PART I – FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, income, comprehensive income, equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity as of September 30, 2025, and December 31, 2024 | Metric | Sep 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------- | :------- | | Total Assets | $20,694,868 | $19,282,705 | $1,412,163 | 7.3% | | Total Current Assets | $10,666,957 | $9,852,584 | $814,373 | 8.3% | | Trade accounts receivable, net | $2,639,775 | $2,182,856 | $456,919 | 20.9% | | Merchandise inventories, net | $5,873,796 | $5,514,427 | $359,369 | 6.5% | | Total Liabilities | $15,889,741 | $14,930,554 | $959,187 | 6.4% | | Short-term borrowings | $910,752 | $41,705 | $869,047 | 2083.8% | | Total Equity | $4,805,127 | $4,351,851 | $453,276 | 10.4% | Condensed Consolidated Statements of Income This section details the company's revenues, expenses, and net income for the three and nine months ended September 30, 2025 and 2024 | Metric (in thousands) | 3 Months Ended Sep 30, 2025 | 3 Months Ended Sep 30, 2024 | % Change (YoY) | 9 Months Ended Sep 30, 2025 | 9 Months Ended Sep 30, 2024 | % Change (YoY) | | :-------------------- | :-------------------------- | :-------------------------- | :------------- | :-------------------------- | :-------------------------- | :------------- | | Net sales | $6,260,232 | $5,970,198 | 4.9% | $18,290,726 | $17,716,396 | 3.2% | | Gross profit | $2,341,402 | $2,198,441 | 6.5% | $6,839,474 | $6,453,399 | 6.0% | | Total operating expenses | $2,007,109 | $1,876,578 | 7.0% | $5,840,398 | $5,413,464 | 7.9% | | Interest expense, net | $40,342 | $27,818 | 45.0% | $117,769 | $67,429 | 74.7% | | Income before income taxes | $291,693 | $297,593 | (2.0)% | $881,887 | $1,008,975 | (12.6)% | | Net income | $226,171 | $226,582 | (0.2)% | $675,443 | $771,020 | (12.4)% | | Basic earnings per share | $1.63 | $1.63 | 0.0% | $4.86 | $5.53 | (12.2)% | | Diluted earnings per share | $1.62 | $1.62 | 0.0% | $4.85 | $5.51 | (12.0)% | Condensed Consolidated Statements of Comprehensive Income This section presents the company's comprehensive income, including net income and other comprehensive income components | Metric (in thousands) | 3 Months Ended Sep 30, 2025 | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2025 | 9 Months Ended Sep 30, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income | $226,171 | $226,582 | $675,443 | $771,020 | | Foreign currency translation adjustments, net | $(14,804) | $90,001 | $171,353 | $25,359 | | Pension and postretirement benefit adjustments, net | $3,681 | $2,886 | $11,048 | $8,661 | | Other comprehensive income (loss), net | $(11,123) | $92,887 | $182,401 | $34,020 | | Comprehensive income | $215,048 | $319,469 | $857,844 | $805,040 | Condensed Consolidated Statements of Equity This section outlines changes in the company's equity, including parent equity and noncontrolling interests, for the period | Metric (in thousands) | Sep 30, 2025 | Jan 1, 2025 | | :-------------------------------- | :----------- | :---------- | | Total Parent Equity | $4,786,631 | $4,337,407 | | Noncontrolling interests | $18,496 | $14,444 | | Total Equity | $4,805,127 | $4,351,851 | - Key Changes (Nine Months Ended Sep 30, 2025 vs. Jan 1, 2025): - Net income contributed $675.44 million17 - Other comprehensive income, net of tax, added $182.40 million17 - Cash dividends declared totaled $(429.49) million17 - Shares issued from employee incentive plans resulted in a $(16.32) million impact17 - Share-based compensation added $37.18 million17 - Noncontrolling interest activities increased by $4.05 million17 Condensed Consolidated Statements of Cash Flows This section details cash movements from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024 | Metric (in thousands) | 9 Months Ended Sep 30, 2025 | 9 Months Ended Sep 30, 2024 | % Change (YoY) | | :------------------------------------------ | :-------------------------- | :-------------------------- | :------------- | | Net cash provided by operating activities | $510,689 | $1,096,225 | (53.4)% | | Net cash used in investing activities | $(487,951) | $(1,245,192) | (60.8)% | | Net cash provided by (used in) financing activities | $(93,717) | $124,828 | (175.1)% | | Net decrease in cash and cash equivalents | $(48,632) | $(23,889) | 103.6% | | Cash and cash equivalents at end of period | $431,359 | $1,078,118 | (59.9)% | - Operating Activities Changes (9M 2025 vs 9M 2024): - Net income decreased from $771.02 million to $675.44 million21 - Other operating activities, including changes in operating assets and liabilities, shifted from a net inflow of $378 thousand to