10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 22, 2017

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 001-16797

________________________

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

________________________

Delaware (State or other jurisdiction of incorporation or organization)     54-2049910 (I.R.S. Employer Identification No.)

5008 Airport Road, Roanoke, Virginia 24012

(Address of Principal Executive Offices)

(Zip Code)

(540) 362-4911

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report).

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 x No o

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 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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 definition of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of May 19, 2017, the registrant had outstanding 73,844,670 shares of Common Stock, par value $0.0001 per share (the only class of common stock of the registrant outstanding).

			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements of Advance Auto Parts, Inc. and Subsidiaries (unaudited):
		Condensed Consolidated Balance Sheets as of April 22, 2017 and December 31, 2016	1
		Condensed Consolidated Statements of Operations for the Sixteen Week Periods Ended April 22, 2017 and April 23, 2016	2
		Condensed Consolidated Statements of Comprehensive Income for the Sixteen Week Periods Ended April 22, 2017 and April 23, 2016	2
		Condensed Consolidated Statements of Cash Flows for the Sixteen Week Periods Ended April 22, 2017 and April 23, 2016	3
		Notes to the Condensed Consolidated Financial Statements	4
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 6.	Exhibits	25
SIGNATURE			S-1

i

PART I.  FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

ADVANCE AUTO PARTS, INC. AND SUBSIDIARIES

Advance Auto Parts, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data) (Unaudited)

	April 22, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	126,087		$	135,178
Receivables, net	683,024			641,252
Inventories	4,413,803			4,325,868
Other current assets	83,779			70,466
Total current assets	5,306,693			5,172,764
Property and equipment, net of accumulated depreciation of $1,716,511 and $1,660,648	1,439,621			1,446,340
Goodwill	990,695			990,877
Intangible assets, net	626,974			640,903
Other assets, net	64,674			64,149
	$	8,428,657		$	8,315,033
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	3,049,218			3,086,177
Accrued expenses	563,276			554,397
Other current liabilities	47,137			35,472
Total current liabilities	3,659,631			3,676,046
Long-term debt	1,073,372			1,042,949
Deferred income taxes	446,128			454,282
Other long-term liabilities	225,851			225,564
Commitments and contingencies
Stockholders' equity:
Preferred stock, nonvoting, $0.0001 par value	—			—
Common stock, voting, $0.0001 par value	8			8
Additional paid-in capital	639,537			631,052
Treasury stock, at cost	(141,223		)	(138,102		)
Accumulated other comprehensive loss	(40,574		)	(39,701		)
Retained earnings	2,565,927			2,462,935
Total stockholders' equity	3,023,675			2,916,192
	$	8,428,657		$	8,315,033

The accompanying notes to the condensed consolidated financial statements

are an integral part of these statements.

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Advance Auto Parts, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data) (Unaudited)

	Sixteen Week Periods Ended
	April 22, 2017			April 23, 2016
Net sales	$	2,890,838		$	2,979,778
Cost of sales, including purchasing and warehousing costs	1,620,154			1,629,889
Gross profit	1,270,684			1,349,889
Selling, general and administrative expenses	1,090,904			1,078,890
Operating income	179,780			270,999
Other, net:
Interest expense	(18,430		)	(18,943		)
Other income, net	4,813			3,123
Total other, net	(13,617		)	(15,820		)
Income before provision for income taxes	166,163			255,179
Provision for income taxes	58,203			96,366
Net income	$	107,960		$	158,813
Basic earnings per share	$	1.46		$	2.16
Weighted average shares outstanding	73,782			73,401
Diluted earnings per share	$	1.46		$	2.14
Weighted average shares outstanding - assuming dilution	74,093			73,847
Dividends declared per share	$	0.06		$	0.06

Condensed Consolidated Statements of Comprehensive Income

(In thousands) (Unaudited)

	Sixteen Week Periods Ended
	April 22, 2017			April 23, 2016
Net income	$	107,960		$	158,813
Other comprehensive (loss) income:
Changes in net unrecognized other postretirement benefit costs, net of tax of $55 and $118	(85		)	(182		)
Currency translation adjustments	(788		)	16,425
Total other comprehensive (loss) income	(873		)	16,243
Comprehensive income	$	107,087		$	175,056

The accompanying notes to the condensed consolidated financial statements

are an integral part of these statements.

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Advance Auto Parts, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
	Sixteen Week Periods Ended
	April 22, 2017			April 23, 2016
Cash flows from operating activities:
Net income	$	107,960		$	158,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,430			79,320
Share-based compensation	12,374			6,654
Loss on property and equipment, net	275			1,484
(Benefit) provision for deferred income taxes	(7,704		)	7,164
Other, net	1,699			(2,006		)
Net change in:
Receivables, net	(42,207		)	(50,224		)
Inventories	(89,384		)	(246,458		)
Accounts payable	(36,710		)	108,500
Accrued expenses	20,293			20,025
Other assets and liabilities	(8,945		)	5,174
Net cash provided by operating activities	35,081			88,446
Cash flows from investing activities:
Purchases of property and equipment	(65,279		)	(89,138		)
Proceeds from sales of property and equipment	947			1,227
Other, net	193			—
Net cash used in investing activities	(64,139		)	(87,911		)
Cash flows from financing activities:
Increase in bank overdrafts	8,490			14,644
Borrowings under credit facilities	483,500			357,500
Payments on credit facilities	(453,500		)	(331,500		)
Dividends paid	(8,902		)	(8,850		)
Proceeds from the issuance of common stock	1,036			1,085
Tax withholdings related to the exercise of stock appreciation rights	(5,707		)	(11,134		)
Repurchase of common stock	(3,121		)	(11,813		)
Other, net	(1,924		)	(125		)
Net cash provided by financing activities	19,872			9,807
Effect of exchange rate changes on cash	95			2,584
Net (decrease) increase in cash and cash equivalents	(9,091		)	12,926
Cash and cash equivalents, beginning of period	135,178			90,782
Cash and cash equivalents, end of period	$	126,087		$	103,708
Non-cash transactions:
Accrued purchases of property and equipment	$	14,524		$	20,504

The accompanying notes to the condensed consolidated financial statements

are an integral part of these statements.

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Advance Auto Parts, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(In thousands, except per share data) (Unaudited)

1. Description of Business and Basis of Presentation

Advance Auto Parts, Inc. and subsidiaries is a leading automotive aftermarket parts provider in North America, serving both "do-it-for-me", or Professional, and "do-it-yourself", or DIY customers. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company and include the accounts of Advance Auto Parts, Inc. ("Advance"), its wholly owned subsidiary, Advance Stores Company, Incorporated ("Advance Stores"), and its subsidiaries (collectively referred to as "Advance", "we", "us", "our" or "the Company").

As of April 22, 2017, the Company operated a total of 5,059 stores and 130 distribution branches primarily within the United States, with additional locations in Canada, Puerto Rico and the U.S. Virgin Islands. The Company's stores operate primarily under the trade names "Advance Auto Parts," "Carquest" and "Autopart International," and our distribution branches operate under the "Worldpac" trade name. In addition, the Company serves approximately 1,250 independently-owned Carquest branded stores ("independent stores") as of April 22, 2017 across the same geographic locations served by the Company's stores in addition to Mexico, the Bahamas, Turks and Caicos, the British Virgin Islands and the Pacific Islands.

The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position of the Company, the results of its operations and cash flows have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted based upon the Securities and Exchange Commission ("SEC") interim reporting guidance. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for 2016 as filed with the SEC on February 28, 2017.

The results of operations for the interim periods are not necessarily indicative of the operating results to be expected for the full fiscal year. The first quarter of each of the Company's fiscal years contains 16 weeks. The Company's remaining three quarters consist of 12 weeks.

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" aimed at simplifying certain aspects of accounting for share-based payment transactions. The areas for simplification include the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 in the first quarter of 2017 and recorded a cumulative effect reduction to beginning retained earnings of $490 related to the Company's election to record forfeitures as they occur. In addition, the Company elected to retrospectively adopt the provision regarding the presentation of excess tax benefits in the statement of cash flows, which resulted in an increase in our net cash provided by operating activities and a decrease in our net cash provided by financing activities of $13,145 for the sixteen weeks ended April 23, 2016. The provision requiring the inclusion of excess tax benefits (deficits) as a component of the provision for income taxes in the consolidated results of operations will be applied prospectively. The Company recorded excess tax benefits of $4,104 as a reduction in Provision for income taxes during the sixteen weeks ended April 22, 2017.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." This ASU is a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require lessees to recognize lease assets and lease liabilities for all leases, including those leases previously classified as operating leases under current GAAP. The ASU is effective for annual periods beginning after December 15, 2018 with early adoption permitted. From a balance sheet perspective, the Company expects adoption of the new standard to have a material effect on its Total assets and Total liabilities as a result of recording the required right of use asset and associated lease liability. However, the Company has not completed its analysis and is unable to quantify the impact at this time. At this time the Company does not expect adoption of ASU 2016-02 to have a material impact on its consolidated statements of operations as

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the majority of its leases will remain operating in nature. As such, the expense recognition will be similar to previously required straight-line expense treatment. The Company is also in the process of identifying changes to its business processes, systems and controls to support adoption of the new standard in 2019.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." This ASU, along with subsequent ASU's issued to clarify certain provisions of ASU 2014-09, is a comprehensive new revenue recognition model that expands disclosure requirements and requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company plans to adopt the new standard effective January 1, 2018 and apply the modified retrospective method. The Company is currently analyzing the impact of ASU 2014-09, as amended, on its revenue contracts, comparing the Company's current accounting policies and practices to the requirements of the new standard and identifying potential differences that would result from applying the new standard to its contracts. At this time, the Company does not expect adoption of the new standard to have a material impact on its consolidated financial condition, results of operations or cash flows. Additionally, the Company does not anticipate any significant changes to business processes, controls or systems as a result of adopting the new standard.

2. Inventories

Inventories are stated at the lower of cost or market. The Company used the LIFO method of accounting for approximately 88% and 89% of inventories at April 22, 2017 and December 31, 2016. Under the LIFO method, the Company’s cost of sales reflects the costs of the most recently purchased inventories, while the inventory carrying balance represents the costs for inventories purchased in 2017 and prior years. As a result of changes in the LIFO reserve, the Company recorded a reduction to cost of sales of $17,985 and $31,489 for the sixteen weeks ended April 22, 2017 and April 23, 2016.

An actual valuation of inventory under the LIFO method is performed by the Company at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs.

Inventory balances were as follows:

	April 22, 2017		December 31, 2016
Inventories at FIFO	$	4,189,980	$	4,120,030
Adjustments to state inventories at LIFO	223,823		205,838
Inventories at LIFO	$	4,413,803	$	4,325,868

3. Exit Activities

Integration of Carquest stores

The Company is in the process of a multi-year integration, which includes the consolidation and conversion of its Carquest stores acquired with General Parts International, Inc. (“GPI”) on January 2, 2014. As of April 22, 2017, 339 Carquest stores acquired with GPI had been consolidated into existing Advance Auto Parts stores and 320 stores had been converted to the Advance Auto Parts format. During the sixteen weeks ended April 22, 2017, a total of six Carquest stores were consolidated and 38 Carquest stores were converted. We expect to consolidate or convert the remaining U.S. Carquest stores over the next few years. As of April 22, 2017, the Company had 565 stores still operating under the Carquest name. The Company incurred $1,094 and $12,185 of exit costs related to the consolidations during the sixteen weeks ended April 22, 2017 and April 23, 2016, primarily related to closed store lease obligations. These costs are included in Selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Total Exit Liabilities

The Company's total exit liabilities include liabilities recorded in connection with the consolidation of Carquest stores described above, along with liabilities associated with closures that have occurred as part of our normal market evaluation

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process. Cash payments on the closed facility lease obligations are expected to be made through 2028. A summary of the Company’s exit liabilities are presented in the following table:

	Closed Facility Lease Obligations			Severance			Total
Balance, December 31, 2016	$	44,265		$	959		$	45,224
Reserves established	1,589			59			1,648
Change in estimates	2,304			(156		)	2,148
Cash payments	(6,410		)	(300		)	(6,710		)
Balance, April 22, 2017	$	41,748		$	562		$	42,310
Balance, January 2, 2016	$	42,490		$	6,255		$	48,745
Reserves established	23,252			988			24,240
Change in estimates	(3,073		)	(410		)	(3,483		)
Cash payments	(18,404		)	(5,874		)	(24,278		)
Balance, December 31, 2016	$	44,265		$	959		$	45,224

4. Intangible Assets

The Company's definite-lived intangible assets include customer relationships, favorable leases and non-compete agreements. Amortization expense was $14,566 and $14,942 for the sixteen weeks ended April 22, 2017 and April 23, 2016.

