Genuine Parts (GPC) 10-K risk factor changes: FY2024 vs FY2023

[removed: In addition, the] [added: Furthermore, it is possible] material risks and uncertainties described below [removed: does not indicate that the risk has not] [added: have] already materialized.

- the number of vehicles in the [removed: automotive fleet,] [added: car parc,] a function of new vehicle sales and vehicle scrappage rates, as a steady or growing total vehicle population supports the continued demand for maintenance and repair;

- the economy generally, which in declining conditions [added: including persistent inflation, volatile and/or elevated interest rates and higher levels of consumer debt] may cause consumers to defer vehicle maintenance and repair and defer discretionary [removed: spending.][added: spending and purchases.]

The sale of automotive and industrial [removed: parts] [added: parts, particularly replacement automotive parts,] is highly competitive and impacted by many factors, including name recognition, product availability, customer service, changing customer preferences, store location, and pricing pressures.

[removed: Furthermore,] [added: In addition,] the automotive aftermarket industry continues to experience consolidation.

Specifically, instability in the geopolitical environment in many parts of the world (including as a result of the conflict between Russia and Ukraine, the conflict [removed: in the Gaza strip, general] [added: and] unrest in the Middle East, and China-Taiwan relations) and other disruptions may continue to put pressure on global economic conditions and supply chains.

- [removed: increased inflation] [added: persistent inflationary pressures] and significant volatility in commodity prices;

- adverse changes in international trade policies and [removed: relations;][added: relations, including U.S. relations with China;]

We depend on information systems to process customer orders, manage inventory and accounts receivable collections, purchase products, manage accounts payable processes, ship products to customers on a timely basis, maintain cost effective operations, provide superior service to customers and [removed: accumulate] [added: consolidate] financial results, among many other things.

[added: In addition, the IT systems of] businesses that we have acquired or may acquire could present issues that we were not [removed: able to identify prior to the]

[added: 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 [added: 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 [added: evolving artificial intelligence tools used to identify vulnerabilities and 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.]

In particular, [removed: the increase in] work-from-home arrangements [removed: have led businesses to increase reliance] [added: rely] on virtual environments and communications systems, which have been subjected to increasing third-party vulnerabilities and security [removed: risks.][added: risks at various businesses.]

We recognize the growing demand for business-to-business and business-to-customer e-commerce options and solutions, and we could lose business if we fail to provide [added: or adapt to] the e-commerce options and solutions our customers wish to use.

If we are unable to successfully provide the e-commerce solutions our retail and business customers desire, [added: differentiate ourselves from our competitors' e-commerce solutions or adapt to new or enhanced e-commerce tools,] we may lose existing customers and fail to attract new ones.

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

Additionally, [removed: as we undertake] [added: in undertaking] the transformation plan for our business, we have integrated our strategic initiatives into a cohesive business model which balances competing priorities.

If we are unable to [added: continue to] implement these strategic [removed: initiatives] [added: initiatives, such as our technology, supply chain and sales effectiveness initiatives,] efficiently and effectively, or if these strategic initiatives are unsuccessful, our business, financial condition, results of operations and cash flows could be adversely affected.

To facilitate this transformation plan, we are [removed: making] [added: continuing to make] substantial investments, [removed: recruiting] [added: recruit] new talent, and [removed: optimizing] [added: optimize] our business model, management system, and organization.

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

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

All of [removed: which] [added: these potential outcomes] could have an adverse effect on our financial condition and results of operations.

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

Our business, financial condition, results 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, geopolitical uncertainty and unrest, employment rates and wages, including increases in minimum wage, changes in tax policies, changes in energy costs, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, elevated interest rates for prolonged periods, monetary policies, volatile exchange rates, changes in fiscal and regulatory priorities [removed: resulting from] [added: as a result of] the outcome of the 2024 U.S. presidential election, and other challenges that could affect the global economy.

We have an unsecured revolving credit facility and unsecured senior [removed: notes, which could have important consequences to] [added: notes and] our [removed: financial health.][added: level of indebtedness could, among other things:]

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

Changes in automotive technology (including the adoption of electric [removed: vehicles)] [added: vehicles or the use of artificial intelligence)] and compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers all of which could adversely impact the demand for our products and our business, financial condition, results of operations or cash flows.

For example, we are party to, among other litigation, numerous pending [removed: product] [added: asbestos] liability lawsuits relating to our national distribution of automotive parts [added: and supplies sold primarily before 1991, many of which involve claims of personal injury allegedly resulting from the use of automotive parts distributed by us.]

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

Although the United States and China reached a Phase One trade deal in January 2020, there was no Phase Two trade deal implemented and most of the tariffs imposed remain in [removed: place, while uncertainty persists in the trade relationship between the two countries that impacts the global trade landscape.][added: place.]

Many factors influence our reputation and the value of our brands including the perception held by our customers, business partners, investors, [added: regulators,] other key stakeholders and the communities in which we do business.

Our business faces increasing scrutiny [added: and regulations] related to corporate social responsibility [added: practices] and disclosures and [added: we face an increasing] risk of damage to our reputation and the value of our brands if we fail to act responsibly [added: and/or] in [added: compliance with applicable laws and regulations in] a number of areas, such as environmental stewardship and sustainability, supply chain management, climate change, [removed: diversity, equity and] inclusion, workplace conduct, human rights, philanthropy and support for local communities.

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

[removed: These broad market, geopolitical and industry factors among others may harm the market price] of our common stock, regardless of our operating performance and growth outlook, and the value of your investment may decline.

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Supply chain delays or interruptions, including as it relates to our dependence on our supplier relationships and the modernization of our supply chain, could harm our business

Additionally, in connection with our supply chain modernization initiative, we have, and intend to continue to, invest in capital improvements and operational enhancements to certain of our existing market distribution and fulfillment centers, as well as the development of new market distribution and fulfillment centers.

Our supply chain modernization initiative is designed to improve our efficiency, geographic reach and market penetration; however, executing this initiative requires substantial capital investment, including significant expenditures for, among other things, real estate and construction and technology enhancements.

Delays or disruptions in executing our supply chain modernization initiative, including the investment in our market distribution centers, could have a material adverse impact on our business, financial condition and results of operations.

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For example, the CrowdStrike outage that occurred in July 2024 negatively impacted our operations and financial results in the third quarter of 2024.

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Further, our responses to any union organizing efforts could

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negatively impact how our brand is perceived by our employees and customers and have material adverse effects on our business and future results.

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If we fail to comply with existing or future laws or regulations, we may be subject to

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Uncertainty persists in the trade relationship between the two countries that impacts the global trade landscape, and as of February 2025, new tariffs were enacted that significantly increase tariffs on foreign imports into the United States.

The effects of these changes, including responsive actions from foreign governments, could also have significant impacts on our financial results.

We are continually assessing our obligations under proposed and enacted rules and expect that compliance could require substantial effort in the future.

Standards for tracking and reporting on sustainability matters, including climate-related matters, have also not been harmonized.

Changes to these standards could require adjustments to our accounting or operational policies, as well as updates to our existing systems to meet these reporting obligations.

We will therefore likely need to be prepared to contend with overlapping, yet distinct, disclosure approaches, frameworks and requirements.

Our 2024 Sustainability Report is available on our website.

If our sustainability practices or disclosures do not meet, or are perceived not to meet, evolving regulatory, investor and other stakeholder expectations and standards, our reputation, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively affected.

Similarly, our failure, or perceived failure, to pursue or fulfill any sustainability-focused goals, targets, or objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.

While we monitor a broad range of sustainability matters, we cannot be certain that we will manage such matters successfully, or that we will successfully meet the expectations of regulators, investors, employees, customers and other stakeholders.

These broad market, geopolitical and industry factors among others may harm the market price

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We depend on our relationships with our suppliers, and a disruption of these relationships or of our suppliers’ operations could harm our business.

In recent years, partly as a result of the COVID-19 pandemic and other factors beyond our control, such as the conflict between Russia and Ukraine and the conflict in the Gaza strip, we have experienced 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 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.

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.

In particular, the market for replacement automotive parts is highly competitive and subjects us to a wide variety of competitors.

We compete primarily with 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.

In addition, the IT systems of

data disclosure practices or other cybersecurity vulnerabilities.

evolving artificial intelligence tools used to identify vulnerabilities and 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.

There can be no assurance

For example, our level of indebtedness could, among other things:

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

In particular, on July 8, 2021, the Washington Supreme Court overturned the order of the Washington Court of Appeals and reinstated the trial court's damage award of $77 million against us.

In [removed: 2023,] [added: 2024,] we conducted business in North America, Europe and Australasia from more than 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 [removed: in 2023] and accounted for [removed: approximately 62%] [added: 63%] 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 [removed: approximately 38%] [added: 37%] of total revenues.

