Genuine Parts (GPC) 10-K risk factor changes: FY2022 vs FY2021

Forward-looking statements may relate, for example, to future operations, including the anticipated synergies and benefits of any acquisitions or divestitures, as well as prospects, strategies, [removed: including the 2019 Cost Savings Plan,] financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services.

[removed: The Company cautions] [added: We caution] that [removed: its] [added: our] forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements.

Forward-looking statements are only as of the date they are made, and [removed: the Company undertakes] [added: we undertake] no duty to update [removed: its] [added: our] forward-looking statements except as required by law.

[added: The considerations and] risks that follow are organized within relevant headings but may be relevant to other headings as well.

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

With respect to our [removed: automotive group,] [added: Automotive segment,] the primary factors are:

- the addition of electric vehicles, hybrid vehicles, ride sharing services, alternative transportation means and autonomously driven vehicles and future [removed: legislation] [added: legislation, including tax incentives and restrictions on the sale of new internal combustion vehicles,] related thereto;

- 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 [added: 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;]

With respect to our [removed: industrial parts group,] [added: Industrial segment,] the primary factors are:

These include, raw material shortages, inadequate manufacturing capacity, labor strikes, shortages and disputes anywhere within the supply and distribution chain delivering products to us, tariff and customs legislation and enforcement, transportation disruptions, tax and other legislative uncertainties, pandemics [removed: (including the current COVID-19 pandemic)] and/or weather conditions.

[removed: Since the beginning] [added: In recent years, partly as a result] of the COVID-19 [removed: pandemic,] [added: pandemic and other factors beyond our control, such as the ongoing Russia and Ukraine war,] we have experienced supply chain disruptions, particularly with regard to global labor shortages and inventory sourced from 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 [removed: future][added: future.]

Because we seek to offer competitive prices, we may be forced to reduce our prices if our competitors reduce their [removed: prices,] [added: prices or increase promotional spending,] which could result in a material decline in our revenues and earnings.

[removed: The Company anticipates] [added: We anticipate] no decline in competition in any of [removed: its] [added: our] business segments in the foreseeable future.

Maintaining, operating, and protecting these systems and related personal [added: and sensitive] information about our employees, customers and suppliers requires continuous investments in physical and technological security measures, employee training, and third-party services which we have made and will continue to make.

To date, we have not experienced a material breach of cyber-security; however, our computer systems [added: and the computer systems of our third-party service providers] 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 [removed: pandemic,] [added: pandemic and the related increase in working from home,] there has been a spike in cyber-security attacks as [removed: 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.

If we are unable to implement these [added: strategic] initiatives efficiently and effectively, or if these [added: strategic] initiatives are unsuccessful, our business, financial condition, results of operations and cash flows could be adversely affected.

[removed: -] [added: For each of] our [removed: ability to continue] [added: acquisitions, we need] to [removed: grow through acquisitions and] successfully integrate [removed: acquired businesses, including Kaman Distribution Group, in] [added: the target company’s products, services, associates and systems into] our [removed: existing] [added: business] operations, including in particular the challenges associated with the integration of foreign operations to ensure the adequacy of internal [removed: controls;][added: controls.]

The success of our e-commerce platform depends on our ability to accurately identify the products to make available through our e-commerce platform, and to provide and maintain an [removed: efficient online experience with the highest level of data security for our customers.]

We also will need to continue to attract, [removed: motivate] [added: motivate,] and retain other key [removed: personnel.][added: personnel as well as maintain employee safety and well-being.]

Our strategic [removed: transactions] [added: transactions, initiatives and transformation plan] involve risks, which could have an adverse impact on our financial condition and results of operation, and we may not realize the anticipated benefits of these [removed: transactions.][added: transactions and initiatives.]

[removed: Additionally, we] [added: We also] consider and enter into divestitures from time to time, with the expectation that these transactions will result in increases in cost savings and various other benefits.

[removed: An extended period] [added: Further, some] of [removed: remote] [added: our employees] work [removed: arrangements] [added: remotely and] could introduce potential vulnerabilities to our financial reporting systems and our internal control environment and the effectiveness of our internal controls over financial reporting.

In addition, if we are unable to conclude that we have effective internal control over financial [removed: reporting or,] [added: reporting, or] if our independent registered public accounting firm is unable to provide an unqualified report as to the effectiveness of our internal control over financial reporting, as of each fiscal year end, we may be exposed to negative publicity, which could cause investors to lose confidence in our reported financial information.

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 [added: February 8, 2020.]

Our business and operating results have been and may in the future be adversely affected by uncertain global economic conditions, including inflation or deflation, domestic outputs, political uncertainty and unrest, employment rates and wages, including increases in minimum wage, changes in tax policies, [added: including tax legislation such as the Inflation Reduction Act of 2022,] changes in energy costs, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, [added: rising] interest rates, [added: monetary policies,] volatile exchange rates, and other challenges that could affect the global economy.

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 [removed: $77.1] [added: $77] million against [removed: the Company.][added: us.]

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 [added: 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 [removed: as environmental stewardship, supply chain management, climate change, diversity, equity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.]

The impact of geopolitical conflicts may adversely affect our business and results of operations.

We have operations or activities in numerous countries and regions outside the United States, including throughout western Europe and Australasia.

As a result, our global operations are affected by economic, political and other conditions in the foreign countries in which we do business as well as U.S. laws regulating international trade.

Specifically, instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war, and China-Taiwan relations) and other disruptions may continue to put pressure on global economic conditions.

In addition, countries across the globe are instituting sanctions and other penalties against Russia.

While we do not have operations in Russia or Ukraine, the retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO, and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise have a substantial impact on regional and global economies, any or all of which could adversely affect our business, particularly our European operations.

While the broader consequences are uncertain at this time, the continuation and/or escalation of the Russian and Ukraine conflict, along with any expansion of the conflict to surrounding areas, create a number of risks that could adversely impact our business, including:

- increased inflation and significant volatility in commodity prices;

- disruptions to our global technology infrastructure, including through cyberattacks, ransom attacks or cyber-intrusion;

- adverse changes in international trade policies and relations;

- our ability to maintain or increase our prices, including freight in response to rising fuel costs;

- disruptions in global supply chains;

- increased exposure to foreign currency fluctuations; and

- constraints, volatility or disruption in the credit and capital markets.

efficient online experience with the highest level of data security for our customers.

In addition, there has recently been an increase in workers exercising their right to form or join a union, particularly in the U.S. There can be no assurance that our employees will not elect to be represented by labor unions in the future, which could among other things, adversely impact our culture, increase operating costs and otherwise disrupt our business and operations.

Additionally, as we undertake the transformation plan for our business, we have integrated our strategic initiatives into a cohesive business model which balances competing priorities.

To facilitate this transformation plan, we are making substantial investments, recruiting new talent, and optimizing our business model, management system, and organization, as well as divesting ourselves of assets related to the business products group segment, which we have exited.

Accordingly, a strong balance sheet that provides the flexibility to invest in these new growth opportunities and maintaining discipline in our capital allocation is critical to the success of our transformation plans.

If we are unable to maintain a strong balance sheet or optimize our capital allocation or are otherwise not successful in executing our strategic initiatives and transformation plan (or are delayed for reasons outside of our control), we may not be able to realize the full benefits of our plan.

Furthermore, if we are unable to successfully drive employee or customer adoption of certain strategic initiatives, we may not realize the full benefits of our plan.

Additionally,

failure to make progress on our plans (or failure to accurately measure progress on our plan), may disrupt the conduct of our business and divert management’s attention and resources.

All of which could have an adverse effect on our financial condition and results of operations.

Additionally, other economic conditions, including resulting from healthcare pandemics or epidemics, could impact various aspects of our business.

Fluctuations in foreign currency exchange rates have adversely affected and could continue to adversely affect our operating results.

Because the functional currency of most of our foreign operations is the applicable local currency, but our financial reporting currency is the U.S. dollar, we are required to translate the assets, liabilities, expenses, and revenues of our foreign operations into U.S. dollars at the applicable exchange rate in preparing our Consolidated Financial Statements.

Accordingly, we face foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to third-party customers, purchases from suppliers, and bank lines of credit with creditors denominated in foreign currencies.

Foreign currency exchange rates have affected our net sales, net earnings, and operating results and could continue to result in declines in our reported net sales and net earnings.

Currency exchange rate fluctuations may also affect the comparative prices between products we sell and products our foreign competitors sell in the same market, which may decrease demand for our products.

Substantial exchange rate fluctuations as a result of the strengthening of the U.S. dollar or otherwise, may have an adverse effect on our operating results, financial condition, and cash flows, as well as the comparability of our Consolidated Financial Statements between reporting periods.

While we actively manage our foreign currency market risk in the normal course of business by entering into various derivative instruments to hedge against such risk, these derivative instruments involve risks and may not effectively limit our underlying exposure to foreign currency exchange rate fluctuations or minimize our net earnings and cash volatility associated with foreign currency exchange rate changes.

Further, the failure of one or more counterparties to our foreign currency exchange rate contracts to fulfill their obligations to us could adversely affect our operating results.

as environmental stewardship and sustainability, supply chain management, climate change, diversity, equity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.

The considerations and

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

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

The Company and management 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 resources.

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.

Additional adverse changes 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.

Due to the unprecedented nature of COVID-19 and the myriad of responses thereto, we cannot identify all of the risks we face from the pandemic and its resulting impacts.

Even after the pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession that has occurred or may occur.

The pandemic could also amplify other risks and uncertainties described in this 2021 Annual Report on Form 10-K.

The ultimate adverse impacts relating to the potential effect of the COVID-19 pandemic on our business and the costs that we may incur as a result cannot be reasonably estimated but could be material.

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;

We may not be able to successfully implement our business initiatives in each of our business segments to grow our sales and earnings, which could adversely affect our business, financial condition, results of operations and cash flows.

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 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.

Successful implementation of these initiatives also depends on factors specific to the automotive parts and industrial parts industries and numerous other factors that may be beyond our control.

In addition to the other risk factors contained in this “Item 1A.

Risk Factors,” adverse changes in the following factors could undermine our business initiatives and have a material adverse effect on our business, financial condition, results of operations and cash flows:

- the competitive environment in our end markets may force us to reduce prices below our desired pricing level or to increase promotional spending;

- our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely manner;

- our ability to successfully enter new markets, including by successfully identifying and acquiring suitable acquisition targets in these new markets;

- our ability to effectively manage our costs;

- our ability to identify and successfully implement appropriate technological, digital and e-commerce solutions;

- the rate of adoption of electric vehicles, hybrid vehicles, ride sharing services, alternative transportation means and autonomously driven vehicles and future legislation related thereto;

- 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. government;

- the occurrence of unusually severe weather events, which can disrupt our operations (forcing temporary closure of retail and distribution centers, prohibiting shipment of inventory and products) and negatively impact our results in the affected geographies;

- the occurrence of political unrest and strikes, which can disrupt our operations and negatively impact our results in the affected geographies;

- 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; and

- the adequacy of our disclosure controls and procedures and internal controls over financial reporting.

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

Further, many of our employees are working remotely in response to the impact of the COVID-19 pandemic and may continue to do so for an extended period.

February 8, 2020.

We may be adversely affected by changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, for our variable rate loans, derivative contracts and other financial assets and liabilities.

Our business relies upon a large volume of loans, derivative contracts and other financial instruments which are directly or indirectly dependent on LIBOR to establish their interest rate and/or value.

The U.K. Financial Conduct Authority announced in 2017 that it would no longer compel banks to submit rates for the calculation of LIBOR after 2021.

