Genuine Parts (GPC) 10-K risk factor changes: FY2023 vs FY2022

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, [added: investments,] financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services.

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

These [removed: include,] [added: 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, [removed: pandemics] [added: public health emergencies] and/or weather conditions.

In recent years, partly as a result of the COVID-19 pandemic and other factors beyond our control, such as the [removed: ongoing] [added: conflict between] Russia and Ukraine [removed: war,] [added: and the conflict in the Gaza strip,] we have experienced [added: and may continue to experience] 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 [removed: disruptions] [added: disruptions, including from recent unrest in the Middle East,] will not materially or adversely impact our business, financial condition and results of operations in the future.

We compete primarily with [removed: national, international] [added: international, national] and regional auto parts chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replacement parts and accessories, mass merchandisers, internet providers and wholesale clubs that sell automotive products, and regional and local full service automotive repair shops, both new and established.

Consolidation among our competitors could further enhance their financial position, provide them with the ability to offer more competitive prices to customers for whom we compete, [added: take advantage of acquisitions] and [removed: allow them to achieve increased efficiencies in their consolidated operations that enable them to] [added: other opportunities] more [removed: effectively compete for customers.]

As a result, our global operations are affected by economic, [removed: political] [added: geopolitical] 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 [removed: on-going] [added: conflict between] Russia and [removed: Ukraine war,] [added: Ukraine, the conflict in the Gaza strip, general unrest in the Middle East,] and China-Taiwan relations) and other disruptions may continue to put pressure on global economic [removed: conditions.][added: conditions and supply chains.]

While we do not have operations in Russia or Ukraine, [removed: the] retaliatory measures [removed: that] [added: such as this] have [removed: been taken, and could be taken in the future, by the U.S., NATO,] [added: created,] and [removed: other countries have created] [added: may continue to create,] global security concerns that could result in broader [removed: European] military and political [removed: conflicts] [added: conflicts, further disrupt global automotive supply chains] 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 [removed: the Russian and Ukraine conflict, along with any expansion of the conflict to surrounding areas, create] [added: these or other geopolitical conflicts creates] a number of risks that could adversely impact our business, including:

- our ability to maintain or increase our prices, including freight in response to [removed: rising] [added: increased] fuel costs;

[removed: Additionally, the techniques and sophistication] [added: evolving artificial intelligence tools] used to [removed: conduct cyber-attacks] [added: identify vulnerabilities] and [removed: breaches of IT systems change frequently] [added: create more effective phishing attempts,] and have the potential to not be recognized until such attacks are launched or have been in place for a period of time.

To date, we have not experienced a material breach of [removed: cyber-security;] [added: cybersecurity;] however, our computer systems 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, [removed: in connection with] the [removed: COVID-19 pandemic and the related] increase in [removed: working from home, there has been a spike in cyber-security attacks as work from home measures] [added: work-from-home arrangements] have led businesses to increase reliance on virtual environments and communications systems, which have been subjected to increasing third-party vulnerabilities and security risks.

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 [added: efficient online experience with the highest level of data security for our customers.]

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

[added: 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.

[removed: There can be no assurance] that all control issues or fraud will be detected.

Our [removed: business and operating] [added: business, financial condition,] results [added: of operations and cash flows] have been and may in the future be adversely affected by uncertain global economic conditions, including inflation or deflation, domestic outputs, [removed: political] [added: geopolitical] uncertainty and unrest, employment rates and wages, including increases in minimum wage, changes in tax policies, [removed: 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, [removed: rising] [added: elevated] interest [removed: rates,] [added: rates for prolonged periods,] monetary policies, volatile exchange rates, [added: changes in fiscal] and [added: regulatory priorities resulting from the outcome of the 2024 U.S. presidential election, and] other challenges that could affect the global economy.

Our vendors [removed: could experience similar negative] [added: may also be adversely affected by these and other uncertain or deteriorating macro-economic] conditions, which could impact their ability to fulfill their financial obligations to us.

For example, [removed: proposals] [added: regulations] that [removed: would] impose mandatory requirements related to GHG continue to be considered by [added: or have been issued by] policy makers in [added: both] the [removed: U.S.] [added: federal] and [added: certain state governments in the U.S., by the European Union, and by national governments in Canada, the U.K., Australia and] elsewhere.

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

We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various [removed: reasons.][added: reasons, including as a result of new legal or regulatory frameworks.]

For example, we are party to, among other litigation, numerous pending product liability lawsuits relating to our national distribution of automotive parts [removed: and supplies, many of which involve claims of personal injury allegedly resulting from the use of automotive parts distributed by us.]

Additionally, we are subject to [removed: numerous] [added: an increasing number of] laws in the various jurisdictions in which we operate as well as governmental regulations relating to taxes, environmental protection, product quality standards, [added: cybersecurity, machine learning, artificial intelligence,] data privacy, building and zoning requirements, and employment law matters.

Our business is global, so changes to existing international trade agreements, blocking of foreign [removed: trade] [added: trade, increased protectionism,] or imposition of tariffs on foreign goods could result in decreased revenues and/or increases in pricing, either of which could have an adverse impact on our business, results of operations, financial condition and cash flows in future periods.

Our business faces increasing scrutiny related to [removed: environmental,] [added: corporate] social [removed: and governance activities] [added: responsibility] 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 [added: as environmental stewardship and sustainability, supply chain management, climate change, diversity, equity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.]

For example, increased pressure for wage and

benefit increases for suppliers in the U.S. based on the September 2023 strike by the United Auto Workers (“UAW”)

and UAW’s ongoing strategy of targeted strikes could impact our suppliers and increase the costs of the products we purchase.

readily, more successfully utilize developing technology, including data analytics, artificial intelligence, and machine

learning, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers.

For example, the U.S., other NATO members and other countries across the globe have instituted sanctions and other penalties against Russia in response to its conflict with Ukraine.

In addition, the IT systems of

businesses that we have acquired or may acquire could present issues that we were not able to identify prior to the

acquisition or other issues that continue to pose risk to us, such as those related to collection, use maintenance and

data disclosure practices or other cybersecurity vulnerabilities.

Additionally, the techniques and sophistication used to conduct cyber-attacks and breaches of IT systems change frequently, including as a result of the deployment of

Our dependence on key personnel and the increasing potential for union activity could adversely affect our future results and harm our business.

There can be no assurance

Many of the regulations that have been issued create mandatory, annual reporting requirements related to carbon emissions and other sustainability-related information that will ultimately be subject to audit and could expose our company to fines, regulatory inquiry or negative publicity if we fail to comply.

and supplies, many of which involve claims of personal injury allegedly resulting from the use of automotive parts distributed by us.

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

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

We are dependent on key personnel and the loss of one or more of those key persons could harm our business.

Additionally,

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

The extent to which these could impact us depends on numerous factors and future developments that we cannot predict, including the occurrence of additional waves or spikes in infection rates, including due to the emergence and spread of variants; governmental, business or other actions taken in response to 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; effectiveness and public acceptance of vaccines; and impacts on our supply chain, our ability to keep operating locations open, and on customer demand.

Future weakness in the global economy could adversely affect our business, results of operations, financial condition and cash flows.

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

In [removed: 2022,] [added: 2023,] we conducted business in North America, Europe and Australasia from more than [removed: 10,600] [added: 10,700] locations.

Our Automotive business operated in the U.S., Canada, Mexico, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain, Portugal, Australia and New Zealand in [removed: 2022] [added: 2023] and accounted for [added: approximately] 62% of total revenues for the year.

Our Industrial business operated in the U.S., Canada, Mexico, Australia, New Zealand, Indonesia and Singapore and accounted for [added: approximately] 38% of total revenues.

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

SG&A includes all personnel and personnel-related costs at our [added: corporate offices,] segment headquarters, distribution centers, stores and branches, which accounts for more than 60% of total SG&A.

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 [added: operating and other expenses and income associated with those businesses.]

Our discussion of our results focuses on [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and year-to-year comparisons between those periods.

Discussions of [removed: 2020] [added: 2021] results and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.][added: 2022.]

