What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-17 · 79 added, 73 removed, 233 unchanged (39% of the section changed)

1 unchanged sentence

Management’s conclusion regarding the effectiveness of disclosure controls and procedures

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, 2021, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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

Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective, as of December 31, 2022, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s report on internal control over financial reporting

The management of Genuine Parts Company and its Subsidiaries (the “company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

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

The Company’s internal control over financial reporting includes those policies and procedures that:

Our internal control system was designed to provide reasonable assurance to our management and to the board of directors regarding the preparation and fair presentation of our published consolidated financial statements.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

1 unchanged sentence

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.

1 unchanged sentence

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.

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, 2021.

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

Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) ("COSO") in “Internal Control-Integrated Framework.” Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

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

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

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

Changes in 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, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter ended December 31, 2022 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, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, 2022.

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

4 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, 2022, 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 Kaman Distribution Group (KDG), which is included in the 2022 consolidated financial statements of the Company and constituted 8% of total assets as of December 31, 2022 and 5% of net sales for the year then ended.

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

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, 2022, and 2021, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 23, 2023, expressed an unqualified opinion thereon.

Basis of Opinion

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

34 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 44, 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.

Stengel , age 45, was appointed President and Chief Operating Officer of the company on January 1, 2023.

Stengel previously served as President of the company from January 2021 and Executive Vice President and Chief Transformation Officer of the company from November 2019.

Previously, Mr.

4 unchanged sentences

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 58, was appointed Executive Vice President and Chief Financial Officer of the Company in March 2013, and also held the additional title of Corporate Secretary of the Company up to February 2015.

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

Previously, Ms.

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

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

Bert Nappier , age 48, was appointed Executive Vice President and Chief Financial Officer on May 2, 2022.

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

Prior to that date, Mr.

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

Before joining FedEx in 2005, Mr.

Nappier served as Director of SEC Reporting and Accounting for Wright Medical Technology, Inc.

and an Audit Manager at Ernst & Young LLP, with six years in public accounting.

Neill , age 61, was appointed Executive Vice President and Chief Human Resource Officer of the company in February of 2020.

20 unchanged sentences

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

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

the Proxy Statement and is incorporated herein by reference.

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

19 unchanged sentences

(4) Genuine Parts Company Directors' Deferred Compensation Plan, as amended

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

(6) All of these shares are available for issuance pursuant to grants of full-value stock awards.

25 unchanged sentences

Exhibit Number Description

Exhibit 2.1 Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the Company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and Genuine Parts Company, as the Parent, dated as of December 15, 2021

Exhibit 2.1 Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and Genuine Parts Company, as the Parent, dated as of December 15, 2021 (Incorporated herein by reference from the company's annual report on Form 10-K dated February 17, 2022.)

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.)

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.)

Exhibit 4.1 Description of Genuine Parts Company Common Stock.

(Incorporated herein by reference from the c ompany’s c urrent r eport on Form 8-K, dated April 23, 2007.)

Exhibit 3.2 By-Laws of the c ompany, as amended and restated November 19, 2018.

(Incorporated herein by reference from the c ompany’s c urrent r eport on Form 8-K, dated November 19, 2018.)

Exhibit 4.1 Description of Genuine Parts Company c ommon s tock.

Exhibit 4.2 Specimen Common Stock Certificate.

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

Exhibit 4.3 Indenture, dated October 29, 2020, between the Company and U.S.

Bank National Association (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated October 27, 2020)

Exhibit 4.4 Officer’s Certificate, dated October 29, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.875% Senior Notes due 2030 (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated October 27, 2020)

Exhibit 4.3 Indenture, dated October 29, 2020, between the c ompany and U.S.

Bank National Association (Incorporated herein by reference from the c ompany’s c urrent r eport on Form 8-K, dated October 27, 2020)

Exhibit 4.4 Officer’s Certificate, dated October 29, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.875% Senior Notes due 2030 (Incorporated herein by reference from the c ompany’s c urrent r eport on Form 8-K, dated October 27, 2020)

Exhibit 4.5 Form of 1.875% Senior Notes due 2030 (included in Exhibit 4.4)

Exhibit 4.6 Officer’s Certificate, dated January 10, 2022, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.750% Senior Notes due 2025 and 2.750% Senior Notes due 2032 (incorporated herein by reference from Exhibit 4.2 to the c ompany’s c urrent r eport on Form 8-K dated January 10, 2022)

Exhibit 4.7 Form of 1.750% Senior Notes due 2025 (included in Exhibit 4.6)

Exhibit 4.8 Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.6)

Exhibit 10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993.