a net outflow of $(574.09) million21 - Financing Activities Changes (9M 2025 vs 9M 2024): - Payments on debt increased from $(124.34) million to $(567.37) million21 - Net proceeds of commercial paper were $886.18 million in 2025, compared to $0 in 202421 - Purchases of stock decreased from $(112.50) million to $021 Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. General This note outlines the basis of presentation, management estimates, recent accounting pronouncements, and details on prepaid expenses, derivatives, guarantees, supply chain finance, and EPS - Unaudited interim financial statements are prepared in accordance with Form 10-Q, relying on management estimates for inventory, bad debts, credit losses, sales returns, and volume incentives2324 - Recent Accounting Pronouncements: - ASU 2023-09 (Income Taxes): Effective for 2025 Annual Report, requires specific categories in rate reconciliation and disaggregated income tax expense2829 - ASU 2024-03 (Expense Disaggregation): Effective for fiscal years beginning after Dec 15, 2026, requires disclosure of inventory purchases, employee compensation, depreciation, and amortization2829 - ASU 2025-05 (Credit Losses): Effective for 2025 Annual Report, provides a practical expedient for credit loss measurement on accounts receivable3132 - ASU 2025-06 (Internal-Use Software): Effective Q1 2028, revises capitalization guidance for internal-use software costs and requires disclosure as part of property, plant, and equipment3132 | Category | Sep 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Prepaid expenses | $140,136 | $118,401 | | Consideration receivable from vendors | $1,086,099 | $972,842 | | Other current assets | $495,792 | $584,067 | | Total | $1,722,027 | $1,675,310 | - The company uses derivative and non-derivative instruments as risk management tools to mitigate foreign exchange rate risks, recognized at fair value (Level 2)34 - Guarantees approximately $559 million in borrowings for independent automotive parts stores, with a non-material current expected credit loss reserve39 - Outstanding payment obligations to financial institutions under supply chain finance programs were $3.1 billion as of September 30, 2025, down from $3.4 billion at December 31, 202442 | Period | 2025 | 2024 | | :-------------------------- | :--- | :--- | | Three Months Ended Sep 30 | $1.62 | $1.62 | | Nine Months Ended Sep 30 | $4.85 | $5.51 | Note 2. Segment Information This note provides detailed financial information for the Automotive and Industrial segments, highlighting net sales and EBITDA growth for the three and nine months ended September 30, 2025 | Metric | 3 Months Ended Sep 30, 2025 | 3 Months Ended Sep 30, 2024 | % Change | 9 Months Ended Sep 30, 2025 | 9 Months Ended Sep 30, 2024 | % Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :------- | :-------------------------- | :-------------------------- | :------- | | Net sales | $3,989,788 | $3,799,789 | 5.0% | $11,566,957 | $11,100,800 | 4.2% | | Gross profit | $1,654,382 | $1,537,263 | 7.6% | $4,799,478 | $4,457,256 | 7.7% | | EBITDA | $334,704 | $316,142 | 5.9% | $958,203 | $998,687 | (4.1)% | | Gross margin | 41.5% | 40.5% | 1.0 pp | 41.5% | 40.2% | 1.3 pp | | EBITDA margin | 8.4% | 8.3% | 0.1 pp | 8.3% | 9.0% | (0.7) pp | | Metric | 3 Months Ended Sep 30, 2025 | 3 Months Ended Sep 30, 2024 | % Change | 9 Months Ended Sep 30, 2025 | 9 Months Ended Sep 30, 2024 | % Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :------- | :-------------------------- | :-------------------------- | :------- | | Net sales | $2,270,444 | $2,170,409 | 4.6% | $6,723,769 | $6,615,596 | 1.6% | | Gross profit | $686,993 | $660,699 | 4.0% | $2,039,909 | $2,003,072 | 1.8% | | EBITDA | $285,015 | $267,287 | 6.6% | $851,864 | $831,234 | 2.5% | | Gross margin | 30.3% | 30.4% | (0.1) pp | 30.3% | 30.3% | 0.0 pp | | EBITDA margin | 12.6% | 12.3% | 0.3 pp | 12.7% | 12.6% | 0.1 pp | | Segment | As of Sep 30, 2025 (in thousands) | As of Sep 30, 2024 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Automotive | $11,791,393 | $10,668,061 | | Industrial | $3,801,627 | $3,882,297 | | Corporate | $118,599 | $758,648 | | Goodwill and other intangible assets | $4,983,249 | $4,950,172 | | Total assets | $20,694,868 | $20,259,178 | | Region | 3 Months Ended Sep 30, 2025 (in thousands) | 3 Months Ended Sep 30, 2024 (in thousands) | 9 Months Ended Sep 30, 2025 (in thousands) | 9 Months Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | North America | $4,616,329 | $4,417,222 | $13,521,797 | $13,148,303 | | Australasia | $623,343 | $592,946 | $1,762,394 | $1,669,427 | | Europe – Automotive | $1,020,560 | $960,030 | $3,006,535 | $2,898,666 | | Total net sales | $6,260,232 | $5,970,198 | $18,290,726 | $17,716,396 | Note 3. Accounts Receivable Sales Agreement This note details the Accounts Receivable Sales Agreement, including outstanding receivables of approximately $1.0 billion and fees incurred by the special purpose entity - Total principal amount outstanding of receivables sold is approximately $1.0 billion as of September 30, 2025 and December 31, 202455 - Fees incurred by the SPE totaled $39 million for the nine months ended September 30, 2025, compared to $47 million for the same period in 202455 Note 4. Debt This note outlines the company's debt structure, including its expanded revolving credit facility and commercial paper program, with $892 million outstanding, and compliance with covenants - Unsecured Revolving Credit Facility expanded to $2.0 billion (from $1.5 billion) and maturity extended to March 20, 2030. No outstanding borrowings as of September 30, 202556147148 - Commercial Paper Program expanded to $2.0 billion (from $1.5 billion). $892 million outstanding as of September 30, 2025, with a weighted average interest rate of 4.47%57147148 - Commercial paper borrowings were used to repay $500 million of 1.75% Unsecured Senior Notes due February 1, 202559148 - The company was in compliance with all financial covenants, including maximum debt to EBITDA ratio, as of September 30, 202560150 Note 5. Employee Benefit Plans This note details the company's pension plans, including a shift to a net periodic benefit loss and the planned termination of the U.S. qualified defined benefit pension plan, with an expected $650 million to $750 million charge | Metric | 3 Months Ended Sep 30, 2025 (in thousands) | 3 Months Ended Sep 30, 2024 (in thousands) | 9 Months Ended Sep 30, 2025 (in thousands) | 9 Months Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Service cost | $1,590 | $1,718 | $4,691 | $5,156 | | Interest cost | $22,951 | $25,335 | $68,711 | $76,024 | | Expected return on plan assets | $(29,245) | $(44,352) | $(87,550) | $(133,095) | | Amortization of prior service cost | $285 | $281 | $855 | $843 | | Amortization of actuarial loss | $4,618 | $3,564 | $13,859 | $10,698 | | Net periodic loss (income) | $199 | $(13,454) | $566 | $(40,374) | - Board approved termination of the frozen U.S. qualified defined benefit pension plan, effective September 30, 2024. Final settlement expected by December 31, 20256263145 - Anticipates a one-time pre-tax pension settlement charge of $650 million to $750 million in Q4 2025145 Note 6. Acquisitions This note details the company's acquisition activities, including $295 million in spending, $156 million in acquired goodwill, and $137 million in revenue contributions for the period - Acquisition spending was $295 million for the nine months ended September 30, 2025, compared to $1.1 billion in the prior year64 - For the nine months ended September 30, 2025, approximately $156 million in goodwill and other intangible assets were acquired, including $73 million in customer relationships with 20-year amortization lives65 - Revenue from current year Automotive acquisitions was $89 million and from Industrial acquisitions was $48 million for the nine months ended September 30, 202565 - In the nine months ended September 30, 2024, the company acquired two of the largest independent owners of NAPA Auto Parts Stores in the U.S., Motor Parts & Equipment Corporation and Walker Automotive Supply, Inc., recognizing approximately $100 million of goodwill and other intangible assets66 Note 7. Accumulated Other Comprehensive Loss This note details changes in Accumulated Other Comprehensive Loss (AOCL), which decreased to $(1.079) billion, driven by foreign currency translation and pension adjustments | Component | Jan 1, 2025 (in thousands) | Sep 30, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :------------------------- | :------------------------ | :-------------------- | | Pension and Other Post Retirement Benefits | $(581,000) | $(569,952) | $11,048 | | Foreign Currency Translation | $(680,743) | $(509,390) | $171,353 | | Total AOCL | $(1,261,743) | $(1,079,342) | $182,401 | - Key Drivers of Change (9M 2025): - Other comprehensive income (loss) before reclassifications: $171.35 million (primarily foreign currency translation)68 - Amounts reclassified from AOCL: $11.05 million (pension and other post-retirement benefits)68 Note 8. Commitments and Contingencies This note addresses legal matters, primarily 3,000 asbestos-related product liability claims, with an accrued liability of $222 million and an insurance receivable of $39 million - The company is subject to various legal claims and lawsuits, with liabilities based on the best available information, and expects no material adverse effect on its business, results of operations, or financial condition70 - Asbestos-Related Product Liability: - 3,000 pending lawsuits as of September 30, 20257475 - Accrued liability: $222 million (discounted at 4.16%) as of September 30, 2025, within a calculated range of $207 million to $296 million7475 - Undiscounted liability: $300 million as of September 30, 20257475 - Insurance receivable: $39 million as of September 30, 20257475 - No environmental matters requiring disclosure under SEC Regulation S-K Item 10376 Note 9. Restructuring and Other Costs This note details the global restructuring initiative, including incurred costs and total expected costs for asset alignment and efficiency - Global restructuring initiative approved and initiated in February 2024, designed to better align assets and improve business efficiency77 | Period | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :------------------ | :------------------ | | Nine Months Ended Sep 30 | $167,317 | $153,825 | - Total expected costs for the global restructuring initiative are between $400 million and $430 million for 2024 and 2025, with substantial completion expected by the end of 202578 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial performance, condition, and results of operations, highlighting sales growth, net income drivers, and strategic factors - Q3 2025 Performance Highlights: - Net sales increased 4.9% to $6.3 billion9091 - Gross profit margin expanded approximately 60 basis points9091 - Net income remained flat with the prior year period9091 - Restructuring and other costs totaled $67 million (up from $41 million in prior year)9091 - Global restructuring program yielded $36 million in benefits9091 - 9M 2025 Performance Highlights: - Net sales increased 3.2% to $18.29 billion96 - Net income decreased 12.4% to $675.44 million96 - Net income was primarily impacted by higher depreciation and interest expense from planned investments, lower pension income due to a change in investing strategy, higher SG&A expenses (salaries, healthcare, rent), and increased restructuring costs92119120 - Tariffs did not have a material impact on financial results for the three or nine months ended September 30, 202593 Forward-Looking Statements This section outlines the nature of forward-looking statements and the various risks and uncertainties that could cause actual results to differ - All statements in the future tense or using words such as "expect," "likely," "outlook," "forecast," or similar expressions are considered forward-looking statements83 - Actual results may differ materially due to various risks and uncertainties, including changes in general economic conditions (unemployment, inflation, geopolitical conflicts), volatility in oil prices, significant cost increases, public health emergencies, debt covenant compliance, ability to integrate acquired businesses, slowing demand, supplier arrangements, collection of receivables, regulatory changes, tax policies, exchange rates, labor market, competitive pressures, and information system disruptions84 - The company undertakes no duty to update any forward-looking statements except as required by law85 Overview This section provides a general overview of Genuine Parts Company, its global operations, and its business segments - Genuine Parts Company (GPC) is a global service organization founded in Atlanta, Georgia, in 1928, known for customer service, profitable growth, distribution capabilities, and strong cash flow87 - As of September 30, 2025, the company conducted business in North America, Europe, and Australasia from more than 10,700 locations88 - Revenue Mix (Nine Months Ended Sep 30, 2025): - Automotive business: 64% of total revenues88 - Industrial business: 36% of total revenues88 Key Performance Indicators This section identifies the key performance indicators used by management to measure and evaluate the company's financial results - Key performance indicators used to measure results include Comparable Sales, Gross Profit and Gross Margin, Selling, Administrative and Other Expenses ("SG&A"), Segment EBITDA and Segment EBITDA Margin, and Net Income and EBITDA along with their adjusted measures89 Results of Operations This section analyzes the company's financial performance, including net sales, gross profit, expenses, and net income, for the reporting periods Net Sales This section analyzes net sales growth for the three and nine months ended September 30, 2025, attributing changes to comparable sales, acquisitions, and foreign currency - Net Sales Growth (3 Months Ended Sep 30, 2025): - Total increase: 4.9%99 - Comparable sales: +2.3%99 - Acquisitions: +1.8%99 - Favorable foreign currency and other: +0.8%99 - Net Sales Growth (9 Months Ended Sep 30, 2025): - Total increase: 3.2%99 - Acquisitions: +2.5%99 - Comparable sales: +0.6%99 - Favorable foreign currency and other: +0.1%99 - Automotive net sales for the three months ended September 30, 2025, were $4.0 billion, an increase of 5.0% YoY, driven by acquisitions (2.3%), comparable sales (1.6%), and foreign currency (1.1%)101 - Industrial net sales for the three months ended September 30, 2025, were $2.3 billion, an increase of 4.6% YoY, reflecting a 3.7% increase in comparable sales and 1.1% benefit from acquisitions, partially offset by a 0.2% unfavorable impact of foreign currency104 Gross Profit and Gross Margin This section analyzes the increase in gross profit and expansion of gross margin, driven by strategic pricing and sourcing initiatives - Gross Profit Increase: - 3 months ended Sep 30, 2025: $143 million (+6.5%)106 - 9 months ended Sep 30, 2025: $386 million (+6.0%)106 - Gross Margin Expansion: - 3 months ended Sep 30, 2025: +60 basis points to 37.4%106 - 9 months ended Sep 30, 2025: +100 basis points to 37.4%106 - Increases primarily reflect the benefit of successful execution of ongoing strategic pricing and sourcing initiatives and acquisitions completed in the prior year106 Selling, Administrative and Other ("SG&A") Expenses This section analyzes the increase in SG&A expenses, driven by acquisitions, personnel costs, and rent, and its impact on sales percentage - SG&A Expense Increase: - 3 months ended Sep 30, 2025: $84 million (+4.8%), comprising 2.4% from acquisitions and 2.4% from other cost increases107 - 9 months ended Sep 30, 2025: $342 million (+6.9%), comprising 4.0% from acquisitions and 2.9% from other cost increases107 - Continued to experience higher SG&A expenses primarily due to higher salaries and wages, rising healthcare costs, and increased rent from lease renewals in a higher interest rate environment108 - SG&A as a percentage of sales: - 3 months ended Sep 30, 2025: Remained flat at 28.8%109 - 9 months ended Sep 30, 2025: Increased 100 basis points to 28.9% of sales109 - Global restructuring initiatives had an estimated $96 million benefit to SG&A for the nine months ended September 30, 2025108 Restructuring and Other Costs This section details the increase in restructuring and other costs, primarily due to facility closures and severance from the global restructuring plan - Incurred $67 million and $167 million of restructuring and other costs during the three months and nine months ended September 30, 2025, respectively110 - Costs increased by $26 million compared to the prior period, reflecting costs associated with facility closures and additional severance costs110 - These costs are part of the global restructuring plan approved and initiated in February 2024, which remains on track to better align assets and improve business efficiency110 Depreciation and Amortization This section analyzes the increase in depreciation and amortization expenses, driven by planned investments in technology and supply chain initiatives - Depreciation and amortization expenses increased $21 million for the three months and $70 million for the nine months ended September 30, 2025111 - The increase is related to planned investments in technology and supply chain initiatives111 Non-Operating Expenses and Income This section analyzes the increase in net non-operating expenses, primarily due to higher interest expense and decreased pension income - Net non-operating expenses for the three months ended September 30, 2025, were $43 million, an $18 million increase from the prior year period113 - For the nine months ended September 30, 2025, net non-operating expenses were $117 million, an $86 million increase from the prior year period114 - The increase was primarily due to a $13 million (3 months) and $50 million (9 months) increase in net interest expense from increased borrowings, and a $13 million (3 months) and $40 million (9 months) decrease in pension income due to the planned U.S. pension plan termination113114 Income Taxes This section analyzes the decrease in the effective income tax rate, influenced by restructuring costs, investments, and tax position adjustments - Effective Income Tax Rates: - 3 months ended Sep 30, 2025: 22.5% (down from 23.9% in 2024)115 - 9 months ended Sep 30, 2025: 23.4% (down from 23.6% in 2024)115 - The