What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-21 · 109 added, 123 removed, 181 unchanged (56% of the section changed)

2 unchanged sentences

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

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2019 .

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective, as of December 31, 2020, 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.

Management’s report on internal control over financial reporting

9 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

During the year ended December 31, 2019, we acquired Hennig Fahrzeugteile Group ("Hennig"), PartsPoint Group, Axis New England, Axis New York and Inenco Group Pty Ltd (“Inenco”) and have included their balances as of December 31, 2019 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 these acquisitions, which constituted approximately 7.9% of total assets as of December 31, 2019 and 3.2% and 1.1% of net sales and net income, respectively, for the year ended December 31, 2019, from our assessment of internal control over financial reporting as of December 31, 2019.

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

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

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

Remediation of previously identified material weakness

As previously disclosed in Item 9A, Controls and Procedures, in our Annual Report on Form 10-K for the year ended December 31, 2018, during the fourth quarter of fiscal 2018 we identified a material weakness in Alliance Automotive Group's ("AAG") internal control over financial reporting.

Specifically, AAG did not adequately identify, design and maintain internal controls at the transaction level that mitigated the risk of material misstatement in financial reporting processes nor did it maintain appropriate information technology controls.

During 2019, management implemented a previously disclosed remediation plan that included initiation of compensating controls and enhanced and revised design of existing financial reporting controls, information technology applications and procedures at AAG.

During the fourth quarter of 2019, the Company completed testing the operating effectiveness of the implemented controls and found them to be effective.

As a result we have concluded the material weakness has been remediated as of December 31, 2019.

Changes in internal control over financial reporting

Other than with respect to the remediation efforts described above, there have been no changes in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

The effectiveness of the Company's internal control over financial reporting as of December 31, 2020 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, 2020.

Ernst & Young LLP's report on our internal control over financial reporting is set forth below.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

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, 2020, based on the COSO criteria.

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 Hennig Fahrzeugteile Group ("Hennig"), PartsPoint Group, Axis New England, Axis New York and Inenco Group Pty Ltd (“Inenco”), which are included in the 2019 consolidated financial statements of the Company and constituted collectively 7.9% of total assets as of December 31, 2019 and 3.2% and 1.1% of net sales and net income, respectively, 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 Hennig, PartsPoint Group, Axis New England, Axis New York and Inenco.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Genuine Parts Company and Subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 21, 2020 expressed an unqualified opinion thereon.

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

Basis of Opinion

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

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

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.

5 unchanged sentences

Richards Company from 2004 to 2007 and was Executive Vice President-Sales and Marketing in 2003, the year he joined the Company.

Stengel , age 43, was appointed President of the Company on January 15, 2021.

Stengel previously served as Executive Vice President and Chief Transformation Officer of the Company from November 2019.

Previously, Mr.

Stengel worked for HD Supply, an Atlanta-based industrial distributor, where he served as President and Chief Executive Officer of HD Supply Facilities Maintenance, from June of 2017 to October of 2018.

Prior to his role as President/CEO, he served as Chief Operating Officer for HD Supply Facilities Maintenance from September of 2016 to May of 2017 and prior to that role, he served as Chief Commercial Officer of HD Supply Facilities Maintenance from January of 2016 to September of 2016.

Stengel served as Senior Vice President, Strategic Business Development and Investor Relations of HD Supply from June of 2013 to January of 2016.

Prior to HD Supply, Mr.

Stengel worked in the Strategic Business Development group at the Home Depot as well as at Bank of America and Stonebridge Associates in various investment banking roles.

Yancey , age 57, has been Executive Vice President and Chief Financial Officer of the Company since March 2013, and also held the additional title of Corporate Secretary of the Company up to February 2015.

3 unchanged sentences

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

Sonnemaker , age 56, joined the Company on February 1, 2019 as Group President, North American Automotive.

Prior to this, he was Senior Vice President, International Americas at Sysco Corporation from 2016 to 2019.

Previously, Mr.

Sonnemaker served as Sysco's Chief Customer Officer and Senior Vice President of Sales from 2010 to 2016.

