Index to Financial Statements

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

For the fiscal year ended December 31, 20112014

Or

For the transition period from              to             

Commission file number: 1-5690

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

770-953-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

As of June 30, 2011,2014, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $8,282,081,000$13,051,345,000 based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Specifically identified portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 23, 201227, 2015 are incorporated by reference into Part III of this Form 10-K.

Index to Financial Statements

PART II..

Genuine Parts Company, a Georgia corporation incorporated on May 7, 1928, is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials through our four operating segments, each described in more detail below. In 2011,2014, business was conducted from approximately 2,600 locations throughout the United States, in Canada, Mexico, Australia and in Mexico from approximately 1,900 locations.New Zealand. As of December 31, 2011,2014, the Company employed approximately 29,80039,000 persons.

As used in this report, the “Company” refers to Genuine Parts Company and its subsidiaries, except as otherwise indicated by the context; and the terms “automotive parts” and “industrial parts” refer to replacement parts in each respective category.

Financial Information about Segments.    For financial information regarding segments as well as our geographic areas of operation, refer to Note 1110 of Notes to Consolidated Financial Statements beginning on page F-1.

Available Information.    The Company’s internet website can be found at www.genpt.com. The Company makes available, free of charge through its internet website, access to the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports, and any amendments to these documents, as soon as reasonably practicable after such material is filed with or furnished to the Securities and Exchange Commission (“SEC”). Additionally, our corporate governance guidelines, codes of conduct and ethics, and charters of the Audit Committee and the Compensation, Nominating and Governance Committee of our Board of Directors, as well as information regarding our director nominating process and our procedure for shareholders and other interested parties to communicate with our Board of Directors, are available on our website.

In Part III of this Form 10-K, we incorporate certain information by reference to our proxy statement for our 20122015 annual meeting of shareholders. We expect to file that proxy statement with the SEC on or about February 27, 2012,26, 2015, and we will make it available online at the same time at http://www.proxydocs.com/gpc. Please refer to the proxy statement for the information incorporated by reference into Part III of this FromForm 10-K when it is available.

AUTOMOTIVE PARTS GROUP

The Automotive Parts Group, the largest division of the Company, distributes automotive parts and accessory items. In addition to nearly 459,000 available part numbers, the Company offers complete inventory, cataloging, marketing, training and other programs in the automotive aftermarket. The Company is the largestsole member with approximately 95% ownership, of the National Automotive Parts Association (“NAPA”), a voluntary trade association formed in 1925 to provide nationwide distribution of automotive parts. In addition to over 435,000 available part numbers, the Company, in conjunction with NAPA, offers complete inventory, cataloging, marketing, training and other programs in the automotive aftermarket.

During 2011,2014, the Company’s Automotive Parts Group included NAPA automotive parts distribution centers and automotive parts stores (“auto parts stores” or “NAPA AUTO PARTS stores”) owned and operated in the United States by the Company; NAPA and Traction automotive parts distribution centers and auto parts stores in the United States and Canada owned and operated by the Company and NAPA Canada/UAP Inc. (“NAPA Canada/UAP”), a wholly-owned subsidiary of the Company; auto parts stores and distribution centers in the United States operated by corporations in which the Company owned either a noncontrolling or controlling interest; auto parts stores in Canada operated by corporations in which UAP owns a 50% interest; Repco and other automotive parts distribution centers, branches and auto parts stores in Australia and New Zealand owned and operated by GPC Asia Pacific, a wholly-owned subsidiary of the Company; import automotive parts distribution centers in the United States owned by the Company and operated by its Altrom America division; import automotive parts distribution centers in Canada owned and operated by Altrom Canada Corporation (“Altrom Canada”), a wholly-owned subsidiary of the Company; distribution centers in the United States owned by Balkamp, Inc. (“Balkamp”), a wholly-owned subsidiary of the Company; distribution facilities in the United States owned by the Company and operated by its Rayloc division; and automotive parts distribution centers and automotive parts stores in Mexico, owned and operated by Grupo Auto Todo, S.A. de C.V. (“Auto Todo”), a wholly-owned subsidiary of the Company.

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Index to Financial Statements

Also in 2014, the Company expanded its operations in Mexico to include Autopartes NAPA Mexico (“NAPA Mexico”), a wholly-owned subsidiary of the Company. NAPA Mexico opened its first automotive parts distribution center in October 2014 and will serve the automotive aftermarket in Mexico through a combination of Company owned and independently owned auto parts stores.

Additionally, the GPC Asia Pacific automotive business acquired RDA Brakes and PJL Diesel Electric in April and September, 2014, respectively. RDA Brakes is a leader in the Australian brake rotor market and PJL specializes in the distribution of automotive electrical products.

The Company has a 15% interest in Mitchell Repair Information (“MRIC”), a subsidiary of Snap-on Incorporated. MRIC is a leading automotive diagnostic and repair information company with over 40,000 North American subscribers linked to its services and information databases. MRIC’s core product, “Mitchell ON-DEMAND”, is a premier electronic repair information source in the automotive aftermarket.

Effective January 1, 2012, the Company purchased a 30% investment in the Exego Group (“Exego”) for approximately $150 million (US$) in cash. Exego, headquartered in Melbourne, Australia, is a leading aftermarket distributor of automotive parts and accessories in Australasia with annual revenues of approximately $1 billion (US$) and a company-owned store footprint of more than 430 locations across Australia and New Zealand. In accordance with the purchase agreement, the Company has the option to acquire the remaining 70% interest in Exego if Exego meets certain earnings thresholds, which the Company believes will occur within a two to three year timeframe; however, there can be no guarantee that such thresholds will be met or, if they are met, whether the Company would exercise its purchase option. As a 30% stakeholder, the Company’s return on its investment will be accounted for as noncontrolling investment income.

The Company’s NAPA automotive parts distribution centers distribute replacement parts (other than body parts) for substantially all motor vehicle makes and models in service in the United States, including imported vehicles, trucks, SUVs, buses, motorcycles, recreational vehicles and farm vehicles. In addition, the Company distributes replacement parts for small engines, farm equipment and heavy duty equipment. The Company’s inventories also include accessory items for such vehicles and equipment, and supply items used by a wide variety of customers in the automotive aftermarket, such as repair shops, service stations, fleet operators, automobile and truck dealers, leasing companies, bus and truck lines, mass merchandisers, farms, industrial concerns and individuals who perform their own maintenance and parts installation. Although the Company’s domestic automotive operations purchase from approximately 100 different suppliers, approximately 51%49% of 20112014 automotive parts inventories were purchased from 10 major suppliers. Since 1931, the Company has had return privileges with most of its suppliers, which have protected the Company from inventory obsolescence.

Distribution System.    In 2011,2014, the Company operated 5860 domestic NAPA automotive parts distribution centers located in 3940 states and approximately 9501,100 domestic company-owned NAPA AUTO PARTS stores located in 4245 states. The Company also operated one domestic TW distribution center and 14 Traction Heavy Duty parts stores located in four states. Traction is a supplier of parts to small and large fleet owners and operators. At December 31, 2011,2014, the Company owned either a noncontrolling or controlling interest in foursix corporations, which operated approximately 47114 auto parts stores in fournine states.

NAPA Canada/UAP, founded in 1926, is a Canadian leader in the distribution and marketing of replacement parts and accessories for automobiles and trucks. NAPA Canada/UAP employs approximately 3,5003,900 people and operates a network of 12 distribution centers supplying approximately 596594 NAPA stores and 97107 Traction wholesalers. Traction is a supplier of parts to small and large fleet owners and operators and, together withThe NAPA stores is aand Traction wholesalers are significant suppliersuppliers to the mining and forestry industries. The NAPA stores and Traction wholesalers in Canada include approximately 184183 company owned stores, 3212 joint venture orventures and 25 progressive owners in which NAPA Canada/UAP owns a 50% interest and approximately 477481 independently owned stores. NAPA and Traction operations supply bannered installers and independent installers in all provinces of Canada, as well as networks of service stationstations and repair shops operating under the banners of national accounts. UAP is a licensee of the NAPA^® name in Canada.

In Canada, Altrom Canada operates 15three import automotive parts distribution centers.centers and 10 branches. In the United States, Altrom America operates two import automotive parts distribution centers.

In Australia and New Zealand, GPC Asia Pacific, originally established in 1922, is a leading distributor of automotive replacement parts and accessories. GPC Asia Pacific operates eight distribution centers, 405 Repco stores and 76 branches associated with the Ashdown Ingram, Motospecs, McLeod and RDA Brakes operations.

In Mexico, Auto Todo owns and operates 1110 distribution centers, four auto parts stores and four tire centers. NAPA Mexico owns and operates one distribution center and seven auto parts stores. Auto Todo is a licenseeand NAPA Mexico are licensees of the NAPA^® name in Mexico.

The Company’s domestic distribution centers serve approximately 4,7504,900 independently owned NAPA AUTO PARTS stores located throughout the United States. NAPA AUTO PARTS stores, in turn, sell to a wide variety of customers in the automotive aftermarket. Collectively, these independent automotive parts stores

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Index to Financial Statements

account for approximately 66%64% of the Company’s total U.S. Automotive sales and 27%25% of the Company’s total sales, with no automotive parts store or group of automotive parts stores with individual or common ownership accounting for more than 0.25% of the total sales of the Company.

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Products.    Distribution centers have access to over 435,000approximately 459,000 different parts and related supply items. Each item is cataloged and numbered for identification and accessibility. Significant inventories are carried to provide for fast and frequent deliveries to customers. Most orders are filled and shipped the same day as they are received. The majority of sales are paid from statements with varied terms and conditions. The Company does not manufacture any of the products it distributes. The majority of products are distributed under the NAPA^® name, a mark licensed to the Company by NAPA, which is important to the sales and marketing of these products. Traction sales also include products distributed under the HD Plus name, a proprietary line of automotive parts for the heavy duty truck market.

Related Operations.    Balkamp, a wholly-owned subsidiary of the Company, distributes a wide variety of replacement parts and accessory items for passenger cars, heavy-duty vehicles, motorcycles and farm equipment. In addition, Balkamp distributes service items such as testing equipment, lubricating equipment, gauges, cleaning supplies, chemicals and supply items used by repair shops, fleets, farms and institutions. Balkamp packages many of the 58,00040,000 products, which constitute the “Balkamp” line of products that are distributed tothrough the members of NAPA.NAPA system. These products are categorized into over 250230 different product groupscategories purchased from approximately 600400 domestic suppliers and over 100 foreign manufacturers. Balkamp has two distribution centers located in Plainfield, Indiana, and West Jordan, Utah. In addition, Balkamp operates two redistribution centers that provide the NAPA system with over 1,0001,150 SKUs of oils chemicals and procurement items.chemicals. BALKAMP^®, a federally registered trademark, is important to the sales and marketing promotions of the Balkamp organization.

The Company, through its Rayloc division, operates four facilities where certain small automotive parts are distributed tothrough the members of NAPA system under the NAPA^® brand name. Rayloc^® is a mark licensed to the Company by NAPA.

The Company’s Heavy Vehicle Parts Group operates as TW Distribution, with one warehouse location in Atlanta, Georgia, which serves 2321 Traction Heavy Duty parts stores in the United States, of which 1514 are company-owned and eight are independently owned. This group distributes heavy vehicle parts through the NAPA system and direct to small fleet owners and operators.

Segment Data.    In the yearyears ended December 31, 2011,2014 and 2013, sales from the Automotive Parts Group were approximately 49%53% of the Company’s net sales, as compared to 50%49% in 2010 and 52% in 2009.2012. For additional segment information, see Note 1110 of Notes to Consolidated Financial Statements beginning on page F-1.

Service to NAPA AUTO PARTS Stores.    The Company believes that the quality and the range of services provided to its automotive parts customers constitute a significant advantage for its automotive parts distribution system. Such services include fast and frequent delivery, parts cataloging (including the use of electronic NAPA AUTO PARTS catalogs) and stock adjustment through a continuing parts classification system which, as initiated by the Company from time to time, allows independent retailers (“jobbers”) to return certain merchandise on a scheduled basis. The Company offers its NAPA AUTO PARTS store customers various management aids, marketing aids and service on topics such as inventory control, cost analysis, accounting procedures, group insurance and retirement benefit plans, as well as marketing conferences and seminars, sales and advertising manuals and training programs. Point of sale/inventory management is available through TAMS^® (Total Automotive Management Systems), a computer system designed and developed by the Company for the NAPA AUTO PARTS stores.

