manufacturers, [removed: oil companies,] mass merchandisers (including national retail [removed: chains),] [added: chains)] and [removed: with] other parts distributors and retailers, including online retailers.

Motion Asia Pacific, [removed: which was rebranded from the Inenco Group ("Inenco"),] also a wholly-owned subsidiary of the Company headquartered in Sydney, Australia, operates across Australasia.

Motion distributes industrial replacement parts and related supplies such as bearings, mechanical and electrical power transmission products, industrial automation and robotics, hose, hydraulic and pneumatic components, industrial and safety supplies and material handling products to [removed: MRO (maintenance,] [added: maintenance,] repair and [removed: operation)] [added: operation (“MRO”)] and [removed: OEM (original] [added: original] equipment [removed: manufacturer)] [added: manufacturer (“OEM”)] customers throughout the U.S., Canada and Mexico.

In [removed: 2020,] [added: 2021,] Motion served [removed: approximately] [added: more than] 170,000 [added: OEM and MRO] customers in all types of industries located throughout North [removed: America,] [added: America and Australasia,] including [removed: the] equipment and machinery, food and beverage, forest products, primary metals, pulp and paper, mining, automotive, oil and gas, petrochemical and pharmaceutical industries; as [removed: well as strategically targeted specialty industries such]

[added: well] as [added: strategically targeted specialty industries such as] power generation, alternative energy, government, transportation, [removed: ports,] [added: ports] and others.

Motion services all manufacturing and processing industries with access to a database of [removed: 10.4] [added: over 12] million parts.

Motion also provides a wide range of services and repairs such as: gearbox and fluid power assembly and repair, process pump assembly and repair, hydraulic drive shaft repair, electrical panel assembly and repair, hose and gasket manufacture and assembly, [removed: as well as] [added: and] many other value-added services.

[removed: *Distribution System.*] In North America, the Industrial Parts Group stocks [removed: and] [added: or] distributes more than [removed: 155,000] [added: 12 million] different items purchased from more than [removed: 750] [added: 45,000] different suppliers.

Approximately 50% of total industrial product purchases in [removed: 2020] [added: 2021] were made from [removed: 11 major] [added: our top 50 strategic] suppliers.

Sales are generated from the Industrial Parts Group’s facilities located in 49 [added: U.S.] states, Puerto Rico and nine provinces in Canada and Mexico.

In Australasia, the Industrial Parts Group operated a network of distribution centers and branches across Australia, New Zealand, Indonesia and Singapore as of December 31, [removed: 2020.][added: 2021.]

The nature of Motion's business demands the maintenance of adequate inventories and the ability to promptly meet [removed: demanding] [added: critical] delivery requirements.

These documents and reports are available under the Investor Relations section of the Company’s website as soon as reasonably practicable after such material is filed with or furnished to the Securities and Exchange Commission (“SEC”).

OUR PURPOSE & STRATEGY

As a global service organization engaged in the distribution of automotive and industrial replacement parts...we keep the world moving!

This is our purpose and foundation for how we do business.

At GPC, our mission is to be a world-class service organization and the employer of choice, supplier of choice, valued customer of choice and investment of choice.

Additionally, we strive to be a respected business community member and a good corporate citizen.

In order to execute this mission, the Company aligns its resources with strategic areas of focus for its streamlined operations.

Specifically, the Company focuses on its market-leading automotive and industrial businesses in North America, Europe and Australasia to deliver profitable growth, operational efficiencies and strong cash flow.

We have strategic initiatives designed to build on our current competitive advantages.

We believe our primary competitive advantages are our: (1) global presence and brand strength; (2) best-in-class operating and distribution efficiencies; and (3) enhanced technology solutions.

Our strategic financial objectives are intended to complement our mission and drive value for all our stakeholders.

These financial objectives include: (1) top line revenue growth in excess of market growth; (2) improved operating margin; (3) a strong balance sheet and cash flows; and (4) effective capital allocation.

Our strategy is designed to position the Company for long-term growth and enhance shareholder value.

OUR SEGMENTS

In North America, the Automotive Parts Group sells parts primarily under the National Automotive Parts Association ("NAPA") brand name through distribution centers and automotive parts stores (“auto parts stores” or “NAPA AUTO PARTS stores”).

In Europe, Alliance Automotive Group (“AAG”), a wholly-owned subsidiary of the

AAG is rolling out the NAPA brand of products and currently serves its customers under a variety of banners, including Groupauto, Precisium Group, Pièces Auto, UAN, Alliance Automotive Group Germany and PartsPoint.

In Australasia, the Automotive Parts Group serves the market primarily under the Repco and NAPA brand names.

The Company’s global automotive network sells to customers in both commercial do-it-for-me (“DIFM”) and retail do-it-yourself (“DIY”) segments of the market and covers substantially all global motor vehicle models.

DIFM customers include local, regional and national repair centers, auto dealers, service stations and both private and public sector accounts.

DIY customers are primarily served over-the-counter at our global stores or digitally.

DIFM and DIY customers account for approximately 80% and 20% of the Automotive Parts Group’s total sales, respectively.

*Distribution System.* The following table details the breakdown of our automotive distribution network including our distribution centers, company-owned and independently-owned automotive parts stores by geographic region as of December 31, 2021.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | North America | | | | | | Europe | | | | | | Australasia | | | | | | Total | | |

| Distribution centers | | | | | | 77 | | | | | | 72 | | | | | | 13 | | | | | | 162 | | |

| Company-owned stores | | | | | | 1,535 | | | | | | 675 | | | | | | 517 | | | | | | 2,727 | | |

| Independently-owned stores | | | | | | 5,119 | | | | | | 1,648 | | | | | | — | | | | | | 6,767 | | |

| Total locations | | | | | | 6,731 | | | | | | 2,395 | | | | | | 530 | | | | | | 9,656 | | |

The mix of company-owned stores versus independently-owned stores in a given market varies based on several factors including our overall market strategy, the ability to access desirable local retail space, the complexity, profitability and expected ultimate size of the market and our ability to provide operational support within a geographic region.

In our Australasian operations, the Company goes to market with a company-owned store model.

Independently-owned stores purchase inventory from company-operated distribution centers.

These independently-owned stores are responsible for operating and managing their business, including operating costs and capital expenditures.

The Company does not receive a royalty or franchise fee from independently-owned stores.

Both types of automotive parts stores, in turn, sell to a wide variety of customers in the automotive aftermarket.

*Products*.

*Distribution System.* The following table details the breakdown of industrial parts distribution centers, branches and service centers by geographic region as of December 31, 2021:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

For financial information regarding segments as well as our geographic areas of operation, refer to the segment data footnote in the Notes to Consolidated Financial Statements.

BUSINESS PRODUCTS GROUP

We previously reported the results of our Business Products Group as a segment.

The Business Products Group was engaged in the wholesale distribution of a broad line of office and other business-related products through a diverse customer base of resellers for use in businesses, schools, offices, and other institutions.

Business products fall into the general categories of office furniture, technology products, general office, school supplies, cleaning, janitorial and break room supplies, safety and security items, healthcare products and disposable food service products.

As further described in the acquisitions, divestitures and discontinued operations footnote in the Notes to Consolidated Financial Statements, effective June 30, 2020, the Company completed the divestiture of its Business Products Group by selling Supply Source Enterprises, Inc. ("SSE") and S.P. Richards Company ("SPR") in separate transactions.

The results of operations, financial position and cash flows for the Business Products Group are reported as discontinued operations for all periods presented.