Neill , age 59, was appointed Executive Vice President of Human Resources of the Company in February of 2020.

21 unchanged sentences

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

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

Any amendments to, or waivers of, the Code of Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver.

EXECUTIVE COMPENSATION .

5 unchanged sentences

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

Plan Category

(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1)

(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

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

Equity Compensation Plans Approved by Shareholders:

876,123 (2) $ 82.66 —

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

Equity Compensation Plans Not Approved by Shareholders:

120,123 (4) n/a 879,877

Total 2,953,372 — 8,481,003

(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.

17 unchanged sentences

Consolidated balance sheets — December 31, 2020 and 2019

Consolidated statements of income and comprehensive income — Years ended December 31, 2019 , 2018 and 2017

Consolidated statements of income — Years ended December 31, 2020, 2019 and 2018

Consolidated statements of comprehensive income — Years ended December 31, 2020, 2019 and 2018

Consolidated statements of equity — Years ended December 31, 2020, 2019 and 2018

8 unchanged sentences

The Registrant agrees to furnish to the Commission a copy of each such instrument upon request.

Exhibit Number

Genuine Parts Company Sale and Purchase Agreement relating to the Alliance Automotive Group by and between BCP Funds, AIG Managers, GPC Europe Acquisition Co.

Limited and Genuine Parts Company dated September 22, 2017.

(Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated October 26, 2017.)

Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007.

Exhibit Number Description

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, 2007.)

By-Laws of the Company, as amended and restated November 19, 2018.

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, 2018.)

Description of Genuine Parts Company Common Stock.

Specimen Common Stock Certificate.

Exhibit 4.1 Description of Genuine Parts Company Common Stock.

Exhibit 4.2 Specimen Common Stock Certificate.

(Incorporated herein by reference from the Company’s Registration Statement on Form S-1, Registration No.

Exhibit 10.1*

The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993.

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, 1995.)

Exhibit 10.2*

Amendment No.

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, 2005.)

Exhibit 10.3*

Amendment No.

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, 2000.)

Exhibit 10.4*

Amendment No.

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, 2002.)

Exhibit 10.5*

Amendment No.

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, 2004.)

Exhibit 10.6*

Amendment No.

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, 2006.)

Exhibit 10.7*

Amendment No.

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, 2008.)

Exhibit 10.8*

Amendment No.

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, 2011.)

Exhibit 10.9*

Amendment No.

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, 2013.)

Exhibit 10.10*

The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996.

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, 2004.)

Exhibit 10.11*

Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999.

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, 2000.)

Exhibit 10.12*

Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009.

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, 2009.)

Exhibit 10.13*

Amendment No.

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, 2011.)

Exhibit 10.14*

Amendment No.

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, 2011.)

Exhibit 10.15*

Amendment No.

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, 2013.)

Exhibit 10.16*

Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003.

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, 2004.)

Exhibit 10.17*

Amendment No.

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, 2008.)

Exhibit 10.18*

Amendment No.

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, 2013.)

Exhibit 10.19*

Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006.

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, 2006.)

Exhibit 10.20*

Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006.

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, 2007.)

Exhibit 10.21*

Amendment No.

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, 2008.)

Exhibit 10.22*

Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014.

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, 2015.)

Exhibit 10.23*

Genuine Parts Company Performance Restricted Stock Unit Award Agreement.

Exhibit 10.30* 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, 2014.)

Exhibit 10.24*

Genuine Parts Company Stock Appreciation Rights Agreement.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)

Exhibit 10.25*

Form of Executive Officer Change in Control Agreement.

Exhibit 10.24* Genuine Parts Company Stock Appreciation Rights Agreement.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)

Exhibit 10.26

Genuine Parts Company 364-Day Bridge Credit Agreement dated September 22, 2017 by and among Genuine Parts Company, J.P.

Morgan Chase Bank, N.A., as administrative agent, and the other Lender Parties.

(Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated October 26, 2017.)