Our mission is to be [removed: an employer of choice, supplier] [added: the employer, supplier, and investment] of choice, [added: while also being a] valued [removed: customer, good] corporate citizen [removed: and investment of choice for all our shareholders.][added: in the communities we serve.]

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

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

This metric is widely used by analysts, investors and competitors in our industry, [removed: although] [added: however] our calculation of the metric [removed: may] [added: is] not [removed: be] comparable to similar measures disclosed by other companies, because not all companies and analysts calculate this metric in the same manner.

[removed: *Gross] [added: Gross] Profit and Gross [removed: Margin*][added: Margin]

[removed: *Selling,] [added: Selling,] Administrative and Other Expenses [removed: ("SG&A")*][added: ("SG&A")]

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

[removed: *Segment Profit] [added: Segment EBITDA] and Segment [removed: Margin*][added: EBITDA Margin]

Segment [removed: profit] [added: EBITDA] as a percentage of [removed: segment net sales] [added: Segment Net Sales] is referred to as [removed: segment] [added: Segment EBITDA] margin.

We believe that [removed: segment profit] [added: Segment EBITDA] and [removed: segment] [added: Segment EBITDA] margin are useful measures because they allow management, analysts, investors, and other interested parties to evaluate the profitability of our [removed: segments, after the effects of operating and other expenses] [added: segments] and [removed: income associated] [added: they align] with [removed: those businesses.][added: how management evaluates performance and sets compensation plans.]

[removed: *Net] [added: Net] Income and [removed: EBITDA*][added: EBITDA]

We believe that net income and EBITDA, along with their [added: respective] adjusted measures, are useful measures of operating performance.

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

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

Our discussion of our results focuses on [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and year-to-year comparisons between those periods.

Discussions of [removed: 2021] [added: 2022] results and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] results [added: that] are not included in this Form 10-K [removed: 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: 2022.][added: 2023.]

Our results of operations are summarized below for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| Selling, administrative and other expenses | | | | | | [removed: 6,167,143] [added: 6,642,900] | | | | | | [removed: 26.7] [added: 28.3] | | % | | | | [removed: 5,758,295] [added: 6,167,143] | | | | | | [removed: 26.1] [added: 26.7] | | % | | | | [removed: 408,848] [added: 475,757] | | | | | | [removed: 7.1] [added: 7.7] | | % |

| Provision for doubtful accounts | | | | | | [removed: 25,947] [added: 30,001] | | | | | | 0.1 | | % | | | | [removed: 19,791] [added: 25,947] | | | | | | 0.1 | | % | | | | [removed: 6,156] [added: 4,054] | | | | | | [removed: 31.1] [added: 15.6] | | % |

| Interest expense, net | | | | | | [removed: 64,469 | | | | | | 0.3 | | % | | | | 73,887 | | | | | | 0.3 | | % | | | | (9,418)] [added: 96,827] | | | | | | [removed: (12.7)] [added: 64,469] | | [removed: %] |

| Total non-operating expenses | | | | | | [removed: 4,705] [added: 53,248] | | | | | | [removed: —] [added: 0.2] | | % | | | | [removed: 41,597] [added: 4,705] | | | | | | [removed: 0.2] [added: —] | | % | | | | [removed: (36,892)] [added: 48,543] | | | | | | [removed: (88.7)] [added: 1031.7] | | % |

| (in thousands, except per share data) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |

| Automotive segment [added: EBITDA] margin | | | | | | [removed: 8.2] [added: 8.7] | | % | | | | [removed: 8.7] [added: 9.4] | | % | | | | | | | | | | | | |

Net sales for Automotive were [removed: $14.2] [added: $14.8] billion in [removed: 2023,] [added: 2024,] a [removed: 4.2%] [added: 3.7%] increase from [removed: 2022.][added: 2023, driven by acquisitions, particularly in our U.S. Automotive business.]

[removed: The increase includes] [added: Automotive segment sales increased 4.2% driven by] a 2.8% contribution from acquisitions and 2.1% growth in comparable sales, partially offset by a 0.7% unfavorable impact from foreign currency and other.

[removed: The increase includes] [added: Industrial segment sales increased 4.9% driven by] 4.8% growth in comparable sales [added: due to sales initiatives] and [added: strong market conditions and] a 0.6% contribution from acquisitions.

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

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

We incurred [removed: $5] [added: $53] million in net non-operating expenses in [removed: 2023,] [added: 2024,] a [removed: $37] [added: $48.5] million [removed: change] [added: increase] from [removed: $42] [added: $5] million in net non-operating expenses in [removed: 2022.][added: 2023.]

The [removed: $37] [added: $49] million [removed: change] [added: expense increase] includes the effects of a [removed: $27] [added: $32] million increase in [added: net interest expense in 2024, due to increased borrowings, including the senior notes issued in August 2024, and a $16 million decrease in] other non-operating income driven by [removed: increased] [added: decreased] pension income, foreign currency gains, and income from cash surrender value of life insurance policies.

[removed: The improved Industrial segment margin is primarily] [added: Gross profit increased $246 million, or 10.3%, in 2023] due to [removed: continued] sales growth and our focus on leveraging expenses and executing supply chain initiatives as well as other strategic initiatives in areas such as category management and pricing.

Our effective income tax rate was [removed: 24.4%] [added: 23.1%] as of December 31, [removed: 2023,] [added: 2024,] compared to [removed: 24.8%] [added: 24.4%] in [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2023,] [added: 2024,] the rate decrease is primarily due to [added: expanded investment and] domestic [removed: tax] credit [removed: benefits and statute-related adjustments.][added: benefits.]

Net [added: Income and Adjusted Net] Income

Net income was [removed: $1.3 billion] [added: $904 million] in [removed: 2023] [added: 2024, a decrease of 31.3%] compared to [removed: $1.2] [added: $1.3] billion in [removed: 2022.][added: 2023.]

Diluted earnings per share ("EPS") was [removed: $9.33] [added: $6.47] in [removed: 2023, up 12.3%] [added: 2024, down $2.86] compared to [removed: $8.31] [added: $9.33] in [removed: 2022.][added: 2023.]

Adjusted diluted EPS was [removed: $9.33, a 11.9% increase] [added: $8.16, down $1.17] compared to [removed: $8.34] [added: $9.33] in [removed: 2022.][added: 2023.]

Genuine Parts Company ("GPC") is a global service organization with a long history of growth and innovation dating back to our founding in Atlanta, Georgia, in 1928.

Over nearly a century, we’ve built a reputation for delivering excellent customer service, profitable growth, leading distribution capabilities and strong cash flow.

As we look to the future, we are leaning into modernizing our supply chain and technology through digital innovation, and data-driven strategies to enhance our competitive edge.

By leveraging technology and optimizing supply chains, we are empowering our teams with cutting-edge tools to focus on delivering exceptional customer service and driving sustainable growth.

At the heart of it all is our commitment to excellence, supported by a culture of continuous improvement and a legacy of strong leadership that has guided us for nearly 100 years.

Segment EBITDA is the measure we use to assess the profitability of our company’s business segments and it is calculated as net sales less cost of goods sold and total other operating expenses of the business segment, and it

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excludes amounts reflected in Corporate EBITDA, net interest expense, depreciation and amortization and other unallocated costs.

We changed our segment profit and segment profit margin measures in the fourth quarter of 2024 to Segment EBITDA and Segment EBITDA margin, respectively.

In 2024, our net sales of $23.5 billion increased 1.7% year-over-year.

Our sales growth was driven primarily by acquisitions in our Automotive segment and two additional selling days.

Sales growth was partially offset by the negative impact of weak market conditions in both segments, as persistent high interest rates and economic uncertainty led to lower customer demand which resulted in flat Automotive comparable sales and declines in Industrial comparable sales in 2024.

Economic activity in the U.S. manufacturing sector, measured by the Purchasing Mangers' Index ("PMI"), contracted through most of 2024, negatively impacting purchases from our Industrial customers.

In 2024, net income totaled $904 million, down 31.3%, driven by costs associated with our global restructuring program, which was designed to better align our assets and cost structure to the current economic environment.

During the year, we incurred $221 million in restructuring and other costs under this program, and a charge of $62 million to cost of goods sold to write down certain existing inventory associated with a new global rebranding and relaunch of a key tool and equipment offering.

Our earnings in 2024 were also negatively impacted by higher SG&A costs, which were driven by increases in personnel and rent costs due to inflationary pressure and planned investments in technology to modernize our systems and digital platforms.

The investments we are making in technology, as well as new supply chain capabilities, are driving higher year-over-year depreciation and interest expense.

These costs were partially offset by improved gross margin due to the benefits from acquired businesses and ongoing initiatives around pricing and sourcing and from our global restructuring program.