The Company maintains an immaterial investment in SPR, which is included within other assets on the consolidated balance sheet.

As a result of the reclassification of the Business Products Group business to discontinued operations, we now have two segments: the Automotive Parts Group and the Industrial Parts Group.

Our description and discussion within this "Item 1.

Business" reflect the continuing operations, unless otherwise noted.

Our segments are further detailed in the segment data footnote in the Notes to Consolidated Financial Statements.

During 2020, the Company’s Automotive Parts Group included National Automotive Parts Association ("NAPA") automotive parts distribution centers and automotive parts stores (“auto parts stores” or “NAPA AUTO PARTS stores”) owned and operated in the United States ("U.S.") by the Company and its U.S. Automotive Group; NAPA and Traction automotive parts distribution centers and auto parts stores in the U.S. and Canada owned and operated by the Company and NAPA Canada/UAP Inc. (“NAPA Canada/UAP”), a wholly-owned subsidiary of the Company; auto parts stores and distribution centers in the U.S. operated by corporations in which the Company owned either a noncontrolling or controlling interest; auto parts stores in Canada operated by corporations in which NAPA Canada/UAP owns a 50% interest; Repco and other automotive parts distribution centers, branches and auto parts stores in Australasia owned and operated by GPC Asia Pacific, a wholly-owned subsidiary of the Company; automotive parts distribution centers and auto parts stores in Europe, owned and operated by Alliance Automotive Group (“AAG”), a wholly-owned subsidiary of the Company.

*Distribution System.* In 2020, the Company's U.S. Automotive Group operated 52 domestic NAPA automotive parts distribution centers located in 37 states and approximately 1,190 domestic company-owned NAPA AUTO PARTS stores located in 46 states.

The U.S. Automotive Group is supported by several operations that are integral to the NAPA supply chain.

In addition, this Group operates two TW Distribution heavy duty parts distribution centers which serve 22 company-owned Traction Heavy Duty parts stores located in eight states.

At December 31, 2020, the Company had either a noncontrolling, controlling (less than 100% owned) or other interest in seven corporations, which operated approximately 268 auto parts stores in 12 states.

Collectively, sales to these independent automotive parts stores account for approximately 60% of the Company’s total U.S. Automotive sales and 22% of the Company’s total sales.

NAPA Canada/UAP, founded in 1926, is a leader in the distribution and marketing of replacement parts and accessories for automobiles and trucks and is also a significant supplier to the mining and forestry industries in Canada.

NAPA Canada/UAP operates a network of eight NAPA automotive parts distribution centers, four heavy duty parts distribution centers, one fabrication/remanufacturing facility and one Altrom distribution center supplying 573 NAPA stores, 122 Traction wholesalers and 24 Altrom branches.

The NAPA stores and Traction wholesalers in Canada include 198 company-owned stores, 13 joint ventures and 21 progressive owners in which NAPA Canada/UAP owns a 50% interest and 463 independently owned stores.

NAPA and Traction operations supply bannered installers and independent installers in all provinces of Canada, as well as networks of service stations and repair shops operating under the banners of national accounts.

NAPA Canada/UAP is a licensee of the NAPA® name in Canada.

In Australia and New Zealand, GPC Asia Pacific, originally established in 1922, is a leading distributor of automotive replacement parts and accessories.

GPC Asia Pacific operates 12 distribution centers, 406 auto parts stores under the Repco banner, 112 auto parts stores under NAPA, Ashdown Ingram and other banners, and 18 locations associated with AMX/McLeod.

In France, AAG operates 17 distribution centers and serves 1,083 stores, of which 253 are company-owned, under the banners GROUPAUTO France, Precisium Group, Partner's, and GEF Auto.

In the United Kingdom ("U.K."), AAG operates 34 distribution centers and serves 818 stores, of which 220 are company-owned, under the banners GROUPAUTO UK & Ireland and UAN.

In Germany, AAG operates 11 distribution centers and 59 company-owned stores under the banner Alliance Automotive Group Germany.

In Poland, AAG serves 210 affiliated outlets under the banner GROUPAUTO Polska.

In the Netherlands and Belgium, AAG operates under the banner Alliance Automotive Group Benelux through a network of one national distribution center, 6 regional warehouses and 215 stores, of which 153 are company owned.

*Products.* The Company’s automotive distribution network provides access to hundreds of thousands of different parts and related supply items.

The majority of orders are filled and shipped the same day they are received.

It is not involved in the chain of distribution.

In Canada, industrial parts are distributed by Motion Industries (Canada), Inc. (“Motion Canada”).

The Mexican market is served by Motion Mexico S de RL de CV (“Motion Mexico”).

Additionally, Motion provides U.S. government agencies access to approximately 20,500 products and replacement parts through a Government Services Administration (“GSA”) schedule.

We are pleased to report

The Company also offers various internship and rotational programs.

In the year ended December 31, 2020, our senior leaders also participated in training and discussions around the creation of an inclusive workplace.

Information with respect to the Company's legal proceedings may be found in the Commitments and [removed: Contingencies, to] [added: Contingencies footnote in] the [added: Notes to] Consolidated Financial Statements in Item 8 of Part II, which is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $12.2] [added: $17.5] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 144,404,012] [added: 141,963,257] shares of the Company's common stock outstanding as of February [removed: 15, 2021.][added: 14, 2022.]

Specifically identified portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April [removed: 29, 2021] [added: 28, 2022] are incorporated by reference into Part III of this Form 10-K.

| [PART [removed: I](#ie0b82e630d9e4871bff7f39bb70f8177_10)] [added: I](#i8d52bc93d2974d609c528e7fc54024bd_10)] | | | | | | Page | | |

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| [Item [removed: 6.](#ie0b82e630d9e4871bff7f39bb70f8177_37)] [added: 6.](#i8d52bc93d2974d609c528e7fc54024bd_52)] | | | [Selected Financial [removed: Data](#ie0b82e630d9e4871bff7f39bb70f8177_37)] [added: Data](#i8d52bc93d2974d609c528e7fc54024bd_52)] | | | [removed: [16](#ie0b82e630d9e4871bff7f39bb70f8177_37)] [added: [18](#i8d52bc93d2974d609c528e7fc54024bd_52)] | | |

| [Item [removed: 7.](#ie0b82e630d9e4871bff7f39bb70f8177_40)] [added: 7.](#i8d52bc93d2974d609c528e7fc54024bd_55)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie0b82e630d9e4871bff7f39bb70f8177_40)] [added: Operations](#i8d52bc93d2974d609c528e7fc54024bd_55)] | | | [removed: [17](#ie0b82e630d9e4871bff7f39bb70f8177_40)] [added: [19](#i8d52bc93d2974d609c528e7fc54024bd_55)] | | |

| [Item [removed: 7A.](#ie0b82e630d9e4871bff7f39bb70f8177_61)] [added: 7A.](#i8d52bc93d2974d609c528e7fc54024bd_73)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie0b82e630d9e4871bff7f39bb70f8177_61)] [added: Risk](#i8d52bc93d2974d609c528e7fc54024bd_73)] | | | [removed: [29](#ie0b82e630d9e4871bff7f39bb70f8177_61)] [added: [30](#i8d52bc93d2974d609c528e7fc54024bd_73)] | | |