Our results of operations are summarized below for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| Selling, administrative and other expenses | | | | | | [removed: 5,758,295] [added: 6,167,143] | | | | | | [removed: 26.1] [added: 26.7] | | % | | | | [removed: 5,162,506] [added: 5,758,295] | | | | | | [removed: 27.4] [added: 26.1] | | % | | | | [removed: 595,789] [added: 408,848] | | | | | | [removed: 11.5] [added: 7.1] | | % |

| Depreciation and amortization | | | | | | [removed: 347,819] [added: 350,529] | | | | | | [removed: 1.6] [added: 1.5] | | % | | | | [removed: 290,971] [added: 347,819] | | | | | | [removed: 1.5] [added: 1.6] | | % | | | | [removed: 56,848] [added: 2,710] | | | | | | [removed: 19.5] [added: 0.8] | | % |

| Provision for doubtful accounts | | | | | | [removed: 19,791] [added: 25,947] | | | | | | 0.1 | | % | | | | [removed: 17,739] [added: 19,791] | | | | | | 0.1 | | % | | | | [removed: 2,052] [added: 6,156] | | | | | | [removed: 11.6] [added: 31.1] | | % |

| Interest expense, net | | | | | | [removed: 73,887] [added: 64,469] | | | | | | 0.3 | | % | | | | [removed: 62,150] [added: 73,887] | | | | | | 0.3 | | % | | | | [removed: 11,737] [added: (9,418)] | | | | | | [removed: 18.9] [added: (12.7)] | | % |

| Total non-operating expenses [removed: (income)] | | | | | | [removed: 41,597] [added: 4,705] | | | | | | [removed: 0.2] [added: —] | | % | | | | [removed: (37,426)] [added: 41,597] | | | | | | [removed: (0.2)] [added: 0.2] | | % | | | | [removed: 79,023] [added: (36,892)] | | | | | | [removed: (211.1)] [added: (88.7)] | | % |

| (in thousands, except per share data) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | |

| Total segment profit | | | | | | $ | [removed: 2,078,310 | | | | | $ | 1,668,659] [added: 2,277,716] | | | | | $ | [removed: 409,651 | | | | | 24.5 |] [added: 2,078,310] | [removed: %] |

| Automotive segment margin | | | | | | [removed: 8.7] [added: 8.2] | | % | | | | [removed: 8.6] [added: 8.7] | | % | | | | | | | | | | | | |

| Industrial segment margin | | | | | | [removed: 10.5] [added: 12.5] | | % | | | | [removed: 9.4] [added: 10.5] | | % | | | | | | | | | | | | |

| Total segment margin | | | | | | [removed: 9.4] [added: 9.9] | | % | | | | [removed: 8.8] [added: 9.4] | | % | | | | | | | | | | | | |

Our net sales increase of [removed: 17.1%] [added: 4.5%] includes [removed: an 11.8%] [added: a 3.1%] comparable sales increase and [removed: an 8.6%] [added: a 2.0%] positive impact from acquisitions, slightly offset by an unfavorable impact of foreign currency [added: and other] of [removed: 3.3%.][added: 0.6%.]

Net sales for Automotive were [removed: $13.7] [added: $14.2] billion in [removed: 2022, an 8.9%] [added: 2023, a 4.2%] increase from [removed: 2021.][added: 2022.]

The increase includes [removed: 9.0% growth in comparable sales and] a [removed: 4.5%] [added: 2.8%] contribution from [removed: acquisitions,] [added: acquisitions and 2.1% growth in comparable sales,] partially offset by a [removed: 4.6%] [added: 0.7%] unfavorable impact from foreign currency and other.

Net sales for Industrial were [removed: $8.4] [added: $8.8] billion in [removed: 2022,] [added: 2023,] a [removed: 33.2%] [added: 4.9%] increase from [removed: 2021.][added: 2022.]

The increase includes [removed: 17.3%] [added: 4.8%] growth in comparable sales and a [removed: 16.8%] [added: 0.6%] contribution from [removed: acquisitions primarily driven by the addition of KDG.][added: acquisitions.]

This was slightly offset by a [removed: 0.9%] [added: 0.5%] unfavorable impact of currency translation.

Our growth in comparable sales reflects the positive impact of our ongoing sales [added: and pricing] initiatives and [removed: strength] [added: continued growth] in [removed: numerous] [added: many of the] industry segments [removed: in North America throughout much of 2022.][added: we serve.]

SG&A expenses represent [removed: 26.1%] [added: 26.7%] of net sales in [removed: 2022] [added: 2023] compared to [removed: 27.4%] [added: 26.1%] of net sales in [removed: 2021.][added: 2022.]

[removed: These benefits were partially offset by higher personnel and freight and delivery costs in 2022, and] [added: *(4)Adjustment primarily includes] costs of $67 million associated with the [added: January 3, 2022] acquisition and integration of [removed: KDG,] [added: KDG] which includes [removed: an impairment of] [added: a] $17 million [removed: from the retirement of certain legacy trade names.][added: impairment charge.]

We incurred [removed: $42] [added: $5] million in net non-operating expenses in [removed: 2022,] [added: 2023,] a [removed: $79] [added: $37] million change from [removed: $37] [added: $42] million in net non-operating [removed: income] [added: expenses] in [removed: 2021.][added: 2022.]

This category primarily includes net interest expense, pension and investment income, foreign currency gains and losses, and [added: fees associated with our] Accounts Receivable Sales Agreement ("A/R Sales [removed: Agreement") fees.][added: Agreement").]

[removed: Automotive] [added: Industrial] segment profit increased [removed: 11.0%] [added: 24.4% to $1.1 billion] and its segment margin improved [removed: 10] [added: 200] basis points [removed: from 2021.][added: to 12.5% compared to 10.5% in 2022.]

Our effective income tax rate was [removed: 24.8%] [added: 24.4%] as of December 31, [removed: 2022,] [added: 2023,] compared to [removed: 25.1%] [added: 24.8%] in [removed: 2021.][added: 2022.]

Net income was [removed: $1.2] [added: $1.3] billion in [removed: 2022, a significant increase] [added: 2023] compared to [removed: $899 million] [added: $1.2 billion] in [removed: 2021.][added: 2022.]

Diluted earnings per share ("EPS") was [removed: $8.31] [added: $9.33] in [removed: 2022,] [added: 2023,] up [removed: 33.4%] [added: 12.3%] compared to [removed: $6.23] [added: $8.31] in [removed: 2021.][added: 2022.]

Adjusted net income was [removed: $1.2] [added: $1.3] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 19.1%] [added: 10.9%] from [removed: $997 million] [added: $1.2 billion] in [removed: 2021.][added: 2022.]

Adjusted diluted EPS was [removed: $8.34,] [added: $9.33,] a [removed: 20.7%] [added: 11.9%] increase compared to [removed: $6.91] [added: $8.34] in [removed: 2021.][added: 2022.]

EBITDA was [removed: $2.0] [added: $2.2] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 28.4%] [added: 8.2%] from [removed: $1.6] [added: $2.0] billion in [removed: 2021.][added: 2022.]

Adjusted EBITDA was [removed: $2.0] [added: $2.2] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 18.9%] [added: 7.9%] from [removed: $1.7] [added: $2.0] billion in [removed: 2021.][added: 2022.]

The following tables [removed: sets] [added: set] forth reconciliations of net [removed: income,] [added: income and] diluted EPS to adjusted net income and adjusted diluted [removed: EPS] [added: EPS, respectively,] to account for the impact of adjustments.

We believe that the presentation of adjusted net income, adjusted diluted [removed: EPS] [added: EPS, total segment profit] 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 our core operations.

Our calculation of comparable sales is computed using total business days for the period and is inclusive of both company-owned stores and sales to our independent owner's stores.

We believe SG&A is a useful measure because it allows management, analysts, investors and others to understand the level of costs we incur operating our business each period.

Our sales increased 4.5% in 2023, highlighted by the strength of our Industrial and international automotive businesses, which continued to grow as a result of increased market share and the benefits of recent acquisitions.

Our sales growth in 2023 was partially offset by a slight decline in sales at our U.S. Automotive business, which was negatively impacted by moderating inflation levels, which adversely impacted the pricing environment year-over-year, and higher interest rates, which reduced sales to our independent owners.

Our earnings grew 11.3% in 2023, driven by sales growth in our Industrial and international automotive businesses combined with a 90 basis point improvement in gross margin, which resulted from our investments in pricing initiatives and strategic sourcing programs.

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 23,090,610 | | | | | 100.0 | | % | | | | $ | 22,095,973 | | | | | 100.0 | | % | | | | $ | 994,637 | | | | | 4.5 | | % |

| Cost of goods sold | | | | | | 14,799,938 | | | | | | 64.1 | | % | | | | 14,355,869 | | | | | | 65.0 | | % | | | | 444,069 | | | | | | 3.1 | | % |

| Gross profit | | | | | | 8,290,672 | | | | | | 35.9 | | % | | | | 7,740,104 | | | | | | 35.0 | | % | | | | 550,568 | | | | | | 7.1 | | % |

| Total operating expenses | | | | | | 6,543,619 | | | | | | 28.3 | | % | | | | 6,125,905 | | | | | | 27.7 | | % | | | | 417,714 | | | | | | 6.8 | | % |

| Other | | | | | | (59,764) | | | | | | (0.3) | | % | | | | (32,290) | | | | | | (0.1) | | % | | | | (27,474) | | | | | | 85.1 | | % |

| Income before income taxes | | | | | | 1,742,348 | | | | | | 7.5 | | % | | | | 1,572,602 | | | | | | 7.1 | | % | | | | 169,746 | | | | | | 10.8 | | % |

| Income taxes | | | | | | 425,824 | | | | | | 1.8 | | % | | | | 389,901 | | | | | | 1.8 | | % | | | | 35,923 | | | | | | 9.2 | | % |

| Net income | | | | | | $ | 1,316,524 | | | | | 5.7 | | % | | | | $ | 1,182,701 | | | | | 5.4 | | % | | | | $ | 133,823 | | | | | 11.3 | | % |

| Diluted EPS | | | | | | $ | 9.33 | | | | | $ | 8.31 | | | | | $ | 1.02 | | | | | 12.3 | | % |

| Adjusted EBITDA | | | | | | $ | 2,157,346 | | | | | $ | 1,999,329 | | | | | $ | 158,017 | | | | | 7.9 | | % |

| Automotive segment profit | | | | | | $ | 1,174,880 | | | | | $ | 1,191,674 | | | | | $ | (16,794) | | | | | (1.4) | | % |

| Industrial segment profit | | | | | | $ | 1,102,836 | | | | | $ | 886,636 | | | | | $ | 216,200 | | | | | 24.4 | | % |

| Total segment profit | | | | | | $ | 2,277,716 | | | | | $ | 2,078,310 | | | | | $ | 199,406 | | | | | 9.6 | | % |

The increase in comparable sales is driven by higher sales in our international businesses, partially offset by a decline in comparable sales in our U.S. Automotive business.