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| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 23,486,569 | | | | | 100.0 | | % | | | | $ | 23,090,610 | | | | | 100.0 | | % | | | | $ | 395,959 | | | | | 1.7 | | % |

| Cost of goods sold | | | | | | 14,962,954 | | | | | | 63.7 | | % | | | | 14,799,938 | | | | | | 64.1 | | % | | | | 163,016 | | | | | | 1.1 | | % |

| Gross profit | | | | | | 8,523,615 | | | | | | 36.3 | | % | | | | 8,290,672 | | | | | | 35.9 | | % | | | | 232,943 | | | | | | 2.8 | | % |

| Depreciation and amortization | | | | | | 407,978 | | | | | | 1.7 | | % | | | | 350,529 | | | | | | 1.5 | | % | | | | 57,449 | | | | | | 16.4 | | % |

| Restructuring and other costs | | | | | | 213,520 | | | | | | 0.9 | | % | | | | — | | | | | | — | | % | | | | 213,520 | | | | | | 100.0 | | % |

| Total operating expenses | | | | | | 7,294,399 | | | | | | 31.1 | | % | | | | 6,543,619 | | | | | | 28.3 | | % | | | | 750,780 | | | | | | 11.5 | | % |

| Other | | | | | | (43,579) | | | | | | (0.2) | | % | | | | (59,764) | | | | | | (0.3) | | % | | | | 16,185 | | | | | | (27.1) | | % |

| Income before income taxes | | | | | | 1,175,968 | | | | | | 5.0 | | % | | | | 1,742,348 | | | | | | 7.5 | | % | | | | (566,380) | | | | | | (32.5) | | % |

| Income taxes | | | | | | 271,892 | | | | | | 1.2 | | % | | | | 425,824 | | | | | | 1.8 | | % | | | | (153,932) | | | | | | (36.1) | | % |

| Net income | | | | | | $ | 904,076 | | | | | 3.8 | | % | | | | $ | 1,316,524 | | | | | 5.7 | | % | | | | $ | (412,448) | | | | | (31.3) | | % |

| Diluted EPS | | | | | | $ | 6.47 | | | | | $ | 9.33 | | | | | $ | (2.86) | | | | | (30.7) | | % |

| Adjusted diluted EPS | | | | | | $ | 8.16 | | | | | $ | 9.33 | | | | | $ | (1.17) | | | | | (12.5) | | % |

| Adjusted EBITDA | | | | | | $ | 1,996,502 | | | | | $ | 2,157,346 | | | | | $ | (160,844) | | | | | (7.5) | | % |

| Industrial segment EBITDA margin | | | | | | 12.6 | | % | | | | 12.8 | | % | | | | | | | | | | | | |

| Corporate EBITDA margin | | | | | | (1.7) | | % | | | | (1.4) | | % | | | | | | | | | | | | |

| Adjusted EBITDA margin | | | | | | 8.5 | | % | | | | 9.3 | | % | | | | | | | | | | | | |

Our consolidated net sales increase of 1.7% includes a 2.6% benefit from acquisitions, which was partially offset by a 0.8% comparable sales decrease as described in the following segment discussions.

In 2024, we completed strategic acquisitions of more than 500 stores in the U.S., mostly from our independent owners, including the acquisition of our two largest, Motor Parts & Equipment Corporation ("MPEC") and Walker Automotive Supply, Inc. ("Walker").

These store acquisitions were in strategic markets and enable us to capture commercial benefits, leverage synergies and further drive revenue growth.

In 2024, our comparable sales were flat due to softer demand, as macro-economic headwinds such as high interest rates and persistent cost inflation continued to impact customer buying behavior.

Genuine Parts Company is a global service organization engaged in the distribution of automotive and industrial replacement parts.

We have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia.

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

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

Segment profit is calculated as net sales less costs of goods sold, operating expenses, and certain non-operating expenses attributable to the segment (e.g., foreign currency), excluding general corporate expenses, net interest expense, intangible asset amortization, and other unallocated amounts that are primarily driven by corporate initiatives.

Operating expenses include SG&A at our segments.

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 | | % |

| Depreciation and amortization | | | | | | 350,529 | | | | | | 1.5 | | % | | | | 347,819 | | | | | | 1.6 | | % | | | | 2,710 | | | | | | 0.8 | | % |

| 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 | | % |

| Industrial segment margin | | | | | | 12.5 | | % | | | | 10.5 | | % | | | | | | | | | | | | |

| Total segment margin | | | | | | 9.9 | | % | | | | 9.4 | | % | | | | | | | | | | | | |

Our net sales increase of 4.5% includes a 3.1% comparable sales increase and a 2.0% positive impact from acquisitions, slightly offset by an unfavorable impact of foreign currency and other of 0.6%.

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.

Net sales for Industrial were $8.8 billion in 2023, a 4.9% increase from 2022.

Our growth in comparable sales reflects the positive impact of our ongoing sales and pricing initiatives and continued growth in many of the industry segments we serve.

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.

Foreign currency exchange exposure, in regard to the Australian and Canadian dollar, negatively impacted our results, while the Euro positively impacted our results for the year ended December 31, [removed: 2023.][added: 2024.]

Foreign currency exchange exposure, particularly in regard to the Australian and Canadian dollar, and to a lesser extent the Euro, positively impacted our results for the year ended December 31, [removed: 2022.][added: 2023.]

During [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: $797] [added: $829] million and [removed: $723] [added: $797] 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 $1.2 billion in [removed: 2023] [added: 2024] and [removed: $1.1] [added: $1.2] billion in [removed: 2022.][added: 2023.]

A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately [removed: $1.6] [added: $1.7] billion in [removed: 2023] [added: 2024] and [removed: $1.4] [added: $1.6] billion in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] we primarily had fixed-rate debt.

Based on our variable-rate debt and derivative instruments outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we estimate that a 100 basis point increase in interest rates would have an immaterial impact in [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and would increase the fees on our A/R Sales Agreement by $10 million.

In [removed: fiscal years 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we experienced inflationary pressures across various parts of our business and operations, including, but not limited to, increases to our product costs, [removed: overhead costs] and [removed: rising costs across our supply chain.][added: higher operating costs, including those related to salaries, wages, rent and freight expenses.]

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 [removed: or other cost efficiency measures.]

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

or other cost efficiency measures.

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

[removed: We] [added: In order to execute this mission, we] focus [removed: on] our [removed: market-leading automotive and industrial] businesses [removed: to deliver] [added: on delivering excellent customer service,] profitable growth, operational efficiencies and strong cash flow.

In [removed: the automotive landscape,] [added: Automotive,] we see [removed: a positive] long-term growth [removed: outlook] [added: opportunities] across [added: each of] the markets we serve [added: which are] supported by an [removed: increase in] [added: increasing number of] miles driven, a growing and aging car parc, increasing vehicle complexity, and [removed: a growing] [added: an emerging] opportunity with electric vehicles.

In [removed: the industrial landscape, we see] [added: Industrial, growth drivers include] 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.

[removed: Our] [added: Together, our] business segments create a competitive differentiation in two distinct and growing markets with compelling shareholder value.

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

Our Automotive segment, which represents [removed: approximately 62%] [added: 63%] of total GPC net sales, is the largest global automotive network of parts and [removed: care.][added: autocare.]

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

Our Automotive network consists of over one million customer [removed: locations, including installers, fleet, government, and major accounts.][added: locations.]

We have diversity amongst our [added: commercial] customer base with no specific customer type representing an outsized concentration of our [removed: customer] [added: overall] business.

Our Automotive segment operates in [removed: a] large and fragmented [removed: market] [added: markets] with a [added: combined] total addressable [removed: market greater than $200 billion.]

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

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

We supply certain equipment [removed: and] parts [added: and technologies] used by repair shops, service stations, fleet operators, automobile and truck dealers, leasing companies, [removed: bus and truck lines, mass merchandisers,] farms, and individuals who perform their own maintenance and parts installation.

[removed: Availability] [added: Inventory availability] is [removed: a] critical [added: to the] success [removed: factor in] [added: of] our business and our teams utilize data and analytics to have the right parts, in the right place and at the right time.

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

[removed: Our Automotive operations have access to approximately 800,000 different parts and related supply items.These] [added: These] items are purchased from hundreds of different suppliers, with approximately [removed: 46%] [added: 55%] of [removed: 2023] [added: 2024] automotive parts inventories purchased from 10 major suppliers.

We [removed: go to market in North America] [added: service the U.S. and Canadian markets] primarily through company-owned and independent auto part stores, heavy vehicle stores, and specialty paint and equipment stores.

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

Our online [removed: service] [added: platform] in North [removed: America,] [added: America is] NAPA online, [added: which] provides [removed: a platform for] [added: our] customers [added: an option] to browse, purchase, and have automotive products [added: bought online and picked up in store or] delivered to their homes or businesses.