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 after 2021 or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.

It is expected that a transition away from the widespread use of LIBOR to alternative rates is likely to occur during the next several years.

While we have established a working group consisting of key stakeholders from throughout the company to monitor developments relating to LIBOR uncertainty and changes and to guide the Company’s response, the impact of these developments on our business and financial results is not yet known.

The transition from LIBOR may cause us to incur increased costs and additional risk.

Uncertainty as to the nature of alternative reference rates and as to potential changes in or other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans originated prior to 2021.

If LIBOR rates are no longer available, any successor or replacement interest rates may perform differently, which may affect our net interest income, change our market risk profile and require changes to our risk, pricing and hedging strategies.

Discussions of [removed: 2019] [added: 2020] results and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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, [removed: 2020.][added: 2021.]

[removed: Comparable Sales][added: *Comparable Sales*]

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

Genuine Parts Company is a [added: global] service organization engaged in the [removed: global] distribution of automotive and industrial replacement parts.

In [removed: 2021, the Company] [added: 2022, we] conducted business in North America, Europe and Australasia from more than [removed: 10,300] [added: 10,600] locations.

[removed: The Company's] [added: Our] Automotive [removed: Parts Group] [added: business] operated in the U.S., Canada, [added: Mexico,] France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, [added: Spain, Portugal,] Australia and New Zealand in [removed: 2021,] [added: 2022] and accounted for [removed: 66%] [added: 62%] of total revenues for the year.

[removed: The] [added: Our] Industrial [removed: Parts Group] [added: business] operated in the U.S., Canada, Mexico, Australia, New Zealand, Indonesia and [removed: Singapore,] [added: Singapore] and accounted for [removed: 34%] [added: 38%] of [removed: the Company's] total [removed: revenues for the year.][added: revenues.]

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

[removed: RESULTS] [added: CONSOLIDATED RESULTS] OF OPERATIONS

Our results of operations are summarized below for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| [removed: (In] [added: (in] thousands, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 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 [added: and earnings] growth.

[removed: *Automotive Group*][added: *Automotive*]

Net sales for [removed: the] Automotive [removed: Group (“Automotive”)] were [removed: $12.5] [added: $13.7] billion in [removed: 2021, a 15.5%] [added: 2022, an 8.9%] increase from [removed: 2020.][added: 2021.]

[removed: Cost] [added: | Cost] of [removed: Goods Sold][added: goods sold | | | | | | $ | 5,000 | | | | | $ | — | |]

[removed: The Company] [added: SG&A] includes [removed: in selling, administrative and other expenses (“SG&A”)] all personnel and personnel-related costs at [removed: its] [added: our segment] headquarters, distribution centers, stores and branches, which accounts for more than 60% of total SG&A.

Additional costs in SG&A include our facilities, [added: freight and] delivery, marketing, advertising, technology, digital, legal and professional costs.

[removed: Depreciation] [added: The increase in depreciation] and amortization expense [removed: was $291.0 million in 2021, an increase] of [removed: approximately $18.1 million, or 6.6%, from 2020,] [added: $57 million was] due to [removed: an increase in] [added: higher amortization from intangible assets associated with the acquisition of KDG and higher depreciation from increased] capital investments to improve our distribution facilities, streamline our supply chain and invest in [added: enhanced] technology solutions.

Refer to the [removed: goodwill] [added: Goodwill] and [removed: other intangible assets footnote within] [added: Other Intangible Assets Footnote of] the Notes to [removed: the] Consolidated Financial Statements for [removed: additional information.][added: further information on the results of our annual goodwill impairment testing.]

Segment profit is calculated as net sales less [added: costs of goods sold,] operating [added: expenses, and certain non-operating] expenses [added: attributable to the segment (e.g., foreign currency),] excluding general corporate expenses, net interest expense, [removed: equity in income from investees,] intangible asset amortization, [removed: income attributable to noncontrolling interests] and other unallocated amounts that are primarily driven by corporate [removed: initiatives and adjusted in Non-GAAP Measures (as described further below).][added: initiatives.]

[removed: *Industrial Group*][added: *Industrial*]

[removed: The Company's] [added: Our] effective income tax rate was [removed: 25.1%] [added: 24.8%] as of December 31, [removed: 2021,] [added: 2022,] compared to [removed: 56.9%] [added: 25.1%] in [removed: 2020.][added: 2021.]

Net [removed: Income from Continuing Operations][added: Income]

[removed: Both adjusted] [added: Adjusted] net [removed: income from continuing operations and] [added: income,] adjusted diluted [removed: net income from continuing operations per common share] [added: EPS, EBITDA and adjusted EBITDA] are non-GAAP measures (see table below for reconciliations to the most directly comparable GAAP measures).

[removed: Certain Information Regarding Non-GAAP] [added: Non-GAAP] Financial Measures

The following [removed: table] [added: tables] sets forth [removed: a reconciliation] [added: reconciliations] of net [removed: income from continuing operations and] [added: income,] diluted [removed: net income from continuing operations per common share] [added: EPS] to adjusted net income [removed: from continuing operations] and adjusted diluted [removed: net income from continuing operations per common share] [added: EPS] to account for the impact of adjustments.

[removed: The Company believes] [added: We believe] that the presentation of adjusted net [removed: income from continuing operations and] [added: income,] adjusted diluted [removed: net income from continuing operations per common share,] [added: EPS and adjusted EBITDA,] which are not calculated in accordance with GAAP, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to both management and investors that is indicative of [removed: the Company's] [added: our] core operations.

[removed: The Company considers] [added: We consider] these metrics useful to investors because they provide greater transparency into management’s view and assessment of [removed: the Company’s] [added: our] ongoing operating performance by removing items management believes are not representative of our continuing operations and may distort our longer-term operating trends.

We believe these measures to be useful to enhance the comparability of our results from period to period and with our competitors, as well as to show ongoing results from operations distinct from items that are infrequent or not associated with [removed: the Company’s] [added: our] core operations.

[removed: The Company does] [added: We do] not, nor [removed: does it] [added: do we] suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.

| [removed: (In] [added: (in] thousands) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| GAAP net income [removed: from continuing operations] | | | | | | $ | [removed: 898,790] [added: 1,182,701] | | | | | $ | [removed: 163,395] [added: 898,790] | |

| Loss on software disposal [removed: (1)] [added: (5)] | | | | | | [removed: 61,063] [added: —] | | | | | | [removed: —] [added: 61,063] | | |

| Product liability damages award [removed: (2)] [added: (4)] | | | | | | [removed: 77,421] [added: —] | | | | | | [removed: —] [added: 77,421] | | |

| Gain on insurance proceeds [removed: related to SPR fire (6)] [added: (2)] | | | | | | [removed: (3,862)] [added: (1,507)] | | | | | | [removed: (13,448)] [added: (3,862)] | | |

| Gain on equity [removed: investments (7)] [added: investment (6)] | | | | | | [removed: (10,229)] [added: —] | | | | | | [removed: —] [added: (10,229)] | | |

| Transaction and other costs [removed: (9)] [added: (7)] | | | | | | [removed: 3,655] [added: 80,601] | | | | | | [removed: 39,817] [added: 3,655] | | |

| Total adjustments | | | | | | [removed: 128,048] [added: 5,021] | | | | | | [removed: 634,465] [added: 128,048] | | |

| Tax impact of adjustments | | | | | | [removed: (29,828)] [added: (137)] | | | | | | [removed: (32,822)] [added: (29,828)] | | |

| Adjusted net income [removed: from continuing operations] | | | | | | $ | [removed: 997,010] [added: 1,187,585] | | | | | $ | [removed: 765,038] [added: 997,010] | |

Our mission is to be an employer of choice, supplier of choice, valued customer, good corporate citizen and investment of choice for all our shareholders.

Additionally, we strive to be a respected community member that gives back to the communities in which we operate.

KEY PERFORMANCE INDICATORS

We consider a variety of performance and financial measures in assessing our business, and the key performance indicators used to measure our results are summarized below.

*Gross Profit and Gross Margin*

Gross profit represents net sales less cost of goods sold.

Gross profit as a percentage of net sales is referred to as gross margin.

Cost of goods sold primarily represents the cost of merchandise sold, including the cost of inbound freight from suppliers.

It also includes the effects of supplier volume incentives and inventory adjustments.

Our gross profit is variable in nature and generally follows changes in net sales.

We believe that gross profit and gross margin are useful measures because they allow management, analysts, investors and others to evaluate the profit we generate from our sales, before operating and other expenses and income.

*Selling, Administrative and Other Expenses ("SG&A")*

Freight and delivery costs are the shipping and handling costs incurred related to delivering merchandise to our customers.

*Segment Profit and Segment Margin*

Operating expenses include SG&A at our segments.

Segment profit as a percentage of segment net sales is referred to as segment margin.

We believe that segment profit and segment margin are useful measures because they allow management, analysts, investors, and other interested parties to evaluate the profitability of our segments, after the effects of

operating and other expenses and income associated with those businesses.

*Net Income and EBITDA*

We believe that net income and EBITDA, along with their adjusted measures, are useful measures of operating performance.

EBITDA helps us assess the underlying profitability of our company’s business operations before the effects of certain net expenses that directly arise from our capital investment decisions (depreciation, amortization), financing decisions (interest), and tax strategies (income taxes).

Net Income represents our profitability after the effects of all operating and other expenses and income.

The adjusted measures of EBITDA and net income eliminate certain non-recurring charges and other items that we do not believe are reflective of our ongoing business performance.

These adjusted measures help us evaluate our operating performance on a comparable basis from period-to-period so that we can better understand the ongoing factors and trends affecting our business operations.

We also use adjusted EBITDA, together with net income and segment profit, to forecast our performance, evaluate our actual results against our forecasts and compare our results to others in the industries that we serve.

Adjusted EBITDA is also a measure of performance included in our executive incentive compensation plans.

See “Non-GAAP Financial Measures” below for a discussion of how we define adjusted net income and adjusted EBITDA and a reconciliation of adjusted net income, EBITDA and adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

Our discussion of our results focuses on 2022 and 2021 and year-to-year comparisons between those periods.

In 2022, we experienced strong and consistent customer demand and a favorable pricing environment for our services.

These factors, combined with our Industrial segment's $1.3 billion acquisition of Kaman Distribution Group ("KDG"), contributed to 17.1% revenue growth over 2021.

Our strong revenue growth, expense leverage and strategic initiatives drove a 60 basis point improvement in segment margin and provided $1.5 billion in cash from operations, a 16.6% increase from 2021.

These results allowed us to continue investing in our businesses through strategic acquisitions and capital expenditures.

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| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

| (in thousands) | | | | | | $ | | | | | | % of Sales | | | | | | $ | | | | | | % of Sales | | | | | | $ Change | | | | | | % Change | | |

| Net sales | | | | | | $ | 22,095,973 | | | | | 100.0 | | % | | | | $ | 18,870,510 | | | | | 100.0 | | % | | | | $ | 3,225,463 | | | | | 17.1 | | % |

| Cost of goods sold | | | | | | 14,355,869 | | | | | | 65.0 | | % | | | | 12,236,374 | | | | | | 64.8 | | % | | | | 2,119,495 | | | | | | 17.3 | | % |

| Gross profit | | | | | | 7,740,104 | | | | | | 35.0 | | % | | | | 6,634,136 | | | | | | 35.2 | | % | | | | 1,105,968 | | | | | | 16.7 | | % |

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

BUSINESS PRODUCTS GROUP

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

The Business Products Group is reported as discontinued operations in our consolidated financial statements for all periods presented.