| [Item [removed: 8.](#ie0b82e630d9e4871bff7f39bb70f8177_64)] [added: 8.](#i8d52bc93d2974d609c528e7fc54024bd_76)] | | | [Financial Statements and Supplementary [removed: Data](#ie0b82e630d9e4871bff7f39bb70f8177_64)] [added: Data](#i8d52bc93d2974d609c528e7fc54024bd_76)] | | | [removed: [31](#ie0b82e630d9e4871bff7f39bb70f8177_64)] [added: [32](#i8d52bc93d2974d609c528e7fc54024bd_76)] | | |

| [Item [removed: 9.](#ie0b82e630d9e4871bff7f39bb70f8177_157)] [added: 9.](#i8d52bc93d2974d609c528e7fc54024bd_154)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ie0b82e630d9e4871bff7f39bb70f8177_157)] [added: Disclosure](#i8d52bc93d2974d609c528e7fc54024bd_154)] | | | [removed: [72](#ie0b82e630d9e4871bff7f39bb70f8177_157)] [added: [76](#i8d52bc93d2974d609c528e7fc54024bd_154)] | | |

| [Item [removed: 9A.](#ie0b82e630d9e4871bff7f39bb70f8177_160)] [added: 9A.](#i8d52bc93d2974d609c528e7fc54024bd_157)] | | | [Controls and [removed: Procedures](#ie0b82e630d9e4871bff7f39bb70f8177_160)] [added: Procedures](#i8d52bc93d2974d609c528e7fc54024bd_157)] | | | [removed: [72](#ie0b82e630d9e4871bff7f39bb70f8177_160)] [added: [76](#i8d52bc93d2974d609c528e7fc54024bd_157)] | | |

| [Item [removed: 9B.](#ie0b82e630d9e4871bff7f39bb70f8177_166)] [added: 9B.](#i8d52bc93d2974d609c528e7fc54024bd_163)] | | | [Other [removed: Information](#ie0b82e630d9e4871bff7f39bb70f8177_166)] [added: Information](#i8d52bc93d2974d609c528e7fc54024bd_163)] | | | [removed: [74](#ie0b82e630d9e4871bff7f39bb70f8177_166)] [added: [78](#i8d52bc93d2974d609c528e7fc54024bd_163)] | | |

| [Item [removed: 10.](#ie0b82e630d9e4871bff7f39bb70f8177_172)] [added: 10.](#i8d52bc93d2974d609c528e7fc54024bd_169)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie0b82e630d9e4871bff7f39bb70f8177_172)] [added: Governance](#i8d52bc93d2974d609c528e7fc54024bd_169)] | | | [removed: [75](#ie0b82e630d9e4871bff7f39bb70f8177_172)] [added: [79](#i8d52bc93d2974d609c528e7fc54024bd_169)] | | |

| [Item [removed: 11.](#ie0b82e630d9e4871bff7f39bb70f8177_175)] [added: 11.](#i8d52bc93d2974d609c528e7fc54024bd_172)] | | | [Executive [removed: Compensation](#ie0b82e630d9e4871bff7f39bb70f8177_175)] [added: Compensation](#i8d52bc93d2974d609c528e7fc54024bd_172)] | | | [removed: [76](#ie0b82e630d9e4871bff7f39bb70f8177_175)] [added: [80](#i8d52bc93d2974d609c528e7fc54024bd_172)] | | |

| [Item [removed: 12.](#ie0b82e630d9e4871bff7f39bb70f8177_178)] [added: 12.](#i8d52bc93d2974d609c528e7fc54024bd_175)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie0b82e630d9e4871bff7f39bb70f8177_178)] [added: Matters](#i8d52bc93d2974d609c528e7fc54024bd_175)] | | | [removed: [76](#ie0b82e630d9e4871bff7f39bb70f8177_178)] [added: [80](#i8d52bc93d2974d609c528e7fc54024bd_175)] | | |

| [Item [removed: 13.](#ie0b82e630d9e4871bff7f39bb70f8177_181)] [added: 13.](#i8d52bc93d2974d609c528e7fc54024bd_178)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie0b82e630d9e4871bff7f39bb70f8177_181)] [added: Independence](#i8d52bc93d2974d609c528e7fc54024bd_178)] | | | [removed: [76](#ie0b82e630d9e4871bff7f39bb70f8177_181)] [added: [80](#i8d52bc93d2974d609c528e7fc54024bd_178)] | | |

| [Item [removed: 14.](#ie0b82e630d9e4871bff7f39bb70f8177_184)] [added: 14.](#i8d52bc93d2974d609c528e7fc54024bd_181)] | | | [Principal Accounting Fees and [removed: Services](#ie0b82e630d9e4871bff7f39bb70f8177_184)] [added: Services](#i8d52bc93d2974d609c528e7fc54024bd_181)] | | | [removed: [76](#ie0b82e630d9e4871bff7f39bb70f8177_184)] [added: [80](#i8d52bc93d2974d609c528e7fc54024bd_181)] | | |

| [Item [removed: 15.](#ie0b82e630d9e4871bff7f39bb70f8177_190)] [added: 15.](#i8d52bc93d2974d609c528e7fc54024bd_187)] | | | [Exhibits and Financial Statement [removed: Schedules](#ie0b82e630d9e4871bff7f39bb70f8177_190)] [added: Schedules](#i8d52bc93d2974d609c528e7fc54024bd_187)] | | | [removed: [77](#ie0b82e630d9e4871bff7f39bb70f8177_190)] [added: [81](#i8d52bc93d2974d609c528e7fc54024bd_187)] | | |

| [Item [removed: 16.](#ie0b82e630d9e4871bff7f39bb70f8177_193)] [added: 16.](#i8d52bc93d2974d609c528e7fc54024bd_190)] | | | [Form 10-K [removed: Summary](#ie0b82e630d9e4871bff7f39bb70f8177_193)] [added: Summary](#i8d52bc93d2974d609c528e7fc54024bd_190)] | | | [removed: [80](#ie0b82e630d9e4871bff7f39bb70f8177_193)] [added: [85](#i8d52bc93d2974d609c528e7fc54024bd_190)] | | |

| [PART II](#i8d52bc93d2974d609c528e7fc54024bd_46) | | | | | | | | |

| [Item 9C.](#i8d52bc93d2974d609c528e7fc54024bd_1839) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i8d52bc93d2974d609c528e7fc54024bd_1839) | | | [78](#i8d52bc93d2974d609c528e7fc54024bd_1839) | | |

| [PART III](#i8d52bc93d2974d609c528e7fc54024bd_166) | | | | | | | | |

| [PART IV](#i8d52bc93d2974d609c528e7fc54024bd_184) | | | | | | | | |

| | | | [Signatures](#i8d52bc93d2974d609c528e7fc54024bd_193) | | | [86](#i8d52bc93d2974d609c528e7fc54024bd_193) | | |

| [PART II](#ie0b82e630d9e4871bff7f39bb70f8177_31) | | | | | | | | |

| [PART III](#ie0b82e630d9e4871bff7f39bb70f8177_169) | | | | | | | | |

| [PART IV](#ie0b82e630d9e4871bff7f39bb70f8177_187) | | | | | | | | |

| | | | [Signatures](#ie0b82e630d9e4871bff7f39bb70f8177_196) | | | [81](#ie0b82e630d9e4871bff7f39bb70f8177_196) | | |