5. Receivables, net

Receivables consist of the following:

	April 22, 2017			December 31, 2016
Trade	$	446,746		$	407,301
Vendor	254,875			239,770
Other	13,849			23,345
Total receivables	715,470			670,416
Less: Allowance for doubtful accounts	(32,446		)	(29,164		)
Receivables, net	$	683,024		$	641,252

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6. Long-term Debt and Fair Value of Financial Instruments

Long-term debt consists of the following:

	April 22, 2017			December 31, 2016
Revolving facility at variable interest rates (4.10% at April 22, 2017) due January 31, 2022	$	30,000		$	—
5.75% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $1,812 and $1,994 at April 22, 2017 and December 31, 2016) due May 1, 2020	298,188			298,006
4.50% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $1,300 and $1,384 at April 22, 2017 and December 31, 2016) due January 15, 2022	298,700			298,616
4.50% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $3,516 and $3,673 at April 22, 2017 and December 31, 2016) due December 1, 2023	446,484			446,327
Other	520			306
	1,073,892			1,043,255
Less: Current portion of long-term debt (included in Other current liabilities)	(520		)	(306		)
Long-term debt, excluding current portion	$	1,073,372		$	1,042,949
Fair value of long-term debt	$	1,158,000		$	1,118,000

Fair Value of Financial Assets and Liabilities

The fair value of the Company's senior unsecured notes was determined using Level 2 inputs based on quoted market prices. The Company believes the carrying value of its other long-term debt approximates fair value. The carrying amounts of the Company's cash and cash equivalents, receivables, accounts payable and accrued expenses approximate their fair values due to the relatively short-term nature of these instruments.

Bank Debt

On January 31, 2017, the Company entered into a new credit agreement which provides a $1,000,000 unsecured revolving credit facility (the “2017 Credit Agreement”) with Advance Stores, as Borrower, the lenders party thereto, and Bank of America, N.A., as the administrative agent. This new revolver under the 2017 Credit Agreement replaced the revolver under the 2013 Credit Agreement. The 2017 Credit Agreement provides for the issuance of letters of credit with a sublimit of $200,000. The Company may request that the total revolving commitment be increased by an amount not exceeding $250,000 during the term of the 2017 Credit Agreement. Voluntary prepayments and voluntary reductions of the revolving loan balance, if any, are permitted in whole or in part, at the Company’s option, in minimum principal amounts as specified in the 2017 Credit Agreement. The 2017 Credit Agreement terminates in January 2022; however, the Company may request one or two one-year extensions of the termination date prior to the first or second anniversary of the closing date.

As of April 22, 2017, under the 2017 Credit Agreement, the Company had $30,000 outstanding borrowings under the revolver. As of April 22, 2017, the Company also had letters of credit outstanding of $100,719, which in conjunction with certain covenant restrictions reduced the availability under the revolver to $787,788. The letters of credit generally have a term of one year or less and primarily serve as collateral for the Company’s self-insurance policies.

The interest rates on outstanding amounts, if any, on the revolving facility under the 2017 Credit Agreement will be based, at the Company’s option, on an adjusted LIBOR, plus a margin, or an alternate base rate, plus a margin. After an initial interest period, the Company may elect to convert a particular borrowing to a different type. The initial margins per annum for the revolving loan are 1.10% for the adjusted LIBOR and 0.10% for alternate base rate borrowings. A facility fee of 0.15% per annum will be charged on the total revolving facility commitment, payable quarterly in arrears. Under the terms of the 2017 Credit Agreement, the interest rate spread, facility fee and commitment fee will be based on the Company’s credit rating.

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The 2017 Credit Agreement contains customary covenants restricting the ability of: (a) Advance Stores and its subsidiaries to, among other things, (i) create, incur or assume additional debt (only with respect to subsidiaries of Advance Stores), (ii) incur liens, (iii) guarantee obligations, and (iv) change the nature of its business conducted by itself and its subsidiaries; (b) Advance, Advance Stores and their subsidiaries to, among other things (i) enter into certain hedging arrangements, (ii) enter into restrictive agreements limiting their ability to incur liens on any of their property or assets, pay distributions, repay loans, or guarantee indebtedness of their subsidiaries; and (c) Advance, among other things, to change the holding company status of Advance. Advance Stores is required to comply with financial covenants with respect to a maximum leverage ratio and a minimum coverage ratio. The 2017 Credit Agreement also provides for customary events of default, including non-payment defaults, covenant defaults and cross-defaults of Advance Stores’ other material indebtedness. The Company was in compliance with its financial covenants with respect to the 2017 Credit Agreement as of April 22, 2017.

Debt Guarantees

The Company is a guarantor of loans made by banks to various independently-owned Carquest branded stores that are customers of the Company totaling $24,426 as of April 22, 2017. These loans are collateralized by security agreements on merchandise inventory and other assets of the borrowers. The approximate value of the inventory collateralized by these agreements is $67,046 as of April 22, 2017. The Company believes that the likelihood of performance under these guarantees is remote, and any fair value attributable to these guarantees would be very minimal.

7. Earnings per Share

Diluted earnings per share are calculated by including the effect of dilutive securities. Share-based awards to purchase approximately 42 and 22 shares of common stock during the sixteen week periods ended April 22, 2017 and April 23, 2016 were not included in the calculation of diluted earnings per share because they were anti-dilutive.

The following table illustrates the computation of basic and diluted earnings per share:

	Sixteen Weeks Ended
	April 22, 2017		April 23, 2016
Numerator
Net income	$	107,960	$	158,813
Denominator
Basic weighted average shares	73,782		73,401
Dilutive impact of share-based awards	311		446
Diluted weighted average shares	74,093		73,847
Basic earnings per share	$	1.46	$	2.16
Diluted earnings per share	$	1.46	$	2.14

8. Share-Based Compensation

During the sixteen week period ended April 22, 2017, the Company granted 145 time-based restricted stock units ("RSUs"), 46 performance-based RSUs and 23 market-based RSUs. The general terms of the time-based and performance-based RSUs are similar to awards previously granted by the Company. The market-based RSUs will vest depending on the Company's relative total shareholder return among a designated group of peer companies during a three-year period and will be subject to a one-year holding period after vesting.

The weighted average fair values of the time-based, performance-based and market-based RSUs granted during the sixteen week period ended April 22, 2017 were $157.94, $155.98 and $147.83 per share. For time-based and performance-based RSUs, the fair value of each award was determined based on the market price of the Company’s stock on the date of grant adjusted for expected dividends during the vesting period, as applicable. The fair value of each market-based RSU was determined using a Monte Carlo simulation model.

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Total share-based compensation expense included in the Company’s condensed consolidated statements of operations was $12,374 for the sixteen week period ended April 22, 2017 and the related income tax benefit recognized was $4,662. As of April 22, 2017, there was $59,612 of unrecognized compensation expense related to all share-based awards that is expected to be recognized over a weighted average period of 1.8 years.

9. Warranty Liabilities

The following table presents changes in the Company’s warranty reserves, which are included in Accrued expenses in its condensed consolidated balance sheets.

	April 22, 2017			December 31, 2016
	(16 weeks ended)			(52 weeks ended)
Warranty reserve, beginning of period	$	47,243		$	44,479
Additions to warranty reserves	15,969			46,903
Reserves utilized	(13,106		)	(44,139		)
Warranty reserve, end of period	$	50,106		$	47,243

10. Condensed Consolidating Financial Statements

Certain 100% wholly-owned domestic subsidiaries of Advance, including its Material Subsidiaries (as defined in the 2017 Credit Agreement) serve as guarantors of Advance's senior unsecured notes ("Guarantor Subsidiaries"). The subsidiary guarantees related to Advance's senior unsecured notes are full and unconditional and joint and several, and there are no restrictions on the ability of Advance to obtain funds from its Guarantor Subsidiaries. Certain of Advance's wholly-owned subsidiaries, including all of its foreign subsidiaries, do not serve as guarantors of Advance's senior unsecured notes ("Non-Guarantor Subsidiaries"). The Company presents below the condensed consolidating financial information for the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Investments in subsidiaries of the Company are presented under the equity method in the condensed consolidating financial statements.

Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, and cash flows of (i) Advance, (ii) the Guarantor Subsidiaries, (iii) the Non-Guarantor Subsidiaries, and (iv) the eliminations necessary to arrive at consolidated information for the Company. The statement of operations eliminations relate primarily to the sale of inventory from a Non-Guarantor Subsidiary to a Guarantor Subsidiary. The balance sheet eliminations relate primarily to the elimination of intercompany receivables and payables and subsidiary investment accounts.

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Condensed Consolidating Balance Sheets (Unaudited)

As of April 22, 2017

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	22	$	87,644	$	38,443	$	(22	)	$	126,087
Receivables, net	—		647,480		35,544		—			683,024
Inventories	—		4,218,338		195,465		—			4,413,803
Other current assets	179		82,726		1,133		(259		)	83,779
Total current assets	201		5,036,188		270,585		(281		)	5,306,693
Property and equipment, net of accumulated depreciation	120		1,430,216		9,285		—			1,439,621
Goodwill	—		943,359		47,336		—			990,695
Intangible assets, net	—		582,594		44,380		—			626,974
Other assets, net	4,513		64,053		621		(4,513		)	64,674
Investment in subsidiaries	3,121,169		390,370		—		(3,511,539		)	—
Intercompany note receivable	1,048,508		—		—		(1,048,508		)	—
Due from intercompany, net	—		—		319,244		(319,244		)	—
	$	4,174,511	$	8,446,780	$	691,451	$	(4,884,085	)	$	8,428,657
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	35	$	2,795,980	$	253,203	$	—		$	3,049,218
Accrued expenses	2,000		540,074		21,461		(259		)	563,276
Other current liabilities	—		42,307		4,852		(22		)	47,137
Total current liabilities	2,035		3,378,361		279,516		(281		)	3,659,631
Long-term debt	1,043,372		30,000		—		—			1,073,372
Deferred income taxes	—		431,097		19,544		(4,513		)	446,128
Other long-term liabilities	—		223,830		2,021		—			225,851
Intercompany note payable	—		1,048,508		—		(1,048,508		)	—
Due to intercompany, net	105,429		213,815		—		(319,244		)	—
Commitments and contingencies
Stockholders' equity	3,023,675		3,121,169		390,370		(3,511,539		)	3,023,675
	$	4,174,511	$	8,446,780	$	691,451	$	(4,884,085	)	$	8,428,657

10

Condensed Consolidating Balance Sheets (Unaudited)

As of December 31, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	22	$	78,543	$	56,635	$	(22	)	$	135,178
Receivables, net	—		619,229		22,023		—			641,252
Inventories	—		4,126,465		199,403		—			4,325,868
Other current assets	—		69,385		1,153		(72		)	70,466
Total current assets	22		4,893,622		279,214		(94		)	5,172,764
Property and equipment, net of accumulated depreciation	128		1,436,459		9,753		—			1,446,340
Goodwill	—		943,359		47,518		—			990,877
Intangible assets, net	—		595,596		45,307		—			640,903
Other assets, net	4,634		63,376		773		(4,634		)	64,149
Investment in subsidiaries	3,008,856		375,420		—		(3,384,276		)	—
Intercompany note receivable	1,048,424		—		—		(1,048,424		)	—
Due from intercompany, net	—		—		316,109		(316,109		)	—
	$	4,062,064	$	8,307,832	$	698,674	$	(4,753,537	)	$	8,315,033
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	—	$	2,813,937	$	272,240	$	—		$	3,086,177
Accrued expenses	1,505		526,652		26,312		(72		)	554,397
Other current liabilities	—		32,508		2,986		(22		)	35,472
Total current liabilities	1,505		3,373,097		301,538		(94		)	3,676,046
Long-term debt	1,042,949		—		—		—			1,042,949
Deferred income taxes	—		439,283		19,633		(4,634		)	454,282
Other long-term liabilities	—		223,481		2,083		—			225,564
Intercompany note payable	—		1,048,424		—		(1,048,424		)	—
Due to intercompany, net	101,418		214,691		—		(316,109		)	—
Commitments and contingencies
Stockholders' equity	2,916,192		3,008,856		375,420		(3,384,276		)	2,916,192
	$	4,062,064	$	8,307,832	$	698,674	$	(4,753,537	)	$	8,315,033

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Condensed Consolidating Statements of Operations (Unaudited)

For the Sixteen weeks ended April 22, 2017

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,801,854		$	172,004		$	(83,020	)	$	2,890,838
Cost of sales, including purchasing and warehousing costs	—			1,577,273			125,901			(83,020		)	1,620,154
Gross profit	—			1,224,581			46,103			—			1,270,684
Selling, general and administrative expenses	14,797			1,067,656			24,402			(15,951		)	1,090,904
Operating (loss) income	(14,797		)	156,925			21,701			15,951			179,780
Other, net:
Interest (expense) income	(16,290		)	(2,159		)	19			—			(18,430		)
Other income (expense), net	31,784			(7,352		)	(3,668		)	(15,951		)	4,813
Total other, net	15,494			(9,511		)	(3,649		)	(15,951		)	(13,617		)
Income before provision for income taxes	697			147,414			18,052			—			166,163
(Benefit) provision for income taxes	(1,743		)	57,446			2,500			—			58,203
Income before equity in earnings of subsidiaries	2,440			89,968			15,552			—			107,960
Equity in earnings of subsidiaries	105,520			15,552			—			(121,072		)	—
Net income	$	107,960		$	105,520		$	15,552		$	(121,072	)	$	107,960