Refer to the acquisitions, divestitures and discontinued operations footnote in the accompanying consolidated financial statements for more information.

COVID-19 PANDEMIC

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.

As of December 31, 2021, all our operations are open for business.

Our supply chain partners have been very supportive and accommodating, despite strains on the supply chain caused by labor shortages, inventory shortages, delays in order fulfillment and increased backlogs.

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

We remain in constant communication with our employees regarding changing conditions and protocol.

Based on the length and severity of the pandemic, we may experience continued volatility in customer demand and supply chain disruption.

We will continue to evaluate the nature and extent of these potential impacts to our business, consolidated results of operations, segment results, liquidity and capital resources.

KEY BUSINESS METRICS

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 our business from period to period and trends in its historical operating results.

This metric should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this report.

At Genuine Parts Company, 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.

Top Line Revenue

The Company's strategy for 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 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.

Operating Margins

The Company targets continuous operating margin improvement each year.

In 2020, we took certain restructuring actions across its subsidiaries to simplify our cost structure and distribution networks (the "2019 Cost Savings Plan").

We recognized permanent expense reductions of $150 million driven by transformative reductions in payroll and facility costs.

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.

Balance Sheet and Cash Flow

Although [removed: the Company does] [added: we do] not face material risks related to commodity prices, [removed: the Company is] [added: we are] exposed to changes in interest rates and in foreign currency rates with respect to foreign currency denominated operating revenues and expenses.

[removed: The Company incurs] [added: We incur] translation gains or losses resulting from the translation of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes.

For the periods presented, [removed: the Company’s] [added: our] 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 [added: functional currency of our Australasian operations.]

Foreign currency exchange exposure, particularly in regard to the Australian and Canadian dollar, and to a lesser extent the Euro, positively impacted our results for the year ended December 31, [removed: 2021.][added: 2022.]

Foreign currency exchange exposure, particularly in regard to the Euro positively impacted our results for the year ended December 31, [removed: 2020.][added: 2021.]

This positive impact was mostly offset by the negative impact from the Canadian and Australian dollar for the full year ended December 31, [removed: 2020.][added: 2021.]

During [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: $683] [added: $723] million and [removed: $549] [added: $683] 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: $1.0] [added: $1.1] billion in [removed: 2021] [added: 2022] and [removed: $824 million] [added: $1.0 billion] in [removed: 2020.][added: 2021.]

A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $1.4 billion in [removed: 2021] [added: 2022] and [removed: $1.1] [added: $1.4] billion in [removed: 2020.][added: 2021.]

[removed: The Company is] [added: We are] subject to interest rate volatility with regard to existing and future issuances of [removed: debt.][added: debt and with respect to the A/R Sales Agreement, for which the fees are linked to interest rate changes.]

As of December 31, [removed: 2021,] [added: 2022,] we primarily had fixed-rate debt.

Based on [removed: the Company's] [added: our] variable-rate debt and derivative instruments outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we estimate that a 100 basis point increase in interest rates would have an immaterial impact in [added: 2022 and] 2021 and would [removed: have increased interest expense] [added: increase the fees on our A/R Sales Agreement] by [removed: $1.1 million in 2020.][added: $10 million.]

Inflation

In fiscal year 2022, we experienced inflationary pressures across various parts of our business and operations, including, but not limited to, increases to our product costs, overhead costs and rising costs across our supply chain.

We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions.

If our costs were to be subject to more significant inflationary pressures, we may not be able to fully offset such higher costs through price increases or other cost

efficiency measures.

Our inability or failure to do so could harm our business, financial condition and results of operations.

functional currency of our Australasian operations.

However, this increase in interest expense would have been partially offset by the increases in interest income related to higher interest rates.

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

In [removed: 2021,] [added: 2022, our] business was conducted from more than [removed: 10,300] [added: 10,600] locations throughout North America, Europe, Australia and New Zealand ("Australasia") through an offering of best in class operating and distribution efficiencies, industry leading [removed: coverage] [added: assortment] of consumable/replacement parts, outstanding [removed: just-in-time] service and enhanced technology [removed: solutions.][added: solution.]

As used in this report, [added: "we," "us," "our," "GPC," and] the [removed: “Company”] [added: “company”] refers to 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.

[removed: The Company’s] [added: Our] website can be found at www.genpt.com.

[removed: The Company makes] [added: We make] available, free of charge through [removed: its] [added: our] website, access to [removed: the Company’s] [added: our] Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, any amendments to these documents, and other reports.

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

Additionally, our corporate governance guidelines, codes of conduct and ethics, charters of the [removed: Audit] [added: Compensation and Human Capital] Committee and the [removed: Compensation,] Nominating and [removed: Governance Committee of our Board of Directors,] [added: ESG Committee,] and information regarding our procedure for shareholders and other interested parties to communicate with our Board of Directors, are available 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: 2022] [added: 2023] annual meeting of shareholders.

We expect to file the proxy statement with the SEC on or about March [removed: 1, 2022,] [added: 3, 2023,] and it will be available online at the same time at http://www.proxydocs.com/gpc.

This is [removed: our purpose and] [added: the] foundation for how we do business.

[removed: At GPC, our] [added: Our] mission is to be [removed: a world-class service organization and the] [added: an] employer of choice, supplier of choice, valued [removed: customer of choice] [added: customer, good corporate citizen] and investment of [removed: choice.][added: choice for all our shareholders.]

In order to execute this mission, [removed: the Company aligns its] [added: we align our] resources with strategic areas of focus for [removed: its streamlined] [added: our] operations.

Specifically, [removed: the Company focuses] [added: we focus] on [removed: its] [added: our] market-leading automotive and industrial businesses in North America, Europe and Australasia to deliver profitable growth, operational efficiencies and strong cash flow.

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

Our strategy is designed to position [removed: the Company] [added: us] for long-term growth and enhance shareholder value.

AUTOMOTIVE PARTS [removed: GROUP][added: GROUP ("Automotive")]

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

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

In North America, [removed: the] Automotive [removed: 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”).

[removed: Company,] [added: In Europe, Alliance Automotive Group (“AAG”), a wholly-owned subsidiary of the company,] is a leading distributor of vehicle parts, tools and workshop equipment with its primary operations in [removed: seven] [added: nine] European countries.

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 [removed: Germany] [added: Germany, PartsPoint] and [removed: PartsPoint.][added: Lausan.]

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

[removed: The Company’s automotive parts] [added: As part of our ongoing strategy, our Automotive] network [removed: was expanded] [added: grew] in [removed: 2021] [added: 2022] with [removed: the] acquisitions of various [added: strategic and bolt-on] store groups [removed: and automotive operations] in North America, Europe and Australasia.

[removed: The Company’s] [added: Our] global [removed: automotive] [added: 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 and DIY customers account for approximately 80% and 20% of [removed: the] Automotive [removed: Parts Group’s] total sales, respectively.

[removed: *Distribution System.*] [added: *Store Network.*] The following table details the breakdown of our [removed: automotive] [added: Automotive] distribution network including our distribution centers, company-owned and independently-owned automotive [removed: parts] stores by geographic region as of December 31, [removed: 2021.][added: 2022.]

| Distribution centers | | | | | | [removed: 77 | | | | | | 72] [added: 19] | | | | | | [removed: 13] [added: 16] | | | | | | [removed: 162] [added: 35] | | |

In our Australasian operations, [removed: the Company goes] [added: we go] to market with a company-owned store model.

[removed: The Company does] [added: We do] not receive a royalty or franchise fee from independently-owned stores.

[removed: The Company’s 162 automotive parts] [added: Our 169 Automotive] distribution centers serve both company-owned and independently-owned stores located throughout the geographic regions in which we operate.

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

[removed: The Company’s automotive] [added: Our Automotive] operations have access to more than [removed: 650,000] [added: 725,000] different parts and related supply items.

These items are purchased from hundreds of different suppliers, with approximately [removed: 47%] [added: 46%] of [removed: 2021] [added: 2022] automotive parts inventories purchased from 10 major suppliers.

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

[removed: Significant inventories are carried] [added: Our goal is] to [added: properly stock our locations with the right parts to ensure we] provide [removed: for fast] [added: quick] and [removed: frequent deliveries] [added: quality service] to [added: our] customers whose orders are often filled and shipped the same day they are received.

[removed: The Company does] [added: We do] not manufacture any of the products [removed: it distributes.][added: we distribute.]

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

[removed: In addition, the Company distributes] [added: We also distribute] replacement parts for small engines, farm equipment, marine equipment and heavy duty equipment.

[removed: The Company’s] [added: Our] inventories also include accessory items for 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, and individuals who perform their own maintenance and parts installation.

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

We are one global team unified by our purpose: We Keep the World Moving.

Additionally, we strive to be a respected community member that gives back to the communities in which we operate.

In Europe, we expanded our footprint in two new key markets in Spain and Portugal, Europe's fifth largest market, while also expanding into Eastern Germany.

In Australasia, we acquired a leading Australian branded direct-to-consumer distributor of lighting products focused on the four-wheel drive market in Australasia and continued our bolt-on strategy in North America.

| Company-owned stores | | | | | | 1,682 | | | | | | 742 | | | | | | 529 | | | | | | 2,953 | | |

| Independently-owned stores | | | | | | 5,037 | | | | | | 1,642 | | | | | | — | | | | | | 6,679 | | |

| Total locations | | | | | | 6,796 | | | | | | 2,462 | | | | | | 543 | | | | | | 9,801 | | |

During 2022, we expanded our network with the addition of 138 net new stores during the year.

Availability is a critical success factor in our business and our teams utilize data and analytics to have the right parts, in the right place and at the right time.

NAPA, which neither buys nor sells

*Competition.* The automotive aftermarket is highly competitive.

Our automotive competitors include AutoZone, Inc., O-Reilly Auto Parts, Inc., Advance Auto Parts, Inc., LKQ Corporation, Bapcor and Uni-Select, among many others.

Our Industrial segment operates in both North America and Australasia through our wholly-owned subsidiaries Motion Industries, Inc. (“Motion”), headquartered in Birmingham, Alabama, and Motion Asia Pacific, headquartered in Sydney, Australia.

We established a new electric vehicle battery category based on increasing opportunities presented by the build-out of new battery manufacturing facilities across North America.

| Branches | | | | | | 549 | | | | | | 148 | | | | | | 697 | | |

| Total locations | | | | | | 635 | | | | | | 166 | | | | | | 801 | | |

This strategic and highly synergistic combination significantly enhances our scale and strengthens our market leading position, creating a premier leader of industrial solutions.

Our Industrial competitors include Applied Industrial Technologies, Inc., Fastenal Company, and W.W. Grainger, Inc, among many others.

We have engaged a leading sustainability partner to assist us with calculating our global greenhouse gas footprint, which includes all our facilities and operations worldwide.

The new global emissions calculation provides the basis for measuring and reporting progress on reducing emissions over time, and it serves as a guidepost as we develop a comprehensive global carbon abatement strategy.

Additionally, we are helping our teammates, customers and the industry prepare for electric vehicles ("EVs") and the changes taking place in the market.

We see this as an opportunity to lead our industry with knowledge and new products for EVs.

Our benefit offerings are designed to meet the varied and evolving needs of a diverse workforce across businesses and geographies while helping our employees care for themselves and their families.

We offer benefits aimed at improving quality of care while limiting out-of-pocket costs.

We believe these programs demonstrate our ongoing commitment to develop our future leaders.

We promote a diverse, inclusive, and innovative culture that encourages and embraces change, diverse ideas, and perspectives.