Our international businesses benefited from successfully executing strategic initiatives to grow market share and a favorable pricing environment driven by inflation levels, particularly in Europe.

These initiatives include investing in technology and enhancing our supply chains to better serve core customers, continuing to expand the rollout of private-label, NAPA branded products in Europe and focusing on the development of key customer accounts.

The decline in sales in our U.S. Automotive business was due to a combination of factors, including higher interest rates, which reduced sales to our independent owners.

In addition, inflation levels, which produced a benefit to the price we charge to our customers in 2022, moderated throughout 2023, reducing sales year-over-year.

Further, lingering supply chain constraints negatively impacted inventory availability in certain product categories resulting in lower sales.

The net sales benefit Automotive received from acquisitions includes the impact of our entry into new markets in Spain and Portugal in 2022 and continued expansion in those markets in 2023.

The unfavorable impact of foreign currency primarily results from the weakening of the Australian and Canadian dollars compared to the U.S. dollar throughout 2023.

The strengthening of the Euro compared to the U.S. dollar largely offset this unfavorable impact.

Our initiatives include investments to drive improved pricing, technology and supply chain capabilities that are helping to win market share.

We attribute our success to our highly diversified product and service offerings, the size and scale or our global network, and strategic acquisitions, including the ongoing benefits from the 2022 acquisition of KDG.

Gross profit increased $551 million, or approximately 7.1%, from 2022 and gross margin increased to 35.9% from 35.0% in 2022.

The increase in gross profit in 2023 was primarily driven by the increases in net sales.

The 90 basis point improvement in gross margin was driven by our strategic pricing and sourcing initiatives.

These initiatives include enhancing technology to generate better pricing data and analytics, which allows us to respond in real time to shifting pricing dynamics across each market we serve as well as strategies related to sourcing product more efficiently.

The increase is primarily driven by planned increases in personnel costs due to wage inflation and global investments in information technology to support our ongoing strategic initiatives.

Our investments in technology include improving the digital experience for our employees and customers, enhancing our pricing technology, increasing the automation used in our distribution centers, and modernizing our payment platforms, among others.

We also are investing in our supply chain to ensure we have the right assortment for our customers, positioned closer to their places of business so that we can distribute product at a lower cost.

Finally, we incurred increased rent and facilities costs in 2023, primarily from inflation on lease renewals and costs for new automotive stores and outlets opened in the U.S. and Europe.

In February 2024, we approved and announced a global restructuring designed to better align our assets and further improve the efficiency of the business.

This initiative includes an announced voluntary retirement offer in the U.S., along with a rationalization and optimization of certain distribution centers, stores and other facilities.

operating and other expenses and income associated with those businesses.

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.

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

| 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 | | % |

| Total operating expenses | | | | | | 6,125,905 | | | | | | 27.7 | | % | | | | 5,471,216 | | | | | | 29.0 | | % | | | | 654,689 | | | | | | 12.0 | | % |

| Other | | | | | | (32,290) | | | | | | (0.1) | | % | | | | (99,576) | | | | | | (0.5) | | % | | | | 67,286 | | | | | | (67.6) | | % |

| Income before income taxes | | | | | | 1,572,602 | | | | | | 7.1 | | % | | | | 1,200,346 | | | | | | 6.4 | | % | | | | 372,256 | | | | | | 31.0 | | % |

| Income taxes | | | | | | 389,901 | | | | | | 1.8 | | % | | | | 301,556 | | | | | | 1.6 | | % | | | | 88,345 | | | | | | 29.3 | | % |

| Net income | | | | | | $ | 1,182,701 | | | | | 5.4 | | % | | | | $ | 898,790 | | | | | 4.8 | | % | | | | $ | 283,911 | | | | | 31.6 | | % |

| Diluted EPS | | | | | | $ | 8.31 | | | | | $ | 6.23 | | | | | $ | 2.08 | | | | | 33.4 | | % |

| Adjusted EBITDA | | | | | | $ | 1,999,329 | | | | | $ | 1,681,515 | | | | | $ | 317,814 | | | | | 18.9 | | % |

| Automotive segment profit | | | | | | $ | 1,191,674 | | | | | $ | 1,073,427 | | | | | $ | 118,247 | | | | | 11.0 | | % |

| Industrial segment profit | | | | | | $ | 886,636 | | | | | $ | 595,232 | | | | | $ | 291,404 | | | | | 49.0 | | % |

Strong customer demand, which was consistent throughout 2022, and a favorable pricing environment were the primary drivers of our comparable sales growth.

We deployed strategic pricing increases throughout 2022 to offset the dynamic product cost increases we faced across our businesses from elevated inflationary pressure, particularly in Automotive.

Separately, we continued to invest in strategic acquisitions in both segments, with the KDG acquisition in particular providing a significant sales benefit in 2022.

Our sales growth was negatively impacted by the U.S. dollar strengthening relative to other foreign currencies during the year, most significantly against the Euro.

Our growth in sales was driven by continued solid demand for automotive parts, a strong pricing environment due to elevated inflation in product costs, and footprint expansion through acquisitions, such as our entry into new markets in Spain and Portugal.

Several underlying factors driving customer demand for automotive parts in the markets we serve include increases in the average age of cars on the road and miles driven, and the lack of availability of new cars due to supply chain constraints.

We experienced double-digit sales growth across all 14 customer sectors we served, with the largest percent increases in oil and gas, mining, and aggregate and cement.

The increase in sales volume drove the majority of our growth, in addition to a contribution of low single-digit product cost inflation.

Our acquisition of KDG contributed significantly to our sales growth, and it enhanced our position as a market leader in the industrial supply chain for MRO and OEM customer support and advanced engineering and automation solutions.

Gross profit increased $1.1 billion, or approximately 16.7% from 2021, primarily driven by the increase in net sales, and gross margin decreased slightly to 35.0% from 35.2% in 2021.

The positive contributions to gross margin from our pricing and sourcing initiatives, among others, were more than offset by the negative impact of lower supplier incentives as a percentage of sales; the relative sales growth of Industrial as a component of total sales, which generates lower gross margins than Automotive; and the unfavorable impact of foreign currency.

The decrease in SG&A expense as a percent of net sales was primarily driven by leveraging strong core sales growth, cost

reduction and productivity initiatives, as well as a one-time benefit of $103 million on the sale of real estate that had been previously leased to S.P. Richards Company ("SPR").

Additionally we had a remeasurement to increase our product liability by $29 million due to a revision of our estimate of the number of claims to be incurred in future periods, among other assumptions.

The increase in depreciation and amortization expense of $57 million was due to 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 enhanced technology solutions.

The $79 million change includes the effects of a $12 million increase in net interest expense in 2022 due to increased borrowing to fund the acquisition of KDG.

It also includes the effects of a $67 million decrease in other non-operating income.

The decrease primarily resulted from a $32 million year-over-year net decline in income on certain investments, a $17 million increase in A/R Sales Agreement fees, and the net change of $12 million as foreign currency moved from gains in the prior year to losses in the current year.

The increased segment profit reflects the benefits of strong sales growth due to solid customer demand, a favorable pricing environment and footprint expansion into new markets, such as in Europe.

We were able to improve segment margin in Automotive, despite elevated inflationary product cost pressures, primarily through our strategic pricing initiatives and our ability to leverage operating costs through strong core sales growth and the benefits of our strategic supply chain initiatives.

Industrial segment profit increased 49.0% and its segment margin improved 110 basis points from 2021.

The improvement in Industrial segment profit and margin primarily reflects the benefits of leveraging expenses through double-digit core sales growth, the acquisition of KDG and our strategic supply chain and other operating initiatives.

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

Foreign currency exchange exposure, [removed: particularly] in regard to the [added: Australian and Canadian dollar, negatively impacted our results, while the] Euro positively impacted our results for the year ended December 31, [removed: 2021.][added: 2023.]

During [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: $723] [added: $797] million and [removed: $683] [added: $723] 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: $1.1] [added: $1.2] billion in [removed: 2022] [added: 2023] and [removed: $1.0] [added: $1.1] billion in [removed: 2021.][added: 2022.]

A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $1.4] [added: $1.6] billion in [removed: 2022] [added: 2023] and $1.4 billion in [removed: 2021.][added: 2022.]

As of December 31, [removed: 2022,] [added: 2023,] we primarily had fixed-rate debt.

Based on our variable-rate debt and derivative instruments outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we estimate that a 100 basis point increase in interest rates would have an immaterial impact in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and would increase the fees on our A/R Sales Agreement by $10 million.

In fiscal [removed: year] [added: years 2023 and] 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.

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 [added: efficiency measures.]

This positive impact was mostly offset by the negative impact from the Canadian and Australian dollar for the full year ended December 31, 2021.

efficiency measures.