In association with NAPA, theThe Company has developed and refined an inventory classification system to determine optimum distribution center and auto parts store inventory levels for automotive parts stocking based on automotive registrations, usage rates, production statistics, technological advances and other similar factors. This system, which undergoes continuous analytical review, is an integral part of the Company’s inventory control procedures and comprises an important feature of the inventory management services that the Company makes available to its NAPA AUTO PARTS store customers. Over the last 20 years, losses to the Company from obsolescence have been insignificant and the Company attributes this to the successful operation of its classification system, which involves product return privileges with most of its suppliers.

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Index to Financial Statements

Competition.    The automotive parts distribution business is highly competitive. The Company competes with automobile manufacturers (some of which sell replacement parts for vehicles built by other manufacturers

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as well as those that they build themselves), automobile dealers, warehouse clubs and large automotive parts retail chains. In addition, the Company competes with the distributing outlets of parts manufacturers, oil companies, mass merchandisers including(including national retail chains,chains), and with other parts distributors and retailers. The Automotive Parts Group competes primarily on product offering, service, brand recognition and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

NAPA.    The Company is athe sole member of the National Automotive Parts Association, a voluntary association formed in 1925 to provide nationwide distribution of automotive parts. NAPA, which neither buys nor sells automotive parts, functions as a trade association and whose memberssole member in 20112014 owned and operated 6460 distribution centers located throughout the United States, 58 of which were owned and operated by the Company.States. NAPA develops marketing concepts and programs that may be used by its members.members which, at December 31, 2014, includes only the Company. It is not involved in the chain of distribution.

Among the automotive lines that each NAPA member purchases and distributesproducts purchased by the Company from its manufacturers for distribution are certain lines designated, cataloged, advertised and promoted as “NAPA” lines. The members areCompany is not required to purchase any specific quantity of parts so designated and may, and do,does, purchase competitive lines from the same as well as other supply sources.

The Company and the other NAPA members useuses the federally registered trademark NAPA^® as part of the trade name of theirits distribution centers and parts stores. The Company contributes to NAPA’s national advertising program, which is designed to increase public recognition of the NAPA name and to promote NAPA product lines.

The Company is a party, together with otherthe former members of NAPA, and NAPA itself, to a consent decree entered by the Federal District Court in Detroit, Michigan, on May 4, 1954. The consent decree enjoins certain practices under the federal antitrust laws, including the use of exclusive agreements with manufacturers of automotive parts, allocation or division of territories among severalthe Company and former NAPA members, fixing of prices or terms of sale for such parts among such members, and agreements to adhere to any uniform policy in selecting parts customers or determining the number and location of, or arrangements with, auto parts customers.

INDUSTRIAL PARTS GROUP

The Industrial Parts Group is operated as Motion Industries, Inc. (“Motion”), a wholly-owned subsidiary of the Company headquartered in Birmingham, Alabama. Motion distributes industrial replacement parts and related supplies such as bearings, mechanical and electrical power transmission, industrial automation, hose, hydraulic and pneumatic components, industrial supplies and material handling products to MRO (maintenance, repair and operation) and OEM (original equipment manufacturer) customers throughout the United States, Canada and Mexico.

In Canada, industrial parts are distributed by Motion Industries (Canada), Inc. (“Motion Canada”) and BC Bearing Engineers Limited.. The Mexican market is served by Motion Mexico S.S de R.L.RL de C.V.CV (“Motion Mexico”). These organizations operate in the Company’s North American structure.

In January 2011, the Company acquired Dayton Supply & Tool and D.P. Brown, two U.S. distributors of industrial supplies and belting and power transmission parts and supplies, respectively. In July 2011, the Company acquired Tarrant Hydraulics, a U.S. distributor in the hydraulics and associated services business.

As of December 31, 2011,2014, the Industrial Parts Group served more than 150,000 customers in all types of industries located throughout North America, including the food and beverage, forest products, primary metal, pulp and paper, mining, automotive, oil and gas, petrochemical and pharmaceutical industries; as well as strategically targeted specialty industries such as power generation, wastewater treatment facilities, wind power generation, solar power, government projects, pipelines, railroad, ports, and others. Motion services all manufacturing and processing industries with access to a database of 4.85.9 million parts. Additionally, Motion provides U.S. government agencies access to approximately 585,000400,000 products and replacement parts through a Government Services Administration (GSA) schedule.

Effective January 31, 2014, Motion Canada acquired Commercial Solutions Inc. (“CSI”), which at that time was a public company traded on the Toronto Stock Exchange under the ticker symbol “CSA.” CSI’s shares were

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Index to Financial Statements

delisted following the acquisition. Headquartered in Edmonton, Alberta, CSI is an independent national distributor of industrial supplies, including bearings and power transmission products, complete solutions for drilling rigs and industrial and safety supplies. Its customers represent a broad cross-section of industries and are served from 22 locations across Canada and one in the U.S., generating approximately $100 million in annual revenues.

Effective February 2, 2015, Motion acquired Miller Bearings, a regional industrial distributor of bearings, power transmission products, industrial supplies, hydraulic and pneumatic components. Headquartered in Orlando, Florida, Miller operates 17 branch locations throughout the state and one distribution center. In addition, Miller has an export office providing industrial MRO products to Puerto Rico, the Dominican Republic and other Caribbean customers. Miller is expected to generate approximately $40 million in annual revenues.

The Industrial Parts Group provides customers with supply chain efficiencies achieved through the company’s Inventory Management Solutions offering. This service provides inventory management, asset repair and logistical solutions coupled with Motion’s vast product knowledge and system capabilities. The

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Company meets the MRO demand of a large and fragmented market with high levels of service in the areas oftracking, vendor managed inventory commonly referred to as VMI, as well as RFID asset management inventoryof the customer’s inventory. Motion’s Energy Services Team routinely performs in-plant surveys and logistics management, product applicationassessments, helping customers reduce their energy consumption and utilization management processes.finding opportunities for improved sustainability, ultimately helping customers operate more profitably. Motion also provides a wide range of services and repairs such as: gearbox and fluid power assembly repair, process pump assembly and repair, hydraulic drive shaft repair, electrical panel assembly and repair, hose and gasket manufacture and assembly, as well as many other value-added services. A highly developed supply chain with vendor partnerships and customer connectivity are enhanced by Motion’s leading e-business capabilities, such as MiSupplierConnect, which provides integration between the Company’s information technology network and suppliers’ systems, creating numerous benefits for both the supplier and customer. These services and supply chain efficiencies assist Motion in meeting the cost savings that many of its customers require and expect.

Distribution System.    In North America, the Industrial Parts Group operated 473523 branches, 1015 distribution centers and 5339 service centers as of December 31, 2011.2014. The distribution centers stock and distribute more than 109,000260,000 different items purchased from more than 9001,100 different suppliers. The service centers provide hydraulic, hose and mechanical repairs for customers. Approximately 32%38% of 20112014 total industrial product purchases were made from 10 major suppliers. Sales are generated from the Industrial Parts Group’s branches located in 4749 states, Puerto Rico, nine provinces in Canada, and Mexico. Each branch has warehouse facilities that stock significant amounts of inventory representative of the products used by customers in the respective market area served.

Products.    The Industrial Parts Group distributes a wide variety of parts and products to its customers, which are primarily industrial concerns. Products include such items as hoses, belts, bearings, pulleys, pumps, valves, chains, gears, sprockets, speed reducers, electric motors, and industrial supplies. In recent years, Motion expanded its offering to include systems and automation products in response to the increasing sophistication of motion control and process automation for full systems integration of plant equipment. Manufacturing trends and government policies have led to opportunities in the “green” and energy-efficient product markets, focusing on product offerings such as energy-efficient motors and drives, recyclable and environmentally friendly parts and supplies. The nature of this group’s business demands the maintenance of adequate inventories and the ability to promptly meet demanding delivery requirements. Virtually all of the products distributed are installed by the customer or used in plant and facility maintenance activities. Most orders are filled immediately from existing stock and deliveries are normally made within 24 hours of receipt of order. The majority of all sales are on open account. Motion has ongoing purchase agreements with existing customers that represent approximately 38%50% of the annual sales volume.

Supply Agreements.    Non-exclusive distributor agreements are in effect with most of the Industrial Parts Group’s suppliers. The terms of these agreements vary; however, it has been the experience of the Industrial Parts Group that the custom of the trade is to treat such agreements as continuing until breached by one party or until terminated by mutual consent. Motion has return privileges with most of its suppliers, which has protected the Company from inventory obsolescence.

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Index to Financial Statements

Segment Data.    In the yearyears ended December 31, 2011,2014 and 2013, sales from the Company’s Industrial Parts Group approximated 33%31% of the Company’s net sales, as compared to 31%34% in 2010 and 29% in 2009.2012. For additional segment information, see Note 1110 of Notes to Consolidated Financial Statements beginning on page F-1.

Competition.    The industrial parts distribution business is highly competitive. The Industrial Parts Group competes with other distributors specializing in the distribution of such items, general line distributors and others who provide similar services. To a lesser extent, the Industrial Parts Group competes with manufacturers that sell directly to the customer. The Industrial Parts Group competes primarily on the breadth of product offerings, service and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

OFFICE PRODUCTS GROUP

The Office Products Group, operated through S. P. Richards Company (“S. P. Richards”), a wholly ownedwholly-owned subsidiary of the Company, is headquartered in Atlanta, Georgia. S. P. Richards is engaged in the wholesale distribution of a broad line of office and other business related products to business product resellers thatthrough a diverse customer base of resellers. These products are used in the daily operation ofhomes, businesses, schools, offices, and other institutions. Office products fall into the general categories of computer supplies, imaging products, office furniture, office machines,technology products, general office products,and school supplies, cleaning, janitorial, and breakroom supplies, safety and security items, healthcare products and disposable food service products.

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The Office Products Group is represented in Canada through S. P. Richards Canada, a wholly-owned subsidiary of the Company headquartered near Toronto, Ontario. S. P. Richards Canada services office product resellers throughout Canada from locations in Vancouver, Toronto, Calgary, Edmonton and Winnipeg.

Effective February 1, 2014, S. P. Richards acquired the assets of Garland C. Norris Company, Inc. (“GCN”), headquartered in Apex, North Carolina. GCN is a regional wholesale distributor of food service disposables and janitorial and cleaning supplies, with annual revenues of approximately $35 million.

Effective July 1, 2014, S. P. Richards acquired Impact Products, LLC (“Impact”), headquartered in Toledo, Ohio. Impact is a leading value-added provider of facility, janitorial and safety supplies, with annual revenues of approximately $85 million. Its broad customer base is served from distribution centers in Toledo and Walnut, California.

Effective January 2, 2015, S. P. Richards acquired JAL Associates Inc (“JAL”). JAL is a regional wholesaler of office furniture with locations in Landover, Maryland and Philadelphia, Pennsylvania, and expected annual revenues of approximately $12 million.

Distribution System.    The Office Products Group distributes more than 50,00061,000 items to over 4,000 business product5,200 resellers and distributors throughout the United States and Canada from a network of 42 distribution centers. In 2011, the Company relocated its Dallas operation to a highly automated, state of the art facility and it completed energy conservation projects to create better lighting and lower energy requirements in 1044 distribution centers. This group’s network of strategically located distribution centers provides overnight delivery of the Company’s comprehensive product offering. In September of 2014, the Company relocated its Sacramento, California distribution center to a larger, state of the art facility. Approximately 50%41% of the Company’s 20112014 total office products purchases were made from 10 major suppliers.

The Office Products Group sells strictly to resellersa wide variety of office products.resellers. These resellers include independently owned office product dealers, national office product superstores and mass merchants, large contract stationers, mail order companies, Internet resellers, college bookstores, military base stores, office furniture dealers, value-added technology resellers, business machine dealers, janitorial and college bookstores.sanitation supply distributors, safety product resellers and food service distributors. Resellers are offered comprehensive marketing programs, which include print and electronic catalogs and flyers, electronicdigital content and email campaigns for reseller websites, and education and training resources. In addition, world class market analytics programs are made available to qualified resellers.