We strive to ensure our teammates reflect our global and diverse customer base.

We are committed to creating a welcoming environment where all teammates have opportunities to grow and feel a sense of belonging, regardless of gender, sex, race, color, religion, national origin, age, disability, veteran status, sexual orientation, gender expression or experiences.

Our goal is to

We continue to partner with Georgia Minority Supplier Diversity Council, the Georgia Hispanic Chamber of Commerce, United Way's African American Partnership and Young Professional Leaders programs.

This year we launched four business resource groups ("BRGs") - African American, Asian, Veteran and Women, for our corporate teammates in the Unites States.

These BRGs provide our teammates with venues for personal and professional development, including networking, coaching, skill building, community engagement, volunteering and advancement opportunities.

These groups play a key role in educating and engaging teammates in our DEI goals and efforts.

We aim to leverage key learnings from these groups and expand the program globally.

Additional Information

We also use our website as a means of disclosing material information and for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure).

Important information, including news releases, analyst presentations and financial information regarding Genuine Parts is routinely posted on our website.

Accordingly, investors should monitor the Investor Relations portion of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

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

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

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

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

| 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 Company's North American operations have return privileges with most of its suppliers, which have protected the Company from inventory obsolescence.

The Industrial Parts Group operates in both North America and Australasia.

Motion Industries, Inc. (“Motion”), a wholly-owned subsidiary of the Company headquartered in Birmingham, Alabama, operates in North America.

Motion Asia Pacific, also a wholly-owned subsidiary of the Company headquartered in Sydney, Australia, operates across Australasia.

well as strategically targeted specialty industries such as power generation, alternative energy, government, transportation, ports and others.

| Branches | | | | | | 463 | | | | | | 149 | | | | | | 612 | | |

| Total locations | | | | | | 533 | | | | | | 159 | | | | | | 692 | | |

KDG has approximately 220 locations across the United States and Puerto Rico.

*Competition.* The industrial parts distribution business is highly competitive and fragmented.

In response to the COVID-19 pandemic, we prioritized the health and safety of our employees while also contributing to the needs of the community through mask donations and many other initiatives.

Our recycling efforts divert thousands of tons of waste from landfills annually.

This program is a combination of in-person and virtual

We believe these programs demonstrate the Company’s ongoing commitment of developing our future leaders as well the addition of resources that specifically focus on the creation and implementation of development programs globally.

As part of our commitment, we are now a member of the Georgia Minority Supplier Diversity Council (GMSDC) and the Georgia Hispanic Chamber of Commerce (GHCC).

Additionally, we have increased our support for the United Way's African American Partnership and Young Professional Leaders programs.

Employees will soon be supported through four (4) initial Business Resource Groups (BRG's)-African American; Asian; Veteran; and Women, which will be established during the first quarter of the year.

For further engagement, many of our employees can participate in the McKinsey Connected Leaders Academy.

In addition, employees at all levels across the organization participated in training to gain a better understanding of unconscious bias and its impact on the business.

Information with respect to [removed: the Company's] [added: our] legal proceedings may be found in the Commitments and Contingencies [removed: footnote] [added: Footnote] in the 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: 2021][added: 2022]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | | | | | | | | | | | | | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | | |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | | | | | | | | | | | | | | [removed: (Zip Code)] [added: (Zip Code)] | | |

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $17.5] [added: $18.7] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 141,963,257] [added: 140,807,089] shares of the [removed: Company's] [added: company's] common stock outstanding as of February [removed: 14, 2022.][added: 20, 2023.]

Specifically identified portions of the [removed: Company’s] [added: company’s] definitive Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: April 28, 2022] [added: May 1, 2023] are incorporated by reference into Part III of this Form 10-K.

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| [Item [removed: 2.](#i8d52bc93d2974d609c528e7fc54024bd_37)] [added: 2.](#i564fc41b34ac4def81d60830a56562ae_46)] | | | [removed: [Properties](#i8d52bc93d2974d609c528e7fc54024bd_37)] [added: [Properties](#i564fc41b34ac4def81d60830a56562ae_46)] | | | [removed: [15](#i8d52bc93d2974d609c528e7fc54024bd_37)] [added: [15](#i564fc41b34ac4def81d60830a56562ae_46)] | | |

| [Item [removed: 3.](#i8d52bc93d2974d609c528e7fc54024bd_40)] [added: 3.](#i564fc41b34ac4def81d60830a56562ae_49)] | | | [Legal [removed: Proceedings](#i8d52bc93d2974d609c528e7fc54024bd_40)] [added: Proceedings](#i564fc41b34ac4def81d60830a56562ae_49)] | | | [removed: [16](#i8d52bc93d2974d609c528e7fc54024bd_40)] [added: [15](#i564fc41b34ac4def81d60830a56562ae_49)] | | |

| [Item [removed: 4.](#i8d52bc93d2974d609c528e7fc54024bd_43)] [added: 4.](#i564fc41b34ac4def81d60830a56562ae_52)] | | | [Mine Safety [removed: Disclosures](#i8d52bc93d2974d609c528e7fc54024bd_43)] [added: Disclosures](#i564fc41b34ac4def81d60830a56562ae_52)] | | | [removed: [16](#i8d52bc93d2974d609c528e7fc54024bd_43)] [added: [15](#i564fc41b34ac4def81d60830a56562ae_52)] | | |

| [Item [removed: 5.](#i8d52bc93d2974d609c528e7fc54024bd_49)] [added: 5.](#i564fc41b34ac4def81d60830a56562ae_58)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8d52bc93d2974d609c528e7fc54024bd_49)] [added: Securities](#i564fc41b34ac4def81d60830a56562ae_58)] | | | [removed: [17](#i8d52bc93d2974d609c528e7fc54024bd_49)] [added: [16](#i564fc41b34ac4def81d60830a56562ae_58)] | | |

| [Item [removed: 7.](#i8d52bc93d2974d609c528e7fc54024bd_55)] [added: 7.](#i564fc41b34ac4def81d60830a56562ae_64)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8d52bc93d2974d609c528e7fc54024bd_55)] [added: Operations](#i564fc41b34ac4def81d60830a56562ae_64)] | | | [removed: [19](#i8d52bc93d2974d609c528e7fc54024bd_55)] [added: [18](#i564fc41b34ac4def81d60830a56562ae_64)] | | |

| [Item [removed: 7A.](#i8d52bc93d2974d609c528e7fc54024bd_73)] [added: 7A.](#i564fc41b34ac4def81d60830a56562ae_82)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8d52bc93d2974d609c528e7fc54024bd_73)] [added: Risk](#i564fc41b34ac4def81d60830a56562ae_82)] | | | [removed: [30](#i8d52bc93d2974d609c528e7fc54024bd_73)] [added: [29](#i564fc41b34ac4def81d60830a56562ae_82)] | | |

| [Item [removed: 8.](#i8d52bc93d2974d609c528e7fc54024bd_76)] [added: 8.](#i564fc41b34ac4def81d60830a56562ae_85)] | | | [Financial Statements and Supplementary [removed: Data](#i8d52bc93d2974d609c528e7fc54024bd_76)] [added: Data](#i564fc41b34ac4def81d60830a56562ae_85)] | | | [removed: [32](#i8d52bc93d2974d609c528e7fc54024bd_76)] [added: [31](#i564fc41b34ac4def81d60830a56562ae_85)] | | |

| [Item [removed: 9.](#i8d52bc93d2974d609c528e7fc54024bd_154)] [added: 9.](#i564fc41b34ac4def81d60830a56562ae_166)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i8d52bc93d2974d609c528e7fc54024bd_154)] [added: Disclosure](#i564fc41b34ac4def81d60830a56562ae_166)] | | | [removed: [76](#i8d52bc93d2974d609c528e7fc54024bd_154)] [added: [72](#i564fc41b34ac4def81d60830a56562ae_166)] | | |

| [Item [removed: 9A.](#i8d52bc93d2974d609c528e7fc54024bd_157)] [added: 9A.](#i564fc41b34ac4def81d60830a56562ae_169)] | | | [Controls and [removed: Procedures](#i8d52bc93d2974d609c528e7fc54024bd_157)] [added: Procedures](#i564fc41b34ac4def81d60830a56562ae_169)] | | | [removed: [76](#i8d52bc93d2974d609c528e7fc54024bd_157)] [added: [72](#i564fc41b34ac4def81d60830a56562ae_169)] | | |

| [Item [removed: 9B.](#i8d52bc93d2974d609c528e7fc54024bd_163)] [added: 9B.](#i564fc41b34ac4def81d60830a56562ae_175)] | | | [Other [removed: Information](#i8d52bc93d2974d609c528e7fc54024bd_163)] [added: Information](#i564fc41b34ac4def81d60830a56562ae_175)] | | | [removed: [78](#i8d52bc93d2974d609c528e7fc54024bd_163)] [added: [75](#i564fc41b34ac4def81d60830a56562ae_175)] | | |

| [Item [removed: 9C.](#i8d52bc93d2974d609c528e7fc54024bd_1839)] [added: 9C.](#i564fc41b34ac4def81d60830a56562ae_178)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8d52bc93d2974d609c528e7fc54024bd_1839)] [added: Inspections](#i564fc41b34ac4def81d60830a56562ae_178)] | | | [removed: [78](#i8d52bc93d2974d609c528e7fc54024bd_1839)] [added: [75](#i564fc41b34ac4def81d60830a56562ae_178)] | | |

| [Item [removed: 10.](#i8d52bc93d2974d609c528e7fc54024bd_169)] [added: 10.](#i564fc41b34ac4def81d60830a56562ae_184)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8d52bc93d2974d609c528e7fc54024bd_169)] [added: Governance](#i564fc41b34ac4def81d60830a56562ae_184)] | | | [removed: [79](#i8d52bc93d2974d609c528e7fc54024bd_169)] [added: [76](#i564fc41b34ac4def81d60830a56562ae_184)] | | |

| [Item [removed: 11.](#i8d52bc93d2974d609c528e7fc54024bd_172)] [added: 11.](#i564fc41b34ac4def81d60830a56562ae_187)] | | | [Executive [removed: Compensation](#i8d52bc93d2974d609c528e7fc54024bd_172)] [added: Compensation](#i564fc41b34ac4def81d60830a56562ae_187)] | | | [removed: [80](#i8d52bc93d2974d609c528e7fc54024bd_172)] [added: [77](#i564fc41b34ac4def81d60830a56562ae_187)] | | |

| [Item [removed: 12.](#i8d52bc93d2974d609c528e7fc54024bd_175)] [added: 12.](#i564fc41b34ac4def81d60830a56562ae_190)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8d52bc93d2974d609c528e7fc54024bd_175)] [added: Matters](#i564fc41b34ac4def81d60830a56562ae_190)] | | | [removed: [80](#i8d52bc93d2974d609c528e7fc54024bd_175)] [added: [77](#i564fc41b34ac4def81d60830a56562ae_190)] | | |

| [Item [removed: 13.](#i8d52bc93d2974d609c528e7fc54024bd_178)] [added: 13.](#i564fc41b34ac4def81d60830a56562ae_193)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8d52bc93d2974d609c528e7fc54024bd_178)] [added: Independence](#i564fc41b34ac4def81d60830a56562ae_193)] | | | [removed: [80](#i8d52bc93d2974d609c528e7fc54024bd_178)] [added: [77](#i564fc41b34ac4def81d60830a56562ae_193)] | | |