The following table summarizes our company-owned distribution centers, retail [removed: stores and] [added: stores,] branches [added: and service centers] as of December 31, [removed: 2020:][added: 2021:]

| North America | | | [removed: 76] [added: 77] | | | | | | [removed: 1,440] [added: 1,535] | | |

| Total Automotive Parts | | | [removed: 163] [added: 162] | | | | | | [removed: 2,661] [added: 2,727] | | |

| North America | | | [removed: 16] [added: 15] | | | | | | [removed: 523] [added: 518] | | |

| Total Industrial Parts | | | 24 | | | | | | [removed: 693] [added: 668] | | |

We believe that our facilities [removed: on the] [added: as a] whole are in good condition, are adequately insured, are fully utilized and are suitable and adequate to conduct the business of our current operations.

| | | | Distribution Centers | | | | | | Other Locations | | |

| Europe | | | 72 | | | | | | 675 | | |

| Australasia | | | 13 | | | | | | 517 | | |

| Australasia | | | 9 | | | | | | 150 | | |

| Total | | | 186 | | | | | | 3,395 | | |

| | | | Distribution Centers | | | | | | Stores/Branches | | |

| Europe | | | 75 | | | | | | 685 | | |

| Australasia | | | 12 | | | | | | 536 | | |

| Australasia | | | 8 | | | | | | 170 | | |

| Total | | | 187 | | | | | | 3,354 | | |

Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on the Company’s common stock against the cumulative total shareholder return of the Standard and Poor’s ("S&P") 500 Stock Index and a peer group composite index (“Peer Index”) structured by the Company as set forth below for the five year period that commenced December 31, [removed: 2015] [added: 2016] and ended December 31, [removed: 2020.][added: 2021.]

This graph assumes that $100 was invested on December 31, [removed: 2015] [added: 2016] in Genuine Parts Company common stock, the S&P 500 Stock Index (the Company is a member of the S&P 500 Stock Index, and its cumulative total shareholder return went into calculating the S&P 500 Stock Index results set forth in the graph) and the peer group composite index as set forth below and assumes reinvestment of all dividends.

[removed: ][added: ]

| [removed: Cumulative] [added: Cumulative] Total Shareholder Return $ at Fiscal Year [removed: End] [added: End] | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

[removed: In constructing the Peer Index for use in the stock performance graph above, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market] capitalization at December 31, [removed: 2015] [added: 2016] and including reinvestment of dividends) that compete with the Company in its two industry segments: automotive parts and industrial parts (each group of companies included in the Peer Index as competing with the Company in a separate industry segment is hereinafter referred to as a “Peer Group”).

As of December 31, [removed: 2020,] [added: 2021,] there were [removed: 4,107] [added: 3,953] holders of record of the Company’s common stock.

The following table provides information about the purchases of shares of the Company’s common stock during the three month period ended December 31, [removed: 2020:][added: 2021:]

| [removed: Period] [added: Period] | | | | | | [removed: Total] [added: Total] Number of Shares [removed: Purchased(1)] [added: Purchased(1)] | | | | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(2)] [added: Programs(2)] | | | | | | [removed: Maximum] [added: Maximum] Number of Shares That May Yet be Purchased Under the Plans or [removed: Programs] [added: Programs] | | |

(1)Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock, the exercise of [removed: stock options] [added: share appreciation rights] and/or tax withholding obligations.

The authorization for these repurchase plans continues until all such shares have been repurchased or the repurchase [removed: plan] [added: program] is terminated by action of the Board of Directors.

Approximately [removed: 14.5] [added: 11.9] million shares authorized remain available to be repurchased by the Company.

There were no other repurchase plans announced as of December 31, [removed: 2020.][added: 2021.]

Dividend Information

The Company has paid a cash dividend to shareholders every year since going public in 1948 and increased the annual dividend for 65 consecutive years through 2021.

While we have historically paid dividends to holders of our common stock on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our Board of Directors.

| Genuine Parts Company | | | | | | $100.00 | | | | | | $102.45 | | | | | | $106.66 | | | | | | $121.65 | | | | | | $118.98 | | | | | | $170.60 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $121.83 | | | | | | $116.49 | | | | | | $153.18 | | | | | | $181.36 | | | | | | $233.43 | | |

| Peer Index | | | | | | $100.00 | | | | | | $119.02 | | | | | | $101.77 | | | | | | $130.06 | | | | | | $154.93 | | | | | | $190.36 | | |

In constructing the Peer Index for use in the stock performance graph above, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market

| October 1, 2021 through October 31, 2021 | | | | | | 7,799 | | | | | | $ | 133.47 | | | | | 176,237 | | | | | | 12,067,038 | | |

| November 1, 2021 through November 30, 2021 | | | | | | 14,833 | | | | | | $ | 135.25 | | | | | 201,821 | | | | | | 11,865,217 | | |

| December 1, 2021 through December 31, 2021 | | | | | | 21,403 | | | | | | $ | 129.50 | | | | | — | | | | | | 11,865,217 | | |

| Total | | | | | | 44,035 | | | | | | $ | 132.14 | | | | | 378,058 | | | | | | 11,865,217 | | |

Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

The program may be suspended at any time and does not have an expiration date.

| Genuine Parts Company | | | | | | $100.00 | | | | | | $114.30 | | | | | | $117.10 | | | | | | $121.91 | | | | | | $139.04 | | | | | | $135.99 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $111.96 | | | | | | $136.40 | | | | | | $130.43 | | | | | | $171.50 | | | | | | $203.05 | | |

| Peer Index | | | | | | $100.00 | | | | | | $110.23 | | | | | | $131.89 | | | | | | $111.44 | | | | | | $143.67 | | | | | | $171.86 | | |

| October 1, 2020 through October 31, 2020 | | | | | | 6,536 | | | | | | $ | 102.45 | | | | | — | | | | | | 14,484,676 | | |

| November 1, 2020 through November 30, 2020 | | | | | | 48,073 | | | | | | $ | 100.69 | | | | | — | | | | | | 14,484,676 | | |

| December 1, 2020 through December 31, 2020 | | | | | | 34,806 | | | | | | $ | 100.08 | | | | | 5,140 | | | | | | 14,479,536 | | |

