What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 72 added, 67 removed, 245 unchanged (36% of the section changed)

16 unchanged sentences

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, 2023.

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

7 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, 2023, 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.

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, 2023, and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 22, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

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OTHER INFORMATION .

Not applicable.

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

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

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

arrangement.”.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

28 unchanged sentences

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.

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

Neill , age 62, was appointed Executive Vice President and Chief Human Resource Officer of the company in February of 2020.

4 unchanged sentences

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

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

Breaux was Executive Vice President of Marketing, Distribution, and Strategic Planning at Motion from January 2018 until his appointment to President.

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

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

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

Previously, Mr.

Breaux served as Executive Vice President of Marketing, Distribution, and Strategic Planning at Motion from 2018 to 2019 and, Senior Vice President of Marketing, Distribution, and Purchasing from 2015 to 2017.

Breaux joined Motion in 2011 as Senior Vice President of Marketing, Product Management, and Strategic Planning.

Herron , age 60, was appointed President of the U.S.

Automotive Group on January 1, 2019.

Herron previously served as Executive Vice President - U.S.

Automotive Parts Group from 2018 to 2019, and previous to that role, he was Group Senior Vice President of the U.S.

Automotive Parts Group from 2014 to 2018.

From 2010 to 2014 he was Division Vice President for the Midwest of the U.S.

Automotive Parts Group, and prior to that he was Regional Vice President for UAP, the Canadian division of the Automotive Parts Group.

He held that role from 2006 to 2010.

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

Prior to that date, Mr.

Krishna served as Executive Vice President and Chief Technology and Information Officer at Macy's, Inc.

Prior to Macy's, Mr.

Krishna was Vice President of Technology for The Home Depot, Inc.

where he was responsible for all digital platforms, user experience design, marketing technologies and customer care.

Previously, he held a variety of roles with Target Corporation, FedEx Office and Print Services, Inc.

and Federal Express Corporation and spent a number of years leading technology consulting engagements with Deloitte & Touche LLP.

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

Prior to that, Mr.

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

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

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

Galla served as Vice President and General Counsel from 2020 to 2022, as Vice

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

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.

50 unchanged sentences

Exhibit 3.1 Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007.

(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.

(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.

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 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 4.3 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 4.5 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 4.6 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 company’s current report 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 4.9 Officer’s Certificate, dated November 1, 2023, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 6.500% Senior Notes due 2028 and 6.875% Senior Notes due 2033 (incorporated herein by reference from the company’s current report on Form 8-K dated November 1, 2023)

Exhibit 4.10 Form of 6.500% Senior Notes due 2028 (included in Exhibit 4.9)

Exhibit 4.11 Form of 6.875% Senior Notes due 2033 (included in Exhibit 4.9)

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 c ompany’s Annual Report on Form 10-K, dated March 7, 2005.)

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

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

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

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

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

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

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

(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.

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

(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.

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

(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.

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

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

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

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

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

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

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

(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.

(Incorporated herein by reference from the c ompany’s c urrent re port on Form 8-K, dated April 18, 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.

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

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

(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.

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

(Incorporated herein by reference from the company’s current report 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 c ompany’s q uarterly r eport on Form 10-Q, dated May 7, 2014.)

(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 c ompany’s Annual Report on Form 10-K, dated February 26, 2013.)

(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.

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

(Incorporated herein by reference from the company'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 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).

(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).

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 c ompany’s q uarterly r eport on Form 10-Q dated July 30, 2020).

(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 c ompany's Annual Report on Form 10-K, dated February 25, 2019.)

(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.

(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).

(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).

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 c ompany's c urrent r eport on Form 8-K dated November 2, 2020.)

(Incorporated herein by reference from the company's current report 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 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)

(Incorporated herein by reference from the company's quarterly report 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 company’s current report on Form 8-K dated January 25, 2022)

Exhibit 10.35 Third Amendment to syndicated facility agreement, dated as of November 17, 2023 made by and among Genuine Parts Company , UAP I nc ., a corporation existing under the laws of Quebec (“UAP”), the other Designated Borrowers party to the Syndicated Facility Agreement (together with the Company and UAP, the Lenders party hereto, and acknowledged by JPMorgan Chase Bank , N.A., acting through its Toronto branch, as Canadian Swing Line Lender, and JPMorgan Chase Bank , N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Domestic Swing Line Lender.

* Indicates management contracts and compensatory plans and arrangements.

Exhibit 21 Subsidiaries of the c ompany.

Exhibit 19 Insider Trading Policy for Employees, Contract and/or Temporary Workers, Officers, and Directors of Genuine Parts Company

Exhibit 21 Subsidiaries of the company.

Exhibit 23 Consent of Independent Registered Public Accounting Firm.

3 unchanged sentences

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 97 Genuine Parts Company Dodd-Frank Clawback Policy

Exhibit 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

47 unchanged sentences

/s/ Juliette W.

Pryor 2/21/2023 /s/ E.

Pryor 2/13/2024 /s/ Darren Rebelez 2/13/2024

Pryor (Date) Darren Rebelez (Date)

Director Director

Jenner Wood, III 2/13/2024

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