| [Item [removed: 14.](#i8d52bc93d2974d609c528e7fc54024bd_181)] [added: 14.](#i564fc41b34ac4def81d60830a56562ae_196)] | | | [Principal Accounting Fees and [removed: Services](#i8d52bc93d2974d609c528e7fc54024bd_181)] [added: Services](#i564fc41b34ac4def81d60830a56562ae_196)] | | | [removed: [80](#i8d52bc93d2974d609c528e7fc54024bd_181)] [added: [78](#i564fc41b34ac4def81d60830a56562ae_196)] | | |

| [Item [removed: 15.](#i8d52bc93d2974d609c528e7fc54024bd_187)] [added: 15.](#i564fc41b34ac4def81d60830a56562ae_202)] | | | [Exhibits and Financial Statement [removed: Schedules](#i8d52bc93d2974d609c528e7fc54024bd_187)] [added: Schedules](#i564fc41b34ac4def81d60830a56562ae_202)] | | | [removed: [81](#i8d52bc93d2974d609c528e7fc54024bd_187)] [added: [79](#i564fc41b34ac4def81d60830a56562ae_202)] | | |

| [Item [removed: 16.](#i8d52bc93d2974d609c528e7fc54024bd_190)] [added: 16.](#i564fc41b34ac4def81d60830a56562ae_205)] | | | [Form 10-K [removed: Summary](#i8d52bc93d2974d609c528e7fc54024bd_190)] [added: Summary](#i564fc41b34ac4def81d60830a56562ae_205)] | | | [removed: [85](#i8d52bc93d2974d609c528e7fc54024bd_190)] [added: [83](#i564fc41b34ac4def81d60830a56562ae_205)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART II](#i564fc41b34ac4def81d60830a56562ae_55) | | | | | | | | |

| [Item 6.](#i564fc41b34ac4def81d60830a56562ae_61) | | | [(Reserved)](#i564fc41b34ac4def81d60830a56562ae_61) | | | [17](#i564fc41b34ac4def81d60830a56562ae_61) | | |

| [PART III](#i564fc41b34ac4def81d60830a56562ae_181) | | | | | | | | |

| [PART IV](#i564fc41b34ac4def81d60830a56562ae_199) | | | | | | | | |

| | | | [Signatures](#i564fc41b34ac4def81d60830a56562ae_208) | | | [84](#i564fc41b34ac4def81d60830a56562ae_208) | | |

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

| [Item 6.](#i8d52bc93d2974d609c528e7fc54024bd_52) | | | [Selected Financial Data](#i8d52bc93d2974d609c528e7fc54024bd_52) | | | [18](#i8d52bc93d2974d609c528e7fc54024bd_52) | | |

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

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

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

The following table summarizes our company-owned [added: and operated] distribution centers, retail stores, branches and service centers as of December 31, [removed: 2021:][added: 2022:]

| [removed: Automotive Parts:] [added: Automotive:] | | | | | | | | | | | |

| North America | | | 77 | | | | | | [removed: 1,535] [added: 1,682] | | |

| [removed: Industrial Parts:] [added: Industrial:] | | | | | | | | | | | |

| North America | | | [removed: 15] [added: 19] | | | | | | [removed: 518] [added: 616] | | |

| Australasia | | | [removed: 9] [added: 16] | | | | | | 150 | | |

| Total Industrial [removed: Parts] | | | [removed: 24] [added: 35] | | | | | | [removed: 668] [added: 766] | | |

In addition to the properties set forth [removed: above the Company has] [added: above, we have] various headquarters, shared service centers and other facilities.

[removed: The Company's] [added: Our] corporate and U.S. Automotive [removed: Parts Group] headquarters are located in two office buildings owned by [removed: the Company] [added: us] in Atlanta, Georgia.

[removed: The Company] [added: We] generally [removed: owns] [added: own] distribution centers and [removed: leases] [added: lease] retail stores and branches.

| Europe | | | 78 | | | | | | 742 | | |

| Australasia | | | 14 | | | | | | 529 | | |

| Total Automotive | | | 169 | | | | | | 2,953 | | |

| Total | | | 204 | | | | | | 3,719 | | |

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

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

| Total Automotive Parts | | | 162 | | | | | | 2,727 | | |

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

[removed: The Company’s] [added: Our] common stock is traded on the New York Stock Exchange under the ticker symbol “GPC.”

[removed: The Company has] [added: We have] paid a cash dividend to shareholders every year since going public in 1948 and increased the annual dividend for [removed: 65] [added: 66] consecutive years through [removed: 2021.][added: 2022.]

While we have historically paid dividends to holders of our common stock on a quarterly [removed: basis,] [added: basis and expect to continue doing so going forward,] 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.

Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on [removed: the Company’s] [added: our] 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 [removed: the Company] [added: us] as set forth below for the five year period that commenced December 31, [removed: 2016] [added: 2017] and ended December 31, [removed: 2021.][added: 2022.]

This graph assumes that $100 was invested on December 31, [removed: 2016] [added: 2017] in Genuine Parts Company common stock, the S&P 500 Stock Index [removed: (the Company is] [added: (we are] a member of the S&P 500 Stock Index, and [removed: its] [added: our] 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: ]

| Cumulative Total Shareholder Return $ at Fiscal Year End | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

In constructing the Peer Index for use in the stock performance graph above, [removed: the Company] [added: we] used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market [added: capitalization at]

[removed: capitalization at] December 31, [removed: 2016] [added: 2017] and including reinvestment of dividends) that compete with [removed: the Company] [added: us] in [removed: its] [added: our] two industry segments: automotive parts and industrial parts (each group of companies included in the Peer Index as competing with [removed: the Company] [added: us] in a separate industry segment is hereinafter referred to as a “Peer Group”).

Included in the automotive parts Peer Group are those companies making up the Dow Jones U.S. Auto Parts Index [removed: (the Company is] [added: (we are] a member of such industry group, and its individual shareholder return was included when calculating the Peer Index results set forth in the performance graph).

Included in the industrial parts Peer Group are Applied Industrial Technologies, Inc., Fastenal Company, and W.W. Grainger, Inc. In determining the Peer Index, each Peer Group was weighted to reflect [removed: the Company’s] [added: our] annual net sales in each industry segment.

As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 3,953] [added: 6,892] holders of record of the [removed: Company’s] [added: company’s] common stock.

The following table provides information about the purchases of shares of the [removed: Company’s] [added: company’s] common stock during the three month period ended December 31, [removed: 2021:][added: 2022:]

(2)On August 21, 2017, the Board of Directors announced that it had authorized the repurchase of [removed: 15.0] [added: 15] million shares.

Approximately [removed: 11.9] [added: 10.3] million shares authorized remain available to be repurchased by the [removed: Company.][added: company.]

There were no other repurchase plans announced as of December 31, [removed: 2021.][added: 2022.]

| Genuine Parts Company | | | | | | $100.00 | | | | | | $104.11 | | | | | | $118.74 | | | | | | $116.13 | | | | | | $166.52 | | | | | | $211.19 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $95.62 | | | | | | $125.73 | | | | | | $148.87 | | | | | | $191.60 | | | | | | $156.90 | | |

| Peer Index | | | | | | $100.00 | | | | | | $83.10 | | | | | | $106.58 | | | | | | $127.14 | | | | | | $156.34 | | | | | | $125.91 | | |

| October 1, 2022 through October 31, 2022 | | | | | | 18,142 | | | | | | $ | 173.00 | | | | | 124,004 | | | | | | 10,458,662 | | |

| November 1, 2022 through November 30, 2022 | | | | | | 22,892 | | | | | | $ | 178.92 | | | | | 109,115 | | | | | | 10,349,547 | | |

| December 1, 2022 through December 31, 2022 | | | | | | 2,183 | | | | | | $ | 171.00 | | | | | 56,549 | | | | | | 10,292,998 | | |

| Total | | | | | | 43,217 | | | | | | $ | 176.04 | | | | | 289,668 | | | | | | 10,292,998 | | |

| 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 | | |

| 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 | | |

Not applicable.

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: I](#i8d52bc93d2974d609c528e7fc54024bd_82)[D](#i8d52bc93d2974d609c528e7fc54024bd_82)[:](#i8d52bc93d2974d609c528e7fc54024bd_82) 42[)](#i8d52bc93d2974d609c528e7fc54024bd_82)] [added: ID](#i564fc41b34ac4def81d60830a56562ae_91)[:](#i564fc41b34ac4def81d60830a56562ae_91) 42[)](#i564fc41b34ac4def81d60830a56562ae_91)] | | | [removed: [33](#i8d52bc93d2974d609c528e7fc54024bd_82)] [added: [33](#i564fc41b34ac4def81d60830a56562ae_91)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i8d52bc93d2974d609c528e7fc54024bd_85)[1](#i8d52bc93d2974d609c528e7fc54024bd_85) [and](#i8d52bc93d2974d609c528e7fc54024bd_85) [20](#i8d52bc93d2974d609c528e7fc54024bd_85)[20](#i8d52bc93d2974d609c528e7fc54024bd_85)] [added: 202](#i564fc41b34ac4def81d60830a56562ae_94)[2](#i564fc41b34ac4def81d60830a56562ae_94) [and](#i564fc41b34ac4def81d60830a56562ae_94) [2021](#i564fc41b34ac4def81d60830a56562ae_94)] | | | [removed: [36](#i8d52bc93d2974d609c528e7fc54024bd_85)] [added: [36](#i564fc41b34ac4def81d60830a56562ae_94)] | | |