Condensed Consolidating Statements of Operations (Unaudited)

For the Sixteen weeks ended April 23, 2016

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	2,892,386		$	188,975	$	(101,583	)	$	2,979,778
Cost of sales, including purchasing and warehousing costs	—			1,598,817			132,655		(101,583		)	1,629,889
Gross profit	—			1,293,569			56,320		—			1,349,889
Selling, general and administrative expenses	7,911			1,060,767			28,358		(18,146		)	1,078,890
Operating (loss) income	(7,911		)	232,802			27,962		18,146			270,999
Other, net:
Interest (expense) income	(16,143		)	(2,823		)	23		—			(18,943		)
Other income (expense), net	23,542			(6,276		)	4,003		(18,146		)	3,123
Total other, net	7,399			(9,099		)	4,026		(18,146		)	(15,820		)
(Loss) income before provision for income taxes	(512		)	223,703			31,988		—			255,179
(Benefit) provision for income taxes	(1,430		)	91,275			6,521		—			96,366
Income before equity in earnings of subsidiaries	918			132,428			25,467		—			158,813
Equity in earnings of subsidiaries	157,895			25,467			—		(183,362		)	—
Net income	$	158,813		$	157,895		$	25,467	$	(183,362	)	$	158,813

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Condensed Consolidating Statements of Comprehensive Income (Unaudited)

For the Sixteen Weeks ended April 22, 2017

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	107,960		$	105,520		$	15,552		$	(121,072	)	$	107,960
Other comprehensive loss	(873		)	(873		)	(788		)	1,661			(873		)
Comprehensive income	$	107,087		$	104,647		$	14,764		$	(119,411	)	$	107,087

Condensed Consolidating Statements of Comprehensive Income (Unaudited)

For the Sixteen Weeks ended April 23, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net income	$	158,813	$	157,895	$	25,467	$	(183,362	)	$	158,813
Other comprehensive income	16,243		16,243		16,425		(32,668		)	16,243
Comprehensive income	$	175,056	$	174,138	$	41,892	$	(216,030	)	$	175,056

13

Condensed Consolidating Statements of Cash Flows (Unaudited)

For the Sixteen weeks ended April 22, 2017

	Advance Auto Parts, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	55,378		$	(20,297	)	$	—		$	35,081
Cash flows from investing activities:
Purchases of property and equipment	—		(64,978		)	(301		)	—			(65,279		)
Proceeds from sales of property and equipment	—		947			—			—			947
Other, net	—		(253		)	446			—			193
Net cash (used in) provided by investing activities	—		(64,284		)	145			—			(64,139		)
Cash flows from financing activities:
Increase in bank overdrafts	—		6,625			1,865			—			8,490
Borrowings under credit facilities	—		483,500			—			—			483,500
Payments on credit facilities	—		(453,500		)	—			—			(453,500		)
Dividends paid	—		(8,902		)	—			—			(8,902		)
Proceeds from the issuance of common stock	—		1,036			—			—			1,036
Tax withholdings related to the exercise of stock appreciation rights	—		(5,707		)	—			—			(5,707		)
Repurchase of common stock	—		(3,121		)	—			—			(3,121		)
Other, net	—		(1,924		)	—			—			(1,924		)
Net cash provided by financing activities	—		18,007			1,865			—			19,872
Effect of exchange rate changes on cash	—		—			95			—			95
Net increase (decrease) in cash and cash equivalents	—		9,101			(18,192		)	—			(9,091		)
Cash and cash equivalents, beginning of period	22		78,543			56,635			(22		)	135,178
Cash and cash equivalents, end of period	$	22	$	87,644		$	38,443		$	(22	)	$	126,087

14

Condensed Consolidating Statements of Cash Flows (Unaudited)

For the Sixteen weeks ended April 23, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	89,349		$	(903	)	$	—		$	88,446
Cash flows from investing activities:
Purchases of property and equipment	—		(88,303		)	(835		)	—			(89,138		)
Proceeds from sales of property and equipment	—		1,226			1			—			1,227
Net cash used in investing activities	—		(87,077		)	(834		)	—			(87,911		)
Cash flows from financing activities:
Increase in bank overdrafts	—		7,670			6,974			—			14,644
Borrowings under credit facilities	—		357,500			—			—			357,500
Payments on credit facilities	—		(331,500		)	—			—			(331,500		)
Dividends paid	—		(8,850		)	—			—			(8,850		)
Proceeds from the issuance of common stock	—		1,085			—			—			1,085
Tax withholdings related to the exercise of stock appreciation rights	—		(11,134		)	—			—			(11,134		)
Repurchase of common stock	—		(11,813		)	—			—			(11,813		)
Other, net	—		(125		)	—			—			(125		)
Net cash provided by financing activities	—		2,833			6,974			—			9,807
Effect of exchange rate changes on cash	—		—			2,584			—			2,584
Net increase in cash and cash equivalents	—		5,105			7,821			—			12,926
Cash and cash equivalents, beginning of period	8		63,458			27,324			(8		)	90,782
Cash and cash equivalents, end of period	$	8	$	68,563		$	35,145		$	(8	)	$	103,708

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes included in our 2016 Form 10-K and our unaudited condensed consolidated financial statements and the notes to those statements that appear elsewhere in this report.

Certain statements in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are usually identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “projection,” “should,” “strategy,” “will,” or similar expressions. We intend for any forward-looking statements to be covered by, and we claim the protection under, the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based upon assessments and assumptions of management in light of historical results and trends, current conditions and potential future developments that often involve judgments, estimates, assumptions and projections. Forward-looking statements reflect current views about our plans, strategies and prospects, which are based on information currently available.

Although we believe that our plans, intentions and expectations as reflected in or suggested by any forward-looking statements are reasonable, we do not guarantee or give assurance that such plans, intentions or expectations will be achieved. Actual results may differ materially from our anticipated results described or implied in our forward-looking statements, and such differences may be due to a variety of factors. Our business could also be affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.

Listed below and discussed in our Annual Report on Form 10-K for the year ended December 31, 2016 (filed with the Securities and Exchange Commission, or SEC, on February 28, 2017), which we refer to as our 2016 Form 10-K, are some important risks, uncertainties and contingencies which could cause our actual results, performance or achievements to be materially different from any forward-looking statements made or implied in this report. These include, but are not limited to, the following:

• a decrease in demand for our products;

• competitive pricing and other competitive pressures;

• our ability to implement our business strategy;

• our ability to expand our business, including the location of available and suitable real estate for new store locations, the integration of any acquired businesses and the continued increase in supply chain capacity and efficiency;

• our dependence on our suppliers to provide us with products that comply with safety and quality standards;

• our ability to attract, develop and retain executives and other key employees, or Team Members;

• the potential for fluctuations in the market price of our common stock and the resulting exposure to securities class action litigation;

• the risk that our level of indebtedness may limit our operating flexibility or otherwise strain our liquidity and financial condition;

• deterioration in general macro-economic conditions, including unemployment, inflation or deflation, consumer debt levels, high fuel and energy costs, higher tax rates or uncertain credit markets;

• regulatory and legal risks, including being named as a defendant in administrative investigations or litigation, and the incurrence of legal fees and costs, the payment of fines or the payment of sums to settle litigation or administrative investigations or proceedings;

• a security breach or other cyber security incident;

• business interruptions due to the occurrence of natural disasters, extended periods of unfavorable weather, computer system malfunction, wars or acts of terrorism; and

• the impact of global climate change or legal and regulatory responses to such change.

We assume no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our other reports and documents filed with the SEC and you should not place undue reliance on those statements.

16

Management Overview

We generated diluted earnings per share ("Diluted EPS") of $1.46 during our sixteen weeks ended April 22, 2017 (or the first quarter of 2017) compared to $2.14 for the comparable period of 2016. When adjusted for the following non-operational items, our adjusted diluted earnings per share ("Adjusted EPS") was $1.60 during the first quarter of 2017 compared to $2.51 during the comparable period of 2016:

	Q1 2017			Q1 2016
GPI integration and store consolidation costs	$	0.11		$	0.26
GPI amortization of acquired intangible assets	$	0.10		$	0.11
Other income adjustment	$	(0.07	)	$	—

Refer to "Reconciliation of Non-GAAP Financial Measures" for further details of our comparable adjustments and the usefulness of such measures to investors.

Our comparable store sales declined 2.7% in the first quarter of 2017, driven by timing impacts from the fourth quarter of 2016 and macroeconomic pressures on the industry. The shift in holiday timing, which increased sales in the fourth quarter of 2016, negatively impacted the first quarter of 2017. In addition, an increase in winter related demand late in 2016 pulled sales out of the first quarter of 2017. Macroeconomic pressures within the overall industry also resulted in softer consumer demand in the middle of the quarter, resulting in a slower start to the spring selling season.

As in the past several quarters, our operating profit margin reflects deliberate choices to invest in our business and improve productivity for the long-term. Despite the softness in sales, we made the decision to sustain our investments in customer service initiatives, which lowered operating margins for the quarter. However, these investments are necessary as we build a foundation for sustainable, long-term performance improvement.

Summary of FirstQuarter Financial Results

A high-level summary of our financial results for the first quarter of 2017 is included below:

• Total sales during the first quarter of 2017 were $2,890.8 million, a decrease of 3.0% as compared to the first quarter of 2016. This decrease was primarily driven by a comparable store sales decline of 2.7%, store closures and the effect of Carquest store consolidations.

• Operating income for the first quarter of 2017 was $179.8 million, a decrease of $91.2 million from the comparable period of 2016. As a percentage of total sales, operating income was 6.2%, a decrease of 288 basis points versus the comparable period of 2016.

• Inventories as of April 22, 2017 increased $87.9 million, or 2.0%, over inventories as of December 31, 2016. The first quarter is typically our highest inventory build quarter for the year as we prepare for the spring and summer selling season. Year-over-year we have decreased inventory from April 23, 2016 as a result of improved inventory management.

• We generated operating cash flow of $35.1 million for the first quarter of 2017, a decrease of 60.3%, primarily due to decreased sales coupled with higher cash outflows associated with accounts payable, partially offset by lower growth in inventories as compared to the same period in 2016.

Refer to "Results of Operations" and "Liquidity and Capital Resources" for further details of our income statement and cash flow results.

Business Update

We continue to make progress on the growth and margin expansion elements of our strategic business plan, including improving the customer experience and driving consistent execution for both Professional and DIY customers. For our Professional customers we are building on the successful pilots we conducted in 2016 to improve availability and position the right parts closer to the right customers by store, while reducing order to delivery time and overall inventory levels. These capabilities will be expanded to additional markets throughout the year. The improvements in availability will be augmented with an enhanced technology platform, expected to be fully deployed in the third quarter of 2017, that will provide better

17

customer insight for Customer Account Managers. During the first quarter of 2017, we also piloted programs aimed at standardizing the in-store DIY experience so that every store has the same consistent processes, training and approach to servicing the customer.

Our productivity agenda focuses on reducing costs through i) zero based budgeting, ii) optimizing our supply chain and iii) reducing material input costs. We have completed process redesigns and policy changes in many areas of the Company to identify and eliminate redundancies and unproductive spending. In addition, we have been conducting an extensive review of product categories to better understand the material cost of the Stock Keeping Units ("SKUs") in our assortment and how we can collaborate with our suppliers to lower costs and increase volume. With regards to our supply chain, we are looking at it differently by starting with the customer and working back to better meet their needs. The optimization of our supply chain will include building new capabilities while driving productivity though a better utilization of our entire asset base. To date, we have been building the foundational elements of our productivity agenda. We are now beginning to drive execution of these plans, and expect to see cost savings in the second half of 2017.

Industry Update

Operating within the automotive aftermarket industry, we are influenced by a number of general macroeconomic factors similar to those affecting the overall retail industry. These factors include, but are not limited to, fuel costs, unemployment rates, consumer confidence and competition. We believe the macroeconomic environment should position our industry favorably overall in 2017 as continued lower fuel costs, a stabilized labor market and increasing disposable income should help to provide a positive impact. In addition, industry fundamentals continue to be strong with miles driven increasing and the number of vehicles 11 years and older continuing to increase.    Conversely, we continue to monitor factors negatively affecting the automotive aftermarket industry including the deferral of elective automotive maintenance in the near term as more consumers contemplate new automobile purchases and longer maintenance and part failure intervals on newer cars due to improved quality.

Our business is also somewhat seasonal in nature, with the highest sales usually occurring in the spring and summer months. In addition, our business can be affected significantly by weather conditions. While unusually heavy precipitation tends to soften sales as elective maintenance is deferred during such periods, extremely hot or cold weather tends to enhance sales by causing automotive parts to fail at an accelerated rate.

Store Development

We serve our Professional and DIY customers in a similar fashion through four different store brands. The table below sets forth detail of our store and branch development activity for the sixteen weeks ended April 22, 2017, including the consolidation of stores as part of our integration plans, and the number of locations with Professional delivery programs. In addition to the changes in our store counts detailed below, during the sixteen weeks ended April 22, 2017 we relocated 11 of our stores.