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

[removed: This] [added: We keep the world moving — this] is [added: our purpose and] the foundation for how we do business.

[removed: Our] [added: We are one global team unified by our] mission [removed: is] to be an employer of choice, supplier of choice, valued customer, [removed: good] [added: responsible] corporate citizen and investment of choice for [removed: all] our shareholders.

[removed: Additionally, we] [added: We] strive to be a respected community member that gives back to the communities in which we operate.

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

We believe our primary competitive advantages are our: (1) global presence and brand strength; (2) [removed: best-in-class operating] [added: industry-leading positions in two distinct, but complementary markets; (3) extensive supply chain] and distribution [removed: efficiencies;] [added: capabilities;] and [removed: (3)] [added: (4)] enhanced technology solutions.

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

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

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

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

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

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

[added: Our] DIY customers are primarily served over-the-counter at our global stores or digitally.

[added: Our] DIFM and DIY customers [removed: account for] [added: represent] approximately 80% and 20% of [removed: Automotive] total [added: Automotive] sales, [removed: respectively.][added: respectively, and channel mix varies by geography.]

[removed: *Store Network.*] The following table details the breakdown of our Automotive distribution network including our distribution centers, company-owned and independently-owned automotive stores by geographic region as of December 31, [removed: 2022.][added: 2023.]

| Distribution [removed: centers | | | | | | 77] [added: Centers] | | | | | | [removed: 78] [added: 17] | | | | | | [removed: 14] [added: 13] | | | | | | [removed: 169] [added: 30] | | |

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

These independently-owned stores are responsible for operating and managing their [removed: business,] [added: businesses,] including operating costs and capital expenditures.

We [added: generally] do not receive a royalty or franchise fee from independently-owned stores.

Our [removed: 169 Automotive] [added: Industrial] distribution centers serve [removed: both company-owned] [added: the branches] and [removed: independently-owned stores] [added: service centers] located throughout the geographic regions in which we operate.

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

During [removed: 2022,] [added: 2023,] we expanded our network with the addition of [removed: 138] [added: 173] net new stores during the year.

[removed: *Products*.][added: *Operations & Products*.]

Our [removed: automotive] [added: Automotive] distribution network provides access to hundreds of thousands of [removed: different] replacement parts (other than body [removed: parts)] [added: parts and tires) and accessory items] for substantially all motor vehicle makes and models, including hybrid and electric vehicles, trucks, SUVs, buses, motorcycles, recreational [removed: vehicles] [added: vehicles,] and [added: for small engines,] farm [removed: vehicles.][added: equipment, marine equipment and heavy duty equipment.]

[removed: These] [added: Our Automotive operations have access to approximately 800,000 different parts and related supply items.These] items are purchased from hundreds of different suppliers, with approximately 46% of [removed: 2022] [added: 2023] automotive parts inventories purchased from 10 major suppliers.

[removed: Our inventories also include accessory items for vehicles and equipment, and] [added: We] supply [removed: items] [added: certain equipment and parts] used by [removed: 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.

[removed: *Service to NAPA AUTO PARTS Stores.*] We believe that the quality and the range of services provided to our North American automotive parts customers constitute a significant advantage for our automotive parts distribution system.

Our services also include up to date parts cataloging (including the use of electronic NAPA [removed: AUTO PARTS] [added: Auto Parts] catalogs) and stock adjustments through a [removed: continuing] [added: continuous] parts classification system which, as initiated by us, allows independently-owned stores to return certain merchandise on a scheduled basis.

We offer our NAPA [removed: AUTO PARTS store customers] [added: Auto Parts stores] various management aids, marketing aids and service on topics such as inventory control, cost analysis, accounting procedures, group insurance and retirement benefit plans, as well as marketing conferences and seminars, sales and advertising manuals and training programs.

We have developed and refined an inventory classification system to determine [removed: optimum] [added: the most advantageous] distribution center and auto parts store inventory levels for automotive parts stocking based on automotive registrations, usage rates, production statistics, technological advances, including predictive analytics, and other similar factors.

This system, which undergoes continuous analytical review, is an integral part of our inventory control procedures and comprises an important feature of the inventory management services that we make available to our NAPA [removed: AUTO PARTS store customers.][added: Auto Parts stores.]

[added: NAPA, which neither buys nor sells] automotive parts, functions as a trade association that develops marketing concepts and programs for its sole member.

We use the federally registered trademark NAPA® as part of the trade name of [added: many of] our distribution centers and parts [removed: stores.][added: stores in the U.S., Canada and Australia.]

We fund NAPA’s [removed: national] advertising program, which is designed to increase public recognition of the NAPA name and to promote NAPA product lines.

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

Our Industrial [removed: segment] [added: segment, which represents approximately 38% of total GPC net sales,] 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 [removed: established a new] [added: have strategically targeted specialty industries in power generation, alternative energy, government, transportation, ports, and an] electric vehicle battery category based on increasing opportunities presented by the build-out of new battery manufacturing facilities across North America.

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

[removed: A] [added: Separately, Motion provides leading e-business capabilities through MiSupplierConnect, a] highly developed supply chain with vendor partnerships and connectivity [removed: are enhanced by Motion’s leading e-business capabilities, such as MiSupplierConnect, which] [added: that] provides integration between our information technology network and suppliers’ systems, creating numerous benefits for both [removed: the supplier and customer.]

*Distribution Network.* The following table details the breakdown of our Industrial distribution centers, branches and service centers by geographic region as of December 31, [removed: 2022.][added: 2023.]

We serve our customers from more than 10,700 locations, primarily in North America, Europe, as well as Australia and New Zealand ("Australasia").

We offer outstanding service, an industry-leading assortment of replacement parts, extensive supply chain and distribution capabilities, and enhanced technology solutions.

We are organized into two business segments: our Automotive Parts Group (“Automotive”) and our Industrial Parts Group (“Industrial”).

In the automotive landscape, we see a positive long-term growth outlook across the markets we serve supported by an increase in miles driven, a growing and aging car parc, increasing vehicle complexity, and a growing opportunity with electric vehicles.

In the industrial landscape, we see disruptions in the global supply chain creating opportunities with nearshoring, a strong outlook for automation and robotics solutions, the need for industrial expertise due to an aging technical workforce and diversified end market opportunities.

Our business segments create a competitive differentiation in two distinct and growing markets with compelling shareholder value.

AUTOMOTIVE

Our Automotive segment, which represents approximately 62% of total GPC net sales, is the largest global automotive network of parts and care.

Our Automotive network consists of over one million customer locations, including installers, fleet, government, and major accounts.

We have diversity amongst our customer base with no specific customer type representing an outsized concentration of our customer business.

Our Automotive segment operates in a large and fragmented market with a total addressable market greater than $200 billion.

The majority of the automotive aftermarket is comprised of small, local competitors which creates an opportunity to actively pursue strategic acquisitions and bolt-on store groups where we can bring scale, advanced technology, and supply chain efficiency to differentiate ourselves from competitors.

*Regional Operations & Products.* In North America, our U.S. operations are headquartered in Atlanta, Georgia and our Canadian operations are headquartered in Montreal, Quebec.

We distribute the majority of products in the U.S. and Canada under the NAPA name, which is important to our sales and marketing efforts.

We go to market in North America primarily through company-owned and independent auto part stores, heavy vehicle stores, and specialty paint and equipment stores.

Our North American auto parts stores sell a comprehensive range of automotive parts, including brakes, batteries, filters, engine components, tools, accessories, and fluids.

Some locations offer custom services such as paint mixing, hydraulic hose assembly, battery testing, and key cutting.

Our heavy vehicle stores sell parts, accessories, tools and equipment for servicing heavy duty and diesel vehicles, and we operate service and mechanical repair centers for heavy vehicles.

We serve the heavy vehicle market under the banners Traction, TruckPro, TW, and Cadel.

In Canada, our specialty stores operate paint and body care equipment and supply under the banner NAPA/CMAX and high-quality replacement parts and lubricants for imported vehicles under the banners Altrom and Auto‑Camping.

Our online service in North America, NAPA online, provides a platform for customers to browse, purchase, and have automotive products delivered to their homes or businesses.

Separately, we provide a NAPA Auto Care program across the U.S. and Canada for independent repair shop centers to increase visibility and receive part discounts and other benefits.

We offer technical expertise by training and employing knowledgeable staff who can provide technical assistance, product recommendations, and guidance on automotive repairs and maintenance, and we organize DIY workshops and training sessions to educate customers on automotive repair and maintenance tasks.

In Europe, we operate Alliance Automotive Group (“AAG”), headquartered in London, England.

Europe is predominantly a DIFM market, with very few over-the-counter sales.

We serve thousands of vehicle repairers, body shops and auto-centers from over 2,000 distributor outlets across Europe, supported by a logistics infrastructure of national and regional distribution centers.

Our distributor outlets include company-owned and independent auto part stores and outlets, heavy vehicle outlets, and online and specialty outlets.

Our European banners include Groupauto, Precisium and Pièces Auto in France; Coler, Busch, Hennig and Knoll in Germany; Groupauto, UAN, FPS Distribution, APEC Braking, BTN Turbo, Platinum International, Alliance Automotive U.K. Subsidiaries, and J&S Automotive Distributors in the U.K. and Republic of Ireland; PartsPoint in Belgium and the Netherlands; Lausan, Soulima and Gaudi in Spain and Portugal; and GroupAuto in Poland.