Separately, we provide a [added: unique] NAPA Auto Care program [added: available to independent repair shops and auto care centers] across the U.S. and Canada [removed: for independent repair shop centers] [added: where they can leverage the NAPA brand] to increase visibility [removed: and] [added: as well as] receive part discounts and other [added: product and technology] benefits.

We [added: also] 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.

We believe that the quality and the range of [added: products and] services provided to our North American [removed: automotive parts] customers constitute a significant advantage for our automotive parts distribution system.

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

Losses from inventory obsolescence have not been significant historically [removed: and] [added: which] we attribute [removed: this] to the successful operation of our classification system, [removed: which includes] [added: including] product return privileges with most of our suppliers.

We serve thousands of vehicle repairers, [removed: body] [added: collision] shops and auto-centers from over [removed: 2,000] [added: 2,500] distributor outlets across Europe, supported by a logistics infrastructure of national and regional distribution centers.

[removed: 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 [added: parts.]

Our Two Wheel Division [removed: wholesales] [added: is a whole seller] 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.

We strategically locate our stores close to [removed: installers,] [added: repair shops and autocare service centers,] which are our primary customers, and we deliver products to [removed: them] [added: our customers] routinely throughout each business day by [removed: truck.][added: delivery vehicles.]

Independently-owned stores purchase inventory from [added: our] company-operated distribution centers.

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

Independently-owned stores, which represent [removed: approximately 68%] [added: 63%] of our total automotive [removed: stores,] [added: store network,] provide a competitive advantage [added: in certain markets] by allowing for local market knowledge and insights, enabling quicker adaptation to local customer preferences.

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

During [removed: 2023,] [added: 2024,] we expanded our network with the addition of [removed: 173] [added: 41] net new stores during the year.

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: 2023.][added: 2024.]

| Distribution [removed: Centers] [added: centers] | | | | | | [removed: 77] [added: 75] | | | | | | [removed: 81] [added: 73] | | | | | | 14 | | | | | | [removed: 172] [added: 162] | | |

[removed: *Installer] [added: *Repair Center] Networks.* We provide programs for repair centers to join regional networks to leverage our branding and supply network to increase their visibility and awareness while remaining independent.

The largest of these is our independent NAPA Auto Care center network in the U.S. and Canada, which includes over [removed: 18,000] [added: 19,000] locations nationwide.

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

Our automotive competitors include AutoZone, Inc., O-Reilly Auto Parts, Inc., Advance Auto Parts, Inc., LKQ Corporation [added: (predominantly in Europe)] and [removed: Bapcor,] [added: Bapcor (Australasia),] among many others.

OUR BUSINESS

In 2024, we had net sales of $23.5 billion and our revenue mix was 74% in North America, 16% in Europe and 10% in Australasia.

Our main Automotive customers are repair and maintenance shops, and our main Industrial customers are businesses operating distribution, manufacturing and production equipment.

As we look to the future, our strategy is built to position us for long-term, profitable growth.

By staying true to our purpose, leveraging our strengths, and executing on our strategic priorities, we are confident in our ability to deliver sustainable growth and create lasting value for our shareholders, customers, employees, and communities.

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

market of over $200 billion.

The majority of products distributed in North America utilize the NAPA brand, which we believe is a competitive differentiator.

Our U.S. Automotive business offers approximately 800,000 different parts and related supply items.

We are differentiated from many of our North American competitors because our revenues are primarily generated with commercial DIFM customers.

Through NAPA Online, customers can also locate nearby participating NAPA Auto Care locations.

Our European

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

In 2024, as part of our strategic financial objectives to grow revenue and improve operating margins, we made a pivot in strategy in the U.S. to own more stores in priority markets.

We made significant progress on this initiative in 2024, including the acquisition of our two largest independently owned stores groups, Motor Parts & Equipment Corporation ("MPEC") and Walker Automotive Supply, Inc ("Walker"), and completed strategic acquisitions of more than 500 NAPA stores from independent owners, as well as competitive stores, bringing our company owned store count to approximately 35% of our store mix.

These acquisitions are in key markets where we can provide synergies and resources for these stores to further drive revenue growth.

| Company-owned stores | | | | | | 2,279 | | | | | | 782 | | | | | | 561 | | | | | | 3,622 | | |

| Independently-owned stores | | | | | | 4,464 | | | | | | 1,760 | | | | | | — | | | | | | 6,224 | | |

| Total automotive locations | | | | | | 6,818 | | | | | | 2,615 | | | | | | 575 | | | | | | 10,008 | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

We have strategically targeted specialty industries in power generation, alternative

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| Branches | | | | | | 534 | | | | | | 140 | | | | | | 674 | | |

| Total industrial locations | | | | | | 628 | | | | | | 157 | | | | | | 785 | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

sustainability into our business strategy and corporate culture.

We embrace different ideas and perspectives and are committed to creating a welcoming environment where all teammates have opportunities to grow and feel a sense of belonging.

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

(Fair Disclosure).

OUR PURPOSE & STRATEGY

We keep the world moving — this is our purpose and the foundation for how we do business.

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

In order to execute this mission, we align our resources with strategic areas of focus for our operations.

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

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

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.

parts.

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

| Company-Owned Stores | | | | | | 1,797 | | | | | | 798 | | | | | | 551 | | | | | | 3,146 | | |

| Independently-Owned Stores | | | | | | 4,961 | | | | | | 1,698 | | | | | | — | | | | | | 6,659 | | |

| Total Automotive Locations | | | | | | 6,835 | | | | | | 2,577 | | | | | | 565 | | | | | | 9,977 | | |

Our Industrial segment services all manufacturing and processing industries with access to a database of over 19 million parts.

the supplier and customer.

| Branches | | | | | | 503 | | | | | | 150 | | | | | | 653 | | |

| Total Industrial Locations | | | | | | 588 | | | | | | 165 | | | | | | 753 | | |

Its service centers provide hydraulic, hose and mechanical repairs for customers.

discovering opportunities to develop more efficient operations.

We provide scholarships with an emphasis for students who attend Historically Black Colleges and Universities and collaborate with organizations that support women such as Women in Technology and Women in Auto Care.

We also support organizations that advance the interests of disadvantaged individuals and communities in need.

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

As part of our investment in our people, we make diversity, equity and inclusion a top priority.

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

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

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

Our efforts are also directed internally where we encourage the exchange of ideas, actively listen to employee dialogue, provide appropriate training, and ensure that the interests of all our employees are supported and advanced.

This year we launched three new business resource groups ("BRGs").

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

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

Overall, we seek to create an environment where there is a sense of belonging and all voices are heard and valued.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $19.3] [added: $16.2] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 139,423,152] [added: 138,782,030] shares of the company's common stock outstanding as of February [removed: 19, 2024.][added: 18, 2025.]

Specifically identified portions of the company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April [removed: 29, 2024] [added: 28, 2025] are incorporated by reference into Part III of this Form 10-K.

| [PART [removed: I](#i1f78976a143e41f6a1a55ce8ff20b85a_10)] [added: I](#ie95cb52163134269b3271e1300b4d7fb_10)] | | | | | | Page | | |

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| [Item [removed: 16.](#i1f78976a143e41f6a1a55ce8ff20b85a_202)] [added: 16.](#ie95cb52163134269b3271e1300b4d7fb_217)] | | | [Form 10-K [removed: Summary](#i1f78976a143e41f6a1a55ce8ff20b85a_202)] [added: Summary](#ie95cb52163134269b3271e1300b4d7fb_217)] | | | [removed: [81](#i1f78976a143e41f6a1a55ce8ff20b85a_202)] [added: [84](#ie95cb52163134269b3271e1300b4d7fb_217)] | | |

| [PART II](#ie95cb52163134269b3271e1300b4d7fb_61) | | | | | | | | |

| [PART III](#ie95cb52163134269b3271e1300b4d7fb_193) | | | | | | | | |

| [PART IV](#ie95cb52163134269b3271e1300b4d7fb_211) | | | | | | | | |

| | | | [Signatures](#ie95cb52163134269b3271e1300b4d7fb_220) | | | [85](#ie95cb52163134269b3271e1300b4d7fb_220) | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

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

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

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

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

The CISO, along with the Chief Information and Digital Officer ("CIDO"), each have over [removed: 15] [added: 20] 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 [removed: information] security vulnerabilities, threat detection plans, and information from external sources such as reported security incidents, industry trends, and [removed: third party] [added: third-party] evaluations to our [removed: CIDO, who provides] [added: executive leadership team and, as well as] regular updates to our Audit [removed: Committee, Chief Executive Officer, and other members of our executive team.][added: Committee.]

The Audit Committee receives regular updates specific to the [removed: Company’s] [added: company’s] cyber security program and IT security risk, including [removed: 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 [removed: landscape.][added: protection posture, IT compliance reporting, and IT risk posture.]