We calculate comparable store sales based on the change in store or branch sales starting once a location has been open for 13 complete accounting periods (approximately one year) and by including e-commerce sales. Sales to independently-owned Carquest stores are excluded from our comparable store sales. Acquired stores are included in our comparable store sales once the stores have completed 13 complete accounting periods following the acquisition date.

	AAP		AI	CARQUEST		WORLDPAC	Total
December 31, 2016	4,273		181	608		127	5,189
New	8		1	3		3	15
Closed	(4	)	—	(2	)	—	(6	)
Consolidated (1)	(3	)	—	(6	)	—	(9	)
Converted (2)	38		—	(38	)	—	—
April 22, 2017	4,312		182	565		130	5,189
Locations with professional delivery programs	3,589		182	565		130	4,466

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⁽¹⁾ Consolidated stores include Carquest stores whose operations were consolidated into existing AAP locations as a result of the planned integration of Carquest.

⁽²⁾ Converted stores include Carquest stores that were re-branded as an AAP store as a result of the planned integration of Carquest.

Critical Accounting Policies and Estimates

Our discussion and analysis of the financial condition and results of operations are based on these financial statements. The preparation of these financial statements requires the application of accounting policies in addition to certain estimates and judgments by our management. Our estimates and judgments are based on currently available information, historical results and other assumptions we believe are reasonable. Actual results could differ materially from these estimates. During the sixteen weeks ended April 22, 2017, we consistently applied the critical accounting policies discussed in our 2016 Form 10-K. For a complete discussion regarding these critical accounting policies, refer to the 2016 Form 10-K.

Results of Operations

The following table sets forth certain of our operating data expressed as a percentage of net sales for the periods indicated.

	Sixteen Week Periods Ended										$ Increase/(Decrease)			Basis point Increase/(Decrease)
(In millions)	April 22, 2017					April 23, 2016
Net sales	$	2,890.8		100.0	%	$	2,979.8		100.0	%	$	(88.9	)	—
Cost of sales	1,620.2			56.0		1,629.9			54.7		(9.7		)	135
Gross profit	1,270.7			44.0		1,349.9			45.3		(79.2		)	(135	)
SG&A expense	1,090.9			37.7		1,078.9			36.2		12.0			153
Operating income	179.8			6.2		271.0			9.1		(91.2		)	(288	)
Interest expense	(18.4		)	(0.6	)	(18.9		)	(0.6	)	0.5			—
Other income, net	4.8			0.2		3.1			0.1		1.7			6
Provision for income taxes	58.2			2.0		96.4			3.2		(38.2		)	(122	)
Net income	$	108.0		3.7	%	$	158.8		5.3	%	$	(50.9	)	(160	)

Note: Table amounts may not foot due to rounding.

Net Sales

The sales decrease was primarily due to our comparable store sales decrease of 2.7% and the portion of sales that did not transfer from stores that were consolidated. The decrease in comparable store sales was driven by a decline in transactions, partially offset by an increase in average transaction value. Our comparable store sales were negatively impacted bythe shift in the New Years holiday, which increased sales in the fourth quarter of 2016 and negatively impacted the first quarter of 2017. In addition, our customer traffic was challenged due to macroeconomic pressures within the overall industry resulting in softer consumer demand primarily in February and March and a slower start to the spring selling season.

Gross Profit

The decrease in the gross profit rate was primarily due to supply chain expense deleverage resulting from the comparable store sales decline and the negative impact of lower inventory growth compared to the prior year as we strive to better optimize our inventory levels.

SG&A

The increase in the SG&A rate was driven by investments in customer facing costs, including store labor, incentives and other support costs to better serve the customer, and expense deleverage resulting from the comparable store sales decline partially offset by lower restructuring and integration costs in the first quarter of 2017.

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Other Income, Net

The increase in other income, net for the sixteen weeks ended April 22, 2017 was due to $8.4 million of income recognized from an indemnification agreement associated with the acquisition of General Parts International, Inc. (GPI) in 2014.

Income Taxes

Our effective income tax rate was 35.0% and 37.8% for the sixteen weeks ended April 22, 2017 and April 23, 2016. The decrease in the effective tax rate was primarily related to excess tax benefits from share-based payment awards of $4.1 million recognized as a result of the adoption of ASU 2016-09 in the first quarter of 2017.

Reconciliation of Non-GAAP Financial Measures

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles (“GAAP”). Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented these non-GAAP financial measures as we believe that the presentation of our financial results that exclude non-cash charges related to the acquired GPI intangibles and non-operational expenses associated with i) the integration of GPI and ii) store closure and consolidation costs is useful and indicative of our base operations because the expenses vary from period to period in terms of size, nature and significance and relate to the integration of GPI and store closure activity in excess of historical levels. These measures assist in comparing our current operating results with past periods and with the operational performance of other companies in our industry. The disclosure of these measures allows investors to evaluate our performance using the same measures management uses in developing internal budgets and forecasts and in evaluating management’s compensation. Included below is a description of the expenses we have determined are not normal, recurring cash operating expenses necessary to operate our business and the rationale for why providing these measures are useful to investors as a supplement to the GAAP measures.

GPI Integration Expenses - As disclosed in our filings with the SEC, we acquired GPI for $2.08 billion on January 2, 2014 and are in the midst of a multi-year integration plan to integrate the operations of GPI with Advance Auto Parts. This includes the integration of product brands and assortments, supply chain and information technology. The integration is being completed in phases and the nature and timing of expenses will vary from quarter to quarter over several years. The integration of product brands and assortments was primarily completed in 2015 and our focus shifted to integrating the supply chain and information technology systems. Due to the size of the acquisition, we consider these expenses to be outside of our base business. Therefore, we believe providing additional information in the form of non-GAAP measures that exclude these costs is beneficial to the users of our financial statements in evaluating the operating performance of our base business and our sustainability once the integration is completed.

Store Closure and Consolidation Expenses - Store closure and consolidation expenses consist of expenses associated with our plans to convert and consolidate the Carquest stores acquired from GPI. The conversion and consolidation of the Carquest stores is a multi-year process that began in 2014. As of April 22, 2017, 339 Carquest stores acquired from GPI had been consolidated into existing Advance Auto Parts stores and 320 stores had been converted to the Advance Auto Parts format. As of April 22, 2017, we operated 565 stores under the Carquest name. While periodic store closures are common, these closures represent a major program outside of our typical market evaluation process. We believe it is useful to provide additional non-GAAP measures that exclude these costs to provide investors greater comparability of our base business and core operating performance. We also continue to have store closures that occur as part of our normal market evaluation process and have not excluded the expenses associated with these store closures in computing our non-GAAP measures.

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We have included a reconciliation of this information to the most comparable GAAP measures in the following tables.

	Sixteen Week Periods Ended (in millions, except per share data)
	April 22, 2017			April 23, 2016
Net income (GAAP)	$	108.0		$	158.8
SG&A adjustments:
GPI integration and store consolidation costs	12.9			31.4
GPI amortization of acquired intangible assets	12.3			12.7
Other income adjustment (a)	(8.4		)	—
Provision for income taxes on adjustments (b)	(6.4		)	(16.7		)
Adjusted net income (Non-GAAP)	$	118.4		$	186.2
Diluted earnings per share (GAAP)	$	1.46		$	2.14
Adjustments, net of tax	0.14			0.37
Adjusted EPS (Non-GAAP)	$	1.60		$	2.51

^(a)  The adjustment to Other income for the sixteen weeks ended April 22, 2017 relates to income recognized from an indemnification agreement associated with the acquisition of GPI.

^(b)  The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate in effect for the respective non-GAAP adjustments.

Liquidity and Capital Resources

Overview

Our primary cash requirements necessary to maintain our current operations include payroll and benefits, inventory purchases, contractual obligations, capital expenditures, payment of income taxes and funding of initiatives under our strategic business plan. In addition, we may use available funds for acquisitions, to repay borrowings under our credit agreement, to periodically repurchase shares of our common stock under our stock repurchase programs and for the payment of quarterly cash dividends. Historically, we have funded these requirements primarily through cash generated from operations, supplemented by borrowings under our credit facilities and notes offerings as needed. We believe funds generated from our expected results of operations, available cash and cash equivalents, and available borrowings under our credit facility will be sufficient to fund our primary obligations for the next year.

Our cash and cash equivalents and outstanding indebtedness as of April 22, 2017 and December 31, 2016 are as follows:

	April 22, 2017		December 31, 2016
	(in millions)
Cash and cash equivalents	$	126.1	$	135.2
Long-term debt, including current portion	$	1,073.9	$	1,043.3

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Analysis of Cash Flows

A summary and analysis of our cash flows is included below.

	Sixteen Week Periods Ended
	April 22, 2017			April 23, 2016
	(in millions)
Cash flows provided by operating activities	$	35.1		$	88.4
Cash flows used in investing activities	(64.1		)	(87.9		)
Cash flows provided by financing activities	19.9			9.8
Effect of exchange rate changes on cash	0.1			2.6
Net (decrease) increase in cash and cash equivalents	$	(9.1	)	$	12.9

Operating Activities

For the sixteen weeks ended April 22, 2017, net cash provided by operating activities decreased by $53.4 million to $35.1 million compared to the comparable period of 2016. The net decrease in operating cash flows compared to the prior year was primarily driven by a decrease in net income and higher cash outflows associated with accounts payable, partially offset by lower growth in inventory. The first quarter is typically our highest inventory growth quarter due to seasonality. During the first quarter of 2017, inventories increased approximately 2% compared to a 6% increase in the same period of last year.

Investing Activities

For the sixteen weeks ended April 22, 2017, net cash used in investing activities decreased by $23.8 million to $64.1 million compared to the comparable period of 2016. Cash used in investing activities for the sixteen weeks ended April 22, 2017 consisted primarily of purchases of property and equipment, which is $23.9 million lower than the prior year primarily as a result of lower investments in new stores and information technology as compared to the comparable period of 2016.

Our primary capital requirements have been the funding of our new store development (leased and owned locations), maintenance of existing stores, investments in supply chain and information technology and GPI integration expenditures. We lease approximately 84% of our stores. Our capital expenditures were $65.3 million for the sixteen weeks ended April 22, 2017.

Our future capital requirements will depend in large part on the number and timing of new stores we open within a given year and the investments we make in existing stores, information technology, supply chain network and the integration of GPI. In 2017, we anticipate that our capital expenditures will be approximately $250.0 million but may vary with business conditions. These investments will primarily include GPI integration expenditures for store conversions and supply chain and systems integration activities; new store development (leased and owned locations); and investments in our existing stores, supply chain network and systems. During the sixteen weeks ended April 22, 2017, we opened 12 stores and three Worldpac branches compared to 14 stores and three branches during the comparable period of last year. We anticipate opening between 75 to 85 stores and Worldpac branches during 2017.

Financing Activities

For the sixteen weeks ended April 22, 2017, net cash provided by financing activities was $19.9 million, an increase of $10.1 million as compared the sixteen weeks ended April 23, 2016. This increase was primarily a result of lower tax withholdings and repurchases of common stock associated with exercises under our share-based compensation plan partially offset by the timing of bank overdrafts.

Since 2006, our Board of Directors has declared quarterly dividends of $0.06 per share to stockholders of record. On May 16, 2017, our Board of Directors declared a quarterly dividend of $0.06 per share to be paid on July 7, 2017 to all common stockholders of record as of June 23, 2017.

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Long-Term Debt

On January 31, 2017 we entered into a new credit agreement which provides a $1.0 billion unsecured revolving credit facility. This new revolver under our new credit agreement replaced the revolver under our previous credit agreement entered into in 2013 and is further described in Note 6, Long-term Debt, in this Form 10-Q.

As of April 22, 2017, we had a credit rating from Standard & Poor’s of BBB- and from Moody’s Investor Service of Baa2. The current outlooks by Standard & Poor’s and Moody’s are both stable. The current pricing grid used to determine our borrowing rate under the 2017 Credit Agreement is based on our credit ratings. Therefore, if these credit ratings decline, our interest rate on outstanding balances may increase and our access to additional financing on favorable terms may become more limited. In addition, it could reduce the attractiveness of our vendor payment program, where certain of our vendors finance payment obligations from us with designated third party financial institutions, which could result in increased working capital requirements. Conversely, if these credit ratings improve, our interest rate may decrease.

Internet Address and Access to SEC Filings

Our Internet address is www.AdvanceAutoParts.com. We make available free of charge through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC's website atwww.sec.gov.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our exposure to market risk since December 31, 2016. Refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2016 Form 10-K.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of April 22, 2017 in accordance with Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended April 22, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth the information with respect to repurchases of our common stock:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) (In thousands)
January 1, 2017 to January 28, 2017	76	$	172.77	—	$	415,092
January 29, 2017 to February 25, 2017	4,049	163.40		—	415,092
February 26, 2017 to March 25, 2017	7,250	156.57		—	415,092
March 26, 2017 to April 22, 2017	9,306	140.89		—	415,092
Total	20,681	$	150.91	—	$	415,092

⁽¹⁾  We repurchased 20,681 shares of our common stock, at an aggregate cost of $3.1 million, or an average purchase price of $150.91 per share, in connection with the net settlement of shares issued as a result of the vesting of restricted stock units during the sixteen weeks ended April 22, 2017.