| [Consolidated Statements of Income for the Years Ended [removed: December 31, 202](#i8d52bc93d2974d609c528e7fc54024bd_88)[1](#i8d52bc93d2974d609c528e7fc54024bd_88)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_88)[20](#i8d52bc93d2974d609c528e7fc54024bd_88) [and 20](#i8d52bc93d2974d609c528e7fc54024bd_88)[19](#i8d52bc93d2974d609c528e7fc54024bd_88)] [added: December](#i564fc41b34ac4def81d60830a56562ae_97) [31, 202](#i564fc41b34ac4def81d60830a56562ae_97)[2](#i564fc41b34ac4def81d60830a56562ae_97)[, 202](#i564fc41b34ac4def81d60830a56562ae_97)[1](#i564fc41b34ac4def81d60830a56562ae_97) [and](#i564fc41b34ac4def81d60830a56562ae_97) [20](#i564fc41b34ac4def81d60830a56562ae_97)[20](#i564fc41b34ac4def81d60830a56562ae_97)] | | | [removed: [37](#i8d52bc93d2974d609c528e7fc54024bd_88)] [added: [37](#i564fc41b34ac4def81d60830a56562ae_97)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 202](#i8d52bc93d2974d609c528e7fc54024bd_91)[1](#i8d52bc93d2974d609c528e7fc54024bd_91)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_91)[20](#i8d52bc93d2974d609c528e7fc54024bd_91)[, and 201](#i8d52bc93d2974d609c528e7fc54024bd_91)[9](#i8d52bc93d2974d609c528e7fc54024bd_91)] [added: 202](#i564fc41b34ac4def81d60830a56562ae_100)[2](#i564fc41b34ac4def81d60830a56562ae_100)[, 202](#i564fc41b34ac4def81d60830a56562ae_100)[1](#i564fc41b34ac4def81d60830a56562ae_100)[, and](#i564fc41b34ac4def81d60830a56562ae_100) [20](#i564fc41b34ac4def81d60830a56562ae_100)[20](#i564fc41b34ac4def81d60830a56562ae_100)] | | | [removed: [38](#i8d52bc93d2974d609c528e7fc54024bd_91)] [added: [38](#i564fc41b34ac4def81d60830a56562ae_100)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 202](#i8d52bc93d2974d609c528e7fc54024bd_94)[1](#i8d52bc93d2974d609c528e7fc54024bd_94)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_94)[20](#i8d52bc93d2974d609c528e7fc54024bd_94) [and 201](#i8d52bc93d2974d609c528e7fc54024bd_94)[9](#i8d52bc93d2974d609c528e7fc54024bd_94)] [added: 202](#i564fc41b34ac4def81d60830a56562ae_103)[2](#i564fc41b34ac4def81d60830a56562ae_103)[, 202](#i564fc41b34ac4def81d60830a56562ae_103)[1](#i564fc41b34ac4def81d60830a56562ae_103) [and](#i564fc41b34ac4def81d60830a56562ae_103) [20](#i564fc41b34ac4def81d60830a56562ae_103)[20](#i564fc41b34ac4def81d60830a56562ae_103)] | | | [removed: [39](#i8d52bc93d2974d609c528e7fc54024bd_94)] [added: [39](#i564fc41b34ac4def81d60830a56562ae_103)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#i8d52bc93d2974d609c528e7fc54024bd_97)[1](#i8d52bc93d2974d609c528e7fc54024bd_97)[, 20](#i8d52bc93d2974d609c528e7fc54024bd_97)[20](#i8d52bc93d2974d609c528e7fc54024bd_97) [and 201](#i8d52bc93d2974d609c528e7fc54024bd_97)[9](#i8d52bc93d2974d609c528e7fc54024bd_97)] [added: 202](#i564fc41b34ac4def81d60830a56562ae_106)[2](#i564fc41b34ac4def81d60830a56562ae_106)[, 202](#i564fc41b34ac4def81d60830a56562ae_106)[1](#i564fc41b34ac4def81d60830a56562ae_106) [and](#i564fc41b34ac4def81d60830a56562ae_106) [20](#i564fc41b34ac4def81d60830a56562ae_106)[20](#i564fc41b34ac4def81d60830a56562ae_106)] | | | [removed: [40](#i8d52bc93d2974d609c528e7fc54024bd_97)] [added: [40](#i564fc41b34ac4def81d60830a56562ae_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8d52bc93d2974d609c528e7fc54024bd_100)] [added: Statements](#i564fc41b34ac4def81d60830a56562ae_109)] | | | [removed: [41](#i8d52bc93d2974d609c528e7fc54024bd_100)] [added: [41](#i564fc41b34ac4def81d60830a56562ae_109)] | | |

We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 17, 2022] [added: 23, 2023] expressed an unqualified opinion thereon.

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of [added: relevant] controls over the Company’s [removed: goodwill impairment review process,] [added: process for estimating the fair value of customer relationships,] including controls over [removed: management’s] [added: management's] review of the significant [removed: assumptions described above.] [added: assumptions, including the future revenue growth rates and EBITDA margins, used in the valuation of this this intangible asset and review of the valuation model.] To test the estimated fair value of [removed: a reporting unit where] the [removed: quantitative impairment test was performed,] [added: customer relationships,] we performed audit procedures that included, among others, [removed: assessing] [added: evaluating the Company's valuation] methodologies and [removed: testing] [added: evaluating] the significant assumptions [removed: discussed above and the underlying data] used by the [removed: Company in its analysis. For example, we compared the significant assumptions of 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.] [added: Company.] We involved our valuation specialists to assist [removed: in] [added: with] our evaluation of the [removed: Company's valuation] methodology [added: used by the Company] and significant [removed: assumptions. In addition, we assessed] [added: assumptions included in] the [added: fair value estimates. Our testing also included comparing the significant assumptions used to the] historical [removed: accuracy] [added: results] of [removed: management’s estimates] [added: the acquired business] and [added: to other guideline companies within the same industry. We also] performed sensitivity analyses of [added: the] significant assumptions to evaluate the [removed: changes] [added: change] in the fair value of [removed: a reporting unit that would result] [added: the intangible assets resulting] from changes in the assumptions. | | | | | | | | | | | |

| *Description of the Matter* | | | As disclosed in Notes 1 and 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: 2021] [added: 2022] was [removed: $180,746,000.] [added: $220 million.] 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: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 714,701 | | | | | [removed: $] | 990,166 | | [added: | | | | 276,992 | | |]

| Trade accounts receivable, net | | | [removed: 1,797,955] [added: 2,188,868] | | | | | | [removed: 1,556,966] [added: 1,797,955] | | |

| Merchandise inventories, net | | | [removed: 3,889,919] [added: 4,441,649] | | | | | | [removed: 3,506,271] [added: 3,889,919] | | |

| Prepaid expenses and other current assets | | | [removed: 1,353,847] [added: 1,532,759] | | | | | | [removed: 1,060,360] [added: 1,353,847] | | |

| Total current assets | | | [removed: 7,756,422] [added: 8,816,739] | | | | | | [removed: 7,113,763] [added: 7,756,422] | | |

| Goodwill | | | [removed: 1,915,307] [added: 2,588,113] | | | | | | [removed: 1,917,477] [added: 1,915,307] | | |

| Other intangible assets, net | | | [removed: 1,406,401] [added: 1,812,510] | | | | | | [removed: 1,498,257] [added: 1,406,401] | | |

| Operating lease assets | | | [removed: 1,053,689] [added: 1,104,678] | | | | | | [removed: 1,038,877] [added: 1,053,689] | | |

| [removed: Property,] [added: Total net property,] plant and [removed: equipment, net] [added: equipment] | | | [added: | | | $ | 1,326,014 | | | | | $ |] 1,234,399 | | | | | [added: $] | 1,162,043 | | [removed: |]

| Total assets | | | $ | [removed: 14,352,102] [added: 16,495,379] | | | | | $ | [removed: 13,440,215] [added: 14,352,102] | |

| Trade accounts payable | | | $ | [removed: 4,804,939] [added: 5,456,550] | | | | | $ | [removed: 4,128,084] [added: 4,804,939] | |

| Current portion of debt | | | [removed: —] [added: 252,029] | | | | | | [removed: 160,531] [added: —] | | |

| Other current liabilities | | | [removed: 1,660,768] [added: 1,851,340] | | | | | | [removed: 1,491,426] [added: 1,660,768] | | |

| Dividends payable | | | [removed: 115,876] [added: 126,191] | | | | | | [removed: 114,043] [added: 115,876] | | |

| Total current liabilities | | | [removed: 6,581,583] [added: 7,686,110] | | | | | | [removed: 5,894,084] [added: 6,581,583] | | |

| Long-term debt | | | [removed: 2,409,363] [added: 3,076,794] | | | | | | [removed: 2,516,614] [added: 2,409,363] | | |

| Operating lease liabilities | | | [removed: 789,175] [added: 836,019] | | | | | | [removed: 789,294] [added: 789,175] | | |

| Pension and other post-retirement benefit liabilities | | | [removed: 265,134] [added: 197,879] | | | | | | [removed: 265,687] [added: 265,134] | | |

| Deferred tax liabilities | | | [removed: 280,778] [added: 391,163] | | | | | | [removed: 212,910] [added: 280,778] | | |

| Other long-term liabilities | | | [removed: 522,779] [added: 502,967] | | | | | | [removed: 543,623] [added: 522,779] | | |

| Common stock, par value $1 per share - authorized 450,000,000 shares; issued and outstanding - [removed: 2021] [added: 2022] - [removed: 142,180,683] [added: 140,941,649] shares and [removed: 2020] [added: 2021] - [removed: 144,354,335] [added: 142,180,683] shares | | | [removed: 142,181] [added: 140,941] | | | | | | [removed: 144,354] [added: 142,181] | | |

| Additional paid-in capital | | | [removed: 119,975] [added: 140,324] | | | | | | [removed: 117,165] [added: 119,975] | | |

| Accumulated other comprehensive loss | | | [removed: (857,739)] [added: (1,032,542)] | | | | | | [removed: (1,036,502)] [added: (857,739)] | | |

| Retained earnings | | | [removed: 4,086,325] [added: 4,541,640] | | | | | | [removed: 3,979,779] [added: 4,086,325] | | |

| Total parent equity | | | [removed: 3,490,742] [added: 3,790,363] | | | | | | [removed: 3,204,796] [added: 3,490,742] | | |

| Noncontrolling interests in subsidiaries | | | [removed: 12,548] [added: 14,084] | | | | | | [removed: 13,207] [added: 12,548] | | |

| Total equity | | | [removed: 3,503,290] [added: 3,804,447] | | | | | | [removed: 3,218,003] [added: 3,503,290] | | |

| | | | Fair Value of Customer Relationships Acquired in the Kaman Distribution Group Business Combination | | | | | | | | | | | |

| *Description of the Matter* | | | As disclosed in Note 10 to the consolidated financial statements, the Company completed the acquisition of Kaman Distribution Group (KDG) during 2022 for an aggregate net purchase price of $1.3 billion. This acquisition was accounted for under the acquisition method of accounting for business combinations. The Company allocated the net purchase price to the assets acquired and the liabilities assumed based on their respective fair values as of the date of acquisition, including other intangible assets of $568 million. Of the other intangible assets acquired, the largest was customer relationships of $527 million. Auditing the Company's valuation of customer relationships was complex and required significant auditor judgment due to the significant estimation uncertainty in evaluating certain assumptions required to estimate the fair value. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair value of the customer relationships to assumptions about the future cash flows that the Company expects to generate from the acquired business. The Company used the multi-period excess earnings method under the income approach to measure the customer relationships. The fair value measure was sensitive to underlying assumptions including discount rates and certain assumptions that form the basis of the forecasted results (e.g., future revenue growth rates and EBITDA margins). The significant assumptions are forward-looking and could be affected by future economic and market conditions. | | | | | | | | | | | |

February 23, 2023

| Cash and cash equivalents | | | $ | 653,463 | | | | | $ | 714,701 | |

| Other assets | | | 847,325 | | | | | | 985,884 | | |

| Net income (loss) | | | $ | 1,182,701 | | | | | $ | 898,790 | | | | | $ | (29,102) | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,182,701 | | | | | | 1,182,701 | | | | | | — | | | | | | 1,182,701 | | |

| Share-based awards exercised, including tax benefit of $5,495 | | | 333,185 | | | | | | 332 | | | | | | (17,709) | | | | | | — | | | | | | — | | | | | | (17,377) | | | | | | — | | | | | | (17,377) | | |

| Purchase of stock | | | (1,572,219) | | | | | | (1,572) | | | | | | — | | | | | | — | | | | | | (221,154) | | | | | | (222,726) | | | | | | — | | | | | | (222,726) | | |

| Balance at December 31, 2022 | | | 140,941,649 | | | | | | $ | 140,941 | | | | | $ | 140,324 | | | | | $ | (1,032,542) | | | | | $ | 4,541,640 | | | | | $ | 3,790,363 | | | | | $ | 14,084 | | | | | $ | 3,804,447 | |

| Net income (loss) | | | $ | 1,182,701 | | | | | $ | 898,790 | | | | | $ | (29,102) | |

| Net income from continuing operations | | | 1,182,701 | | | | | | 898,790 | | | | | | 163,395 | | |

| Depreciation and amortization | | | 347,819 | | | | | | 290,971 | | | | | | 272,842 | | |

| Gain on sale of real estate | | | (102,803) | | | | | | — | | | | | | — | | |

| Other operating activities | | | 18,377 | | | | | | 22,575 | | | | | | 23,248 | | |

| Other assets and liabilities | | | (71,016) | | | | | | (200,411) | | | | | | (51,909) | | |

| Proceeds from settlement of net investment hedge | | | 158,441 | | | | | | — | | | | | | — | | |

December 31, 2022

There were no liquidations of LIFO inventory layers in 2022.