In France, we also provide parts and services for heavy duty and diesel vehicles under the Todd banner and we operate Back2Car, which distributes recycled car

parts.

In the Netherlands and Belgium, we offer programs for repair shops that want to join our installer network to increase their visibility and brand awareness while remaining independent.

Separately in Europe, we operate WinParts, an online platform for customers to browse, purchase, and have automotive products delivered to their homes or businesses.

In Australia and New Zealand, we operate GPC Asia Pacific – the region’s largest automotive aftermarket parts supplier.

We resell and distribute automotive replacement parts, accessories and related tools and equipment through a network of company-owned retail stores and advanced distribution centers.

GPC Asia Pacific operates three main lines of business: Automotive Australia, Automotive New Zealand and Two Wheel Division.

Automotive Australia and Automotive New Zealand operate our auto parts stores in Australia and New Zealand under two banners: (i) Repco, which operates a nationwide dual-format store network across both countries, providing parts, equipment, tools, batteries, technology, and oil to both trade and retail customers, and (ii) NAPA Auto Parts, which offers automotive electrical and mechanical parts to trade, fleet, industrial, commercial and mining specialist customers.

Both Repco and NAPA compliment their network with the market's leading digital capability, providing our customers with a seamless omni-channel transactional capability.

Our Two Wheel Division wholesales and retails motorcycle parts, apparel and accessories, with the market's leading range of the world’s most respected motorcycle brands, many of which are supplied under exclusive distribution agreements.

Two Wheel Division operates two wholesale banners (McLeod Accessories and John Titman Racing), and also operates Australia's largest and fastest growing motorcycle accessories and apparel retailer (AMX Super Stores).

GPC Asia Pacific also operates a number of direct-to-consumer digital businesses, including Sparesbox, STEDI and 4WD247.

In 2022, our business was conducted from more than 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 assortment of consumable/replacement parts, outstanding service and enhanced technology solution.

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

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

AUTOMOTIVE PARTS GROUP ("Automotive")

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

In Europe, Alliance Automotive Group (“AAG”), a wholly-owned subsidiary of the company, is a leading distributor of vehicle parts, tools and workshop equipment with its primary operations in 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 Germany, PartsPoint and Lausan.

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

As part of our ongoing strategy, our Automotive network grew in 2022 with acquisitions of various strategic and bolt-on store groups in North America, Europe and Australasia.

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 | | |

Each part is cataloged and numbered for identification and accessibility.

We do not manufacture any of the products we distribute.

Our Automotive operations have access to more than 725,000 different parts and related supply items.

We also distribute replacement parts for small engines, farm equipment, marine equipment and heavy duty equipment.

Traction, 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.

NAPA, which neither buys nor sells

INDUSTRIAL PARTS GROUP ("Industrial")

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

In 2022, our Industrial segment served more than 200,000 OEM and MRO customers in all types of industries, including equipment and machinery, food and beverage, forest products, primary metals, pulp and paper, mining, automotive, oil and gas, petrochemical and pharmaceutical industries; as well as strategically targeted specialty industries such as power generation, alternative energy, government, transportation, ports and others.

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

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

Our 35 Industrial distribution centers serve the branches and services centers located throughout the geographic regions in which we operate.

Our Industrial network was expanded on January 3, 2022 with the acquisition of Kaman Distribution Group ("KDG").

KDG, which is headquartered in Bloomfield, Connecticut, is a power transmission, automation and fluid power industrial distributor and solutions provider with operations throughout the United States, providing electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components to MRO and OEM customers.

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

*Products.* Industrial distributes a wide variety of parts and products to its customers, which are primarily industrial companies.

Products include such items as hoses, belts, bearings, pulleys, pumps, valves, chains, gears, sprockets, speed reducers, electric motors, industrial supplies, assembly tools, test equipment, adhesives and chemicals.

Industrial also offers systems and automation products that support sophisticated motion control and process automation for full systems integration of plant equipment.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

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.

We have expanded the use of LED lighting retrofits and smart HVAC systems in our facilities and have continued to implement and monitor fleet management practices and policies to minimize our energy usage and carbon emissions.

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.

*Employee Retention and Professional Development*

*Diversity, Equity and Inclusion ("DEI")*

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $18.7] [added: $19.3] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 140,807,089] [added: 139,423,152] shares of the company's common stock outstanding as of February [removed: 20, 2023.][added: 19, 2024.]

Specifically identified portions of the company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: May 1, 2023] [added: April 29, 2024] are incorporated by reference into Part III of this Form 10-K.

| [PART [removed: I](#i564fc41b34ac4def81d60830a56562ae_10)] [added: I](#i1f78976a143e41f6a1a55ce8ff20b85a_10)] | | | | | | Page | | |

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| [Item 1C.](#i1f78976a143e41f6a1a55ce8ff20b85a_1835) | | | [Cybersecurity](#i1f78976a143e41f6a1a55ce8ff20b85a_1835) | | | [15](#i1f78976a143e41f6a1a55ce8ff20b85a_1835) | | |

| [PART II](#i1f78976a143e41f6a1a55ce8ff20b85a_58) | | | | | | | | |

| [PART III](#i1f78976a143e41f6a1a55ce8ff20b85a_178) | | | | | | | | |

| [PART IV](#i1f78976a143e41f6a1a55ce8ff20b85a_196) | | | | | | | | |

| | | | [Signatures](#i1f78976a143e41f6a1a55ce8ff20b85a_205) | | | [82](#i1f78976a143e41f6a1a55ce8ff20b85a_205) | | |

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

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

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

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

Our information security program is managed by a dedicated Chief Information Security Officer ("CISO"), whose team is responsible for leading enterprise-wide cybersecurity strategy, risk assessment and management policies, standards, architecture, and processes.

The CISO, along with the Chief Information and Digital Officer ("CIDO"), each have over 15 years of prior work experience in various roles involving information technology, including security, compliance, and systems.

The CISO provides periodic reports, which take into account information from internal stakeholders, known privacy and information security vulnerabilities, threat detection plans, and information from external sources such as reported security incidents, industry trends, and third party evaluations to our CIDO, who provides regular updates to our Audit Committee, Chief Executive Officer, and other members of our executive team.

The Audit Committee receives regular updates specific to the Company’s cyber security program and IT security risk, including descriptions of mitigation and incident response plans, projects to continually enhance our information security systems, overviews of awareness and training programs and the emerging threat landscape.

The Board of Directors ("Board") has ultimate oversight for risks relating to our information security program and practices and receives periodic updates from the Audit Committee Chair on cybersecurity and IT security risk and mitigation strategies, as well as periodic updates directly from the CIDO and CISO.

Our program is regularly evaluated by internal and external resources with the results of those reviews reported to senior management, the Audit Committee and the Board.

We also actively engage with key vendors, industry participants, and intelligence and law enforcement communities for benchmarking and awareness of best practices as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.

As part of our cybersecurity risk management system, our governance, risk & compliance team tracks and logs privacy and security incidents across GPC as well as performs third-party risk management to identify and mitigate risks from third parties such as vendors and suppliers.

The results of our evaluations and the feedback from our engagements are used to drive alignment on, and prioritization of, initiatives to enhance our cybersecurity strategies, policies, and processes and make recommendations to improve processes.

Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and other applicable industry standards.

In connection with our information security program, we perform ongoing internal and external risk assessment activities, and deploy systems, processes, and procedures across our global business units in response to identified risks.

As cybersecurity events are detected via our global processes, the potential impact of the events are assessed using a variety of methods, and our incident response plan is enacted as needed.

The incident response plan is periodically evaluated by our cybersecurity team as well as by independent advisors using simulated security events.

Security awareness training is also key component of our information security program and involves required training for all our teammates.

Although we have not experienced a material breach of cybersecurity to date, our computer systems 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.

For

more information about these and other information security risks we face, see “Item 1A.

Risk Factors — Strategic

and Operational Risks.”

The following table summarizes our company-owned and operated distribution centers, retail stores, branches and service centers as of December 31, [removed: 2022:][added: 2023:]

| North America | | | 77 | | | | | | [removed: 1,682] [added: 1,797] | | |

| North America | | | [removed: 19] [added: 17] | | | | | | [removed: 616] [added: 571] | | |

| Total Industrial | | | [removed: 35] [added: 30] | | | | | | [removed: 766] [added: 723] | | |

| Europe | | | 81 | | | | | | 798 | | |

| Australasia | | | 14 | | | | | | 551 | | |

| Total Automotive | | | 172 | | | | | | 3,146 | | |

| Australasia | | | 13 | | | | | | 152 | | |

| Total | | | 202 | | | | | | 3,869 | | |

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

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

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

| Australasia | | | 16 | | | | | | 150 | | |

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

We have paid a cash dividend to shareholders every year since going public in 1948 and increased the annual dividend for [removed: 66] [added: 67] consecutive years through [removed: 2022.][added: 2023.]

Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on 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 us as set forth below for the five year period that commenced December 31, [removed: 2017] [added: 2018] and ended December 31, [removed: 2022.][added: 2023.]

This graph assumes that $100 was invested on December 31, [removed: 2017] [added: 2018] in Genuine Parts Company common stock, the S&P 500 Stock Index (we are a member of the S&P 500 Stock Index, and 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 [removed: below] [added: below,] and assumes reinvestment of all dividends.