⁽²⁾  Our $500 million stock repurchase program was authorized by our Board of Directors on May 14, 2012.

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ITEM 6. EXHIBITS

		Incorporated by Reference			Filed
Exhibit No.	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Restated Certificate of Incorporation of Advance Auto Parts, Inc. (“Advance Auto”) (as amended effective as of June 6, 2016).	10-Q	3.1	8/25/2016
3.2	Amended and Restated Bylaws of Advance Auto, effective as of March 1, 2017.	8-K	3.2	3/7/2017
10.1	Form of 2017 Advance Auto Parts, Inc. Performance-Based Restricted Stock Unit Award Agreement.				X
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURE

Pursuant to the requirements 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.

	ADVANCE AUTO PARTS, INC.
May 24, 2017	By:	/s/ Jeffrey W. Shepherd
		Jeffrey W. Shepherd Senior Vice President, Controller and Chief Accounting Officer

S-1

EX-10.1

Exhibit 10.1

Advance Auto Parts, Inc.

2017 Performance-Based Restricted Stock Unit Award Agreement

This certifies that Advance Auto Parts, Inc. (the “Company”) has granted to

Name

(the “Participant”) an award of Performance-Based Restricted Stock Units (“PSUs”) representing the right to receive a like number of shares (“Shares”) of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ( “Common Stock”), as indicated in the terms outlined below, subject to certain restrictions and on the terms and conditions contained in this Award Agreement (“Agreement”) and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the “Plan”). In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

1. Grant of PSUs: As specified below, on the Award Date the following award of PSUs (at Target Level) (the “Target Award”) has been granted to the Participant:

Award Date	Number of PSUs Granted (at Target Level)
Grant Date	##

2. Vesting: Subject to the remaining provisions of this award:

The Participant’s PSUs may vest, in an amount up to the maximum vesting PSUs (defined below) on the Performance Vesting Date, subject to continued employment or other association with the Company through that date and except as otherwise provided in Section 3 of this Agreement. The number of PSUs that may vest will be determined in accordance with the following rules, subject to certification by the Committee of the Company’s Comparable Store Sales, Return on Invested Capital (“ROIC”), and Relative Total Shareholder Return (“Relative TSR”) for the applicable Performance Period, each as defined in this Section 2. For Comparable Store Sales and ROIC, the applicable Performance Period shall be the 2017 through 2019 fiscal years, and for Relative TSR the applicable Performance Period shall be the three-year period commencing on the Award Date and ending on the day prior to the third anniversary of the Award Date.

a. A designated portion of the Participant’s PSUs may vest based upon the Company’s average annual Comparable Store Sales growth over the applicable Performance Period, calculated in a manner consistent with the Company’s current Comparable Store Sales policy, according to the schedule established by the Committee as shown in Exhibit 1 to this Agreement. If the Company achieves target level performance, the payout amount shall be the Number of Shares to Vest (at Target Level) listed in this Section 2. Payout amounts based on performance results between threshold and maximum levels will be determined using straight line interpolation between specified points of performance. If the Company’s average annual Comparable Stores Sales growth over the applicable Performance Period is less than the threshold level of Comparable Store Sales growth set forth in Exhibit 1 to this Agreement, no PSUs based on Comparable Store Sales growth will vest.

b. A designated portion of the Participant’s PSUs may vest based upon the Company’s Cumulative ROIC performance during the applicable Performance Period, according to the schedule established by the Committee as shown in Exhibit 1 to this Agreement. If the Company achieves target level performance, the payout amount shall be the Number of Shares to Vest (at Target Level) listed in this Section 2. Payout amounts based on performance results between the threshold and maximum levels will be determined using straight line interpolation between specified points of performance. If the Company’s average annual Comparable Stores Sales growth over applicable Performance Period is less than the threshold level of Comparable Store Sales growth set forth in Exhibit 1 to this Agreement, no PSUs based on the Company’s Cumulative ROIC will vest.

The Company’s Cumulative ROIC shall be calculated as a percentage by dividing the Company’s After-tax Operating Earnings by the Company’s Total Invested Capital as follows:

After-Tax Operating Earnings (Year 1)	+	After-Tax Operating Earnings (Year 2)	+	After-Tax Operating Earnings (Year 3)
Divided By…
Total Invested Capital (Year 1)	+	Total Invested Capital (Year 2)	+	Total Invested Capital (Year 3)

For purposes of this performance measure:

• “After-tax Operating Earnings” shall mean the sum of the Company’s Net Income plus After-tax Other, net (including interest expense and other income (expense), net) plus After-tax rent expense: and

• “Total Invested Capital” shall mean the sum of Average assets less Average liabilities (excluding debt), calculated as the average of the beginning and ending amounts for the fiscal year, plus Capitalized lease obligation, calculated as six times rent expense ,

c. A designated portion of the Participant’s PSUs may vest based upon the Company’s Relative TSR for the applicable Performance Period, relative to the peer group established by the Committee for review of 2017 pay opportunities (as disclosed in the Company’s 2017 Proxy Statement and listed in Exhibit 1 to this Agreement). If the Company achieves target level performance, the payout amount shall be the Number of Shares to Vest (at Target Level) listed in this Section 2. Payout amounts based on performance results between the threshold and maximum levels will be determined using straight line interpolation between specified points of performance. If the Company’s Relative TSR performance is less than the threshold level of Relative TSR performance set forth in Exhibit 1 to this Agreement, no PSUs based on the Company’s Relative TSR performance will vest. If the Company’s TSR results are negative during the applicable Performance Period, PSUs based on Relative TSR will not vest at more than 100% of the target level. Any PSUs that may vest based on the Company’s Relative TSR performance will be converted to Deferred Share Units (“DSUs”) as of the Performance Vesting Date and will be required to be held for one year following the Performance Vesting Date.

The Participant’s “Maximum Vesting PSUs” is 200% of the number of PSUs indicated above in the box labeled “Number of PSUs to Vest (at Target Level).”

3. Termination of Service: If, prior to the Performance Vesting Date, the Participant’s employment or other association with the Company and its affiliates ends for any reason, the Participant’s rights to unvested PSUs shall be immediately and irrevocably forfeited, except as follows:

a. Retirement: If termination of employment or other affiliation is on account of Retirement (as defined below), then the Participant’s PSUs will vest on the Performance Vesting Date on a pro-rata basis for the number of full months worked during the applicable Performance Period and based on the actual level of achievement of the Performance criteria outlined in this Agreement. “Retirement” is defined as:

1. Age: 55 years of age; AND

2. Tenure: 10 years of service, of which the last 3 must be consecutive years with the Company, provided further that in the event the Participant came to be employed by the Company in conjunction with or as a result of a merger with or acquisition by the Company and received any service credit as a result of previous employment, the last three consecutive years of service must occur following the effective date of such merger or acquisition.

3. If, after termination of the Participant’s employment or other association with the Company on account of Retirement and prior to the third anniversary of the Award Date, you are employed in any capacity by AutoZone, Inc., O’Reilly Automotive, Inc. or Genuine Parts Company and/or NAPA Auto Parts, any RSUs that have not vested as of the date of such employment shall be immediately and irrevocably forfeited.

b. Disability: if termination of employment or other affiliation is on account of Disability, then the Participant’s PSUs will vest on the Performance Vesting Date on a pro-rata basis for the number of full months worked during the applicable Performance Period and based on the actual level of achievement of the Performance criteria set forth in this Agreement. For the purposes of this Award, “Disability” is defined as having become disabled within the meaning of Section 22 (e) (3) of the Internal Revenue Code (or, if applicable, as defined in your Employment Agreement or Loyalty Agreement with the Company in effect as of the date of this Award Agreement).

c. Death: If termination of employment or other affiliation is on the account of the Participant’s death, then PSUs will vest on the Performance Vesting Date on a pro-rata basis for the number of full months worked during the applicable Performance Period and based on the actual level of achievement of the Performance criteria set forth in this Agreement.

d. Termination by the Company other than for Due Cause:

i. For SVPs: Termination by the Company other than for Due Cause .If your employment or other association is terminated prior to the Performance Vesting Date by the Company other than for Due Cause, as that term is defined in your Loyalty Agreement, your PSUs will vest on the Performance Vesting Date on a pro-rata basis for the number of full months worked during the applicable Performance Period and in accordance with the Performance criteria set forth in this Agreement.

ii. For CEO/EVPs: Termination by the Company other than for Due Cause, Resignation from Employment for Good Reason. If your employment or other association is terminated prior to the Performance Vesting Date by the Company other than for Due Cause, or by you for Good Reason, as those terms are defined in your Employment Agreement, your PSUs will vest on the Performance Vesting Date on a pro-rata basis for the number of full months worked during the applicable Performance Period and in accordance with the Performance criteria set forth in this Agreement.

4. Change in Control: Upon a Change in Control, the Company will determine the number of PSUs that are earned based on the actual level of achievement of the Performance criteria outlined in this Agreement through the Change in Control date and any portion of the PSUs not earned will be forfeited. Following this determination, the earned PSUs will vest based on the Participant’s continued service with the Company through the original Performance Vesting Date- in the event the successor organization assumes, converts or replaces the awards. Any portion of the Participant’s earned PSUs (as determined pursuant to this Section 4) that have not yet vested will vest immediately:

a. on the Change in Control date in the event that the successor organization does not assume, convert, or replace the awards; or

b. upon the termination of the Participant’s employment or other association with the Company in the event that the successor organization assumes, converts or replaces the awards, and the Participant’s employment or other association with the Company is terminated by the Company without Cause, as that term is defined in the Paricipant’s Loyalty Agreement, within 24 months of the Change in Control, or, if applicable, by the Company without Cause or by the Participant for Good Reason as those terms are defined in the Participant’s Employment Agreement, within 24 months following the Change in Control date.  

5. Non-Transferability of PSUs and DSUs: Until shares are issued with respect to the PSUs that vest or, in the case of the DSUs described in Section 2(c) of this Award, until shares are issued after the mandatory holding period has ended pursuant to Sections 1 and 2 of this Award, the PSUs or DSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer unvested PSUs or DSUs for which the mandatory holding period has not ended, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares. You may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise your rights to receive any property distributable with respect to PSUs or DSUs upon your death.

6. No Rights as a Stockholder. You shall have no rights of a shareholder of the Common Stock on and after the Award Date and until the date on which the Shares are issued in accordance with Section 7 of this Agreement. With respect to PSUs that are converted to DSUs as set forth in Section 2(c) of this Award, during the holding period you will be entitled to receive dividend equivalents to the extent that dividends are declared and paid on the Common Stock of the Company. Except as may be provided under Section 8 of the Plan, the Company will make no adjustment for

dividends (ordinary or extraordinary and whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the Performance Vesting Date of a PSU.

7. Issuing Shares. Upon any of the PSUs vesting pursuant to Section 1 or 2(a) or (b) or upon the expiration of the holding period for DSUs pursuant to Section 1 or 2(c) of this Award and payment of the applicable withholding taxes pursuant to Section 11 below, the Company shall cause the shares of Common Stock to be issued in book-entry form, registered in your name. Payment shall be made within thirty days of the vesting date but not later than March 15, 2020 for PSUs vesting pursuant to Section 1 or 2(a) or (b) or within thirty days of the expiration of the holding period for DSUs pursuant to Section 1 or 2(c), but not later than March 15, 2021.

8. Notices. Except as otherwise provided herein, all notices, requests, demands and other communications under this Award shall be in writing, and if by telecopy, shall be deemed to have been validly served, given or delivered when sent, or if by personal delivery or messenger or courier service, shall be deemed to have been validly served, given or delivered upon actual delivery (but in no event may notice be given by deposit in the United States mail), at the following addresses, telephone and facsimile numbers (or such other address(es), telephone and facsimile numbers a party may designate for itself by like notice):

a. If to the Company: Advance Auto Parts, Inc. located at 5008 Airport Road, Roanoke, Virginia, 24012, Attention: General Counsel or by telephone at (540) 561-1173 or telecopy at (540) 561-1448;

b. If to you, then to your home address on record at Advance Auto Parts or your business address at Advance Auto Parts.