Products.    The Office Products Group distributes computer suppliestechnology products and consumer electronics including storage media, printer supplies, iPad, iPhone and computer accessories;accessories, calculators, shredders, laminators, copiers, printers, fitness bracelets and digital cameras; office furniture including desks, credenzas, chairs, chair mats, partitions,

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Index to Financial Statements

office suites, panel systems, file, mobile and storage cabinets and computer furniture; office machines including telephones, answering machines, calculators, fax machines, multi-function copiers, printers, digital cameras, televisions, laminators and shredders;workstations; general office supplies including desk accessories, business forms, accounting supplies, binders, filing supplies, report covers, writing instruments, envelopes, note pads, copy paper, mailroom and shipping supplies, drafting supplies and audiovisual supplies; school supplies including bulletin boards, teaching aids and art supplies; healthcare products including first aid supplies, gloves, exam room supplies and accessories;furnishings, cleaners and waste containers; janitorial supplies includingand cleaning supplies, paper towels and trash can liners andsupplies; safety supplies; disposable food service products; and breakroom supplies including napkins, utensils, snacks and beverages. S. P. Richards has return privileges with most of its suppliers, which have protected the Company from inventory obsolescence.

While the Company’s inventory includes products from nearly 600700 of the industry’s leading manufacturers worldwide, S. P. Richards also markets products under its eightnine proprietary brands. These brands include: Sparco^TM, an economical line of office supply basics; Compucessory^®, a line of computer accessories; Lorell^TM®, a line of office furniture; NatureSaver^®, an offering of recycled products; Elite Image^®, a line of new and remanufactured toner cartridges, premium papers and labels; Integra^TM, a line of writing instruments; Genuine Joe^®, a line of cleaning and breakroom products; and Business Source^®, a line of basic office supplies available only to independent resellers.resellers; and Lighthouse, a brand of janitorial and cleaning products offered through the GCN business. The Company’s Impact business also offers an additional series of proprietary brands that are product based and solution-specific oriented. Through the Company’s FurnitureAdvantage^TM program, S. P. Richards provides resellers with an additional 7,00011,000 furniture items made available to consumers in 7 to 10 business days. The Company also offers PrintSmart^TM, a fully featured managed print solution allowing resellers to serve the changing needs of the print environment.

Segment Data.    In the year ended December 31, 2011,2014, sales from the Company’s Office Products Group approximated 14%11% of the Company’s net sales, as compared to 15%12% in 20102013 and 16%13% in 2009.2012. For additional segment information, see Note 1110 of Notes to Consolidated Financial Statements beginning on page F-1.

Competition.    The office products distribution business is highly competitive. In the distribution of its product offering to resellers, S. P. Richards competes with many other wholesale distributors, as well as with certain manufacturers of office products. S. P. Richards competes primarily on price, product offerings, service, marketing programs, brand recognition and brand recognition.price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

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ELECTRICAL/ELECTRONIC MATERIALS GROUP

The Electrical/Electronic Materials Group, was formed on July 1, 1998 through the acquisition ofoperated as EIS, Inc. (“EIS”), a wholly-owned subsidiary of the Company, is headquartered in Atlanta, Georgia. This GroupEIS distributes materials to more than 20,000 electrical and electronic manufacturers, as well as industrial assembly and specialty wire and cable markets in North America. With 3949 branch locations in the United States, Puerto Rico, the Dominican Republic, Mexico and Canada, this GroupEIS distributes over 100,000 items including wire and cable, insulating and conductive materials, assembly tools and test equipment. EIS also has threeseven manufacturing facilities that provide custom fabricated parts.parts and custom coated materials.

In August 2011,Effective February 1, 2014, EIS acquired the Company acquired Cobra Wireassets of Electro-Wire, Inc. (“Electro-Wire”). Headquartered in Schaumburg, Illinois, Electro-Wire is a North American distributor and Cable, Inc., acontract manufacturer of specialty wire and cable distributorproducts with threefour locations in the U.S. locations.and primarily serving the telecom and transit markets. Electro-Wire generates approximately $100 million in annual revenues.

Effective August 1, 2014, EIS acquired the assets of Insulation and Wires, Inc. (“IWI”), based in Oklahoma City, Oklahoma. IWI is an electrical distribution company with estimated annual revenues of $15 million.

Distribution System.    The Electrical/Electronic Materials Group provides distribution services to OEM’s, motor repair shops, specialty wire and cable users and a broad variety of industrial assembly markets. EIS actively utilizes its e-commerce Internet site to present its products to customers while allowing these on-line visitors to conveniently purchase from a large product assortment.

Electrical and electronic, industrial assembly, and wire and cable products are distributed from warehouse locations in major user markets throughout the United States, as well as in Mexico, Canada, Puerto Rico, and Canada.the Dominican Republic. EIS has return privileges with some of its suppliers, which have protected the Company from inventory obsolescence.

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Index to Financial Statements

Products.    The Electrical/Electronic Materials Group distributes a wide variety of products to customers from over 350400 vendors. These products include custom fabricated flexible materials that are used as components within a customer’s manufactured finished product in a variety of market segments. Among the products distributed and fabricated are such items as magnet wire, conductive materials, electrical wire and cable, insulating and shielding materials, assembly tools, test equipment, adhesives and chemicals, pressure sensitive tapes, solder, anti-static products, and thermal management products.products and coated films. To meet the prompt delivery demands of its customers, this Group maintains large inventories. The majority of sales are on open account. Approximately 45%55% of 20112014 total Electrical/Electronic Materials Group purchases were made from 10 major suppliers.

Integrated Supply.    The Electrical/Electronic Materials Group’s integrated supply programs are a part of the marketing strategy, as a greater number of customers — especially national accounts — are given the opportunity to participate in this low-cost, high-service capability. The GroupEIS has developed AIMS^™ (Advanced Inventory Management Solutions System), a totally integrated, highly automated solution for inventory management. The Group’sEIS’ Integrated Supply offering also includes SupplyPro,AIMS EASI, an electronic vending dispenser used to eliminate costly tool cribs, or in-house stores, at customer warehouse facilities.

Segment Data.    In the yearsyear ended December 31, 2011 and 2010,2014, sales from the Company’s Electrical/Electronic Materials Group approximated 4%5% of the Company’s net sales, as compared to 3%4% in 2009.2013 and 2012. For additional segment information, see Note 1110 of Notes to Consolidated Financial Statements beginning on page F-1.

Competition.    The electrical and electronics distribution business is highly competitive. The Electrical/Electronic Materials Group competes with other distributors specializing in the distribution of electrical and electronic products, general line distributors and, to a lesser extent, manufacturers that sell directly to customers. EIS competes primarily on factors of price, product offerings, service and service.engineered solutions. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

FORWARD-LOOKING STATEMENTS

Some statements in this report, as well as in other materials we file with the SEC or otherwise release to the public and in materials that we make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking. Forward-

7

lookingForward-looking statements may relate, for example, to future operations, prospects, strategies, financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services. The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated in our forward-looking statements as a result of various important factors. Such factors include, but are not limited to, those discussed below.

Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Forms 10-Q, Form 8-K and other reports to the SEC.

Set forth below are the material risks and uncertainties that, if they were to occur, could materially and adversely affect our business or could cause our actual results to differ materially from the results contemplated by the forward-looking statements in this report and in the other public statements we make. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition, results of operations or the trading price of our securities.

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Index to Financial Statements

We may not be able to successfully implement our business initiatives in each of our four business segments to grow our sales and earnings, which could adversely affect our business, financial condition, results of operations and cash flows.

We have implemented numerous initiatives in each of our four business segments to grow sales and earnings, including the introduction of new and expanded product lines, strategic acquisitions, geographic expansion (including through acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our business, financial condition, results of operations and cash flows could be adversely affected.

Successful implementation of these initiatives also depends on factors specific to the automotive parts industry and the other industries in which we operate and numerous other factors that may be beyond our control. In addition to the other risk factors contained in this “Item 1A. Risk Factors”, adverse changes in the following factors could undermine our business initiatives and have a material adverse effect on our business, financial condition, results of operations and cash flows:

Our business will be adversely affected if demand for our products slows.

Our business depends on customer demand for the products that we distribute. Demand for these products depends on many factors.

With respect to our automotive group, the primary factors are:

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Index to Financial Statements

With respect to our industrial parts group, the primary factors are:

8

With respect to our office products group, the primary factors are:

With respect to our electrical/electronic materials group, the primary factors are:

Uncertainty and/or deterioration in general macro-economic conditions, including unemployment, inflation or deflation, highchanges in energy costs, uncertain credit markets, or other economic conditions, could have a negative impact on our business, financial condition, results of operations and cash flows.

Our business and operating results have been and may in the future be adversely affected by uncertain global economic conditions, including domestic outputs, employment rates, inflation or deflation, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, interest rates, volatile exchange rates, and other challenges that could affect the global economy. Both our commercial and retail customers may experience deterioration of their financial resources, which could result in existing or potential customers delaying or canceling plans to purchase our products. Our vendors could experience similar conditions, which could impact their ability to fulfill their obligations to us. Future weakness in the global economy could adversely affect our business, results of operations, financial condition and cash flows in future periods.

We face substantial competition in the industries in which we do business.

The sale of automotive and industrial parts, office products and electrical materials is highly competitive and impacted by many factors, including name recognition, product availability, customer service, changing customer preferences, store location, and pricing pressures. Because we seek to offer competitive prices, if our competitors reduce their prices, we may be forced to reduce our prices, which could result in a material decline in

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Index to Financial Statements

our revenues and earnings. Increased competition among distributors of automotive and industrial parts, office products and electronic materials, including internet-related initiatives, could cause a material adverse effect on our results of operations. The Company anticipates no decline in competition in any of its four business segments in the foreseeable future.

In particular, the market for replacement automotive parts is highly competitive and subjects us to a wide variety of competitors. We compete primarily with national and regional auto parts chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replacement parts and accessories, mass merchandisers and wholesale clubs that sell automotive products and regional and local full service automotive repair shops, both new and established. Furthermore, the automotive aftermarket has experienced consolidation in recent years. Consolidation among our competitors could further enhance their financial position, provide them with the ability to provide more competitive prices to customers for whom we compete, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers. If we are unable to continue to develop successful competitive strategies or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.

We depend on our relationships with our vendors, and a disruption of our vendor relationships or a disruption in our vendors’ operations could harm our business.

As a distributor of automotive parts, industrial parts, office products and electrical/electronic materials, our business depends on developing and maintaining close and productive relationships with our vendors. We depend on our vendors to sell us quality products at favorable prices. Many factors outside our control, including, without limitation, raw material shortages, inadequate manufacturing capacity, labor disputes, transportation disruptions or weather conditions, could adversely affect our vendors’ ability to deliver to us quality merchandise at favorable prices in a timely manner. Furthermore, financial or operational difficulties with a particular vendor could cause that vendor to increase the cost of the products or decrease the quality of the products we purchase from it. Vendor consolidation could also limit the number of suppliers from which we may purchase products and could materially affect the prices we pay for these products. In our automotive business, the number of vendors could decrease considerably, and the prices charged to us by the remaining vendors could increase, to the extent that vehicle production slows due to a decline in consumer spending and, possibly, the failure of one or more of the large automobile manufacturers. Weother economic factor. In addition, we would suffer an adverse impact if our vendors limit or cancel the return privileges that currently protect us from inventory obsolescence.

We face substantial competitionIf we experience a security breach, if our internal information systems fail to function properly or if we are unsuccessful in the industries in which we do business.implementing, integrating or upgrading our information systems, our business operations could be materially affected.

The saleWe depend on information systems to process customer orders, manage inventory and accounts receivable collections, purchase products, manage accounts payable processes, ship products to customers on a timely basis, maintain cost effective operations, provide superior service to customers and accumulate financial results. Despite our implementation of automotivesecurity measures, our IT systems are vulnerable to damages from computer viruses, natural disasters, unauthorized physical or electronic access, power outages, computer system or network failures, cyber-attacks and industrial parts, office productsother similar disruptions. Maintaining and electrical materials is highly competitiveoperating these measures requires continuous investments, which the Company has made and impacted by many factors, including name recognition, product availability, customer service, anticipating changing customer preferences, store location, and pricing pressures. Because we seekwill continue to offer competitive prices, if our competitors reduce their prices, we may be forced to reduce our prices, whichmake. A security breach could result in a material decline insensitive data being lost, manipulated or exposed to unauthorized persons or to the public.

A serious prolonged disruption of our revenues and earnings. Increased competition among distributors of automotive and industrial parts, office products and electronic materials, including internet-related initiatives, could cause a material adverse effect on our results of operations. The Company anticipates no decline in competition ininformation systems for any of its fourthe above reasons could materially impair fundamental business segments in the foreseeable future.processes and increase expenses, decrease sales or otherwise reduce earnings. Furthermore, such a breach may harm our reputation and business prospects and subject us to legal claims if there is loss, disclosure or misappropriation of or access to our customers’ information. As threats related to cyber security breaches develop and grow, we may also find it necessary to make further investments to protect our data and infrastructure.

912

In particular, the market for replacement automotive parts is highly competitive and subjects us

Index to a wide variety of competitors. We compete primarily with national and regional auto parts chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replacement parts and accessories, mass merchandisers and wholesale clubs that sell automotive products and regional and local full service automotive repair shops. Furthermore, the automotive aftermarket has experienced consolidation in recent years. Consolidation among our competitors could further enhance their financial position, provide them with the ability to provide more competitive prices to customers for whom we compete, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers. If we are unable to continue to develop successful competitive strategies or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.

We may not be able to successfully implement our business initiatives in each of our four business segments to grow our sales and earnings, which could adversely affect our business, financial condition, results of operations and cash flows.

We have implemented numerous initiatives in each of our four business segments to grow sales and earnings, including the introduction of new and expanded product lines, geographic expansion (including acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our business, financial condition, results of operations and cash flows could be adversely affected.

Successful implementation of these initiatives also depends on factors specific to the automotive parts industry and the other industries in which we operate and numerous other factors that may be beyond our control. In addition to the other risk factors contained in this “Item 1A. Risk Factors”, adverse changes in the following factors could undermine our business initiatives and have a material adverse affect on our business, financial condition, results of operations and cash flows:

the competitive environment in our end markets may force us to reduce prices below our desired pricing level or to increase promotional spending;

our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely manner;

our ability to successfully enter new markets;

our ability to effectively manage our costs;

our ability to continue to grow through acquisitions and successfully integrate acquired businesses in our existing operations; and

the economy in general.

Financial Statements

Because we are involved in litigation from time to time and are subject to numerous laws and governmental regulations, we could incur substantial judgments, fines, legal fees and other costs.

We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various actions. The damages sought against us in some of these litigation proceedings are substantial. Although we maintain liability insurance for some litigation claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, this could have a material adverse affecteffect on our business, financial condition, results of operations and cash flows.

Additionally, we are subject to numerous federal, state and local laws and governmental regulations relating to taxes, environmental protection, product quality standards, building and zoning requirements, as well as employment law matters. If we fail to comply with existing or future laws or regulations, we may be subject to governmental or judicial fines or sanctions, while incurring substantial legal fees and costs. In addition, our capital expenses could increase due to remediation measures that may be required if we are found to be noncompliant with any existing or future laws or regulations.

We recognize the growing demand for business-to-business and business-to-customer e-commerce options, and we could lose business if we fail to provide the e-commerce options our customers wish to use.

Our success in e-commerce depends on our ability to accurately identify the products to make available through e-commerce platforms across our business segments, and to establish and maintain such platforms to provide the highest level of data security to our customers on and through the platforms our customers wish to use (including mobile) with rapidly changing technology in a highly competitive environment.

We are dependent on key personnel and the loss of one or more of those key personnel could harm our business.

Our future success significantly depends on the continued services and performance of our key management personnel. We believe our management team’s depth and breadth of experience in our industry is integral to executing our business plan. We also will need to continue to attract, motivate and retain other key personnel. The loss of services of members of our senior management team or other key employees, the inability to attract additional qualified personnel as needed or failure to plan for the succession of senior management and key personnel could have a material adverse effect on our business.

10

Not applicable.

The Company’s headquarters and Automotive Parts Group headquarters are located in two office buildings owned by the Company in Atlanta, Georgia.

The Company’s Automotive Parts Group currently operates 5860 NAPA Distribution Centers in the United States distributed among eightten geographic divisions. Approximately 90% of the distribution center properties are owned by the Company. At December 31, 2011,2014, the Company operated approximately 9501,100 NAPA AUTO PARTS stores located in 4245 states, and the Company owned either a noncontrolling or controlling interest in 47114 additional auto parts stores in fournine states. Other than NAPA AUTO PARTS stores located within Company owned distribution centers, the majority of the automotive parts stores in which the Company has an ownership interest wereare operated in leased facilities. In addition, NAPA Canada/UAP operates 12 distribution centers and approximately 184195 automotive parts and Traction stores in Canada, andCanada. In Mexico, Auto Todo operates eleven10 distribution centers and eight automotive parts stores and tire centers, and NAPA Mexico operates one distribution center and seven automotive parts stores. These operations in Mexico.both Canada and Mexico are conducted in leased facilities. GPC Asia Pacific operates throughout Australia and New Zealand with eight distribution centers, 405 Repco stores and 76 branches associated with the Ashdown Ingram, Motospecs, McLeod and RDA Brakes operations. These distribution center, store and branch operations are conducted in leased facilities.

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Index to Financial Statements

The Company’s Automotive Parts Group also operates four Balkamp distribution/distribution and redistribution centers, four Rayloc distribution facilities and two transfer and shipping facilities. Nearly all of the Balkamp and Rayloc operations are conducted in facilities owned by the Company. Altrom Canada operates 1513 import parts distribution centers and branches, and Altrom America operates two import parts distribution centers. The Heavy Vehicle Parts Group operates one TW distribution center, which serves 2321 Traction stores of which 1514 are company owned and located in the U.S. These operations are conducted in leased facilities.

The Company’s Industrial Parts Group, operating through Motion and Motion Canada, operates ten15 distribution centers, 5339 service centers and 473523 branches. Approximately 90% of these brancheslocations are operated in leased facilities.

The Company’s Office Products Group operates 3739 facilities in the United States and five facilities in Canada distributed among the Group’s five geographic divisions. Approximately 75% of these facilities are operated in leased buildings.

The Company’s Electrical/Electronic Materials Group operates in 3650 locations in the United States, one location in Puerto Rico, one location in the Dominican Republic, three locations in Mexico and one location in Canada. All of this Group’s 4256 facilities are operated in leased buildings except one facility, which is owned.buildings.

We believe that our facilities on the whole are in good condition, are adequately insured, are fully utilized and are suitable and adequate for the conduct of our current operations.

For additional information regarding rental expense on leased properties, see Note 4 of Notes to Consolidated Financial Statements beginning on page F-1.

The Company is subject to various legal and governmental proceedings, many involving routine litigation incidental to the businesses, including approximately 2,1003,000 product liability lawsuits resulting from its national distribution of automotive parts and supplies. Many of these involve claims of personal injury allegedly resulting from the use of automotive parts distributed by the Company. While litigation of any type contains an element of uncertainty, the Company believes that its defense and ultimate resolution of pending and reasonably anticipated claims will continue to occur within the ordinary course of the Company’s business and that resolution of these claims will not have a material effect on the Company’s business, results of operations or financial condition.

Not applicable.

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Index to Financial Statements

PART IIII..

Market Information Regarding Common Stock

The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol “GPC”. The following table sets forth the high and low sales prices for the common stock per quarter as reported on the New York Stock Exchange and dividends per share of common stock paid during the last two fiscal years:

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Index to Financial Statements

Stock Performance Graph

Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on the Company’s Common Stock against the cumulative total shareholder return of the Standard and Poor’s 500 Stock Index and a peer group composite index structured by the Company as set forth below for the five year period that commenced December 31, 20062009 and ended December 31, 2011.2014. This graph assumes that $100 was invested on December 31, 20062009 in Genuine Parts Company Common Stock, the S&P 500 Stock Index (the Company is a member of the S&P 500, and its cumulative total shareholder return went into calculating the S&P 500 results set forth in the graph) and the peer group composite index as set forth below and assumes reinvestment of all dividends.

Comparison of five year cumulative total shareholder return

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

In constructing the peer group composite index (“Peer Index”) for use in the stock performance graph above, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization at December 31, 20062009 and including reinvestment of dividends) that compete with the Company in three industry segments: automotive parts, industrial parts and office products (each group of companies included in the Peer Index as competing with the Company in a separate industry segment is hereinafter referred to as a “Peer Group”). Included in the automotive parts Peer Group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the Peer Index results set forth in the performance graph). Included in the industrial parts Peer Group are Applied Industrial Technologies, Inc. and Kaman Corporation and included in the office products Peer Group is United Stationers Inc. The Peer Index does not break out a separate electrical/electronic peer group due to the fact that there is currently no true market comparative to EIS. The electrical/electronic component of sales is redistributed to the Company’s other segments on a pro rata basis to calculate the final Peer Index.

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Index to Financial Statements

In determining the Peer Index, each Peer Group was weighted to reflect the Company’s annual net sales in each industry segment. Each industry segment of the Company comprised the following percentages of the Company’s net sales for the fiscal years shown:

Holders

As of December 31, 2011,2014, there were 5,3244,962 holders of record of the Company’s common stock. The number of holders of record does not include beneficial owners of the common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Sales of Unregistered Securities

All of our sales of securities in 2011 were registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

The following table provides information about the purchases of shares of the Company’s common stock during the three month period ended December 31, 2011:2014:

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Index to Financial Statements

The following table sets forth certain selected historical financial and operating data of the Company as of the dates and for the periods indicated. The following selected financial data are qualified by reference to, and should be read in conjunction with, the consolidated financial statements, related notes and other financial information beginning on page F-1, as well as in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.

OVERVIEW

Genuine Parts Company is a service organization engaged in the distribution of automotive parts, industrial parts, office products and electrical/electronic materials. The Company hasWe have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. In 2011, theThe Company conducted business in 2014 throughout the United States, Canada, Australia, New Zealand, Mexico and Puerto Rico from approximately 1,9002,600 locations.

We recorded consolidated net sales of $12.5$15.3 billion for the year ended December 31, 2011,2014, an increase of 11%9% compared to $11.2$14.1 billion in 2010.2013. Consolidated net income for the year ended December 31, 20112014 was $565$711 million, up 19%4% from $476$685 million in 2010.2013. Before the one-time income adjustment in 2013 related to the acquisition of GPC Asia Pacific, net income was up 9%. The favorableCompany’s internal growth initiatives, including the positive impact of acquisitions, as well as effective cost management, which we discuss further below, served to drive our solid financial performance for the year. Each of our four business segments positively contributed to both our sales and earnings growth in 2014.

The 9% sales growth in 2014 follows an 8% revenue increase in 2013 and a 4.5% increase in revenues in 2012. The increase in net income in 2014 follows a 6% increase in net income in 2013 and a 15% increase in net income in 2012. In 2012, we experienced a relatively challenging sales environment and, in 2013, we continued to experience difficult market conditions in the Industrial, Electrical/Electronic and Office industries, that we serve combined with our internal growth initiatives drovewhile the Company’s strong performance in 2011.

The 11% sales growth in 2011 follows an 11% increase in revenues in 2010 and a 9% decrease in revenues in 2009. Our 19% increase in net income follows a 19% increase and 16% decrease in net income in 2010 and 2009, respectively. Throughout thisAutomotive business performed reasonably well. Over the three year period the Company has implementedof 2012 through 2014, our financial performance was positively impacted by a variety of initiatives in each of its four business segmentswe implemented to grow sales and earnings includingin each of our four businesses. Examples of such initiatives include strategic acquisitions, the introduction of new

18

Index to Financial Statements

and expanded product lines, geographic expansion, (including acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. The recovering economy served toWe discuss these initiatives further support the benefits of our internal growth initiatives in 2011 and 2010. In 2009, however, the effects of the economic slowdown, which we began to experience in the final quarter of 2008, adversely impacted the benefit of these initiatives.below.

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With regard to the December 31, 20112014 consolidated balance sheet, the Company’s cash balance of $525$138 million was consistent withcompares to cash of $530$197 million at December 31, 2010.2013. The Company’sCompany continues to maintain a strong cash position, was supported by the increase in net income and ongoing working capitaleffective asset management in 2011.2014. Accounts receivable increased by approximately 7%12%, relatively in-line with ourwhich compares to a 9% sales increase in the fourth quarter of the year, and inventory was up by less than 2%approximately 3%, includingor 1% before the impact of acquisitions. Accounts payable increased $66$285 million or 5%13% from the prior year. The Company has increased this line item over the last several yearsyear, due primarily to the combination of increased purchases, improved payment terms with certain suppliers and other ongoing payables initiatives.suppliers. Total debt outstanding at December 31, 20112014 was unchanged from $500$765 million, consistent with total debt at December 31, 2010.2013.

RESULTS OF OPERATIONS

Our results of operations are summarized below for the three years ended December 31, 2011, 20102014, 2013 and 2009.2012.

Net Sales

Consolidated net sales for the year ended December 31, 20112014 totaled $12.5$15.3 billion, an 11%a 9% increase from 20102013 and driven by revenue growth in each of our four business segments. The increase in sales volume and acquisitions across our four businesses each contributed 5% to our total sales growth, while currency negatively impacted total sales by 1%. The impact of product inflation varied by business in all four of our business segments for the second consecutive year. The Industrial2014 and, Electrical business segments experienced the greatest percentage increases for the year, as the manufacturing sector of the economy held steady and strong in 2011. These businesses also benefited from acquisitions in 2011. Sales for the Automotive business segment also continued their positive trend in 2011, primarily due to the benefits of well executed internal initiatives and the overall solid fundamentals in the automotive aftermarket. Cumulatively,cumulatively, prices in 2011 were up approximately 3%flat in the Automotive segment, up approximately 4%1.5% in the Industrial segment, up approximately 5%1.4% in the ElectricalOffice segment and up approximately 2%0.3% in the OfficeElectrical/Electronic segment. The Company is well positioned to improve sales in 2015.

Consolidated net sales for the year ended December 31, 20102013 totaled $11.2$14.1 billion, an 11%8% increase from 2009. All four of2012 driven by an 18.5% increase in the Automotive segment and offset by a 1% sales decrease in our business segments showednon-automotive businesses. Acquisitions, primarily in Automotive, but also in the Industrial and Electrical/Electronic businesses, contributed 7% to our total sales growth and increased sales volume accounted for the year.remaining 1%. The Industrialimpact of product inflation varied by business in 2013 and, Electrical business segments had the greatest percentage increases for 2010, as the manufacturing sector of the economy was much stronger in 2010 relative to 2009. These businesses also benefited from acquisitions in 2010. Sales for the Automotive business segmentcumulatively, prices were much improved in 2010 as well, primarily due to the benefits of well executed internal initiatives and the overall improvement in the economy. Cumulatively, prices in 2010 were up approximately 1%flat in the Automotive segment, up approximately 3%1% in the Industrial segment,and Electrical/Electronic segments and up approximately 4% in the Electrical segment and approximately flat0.5% in the Office segment.

Automotive Group

Net sales for the Automotive Group (“Automotive”) were $6.1$8.1 billion in 2011,2014, an increase of 8% from 2010. Sales improved2013. The increase in 2011 due tosales for the successful executionyear consists of a positive comparable store sales increase of approximately 6% and approximately 4% from acquisitions. These increases were offset by a 2% negative impact of currency associated with our automotive businesses in Canada, Australasia and Mexico. Automotive sales initiativeswere not materially impacted by product inflation. In 2014, Automotive revenues were up 23% in the first quarter, up 5% in the second quarter and up 4% in the ongoing solidthird and fourth quarters. The first quarter sales increase includes the impact of the GPC Asia Pacific acquisition, which was anniversaried on April 1, 2014. We believe that the underlying fundamentals in the automotive aftermarket, including the overall agingnumber and age of the vehicle populations. The positive fundamentalspopulation, remain solid and will serve to drive increasedsustained demand for automotive aftermarket maintenance and supply items.items in 2015. Based on these fundamentals and the internal growth initiatives in our Automotive revenuesbusiness, we expect to grow our sales for this group again in 2015.

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Index to Financial Statements

Net sales for Automotive were up 9%$7.5 billion in the first, second and third quarters, and were up 6%2013, an increase of 18.5% from 2012. The increase in the fourth quarter. Other factors impacting our Automotive sales for the year includewas primarily due to the April 1, 2013 acquisition of GPC Asia Pacific, formerly Exego, and the May 1, 2012 acquisition of Quaker City Motor Parts Co. (“Quaker City”). Combined, these acquisitions contributed approximately 15% to sales. Additionally, Automotive achieved a positive comparable store sales increase of approximately 4%, offset slightly by the 0.5% negative impact of currency associated with our Canadian business. Automotive sales were not materially impacted by product inflation or the effect of currency associated with our Canadian and Mexican businesses, which positively impacted sales by approximately 1%.

16

Net sales for Automotive were $5.6 billion in 2010, an increase of 7% from 2009. Sales improved in 2010 due to the successful execution of our sales initiatives and the stronger economy, which drove increased demand for automotive maintenance and supply items.businesses. In 2013, Automotive revenues were up 6%3% in the first quarter, followed by 7% increasesthen up 22% in the second and third quarters and a 9% increaseup 25% in the fourth quarter. Other factors impacting our Automotive sales for the year include the effect of currency, which positively impacted sales by approximately 2%.

Industrial Group

Net sales for Motion Industries, our Industrial Group (“Industrial”), were $4.2$4.8 billion in 2011,2014, an increase of 19% compared to 2010. Several factors8% from 2013. Sales volumes in Industrial were up approximately 4.5% from the prior year, while higher transaction values associated with product inflation added 1.5% and acquisitions contributed to the sales increase for this group, including the positive impact of their internal sales initiatives and the continued strength in the manufacturing sector of the economy served by Industrial. This was evidenced by the reported growth in the manufacturing industrial production and capacity utilization indices, which this group tends to track. Also in 2011, sales were positively impacted by acquisitions, which accounted for approximately 3% of Industrial’sto sales growth for the year, and the effectin 2014. These items were offset by a 1% negative impact of currency associated with our Canadian business, which positively impacted sales by less than 1%. As a result of these several factors,business. Industrial revenues were up 24%4% in the first quarter of 2011,2014, up 19%7% in the second quarter thenand up 18% and 13%10% in the third and fourth quarters, respectively.quarters. We expect the internal growth initiatives and relatively healthy industry conditions to provide us additional growth opportunities for our Industrial business in 2015.

Net sales for Industrial were $3.5$4.4 billion in 2010, an increase of 22%2013, down slightly compared to 2009.2012. Sales volumes in this business were down approximately 1% from the prior year, while higher transaction values associated with product inflation added 1% to sales in 2013. The slight positive impact of their internalon sales initiatives and the strong rebound in the manufacturing sector of the economy served by Industrial contributed to the sales increase for this group. Thisfrom acquisitions was evidencedoffset by the ongoing improvement in the manufacturing industrial production and capacity utilization indices. Also in 2010, sales were positively impacted by acquisitions, which accounted for approximately 5%slight negative impact of Industrial’s sales growth for the year. As a result of these several factors,currency associated with our Canadian business. Industrial revenues were up 9%down 2% in the first quarter of 2010, up 26%2013, down 1% in the second quarter, then up 29% and 24%down 2.5% in the third quarter and up 3% in the fourth quarters, respectively.quarter of 2013.

Office Group

Net sales for S. P. Richards, our Office Products Group (“Office”), were $1.7$1.8 billion in 2011, up 3%2014, an increase of 10% from 2010.2013. The increase in sales reflects a 4% increase in sales volume, a 1.4% increase in higher transaction values associated with price inflation and a 5% contribution from acquisitions. These items were offset by the slight negative impact of currency associated with our Canadian operations. In 2014, Office revenues began to stabilize in 2010experienced improving industry conditions, as evidenced by consistently stronger new jobs reports relative to prior year trends, and this group was able2013 as well as a strengthening U.S. GDP. These conditions combined with new business with a primary customer, effective July 1, 2014, served to make further progress in 2011. We were pleased to report growth for this business, despitedrive the ongoing difficult environmentincreased sales volume for the office products industry, which we attribute to the generally slow recovery of white collar employment levels in the U.S.year. Sales increased approximately 5%, 4% and 3%were unchanged in the first quarter, up 4% in the second quarter, up 15% in the third quarter and third quarters, respectively, and were down 1%up 22% in the fourth quarter of 2011.2014. We will continue to focus on our growth initiatives, including the ongoing diversification of product and customer portfolios, market share gains and acquisitions to further improve the Office business in 2015.

Net sales for Office were $1.6 billion in 2010, up slightly compared to the prior year. Office revenues stabilized2013, a 3% decrease in 2010, although thesales from 2012. The industry-wide weakness in office products industryconsumption, driven by the ongoing elevated levels of white collar unemployment, and the declining demand for paper and paper- based office products due to workplace digitization, continued to experience soft market conditionspressure this segment throughout 2013. Overall, sales volume in Office declined by approximately 3.5% for the year, as a resultoffset by the benefit of reduced business spending and the ongoing impactslightly higher transaction values associated with price inflation of elevated unemployment levels.0.5%. Sales decreased approximatelyby 1% in the first and second quarters, were flatquarter, 3% in the second and third quarterquarters and were up by 3%4% in the fourth quarter of 2010. The fourth quarter increase was significant, as the industry-wide slowdown in office products consumption had pressured this group for several years and the fourth quarter of 2010 marked the first positive sales comparison for Office since the second quarter of 2007.2013.

ElectricalElectrical/Electronic Group

Net sales for EIS, our Electrical and Electronic Group (“Electrical”Electrical/Electronic”), increased to $558were $739 million in 2011, up 24%2014, an increase of 30% from 2010. Our2013. The increase in sales initiativesconsists of an increase in sales volume of approximately 1% and the continued manufacturing expansion duringa 29% sales contribution from acquisitions. The benefit of higher transaction values associated with slight price inflation for the year as measuredwas offset by the Institute for Supply Management’s Purchasing Managers Index, were the primarynegative sales drivers in 2011. In addition, acquisitions in 2011 contributed approximately 11% to Electrical’s sales growth, and the effectimpact of copper pricing had a 3% positive sales impactpricing. Sales for the year. Electrical salesElectrical/Electronic increased by 39% in the first quarter, and this was followed by increases of 28% in the second quarter, 22% in the third quarter and 10% in the fourth quarter.

Net sales for Electrical increased to $450 million in 2010, up 30% from 2009. Electrical sales increased by 16% in the first quarter, 32% in the second quarter, 31%35% in the third quarter and 40%23% in the fourth quarter. The

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revenue growth in 2010 was driven by our sales initiatives, which were strongly supported by manufacturing expansion during the year, as measured by the Institute for Supply Management’s Purchasing Managers Index. In addition, acquisitions in 2010 contributed approximately 9%We expect a gradually improving customer climate to Electrical’ssupport stronger underlying sales growth for the Electrical/Electronic business in 2015.

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Index to Financial Statements

Net sales for Electrical/Electronic decreased to $569 million in 2013, down 2% from 2012. The decrease in revenues was attributable to several factors, as sales volume was down by 5% and copper pricing negatively impacted sales by 1% relative to 2012. These items were partially offset by a 3% positive sales contribution from acquisitions and the benefit of higher transaction values associated with 1% price inflation for the year. Sales for Electrical/Electronic decreased by 5% in the first quarter, 4% in the second quarter and 5% in the third quarter and were up 6% in the fourth quarter.

Cost of Goods Sold

The Company includes in Cost of goods sold the actual cost of merchandise, which represents the vast majority of this line item. Other items in Cost of goods sold include warranty costs and in-bound freight from the supplier, net of any vendor allowances and incentives. Cost of goods sold was $8.9$10.7 billion, $8.0$9.9 billion and $7.0$9.2 billion in 2011, 20102014, 2013 and 2009,2012, respectively. The 11% increase9% and 7% increases in cost of goods sold in 2014 from 2010 to 2011 is2013 and 2013 from 2012, respectively, are directly related to the sales increase for the same period.periods, as product inflation was relatively insignificant and actual costs were relatively unchanged from the prior year. Cost of goods sold represented 71.1% of net sales in 2011, 71.0 % of net sales in 2010 and 70.1% of net sales in 2009.2014, 70.0% of net sales in 2013 and 71.0% of net sales in 2012. Cost of goods sold as a percent of net sales in 2014 is relatively consistent with 2013. The increase100 basis point decrease in cost of goods sold as a percent of net sales for 2011 and 2010 relative to 2009in 2013 from 2012 primarily reflects the positive gross margin impact of certain pricing adjustments implemented in Automotive as well as ongoing competitive pricing pressures inthe 100% company owned store model at GPC Asia Pacific.

In 2014 and 2013, the Industrial, Office and Electrical/Electronic business segments experienced slight vendor price increases. In 2012, only the Industrial and Office. These factors more than offset our gross margin initiatives to enhance our pricing strategies, promote and sell higher margin products and minimize material acquisition costs, hence the lower gross margin levels over the last two years.

In 2011, all four of ourOffice business segments experienced vendor price increases for the second consecutive year, although, in 2010, the Automotive and Office increases were relatively immaterial. In 2009, our Office and Electrical business segments experienced vendor price increases, while Industrial was flat and Automotive pricing was down for the year.increases. In any year where we experience price increases, we are able to work with our customers to pass most of these along to them.

Operating Expenses

The Company includes in Selling, administrative and other expenses (“SG&A”), all personnel and personnel-related costs at its headquarters, distribution centers and stores, which accounts for approximately 65% of total SG&A. Additional costs in SG&A include our facilities, delivery, marketing, advertising, legal and professional costs.

SG&A increased by $228$286 million or 10%approximately 9% to $2.6$3.3 billion in 2011,2014, representing 20.8%21.6% of net sales, and down from 21.1%which compares to 21.5% of net sales in 2010.2013. The increase in SG&A expenses as a percentage of net sales improved from the prior year due primarily reflects the $54 million one-time gain, net of other expense adjustments, recorded to SG&A in the benefitsecond quarter of greater expense leverage2013 as a purchase accounting adjustment associated with the second consecutive 11% sales increase. In addition, management’s ongoing cost control measures in areas such as personnel, freight, fleet and logistics have served to further improve the Company’s cost structure. After reducing the sizeApril 1, 2013 acquisition of its workforce by approximately 12% during 2008 and 2009, the Company has only added back approximately 2% of that over the two year period of 2011 and 2010 (including acquisitions).GPC Asia Pacific. Our management teams remain focused on properly managing the Company’s expenses and continuing to assess the appropriate cost structure in our businesses. Depreciation and amortization expense was $148 million in 2011 was $892014, an increase of $14 million relatively in-lineor 11% from 2013. This increase relates to higher depreciation and the amortization associated with 2010.acquisitions in both 2014 and 2013. The provision for doubtful accounts was $13$7 million in 2011, up nearly $3 million or 25%2014, down from $11$9 million in 2010. The increase in bad debt expense is primarily a function of the increase in sales for the year and not due to collections issues.2013. We believe the Company is adequately reserved for bad debts at December 31, 2011.2014.

SG&A increased by $147$371 million or 7%approximately 14% to $2.4$3.0 billion in 2010,2013, representing 21.1%21.5% of net sales, and down from 22.1%which compares to 20.4% of net sales in 2009.2012. Primarily, the increase in SG&A expenses as a percentage of net sales improved from the prior year is due primarily to the benefit of greater100% company owned store model at GPC Asia Pacific, which serves to increase both gross profit and SG&A expenses. Additionally, we experienced decreased expense leverage in 2013 associated with the 11%weak sales increase forenvironment in our non-automotive businesses throughout the year. In addition, management’s ongoing cost control measuresThese items were partially offset by a $54 million one-time gain, net of other expense adjustments, recorded to SG&A in areas suchthe second quarter of 2013 as personnel, freight, fleet and logistics have served to further improve the Company’s cost structure. After reducing the size of its workforce by approximately 12% during 2008 and 2009, the Company added back only 1% of that in 2010 (including acquisitions). In total, of the estimated $70 million cost savings in 2009, the Company estimates that it added back approximately $20 million in costs in 2010, primarilya purchase accounting adjustment associated with the increase in sales and earnings.April 1, 2013 acquisition of GPC Asia Pacific. Depreciation and amortization expense was $134 million in 2010 was $892013, an increase of $36 million down slightlyor 36% from 2009.2012. This increase primarily relates to the depreciation for higher levels of capital expenditures and the amortization associated with acquisitions during the year. The provision for doubtful accounts was $11$9 million in 2010, down 61%2013, an increase from $28$8 million in 2009. The decrease in bad debt expense reflects a much improved collections environment in 2010 relative2012.

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Index to the prior year.

Financial Statements

Total share-based compensation expense for the years ended December 31, 2011, 20102014, 2013 and 20092012 was $7.5$16.2 million, $7.0$12.6 million and $8.6$10.7 million, respectively. Refer to Note 5 of the Consolidated Financial Statements for further information regarding share-based compensation.

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Non-Operating Expenses and Income

Non-operating expenses consist primarily of interest. Interest expense was $25 million in 2014, $27 million in 20112013 and $28$20 million in 2010 and 2009.2012. The $1$2 million decrease in interest expense relative to 2010 and 2009 isin 2014 reflects the result of an improvedfavorable interest rate on certain long-term debt, effectivewhich was renewed in November 2011.2013. The $7 million increase in interest expense in 2013 is due to higher debt levels incurred for the GPC Asia Pacific acquisition.

In “Other”, the net benefit of interest income, net of noncontrolling interests has increased in each of the last two years due primarily to our improved cash positionequity method investment income, investment dividends and the elimination of certain noncontrolling interests in 2009.2014 was $19 million, a decrease of $3 million from the prior year due to lower interest income earned in 2014 relative to 2013. These items were $22 million in 2013, down approximately $2 million from 2012, as this line reflected the Company’s equity income recorded in 2012 for its 30% investment interest in GPC Asia Pacific.

Income Before Income Taxes

Income before income taxes was $891 million$1.1 billion in 2011,2014, an increase of 17%7% from $762 million in 2010.2013. As a percentage of net sales, income before income taxes was 7.1%7.3% in 2011, reflecting an increase from 6.8%2014 compared to 7.4% in 2010.2013. In 2010,2013, income before income taxes of $762 million$1.0 billion was up 18%2.5% from $644 million in 20092012 and as a percentage of net sales was 6.8%, an increase from 6.4%7.4% compared to 7.8% in 2009.2012.

Automotive Group

Automotive income before income taxes as a percentage of net sales, which we refer to as operating margin, increased to 7.7%8.7% in 20112014, a slight increase from 7.5%8.6% in 2010.2013. The improvementchange in operating margin for 2011 is attributed tocosts as a percentage of net sales positively impacted operating profit during the benefit of greater expense leverage associated with Automotive’s 8% sales increase for the year. Looking forward, Automotive’s initiatives to grow sales and control costs are intended to further improve its operating margin in the years ahead.

Automotive’s operating margin increased to 7.5%of 8.6% in 2010 from 7.4%2013 was steady with the prior year. The changes in 2009. The improvement ingross profit and operating margin for 2010 is attributedcosts as a percentage of net sales, which related primarily to the benefitacquisition of greater expense leverage associated with Automotive’s 7% sales increase forGPC Asia Pacific, were relatively neutral to operating profit during the year.

Industrial Group

Industrial’s operating margin increasedimproved to 8.1%7.8% in 20112014 from 7.3%7.2% in 2010. The increase in operating margin in 2011 is due to2013, as the combination of greater expense leverage associated with the increase in sales and generally improving gross margins, primarily related to the increase in volume incentives positively impacted operating profit in 2014. Industrial will continue to focus on its many sales initiatives and cost control measures to further improve its operating margin in 2015.

Industrial’s operating margin decreased to 7.2% in 2013 from 7.9% in 2012. The decrease in operating margin in 2013 was due to the combination of reduced expense leverage associated with the slight decrease in sales relative to the prior year and the decline in volume incentives for the year. These items were partially offset by effective cost control measures.

Office Group

Office’s operating margin decreased to 7.4% in 2014, down from 7.5% in 2013, primarily related to the lower operating margin generated by new business with a 19%large primary customer. This was partially offset by greater expense leverage driven by this group’s overall sales increase Industrial’s second straight year of strong double-digit sales growth, the ongoing benefits of recent cost savings and increased volume incentives. Industrialin 2014. Office will continue to focus on its sales initiatives and cost controls to further improvemaintain its operating margin in 2015.

Office’s operating margin decreased to 7.5% in 2013 from 8.0% in 2012, primarily related to the years ahead.reduced expense leverage associated with the decrease in sales for this segment relative to 2012.

Industrial’s

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Index to Financial Statements

Electrical/Electronic Group

Electrical/Electronic’s operating margin increased to 7.3%8.8% in 20102014 from 5.6%8.4% in 2009. The increase in operating margin in 2010 was2013, primarily due to the combination of greater expense leverage associated with a 22%this group’s sales increase cost savings and increased volume incentives.

Office Group

Office’s operating margin decreased slightly to 7.9% in 2011 from 8.0% in 2010. The decrease in operating margin in 2011 primarily reflects the continued pressures on gross margin in this industry, due to the slower pace of the economic recovery and office employment. These pressures were partially offset by the positive impact of Office’s cost savings initiatives.

Office’s operating margin increased to 8.0% in 2010 from 7.7% in 2009 and reflects the positive impact of our cost savings initiatives combined with the benefit of higher volume incentives from suppliers. The increase in incentives was due to our fourth quarter sales growth and related increase in purchase volumes, which allowed us to achieve higher program growth tiers with suppliers.

Electrical Group

Electrical’s operating margin increased to 7.3% in 2011 from 6.9% in 2010. The increase in operating margin in 2011 is due to the combination of greater expense leverage associated with a 24% sales increase, its second straight year of strong double-digit sales growth, and the ongoing benefits of effective cost controls. The improvement from these areas was partially offset by the increase in copper prices during the year. Electrical2014. Electrical/Electronic will continue to focus on its sales initiatives and cost controls to further improve its operating margin in the years ahead.

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Electrical’sElectrical/Electronic’s operating margin decreased to 6.9%was 8.4% in 20102013, down from 7.3%8.7% in 2009.2012. The decreasedecline in operating margin was mainly due to escalating copper prices duringreflects the year, which generally do not affect profit dollars, but negatively impact margins as copper is generally billed to customers at cost. The margin pressures associated with this industry standard pricing practice for copper more than offset the benefitsloss of a stronger manufacturing sector in 2010 and greater expense leverage associated with a 30%the sales increase.decrease for this segment in 2013 relative to 2012.

Income Taxes

The effective income tax rate of 36.6%36.4% in 20112014 increased from 34.4% in 2013. The increase in rate is primarily due to the favorable tax rate applied to the one-time gain associated with the GPC Asia Pacific acquisition recorded in 2013. Additionally, the Company’s retirement asset valuation adjustment was less favorable in 2014 relative to 2013. The higher mix of U.S. earnings, taxed at a higher rate relative to our foreign operations, also contributed to the increase in the 2014 tax rate.

In 2013, the income tax rate of 34.4% was down from 37.6%36.4% in 2010.2012. The decrease from 2010 is primarily attributable to areflects the favorable adjustment recorded in the first quarter of 2011 associated with the expirationimpact of the statute of limitations related to certain international taxes. The incomelower Australian tax rate decreasedapplied to 37.6%the pre-tax earnings of GPC Asia Pacific, as well as the favorable tax rate applied to the one-time acquisition gain in 2010 from 38.0% in 2009. The decrease from 2009 is attributable to favorable foreign income taxes for the year.2013.

Net Income

Net income was $565$711 million in 2011,2014, an increase of 19%4% from $476$685 million in 2010.2013. On a per share diluted basis, net income was $3.58$4.61 in 20112014 compared to $3.00$4.40 in 2010,2013, up 19%5%. Net income in 20112014 was 4.5%4.6% of net sales compared to 4.2%4.9% of net sales in 2010.2013.

In connection with the acquisition of GPC Asia Pacific, the Company recorded one-time positive purchase accounting adjustments of $33 million or $0.21 per diluted share in 2013. Before the impact of these adjustments, net income in 2014 was up 9% from 2013, and on a per share diluted basis, net income was up 10% from 2013.

Net income was $476$685 million in 2010,2013, an increase of 19%6% from $400$648 million in 2009.2012. On a per share diluted basis, net income was $3.00$4.40 in 20102013 compared to $2.50$4.14 in 2009,2012, up 20%6%. Net income in 20102013 was 4.2%4.9% of net sales compared to 4.0%5.0% of net sales in 2009.2012.

FINANCIAL CONDITION

Our cash balance of $525$138 million at December 31, 2011 was relatively consistent with2014 compares to our cash balance of $197 million at December 31, 2010, supported by the increase in net income in 2011 and ongoing working capital management.2013. The Company’s accounts receivable balance at December 31, 20112014 increased by approximately 7%12% from the prior year, which reflectsgreater than the Company’s 7%9% sales increase for the fourth quarter of 2011.2014, however, we are satisfied with the quality and collectability of our accounts receivable. Inventory at December 31, 20112014 increased by approximately 3% from December 31, 2013 and, excluding acquisitions, was up by less than 2%approximately 1% from the prior year. Accounts payable increased $285 million or approximately 13% from December 31, 2010, which is well below the Company’s increase in sales and primarily attributable to acquisitions. Accounts payable increased $66 million or approximately 5% from December 31, 20102013 due primarily to increased inventory purchases related to the Company’s sales increase. Goodwillimproved payment terms with certain suppliers. Combined, goodwill and other intangible assets increased by $70$97 million or 34%8% from December 31, 20102013 due to the Company’s acquisitions during the year. The change in our December 31, 20112014 balances for deferred taxes, up $94tax assets, which increased $48 million, or 59%, as well asand pension and other post-retirement benefits liabilities, up $235$189 million or approximately 91% from December 31, 2010,2013, is primarily due to a changechanges in funded status ofthe discount rate, as well as recent changes in the mortality assumptions used for the Company’s pension and other post-retirement plans in 2011, net of $58 million in pension contributions during the year.2014.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s sources of capital consist primarily of cash flows from operations, supplemented as necessary by private issuances of debt and bank borrowings. We have $500$765 million of total debt outstanding at December 31, 2011,2014, of which $250 million matures in November 20132016 and $250 million matures in November 2016.December 2023. In addition, the Company has available a $350Syndicated Facility Agreement (the “Syndicated Facility”) for

23

Index to Financial Statements

$850 million, unsecured revolving line of credit. No amounts werewhich approximately $265 million was outstanding under the Syndicated Facility or line of credit at December 31, 20112014 and 2010. The capital and credit markets were volatile over the last few years, although these conditions did not materially impact our access to these markets.2013. Currently, we believe that our cash on hand and available short-term and long-term sources of capital are sufficient to fund the Company’s operations, including working capital requirements, scheduled debt payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations, dividends, share repurchases and contemplated acquisitions.

The ratio of current assets to current liabilities was 2.51.6 to 1 at December 31, 2011,2014 and this compares to 2.2 to 1 at December 31, 2010. Before consideration of current debt outstanding at December 21, 2010, the ratio of current assets to current liabilities was 2.6 to 1.2013. Our liquidity position remains solid. The Company’s $500 million in total debt outstanding at December 31, 20112014 is unchanged from 2010.December 31, 2013.

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Sources and Uses of Net Cash

A summary of the Company’s consolidated statements of cash flows is as follows:

Net Cash Provided by Operating Activities:

The Company continues to generate cash and in 2014 net cash provided by operating activities totaled $625 million in 2011.$790 million. This reflects an 8%a 25% decrease from 2010,2013 due primarily to the change in trade accounts receivable, merchandise inventories and trade accounts payable, which, collectively, net to a $34 million use of cash in 2014 compared to a $278 million source of cash in 2013. Net cash provided by operating activities was $1.1 billion in 2013, a 17% increase from 2012, as, collectively, trade accounts receivable, merchandise inventories and trade accounts payable represented a $19 million use of cash in 2011 compared to a $185$278 million source of cash in 2010. This was partially offset by2013 compared to a $90$208 million increase in net income. Net cash provided by operating activities of $679 million in 2010 represents a 20% decrease from 2009, as, collectively, trade accounts receivable, merchandise inventories and trade accounts payable as a source of cash was $129 million less in 2010 relative to 20092012. Additionally, net income and pension contributions in 2010depreciation and amortization increased by $35$37 million from 2009. These items were partially offset by a $76and $36 million, increaserespectively, in net income.2013.

Net Cash Used in Investing Activities:

Net cash flow used in investing activities was $231$387 million in 20112014 compared to $172$826 million in 2010, an increase2013, a decrease of 34%53%. Cash used for acquisitions of businesses and other investing activities in 2011 were $462014 was $288 million, greateror $424 million less than in 2010,2013. Capital expenditures of $108 million in 2014 decreased by $16 million or 13% from 2013, and were slightly lower than our estimate of $120 to $130 million for the year. We estimate that cash used for capital expenditures increased by $18in 2015 will be approximately $125 to $145 million. Net cash flow used in investing activities was $172$826 million in 20102013 compared to $264$652 million in 2009, a decrease2012, an increase of 35%27%. Cash used for acquisitions of businesses and other investing activities in 20102013 was $44$712 million, lessor $154 million greater than in 2009, while2012. Additionally, capital expenditures of $124 million in 2013 increased by $16$22 million or 22% from 2012, which was within our estimate of $115 to $135 million for the year. The decrease in investing activities was primarily due to a $73 million purchase of properties under a construction and lease agreement in 2009.

Net Cash Used in Financing Activities:

The Company used $394$455 million of cash in financing activities in 2011, a 23% increase2014, up 7% from the $321$425 million used in financing activities in 2010. In 2010, the $321 million of cash2013. Cash used in financing activities in 2013 was down 3%up $46 million or 12% from the $330$379 million used in 2009.2012. For the three years presented, net cash used in financing activities was primarily for dividends paid to shareholders and repurchases of the Company’s common stock. The Company paid dividends to shareholders of $276$347 million, $258$326 million and $254$301 million during 2011, 20102014, 2013 and 2009,2012, respectively. The Company expects this trend of increasing dividends to continue in the foreseeable future. During 2011, 20102014, 2013 and 2009,2012, the Company repurchased $122$96 million, $75$121 million and $26$82 million, respectively, of the Company’s common stock. We expect to remain active in our share repurchase program, but the amount and value of shares repurchased will vary.

24

Index to Financial Statements

Notes and Other Borrowings

The Company maintains a $350an $850 million unsecured revolving line of credit with a consortium of financial institutions, which matures in December 2012September 2017 and bears interest at LIBOR plus .30% (0.60%a margin, which is based on the Company’s leverage ratio (0.92% at December 31, 2011)2014). The Company also has the option under this agreement to increase its borrowing an additional $350 million, as well as an option to decrease the borrowing capacity or terminate the Syndicated Facility with appropriate notice. At December 31, 20112014 and 2010, no amounts were2013, approximately $265 million was outstanding under thethis line of credit. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of approximately $54$63 million and $50$62 million outstanding at December 31, 20112014 and 2010,2013, respectively.

At December 31, 2011,2014, the Company had unsecured senior notesSenior Notes outstanding under a $500 million financing arrangement as follows: $250 million series C senior unsecured note, 4.67% fixed, due 2013; and $250 million series D and E senior unsecured notes, 3.35% fixed, due 2016.2016; and $250 million series F senior unsecured notes, 2.99% fixed, due 2023. These borrowings contain covenants

21

related to a maximum debt-to-capitalization ratio and certain limitations on additional borrowings. At December 31, 2011,2014, the Company was in compliance with all such covenants. The weighted average interest rate on the Company’s total outstanding borrowings was approximately 4.01%2.46% at December 31, 20112014 and 5.45%2.82% at December 31, 2010.2013. Total interest expense, net of interest income, for all borrowings was $24.6$24.2 million, $26.6$24.3 million and $27.1$19.6 million in 2011, 20102014, 2013 and 2009,2012, respectively.

Contractual and Other Obligations

The following table shows the Company’s approximate obligations and commitments, including interest due on credit facilities, to make future payments under specified contractual obligations as of December 31, 2011:2014:

Contractual Obligations

Due to the uncertainty of the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2011,2014, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $60$19 million of unrecognized tax benefits have been excluded from the contractual obligations table above. Refer to Note 6 of the Consolidated Financial Statements for a discussion on income taxes.

Purchase orders or contracts for the purchase of inventory and other goods and services are not included in our estimates. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current distribution needs and are fulfilled by our vendors within short time horizons. The Company does not have significant agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements.

25

Index to Financial Statements

The Company guarantees the borrowings of certain independently owned automotive parts stores (independents) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (affiliates). The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantee. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings. The following table shows the Company’s approximate commercial commitments as of December 31, 2011:2014:

Other Commercial Commitments

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In addition, the Company sponsors defined benefit pension plans that may obligate us to make contributions to the plans from time to time. Contributions in 20112014 were $58$53 million. We expect to make a $17$50 million cash contribution to our qualified defined benefit plans in 2012,2015, and contributions required for 20122015 and future years will depend on a number of unpredictable factors including the market performance of the plans’ assets and future changes in interest rates that affect the actuarial measurement of the plans’ obligations.

Share Repurchases

In 2011,2014, the Company repurchased approximately 2.41.1 million shares and the Company had remaining authority to purchase approximately 13.59.5 million shares at December 31, 2011.2014.

CRITICAL ACCOUNTING POLICIES

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We describe in this section certain critical accounting policies that require us to make significant estimates, assumptions and judgments. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the consolidated financial statements. For further information on the critical accounting policies, see Note 1 of the Consolidated Financial Statements.

Inventories — Provisions for Slow Moving and Obsolescence

The Company identifies slow moving or obsolete inventories and estimates appropriate loss provisions related thereto. Historically, these loss provisions have not been significant as the vast majority of the Company’s

26

Index to Financial Statements

inventories are not highly susceptible to obsolescence and are eligible for return under various vendor return programs. While the Company has no reason to believe its inventory return privileges will be discontinued in the future, its risk of loss associated with obsolete or slow moving inventories would increase if such were to occur.

Allowance for Doubtful Accounts — Methodology

The Company evaluates the collectability of trade accounts receivable based on a combination of factors. Initially, theThe Company estimates an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience. This initialexperience and periodically adjusts this estimate is periodically adjusted when the Company becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While the Company has a large customer base that is geographically dispersed, a general economic downturn in any of the industry segments in which the Company operates could result in higher than expected defaults and, therefore, the need to revise estimates for bad debts. For the years ended December 31, 2011, 20102014, 2013 and 2009,2012, the Company recorded provisions for doubtful accounts of $13.2$7.2 million, $10.6$8.7 million, and $28.5$8.0 million, respectively.

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Consideration Received from Vendors

The Company enters into agreements at the beginning of each year with many of its vendors that provide for inventory purchase incentives. Generally, the Company earns inventory purchase incentives upon achieving specified volume purchasing levels or other criteria. The Company accrues for the receipt of these incentives as part of its inventory cost based on cumulative purchases of inventory to date and projected inventory purchases through the end of the year. While management believes the Company will continue to receive consideration from vendors in 20122015 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future or that we will be able to achieve the specified volumes necessary to take advantage of such incentives.

Impairment of Property, Plant and Equipment and Goodwill and Other Intangible Assets

At least annually, the Company evaluates property, plant and equipment, goodwill and other intangible assets for potential impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on market conditions and operational performance, among other factors. Future events could cause the Company to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating for impairment also requires the Company to estimate future operating results and cash flows which require judgment by management. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.

Employee Benefit Plans

The Company’s benefit plan committees in the U.S. and Canada establish investment policies and strategies and regularly monitor the performance of the Company’s pension plan assets. The pension plan investment strategy implemented by the Company’s management is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in the U.S. and Canada, as well as fiduciary standards. The long-term primary objectives for the pension plan funds are to provide for a reasonable amount of long-term growth of capital without undue exposure to risk, protect the assets from erosion of purchasing power and provide investment results that meet or exceed the pension plan’splans’ actuarially assumed long term raterates of return. The Company’s investment strategy with respect to pension plan assets is to generate a return in excess of the passive portfolio benchmark (50%(49% S&P 500 Index, 5% Russell Mid Cap Index, 10%8% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index and 30%28% BarCap U.S. Govt/Credit).

We make several critical assumptions in determining our pension plan assets and liabilities and related pension expense. We believe the most critical of these assumptions are the expected rate of return on plan assets and the discount rate. Other assumptions we make relate to employee demographic factors such as rate of compensation increases, mortality rates, retirement patterns and turnover rates. Refer to Note 7 of the Consolidated Financial Statements for more information regarding these assumptions.

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Index to Financial Statements

Based on the investment policy for the pension plans, as well as an asset study that was performed based on the Company’s asset allocations and future expectations, the Company’s expected rate of return on plan assets for measuring 20122015 pension expense or income is 7.84% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relationships.

The discount rate is chosen as the rate at which pension obligations could be effectively settled and is based on capital market conditions as of the measurement date. We have matched the timing and duration of the expected cash flows of our pension obligations to a yield curve generated from a broad portfolio of high-quality fixed income debt instruments to select our discount rate. Based upon this cash flow matching analysis, we selected a weighted average discount rate for the plans of 5.17%4.26% at December 31, 2011.2014.

Net periodic benefit (income) cost for our defined benefit pension plans was $32.3($9.6) million, $21.9$51.1 million and $7.3$26.8 million for the years ended December 31, 2011, 20102014, 2013 and 2009,2012, respectively. The income associated with the pension plans in 2014 reflects the impact of the 2012 amendment to freeze the U.S. defined benefit pension plan, effective December 31, 2013. Additionally, the increase in pension cost in 20112013 from 2010 reflects the change in assumptions for the rate of return on plan assets, the discount rate and the rate of compensation increases. The increase in pension cost in 2010 from 20092012 was primarily due to the curtailment and subsequent remeasurement ofgain recorded in connection with the 2012 amendment to the U.S. defined benefit pension plan in 2009plan. The 2012 amendment and the change in assumptions for the rate of return on plan assets, the discount rate and the rate of compensation increases. The 2009

24

related curtailment and subsequent remeasurement decreased benefit costs in 20092012 and are discussed further below. Refer to Note 7 of the Consolidated Financial Statements for more information regarding employee benefit plans.

In April 2009,December 2012, the Company’s U.S. defined benefit plan was amended to reflect a hard freeze as of December 31, 2013. No further benefit accruals were provided after that date for additional credited service or earnings and all participants who are employed after December 31, 2013 became fully vested as of December 31, 2013. The Company recorded a $4.3$23.5 million non-cash curtailment adjustmentgain in December 2012 in connection with a plan reorganization, which reduced the expected years of future service of employees covered by the U.S. defined benefit pension plan.

In July 2009, the Company announced changes to the U.S. postretirement benefit plan. Effective January 1, 2010, future retirees no longer receive employer-provided medical benefits and current pre-65 retirees no longer receive employer-provided post-65 benefits (beyond an access-only arrangement).this amendment.

QUARTERLY RESULTS OF OPERATIONS

The following is a summary of the quarterly results of operations for the years ended December 31, 20112014 and 2010:2013:

We recorded the quarterly earnings per share amounts as if each quarter was a discrete period. As a result, the sum of the basic and diluted earnings per share will not necessarily total the annual basic and diluted earnings per share.

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Index to Financial Statements

The preparation of interim consolidated financial statements requires management to make estimates and assumptions for the amounts reported in the interim condensed consolidated financial statements. Specifically, the Company makes estimates and assumptions in its interim condensed consolidated financial statements for inventory adjustments, the accrual of bad debts, inventory adjustments and discountcustomer sales returns and volume incentives earned, among others. Bad debtsInventory adjustments (including adjustments for a majority of inventories that are accrued based on a percentage of sales, and volume incentives are estimated based upon cumulative and projected purchasing levels. Inventory adjustmentsvalued under the last-in, first-out (LIFO) method) are accrued on an interim basis and adjusted in the fourth quarter based on the annual Septemberbook to physical inventory adjustment and October book-to-physical inventory adjustments.LIFO valuation, which is performed each year-end. Reserves for bad debts and customer sales returns are estimated and accrued on an interim basis based upon historical experience. Volume incentives are estimated based upon cumulative and projected purchasing levels. The methodology and practices used in deriving estimates and assumptions for interim reporting typically result in adjustmentsmay change upon accuratefinal determination at year-end.year-end, and such changes may be significant. The effect of these adjustments in 20112014 and 20102013 was not significant.

Although the Company does not face material risks related to interest rates and commodity prices, the Company is exposed to changes in foreign currency rates with respect to foreign currency denominated operating revenues and expenses.

25

Foreign Currency

The Company has translation gains or losses that result from translation of the results of operations of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes. The Company’s principal foreign currency exchange exposure is the Canadian dollar, which is the functional currency of our Canadian operations, the Australian dollar, the functional currency of our Australasian operations and, to a lesser extent, the Mexican peso, the functional currency of our Mexican operations. Foreign currency exchange exposure, particularly in regard to the Canadian and Australian dollar and, to a lesser extent, the Mexican peso, positivelynegatively impacted our results for the year ended December 31, 2011.2014.

During 20112014 and 2010,2013, it was estimated that a 10% shift in exchange rates between those foreign functional currencies and the U.S. dollar would have impacted translated net sales by approximately $169$258 million and $140$255 million, respectively. A 15% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $388 million in 2014 and $382 million in 2013.

The information required by this Item 8 is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.

None.

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 the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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Index to Financial Statements

Management’s report on internal control over financial reporting

A report of management’s assessment of our internal control over financial reporting, as such term is defined in SEC Rule 13a-15(f), as of December 31, 20112014 is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.

The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to the “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”, which is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.

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, 20112014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

None.

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Index to Financial Statements

PART IIIIII..

EXECUTIVE OFFICERS OF THE COMPANYCOMPANY..

Executive officers of the Company are elected by the Board of Directors and each serves at the pleasure of the Board of Directors until his successor has been elected and qualified, or until his earlier death, resignation, removal, retirement or disqualification. The current executive officers of the Company are:

Thomas C. Gallagher,age 64,67, has been Chief Executive Officer since August 2004 and Chairman of the Board since February 2005. Mr. Gallagher served as President of the Company from 1990 until January 2012 and Chief Operating Officer of the Company from 1990 until August 2004.

Jerry W. NixPaul D. Donahue, age 66, was appointed as58, has been a director of the Company and elected Vice-Chairman by the Board of Directors in November 2005. He is Chief Financial Officer of the Company, a position he has held since 2000. Previously, Mr. Nix held the position of Executive Vice President — Finance from 2000 to 2005 and Senior Vice President-Finance from 1990 to 2000.

Paul D. Donahue, age 55,April 2012, was appointed President of the Company in January 2012, and has served as President of the Company’s U.S. Automotive Parts Group since July 2009. Mr. Donahue served as Executive Vice President of the Company from August 2007 until his appointment as President in January.2012. Previously, Mr. Donahue was President and Chief Operating Officer of S. P.S.P. Richards Company from 2004 to 2007 and was Executive Vice President — SalesPresident-Sales and Marketing in 2003, the year he joined the Company.

Bruce ClaytonCarol B. Yancey, age 65,51, was appointed Executive Vice President, Chief Financial Officer and Corporate Secretary of the Company in March 2013. Ms. 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.

James R. Neill, age 53, was appointed Senior Vice President of Human Resources of the Company, effective April 1, 2014. Mr. Neill was Senior Vice President of Employee Development and HR Services from April 2013 until his appointment as Senior Vice President of Human Resources of the Company. Previously, Mr. Neill served as the Senior Vice President of Human Resources at Motion Industries from 2008 to 2013. Mr. Neill was Vice President of Human Resources at Motion from 2006 to 2007.

William J. Stevens, age 66, has been the Chairman of Motion Industries since 2013 and was Chairman and Chief Executive Officer from 2013 to 2014. Previously, Mr. Stevens was President and Chief Executive Officer from 1997 to 2013 and President and Chief Operating Officer from 1994 to 1997. In 1993, Mr. Stevens served as Executive Vice President. Mr. Stevens has announced his retirement as Chairman of Motion Industries effective March 1, 2015.

Timothy P. Breen, age 54, was appointed President and Chief Executive Officer of Motion Industries in November 2014. Mr. Breen was President and Chief Operating Officer from 2013 until his appointment as President and Chief Executive Officer. Previously, Mr. Breen was the Executive Vice President and Chief Operating Officer from 2012 to 2013. Mr. Breen was the Senior Vice President-Human Resources at the Company since November 2004. Previously,President of Motion’s US Operations from 2011 to 2012 and was Senior Vice President and Group Executive from 2008 to 2011. Mr. Clayton held the positionBreen served as Vice President of Vice President-Risk Management and Employee ServicesMotion Industries from June 2000 to November 2004.2008.

Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate Governance — Code of Conduct and Ethics”, under the heading “Corporate Governance -Board— Board Committees — Audit Committee”, under the heading “Corporate Governance — Director Nominating Process” and under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement and is incorporated herein by reference.

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2011“2014 Grants of Plan-Based Awards”, “2011“2014 Outstanding Equity Awards at Fiscal Year-End”, “2011“2014 Option Exercises and Stock Vested”, “2011“2014 Pension Benefits”, “2011“2014 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating

31

Index to Financial Statements

and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

Certain information required by this item is set forth below. Additional information required by this item is set forth under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of the Proxy Statement and is incorporated herein by reference.

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Equity Compensation Plan Information

The following table gives information as of December 31, 20112014 about the common stock that may be issued under all of the Company’s existing equity compensation plans:

Information required by this item is set forth under the headings “Corporate Governance — Independent Directors” and “Transactions with Related Persons” of the Proxy Statement and is incorporated herein by reference.

Information required by this item is set forth under the heading “Proposal 3.4. Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.

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Index to Financial Statements

PART IV.

(a)  Documents filed as part of this report

(1)  Financial Statements

The following consolidated financial statements of Genuine Parts Company and subsidiaries are included in this Annual Report on Form 10-K. See, also, the Index to Consolidated Financial Statements on Page F-1.

Report of independent registered public accounting firm on internal control over financial reporting

Report of independent registered public accounting firm on the financial statements

Consolidated balance sheets — December 31, 20112014 and 20102013

Consolidated statements of income and comprehensive income — Years ended December 31, 2011, 20102014, 2013 and 20092012

Consolidated statements of equity — Years ended December 31, 2011, 20102014, 2013 and 20092012

Consolidated statements of cash flows — Years ended December 31, 2011, 20102014, 2013 and 20092012

Notes to consolidated financial statements — December 31, 20112014

(2)  Financial Statement Schedules

The following consolidated financial statement schedule of Genuine Parts Company and subsidiaries, set forth immediately following the consolidated financialfinancials statements of Genuine Parts Company and Subsidiaries, is filed pursuant to Item 15(c):

Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

(3)  Exhibits.

The following exhibits are filed as part of or incorporated by reference in this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the Securities and Exchange Commission under File No. 1-5690. The Company will furnish a copy of any exhibit upon request to the Company’s Corporate Secretary.

Instruments with respect to long-term debt where the total amount of securities authorized there under does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request.

2933

Index to Financial Statements

30

34

Index to Financial Statements

31

(b)  Exhibits

See the response to Item 15(a)(3) above.

(c)  Financial Statement Schedules

See the response to Item 15(a)(2) above.

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Index to Financial Statements

SIGNATURES.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENUINE PARTS COMPANY

36

Index to Financial Statements

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.