[removed: ][added: ]

| Cumulative Total Shareholder Return $ at Fiscal Year End | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

In constructing the Peer Index for use in the stock performance graph above, we used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization at [added: December 31, 2018 and including reinvestment of dividends) that compete with us in our two industry segments: automotive parts and industrial parts (each group of companies included in the Peer Index as competing with us in a separate industry segment is hereinafter referred to as a “Peer Group”).]

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 6,892] [added: 6,690] holders of record of the company’s common stock.

The following table provides information about the purchases of shares of the company’s common stock during the three month period ended December 31, [removed: 2022:][added: 2023:]

Approximately [removed: 10.3] [added: 8.5] million shares authorized remain available to be repurchased by the company.

There were no other repurchase plans announced as of December 31, [removed: 2022.][added: 2023.]

| Genuine Parts Company | | | | | | $100.00 | | | | | | $114.05 | | | | | | $111.55 | | | | | | $159.95 | | | | | | $202.85 | | | | | | $161.92 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $131.49 | | | | | | $155.68 | | | | | | $200.38 | | | | | | $164.09 | | | | | | $180.43 | | |

| Peer Index | | | | | | $100.00 | | | | | | $106.68 | | | | | | $127.19 | | | | | | $156.37 | | | | | | $126.21 | | | | | | $145.65 | | |

| October 1, 2023 through October 31, 2023 | | | | | | 2,667 | | | | | | $ | 140.57 | | | | | 534,870 | | | | | | 8,678,794 | | |

| November 1, 2023 through November 30, 2023 | | | | | | 6,644 | | | | | | $ | 133.57 | | | | | 93,917 | | | | | | 8,584,877 | | |

| December 1, 2023 through December 31, 2023 | | | | | | 8,276 | | | | | | $ | 137.92 | | | | | 46,832 | | | | | | 8,538,045 | | |

| Total | | | | | | 17,587 | | | | | | $ | 136.69 | | | | | 675,619 | | | | | | 8,538,045 | | |

| 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 | | |

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

| 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 | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i564fc41b34ac4def81d60830a56562ae_91)[:](#i564fc41b34ac4def81d60830a56562ae_91) 42[)](#i564fc41b34ac4def81d60830a56562ae_91)] [added: ID](#i1f78976a143e41f6a1a55ce8ff20b85a_97)[:](#i1f78976a143e41f6a1a55ce8ff20b85a_97) 42[)](#i1f78976a143e41f6a1a55ce8ff20b85a_97)] | | | [removed: [33](#i564fc41b34ac4def81d60830a56562ae_91)] [added: [35](#i1f78976a143e41f6a1a55ce8ff20b85a_97)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i564fc41b34ac4def81d60830a56562ae_94)[2](#i564fc41b34ac4def81d60830a56562ae_94) [and](#i564fc41b34ac4def81d60830a56562ae_94) [2021](#i564fc41b34ac4def81d60830a56562ae_94)] [added: 2023 and 2022](#i1f78976a143e41f6a1a55ce8ff20b85a_100)] | | | [removed: [36](#i564fc41b34ac4def81d60830a56562ae_94)] [added: [37](#i1f78976a143e41f6a1a55ce8ff20b85a_100)] | | |

| [Consolidated Statements of Income for the Years Ended [removed: 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)] [added: December 31, 2023, 2022 and 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_103)] | | | [removed: [37](#i564fc41b34ac4def81d60830a56562ae_97)] [added: [38](#i1f78976a143e41f6a1a55ce8ff20b85a_103)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 202](#i564fc41b34ac4def81d60830a56562ae_100)[2](#i564fc41b34ac4def81d60830a56562ae_100)[, 202](#i564fc41b34ac4def81d60830a56562ae_100)[1](#i564fc41b34ac4def81d60830a56562ae_100)[, and](#i564fc41b34ac4def81d60830a56562ae_100) [20](#i564fc41b34ac4def81d60830a56562ae_100)[20](#i564fc41b34ac4def81d60830a56562ae_100)] [added: 2023, 2022, and 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_106)] | | | [removed: [38](#i564fc41b34ac4def81d60830a56562ae_100)] [added: [39](#i1f78976a143e41f6a1a55ce8ff20b85a_106)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 202](#i564fc41b34ac4def81d60830a56562ae_103)[2](#i564fc41b34ac4def81d60830a56562ae_103)[, 202](#i564fc41b34ac4def81d60830a56562ae_103)[1](#i564fc41b34ac4def81d60830a56562ae_103) [and](#i564fc41b34ac4def81d60830a56562ae_103) [20](#i564fc41b34ac4def81d60830a56562ae_103)[20](#i564fc41b34ac4def81d60830a56562ae_103)] [added: 2023, 2022 and 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_109)] | | | [removed: [39](#i564fc41b34ac4def81d60830a56562ae_103)] [added: [40](#i1f78976a143e41f6a1a55ce8ff20b85a_109)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#i564fc41b34ac4def81d60830a56562ae_106)[2](#i564fc41b34ac4def81d60830a56562ae_106)[, 202](#i564fc41b34ac4def81d60830a56562ae_106)[1](#i564fc41b34ac4def81d60830a56562ae_106) [and](#i564fc41b34ac4def81d60830a56562ae_106) [20](#i564fc41b34ac4def81d60830a56562ae_106)[20](#i564fc41b34ac4def81d60830a56562ae_106)] [added: 2023, 2022 and 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_112)] | | | [removed: [40](#i564fc41b34ac4def81d60830a56562ae_106)] [added: [41](#i1f78976a143e41f6a1a55ce8ff20b85a_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i564fc41b34ac4def81d60830a56562ae_109)] [added: Statements](#i1f78976a143e41f6a1a55ce8ff20b85a_115)] | | | [removed: [41](#i564fc41b34ac4def81d60830a56562ae_109)] [added: [42](#i1f78976a143e41f6a1a55ce8ff20b85a_115)] | | |

We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | As disclosed in Notes 1 and [removed: 15] [added: 16] to the consolidated financial statements, the Company is subject to pending product liability lawsuits [removed: 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: 2022] [added: 2023] was [removed: $220] [added: $244] 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. | | | | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating loss contingencies related to product liabilities. For example, we tested controls over management's review of the significant assumptions described above and the reconciliation of claims data to that used by the Company’s actuarial specialist. To test the estimated loss contingencies related to product liabilities, our audit procedures included, among others, assessing the methodology used, testing the significant assumptions, including testing the completeness and accuracy of the underlying data, and comparing significant assumptions to historical claims as well as external data. We evaluated the legal letters obtained from internal and external legal counsel, held discussions with legal counsel, and performed a search for new or contrary evidence affecting the estimate. We involved our actuarial specialists to assist in our evaluation of the methodology and assumptions used by management and to independently develop a range of estimated product liabilities using the Company’s historical data as well as other information available for similar cases. We compared the Company's estimated loss contingencies related to product liabilities to the range developed by our actuarial specialists. We also assessed the adequacy of the Company’s disclosures, included in Notes 1 and [removed: 15] [added: 16] to the consolidated financial statements, in relation to [removed: these matters.] [added: this matter.] | | | | | | | | | | | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 653,463 | | | | | [removed: $] | 714,701 | | [added: | | | | 990,166 | | |]

| Trade accounts receivable, net | | | [removed: 2,188,868] [added: 2,223,431] | | | | | | [removed: 1,797,955] [added: 2,188,868] | | |

| Merchandise inventories, net | | | [removed: 4,441,649] [added: 4,676,686] | | | | | | [removed: 3,889,919] [added: 4,441,649] | | |

| Prepaid expenses and other current assets | | | [removed: 1,532,759] [added: 1,603,728] | | | | | | [removed: 1,353,847] [added: 1,532,759] | | |

| Total current assets | | | [removed: 8,816,739] [added: 9,605,852] | | | | | | [removed: 7,756,422] [added: 8,816,739] | | |

| Goodwill | | | [removed: 2,588,113] [added: 2,734,681] | | | | | | [removed: 1,915,307] [added: 2,588,113] | | |

| Other intangible assets, net | | | [removed: 1,812,510] [added: 1,792,913] | | | | | | [removed: 1,406,401] [added: 1,812,510] | | |

| Operating lease assets | | | [removed: 1,104,678] [added: 1,268,742] | | | | | | [removed: 1,053,689] [added: 1,104,678] | | |

| Other assets | | | [removed: 847,325] [added: 949,481] | | | | | | [removed: 985,884] [added: 847,325] | | |

| [removed: Property,] [added: Total net property,] plant and [removed: equipment, net] [added: equipment] | | | [added: | | | $ | 1,616,785 | | | | | $ |] 1,326,014 | | | | | [added: $] | 1,234,399 | | [removed: |]

| Total assets | | | $ | [removed: 16,495,379] [added: 17,968,454] | | | | | $ | [removed: 14,352,102] [added: 16,495,379] | |

| Trade accounts payable | | | $ | [removed: 5,456,550] [added: 5,499,536] | | | | | $ | [removed: 4,804,939] [added: 5,456,550] | |

| Current portion of debt | | | [removed: 252,029] [added: 355,298] | | | | | | [removed: —] [added: 252,029] | | |