As part of our cybersecurity risk management system, our governance, risk [removed: &] [added: and] 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.

Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program [added: to ensure that cybersecurity considerations are an integral part of our decision-making processes] and are based on frameworks established by the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and other applicable industry standards.

As cybersecurity events are detected via our global processes, the potential impact of the events [removed: are] [added: is] assessed [removed: using a variety of methods,] [added: based on criticality,] and [added: mitigation and remediation actions are taken in accordance with] our incident response [removed: plan is enacted as needed.][added: plan.]

The incident response plan is periodically evaluated by our cybersecurity team as well as by independent advisors using simulated security [removed: events.][added: exercises.]

Security awareness training is also key component of our information security program and involves required training for all our [removed: teammates.][added: teammates and contingent workers.]

[added: 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 [added: unauthorized access or phishing attempts, computer viruses, malware, ransomware or other malicious codes.]

[added: For] more information about these and other information security risks we face, see “Item 1A.

Risk Factors — Strategic [added: and Operational Risks.”]

Despite our security measures, there can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us.

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

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

unauthorized access or phishing attempts, computer viruses, malware, ransomware or other malicious codes.

For

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: 2023:][added: 2024:]

| North America | | | [removed: 77] [added: 75] | | | | | | [removed: 1,797] [added: 2,279] | | |

| North America | | | 17 | | | | | | [removed: 571] [added: 611] | | |

| Total Industrial | | | 30 | | | | | | [removed: 723] [added: 755] | | |

| Europe | | | 73 | | | | | | 782 | | |

| Australasia | | | 14 | | | | | | 561 | | |

| Total Automotive | | | 162 | | | | | | 3,622 | | |

| Australasia | | | 13 | | | | | | 144 | | |

| Total | | | 192 | | | | | | 4,377 | | |

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

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

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

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

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

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

We have paid a cash dividend to shareholders every year since going public in 1948 and increased the annual dividend for [removed: 67] [added: 68] consecutive years through [removed: 2023.][added: 2024.]

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: 2018] [added: 2019] and ended December 31, [removed: 2023.][added: 2024.]

This graph assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] 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 below, and assumes reinvestment of all dividends.

[removed: ][added: ]

| Cumulative Total Shareholder Return $ at Fiscal Year End | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

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 December 31, [removed: 2018] [added: 2019] 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”).

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

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 6,690] [added: 6,428] 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: 2023:][added: 2024:]

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

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

Approximately [removed: 8.5] [added: 7.5] million shares authorized remain available to be repurchased by the company.

There were no other repurchase plans announced as of December 31, [removed: 2023.][added: 2024.*]

| Genuine Parts Company | | | | | | $100.00 | | | | | | $97.82 | | | | | | $140.26 | | | | | | $177.84 | | | | | | $145.59 | | | | | | $126.35 | | |

| S&P 500 Stock Index | | | | | | $100.00 | | | | | | $118.39 | | | | | | $152.34 | | | | | | $124.73 | | | | | | $157.48 | | | | | | $196.85 | | |

| Peer Index | | | | | | $100.00 | | | | | | $121.13 | | | | | | $150.76 | | | | | | $124.23 | | | | | | $145.76 | | | | | | $137.18 | | |

Included in the automotive parts Peer

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| October 1, 2024 through October 31, 2024 | | | | | | 206,704 | | | | | | $ | 124.18 | | | | | 206,704 | | | | | | 7,552,129 | | |

| November 1, 2024 through November 30, 2024 | | | | | | 104,849 | | | | | | $ | 119.10 | | | | | 99,318 | | | | | | 7,452,811 | | |

| December 1, 2024 through December 31, 2024 | | | | | | 8,106 | | | | | | $ | 115.22 | | | | | — | | | | | | 7,452,811 | | |

| Total | | | | | | 319,659 | | | | | | $ | 122.29 | | | | | 306,022 | | | | | | 7,452,811 | | |

Genuine Parts Company, S&P 500 Stock Index and peer group composite index

| 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 | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i1f78976a143e41f6a1a55ce8ff20b85a_97)[:](#i1f78976a143e41f6a1a55ce8ff20b85a_97) 42[)](#i1f78976a143e41f6a1a55ce8ff20b85a_97)] [added: ID](#ie95cb52163134269b3271e1300b4d7fb_106)[:](#ie95cb52163134269b3271e1300b4d7fb_106) 42[)](#ie95cb52163134269b3271e1300b4d7fb_106)] | | | [removed: [35](#i1f78976a143e41f6a1a55ce8ff20b85a_97)] [added: [36](#ie95cb52163134269b3271e1300b4d7fb_106)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i1f78976a143e41f6a1a55ce8ff20b85a_100)] [added: 2023](#ie95cb52163134269b3271e1300b4d7fb_109)] | | | [removed: [37](#i1f78976a143e41f6a1a55ce8ff20b85a_100)] [added: [38](#ie95cb52163134269b3271e1300b4d7fb_109)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_103)] [added: 2022](#ie95cb52163134269b3271e1300b4d7fb_112)] | | | [removed: [38](#i1f78976a143e41f6a1a55ce8ff20b85a_103)] [added: [39](#ie95cb52163134269b3271e1300b4d7fb_112)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_106)] [added: 2022](#ie95cb52163134269b3271e1300b4d7fb_115)] | | | [removed: [39](#i1f78976a143e41f6a1a55ce8ff20b85a_106)] [added: [40](#ie95cb52163134269b3271e1300b4d7fb_115)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_109)] [added: 2022](#ie95cb52163134269b3271e1300b4d7fb_118)] | | | [removed: [40](#i1f78976a143e41f6a1a55ce8ff20b85a_109)] [added: [41](#ie95cb52163134269b3271e1300b4d7fb_118)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#i1f78976a143e41f6a1a55ce8ff20b85a_112)] [added: 2022](#ie95cb52163134269b3271e1300b4d7fb_121)] | | | [removed: [41](#i1f78976a143e41f6a1a55ce8ff20b85a_112)] [added: [42](#ie95cb52163134269b3271e1300b4d7fb_121)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1f78976a143e41f6a1a55ce8ff20b85a_115)] [added: Statements](#ie95cb52163134269b3271e1300b4d7fb_124)] | | | [removed: [42](#i1f78976a143e41f6a1a55ce8ff20b85a_115)] [added: [43](#ie95cb52163134269b3271e1300b4d7fb_124)] | | |

To the Shareholders and the Board of Directors of Genuine Parts Company [removed: and Subsidiaries]

We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 22, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As disclosed in Notes 1 and 16 to the consolidated financial statements, the Company is subject to pending [added: asbestos-related] product liability lawsuits resulting from its [removed: national] distribution [added: and sale] of [removed: automotive parts] [added: asbestos-containing brake] and [removed: supplies.] [added: friction products.] The Company accrues for [removed: loss contingencies related to] [added: asbestos-related] product liabilities if it is probable that the Company [removed: will incur] [added: has incurred] a loss and the [added: amount of the] loss can be reasonably estimated. The amount accrued for [added: the asbestos-related] product [removed: liabilities] [added: liability] as of December 31, [removed: 2023] [added: 2024] was [removed: $244] [added: $256] million. Auditing the Company’s [removed: loss contingencies related to] [added: asbestos-related] product [removed: liabilities was] [added: liability required] complex [added: judgments] due to the significant measurement uncertainty associated with the [removed: estimate, management’s application of significant judgment] [added: estimate] and the use of valuation techniques. In addition, the [removed: loss contingencies related to] [added: asbestos-related] product [removed: liabilities are] [added: liability is] sensitive to significant management assumptions, including the [removed: number, type, and severity] [added: number] of [added: future] claims [removed: incurred] and [removed: estimated to be incurred in future periods.] [added: costs of resolving claims.] | | | | | | | | | | | |

| *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 [removed: loss contingencies related to] [added: the asbestos-related] product [removed: liabilities.] [added: liability.] 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 [removed: loss contingencies related to] [added: asbestos-related] product [removed: liabilities,] [added: liability,] 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 [removed: counsel,] [added: counsel and] held discussions with legal [removed: counsel, and performed a search for new or contrary evidence affecting the estimate.] [added: counsel.] 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 [added: the] estimated [added: asbestos-related] product [removed: liabilities using the Company’s historical data as well as other information available for similar cases.] [added: liability.] We compared the Company's estimated [removed: loss contingencies related to] [added: asbestos-related] product [removed: liabilities] [added: liability] to the range developed by our actuarial specialists. We also assessed the adequacy of the Company’s disclosures, included in Notes 1 and 16 to the consolidated financial statements, in relation to this matter. | | | | | | | | | | | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 1,102,007 | | | | | [removed: $] | 653,463 | | [added: | | | | 714,701 | | |]

| Trade accounts receivable, net | | | [removed: 2,223,431] [added: 2,182,856] | | | | | | [removed: 2,188,868] [added: 2,223,431] | | |