| Totals | | | | | | 89,415 | | | | | | $ | 100.58 | | | | | 5,140 | | | | | | 14,479,536 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie0b82e630d9e4871bff7f39bb70f8177_70)] [added: Firm (PCAOB I](#i8d52bc93d2974d609c528e7fc54024bd_82)[D](#i8d52bc93d2974d609c528e7fc54024bd_82)[:](#i8d52bc93d2974d609c528e7fc54024bd_82) 42[)](#i8d52bc93d2974d609c528e7fc54024bd_82)] | | | [removed: [32](#ie0b82e630d9e4871bff7f39bb70f8177_70)] [added: [33](#i8d52bc93d2974d609c528e7fc54024bd_82)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020 and 2019](#ie0b82e630d9e4871bff7f39bb70f8177_73)] [added: 202](#i8d52bc93d2974d609c528e7fc54024bd_85)[1](#i8d52bc93d2974d609c528e7fc54024bd_85) [and](#i8d52bc93d2974d609c528e7fc54024bd_85) [20](#i8d52bc93d2974d609c528e7fc54024bd_85)[20](#i8d52bc93d2974d609c528e7fc54024bd_85)] | | | [removed: [34](#ie0b82e630d9e4871bff7f39bb70f8177_73)] [added: [36](#i8d52bc93d2974d609c528e7fc54024bd_85)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2020, 2019 and 2018](#ie0b82e630d9e4871bff7f39bb70f8177_79)] [added: 202](#i8d52bc93d2974d609c528e7fc54024bd_88)[1](#i8d52bc93d2974d609c528e7fc54024bd_88)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_88)[20](#i8d52bc93d2974d609c528e7fc54024bd_88) [and 20](#i8d52bc93d2974d609c528e7fc54024bd_88)[19](#i8d52bc93d2974d609c528e7fc54024bd_88)] | | | [removed: [35](#ie0b82e630d9e4871bff7f39bb70f8177_79)] [added: [37](#i8d52bc93d2974d609c528e7fc54024bd_88)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2020, 2019,] [added: 202](#i8d52bc93d2974d609c528e7fc54024bd_91)[1](#i8d52bc93d2974d609c528e7fc54024bd_91)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_91)[20](#i8d52bc93d2974d609c528e7fc54024bd_91)[,] and [removed: 2018](#ie0b82e630d9e4871bff7f39bb70f8177_1948)] [added: 201](#i8d52bc93d2974d609c528e7fc54024bd_91)[9](#i8d52bc93d2974d609c528e7fc54024bd_91)] | | | [removed: [36](#ie0b82e630d9e4871bff7f39bb70f8177_1948)] [added: [38](#i8d52bc93d2974d609c528e7fc54024bd_91)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2020, 2019 and 2018](#ie0b82e630d9e4871bff7f39bb70f8177_85)] [added: 202](#i8d52bc93d2974d609c528e7fc54024bd_94)[1](#i8d52bc93d2974d609c528e7fc54024bd_94)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_94)[20](#i8d52bc93d2974d609c528e7fc54024bd_94) [and 201](#i8d52bc93d2974d609c528e7fc54024bd_94)[9](#i8d52bc93d2974d609c528e7fc54024bd_94)] | | | [removed: [37](#ie0b82e630d9e4871bff7f39bb70f8177_85)] [added: [39](#i8d52bc93d2974d609c528e7fc54024bd_94)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019 and 2018](#ie0b82e630d9e4871bff7f39bb70f8177_91)] [added: 202](#i8d52bc93d2974d609c528e7fc54024bd_97)[1](#i8d52bc93d2974d609c528e7fc54024bd_97)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_97)[20](#i8d52bc93d2974d609c528e7fc54024bd_97) [and 201](#i8d52bc93d2974d609c528e7fc54024bd_97)[9](#i8d52bc93d2974d609c528e7fc54024bd_97)] | | | [removed: [38](#ie0b82e630d9e4871bff7f39bb70f8177_91)] [added: [40](#i8d52bc93d2974d609c528e7fc54024bd_97)] | | |

[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#ie0b82e630d9e4871bff7f39bb70f8177_94) | | | [39](#ie0b82e630d9e4871bff7f39bb70f8177_94) | | |][added: Statements]

We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 19, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

| | | | Valuation of Goodwill | | | [added: | | | | | | | | |]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | | As of December 31, [removed: 2020,] [added: 2021,] the Company’s goodwill was [removed: $1,917,477,000.] [added: $1,915,307,000.] As disclosed in Note 1 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. For a reporting unit in which the Company concludes, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount (or if the Company elects to skip the optional qualitative assessment), the Company is required to perform a quantitative impairment test, which includes measuring the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. [removed: In the year ended December 31, 2020, the Company recorded a goodwill impairment charge of $506,721,000 related to its European reporting unit as disclosed in Note 3 to the consolidated financial statements.] Auditing management’s quantitative impairment test for goodwill was complex and judgmental due to the significant estimation required to determine the fair value of [removed: the] [added: a] reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital and market multiples, and near-term revenue and operating margin projections, which are affected by expectations about future market or economic conditions. | | | [added: | | | | | | | | |]

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of [removed: the European] [added: a] reporting [removed: unit,] [added: unit where the quantitative impairment test was performed,] we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. For example, we compared the significant assumptions of [removed: the] [added: a] reporting unit to current industry, market and economic trends, to the Company's historical results and those of other guideline companies in the same industry, and to other relevant factors. We involved our valuation specialists to assist in our evaluation of the Company's valuation methodology and significant assumptions. In addition, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of [removed: the] [added: a] reporting unit that would result from changes in the assumptions. [removed: We also recalculated the resulting impairment charge recorded by the Company.] | | | [added: | | | | | | | | |]

| | | | Loss Contingencies Related to Product Liabilities | | | [added: | | | | | | | | |]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | | As disclosed in Notes 1 and [removed: 13] [added: 15] to the consolidated financial statements, the Company is subject to pending product liability lawsuits primarily resulting from its national distribution of automotive parts and supplies. The Company accrues for loss contingencies related to product liabilities if it is probable that the Company will incur a loss and the loss can be reasonably estimated. The amount accrued for product liabilities as of December 31, [removed: 2020] [added: 2021] was [removed: $169,461,000.] [added: $180,746,000.] Auditing the Company’s loss contingencies related to product liabilities was complex due to the significant measurement uncertainty associated with the estimate, management’s application of significant judgment and the use of valuation techniques. In addition, the loss contingencies related to product liabilities are sensitive to significant management assumptions, including the number, type, and severity of claims incurred and estimated to be incurred in future periods. | | | [added: | | | | | | | | |]

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating loss contingencies related to product liabilities. For example, we tested controls over management's review of the significant assumptions described above and the reconciliation of claims data to that used by the Company’s actuarial specialist. To test the estimated loss contingencies related to product liabilities, our audit procedures included, among others, assessing the methodology used, testing the significant assumptions, including testing the completeness and accuracy of the underlying data, and comparing significant assumptions to historical claims as well as external data. We evaluated the legal letters obtained from internal and external legal counsel, held discussions with legal counsel, and performed a search for new or contrary evidence affecting the estimate. We involved our actuarial specialists to assist in our evaluation of the methodology and assumptions used by management and to independently develop a range of estimated product liabilities using the Company’s historical data as well as other information available for similar cases. We compared the Company's estimated loss contingencies related to product liabilities to the range developed by our actuarial specialists. We also assessed the adequacy of the Company’s disclosures, included in Notes 1 and [removed: 13] [added: 15] to the consolidated financial statements, in relation to these matters. | | | [added: | | | | | | | | |]

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 990,166 | | | | | [removed: $] | 276,992 | | [added: | | | | 333,547 | | |]

| Trade accounts receivable, net | | | [removed: 1,556,966] [added: 1,797,955] | | | | | | [removed: 2,440,252] [added: 1,556,966] | | |

| Merchandise inventories, net | | | [removed: 3,506,271] [added: 3,889,919] | | | | | | [removed: 3,443,876] [added: 3,506,271] | | |

| Prepaid expenses and other current assets | | | [removed: 1,060,360] [added: 1,353,847] | | | | | | [removed: 1,063,245] [added: 1,060,360] | | |

| Total current assets | | | [removed: 7,113,763] [added: 7,756,422] | | | | | | [removed: 7,938,616] [added: 7,113,763] | | |

| Goodwill | | | [removed: 1,917,477] [added: 1,915,307] | | | | | | [removed: 2,293,519] [added: 1,917,477] | | |

| Other intangible assets, net | | | [removed: 1,498,257] [added: 1,406,401] | | | | | | [removed: 1,492,097] [added: 1,498,257] | | |

| Deferred tax assets | | | [removed: 65,658] [added: 829] | | | | | | [removed: 45,921] [added: 65,658] | | |

| Operating lease assets | | | [removed: 1,038,877] [added: 1,053,689] | | | | | | [removed: 995,667] [added: 1,038,877] | | |

| Other assets | | | [removed: 644,140] [added: 985,055] | | | | | | [removed: 457,350] [added: 644,140] | | |