9. Non-Competition: Participant acknowledges and agrees that the Company is engaged in a highly competitive business, and that by virtue of Participant’s position and responsibilities as an employee of the Company and Participant’s access to Confidential Information, engaging in a business that is directly competitive with the Company will cause it great and irreparable harm. Accordingly, Participant agrees that for a period of one (1) year after separation of his/her employment with the Company, whether such separation is voluntary or involuntary, Participant shall not, on his/her own behalf or on another’s behalf, (a) accept employment by or provide services for a Restricted Company, as that term is defined in Participant’s applicable Loyalty Agreement or Employment Agreement, in any capacity, role or position with substantially the same or similar duties as Participant performed during Participant’s employment with the Company; (b)  provide services, including consulting or contractor services for or on behalf of a Restricted Company , as that term is defined in Participant’s applicable Loyalty Agreement or Employment Agreement, which are the same or substantially similar as the duties Participant performed during Participant’s employment with the Company; or (c) provide services, including consulting or contractor services which would be directly or indirectly competitive with the Company. Participant understands that the business of the Company and Participant’s responsibilities on behalf of the Company have been nationwide and companywide in scope.  Accordingly, Participant agrees that this restriction will apply anywhere within the United States, including its territories and possessions, including but not limited to, Puerto Rico and the Virgin Islands, and Canada, including its territories and possessions.  In the event this territory is determined by a court of competent jurisdiction to be overbroad, the Territory may be reduced to any combination of the following which the Court deems reasonable:  The Continental United States; The states of: Alabama, Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. 

a. For purposes of this Agreement, “Confidential Information” means any proprietary information prepared or maintained in any format, including personnel information or data of Advance, technical data, trade secrets or know-how in which Advance or its Related Entities have an interest, including, but not limited to, business records, contracts, research, product or service plans, products, services, customer lists and customers (including, but not limited to, vendors to Advance or its Related Entities on whom Employee called, with whom Employee dealt or with whom Employee became acquainted during the term of Employee’s employment), pricing data, costs, markets, expansion plans, summaries, marketing and other business strategies, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration or marketing, financial or other business information obtained by Employee or disclosed to Employee by Advance or its Related Entities or any other person or entity during the term of Employee’s employment with Advance either directly or indirectly electronically, in writing, orally, by drawings, by observation of services, systems or other aspects of the business of Advance or its

Related Entities or otherwise.  Confidential Information does not include information that: (A) was available to the public prior to the time of disclosure; or (B) becomes available to the public through no act or omission of Employee.

b. Nothing in this Award Agreement shall prohibit or restrict Participant from lawfully (A) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by other governmental or regulatory agency, entity, or official(s) or self-regulatory organization (collectively, “Governmental Authorities”) regarding a possible violation of any law, rule, or regulation; (B) responding to any inquiry or legal process directed to you individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities, including an inquiry about the existence of this Agreement or its underlying facts or circumstances; (C) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (D) making any other disclosures that are protected under the whistleblower provisions of any applicable law, rule, or regulation. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Nor does this Agreement require Employee to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that Employee has engaged in any such conduct. Additionally, nothing in this Award Agreement shall prohibit or restrict Participant from providing legal representation, engaging in the practice of law or any communication or contact with Participant, regardless of who initiates it, regarding any legal representation or the practice of law. 

c. In the event that Participant violates any of the terms of this Section 10, Participant understands and agrees that in addition to the Company’s rights to obtain injunctive relief and damages for such violation, Participant shall return to the Company any shares of Common Stock received by Participant or Participant’s personal representative that vested on or after any such violation and pay to the Company in cash the amount of any proceeds received by Participant or Participant’s personal representative from the disposition or transfer of any such stock, and Participant’s unvested PSUs shall be immediately and irrevocably forfeited.

10. Confidentiality: Due to the confidential information contained in this Agreement, including long-term performance measures, the Participant agrees not to disclose the terms of this Agreement to anyone other than the members of the Participant’s immediate family, Participant’s legal counsel, Participant’s accountant(s) or tax advisor(s), and/or Participant’s financial advisor(s), or as otherwise provided in Section 9 of this Agreement. Should the details of this agreement be shared with the aforementioned, it shall be on a confidential basis.

11. Income Tax Matters:

a. The Company makes no representation or warranty as to the tax treatment of your receipt or vesting of the PSUs or upon your sale or other disposition of the Shares received upon vesting of your PSUs. You should rely on your own tax advisors for such advice. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you at the time of vesting. The Company will inform you of alternative methods to settle any applicable taxes due prior to the first vesting date of your Award.

b. For the purposes of determining when Shares otherwise issuable on account of your termination of employment or other association with Company will be issued, “termination of employment” or words of similar import, as used in this Agreement, shall mean the date as of which the Company and you reasonably anticipate that no further services will be performed by you, and shall be construed as the date that you first incur a “separation from service” for purposes of Section 409A of the Code on or following termination of employment or other association with the Company. Furthermore, if you are a “specified employee” of a public company as determined pursuant to Section 409A as of your termination of employment or other association with the Company, any Shares otherwise issuable on account of your termination of employment or other association with the Company which constitute deferred compensation within the meaning of Section

409A of the Code and which are otherwise payable during the first six months following your termination of employment or other association with the Company shall be issued to you on the earlier of (1) the date of your death and (2) the first business day of the seventh calendar month immediately following the month in which your termination of employment or other association with the Company occurs.

12. Miscellaneous.

a. This Award is made under the provisions of the Plan and shall be interpreted in a manner consistent with it. To the extent that any provision in this Award is inconsistent with the Plan, the provisions of the Plan shall control. The interpretation of the Committee of any provision of the Plan, the PSUs or this Award, and any determination with respect thereto or hereto by the Committee, shall be binding on all parties. Notwithstanding anything herein to the contrary, this Award Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986 (“Code”) pursuant to the short-term deferral exception thereto; provided however that in no event shall the Company be liable to the Participant for or with respect to any taxes, penalties or interest which may be imposed upon the Participant pursuant to Code Section 409A. To the extent that any Award granted by the Company is subject to Code Section 409A, such Award shall be subject to the terms and conditions that comply with the requirements of Code Section 409A to avoid adverse tax consequences under Code Section 409A.

b. Nothing contained in this Agreement shall confer, intend to confer or imply any rights to an employment relationship or rights to a continued employment relationship with the Company or any Affiliate in your favor or limit the ability of the Company or an Affiliate, as the case may be, to terminate, with or without cause, in its sole and absolute discretion, your employment relationship with the Company or such Affiliate, subject to the terms of any written employment agreement to which you are a party.

c. Neither the Plan nor this Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and You or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

d. The Company shall not be required to deliver any shares of Common Stock until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

e. An original record of this Award and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in this Award and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

f. If any provision in this Agreement is determined to be invalid, void or unenforceable by the decision of any court of competent jurisdiction, which determination is not appealed or appealable for any reason whatsoever, the provision in question shall not be deemed to affect or impair the validity or enforceability of any other provision of this Agreement and such invalid or unenforceable provision or portion thereof shall be severed from the remainder of this Agreement.

g. For any Participant who is an Executive Officer of the Company as defined in the Company’s Incentive Compensation Clawback Policy (“Clawback Policy”), this Award shall be subject to the Clawback Policy as such policy shall be adopted, and from time to time amended, by the Board or the Compensation Committee.

h. This Award is intended to be consistent with your Employment Agreement or Loyalty Agreement with the Company, if applicable, in effect on the date first written above. To the extent that any provision of this Award Agreement is inconsistent with the terms of such agreement with the Company in effect as of the date first written above, the provisions of this Award Agreement shall control with respect to this Award.

In Witness Whereof, this Award has been executed by the Company as of the date first above written.

ADVANCE AUTO PARTS, INC.

By: _____________________

Natalie Schechtman

Senior Vice President, Human Resources

Accepted and agreed, including specifically but without limitation as to the treatment of this Award in accordance with the terms of the Plan and this Award notwithstanding any terms of an Employment/ Loyalty Agreement between the Company and the undersigned to the contrary:

By: ________________________                _________________________    

Electronic Signature                Acceptance Date

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas R. Greco, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Advance Auto Parts, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 24, 2017

/s/ Thomas R. Greco

Thomas R. Greco

President and Chief Executive Officer and Director

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas B. Okray, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Advance Auto Parts, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 24, 2017

/s/ Thomas B. Okray

Thomas B. Okray

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas R. Greco, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of Advance Auto Parts, Inc. for the quarterly period ended April 22, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Advance Auto Parts, Inc. The foregoing certification is being furnished to the Securities and Exchange Commission as part of the accompanying report on Form 10-Q. A signed original of this statement has been provided to Advance Auto Parts, Inc. and will be retained by Advance Auto Parts, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	May 24, 2017	By:	/s/ Thomas R. Greco
		Name: Thomas R. Greco    Title: President and Chief Executive Officer and Director

I, Thomas B. Okray, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of Advance Auto Parts, Inc. for the quarterly period ended April 22, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Advance Auto Parts, Inc. The foregoing certification is being furnished to the Securities and Exchange Commission as part of the accompanying report on Form 10-Q. A signed original of this statement has been provided to Advance Auto Parts, Inc. and will be retained by Advance Auto Parts, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	May 24, 2017	By:	/s/ Thomas B. Okray
		Name: Thomas B. Okray    Title: Executive Vice President and Chief Financial Officer

XML

Document and Entity Information Document Document - USD ($)	4 Months Ended
	Apr. 22, 2017	May 19, 2017	Jul. 15, 2016
Document Information [Line Items]
Entity Registrant Name	Advance Auto Parts Inc
Entity Central Index Key	0001158449
Current Fiscal Year End Date	--12-30
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Apr. 22, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		73,844,670
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Public Float			$ 11,647,903,451

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 22, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 126,087	$ 135,178
Receivables, net	683,024	641,252
Inventories	4,413,803	4,325,868
Other current assets	83,779	70,466
Total current assets	5,306,693	5,172,764
Property and equipment, net of accumulated depreciation of $1,716,511 and $1,660,648	1,439,621	1,446,340
Goodwill	990,695	990,877
Intangible assets, net	626,974	640,903
Other assets, net	64,674	64,149
Assets, Total	8,428,657	8,315,033
Current liabilities:
Accounts payable	3,049,218	3,086,177
Accrued expenses	563,276	554,397
Other current liabilities	47,137	35,472
Total current liabilities	3,659,631	3,676,046
Long-term debt	1,073,372	1,042,949
Deferred income taxes	446,128	454,282
Other long-term liabilities	225,851	225,564
Commitments and Contingencies
Stockholders' equity:
Preferred stock, nonvoting, $0.0001 par value	0	0
Common stock, voting, $0.0001 par value	8	8
Additional paid-in capital	639,537	631,052
Treasury stock, at cost	(141,223)	(138,102)
Accumulated other comprehensive loss	(40,574)	(39,701)
Retained earnings	2,565,927	2,462,935
Total stockholders' equity	3,023,675	2,916,192
Liabilities and Stockholders' Equity, Total	$ 8,428,657	$ 8,315,033

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Apr. 22, 2017	Dec. 31, 2016
Accumulated Depreciation, Property and Equipment	$ 1,716,511	$ 1,660,648
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Net sales	$ 2,890,838	$ 2,979,778
Cost of sales, including purchasing and warehousing costs	1,620,154	1,629,889
Gross profit	1,270,684	1,349,889
Selling, general and administrative expenses	1,090,904	1,078,890
Operating income	179,780	270,999
Other, net:
Interest expense	(18,430)	(18,943)
Other income, net	4,813	3,123
Total other, net	(13,617)	(15,820)
Income before provision for income taxes	166,163	255,179
Provision for income taxes	58,203	96,366
Net income	$ 107,960	$ 158,813
Basic earnings per share	$ 1.46	$ 2.16
Weighted average shares outstanding	73,782	73,401
Diluted earnings per share	$ 1.46	$ 2.14
Weighted average shares outstanding - assuming dilution	74,093	73,847
Dividends declared per share	$ 0.06	$ 0.06

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Net income	$ 107,960	$ 158,813
Changes in net unrecognized other postretirement benefit costs, net of tax of $55 and $118	(85)	(182)
Currency translation adjustments	(788)	16,425
Total other comprehensive (loss) income	(873)	16,243
Comprehensive income	$ 107,087	$ 175,056

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Changes in net unrecognized postretirement benefit costs, Tax	$ 55	$ 118

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Cash flows from operating activities:
Net income	$ 107,960	$ 158,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,430	79,320
Share-based compensation	12,374	6,654
Loss on property and equipment, net	275	1,484
(Benefit) provision for deferred income taxes	(7,704)	7,164
Other, net	1,699	(2,006)
Net change in:
Receivables, net	(42,207)	(50,224)
Inventories	(89,384)	(246,458)
Accounts payable	(36,710)	108,500
Accrued expenses	20,293	20,025
Other assets and liabilities	(8,945)	5,174
Net cash provided by operating activities	35,081	88,446
Cash flows from investing activities:
Purchases of property and equipment	(65,279)	(89,138)
Proceeds from sales of property and equipment	947	1,227
Other, net	193	0
Net cash used in investing activities	(64,139)	(87,911)
Cash flows from financing activities:
Increase in bank overdrafts	8,490	14,644
Borrowings under credit facilities	483,500	357,500
Payments on credit facilities	(453,500)	(331,500)
Dividends paid	(8,902)	(8,850)
Proceeds from the issuance of common stock	1,036	1,085
Tax withholdings related to the exercise of stock appreciation rights	(5,707)	(11,134)
Repurchase of common stock	(3,121)	(11,813)
Other, net	(1,924)	(125)
Net cash provided by financing activities	19,872	9,807
Effect of exchange rate changes on cash	95	2,584
Net (decrease) increase in cash and cash equivalents	(9,091)	12,926
Cash and cash equivalents, beginning of period	135,178	90,782
Cash and cash equivalents, end of period	126,087	103,708
Non-cash transactions:
Accrued purchases of property and equipment	$ 14,524	$ 20,504

XML

Description of Business and Basis of Presentation

4 Months Ended

Apr. 22, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

Basis of Presentation

Advance Auto Parts, Inc. and subsidiaries is a leading automotive aftermarket parts provider in North America, serving both "do-it-for-me", or Professional, and "do-it-yourself", or DIY customers. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company and include the accounts of Advance Auto Parts, Inc. ("Advance"), its wholly owned subsidiary, Advance Stores Company, Incorporated ("Advance Stores"), and its subsidiaries (collectively referred to as "Advance", "we", "us", "our" or "the Company").