Exhibit 10.27

Genuine Parts Company Amended and Restated Syndicated Facility Agreement dated October 30, 2017 by and among Genuine Parts Company, Bank of America, N.A., as administrative agent, and the other Lender Parties.

Exhibit 10.25* 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, 2015.)

Exhibit 10.28

Genuine Parts Company Note Purchase Agreement dated October 30, 2017 by and among Genuine Parts Company, J.P.

Exhibit 10.26 Genuine Parts Company Note Purchase Agreement dated October 30, 2017 by and among Genuine Parts Company, J.P.

Morgan Securities, LLC and Merill Lynch, Pierce, Fenner & Smith Incorporated, as agents, and the other Lender Parties.

(Incorporated herein by reference from the Company's Annual Report on Form 10-K dated February 27, 2018.)

Exhibit 10.29*

Genuine Parts Company Form of Restricted Stock Unit Award Certificate.

Exhibit 10.27 First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto.

Exhibit 10.28 Second Amendment, dated as of May 1, 2020, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto.

(Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q dated July 30, 2020).

Exhibit 10.29* 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, 2019.)

Exhibit 10.30*

Genuine Parts Company Form of Performance Restricted Stock Unit Award Certificate.

Exhibit 10.30* 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, 2019.)

Exhibit 10.31*

Description of Director Compensation.

Exhibit 10.31* Description of Director Compensation (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 21, 2020)

Exhibit 10.32 Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Branch, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto.

(Incorporated herein by reference from the Company's Current Report on Form 8-K dated November 2, 2020.)

* Indicates management contracts and compensatory plans and arrangements.

Subsidiaries of the Company.

Consent of Independent Registered Public Accounting Firm.

Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a).

Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a).

Certification Pursuant to 18 U.S.C.

Exhibit 21 Subsidiaries of the Company.

Exhibit 23 Consent of Independent Registered Public Accounting Firm.

Exhibit 31.1 Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a).

Exhibit 31.2 Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a).

Exhibit 32 Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer and Chief Financial Officer (furnished herewith)

Exhibit 101.INS

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Exhibit 101.SCH

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Exhibit 101.CAL

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Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB

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Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

The cover page from this Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Inline XBRL

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Exhibit 101.SCH XBRL Taxonomy Extension Schema Document

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Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB XBRL Taxonomy Extension Labels Linkbase Document

Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL

FORM 10-K SUMMARY.

2 unchanged sentences

GENUINE PARTS COMPANY

Chairman and Chief Executive Officer

Executive Vice President and Chief Financial and Accounting Officer

Donahue 2/19/2021 /s/ Carol B.

Yancey 2/19/2021

Donahue (Date) Carol B.

Yancey (Date)

Chairman and Chief Executive Officer Executive Vice President and Chief Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chairman and Chief Executive Officer (Principal Executive Officer)

Executive Vice President and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)

Donahue 2/15/2021 /s/ Carol B.

Yancey 2/15/2021

Donahue (Date) Carol B.

Yancey (Date)

Chairman and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)

/s/ Elizabeth W.

Richard Cox, Jr.

/s/ Thomas C.

Russell Hardin

Camp 2/15/2021 /s/ Richard Cox, Jr.

Camp (Date) Richard Cox, Jr.

Director Director

Fayard 2/15/2021 /s/ P.

Russell Hardin 2/15/2021

Fayard (Date) P.

Russell Hardin (Date)

Director Director

Holder 2/15/2021 /s/ Donna W.

Hyland 2/15/2021

Holder Donna W.

Hyland (Date)

Director Director

Johns 2/15/2021 /s/ Jean-Jacques Lafont 2/15/2021

Johns (Date) Jean-Jacques Lafont (Date)

Director Director

/s/ Robert C.

Loudermilk, Jr.

2/15/2021 /s/ Wendy B.

Needham 2/15/2021

Loudermilk, Jr.

Jenner Wood, III

(Date) Wendy B.

Needham (Date)

Director Director

/s/ Juliette W.

Pryor 2/15/2021 /s/ E.

Jenner Wood, III 2/15/2021

Pryor (Date) E.

Jenner Wood, III (Date)

Director Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures