SecProbe.io

April 3, 2012
 Via E-Mail

Mr. Jerry W. Nix Chief Financial Officer Genuine Parts Company 2999 Circle 75 Parkway Atlanta, Georgia 30339
Re: Genuine Parts Company
 Form 10-K for the Year Ended December 31, 2011
Filed February 27, 2012 File No. 001-05690

Dear Mr. Nix:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Year Ended December 31, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 16

1. We note that net sales for the Automotive Gr oup were $6.1 billion in 2011 , an increase of
8% from 2010 and you disclose that the im proved sales were due to the successful
execution of your sales initia tives and the ongoing solid fundamentals in the automotive
aftermarket, including the ove rall aging of the ve hicle populations.  Please revise to
quantify each of the identified underlying cause of material in creases or decreases and to
ensure that each cause is adequately analy zed.  For example, for material increases or
decreases due to changes in the mix of pr oducts sold, sales prices, sales initiatives,
productivity levels, etc., consid er disclosing quantitative analys is of the number of units
sold by product along with the se lling price of the product, or other relevant measures, in
the current period versus the prior period and address the reasons for any significant
changes between the periods.  Also, please consider explaining why you believe that

Mr. Jerry W. Nix Genuine Parts Company April 3, 2012 Page 2

 decrease/increase occurred and your expectations for future  sales.  See Item 303 of
Regulation SK.

2. Please expand your discussion of cost of  goods sold and selling, general, and
administrative expenses to quantify and disc uss the significant cost components within
these broad categories, such as  product costs, marketing co sts, personnel, logistics and
any other significant components that would enable readers to better understand your
business.  For example, you state that cost of  goods sold increased in 2011 due to certain
pricing adjustments implemented in Automo tive as well as ongoing competitive pricing
pressures in Industrial and Office which more th an offset your gross margin initiatives to
enhance your pricing strategies, promote a nd sell higher margin products and minimize
material acquisition costs.  However, little, if  any discussion is give n to the specific costs
and related amounts which comprise costs of goods sold or SG&A.  Such discussion may
be helpful to put such changes in proper context.  Please revise accordingly.
  Liquidity and Capital Resources, page 20

3. Please revise to disclose an estimate of  your expected capital expenditures for the
following fiscal year.

Notes to the Financial Statements
 Note 2.  Goodwill and Intangible Assets, page F-13

4. We note from your disclosure in Note  9 that you recorded approximately $78,210,000
and $40,247,000 of goodwill and other intangible assets in connection with the 2011 and 2010 acquisitions, respectively and based on th e information provided in the table on
page F-13, approximately $52,128,000 and $24,292,000 represent additions to identifiable intangible assets for the fiscal year ended December 31, 2011 and 2010,
respectively.  In this regar d, please revise your footnotes to  comply with the disclosure
requirements of ASC 350-30-50-1.  Furthermore, in light of the fact that identifiable
intangible assets at December 31, 2011 were $102,155,000, please revise your footnote to
include all disclosures required by ASC 350-30- 50-2.  As part of your next response,
please provide us with your pl anned revised disclosures.
 Note 6. Income Taxes, page F-16

5. Please tell us and revise your f iling to disclose in the income statement or a note thereto,
the components of income (loss) before inco me tax expense (benefit ) as either domestic
or foreign pursuant to Rule 4- 08(h)(1) of Regulation S-X.

Mr. Jerry W. Nix Genuine Parts Company April 3, 2012 Page 3

 6. We note your disclosure that undistributed earnings of your foreign subsidiaries are
considered to be indefinitely reinvested and as such, no US federal and state income taxes
have been provided thereon.  Please tell us a nd revise to disclose  the dollar amount of
undistributed earnings of foreign subsidiaries that is considered to be indefinitely
reinvested.
  Note 10. Subsequent Event, page F-25

7. We note from your disclosure that on Ja nuary 1, 2012 you purchased a 30% investment
in Exego for approximately $150 million.  We al so note your disclosure on page 2 that
your return on investment will be accounted  for as noncontrolling investment income.
Please tell us if you plan to account for your investment in Exego using the equity method of accounting.  If not, please explai n to us how you intend to account for your
investment in Exego and why you belie ve your method is appropriate.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Claire Erla nger at (202) 551-3301 or Jean  Yu at (202) 551-3305 if you
have questions regarding comments on the financ ial statements and related matters.  You may
also contact me at (202) 551-3813.
Sincerely,
   /s/ Linda Cvrkel    Linda Cvrkel
Branch Chief