As of April 22, 2017, the Company operated a total of 5,059 stores and 130 distribution branches primarily within the United States, with additional locations in Canada, Puerto Rico and the U.S. Virgin Islands. The Company's stores operate primarily under the trade names "Advance Auto Parts," "Carquest" and "Autopart International," and our distribution branches operate under the "Worldpac" trade name. In addition, the Company serves approximately 1,250 independently-owned Carquest branded stores ("independent stores") as of April 22, 2017 across the same geographic locations served by the Company's stores in addition to Mexico, the Bahamas, Turks and Caicos, the British Virgin Islands and the Pacific Islands.

The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position of the Company, the results of its operations and cash flows have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted based upon the Securities and Exchange Commission ("SEC") interim reporting guidance. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for 2016 as filed with the SEC on February 28, 2017.

The results of operations for the interim periods are not necessarily indicative of the operating results to be expected for the full fiscal year. The first quarter of each of the Company's fiscal years contains 16 weeks. The Company's remaining three quarters consist of 12 weeks.

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" aimed at simplifying certain aspects of accounting for share-based payment transactions. The areas for simplification include the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 in the first quarter of 2017 and recorded a cumulative effect reduction to beginning retained earnings of $490 related to the Company's election to record forfeitures as they occur. In addition, the Company elected to retrospectively adopt the provision regarding the presentation of excess tax benefits in the statement of cash flows, which resulted in an increase in our net cash provided by operating activities and a decrease in our net cash provided by financing activities of $13,145 for the sixteen weeks ended April 23, 2016. The provision requiring the inclusion of excess tax benefits (deficits) as a component of the provision for income taxes in the consolidated results of operations will be applied prospectively. The Company recorded excess tax benefits of $4,104 as a reduction in Provision for income taxes during the sixteen weeks ended April 22, 2017.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." This ASU is a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require lessees to recognize lease assets and lease liabilities for all leases, including those leases previously classified as operating leases under current GAAP. The ASU is effective for annual periods beginning after December 15, 2018 with early adoption permitted. From a balance sheet perspective, the Company expects adoption of the new standard to have a material effect on its Total assets and Total liabilities as a result of recording the required right of use asset and associated lease liability. However, the Company has not completed its analysis and is unable to quantify the impact at this time. At this time the Company does not expect adoption of ASU 2016-02 to have a material impact on its consolidated statements of operations as the majority of its leases will remain operating in nature. As such, the expense recognition will be similar to previously required straight-line expense treatment. The Company is also in the process of identifying changes to its business processes, systems and controls to support adoption of the new standard in 2019.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)." This ASU, along with subsequent ASU's issued to clarify certain provisions of ASU 2014-09, is a comprehensive new revenue recognition model that expands disclosure requirements and requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company plans to adopt the new standard effective January 1, 2018 and apply the modified retrospective method. The Company is currently analyzing the impact of ASU 2014-09, as amended, on its revenue contracts, comparing the Company's current accounting policies and practices to the requirements of the new standard and identifying potential differences that would result from applying the new standard to its contracts. At this time, the Company does not expect adoption of the new standard to have a material impact on its consolidated financial condition, results of operations or cash flows. Additionally, the Company does not anticipate any significant changes to business processes, controls or systems as a result of adopting the new standard.

XML

Inventories

4 Months Ended

Apr. 22, 2017

Inventory, Net [Abstract]

Inventories

Inventories

Inventories are stated at the lower of cost or market. The Company used the LIFO method of accounting for approximately 88% and 89% of inventories at April 22, 2017 and December 31, 2016. Under the LIFO method, the Company’s cost of sales reflects the costs of the most recently purchased inventories, while the inventory carrying balance represents the costs for inventories purchased in 2017 and prior years. As a result of changes in the LIFO reserve, the Company recorded a reduction to cost of sales of $17,985 and $31,489 for the sixteen weeks ended April 22, 2017 and April 23, 2016.

An actual valuation of inventory under the LIFO method is performed by the Company at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs.

Inventory balances were as follows:

	April 22, 2017		December 31, 2016
Inventories at FIFO	$	4,189,980	$	4,120,030
Adjustments to state inventories at LIFO	223,823		205,838
Inventories at LIFO	$	4,413,803	$	4,325,868

XML

Exit Activities

4 Months Ended

Apr. 22, 2017

Restructuring and Related Activities [Abstract]

Exit Activities

Exit Activities

Integration of Carquest stores

The Company is in the process of a multi-year integration, which includes the consolidation and conversion of its Carquest stores acquired with General Parts International, Inc. (“GPI”) on January 2, 2014. As of April 22, 2017, 339 Carquest stores acquired with GPI had been consolidated into existing Advance Auto Parts stores and 320 stores had been converted to the Advance Auto Parts format. During the sixteen weeks ended April 22, 2017, a total of six Carquest stores were consolidated and 38 Carquest stores were converted. We expect to consolidate or convert the remaining U.S. Carquest stores over the next few years. As of April 22, 2017, the Company had 565 stores still operating under the Carquest name. The Company incurred $1,094 and $12,185 of exit costs related to the consolidations during the sixteen weeks ended April 22, 2017 and April 23, 2016, primarily related to closed store lease obligations. These costs are included in Selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Total Exit Liabilities

The Company's total exit liabilities include liabilities recorded in connection with the consolidation of Carquest stores described above, along with liabilities associated with closures that have occurred as part of our normal market evaluation process. Cash payments on the closed facility lease obligations are expected to be made through 2028. A summary of the Company’s exit liabilities are presented in the following table:

	Closed Facility Lease Obligations			Severance			Total
Balance, December 31, 2016	$	44,265		$	959		$	45,224
Reserves established	1,589			59			1,648
Change in estimates	2,304			(156		)	2,148
Cash payments	(6,410		)	(300		)	(6,710		)
Balance, April 22, 2017	$	41,748		$	562		$	42,310
Balance, January 2, 2016	$	42,490		$	6,255		$	48,745
Reserves established	23,252			988			24,240
Change in estimates	(3,073		)	(410		)	(3,483		)
Cash payments	(18,404		)	(5,874		)	(24,278		)
Balance, December 31, 2016	$	44,265		$	959		$	45,224

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Intangible Assets

4 Months Ended

Apr. 22, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

The Company's definite-lived intangible assets include customer relationships, favorable leases and non-compete agreements. Amortization expense was $14,566 and $14,942 for the sixteen weeks ended April 22, 2017 and April 23, 2016.

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Receivables, net

4 Months Ended

Apr. 22, 2017

Receivables [Abstract]

Receivables, net

Receivables, net

Receivables consist of the following:

	April 22, 2017			December 31, 2016
Trade	$	446,746		$	407,301
Vendor	254,875			239,770
Other	13,849			23,345
Total receivables	715,470			670,416
Less: Allowance for doubtful accounts	(32,446		)	(29,164		)
Receivables, net	$	683,024		$	641,252

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Long-term Debt and Fair Value of Financial Instruments

4 Months Ended

Apr. 22, 2017

Debt Disclosure [Abstract]

Long-term Debt and Fair Value of Financial Instruments

Long-term Debt and Fair Value of Financial Instruments

Long-term debt consists of the following:

	April 22, 2017			December 31, 2016
Revolving facility at variable interest rates (4.10% at April 22, 2017) due January 31, 2022	$	30,000		$	—
5.75% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $1,812 and $1,994 at April 22, 2017 and December 31, 2016) due May 1, 2020	298,188			298,006
4.50% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $1,300 and $1,384 at April 22, 2017 and December 31, 2016) due January 15, 2022	298,700			298,616
4.50% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $3,516 and $3,673 at April 22, 2017 and December 31, 2016) due December 1, 2023	446,484			446,327
Other	520			306
	1,073,892			1,043,255
Less: Current portion of long-term debt (included in Other current liabilities)	(520		)	(306		)
Long-term debt, excluding current portion	$	1,073,372		$	1,042,949
Fair value of long-term debt	$	1,158,000		$	1,118,000

Fair Value of Financial Assets and Liabilities

The fair value of the Company's senior unsecured notes was determined using Level 2 inputs based on quoted market prices. The Company believes the carrying value of its other long-term debt approximates fair value. The carrying amounts of the Company's cash and cash equivalents, receivables, accounts payable and accrued expenses approximate their fair values due to the relatively short-term nature of these instruments.

Bank Debt

On January 31, 2017, the Company entered into a new credit agreement which provides a $1,000,000 unsecured revolving credit facility (the “2017 Credit Agreement”) with Advance Stores, as Borrower, the lenders party thereto, and Bank of America, N.A., as the administrative agent. This new revolver under the 2017 Credit Agreement replaced the revolver under the 2013 Credit Agreement. The 2017 Credit Agreement provides for the issuance of letters of credit with a sublimit of $200,000. The Company may request that the total revolving commitment be increased by an amount not exceeding $250,000 during the term of the 2017 Credit Agreement. Voluntary prepayments and voluntary reductions of the revolving loan balance, if any, are permitted in whole or in part, at the Company’s option, in minimum principal amounts as specified in the 2017 Credit Agreement. The 2017 Credit Agreement terminates in January 2022; however, the Company may request one or two one-year extensions of the termination date prior to the first or second anniversary of the closing date.

As of April 22, 2017, under the 2017 Credit Agreement, the Company had $30,000 outstanding borrowings under the revolver. As of April 22, 2017, the Company also had letters of credit outstanding of $100,719, which in conjunction with certain covenant restrictions reduced the availability under the revolver to $787,788. The letters of credit generally have a term of one year or less and primarily serve as collateral for the Company’s self-insurance policies.

The interest rates on outstanding amounts, if any, on the revolving facility under the 2017 Credit Agreement will be based, at the Company’s option, on an adjusted LIBOR, plus a margin, or an alternate base rate, plus a margin. After an initial interest period, the Company may elect to convert a particular borrowing to a different type. The initial margins per annum for the revolving loan are 1.10% for the adjusted LIBOR and 0.10% for alternate base rate borrowings. A facility fee of 0.15% per annum will be charged on the total revolving facility commitment, payable quarterly in arrears. Under the terms of the 2017 Credit Agreement, the interest rate spread, facility fee and commitment fee will be based on the Company’s credit rating.

The 2017 Credit Agreement contains customary covenants restricting the ability of: (a) Advance Stores and its subsidiaries to, among other things, (i) create, incur or assume additional debt (only with respect to subsidiaries of Advance Stores), (ii) incur liens, (iii) guarantee obligations, and (iv) change the nature of its business conducted by itself and its subsidiaries; (b) Advance, Advance Stores and their subsidiaries to, among other things (i) enter into certain hedging arrangements, (ii) enter into restrictive agreements limiting their ability to incur liens on any of their property or assets, pay distributions, repay loans, or guarantee indebtedness of their subsidiaries; and (c) Advance, among other things, to change the holding company status of Advance. Advance Stores is required to comply with financial covenants with respect to a maximum leverage ratio and a minimum coverage ratio. The 2017 Credit Agreement also provides for customary events of default, including non-payment defaults, covenant defaults and cross-defaults of Advance Stores’ other material indebtedness. The Company was in compliance with its financial covenants with respect to the 2017 Credit Agreement as of April 22, 2017.

Debt Guarantees

The Company is a guarantor of loans made by banks to various independently-owned Carquest branded stores that are customers of the Company totaling $24,426 as of April 22, 2017. These loans are collateralized by security agreements on merchandise inventory and other assets of the borrowers. The approximate value of the inventory collateralized by these agreements is $67,046 as of April 22, 2017. The Company believes that the likelihood of performance under these guarantees is remote, and any fair value attributable to these guarantees would be very minimal.

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Earnings per Share

4 Months Ended

Apr. 22, 2017

Earnings Per Share [Abstract]

Earnings Per Share

Earnings per Share

Diluted earnings per share are calculated by including the effect of dilutive securities. Share-based awards to purchase approximately 42 and 22 shares of common stock during the sixteen week periods ended April 22, 2017 and April 23, 2016 were not included in the calculation of diluted earnings per share because they were anti-dilutive.

The following table illustrates the computation of basic and diluted earnings per share:

	Sixteen Weeks Ended
	April 22, 2017		April 23, 2016
Numerator
Net income	$	107,960	$	158,813
Denominator
Basic weighted average shares	73,782		73,401
Dilutive impact of share-based awards	311		446
Diluted weighted average shares	74,093		73,847
Basic earnings per share	$	1.46	$	2.16
Diluted earnings per share	$	1.46	$	2.14

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Share-Based Compensation

4 Months Ended

Apr. 22, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

During the sixteen week period ended April 22, 2017, the Company granted 145 time-based restricted stock units ("RSUs"), 46 performance-based RSUs and 23 market-based RSUs. The general terms of the time-based and performance-based RSUs are similar to awards previously granted by the Company. The market-based RSUs will vest depending on the Company's relative total shareholder return among a designated group of peer companies during a three-year period and will be subject to a one-year holding period after vesting.