rate decrease is primarily due to comparative restructuring costs and expanded investments, partially offset by routine tax position adjustments115 - The enactment of the One Big Beautiful Bill Act (OBBBA) on July 4, 2025, did not have a material impact on income tax expense and is not expected to materially impact the 2025 annual effective tax rate116 Net Income and Adjusted Net Income This section analyzes net income and adjusted net income, attributing changes to investments, pension income, personnel costs, and gross margin | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | | :-------------------------- | :------------------ | :------------------ | :------- | | 3 Months Ended Sep 30 | $226,171 | $226,582 | (0.2)% | | 9 Months Ended Sep 30 | $675,443 | $771,020 | (12.4)% | | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | | :-------------------------- | :------------------ | :------------------ | :------- | | 3 Months Ended Sep 30 | $275,595 | $263,013 | 4.8% | | 9 Months Ended Sep 30 | $810,455 | $915,472 | (11.5)% | | Period | 2025 | 2024 | % Change | | :-------------------------- | :--- | :--- | :------- | | 3 Months Ended Sep 30 | $1.62 | $1.62 | 0.0% | | 9 Months Ended Sep 30 | $4.85 | $5.51 | (12.0)% | | Period | 2025 | 2024 | % Change | | :-------------------------- | :--- | :--- | :------- | | 3 Months Ended Sep 30 | $1.98 | $1.88 | 5.3% | | 9 Months Ended Sep 30 | $5.82 | $6.55 | (11.1)% | - Flat/declining net income was due to planned investments (higher depreciation and interest costs), lower pension income, increased personnel and healthcare costs, and increased rent expenses, partially offset by gross margin improvement119120 Segment EBITDA This section analyzes EBITDA performance and margins for the Automotive and Industrial segments, highlighting growth drivers and cost pressures | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | EBITDA Margin 2025 | EBITDA Margin 2024 | | :-------------------------- | :------------------ | :------------------ | :------- | :----------------- | :----------------- | | 3 Months Ended Sep 30 | $334,704 | $316,142 | 5.9% | 8.4% | 8.3% | | 9 Months Ended Sep 30 | $958,203 | $998,687 | (4.1)% | 8.3% | 9.0% | | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | EBITDA Margin 2025 | EBITDA Margin 2024 | | :-------------------------- | :------------------ | :------------------ | :------- | :----------------- | :----------------- | | 3 Months Ended Sep 30 | $285,015 | $267,287 | 6.6% | 12.6% | 12.3% | | 9 Months Ended Sep 30 | $851,864 | $831,234 | 2.5% | 12.7% | 12.6% | - Automotive EBITDA increase (3M) driven by acquisitions, comparable sales growth in North America, Australasia, and Canada, and favorable foreign currency effects in Europe, along with improved gross margin121122 - Automotive EBITDA decrease (9M) driven by persistent inflationary cost pressures from salaries and wages, healthcare expenses, rent, and freight123 - Industrial EBITDA increase (3M & 9M) reflects solid sales growth and operating discipline despite a challenging macroeconomic environment, offsetting inflation in costs124125 Corporate EBITDA and Other Segment Reconciling items This section analyzes Corporate EBITDA loss and its percentage of net sales, driven by operational streamlining and technology investments | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | % of Net Sales 2025 | % of Net Sales 2024 | | :-------------------------- | :------------------ | :------------------ | :------- | :------------------ | :------------------ | | 3 Months Ended Sep 30 | $(93,374) | $(106,686) | (12.5)% | (1.5)% | (1.8)% | | 9 Months Ended Sep 30 | $(263,131) | $(267,306) | (1.6)% | (1.4)% | (1.5)% | - The operational objective is to maintain Corporate EBITDA within a range of 1.5% to 2.0% of net sales128 - The company continues to consolidate certain back-office functions at Corporate to streamline operations and drive improvements, alongside ongoing investments in technology127128 EBITDA and Adjusted EBITDA This section analyzes EBITDA and Adjusted EBITDA, highlighting drivers for increases in the three-month period and decreases in the nine-month period | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | | :-------------------------- | :------------------ | :------------------ | :------- | | 3 Months Ended Sep 30 | $459,510 | $431,447 | 6.5% | | 9 Months Ended Sep 30 | $1,365,584 | $1,372,252 | (0.5)% | | Period | 2025 (in thousands) | 2024 (in thousands) | % Change | | :-------------------------- | :------------------ | :------------------ | :------- | | 3 Months Ended Sep 30 | $526,345 | $476,743 | 10.4% | | 9 Months Ended