While

For the years ended December 31, 2022, 2021, and 2020 we recognized losses related to impairments and disposals of $17 million, $61 million, and $6 million, respectively.

(Refer to the Goodwill and Other Intangible Assets Footnote and the Property, Plant and Equipment Footnote for more information on the losses that occurred in 2022 and 2021, respectively).

We carry high deductible policies for a majority of these liabilities.

The analysis involves calculating loss development factors and applying them to reserves supplied by our insurance providers.

Fair value measurement using unobservable inputs is inherently uncertain, and the use of different methodologies or assumptions to determine the fair value instruments could result in a different fair value measurement at the reporting date.

There have been no changes in the methodologies used since December 31, 2021.

We incurred $50 million in costs for the plan in the year ended December 31, 2020.

No further material costs have been incurred.

We expense legal costs related to loss contingencies as they are incurred.

We consider the

Liabilities—Supplier Finance Programs (Subtopic 405-50)

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs.

This standard requires disclosure of the key terms of outstanding supply chain finance programs and a rollforward of the related amounts due to vendors participating in these programs.

The new standard does not affect the recognition, measurement or financial statement presentation of any amounts due.

The ASU becomes effective January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024.

| Gain on sales of real estate (1) | | | | | | $ | 102,803 | | | | | $ | — | | | | | $ | — | |

| Product liability adjustment (3) | | | | | | (28,730) | | | | | | — | | | | | | — | | |

| Goodwill impairment charge (7) | | | | | | — | | | | | | — | | | | | | (506,721) | | |

*(1)Amount reflects a gain on the sale of real estate that had been leased to S.P. Richards.*

*(3)Amount to remeasure product liability for a revised estimate of the number of claims to be incurred in future periods, among other assumptions.*

| | | | Valuation of Goodwill | | | | | | | | | | | |

| *Description of the Matter* | | | As of December 31, 2021, the Company’s goodwill was $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. Auditing management’s quantitative impairment test for goodwill was complex and judgmental due to the significant estimation required to determine the fair value of 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. | | | | | | | | | | | |

February 17, 2022

Genuine Parts Company and Subsidiaries

| Deferred tax assets | | | 829 | | | | | | 65,658 | | |

| Other assets | | | 985,055 | | | | | | 644,140 | | |

| Balance at January 1, 2019 | | | 145,936,613 | | | | | | $ | 145,937 | | | | | $ | 78,380 | | | | | $ | (1,115,078) | | | | | $ | 4,341,212 | | | | | $ | 3,450,451 | | | | | $ | 21,540 | | | | | $ | 3,471,991 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 621,085 | | | | | | 621,085 | | | | | | — | | | | | | 621,085 | | |

| Share-based awards exercised, including tax benefit of $4,920 | | | 240,568 | | | | | | 240 | | | | | | (11,653) | | | | | | — | | | | | | — | | | | | | (11,413) | | | | | | — | | | | | | (11,413) | | |

| Purchase of stock | | | (799,023) | | | | | | (799) | | | | | | — | | | | | | — | | | | | | (73,388) | | | | | | (74,187) | | | | | | — | | | | | | (74,187) | | |

| Cumulative effect from adoption of ASU No. 2016-02, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,797 | | | | | | 4,797 | | | | | | — | | | | | | 4,797 | | |

| Cumulative effect from adoption of ASU 2016-13, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,432) | | | | | | (11,432) | | | | | | — | | | | | | (11,432) | | |

| Excess tax benefit from share-based compensation | | | (7,076) | | | | | | (677) | | | | | | (4,920) | | |

| Other operating activities | | | (21,183) | | | | | | 12,569 | | | | | | (17,589) | | |

| Other short-term assets and liabilities | | | (148,089) | | | | | | (109,812) | | | | | | 11,740 | | |

| Cash and cash equivalents at beginning of year | | | 990,166 | | | | | | 276,992 | | | | | | 333,547 | | |

Notes to Consolidated Financial Statements

(in thousands, except per share data)

1.

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

The extent to which the COVID-19 pandemic impacts the Company will depend on numerous factors and future developments that we cannot predict, including partial or complete shut downs, travel restrictions, and stay-at-home orders, impacts on our supply chain and our ability to keep operating locations open.

If the pandemic persists or worsens, the estimates and assumptions management made as of December 31, 2021 could change, and it is reasonably possible such changes could be significant.

Contracts with customers may include multiple performance obligations.

For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price and recognizes revenue upon delivery or as services are rendered.

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).

For the year ended December 31, 2020, the Company recognized long-lived asset impairments of $6,243 related to certain assets abandoned in connection with the 2019 Cost Savings Plan (refer to the restructuring footnote for more information).

In addition, the Company carries various large risk deductible workers’ compensation policies for the majority of workers’ compensation liabilities.

The analysis calculates development factors, which are applied to total reserves as provided by the various insurance companies who underwrite the program.

- Level 1.

- Level 2.

- Level 3.

Derivative financial instruments are not used for trading or other speculative purposes.

When a designated instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively.

The Company’s legal costs expected to be incurred in connection with loss contingencies are expensed as such costs are incurred.

Compensation - Retirement Benefits (Topic 715)

In August 2018, the FASB issued ASU 2018-14, *Changes to the Disclosure Requirements for Defined Benefit Plans*.

The updated accounting guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing, adding and clarifying certain disclosures.

The Company adopted this new accounting standard on January 1, 2020 on a retrospective basis.

The adoption of this ASU did not have an impact on the Company’s financial position, results of operations, or cash flows.

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

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of [removed: the Company’s] [added: our] management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of [removed: the Company’s] [added: our] disclosure controls and procedures, as such term is defined in SEC Rule 13a-15(e).

Based on that evaluation, [removed: the Company’s] [added: our] management, including the CEO and CFO, concluded that [removed: the Company’s] [added: our] disclosure controls and procedures were effective, as of December 31, [removed: 2021,] [added: 2022,] 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.

[removed: The Company’s] [added: Our] internal control system was designed to provide reasonable assurance to [removed: the Company’s] [added: our] management and to the board of directors regarding the preparation and fair presentation of [removed: the Company’s] [added: our] published consolidated financial statements.

[removed: The Company’s] [added: Our] internal control over financial reporting includes those policies and procedures that:

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of [removed: the Company’s] [added: our] assets that could have a material effect on the financial statements.

[removed: The Company’s] [added: Our] management, including our CEO and CFO, assessed the effectiveness of [removed: the Company’s] [added: our] internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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 [removed: the Company’s] [added: our] internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

There have been no changes in [removed: the Company’s] [added: our] internal control over financial reporting during [removed: the Company’s] [added: our] fourth fiscal quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, [removed: the Company’s] [added: our] internal control over financial reporting.

The effectiveness of [removed: the Company's] [added: our] internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022,] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 17, 2022] [added: 23, 2023,] expressed an unqualified opinion thereon.

Basis [removed: of] [added: for] Opinion

On January 3, 2022, the company, through its wholly-owned subsidiary, Motion Industries, Inc., acquired all of the equity interests in KDG for a purchase price of approximately $1.3 billion in cash.

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for one year following the acquisition, management excluded an assessment of the effectiveness of our internal control over financial reporting related to KDG.

As of and for the fiscal year ended December 31, 2022 KDG represents approximately 5% of our consolidated total net sales and approximately 8% of our consolidated total assets.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Kaman Distribution Group (KDG), which is included in the 2022 consolidated financial statements of the Company and constituted 8% of total assets as of December 31, 2022 and 5% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of KDG.

February 23, 2023

February 17, 2022

Donahue*, age [removed: 65,] [added: 66,] was appointed Chairman of the Board and Chief Executive Officer of the [removed: Company] [added: company] in April of 2019.

Stengel*, age [removed: 44,] [added: 45,] was appointed President [added: and Chief Operating Officer] of the [removed: Company] [added: company] on January [removed: 15, 2021.][added: 1, 2023.]

Mr. Stengel previously served as [added: President of the company from January 2021 and] Executive Vice President and Chief Transformation Officer of the [removed: Company] [added: company] from November 2019.

[removed: Yancey*,] [added: Neill*,] age [removed: 58,] [added: 61,] was appointed Executive Vice President and Chief [removed: Financial] [added: Human Resource] Officer of the [removed: Company] [added: company] in [removed: March 2013, and also held the additional title of Corporate Secretary of the Company up to] February [removed: 2015.][added: of 2020.]

[removed: Neill*,] [added: *Bert Nappier*,] age [removed: 60,] [added: 48,] was appointed Executive Vice President and Chief [removed: Human Resource] [added: Financial] Officer [removed: of the Company in February of 2020.][added: on May 2, 2022.]

Breaux*, age [removed: 59,] [added: 60,] was appointed President of Motion Industries on January 1, 2019.

Herron*, age [removed: 59,] [added: 60,] was appointed President of the U.S. Automotive 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 Conduct”, under the heading “Corporate Governance - Board Committees - Audit Committee”, and under the heading “Corporate Governance - Director Nominating Process” of [added: the Proxy Statement and is incorporated herein by reference.]

Mr. Nappier served as Executive Vice President, Finance and Treasurer at FedEx Corporation (“FedEx”) from June 2020 to January 2022, where he led teams responsible for corporate finance, cash management, global tax planning and strategy, risk management and corporate development.

Prior to that date, Mr. Nappier served in various other roles at FedEx, including as President, FedEx Express Europe and Chief Executive Officer, TNT Express, Senior Vice President, International Chief Financial Officer and Staff Vice President, Staff Vice President and Corporate Controller.

Before joining FedEx in 2005, Mr. Nappier served as Director of SEC Reporting and Accounting for Wright Medical Technology, Inc. and an Audit Manager at Ernst & Young LLP, with six years in public accounting.

*Carol B.

Ms. Yancey was Senior Vice President - Finance and Corporate Secretary from 2005 until her appointment as Executive Vice President - Finance in November 2012.

Previously, Ms. Yancey was named Vice President of the Company in 1999 and Corporate Secretary in 1995.

Prior to that, she served as Assistant Corporate Secretary from 1994 to 1995, Director of Shareholder Relations from 1992 to 1994, and Director of Investor Relations in 1991, when she joined the Company.

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: “2021] [added: “2022] Grants of Plan-Based Awards”, [removed: “2021] [added: “2022] Outstanding Equity Awards at Fiscal Year-End”, [removed: “2021] [added: “2022] Option Exercises and Stock Vested”, [removed: “2021] [added: “2022] Pension Benefits”, [removed: “2021] [added: “2022] 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: 2021] [added: 2022] about the common stock that may be issued under all of the [removed: Company’s] [added: company’s] existing equity compensation plans:

| Equity Compensation Plans Approved by Shareholders: | | | | | | [removed: 282,400] [added: 113,596] | | | (2) | | | $ | [removed: 85.12] [added: 88.33] | | | | | — | | | | | |

| Equity Compensation Plans Not Approved by Shareholders: | | | | | | [removed: 128,027] [added: 135,443] | | | (4) | | | n/a | | | | | | [removed: 871,973] [added: 864,557] | | | | | |

[removed: (5)All] [added: (6)All] of these shares are available for issuance pursuant to grants of full-value stock awards.

| | | | | | | 1,297,250 | | | (3) | | | $ | 95.06 | | (5) | | | 6,926,578 | | | (6) | | |

| Total | | | | | | 1,546,289 | | | | | | — | | | | | | 7,791,135 | | | | | |

(5)The weighted average exercise price of outstanding options, warrants and rights is calculated based solely on the exercise price of outstanding options and does not take into account outstanding restricted stock units, which have no exercise price.