| Merchandise inventories, net | | | [removed: 4,676,686] [added: 5,514,427] | | | | | | [removed: 4,441,649] [added: 4,676,686] | | |

| Prepaid expenses and other current assets | | | [removed: 1,603,728] [added: 1,675,310] | | | | | | [removed: 1,532,759] [added: 1,603,728] | | |

| Total current assets | | | [removed: 9,605,852] [added: 9,852,584] | | | | | | [removed: 8,816,739] [added: 9,605,852] | | |

| Goodwill | | | [removed: 2,734,681] [added: 2,897,270] | | | | | | [removed: 2,588,113] [added: 2,734,681] | | |

| Other intangible assets, net | | | [removed: 1,792,913] [added: 1,799,031] | | | | | | [removed: 1,812,510] [added: 1,792,913] | | |

| [removed: Property,] [added: Total net property,] plant and [removed: equipment, net] [added: equipment] | | | [added: | | | $ | 1,950,760 | | | | | $ |] 1,616,785 | | | | | [added: $] | 1,326,014 | | [removed: |]

| Operating lease assets | | | [removed: 1,268,742] [added: 1,769,720] | | | | | | [removed: 1,104,678] [added: 1,268,742] | | |

| Other assets | | | [removed: 949,481] [added: 1,013,340] | | | | | | [removed: 847,325] [added: 949,481] | | |

| Total assets | | | $ | [removed: 17,968,454] [added: 19,282,705] | | | | | $ | [removed: 16,495,379] [added: 17,968,454] | |

| Trade accounts payable | | | $ | [removed: 5,499,536] [added: 5,923,684] | | | | | $ | [removed: 5,456,550] [added: 5,499,536] | |

| Current portion of debt | | | [removed: 355,298] [added: 541,705] | | | | | | [removed: 252,029] [added: 355,298] | | |

| Other current liabilities | | | [removed: 1,839,640] [added: 1,925,636] | | | | | | [removed: 1,851,340] [added: 1,839,640] | | |

| Dividends payable | | | [removed: 132,635] [added: 134,355] | | | | | | [removed: 126,191] [added: 132,635] | | |

| Total current liabilities | | | [removed: 7,827,109] [added: 8,525,380] | | | | | | [removed: 7,686,110] [added: 7,827,109] | | |

| Long-term debt | | | [removed: 3,550,930] [added: 3,742,640] | | | | | | [removed: 3,076,794] [added: 3,550,930] | | |

| Operating lease liabilities | | | [removed: 979,938] [added: 1,458,391] | | | | | | [removed: 836,019] [added: 979,938] | | |

| Pension and other post-retirement benefit liabilities | | | [removed: 219,644] [added: 218,629] | | | | | | [removed: 197,879] [added: 219,644] | | |

| Deferred tax liabilities | | | [removed: 437,674] [added: 441,705] | | | | | | [removed: 391,163] [added: 437,674] | | |

| Other long-term liabilities | | | [removed: 536,174] [added: 544,109] | | | | | | [removed: 502,967] [added: 536,174] | | |

| Common stock, par value $1 per share [removed: -] [added: —] authorized 450,000,000 shares; issued and outstanding [removed: - 2023 - 139,567,071] [added: — 2024 — 138,779,664] shares and [removed: 2022 - 140,941,649] [added: 2023 — 139,567,071] shares | | | [removed: 139,567] [added: 138,780] | | | | | | [removed: 140,941] [added: 139,567] | | |

| Additional paid-in capital | | | [removed: 173,025] [added: 196,532] | | | | | | [removed: 140,324] [added: 173,025] | | |

| Accumulated other comprehensive loss | | | [removed: (976,872)] [added: (1,261,743)] | | | | | | [removed: (1,032,542)] [added: (976,872)] | | |

| Retained earnings | | | [removed: 5,065,327] [added: 5,263,838] | | | | | | [removed: 4,541,640] [added: 5,065,327] | | |

| Total parent equity | | | [removed: 4,401,047] [added: 4,337,407] | | | | | | [removed: 3,790,363] [added: 4,401,047] | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| | | | Asbestos-Related Product Liability | | | | | | | | | | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

February 21, 2025

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| Cash and cash equivalents | | | $ | 479,991 | | | | | $ | 1,102,007 | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| Restructuring and other costs | | | 213,520 | | | | | | — | | | | | | — | | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 904,076 | | | | | | 904,076 | | | | | | — | | | | | | 904,076 | | |

| Share-based awards exercised, including tax benefit of $2,178 | | | 297,827 | | | | | | 298 | | | | | | (17,186) | | | | | | — | | | | | | — | | | | | | (16,888) | | | | | | — | | | | | | (16,888) | | |

| Purchase of stock | | | (1,085,234) | | | | | | (1,085) | | | | | | — | | | | | | — | | | | | | (148,914) | | | | | | (149,999) | | | | | | — | | | | | | (149,999) | | |

| Balance at December 31, 2024 | | | 138,779,664 | | | | | | $ | 138,780 | | | | | $ | 196,532 | | | | | $ | (1,261,743) | | | | | $ | 5,263,838 | | | | | $ | 4,337,407 | | | | | $ | 14,444 | | | | | $ | 4,351,851 | |

[Table of](#ie95cb52163134269b3271e1300b4d7fb_7) [Contents](#ie95cb52163134269b3271e1300b4d7fb_7)

| Operating lease right-of-use asset | | | 634,448 | | | | | | 344,580 | | | | | | 370,476 | | |

| Other current and noncurrent assets | | | (122,864) | | | | | | (168,742) | | | | | | (19,948) | | |

| Operating lease current and noncurrent liabilities | | | (662,641) | | | | | | (355,335) | | | | | | (372,733) | | |

| Other current and noncurrent liabilities | | | 42,876 | | | | | | (74,539) | | | | | | (48,811) | | |

| Acquisitions of businesses | | | (1,080,238) | | | | | | (306,881) | | | | | | (1,690,208) | | |

| Other investing activities | | | — | | | | | | (2,571) | | | | | | 8,548 | | |

December 31, 2024

Certain prior year amounts are reclassified to conform to the current year presentation.

These reclassifications had no impact on our previously reported total assets, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing or investing activities.

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

when control of the related product or service is transferred.

We have limited exposure from credit losses to any particular customer, region, or industry segment.

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

Property, plant and equipment are carried at cost less accumulated depreciation.

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

We capitalize software costs and classify them within property, plant, and equipment, with the associated depreciation reflected as depreciation expense.

These software costs include the costs of developing or obtaining internal-use software, such as external direct costs of materials and services, payroll and benefits costs, interest costs, and costs to develop or obtain software that allows for access or conversion of historical data by new systems.

We capitalize costs when the preliminary project stage is complete, management has authorized and committed to funding the software project, it is probable that the software project will be completed, and it is probable that the software will be used to perform the intended function.

Cost capitalization ceases when the software project is substantially complete and ready for its intended use.

Costs that are associated with the preliminary stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

[Table of C](#ie95cb52163134269b3271e1300b4d7fb_7)[o](#ie95cb52163134269b3271e1300b4d7fb_7)[ntents](#ie95cb52163134269b3271e1300b4d7fb_7)

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

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

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

| | | | Loss Contingencies Related to Product Liabilities | | | | | | | | | | | |

February 22, 2024

| Balance at January 1, 2021 | | | 144,354,335 | | | | | | $ | 144,354 | | | | | $ | 117,165 | | | | | $ | (1,036,502) | | | | | $ | 3,979,779 | | | | | $ | 3,204,796 | | | | | $ | 13,207 | | | | | $ | 3,218,003 | |

| Net Income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 898,790 | | | | | | 898,790 | | | | | | — | | | | | | 898,790 | | |

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

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

| Cumulative effect from adoption of ASU No. 2019-12 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,223 | | | | | | 6,223 | | | | | | — | | | | | | 6,223 | | |

| Other assets and liabilities | | | (254,036) | | | | | | (71,016) | | | | | | (200,411) | | |

| Acquisitions and other investing activities | | | (309,452) | | | | | | (1,681,660) | | | | | | (284,315) | | |

| Cash and cash equivalents at beginning of year | | | 653,463 | | | | | | 714,701 | | | | | | 990,166 | | |

These reserves are

realized.

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

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes*.* This standard removes certain exceptions for performing intraperiod tax allocations, requires recognition of deferred taxes for investments, and requires calculating income taxes in interim periods.

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

We adopted ASU 2019-12 as of January 1, 2021, and recognized a cumulative-effect adjustment to increase opening retained earnings by $6 million.

Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.

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

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

The 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.

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, 2025, with early adoption permitted.