Sep 30 | $1,546,936 | $1,562,615 | (1.0)% | - The increases in EBITDA and adjusted EBITDA for the three months ended September 30, 2025, were driven by core sales growth, gross margin improvement (strategic pricing, sourcing initiatives, and prior-year acquisitions)131 - The decreases in EBITDA and adjusted EBITDA for the nine months ended September 30, 2025, were primarily driven by lower pension income and the effects of rising costs (personnel, healthcare, rent), as well as one less sales day132 Non-GAAP Financial Measures This section explains the use of non-GAAP financial measures like adjusted net income and EBITDA to reflect core operations and enhance comparability - Non-GAAP financial measures (adjusted net income, adjusted diluted EPS, adjusted EBITDA) provide meaningful supplemental information indicative of core operations134 - These measures exclude items like costs related to the global restructuring initiative and acquisition/integration of independent automotive stores, which management believes are not representative of ongoing operating performance134 - Reconciliations from GAAP net income and diluted EPS to adjusted measures are provided to ensure transparency133135137 Financial Condition This section assesses the company's financial position, including cash, working capital, and debt levels, as of September 30, 2025 - Cash and cash equivalents decreased by $49 million to $431 million as of September 30, 2025, from December 31, 2024139 - Net cash provided by operating activities for the nine months ended September 30, 2025, was $511 million, a decrease mainly due to lower net income, accelerated tax payments, higher interest payments, and working capital changes140 - Net cash used in investing activities for the nine months was $488 million, primarily for capital expenditures and acquisitions140 - Net cash used in financing activities for the nine months was $94 million, comprising $543 million for debt repayment and $421 million for dividends, partially offset by $886 million in net proceeds from the commercial paper program140 - Accounts receivable increased $457 million (+20.9%) and inventory increased $359 million (+6.5%) from December 31, 2024, driven by increased revenues and product demand141 - Total debt increased $474 million (+11.1%) to $4.8 billion at September 30, 2025, from December 31, 2024141 Liquidity and Capital Resources This section discusses the company's ability to meet short-term and long-term obligations, including available cash, credit facilities, and capital deployment priorities - The company maintains strong liquidity with $431 million of cash and cash equivalents and $2 billion in undrawn capacity on its Revolving Credit Agreement142 - Existing lines of credit, commercial paper program, and cash generated from operations are expected to be sufficient to fund anticipated operations for the foreseeable future142 - A key supplier to the global automotive segment filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in September 2025, representing approximately 3% of global automotive SKUs and sales. The company is assessing financial exposure and ensuring supply chain continuity143144 - A one-time pre-tax pension settlement charge in the range of $650 million to $750 million is expected in the fourth quarter of 2025 due to the planned termination of the U.S. qualified defined benefit pension plan145 - The Board of Directors approved a 3% increase in the regular quarterly cash dividend for 2025, to an annual rate of $4.12 per share, marking the 69th consecutive year of increased dividends146 - Key capital deployment priorities include reinvestment in businesses through capital expenditures, mergers and acquisitions, the dividend, and share repurchases149 - As of September 30, 2025, the total average cost of debt was 3.93%, and the company remains in compliance with all covenants connected with its borrowings150 Item 3. Quantitative and Qualitative Disclosures About Market Risk The company refers to its 2024 Annual Report on Form 10-K for detailed quantitative and qualitative disclosures about market risk, stating that its exposure to market risk has not materially changed since December 31, 2024 - For quantitative and qualitative disclosures about market risk, refer to Item 7A of Part II of the 2024 Annual Report on Form 10-K152 - The company's exposure to market risk has not changed materially since December 31, 2024152 Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2025, ensuring timely and accurate reporting of required information, with no material changes in internal control over financial reporting during the