| Other current liabilities | | | [removed: 1,851,340] [added: 1,839,640] | | | | | | [removed: 1,660,768] [added: 1,851,340] | | |

| Dividends payable | | | [removed: 126,191] [added: 132,635] | | | | | | [removed: 115,876] [added: 126,191] | | |

| Total current liabilities | | | [removed: 7,686,110] [added: 7,827,109] | | | | | | [removed: 6,581,583] [added: 7,686,110] | | |

| Long-term debt | | | [removed: 3,076,794] [added: 3,550,930] | | | | | | [removed: 2,409,363] [added: 3,076,794] | | |

| Operating lease liabilities | | | [removed: 836,019] [added: 979,938] | | | | | | [removed: 789,175] [added: 836,019] | | |

| Pension and other post-retirement benefit liabilities | | | [removed: 197,879] [added: 219,644] | | | | | | [removed: 265,134] [added: 197,879] | | |

| Deferred tax liabilities | | | [removed: 391,163] [added: 437,674] | | | | | | [removed: 280,778] [added: 391,163] | | |

| Other long-term liabilities | | | [removed: 502,967] [added: 536,174] | | | | | | [removed: 522,779] [added: 502,967] | | |

| Common stock, par value $1 per share - authorized 450,000,000 shares; issued and outstanding - [removed: 2022] [added: 2023] - [removed: 140,941,649] [added: 139,567,071] shares and [removed: 2021] [added: 2022] - [removed: 142,180,683] [added: 140,941,649] shares | | | [removed: 140,941] [added: 139,567] | | | | | | [removed: 142,181] [added: 140,941] | | |

| Additional paid-in capital | | | [removed: 140,324] [added: 173,025] | | | | | | [removed: 119,975] [added: 140,324] | | |

| Accumulated other comprehensive loss | | | [removed: (1,032,542)] [added: (976,872)] | | | | | | [removed: (857,739)] [added: (1,032,542)] | | |

February 22, 2024

| | | | 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | 1,102,007 | | | | | $ | 653,463 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,316,524 | | | | | | 1,316,524 | | | | | | — | | | | | | 1,316,524 | | |

| Share-based awards exercised, including tax benefit of $6,802 | | | 380,376 | | | | | | 380 | | | | | | (24,525) | | | | | | — | | | | | | — | | | | | | (24,145) | | | | | | — | | | | | | (24,145) | | |

| Purchase of stock | | | (1,754,954) | | | | | | (1,754) | | | | | | — | | | | | | — | | | | | | (259,719) | | | | | | (261,473) | | | | | | — | | | | | | (261,473) | | |

| Balance at December 31, 2023 | | | 139,567,071 | | | | | | $ | 139,567 | | | | | $ | 173,025 | | | | | $ | (976,872) | | | | | $ | 5,065,327 | | | | | $ | 4,401,047 | | | | | $ | 15,938 | | | | | $ | 4,416,985 | |

| Net income | | | $ | 1,316,524 | | | | | $ | 1,182,701 | | | | | $ | 898,790 | |

| Depreciation and amortization | | | 350,529 | | | | | | 347,819 | | | | | | 290,971 | | |

| Proceeds from sale of investment | | | 80,482 | | | | | | — | | | | | | — | | |

| Shares issued from employee incentive plans | | | (24,145) | | | | | | (17,377) | | | | | | (22,346) | | |

December 31, 2023

The following table provides a reconciliation of prepaid expenses and other current assets reported within the consolidated balance sheets at December 31:

| (in thousands) | | | | | | 2023 | | | | | | 2022 | | |

| Prepaid expenses | | | | | | $ | 110,863 | | | | | $ | 113,522 | |

| Consideration receivable from vendors | | | | | | 928,499 | | | | | | 847,341 | | |

| Other current assets | | | | | | 564,366 | | | | | | 571,896 | | |

| Total prepaid expenses and other current assets | | | | | | $ | 1,603,728 | | | | | $ | 1,532,759 | |

Consideration receivable from vendors include rebates receivable for various vendor funding programs.

There were no impairment losses in 2023.

These reserves are

realized.

The following table summarizes basic and diluted shares outstanding for the year ended December 31:

| (in thousands, except per share data) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | $ | 1,316,524 | | | | | $ | 1,182,701 | | | | | $ | 898,790 | |

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

The guidance was effective in the first quarter of 2023, except for the rollforward, which is effective for our Quarterly Report on Form 10-Q for the period ended March 31, 2024.

We adopted ASU 2022-04, including the early adoption of the rollforward, during the year ended December 31, 2023.

For additional information, refer to the Supply Chain Finance Programs Footnote.

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

This standard requires disclosures of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of other segment items by reportable segment, and all annual disclosures

currently required by Topic 280 to be included in interim periods.

The guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

The standard requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items, income before tax expense disaggregated between domestic and foreign, income tax expense disaggregated by federal, state and foreign, as well as further information on income taxes paid.

The guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025, with early adoption permitted.

The guidance should be applied on a prospective basis, with retrospective application permitted.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

| | | | 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. | | | | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating the fair value of customer relationships, including controls over management's review of the significant 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 the customer relationships, we performed audit procedures that included, among others, evaluating the Company's valuation methodologies and evaluating the significant assumptions used by the Company. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. Our testing also included comparing the significant assumptions used to the historical results of the acquired business and to other guideline companies within the same industry. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the intangible assets resulting from changes in the assumptions. | | | | | | | | | | | |

February 23, 2023

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

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

| Restructuring costs | | | — | | | | | | — | | | | | | 50,019 | | |

| Goodwill impairment charge | | | — | | | | | | — | | | | | | 506,721 | | |

| Net loss from discontinued operations | | | — | | | | | | — | | | | | | (192,497) | | |

| Continuing operations | | | $ | 8.36 | | | | | $ | 6.27 | | | | | $ | 1.13 | |

| Discontinued operations | | | — | | | | | | — | | | | | | (1.33) | | |

| Basic earnings (loss) per share | | | $ | 8.36 | | | | | $ | 6.27 | | | | | $ | (0.20) | |

| Continuing operations | | | $ | 8.31 | | | | | $ | 6.23 | | | | | $ | 1.13 | |

| Diluted earnings (loss) per share | | | $ | 8.31 | | | | | $ | 6.23 | | | | | $ | (0.20) | |

| Balance at January 1, 2020 | | | 145,378,158 | | | | | | $ | 145,378 | | | | | $ | 98,777 | | | | | $ | (1,141,308) | | | | | $ | 4,571,860 | | | | | $ | 3,674,707 | | | | | $ | 20,793 | | | | | $ | 3,695,500 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (29,102) | | | | | | (29,102) | | | | | | — | | | | | | (29,102) | | |

| Share-based awards exercised, including tax benefit of $677 | | | 112,621 | | | | | | 113 | | | | | | (4,233) | | | | | | — | | | | | | — | | | | | | (4,120) | | | | | | — | | | | | | (4,120) | | |

| Purchase of stock | | | (1,136,444) | | | | | | (1,137) | | | | | | — | | | | | | — | | | | | | (95,078) | | | | | | (96,215) | | | | | | — | | | | | | (96,215) | | |

| Cumulative effect from adoption of ASU 2019-12 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,223 | | | | | | 6,223 | | | | | | — | | | | | | 6,223 | | |

| Share-based awards exercised | | | (17,377) | | | | | | (22,346) | | | | | | (4,120) | | |

| Cash flows from discontinued operations: | | | | | | | | | | | | | | | | | |

| Net cash flows provided by operating activities from discontinued operations | | | — | | | | | | — | | | | | | 5,039 | | |

| Net cash used in investing activities from discontinued operations | | | — | | | | | | — | | | | | | (11,131) | | |

| Net cash provided by financing activities from discontinued operations | | | — | | | | | | — | | | | | | — | | |

| Net cash (used in) provided by discontinued operations | | | — | | | | | | — | | | | | | (6,092) | | |

| Cash and cash equivalents at beginning of year | | | 714,701 | | | | | | 990,166 | | | | | | 276,992 | | |

We have reclassified certain prior period amounts to conform to the current period presentation.

On June 30, 2020, we completed the divestiture of our Business Products Group.

Refer to the Acquisitions, Divestitures and Discontinued Operations Footnote for more information.

Our results of operations for the Business Products Group are reported as discontinued operations and all information related to the discontinued operations has been excluded from the Notes to the Consolidated Financial Statements for all periods presented.

Net loss from discontinued operations includes all costs that are directly attributable to these businesses and excludes certain corporate overhead costs that were previously allocated.

While

Restructuring Costs

In October 2019, we approved certain restructuring actions (the "2019 Cost Savings Plan") across our subsidiaries primarily targeted at simplifying organizational structures and distribution networks.

Among other things, the 2019 Cost Savings Plan resulted in workforce reductions and facility closures and consolidations.

We executed a voluntary retirement program for our U.S. and Canadian subsidiaries in the fourth quarter of 2019 in connection with this plan.

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

No further material costs have been incurred.

We consider the

Credit Losses (Topic 326)

Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective, as of December 31, [removed: 2022,] [added: 2023,] 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.

Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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 our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 [removed: Genuine Parts] [added: the] Company [removed: and Subsidiaries] as of December 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion thereon.