2 unchanged sentences

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated March 7, 2005.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form10-K, dated March 10, 2000.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated March 7, 2002.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated March 8, 2004.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated March 3, 2006.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 29, 2008.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 25, 2011.)

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.)

(Incorporated herein by reference from the c ompany’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.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)

(Incorporated herein by reference from the c ompany’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.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 10, 2000.)

(Incorporated herein by reference from the c ompany’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.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 27, 2009.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 27, 2009.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 25, 2011.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 25, 2011.)

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.)

(Incorporated herein by reference from the c ompany’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.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated March 8, 2004.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 29, 2008.)

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.)

(Incorporated herein by reference from the c ompany’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.

(Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.)

(Incorporated herein by reference from the c ompany’s c urrent re port 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.

(Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 28, 2007.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 28, 2007.)

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.)

(Incorporated herein by reference from the c ompany’s Annual Report on Form 10-K, dated February 29, 2008.)

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.)

(Incorporated herein by reference from the c ompany’s c urrent r eport on Form 8-K, dated April 28, 2015.)

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.)

(Incorporated herein by reference from the c ompany’s q uarterly r eport 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.)

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

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.)

(Incorporated herein by reference from the c ompany's Annual Report on Form 10-K, dated February 26, 2015.)

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 10.27 First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 19, 2021).

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

Exhibit 10.27 First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto (Incorporated herein by reference from the c ompany's Annual Report on Form 10-K, dated February 19, 2021).

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).

(Incorporated herein by reference to the c ompany’s q uarterly r eport 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.)

(Incorporated herein by reference from the c ompany'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.

(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 (Incorporated herein by reference from the Company's Quarterly Report on Form 10-Q, dated July 22, 2021).

(Incorporated herein by reference from the c ompany's Annual Report on Form 10-K, dated February 25, 2019.)

Exhibit 10.31* Description of Director Compensation (Incorporated herein by reference from the c ompany's q uarterly r eport on Form 10-Q, dated July 22, 2021).

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.)

(Incorporated herein by reference from the c ompany's c urrent r eport on Form 8-K dated November 2, 2020.)

Exhibit 10.33 First Amendment, dated as of September 30, 2021, to Genuine Parts Company Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Bank, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto.

(Incorporated herein by reference from the Company's Quarterly Report on Form 10-Q dated October 21, 2021.)

(Incorporated herein by reference from the c ompany's q uarterly r eport on Form 10-Q dated October 21, 2021.)

Exhibit 10.34* Offer Letter, dated January 21, 2022 (incorporated herein by reference from Exhibit 10.1 to the c ompany’s c urrent r eport on Form 8-K dated January 25, 2022)

* Indicates management contracts and compensatory plans and arrangements.

Exhibit 21 Subsidiaries of the Company.

Exhibit 21 Subsidiaries of the c ompany.

Exhibit 23 Consent of Independent Registered Public Accounting Firm.

16 unchanged sentences

Chairman and Chief Executive Officer

February 17, 2022 /s/ Carol B.

February 23, 2023 /s/ Bert Nappier

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

February 17, 2022 /s/ Napoleon B.

Senior Vice President and Chief Accounting Officer

(Duly Authorized Officer and Principal Accounting Officer)

(Duly Authorized Officer and Principal 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.

Donahue 2/14/2022 /s/ Carol B.

Yancey 2/14/2022

Donahue (Date) Carol B.

Yancey (Date)

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

/s/ Napoleon B.

Senior Vice President and Chief Accounting Officer

(Duly Authorized Officer and Principal Accounting Officer)

Donahue 2/21/2023 /s/ Bert Nappier 2/21/2023

Donahue (Date) Bert Nappier (Date)

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

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

/s/ Elizabeth W.

30 unchanged sentences

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