| [removed: Property,] [added: Total net property,] plant and [removed: equipment, net] [added: equipment] | | | [added: | | | $ | 1,234,399 | | | | | $ |] 1,162,043 | | | | | [added: $] | 1,173,688 | | [removed: |]

| Total assets | | | [added: | | |] $ | [added: 14,352,102 | | | | | $ |] 13,440,215 | | | | | $ | 14,645,629 | |

| Trade accounts payable | | | [removed: $] | [removed: 4,128,084] | | [removed: | | | $] [added: 85,000] | [removed: 3,948,000] | |

| Current portion of debt | | | [removed: 160,531] [added: —] | | | | | | [removed: 624,043] [added: 160,531] | | |

| Other current liabilities | | | [removed: 1,491,426] [added: 1,660,768] | | | | | | [removed: 1,493,109] [added: 1,491,426] | | |

| Dividends payable | | | [removed: 114,043] [added: 115,876] | | | | | | [removed: 110,851] [added: 114,043] | | |

| Total current liabilities | | | [removed: 5,894,084] [added: 6,581,583] | | | | | | [removed: 6,394,120] [added: 5,894,084] | | |

| Long-term debt | | | [removed: 2,516,614] [added: 2,409,363] | | | | | | [removed: 2,802,056] [added: 2,516,614] | | |

| Operating lease liabilities | | | [removed: 789,294] [added: 789,175] | | | | | | [removed: 756,519] [added: 789,294] | | |

| Pension and other post-retirement benefit liabilities | | | [removed: 265,687] [added: 265,134] | | | | | | [removed: 249,832] [added: 265,687] | | |

| Deferred tax liabilities | | | [removed: 212,910] [added: 280,778] | | | | | | [removed: 233,044] [added: 212,910] | | |

| Other long-term liabilities | | | [removed: 543,623] [added: 522,779] | | | | | | [removed: 445,652] [added: 543,623] | | |

| Common stock, par value $1 per share - authorized 450,000,000 shares; issued and outstanding - [removed: 2020] [added: 2021] - [removed: 144,354,335] [added: 142,180,683] shares and [removed: 2019] [added: 2020] - [removed: 145,378,158] [added: 144,354,335] shares | | | [removed: 144,354] [added: 142,181] | | | | | | [removed: 145,378] [added: 144,354] | | |

| [Notes to Consolidated Financial Statements](#i8d52bc93d2974d609c528e7fc54024bd_100) | | | [41](#i8d52bc93d2974d609c528e7fc54024bd_100) | | |

February 17, 2022

| | | | 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | 714,701 | | | | | $ | 990,166 | |

| Trade accounts payable | | | $ | 4,804,939 | | | | | $ | 4,128,084 | |

| Other | | | (99,576) | | | | | | (55,473) | | | | | | (82,534) | | |

| Net income (loss) | | | $ | 898,790 | | | | | $ | (29,102) | | | | | $ | 621,085 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 898,790 | | | | | | 898,790 | | | | | | — | | | | | | 898,790 | | |

| Share-based awards exercised, including tax benefit of $7,076 | | | 440,667 | | | | | | 441 | | | | | | (22,787) | | | | | | — | | | | | | — | | | | | | (22,346) | | | | | | — | | | | | | (22,346) | | |

| Purchase of stock | | | (2,614,319) | | | | | | (2,614) | | | | | | — | | | | | | — | | | | | | (330,985) | | | | | | (333,599) | | | | | | — | | | | | | (333,599) | | |

| Balance at December 31, 2021 | | | 142,180,683 | | | | | | $ | 142,181 | | | | | $ | 119,975 | | | | | $ | (857,739) | | | | | $ | 4,086,325 | | | | | $ | 3,490,742 | | | | | $ | 12,548 | | | | | $ | 3,503,290 | |

| Net income (loss) | | | $ | 898,790 | | | | | $ | (29,102) | | | | | $ | 621,085 | |

| Net income from continuing operations | | | 898,790 | | | | | | 163,395 | | | | | | 646,475 | | |

| Depreciation and amortization | | | 290,971 | | | | | | 272,842 | | | | | | 257,263 | | |

| Loss on software disposal | | | 61,063 | | | | | | — | | | | | | — | | |

December 31, 2021

The COVID-19 pandemic continues to impact various aspects of our business, and the long-term impact to our business remains unknown.

The Company has reclassified certain prior period amounts to conform to the current period presentation.

December 31, 2021

December 31, 2021

December 31, 2021

For the year ended December 31, 2021, the Company recognized a loss of $61,063 related to the disposal of an internally developed software project (refer to the property, plant and equipment footnote for more information).

December 31, 2021

December 31, 2021

December 31, 2021

Income Taxes (Topic 740)

In December 2019, the FASB issued ASU 2019-12, *Simplifying the Accounting for Income Taxes.* The updated accounting guidance removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods.

The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods.

December 31, 2021

Approximately $437,874 and $245,373 of income before income taxes were generated in jurisdictions outside the U.S. for the years ended December 31, 2021, and 2019, respectively.

The following table presents a summary of the Company's reportable segment financial information from continuing operations:

| Interest expense, net | | | | | | (62,150) | | | | | | (91,048) | | | | | | (91,405) | | |

| Loss on software disposal (1) | | | | | | $ | (61,063) | | | | | $ | — | | | | | $ | — | |

| Product liability damages award (2) | | | | | | (77,421) | | | | | | — | | | | | | — | | |

| Goodwill impairment charge (3) | | | | | | — | | | | | | (506,721) | | | | | | — | | |

| Restructuring and special termination costs (4) | | | | | | — | | | | | | (50,019) | | | | | | (142,780) | | |

*(1)Adjustment reflects a loss on an internally developed software project that was disposed of due to a change in management strategy related to advances in alternative technologies.

Refer to the property, plant and equipment footnote to the consolidated financial statements for more information.*

December 31, 2021

*(2)Adjustment reflects damages reinstated by the Washington Supreme Court order on July 8, 2021 in connection with a 2017 automotive product liability claim.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

February 19, 2021

| Current assets of discontinued operations | | | — | | | | | | 714,251 | | |

| Noncurrent assets of discontinued operations | | | — | | | | | | 248,771 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 218,117 | | |

| Noncurrent liabilities of discontinued operations | | | — | | | | | | 68,906 | | |

| Interest expense | | | 93,713 | | | | | | 95,583 | | | | | | 101,796 | | |

| Other | | | (58,138) | | | | | | (86,712) | | | | | | (61,395) | | |

| Balance at January 1, 2018 | | | 146,652,615 | | | | | | $ | 146,653 | | | | | $ | 68,126 | | | | | $ | (852,592) | | | | | $ | 4,049,965 | | | | | $ | 3,412,152 | | | | | $ | 52,004 | | | | | $ | 3,464,156 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 810,474 | | | | | | 810,474 | | | | | | — | | | | | | 810,474 | | |

| Share-based awards exercised, including tax benefit of $4,232 | | | 235,058 | | | | | | 235 | | | | | | (10,462) | | | | | | — | | | | | | — | | | | | | (10,227) | | | | | | — | | | | | | (10,227) | | |

| Purchase of stock | | | (951,060) | | | | | | (951) | | | | | | — | | | | | | — | | | | | | (91,032) | | | | | | (91,983) | | | | | | — | | | | | | (91,983) | | |

| Cash and cash equivalents at beginning of year | | | 276,992 | | | | | | 333,547 | | | | | | 314,899 | | |

The Company's operations are vulnerable to the reduced economic activity caused by the COVID-19 outbreak, which was declared a pandemic in March 2020.

The Company benefited from various forms of government economic assistance including certain temporary subsidies that were received in 2020, which have been classified as a reduction of selling, administrative and other expenses.

Income Statement - Reporting Comprehensive Income (Topic 220)

In February 2018, the FASB issued ASU 2018-02, *Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income*.

The ASU permits a company to make a one-time election to reclassify stranded tax effects caused by the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings.

The ASU also requires companies to disclose their accounting policies for releasing income tax effects from accumulated other comprehensive income.

ASU 2018-02 was effective for periods beginning after December 15, 2018, with an election to adopt early.

Intangibles - Goodwill and Other (Topic 350)

In January 2017, the FASB issued ASU 2017-04, *Simplifying the Test for Goodwill Impairment*.

The ASU simplifies the subsequent measurement of goodwill by eliminating the second step from the goodwill impairment test.

ASU 2017-04 requires applying a one-step quantitative test and recording the amount of goodwill impairment as the excess of the reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment.

The Company adopted ASU 2017-04 as of October 1, 2019 and performed its annual evaluation of goodwill in accordance with this standard.

Leases (Topic 842)

In February 2016, the FASB issued ASU 2016-02, *Leases*, which, among other things, requires an entity to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, including operating leases.

Expanded disclosures with additional qualitative and quantitative information are also required.

ASU 2016-02 and its amendments were effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption was permitted.

The Company adopted ASU 2016-02 and its amendments as of January 1, 2019 using the modified retrospective method and utilized the optional transition method to apply the legacy guidance in ASC 840, *Leases*, including its disclosure requirements, in the comparative periods presented.

The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs.

In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases.

an option to purchase the leased asset.

The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term.

The Company's adoption of the standard resulted in a cumulative-effect adjustment to increase retained earnings by $4,797, net of taxes, as of January 1, 2019.

The standard did not materially impact the Company's consolidated net income or liquidity.

The standard did not have an impact on debt-covenant compliance under the Company's current debt agreements.

| Beginning balance, January 1, 2019 | | | $ | (626,322) | | | | | $ | (4,632) | | | | | $ | (484,124) | | | | | $ | (1,115,078) | |

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective, as of December 31, [removed: 2020,] [added: 2021,] to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including our CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) ("COSO") in “Internal Control-Integrated Framework.” Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

There have been no changes in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, [removed: 2020.][added: 2021.]

We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Genuine Parts Company and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Genuine Parts Company and Subsidiaries as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 19, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

February 17, 2022

February 19, 2021

PART III.

Not applicable.

PART III.

Executive officers of the Company are [removed: elected] [added: appointed] by the Board of Directors and each serves at the pleasure of the Board of Directors until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification.

Donahue*, age [removed: 64,] [added: 65,] was appointed Chairman of the Board and Chief Executive Officer of the Company in April of 2019.

Stengel*, age [removed: 43,] [added: 44,] was appointed President of the Company on January 15, 2021.

Yancey*, age [removed: 57, has been] [added: 58, was appointed] Executive Vice President and Chief Financial Officer of the Company [removed: since] [added: in] March 2013, and also held the additional title of Corporate Secretary of the Company up to February 2015.

Neill*, age [removed: 59,] [added: 60,] was appointed Executive Vice President [removed: of] [added: and Chief] Human [removed: Resources] [added: Resource Officer] of the Company in February of 2020.

Breaux*, age [removed: 58,] [added: 59,] was appointed President of Motion Industries on January 1, 2019.

Herron*, age [removed: 58,] [added: 59,] was appointed President of the U.S. Automotive [removed: Parts group] [added: Group] on January 1, 2019.

Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate Governance - Code of [removed: Conduct and Ethics”,] [added: Conduct”,] under the heading “Corporate Governance - Board Committees - Audit Committee”, and under the heading “Corporate Governance - Director Nominating Process” of [removed: the Proxy Statement and is incorporated herein by reference.]

We have adopted a Code of [removed: Conduct and Ethics,] [added: Conduct,] which is available on the “Investor Relations” section of our website.

Any amendments to, or waivers of, the Code of [removed: Code of Ethics] [added: Conduct] will be disclosed on our website promptly following the date of such amendment or waiver.

the Proxy Statement and is incorporated herein by reference.

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, [removed: “2020] [added: “2021] Grants of Plan-Based Awards”, [removed: “2020] [added: “2021] Outstanding Equity Awards at Fiscal Year-End”, [removed: “2020] [added: “2021] Option Exercises and Stock Vested”, [removed: “2020] [added: “2021] Pension Benefits”, [removed: “2020] [added: “2021] Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

The following table gives information as of December 31, [removed: 2020] [added: 2021] about the common stock that may be issued under all of the Company’s existing equity compensation plans:

| Plan Category | | | [added: | | |] (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) | | | | | | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | | | |

| Equity Compensation Plans Approved by Shareholders: | | | [removed: 876,123] | | | [added: 282,400 | | |] (2) | | | $ | [removed: 82.66] [added: 85.12] | | | | | — | | | | | |

| Equity Compensation Plans Not Approved by Shareholders: | | | [removed: 120,123] | | | [added: 128,027 | | |] (4) | | | n/a | | | | | | [removed: 879,877] [added: 871,973] | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 1,316,795 | | | (3) | | | $ | 95.60 | | | | | 7,362,781 | | | (5) | | |

| Total | | | | | | 1,727,222 | | | | | | — | | | | | | 8,234,754 | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 1,957,126 | | | (3) | | | $ | 95.00 | | | | | 7,601,126 | | | (5) | | |

| Total | | | 2,953,372 | | | | | | — | | | | | | 8,481,003 | | | | | |

Consolidated balance sheets — December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Consolidated statements of income — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated statements of comprehensive income — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated statements of equity — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated statements of cash flows — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Notes to consolidated financial statements — December 31, [removed: 2020][added: 2021]

| Exhibit 4.1 | | | | | | [Description of Genuine Parts Company Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/a202010-kexhibit41.htm)] [added: Stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/a202110-kexhibit41.htm)] | | |

| Exhibit 10.27 | | | | | | [First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/gpc-12312020xex1027.htm)] [added: thereto (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 19, 2021).](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm)] | | |

| Exhibit 10.31* | | | | | | [Description of Director Compensation (Incorporated herein by reference from the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K,] [added: 10-Q,] dated [removed: February 21, 2020)](https://www.sec.gov/Archives/edgar/data/40987/000004098720000010/a4q201910kexhibit1031.htm)] [added: July 22, 2021).](https://www.sec.gov/Archives/edgar/data/40987/000004098720000010/a4q201910kexhibit1031.htm)] | | |

| Exhibit 21 | | | | | | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/subsidiariesofthecompany20.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/subsidiariesofthecompany20.htm)] | | |

| Exhibit 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/gpcconsent2020-exx23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/gpcconsent2021-exx23.htm)] | | |

| Exhibit 31.1 | | | | | | [Certification signed by Chief Executive Officer pursuant to SEC Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/gpc-12312020xex311.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/gpc-12312021xex311.htm)] | | |

| Exhibit 31.2 | | | | | | [Certification signed by Chief Financial Officer pursuant to SEC Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/gpc-12312020xex312.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/gpc-12312021xex312.htm)] | | |

| Exhibit 32 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer and Chief Financial Officer (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/40987/000004098721000009/gpc-12312020xex32.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/gpc-12312021xex32.htm)] | | |

| Exhibit 104 | | | | | | The cover page from this Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] formatted in Inline XBRL | | |

| Exhibit 2.1 | | | | | | [Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the Company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and Genuine Parts Company, as the Parent, dated as of December 15, 2021](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/projectcobalt-purchaseagre.htm) | | |

| Exhibit 4.3 | | | | | | [Indenture, dated October 29, 2020, between the Company and U.S. Bank National Association (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated October 27, 2020)](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm) | | |

| Exhibit 4.4 | | | | | | [Officer’s Certificate, dated October 29, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.875% Senior Notes due 2030 (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated October 27, 2020)](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm) | | |

| Exhibit 4.5 | | | | | | [Form of 1.875% Senior Notes due 2030 (included in Exhibit 4.4)](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm) | | |