quarter Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of September 30, 2025 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2025153154 - These controls provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within specified time periods153 Changes in Internal Control over Financial Reporting This section states that no material changes in internal control over financial reporting occurred during the quarter - No changes in internal control over financial reporting were identified during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting155 PART II – OTHER INFORMATION This part provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from the Commitments and Contingencies Footnote in the Notes to Condensed Consolidated Financial Statements (Item 1 of Part I) - Information with respect to legal proceedings is incorporated by reference from the Commitments and Contingencies Footnote in the Notes to Condensed Consolidated Financial Statements (Item 1 of Part I)156 Item 1A. Risk Factors This section reiterates previously reported risk factors and highlights a new specific risk: the potential material impact on operations, revenue, and supply chain due to bankruptcy or credit failures of significant customers or vendors - Refers to previously reported risk factors in the 2024 Annual Report on Form 10-K and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025157 - A new highlighted risk is that results of operations, revenue, and supply chain could be materially affected by the bankruptcy, insolvency, or other credit failures of a significant customer or vendor158 - In September 2025, a key vendor for the Automotive segment filed for Chapter 11 bankruptcy, posing risks of supply chain disruptions, inability to source replacement goods at comparable costs, increased operating expenses, and negative impacts on receivables or future sales158 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended September 30, 2025, the company repurchased 27,281 shares of common stock at an average price of $136.23 per share, with approximately 7.5 million shares remaining available for repurchase | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------------------------------- | :----------------------------- | :--------------------------- | | July 1, 2025 through July 31, 2025 | 3,941 | $133.12 | | August 1, 2025 through August 31, 2025 | 9,734 | $131.06 | | September 1, 2025 through September 30, 2025 | 13,606 | $140.82 | | Totals | 27,281 | $136.23 | - Shares purchased consist of shares surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock and the exercise of share appreciation rights161 - Approximately 7.5 million shares remain available to be repurchased under a 15 million share authorization announced on August 21, 2017162 Item 5. Other Information This section discloses that two officers adopted Rule 10b5-1 trading plans in September 2025, allowing for the sale of a portion of shares subject to future vesting of equity awards, net of taxes Rule 10b5-1 Trading Plans This section details the adoption of Rule 10b5-1 trading plans by two officers for the sale of future vested equity awards - Christopher T. Galla (Sr. VP, General Counsel) and James F. Howe (President, Motion) adopted Rule 10b5-1 trading plans in September 2025164 - These trading arrangements allow for the sale of a portion of shares subject to future vesting of equity awards, including performance-based restricted stock, net of shares withheld for taxes165 - The volume and timing of sales are determined, in part, based on pricing triggers outlined in the trading arrangement, and the exact number of shares sold depends on vesting outcomes and tax withholdings165 Item 6. Exhibits This section lists the exhibits filed or furnished as part of the 10-Q report, including corporate governance documents, various agreements, certifications from the CEO and CFO, and XBRL financial data documents - Exhibits include Amended and Restated Articles of Incorporation, By-Laws, Cooperation Agreement, Form of Award Certificate, Form of Severance Agreement, Certifications pursuant to SEC Rule 13a-14(a) signed by the CEO and CFO, Certification Pursuant to 18 U.S.C. Section 1350, and various XBRL Taxonomy Extension Documents166 Signatures The report was signed on behalf of Genuine Parts Company by Bert Nappier, Executive Vice President and Chief Financial Officer, on October 21, 2025 - The report was signed by Bert Nappier, Executive Vice President and Chief Financial Officer, on behalf of Genuine Parts Company170 - Date of signature: October 21, 2025170
Genuine Parts pany(GPC) - 2025 Q3 - Quarterly Report