Segment Data

Segment profit for each industry segment is calculated as net sales less costs of goods sold, operating expenses, and certain non-operating expenses attributable to the segment (e.g., foreign currency), excluding general corporate expenses, net interest expense, intangible asset amortization, and other unallocated amounts that are primarily driven by corporate initiatives.

| Net sales: | | | | | | | | | | | | | | | | | | | | |

| Automotive | | | | | | $ | 14,246,783 | | | | | $ | 13,666,634 | | | | | $ | 12,544,131 | |

| Industrial | | | | | | 8,843,827 | | | | | | 8,429,339 | | | | | | 6,326,379 | | |

| Segment profit: | | | | | | | | | | | | | | | | | | | | |

| Automotive | | | | | | $ | 1,174,880 | | | | | $ | 1,191,674 | | | | | $ | 1,073,427 | |

| Industrial | | | | | | 1,102,836 | | | | | | 886,636 | | | | | | 595,232 | | |

| Total segment profit | | | | | | $ | 2,277,716 | | | | | $ | 2,078,310 | | | | | $ | 1,668,659 | |

| Corporate expense | | | | | | (323,721) | | | | | | (269,364) | | | | | | (174,842) | | |

| Product liability damages award (4) | | | | | | — | | | | | | — | | | | | | (77,421) | | |

| Loss on software disposal (5) | | | | | | — | | | | | | — | | | | | | (61,063) | | |

| Gain on equity investment (6) | | | | | | — | | | | | | — | | | | | | 10,229 | | |

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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter ended December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

To the Shareholders and the Board of Directors of Genuine Parts Company [removed: and Subsidiaries]

We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 the Company as of December 31, [removed: 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 22, 2024,] [added: 21, 2025] expressed an unqualified opinion thereon.

During the year ended December 31, 2024, we acquired Motor Parts & Equipment Corporation ("MPEC") and have included their balances as of December 31, 2024 in our consolidated balance sheet and the results of their operations in our consolidated statement of income and comprehensive income.

As permitted by the Securities and Exchange Commission, we elected to exclude this acquisition, which constituted approximately 1.3% of total assets as of December 31, 2024 and 0.8% of net sales for the year ended December 31, 2024, from our assessment of internal control over financial reporting as of December 31, 2024.

Our integration of the systems and processes of this business could cause changes to our internal controls over financial reporting in future periods.

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 Motor Parts & Equipment Corporation (MPEC), which is included in the 2024 consolidated financial statements of the Company and constituted 1.3% of total assets as of December 31, 2024 and 0.8% 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 MPEC.

February 21, 2025

February 22, 2024

During the fiscal quarter ended December 31, 2024, 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

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

[removed: Donahue*,] [added: Stengel, II*,] age [removed: 67,] [added: 47,] was appointed [removed: Chairman of the Board] [added: President] and Chief Executive Officer of the company [removed: in April of 2019.][added: on June 3, 2024.]

Mr. Stengel previously served as President [added: and Chief Operating Officer] of the company from January [added: 2023, President of the company from January] 2021 and Executive Vice President and Chief Transformation Officer of the company from November 2019.

*Bert Nappier*, age [removed: 49,] [added: 50,] 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 [removed: LLP, spending six years in public accounting.][added: LLP.]

*James [removed: R.][added: F.]

[removed: Neill*,] [added: *Naveen Krishna*,] age [removed: 62,] [added: 57,] was appointed Executive Vice [removed: President] [added: President,] and Chief [removed: Human Resource] [added: Information and Digital] Officer [removed: of the company in February of 2020.][added: on June 21, 2021.]

Breaux*, age [removed: 61,] [added: 62,] was appointed Group President, GPC North America on July 1, 2023.

[removed: *Chris Galla*,] [added: Galla,*] age [removed: 49,] [added: 50,] was appointed Senior Vice President, General [removed: Counsel,] [added: Counsel] and Corporate Secretary on [removed: January 1, 2023.][added: February 13, 2024.]

Prior to that, Mr. Galla served as [added: Senior] Vice President and General Counsel from [added: 2022 to 2024, Vice President and General Counsel from] 2020 to 2022, [removed: as] Vice [added: President and Assistant General Counsel from 2015 to 2020, and various other legal roles since he joined the Company in 2005.]

*Jenn Hulett*, age 45, was appointed New Executive Vice President, Chief People Officer in August 2024.

Ms. Hulett most recently served as Executive Vice President and Chief Human Resources Officer for Dollar Tree, Inc. from 2022 through 2024, where she oversaw all aspects of human resources, as well as internal and external communications, community engagement and diversity, equity and inclusion initiatives.

Prior to Dollar Tree, Ms. Hulett served as Executive Vice President and Chief Human Resources Officer at Core-Mark from 2020 through 2022 and, prior to 2020, she held various HR roles at Ericsson and General Electric.

Howe*, age 54, was appointed as the President of Motion, the company's industrial business, effective April 1, 2024.

Mr. Howe most recently served as Motion's Executive Vice President and Chief Commercial and Technology Officer, – with oversight over eCommerce, IT, Sales Excellence, Corporate Accounts, Strategic Pricing and Human Resources from 2022 to 2024.

Mr. Howe played a pivotal role in shaping the corporate trajectory of Motion.

He has more than 30 years of experience in the industrial distribution market.

Mr. Howe has held numerous other management roles since he joined Motion in 1993.

*Christopher T.

Mr. Galla spent six years in private practice before joining the Company.

*Paul D.

He served as President and Chief Executive Officer from May 2016 - April 2019.

Mr. Donahue was President of the company from January 2012 until April 2019, and he has been a Director of the company since April 2012.

Previously, Mr. Donahue served as President of the company’s U.S. Automotive Parts Group from July 2009 to February 1, 2016.

Mr. Donahue served as Executive Vice President of the company from August 2007 until his appointment as President in 2012.

Previously, Mr. Donahue was President and Chief Operating Officer of S.P. Richards Company from 2004 to 2007 and was Executive Vice President-Sales and Marketing in 2003, the year he joined the company.

Stengel*, age 46, was appointed President and Chief Operating Officer of the company on January 1, 2023.

Prior to that, he served as Senior Vice President of Human Resources from April 2014 to February of 2020.

Mr. Neill was Senior Vice President of Employee Development and HR Services from April 2013 until his appointment as Senior Vice President of Human Resources of the company.

Previously, Mr. Neill served as the Senior Vice President of Human Resources at Motion Industries from 2008 to 2013.

Mr. Neill joined Motion in 2006 as Vice President of Human Resources and served in that role from 2006 to 2007.

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

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

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, [removed: “2023] [added: “2024] Grants of Plan-Based Awards”, [removed: “2023] [added: “2024] Outstanding Equity Awards at Fiscal Year-End”, [removed: “2023] [added: “2024] Option Exercises and Stock Vested”, [removed: “2023] [added: “2024] Pension Benefits”, [removed: “2023] [added: “2024] Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider [removed: Participation”] [added: Participation”, "Policies] and [added: Practices Related to the Timing of Equity Awards" and] “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

The following table gives information as of December 31, [removed: 2023] [added: 2024] 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: 71,890] [added: 15,950] | | | (2) | | | $ | [removed: 89.95] [added: 91.75] | | | | | — | | | | | |

| Equity Compensation Plans Not Approved by Shareholders: | | | | | | [removed: 142,651] [added: 89,613] | | | (4) | | | n/a | | | | | | [removed: 857,349] [added: 848,724] | | | | | |

[removed: (1)Reflects] [added: *(1)Reflects] the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents.

The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation [removed: rights.][added: rights.*]

[removed: (2)Genuine] [added: *(2)Genuine] Parts Company 2006 Long-Term Incentive [removed: Plan][added: Plan*]

[removed: (3)Genuine] [added: *(3)Genuine] Parts Company 2015 Incentive [removed: Plan][added: Plan, as amended*]

[removed: (4)Genuine] [added: *(4)Genuine] Parts Company Directors' Deferred Compensation Plan, as [removed: amended][added: amended*]

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

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

| | | | | | | 1,056,898 | | | (3) | | | $ | 95.97 | | (5) | | | 6,218,250 | | | (6) | | |

| Total | | | | | | 1,162,461 | | | | | | — | | | | | | 7,066,974 | | | | | |

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

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

Information required by this item is set forth under the heading [removed: “Proposal 3.][added: “Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.]

Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.