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| Exhibit 10.33 | | | | | | [First Amendment, dated as of September 30, 2021, to Genuine Parts Company Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Bank, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto. (Incorporated herein by reference from the Company's](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000039/exh_101xgpcamendmentno1-am.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000039/exh_101xgpcamendmentno1-am.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000039/exh_101xgpcamendmentno1-am.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000039/exh_101xgpcamendmentno1-am.htm) [dated October 21, 2021.)](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000039/exh_101xgpcamendmentno1-am.htm) | | |

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[removed: GENUINE PARTS COMPANY][added: | | | | | | | Genuine Parts Company (Registrant) | | |]

| [removed: /s/] [added: /s/] Paul D. [removed: Donahue] [added: Donahue] | | | | | | [removed: 2/19/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] Carol B. [removed: Yancey | | |] [added: Yancey] | | | [removed: 2/19/2021] | | | [added: 2/14/2022] | | |

| [removed: Paul] [added: Paul] D. [removed: Donahue] [added: Donahue] | | | | | | (Date) | | | | | | | | | | | | [removed: Carol] [added: Carol] B. [removed: Yancey] [added: Yancey] | | | | | | (Date) | | | [removed: | | |]

| [added: Director] Chairman and Chief Executive Officer [added: (Principal Executive Officer)] | | | | | | | | | | | | | | | | | | Executive Vice President and Chief Financial [removed: and Accounting] Officer [removed: | | |] [added: (Principal Financial Officer)] | | | | | | | | |

| [removed: /s/ Paul D. Donahue] | | | | | | [removed: 2/15/2021 | | | | | | | | | | | | /s/ Carol B. Yancey | | | | | | 2/15/2021 | | |] [added: Paul D. Donahue] | | |

| [removed: Director Chairman and Chief Executive Officer (Principal Executive Officer)] | | | | | | [removed: | | | | | | | | | | | |] Executive Vice President and Chief Financial [removed: and Accounting] Officer [removed: (Principal Financial] [added: (Duly Authorized Officer] and [removed: Accounting] [added: Principal Financial] Officer) | | | [removed: | | | | | | | | |]

| [removed: /s/] [added: /s/] Elizabeth W. [removed: Camp] [added: Camp] | | | | | | [removed: 2/15/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] Richard Cox, [removed: Jr. | | |] [added: Jr.] | | | [removed: 2/15/2021] | | | [added: 2/14/2022] | | |

| [removed: Elizabeth] [added: Elizabeth] W. [removed: Camp] [added: Camp] | | | | | | (Date) | | | | | | | | | | | | [removed: Richard] [added: Richard] Cox, [removed: Jr.] [added: Jr.] | | | | | | (Date) | | | [removed: | | |]

| Director | | | | | | | | | | | | | | | | | | Director | | | | | | | | | [removed: | | |]

| [removed: /s/] [added: /s/] Gary P. [removed: Fayard] [added: Fayard] | | | | | | [removed: 2/15/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] P. Russell [removed: Hardin | | |] [added: Hardin] | | | [removed: 2/15/2021] | | | [added: 2/14/2022] | | |

| [removed: Gary] [added: Gary] P. [removed: Fayard] [added: Fayard] | | | | | | (Date) | | | | | | | | | | | | [removed: P.] [added: P.] Russell [removed: Hardin] [added: Hardin] | | | | | | (Date) | | | [removed: | | |]

| [removed: /s/] [added: /s/] John R. [removed: Holder] [added: Holder] | | | | | | [removed: 2/15/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] Donna W. [removed: Hyland | | |] [added: Hyland] | | | [removed: 2/15/2021] | | | [added: 2/14/2022] | | |

| [removed: John] [added: John] R. [removed: Holder] [added: Holder] | | | | | | | | | | | | | | | | | | [removed: Donna] [added: Donna] W. [removed: Hyland] [added: Hyland] | | | | | | (Date) | | | [removed: | | |]

| [removed: /s/] [added: /s/] John D. [removed: Johns] [added: Johns] | | | | | | [removed: 2/15/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] Jean-Jacques [removed: Lafont | | |] [added: Lafont] | | | [removed: 2/15/2021] | | | [added: 2/14/2022] | | |

| [removed: John] [added: John] D. [removed: Johns] [added: Johns] | | | | | | (Date) | | | | | | | | | | | | [removed: Jean-Jacques Lafont] [added: Jean-Jacques Lafont] | | | | | | (Date) | | | [removed: | | |]

| [removed: /s/] [added: /s/] Robert C. Loudermilk, [removed: Jr.] [added: Jr.] | | | | | | [removed: 2/15/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] Wendy B. [removed: Needham | | |] [added: Needham] | | | [removed: 2/15/2021] | | | [added: 2/14/2022] | | |

| [removed: Robert] [added: Robert] C. Loudermilk, [removed: Jr.] [added: Jr.] | | | | | | (Date) | | | | | | | | | | | | [removed: Wendy] [added: Wendy] B. [removed: Needham] [added: Needham] | | | | | | (Date) | | | [removed: | | |]

| [removed: /s/] [added: /s/] Juliette W. [removed: Pryor] [added: Pryor] | | | | | | [removed: 2/15/2021] [added: 2/14/2022] | | | | | | | | | | | | [removed: /s/] [added: /s/] E. Jenner Wood, [removed: III | | |] [added: III] | | | [removed: 2/15/2021] | | | [added: 2/14/2022] | | |

| [removed: Juliette] [added: Juliette] W. [removed: Pryor] [added: Pryor] | | | | | | (Date) | | | | | | | | | | | | [removed: E.] [added: E.] Jenner Wood, [removed: III] [added: III] | | | | | | (Date) | | | [removed: | | |]

[removed: ][added: ]

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| Date: February 17, 2022 | | | | | | /s/ Paul D. Donahue | | |

| | | | | | | Chairman and Chief Executive Officer | | |

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| Date: February 17, 2022 | | | | | | /s/ Carol B. Yancey | | |

| | | | | | | Carol B. Yancey | | |

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| Date: February 17, 2022 | | | | | | /s/ Napoleon B. Rutledge Jr. | | |

| | | | | | | Napoleon B. Rutledge Jr. | | |

| | | | | | | Senior Vice President and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) | | |

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| /s/ Napoleon B. Rutledge Jr. | | | | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | |

| Napoleon B. Rutledge Jr. | | | | | | (Date) | | | | | | | | | | | | | | | | | | | | |

| Senior Vice President and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Director | | | | | | | | | | | | | | | | | | Director | | | | | | | | |

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| Director | | | | | | | | | | | | | | | | | | Director | | | | | | | | |

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| Director | | | | | | | | | | | | | | | | | | Director | | | | | | | | |

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| Director | | | | | | | | | | | | | | | | | | Director | | | | | | | | |

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