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

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

Consolidated balance sheets — December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated statements of income — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated statements of comprehensive income — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated statements of equity — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated statements of cash flows — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Notes to consolidated financial statements — December 31, [removed: 2021][added: 2022]

| Exhibit 2.1 | | | | | | [Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the [removed: Company,] [added: 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, [removed: 2021](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/projectcobalt-purchaseagre.htm)] [added: 2021 (Incorporated herein by reference from the company's annual report on Form 10-K dated February 17, 2022.)](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/projectcobalt-purchaseagre.htm)] | | |

| Exhibit 3.1 | | | | | | [Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007. (Incorporated herein by reference from [removed: the Company’s Current Report] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm)[ompany’s](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm)[urrent](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm) [r](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm)[eport] on Form 8-K, dated April 23, 2007.)](http://www.sec.gov/Archives/edgar/data/40987/000129993307002400/exhibit1.htm) | | |

| Exhibit 3.2 | | | | | | [By-Laws of [removed: the Company,] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm)[ompany,] as amended and restated November 19, 2018. (Incorporated herein by reference from [removed: the Company’s Current Report] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm)[ompany’s](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm)[urrent](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm) [r](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm)[eport] on Form 8-K, dated November 19, 2018.)](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm) | | |

| Exhibit 4.1 | | | | | | [Description of Genuine Parts [removed: Company Common Stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098722000013/a202110-kexhibit41.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/40987/000004098723000008/a202210-kexhibit41.htm) [c](https://www.sec.gov/Archives/edgar/data/40987/000004098723000008/a202210-kexhibit41.htm)[ommon](https://www.sec.gov/Archives/edgar/data/40987/000004098723000008/a202210-kexhibit41.htm) [s](https://www.sec.gov/Archives/edgar/data/40987/000004098723000008/a202210-kexhibit41.htm)[tock.](https://www.sec.gov/Archives/edgar/data/40987/000004098723000008/a202210-kexhibit41.htm)] | | |

| Exhibit 4.3 | | | | | | [Indenture, dated October 29, 2020, between [removed: the Company] [added: the](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm) [c](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm)[ompany] and U.S. Bank National Association (Incorporated herein by reference from [removed: the Company’s Current Report] [added: the](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm) [c](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm)[ompany’s](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm) [c](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm)[urrent](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm) [r](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex41.htm)[eport] 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 [removed: the Company’s Current Report] [added: the](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm) [c](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm)[ompany’s](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm) [c](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm)[urrent](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm) [r](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm)[eport] on Form 8-K, dated October 27, 2020)](https://www.sec.gov/Archives/edgar/data/0000040987/000119312520281073/d83790dex42.htm) | | |

| Exhibit 10.2* | | | | | | [Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014405002175/g93577exv10w7.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014405002175/g93577exv10w7.htm)[ompany’s] Annual Report on Form 10-K, dated March 7, 2005.)](http://www.sec.gov/Archives/edgar/data/40987/000095014405002175/g93577exv10w7.htm) | | |

| Exhibit 10.3* | | | | | | [Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html) [c](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html)[ompany’s] Annual Report on Form10-K, dated March 10, 2000.)](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html) | | |

| Exhibit 10.4* | | | | | | [Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014402002108/g74408ex10-47.txt) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014402002108/g74408ex10-47.txt)[ompany’s] Annual Report on Form 10-K, dated March 7, 2002.)](http://www.sec.gov/Archives/edgar/data/40987/000095014402002108/g74408ex10-47.txt) | | |

| Exhibit 10.5* | | | | | | [Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w22.txt) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w22.txt)[ompany’s] Annual Report on Form 10-K, dated March 8, 2004.)](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w22.txt) | | |

| Exhibit 10.6* | | | | | | [Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014406001772/g99860exv10w29.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014406001772/g99860exv10w29.htm)[ompany’s] Annual Report on Form 10-K, dated March 3, 2006.)](http://www.sec.gov/Archives/edgar/data/40987/000095014406001772/g99860exv10w29.htm) | | |

| Exhibit 10.7* | | | | | | [Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w29.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w29.htm)[ompany’s] Annual Report on Form 10-K, dated February 29, 2008.)](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w29.htm) | | |

| Exhibit 10.8* | | | | | | [Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w27.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w27.htm)[ompany’s] Annual Report on Form 10-K, dated February 25, 2011.)](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w27.htm) | | |

| Exhibit 10.9* | | | | | | [Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1028.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1028.htm)[ompany’s] Annual Report on Form 10-K, dated February 26, 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1028.htm) | | |

| Exhibit 10.10* | | | | | | [The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w13.txt) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w13.txt)[ompany’s] Annual Report on Form 10-K, dated March 8, 2004.)](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w13.txt) | | |

| Exhibit 10.11* | | | | | | [Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html) [c](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html)[ompany’s] Annual Report on Form 10-K, dated March 10, 2000.)](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html) | | |

| Exhibit 10.12* | | | | | | [Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014409001684/g17012exv10w36.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014409001684/g17012exv10w36.htm)[ompany’s] Annual Report on Form 10-K, dated February 27, 2009.)](http://www.sec.gov/Archives/edgar/data/40987/000095014409001684/g17012exv10w36.htm) | | |

| Exhibit 10.13* | | | | | | [Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w25.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w25.htm)[ompany’s] Annual Report on Form 10-K, dated February 25, 2011.)](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w25.htm) | | |

| Exhibit 10.14* | | | | | | [Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w26.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w26.htm)[ompany’s] Annual Report on Form 10-K, dated February 25, 2011.)](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w26.htm) | | |

| Exhibit 10.15* | | | | | | [Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1029.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1029.htm)[ompany’s] Annual Report on Form 10-K, dated February 26, 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1029.htm) | | |

| Exhibit 10.16* | | | | | | [Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w23.txt) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w23.txt)[ompany’s] Annual Report on Form 10-K, dated March 8, 2004.)](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w23.txt) | | |

| Exhibit 10.17* | | | | | | [Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w28.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w28.htm)[ompany’s] Annual Report on Form 10-K, dated February 29, 2008.)](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w28.htm) | | |

| Exhibit 10.18* | | | | | | [Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1027.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1027.htm)[ompany’s] Annual Report on Form 10-K, dated February 26, 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1027.htm) | | |

| Exhibit 10.19* | | | | | | [Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated herein by reference from [removed: the Company’s Current Report] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt)[ompany’s](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt)[urrent](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt) [re](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt)[port] on Form 8-K, dated April 18, 2006.)](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt) | | |

| Exhibit 10.20* | | | | | | [Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014407001699/g05682exv10w29.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014407001699/g05682exv10w29.htm)[ompany’s] Annual Report on Form 10-K, dated February 28, 2007.)](http://www.sec.gov/Archives/edgar/data/40987/000095014407001699/g05682exv10w29.htm) | | |

| Exhibit 10.21* | | | | | | [Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w32.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w32.htm)[ompany’s] Annual Report on Form 10-K, dated February 29, 2008.)](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w32.htm) | | |

| Exhibit 10.22* | | | | | | [Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014. (Incorporated herein by reference from [removed: the Company’s Current Report] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm)[ompany’s](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm)[urrent](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm) [r](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm)[eport] on Form 8-K, dated April 28, 2015.)](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm) | | |

| Exhibit 10.30* | | | | | | [Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from [removed: the Company’s Quarterly Report] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm)[ompany’s](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm) [q](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm)[uarterly](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm) [r](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm)[eport] on Form 10-Q, dated May 7, 2014.)](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm) | | |

| Exhibit 10.24* | | | | | | [Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by reference from [removed: the Company’s] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1031.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1031.htm)[ompany’s] Annual Report on Form 10-K, dated February 26, 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1031.htm) | | |

| Exhibit 10.25* | | | | | | [Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from [removed: the Company's] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000119312515064165/d829495dex1027.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000119312515064165/d829495dex1027.htm)[ompany's] Annual Report on Form 10-K, dated February 26, 2015.)](http://www.sec.gov/Archives/edgar/data/40987/000119312515064165/d829495dex1027.htm) | | |

| Exhibit 10.26 | | | | | | [Genuine Parts Company Note Purchase Agreement dated October 30, 2017 by and among Genuine Parts Company, J.P. Morgan Securities, LLC and Merill Lynch, Pierce, Fenner & Smith Incorporated, as agents, and the other Lender Parties. (Incorporated herein by reference from [removed: the Company's] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.htm)[ompany's] Annual Report on Form 10-K dated February 27, 2018.)](http://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.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 thereto (Incorporated herein by reference from [removed: the Company's] [added: the](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm) [c](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm)[ompany's] Annual Report on Form 10-K, dated February 19, 2021).](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm) | | |

| Exhibit 10.28 | | | | | | [Second Amendment, dated as of May 1, 2020, 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 thereto. (Incorporated herein by reference to [removed: the Company’s Quarterly Report] [added: the](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm) [c](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm)[ompany’s](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm) [q](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm)[uarterly](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm) [r](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm)[eport] on Form 10-Q dated July 30, 2020).](https://www.sec.gov/Archives/edgar/data/40987/000004098720000036/gpc06302020102.htm) | | |

| Exhibit 10.29* | | | | | | [Genuine Parts Company Form of Restricted Stock Unit Award Certificate. (Incorporated herein by reference from [removed: the Company's] [added: the](http://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm)[ompany's] Annual Report on Form 10-K, dated February 25, 2019.)](http://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm) | | |

| Exhibit 4.6 | | | | | | [Officer’s Certificate, dated January 10, 2022, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.750% Senior Notes due 2025 and 2.750% Senior Notes due 2032 (incorporated herein by reference from Exhibit 4.2 to the](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) [c](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm)[ompany’s](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) [c](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm)[urrent](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) [r](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm)[eport on Form 8-K dated January 10, 2022)](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) | | |

| Exhibit 4.7 | | | | | | [Form of 1.750% Senior Notes due 2025 (included in Exhibit 4.6)](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) | | |

| Exhibit 4.8 | | | | | | [Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.6)](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.htm) | | |

| | | | | | | | | |

| | | | | | | | | |

| Exhibit 10.34* | | | | | | [Offer Letter, dated January 21, 2022 (incorporated herein by reference from Exhibit 10.1 to the](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm) [c](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm)[ompany’s](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm) [c](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm)[urrent](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm) [r](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm)[eport on Form 8-K dated January 25, 2022)](https://www.sec.gov/Archives/edgar/data/40987/000004098722000005/bnfinalexecutedofferlett.htm) | | |

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

| Date: February [removed: 17, 2022] [added: 23, 2023] | | | | | | /s/ Paul D. Donahue | | |

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

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

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

| /s/ Elizabeth W. Camp | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | | | | | | | | | | | /s/ Richard Cox, Jr. | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | |

| /s/ Gary P. Fayard | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | | | | | | | | | | | /s/ P. Russell Hardin | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | |

| /s/ John R. Holder | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | | | | | | | | | | | /s/ Donna W. Hyland | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | |

| /s/ John D. Johns | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | | | | | | | | | | | /s/ Jean-Jacques Lafont | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | |

| /s/ Robert C. Loudermilk, Jr. | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | | | | | | | | | | | /s/ Wendy B. Needham | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | |

| /s/ Juliette W. Pryor | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | | | | | | | | | | | /s/ E. Jenner Wood, III | | | | | | [removed: 2/14/2022] [added: 2/21/2023] | | |

[removed: ][added: ]