Consolidated balance sheets — December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated statements of income — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated statements of comprehensive income — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated statements of equity — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated statements of cash flows — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Notes to consolidated financial statements — December 31, [removed: 2023][added: 2024]

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

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

| Exhibit 4.1 | | | | | | [Description of Genuine Parts Company common [removed: stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098724000024/a202310-kexhibit41.htm)] [added: stock.](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/a202310-kexhibit411.htm)] | | |

| Exhibit 4.9 | | | | | | [Officer’s Certificate, dated November 1, 2023, pursuant to Sections 3.01 and 3.03 of [removed: the](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) [](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm)[Indenture,] [added: the Indenture,] dated October 29, 2020, setting forth the terms of the 6.500% Senior Notes [removed: due](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) [](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm)[2028] [added: due 2028] and 6.875% Senior Notes due 2033 (incorporated herein by reference [removed: from](https://www.sec.gov/Archives/edgar/data/40987/000119312523268213/d573686dex42.htm) [the] [added: from 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 10.1* | | | | | | [The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, [removed: 1995.)](http://www.sec.gov/Archives/edgar/data/40987/0000950144-95-000710-index.html)] [added: 1995.)](https://www.sec.gov/Archives/edgar/data/40987/0000950144-95-000710-index.html)] | | |

| 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 the company’s Annual Report on Form 10-K, dated March 7, [removed: 2005.)](http://www.sec.gov/Archives/edgar/data/40987/000095014405002175/g93577exv10w7.htm)] [added: 2005.)](https://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 the company’s Annual Report on Form10-K, dated March 10, [removed: 2000.)](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html)] [added: 2000.)](https://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 the company’s Annual Report on Form 10-K, dated March 7, [removed: 2002.)](http://www.sec.gov/Archives/edgar/data/40987/000095014402002108/g74408ex10-47.txt)] [added: 2002.)](https://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 the company’s Annual Report on Form 10-K, dated March 8, [removed: 2004.)](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w22.txt)] [added: 2004.)](https://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 the company’s Annual Report on Form 10-K, dated March 3, [removed: 2006.)](http://www.sec.gov/Archives/edgar/data/40987/000095014406001772/g99860exv10w29.htm)] [added: 2006.)](https://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 the company’s Annual Report on Form 10-K, dated February 29, [removed: 2008.)](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w29.htm)] [added: 2008.)](https://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 the company’s Annual Report on Form 10-K, dated February 25, [removed: 2011.)](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w27.htm)] [added: 2011.)](https://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 the company’s Annual Report on Form 10-K, dated February 26, [removed: 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1028.htm)] [added: 2013.)](https://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 the company’s Annual Report on Form 10-K, dated March 8, [removed: 2004.)](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w13.txt)] [added: 2004.)](https://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 the company’s Annual Report on Form 10-K, dated March 10, [removed: 2000.)](http://www.sec.gov/Archives/edgar/data/40987/0000950144-00-003057-index.html)] [added: 2000.)](https://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 the company’s Annual Report on Form 10-K, dated February 27, [removed: 2009.)](http://www.sec.gov/Archives/edgar/data/40987/000095014409001684/g17012exv10w36.htm)] [added: 2009.)](https://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 the company’s Annual Report on Form 10-K, dated February 25, [removed: 2011.)](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w25.htm)] [added: 2011.)](https://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 the company’s Annual Report on Form 10-K, dated February 25, [removed: 2011.)](http://www.sec.gov/Archives/edgar/data/40987/000095012311018264/g25551xxexv10w26.htm)] [added: 2011.)](https://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 the company’s Annual Report on Form 10-K, dated February 26, [removed: 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1029.htm)] [added: 2013.)](https://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 the company’s Annual Report on Form 10-K, dated March 8, [removed: 2004.)](http://www.sec.gov/Archives/edgar/data/40987/000095014404002091/g87625exv10w23.txt)] [added: 2004.)](https://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 the company’s Annual Report on Form 10-K, dated February 29, [removed: 2008.)](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w28.htm)] [added: 2008.)](https://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 the company’s Annual Report on Form 10-K, dated February 26, [removed: 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1027.htm)] [added: 2013.)](https://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 the company’s current report on Form 8-K, dated April 18, [removed: 2006.)](http://www.sec.gov/Archives/edgar/data/40987/000095014406003614/g00905exv10w1.txt)] [added: 2006.)](https://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 the company’s Annual Report on Form 10-K, dated February 28, [removed: 2007.)](http://www.sec.gov/Archives/edgar/data/40987/000095014407001699/g05682exv10w29.htm)] [added: 2007.)](https://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 the company’s Annual Report on Form 10-K, dated February 29, [removed: 2008.)](http://www.sec.gov/Archives/edgar/data/40987/000095014408001503/g11900exv10w32.htm)] [added: 2008.)](https://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 the company’s current report on Form 8-K, dated April 28, [removed: 2015.)](http://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm)] [added: 2015.)](https://www.sec.gov/Archives/edgar/data/40987/000129993315000644/exhibit1.htm)] | | |

| Exhibit [removed: 10.30*] [added: 10.24*] | | | | | | [Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the company’s quarterly report on Form 10-Q, dated May 7, [removed: 2014.)](http://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm)] [added: 2014.)](https://www.sec.gov/Archives/edgar/data/40987/000119312514186362/d698970dex102.htm)] | | |

| Exhibit [removed: 10.24*] [added: 10.25*] | | | | | | [Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by reference from the company’s Annual Report on Form 10-K, dated February 26, [removed: 2013.)](http://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1031.htm)] [added: 2013.)](https://www.sec.gov/Archives/edgar/data/40987/000119312513076665/d455931dex1031.htm)] | | |

| Exhibit [removed: 10.25*] [added: 10.26*] | | | | | | [Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 26, [removed: 2015.)](http://www.sec.gov/Archives/edgar/data/40987/000119312515064165/d829495dex1027.htm)] [added: 2015.)](https://www.sec.gov/Archives/edgar/data/40987/000004098725000026/ex1025-changeincontrol1231.htm)] | | |

| Exhibit [removed: 10.26] [added: 10.27] | | | | | | [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 the company's Annual Report on Form 10-K dated February 27, [removed: 2018.)](http://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.htm)] [added: 2018.)](https://www.sec.gov/Archives/edgar/data/40987/000004098718000002/notepurchaseagreement-ex10.htm)] | | |

| Exhibit [removed: 10.27] [added: 10.28] | | | | | | [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 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 [removed: 10.28] [added: 10.29] | | | | | | [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 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 [removed: 10.29*] [added: 10.30*] | | | | | | [Genuine Parts Company Form of Restricted Stock Unit Award Certificate. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, [removed: 2019.)](http://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm)] [added: 2019.)](https://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificatersu.htm)] | | |

| Exhibit [removed: 10.30*] [added: 10.31*] | | | | | | [Genuine Parts Company Form of Performance Restricted Stock Unit Award Certificate. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, [removed: 2019.)](http://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificateprsu.htm)] [added: 2019.)](https://www.sec.gov/Archives/edgar/data/40987/000004098719000015/a2018awardcertificateprsu.htm)] | | |

| Exhibit 4.12 | | | | | | [Officer’s Certificate, dated August 9, 2024, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 4.950% Senior Notes due 2029 (Incorporated herein by reference from the company’s current report on Form 8-K dated August 9, 2024)](https://www.sec.gov/Archives/edgar/data/40987/000119312524197824/d874573dex42.htm) | | |

| Exhibit 4.13 | | | | | | [Form of 4.950% Senior Notes due 2029 (included in Exhibit 4.12)](https://www.sec.gov/Archives/edgar/data/40987/000119312524197824/d874573dex42.htm) | | |

| Exhibit 10.23* | | | | | | [Amendment to the Genuine Parts Company 2015 Incentive Plan, effective April 29, 2024 (Incorporated herein by reference from the company’s definitive proxy statement, dated March 1, 2024.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40987/000004098724000178/gpc-20240630.htm) | | |

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| Exhibit 10.36* | | | | | | [Separation Agreement and General Release between James R. Neill and Genuine Parts Company (Incorporated herein by reference from Exhibit 10.1 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40987/000004098724000068/gpc-20240331.htm) | | |

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| Exhibit 10.37* | | | | | | [Consulting Agreement between James R. Neill and Genuine Parts Company, executed April 10, 2024 (Incorporated herein by reference from Exhibit 10.2 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/40987/000004098724000068/gpc-20240331.htm) | | |

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| # | | | Furnished, not filed. | | |

| [removed: Date: February 22, 2024] [added: Paul D. Donahue] | | | | | | [removed: /s/ Paul D. Donahue] [added: (Date)] | | | [added: | | | | | | | | | Elizabeth W. Camp | | | | | | (Date) | | |]

| [added: /s/ Paul D. Donahue] | | | | | | [removed: Paul D. Donahue] [added: 2/11/2025] | | | [added: | | | | | | | | | /s/ Elizabeth W. Camp | | | | | | 2/11/2025 | | |]

| | | | | | | [removed: Chairman] [added: President] and Chief Executive Officer | | |

| Date: February [removed: 22, 2024] [added: 21, 2025] | | | | | | /s/ Bert Nappier | | |

| [removed: Paul D. Donahue] [added: William P. Stengel, II] | | | | | | (Date) | | | | | | | | | | | | Bert Nappier | | | | | | (Date) | | |

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

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