February 22, 2024

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

During the fiscal year ended December 31, 2023, none of our directors or executive officers adopted, modified

or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading

arrangement.”.

Not applicable.

Donahue*, age [removed: 66,] [added: 67,] was appointed Chairman of the Board and Chief Executive Officer of the company in April of 2019.

Stengel*, age [removed: 45,] [added: 46,] was appointed President and Chief Operating Officer of the company on January 1, 2023.

*Bert Nappier*, age [removed: 48,] [added: 49,] was appointed Executive Vice President and Chief Financial Officer on May 2, 2022.

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, [removed: with] [added: spending] six years in public accounting.

Neill*, age [removed: 61,] [added: 62,] was appointed Executive Vice President and Chief Human Resource Officer of the company in February of 2020.

[added: Previously,] Mr. Breaux [removed: was] [added: served as] Executive Vice President of Marketing, Distribution, and Strategic Planning at Motion from [removed: January] 2018 [removed: until his appointment] to [removed: President.][added: 2019 and, Senior Vice President of Marketing, Distribution, and Purchasing from 2015 to 2017.]

Breaux*, age 61, was appointed Group President, GPC North America on July 1, 2023.

Mr. Breaux was President of Motion Industries from January 2019 until his appointment to Group President of GPC.

*Naveen Krishna*, age 56, was appointed Executive Vice President, and Chief Information and Digital Officer on June 21, 2021.

Prior to that date, Mr. Krishna served as Executive Vice President and Chief Technology and Information Officer at Macy's, Inc. Prior to Macy's, Mr. Krishna was Vice President of Technology for The Home Depot, Inc. where he was responsible for all digital platforms, user experience design, marketing technologies and customer care.

Previously, he held a variety of roles with Target Corporation, FedEx Office and Print Services, Inc. and Federal Express Corporation and spent a number of years leading technology consulting engagements with Deloitte & Touche LLP.

*Chris Galla*, age 49, was appointed Senior Vice President, General Counsel, and Corporate Secretary on January 1, 2023.

Prior to that, Mr. Galla served as Vice President and General Counsel from 2020 to 2022, as Vice

President and Assistant General Counsel from 2015 to 2020, and in other various legal roles since he joined the Company in 2005.

Breaux*, age 60, was appointed President of Motion Industries on January 1, 2019.

Previously, he served as Senior Vice President of Marketing, Distribution, and Purchasing from 2015 to 2017.

*Kevin E.

Herron*, age 60, was appointed President of the U.S. Automotive Group on January 1, 2019.

Mr. Herron previously served as Executive Vice President - U.S. Automotive Parts Group from 2018 to 2019, and previous to that role, he was Group Senior Vice President of the U.S. Automotive Parts Group from 2014 to 2018.

From 2010 to 2014 he was Division Vice President for the Midwest of the U.S. Automotive Parts Group, and prior to that he was Regional Vice President for UAP, the Canadian division of the Automotive Parts Group.

He held that role from 2006 to 2010.

Prior to that, Mr. Herron served as Regional Vice President of Corporate Stores from 2004 to 2006, and previously he was District Manager in Maine from 1995 to 2003 and held the same title in Vermont during 1994.

Prior to those roles, he was Area Manager in Syracuse, New York from 1991 to 1993.

Mr. Herron began his career at the company as a management trainee in Syracuse and served in that role from 1989 to 1990.

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, [removed: “2022] [added: “2023] Grants of Plan-Based Awards”, [removed: “2022] [added: “2023] Outstanding Equity Awards at Fiscal Year-End”, [removed: “2022] [added: “2023] Option Exercises and Stock Vested”, [removed: “2022] [added: “2023] Pension Benefits”, [removed: “2022] [added: “2023] 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: 2022] [added: 2023] about the common stock that may be issued under all of the company’s existing equity compensation plans:

| Equity Compensation Plans Approved by Shareholders: | | | | | | [removed: 113,596] [added: 71,890] | | | (2) | | | $ | [removed: 88.33] [added: 89.95] | | | | | — | | | | | |

| Equity Compensation Plans Not Approved by Shareholders: | | | | | | [removed: 135,443] [added: 142,651] | | | (4) | | | n/a | | | | | | [removed: 864,557] [added: 857,349] | | | | | |

| | | | | | | 1,136,707 | | | (3) | | | $ | 94.97 | | (5) | | | 6,598,166 | | | (6) | | |

| Total | | | | | | 1,351,248 | | | | | | — | | | | | | 7,455,515 | | | | | |

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

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

Consolidated balance sheets — December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated statements of income — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated statements of comprehensive income — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated statements of equity — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated statements of cash flows — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Notes to consolidated financial statements — December 31, [removed: 2022][added: 2023]

| Exhibit 3.1 | | | | | | [Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007. (Incorporated herein by reference from [removed: 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] [added: the company’s current report] 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](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm) [c](http://www.sec.gov/Archives/edgar/data/40987/000004098718000037/a1118amendedandrestatedbyl.htm)[ompany,] [added: the company,] as amended and restated November 19, 2018. (Incorporated herein by reference from [removed: 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] [added: the company’s current report] 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](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)] [added: Company common stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/a202310-kexhibit41.htm)] | | |

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

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

| Exhibit 4.6 | | | | | | [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 [removed: 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] [added: the company’s current report] on Form 8-K dated January 10, 2022)](https://www.sec.gov/Archives/edgar/data/40987/000119312522005767/d244549dex42.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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’s current report] 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](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] [added: the company’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](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] [added: the company’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](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] [added: the company’s current report] 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](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] [added: the company’s quarterly report] 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](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] [added: the company’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](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] [added: the company'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](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] [added: the company'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](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] [added: the company's] Annual Report on Form 10-K, dated February 19, 2021).](https://www.sec.gov/Archives/edgar/data/0000040987/000004098721000009/gpc-12312020xex1027.htm) | | |

| Exhibit 10.28 | | | | | | [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](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] [added: the company’s quarterly report] 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](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] [added: the company's] Annual Report on Form 10-K, dated February 25, 2019.)](http://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm) | | |

| Exhibit 4.9 | | | | | | [Officer’s Certificate, dated November 1, 2023, pursuant to Sections 3.01 and 3.03 of the](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) [](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm)[Indenture, dated October 29, 2020, setting forth the terms of the 6.500% Senior Notes due](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) [](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm)[2028 and 6.875% Senior Notes due 2033 (incorporated herein by reference from](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) [the company’s current report on Form 8-K dated November 1, 2023)](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) | | |

| Exhibit 4.10 | | | | | | [Form of 6.500% Senior Notes due 2028 (included in Exhibit 4.9)](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm#bbb) | | |

| Exhibit 4.11 | | | | | | [Form of 6.875% Senior Notes due 2033 (included in Exhibit 4.9)](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm#ccc) | | |

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| Exhibit 10.35 | | | | | | [Third Amendment](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [to syndicated facility agreement, dated as of November 17, 2023](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [made by and among](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [Genuine Parts Company](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm)[,](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [UAP I](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm)[nc](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm)[., a corporation existing under the laws of Quebec (“UAP”), the other Designated Borrowers](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [party to the Syndicated Facility Agreement (together with the Company and UAP,](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [the Lenders party hereto, and acknowledged by](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [JPMorgan Chase Bank](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm)[, N.A., acting through its Toronto branch, as Canadian Swing Line Lender, and](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) [JPMorgan Chase Bank](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm)[, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Domestic Swing Line Lender.](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/ex1035-gpcamendmentno3xame.htm) | | |

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| Exhibit 19 | | | | | | [Insider Trading Policy for Employees, Contract and/or Temporary Workers, Officers, and Directors of Genuine Parts Company](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/gpcinsidertradingpolicy-ex.htm) | | |

| Exhibit 97 | | | | | | [Genuine Parts Company Dodd-Frank Clawback Policy](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/gpcclawbackpolicy-exx97.htm) | | |

| Date: February [removed: 23, 2023] [added: 22, 2024] | | | | | | /s/ Paul D. Donahue | | |

| Date: February [removed: 23, 2023] [added: 22, 2024] | | | | | | /s/ Bert Nappier | | |

| /s/ Paul D. Donahue | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | /s/ Bert Nappier | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | |

| /s/ Elizabeth W. Camp | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | /s/ Richard Cox, Jr. | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | |

| /s/ Gary P. Fayard | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | /s/ P. Russell Hardin | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | |

| /s/ John R. Holder | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | /s/ Donna W. Hyland | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | |

| /s/ John D. Johns | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | /s/ Jean-Jacques Lafont | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | |

| /s/ Robert C. Loudermilk, Jr. | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | /s/ Wendy B. Needham | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | |

| /s/ [removed: Juliette W. Pryor] [added: E. Jenner Wood, III] | | | | | | [removed: 2/21/2023] [added: 2/13/2024] | | | | | | | | | | | | [removed: /s/ E. Jenner Wood, III] | | | | | | [removed: 2/21/2023] | | |

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

[removed: ][added: ]

| /s/ Juliette W. Pryor | | | | | | 2/13/2024 | | | | | | | | | | | | /s/ Darren Rebelez | | | | | | 2/13/2024 | | |

| Juliette W. Pryor | | | | | | (Date) | | | | | | | | | | | | Darren Rebelez | | | | | | (Date) | | |

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