The weighted average fair values of the time-based, performance-based and market-based RSUs granted during the sixteen week period ended April 22, 2017 were $157.94, $155.98 and $147.83 per share. For time-based and performance-based RSUs, the fair value of each award was determined based on the market price of the Company’s stock on the date of grant adjusted for expected dividends during the vesting period, as applicable. The fair value of each market-based RSU was determined using a Monte Carlo simulation model.

Total share-based compensation expense included in the Company’s condensed consolidated statements of operations was $12,374 for the sixteen week period ended April 22, 2017 and the related income tax benefit recognized was $4,662. As of April 22, 2017, there was $59,612 of unrecognized compensation expense related to all share-based awards that is expected to be recognized over a weighted average period of 1.8 years.

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Warranty Liabilities

4 Months Ended

Apr. 22, 2017

Product Warranties Disclosures [Abstract]

Warranty Liabilities

Warranty Liabilities

The following table presents changes in the Company’s warranty reserves, which are included in Accrued expenses in its condensed consolidated balance sheets.

	April 22, 2017			December 31, 2016
	(16 weeks ended)			(52 weeks ended)
Warranty reserve, beginning of period	$	47,243		$	44,479
Additions to warranty reserves	15,969			46,903
Reserves utilized	(13,106		)	(44,139		)
Warranty reserve, end of period	$	50,106		$	47,243

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Condensed Consolidating Financial Statements

4 Months Ended

Apr. 22, 2017

Condensed Consolidating Financial Statements [Abstract]

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

Certain 100% wholly-owned domestic subsidiaries of Advance, including its Material Subsidiaries (as defined in the 2017 Credit Agreement) serve as guarantors of Advance's senior unsecured notes ("Guarantor Subsidiaries"). The subsidiary guarantees related to Advance's senior unsecured notes are full and unconditional and joint and several, and there are no restrictions on the ability of Advance to obtain funds from its Guarantor Subsidiaries. Certain of Advance's wholly-owned subsidiaries, including all of its foreign subsidiaries, do not serve as guarantors of Advance's senior unsecured notes ("Non-Guarantor Subsidiaries"). The Company presents below the condensed consolidating financial information for the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Investments in subsidiaries of the Company are presented under the equity method in the condensed consolidating financial statements.

Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, and cash flows of (i) Advance, (ii) the Guarantor Subsidiaries, (iii) the Non-Guarantor Subsidiaries, and (iv) the eliminations necessary to arrive at consolidated information for the Company. The statement of operations eliminations relate primarily to the sale of inventory from a Non-Guarantor Subsidiary to a Guarantor Subsidiary. The balance sheet eliminations relate primarily to the elimination of intercompany receivables and payables and subsidiary investment accounts.

Condensed Consolidating Balance Sheets (Unaudited)

As of April 22, 2017

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	22	$	87,644	$	38,443	$	(22	)	$	126,087
Receivables, net	—		647,480		35,544		—			683,024
Inventories	—		4,218,338		195,465		—			4,413,803
Other current assets	179		82,726		1,133		(259		)	83,779
Total current assets	201		5,036,188		270,585		(281		)	5,306,693
Property and equipment, net of accumulated depreciation	120		1,430,216		9,285		—			1,439,621
Goodwill	—		943,359		47,336		—			990,695
Intangible assets, net	—		582,594		44,380		—			626,974
Other assets, net	4,513		64,053		621		(4,513		)	64,674
Investment in subsidiaries	3,121,169		390,370		—		(3,511,539		)	—
Intercompany note receivable	1,048,508		—		—		(1,048,508		)	—
Due from intercompany, net	—		—		319,244		(319,244		)	—
	$	4,174,511	$	8,446,780	$	691,451	$	(4,884,085	)	$	8,428,657
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	35	$	2,795,980	$	253,203	$	—		$	3,049,218
Accrued expenses	2,000		540,074		21,461		(259		)	563,276
Other current liabilities	—		42,307		4,852		(22		)	47,137
Total current liabilities	2,035		3,378,361		279,516		(281		)	3,659,631
Long-term debt	1,043,372		30,000		—		—			1,073,372
Deferred income taxes	—		431,097		19,544		(4,513		)	446,128
Other long-term liabilities	—		223,830		2,021		—			225,851
Intercompany note payable	—		1,048,508		—		(1,048,508		)	—
Due to intercompany, net	105,429		213,815		—		(319,244		)	—
Commitments and contingencies
Stockholders' equity	3,023,675		3,121,169		390,370		(3,511,539		)	3,023,675
	$	4,174,511	$	8,446,780	$	691,451	$	(4,884,085	)	$	8,428,657

Condensed Consolidating Balance Sheets (Unaudited)

As of December 31, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	22	$	78,543	$	56,635	$	(22	)	$	135,178
Receivables, net	—		619,229		22,023		—			641,252
Inventories	—		4,126,465		199,403		—			4,325,868
Other current assets	—		69,385		1,153		(72		)	70,466
Total current assets	22		4,893,622		279,214		(94		)	5,172,764
Property and equipment, net of accumulated depreciation	128		1,436,459		9,753		—			1,446,340
Goodwill	—		943,359		47,518		—			990,877
Intangible assets, net	—		595,596		45,307		—			640,903
Other assets, net	4,634		63,376		773		(4,634		)	64,149
Investment in subsidiaries	3,008,856		375,420		—		(3,384,276		)	—
Intercompany note receivable	1,048,424		—		—		(1,048,424		)	—
Due from intercompany, net	—		—		316,109		(316,109		)	—
	$	4,062,064	$	8,307,832	$	698,674	$	(4,753,537	)	$	8,315,033
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	—	$	2,813,937	$	272,240	$	—		$	3,086,177
Accrued expenses	1,505		526,652		26,312		(72		)	554,397
Other current liabilities	—		32,508		2,986		(22		)	35,472
Total current liabilities	1,505		3,373,097		301,538		(94		)	3,676,046
Long-term debt	1,042,949		—		—		—			1,042,949
Deferred income taxes	—		439,283		19,633		(4,634		)	454,282
Other long-term liabilities	—		223,481		2,083		—			225,564
Intercompany note payable	—		1,048,424		—		(1,048,424		)	—
Due to intercompany, net	101,418		214,691		—		(316,109		)	—
Commitments and contingencies
Stockholders' equity	2,916,192		3,008,856		375,420		(3,384,276		)	2,916,192
	$	4,062,064	$	8,307,832	$	698,674	$	(4,753,537	)	$	8,315,033

Condensed Consolidating Statements of Operations (Unaudited)

For the Sixteen weeks ended April 22, 2017

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,801,854		$	172,004		$	(83,020	)	$	2,890,838
Cost of sales, including purchasing and warehousing costs	—			1,577,273			125,901			(83,020		)	1,620,154
Gross profit	—			1,224,581			46,103			—			1,270,684
Selling, general and administrative expenses	14,797			1,067,656			24,402			(15,951		)	1,090,904
Operating (loss) income	(14,797		)	156,925			21,701			15,951			179,780
Other, net:
Interest (expense) income	(16,290		)	(2,159		)	19			—			(18,430		)
Other income (expense), net	31,784			(7,352		)	(3,668		)	(15,951		)	4,813
Total other, net	15,494			(9,511		)	(3,649		)	(15,951		)	(13,617		)
Income before provision for income taxes	697			147,414			18,052			—			166,163
(Benefit) provision for income taxes	(1,743		)	57,446			2,500			—			58,203
Income before equity in earnings of subsidiaries	2,440			89,968			15,552			—			107,960
Equity in earnings of subsidiaries	105,520			15,552			—			(121,072		)	—
Net income	$	107,960		$	105,520		$	15,552		$	(121,072	)	$	107,960

Condensed Consolidating Statements of Operations (Unaudited)

For the Sixteen weeks ended April 23, 2016

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	2,892,386		$	188,975	$	(101,583	)	$	2,979,778
Cost of sales, including purchasing and warehousing costs	—			1,598,817			132,655		(101,583		)	1,629,889
Gross profit	—			1,293,569			56,320		—			1,349,889
Selling, general and administrative expenses	7,911			1,060,767			28,358		(18,146		)	1,078,890
Operating (loss) income	(7,911		)	232,802			27,962		18,146			270,999
Other, net:
Interest (expense) income	(16,143		)	(2,823		)	23		—			(18,943		)
Other income (expense), net	23,542			(6,276		)	4,003		(18,146		)	3,123
Total other, net	7,399			(9,099		)	4,026		(18,146		)	(15,820		)
(Loss) income before provision for income taxes	(512		)	223,703			31,988		—			255,179
(Benefit) provision for income taxes	(1,430		)	91,275			6,521		—			96,366
Income before equity in earnings of subsidiaries	918			132,428			25,467		—			158,813
Equity in earnings of subsidiaries	157,895			25,467			—		(183,362		)	—
Net income	$	158,813		$	157,895		$	25,467	$	(183,362	)	$	158,813

Condensed Consolidating Statements of Comprehensive Income (Unaudited)

For the Sixteen Weeks ended April 22, 2017

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	107,960		$	105,520		$	15,552		$	(121,072	)	$	107,960
Other comprehensive loss	(873		)	(873		)	(788		)	1,661			(873		)
Comprehensive income	$	107,087		$	104,647		$	14,764		$	(119,411	)	$	107,087

Condensed Consolidating Statements of Comprehensive Income (Unaudited)

For the Sixteen Weeks ended April 23, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net income	$	158,813	$	157,895	$	25,467	$	(183,362	)	$	158,813
Other comprehensive income	16,243		16,243		16,425		(32,668		)	16,243
Comprehensive income	$	175,056	$	174,138	$	41,892	$	(216,030	)	$	175,056

Condensed Consolidating Statements of Cash Flows (Unaudited)

For the Sixteen weeks ended April 22, 2017

	Advance Auto Parts, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	55,378		$	(20,297	)	$	—		$	35,081
Cash flows from investing activities:
Purchases of property and equipment	—		(64,978		)	(301		)	—			(65,279		)
Proceeds from sales of property and equipment	—		947			—			—			947
Other, net	—		(253		)	446			—			193
Net cash (used in) provided by investing activities	—		(64,284		)	145			—			(64,139		)
Cash flows from financing activities:
Increase in bank overdrafts	—		6,625			1,865			—			8,490
Borrowings under credit facilities	—		483,500			—			—			483,500
Payments on credit facilities	—		(453,500		)	—			—			(453,500		)
Dividends paid	—		(8,902		)	—			—			(8,902		)
Proceeds from the issuance of common stock	—		1,036			—			—			1,036
Tax withholdings related to the exercise of stock appreciation rights	—		(5,707		)	—			—			(5,707		)
Repurchase of common stock	—		(3,121		)	—			—			(3,121		)
Other, net	—		(1,924		)	—			—			(1,924		)
Net cash provided by financing activities	—		18,007			1,865			—			19,872
Effect of exchange rate changes on cash	—		—			95			—			95
Net increase (decrease) in cash and cash equivalents	—		9,101			(18,192		)	—			(9,091		)
Cash and cash equivalents, beginning of period	22		78,543			56,635			(22		)	135,178
Cash and cash equivalents, end of period	$	22	$	87,644		$	38,443		$	(22	)	$	126,087

Condensed Consolidating Statements of Cash Flows (Unaudited)

For the Sixteen weeks ended April 23, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	89,349		$	(903	)	$	—		$	88,446
Cash flows from investing activities:
Purchases of property and equipment	—		(88,303		)	(835		)	—			(89,138		)
Proceeds from sales of property and equipment	—		1,226			1			—			1,227
Net cash used in investing activities	—		(87,077		)	(834		)	—			(87,911		)
Cash flows from financing activities:
Increase in bank overdrafts	—		7,670			6,974			—			14,644
Borrowings under credit facilities	—		357,500			—			—			357,500
Payments on credit facilities	—		(331,500		)	—			—			(331,500		)
Dividends paid	—		(8,850		)	—			—			(8,850		)
Proceeds from the issuance of common stock	—		1,085			—			—			1,085
Tax withholdings related to the exercise of stock appreciation rights	—		(11,134		)	—			—			(11,134		)
Repurchase of common stock	—		(11,813		)	—			—			(11,813		)
Other, net	—		(125		)	—			—			(125		)
Net cash provided by financing activities	—		2,833			6,974			—			9,807
Effect of exchange rate changes on cash	—		—			2,584			—			2,584
Net increase in cash and cash equivalents	—		5,105			7,821			—			12,926
Cash and cash equivalents, beginning of period	8		63,458			27,324			(8		)	90,782
Cash and cash equivalents, end of period	$	8	$	68,563		$	35,145		$	(8	)	$	103,708

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Inventories (Tables)

4 Months Ended

Apr. 22, 2017

Inventory, Net [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventory balances were as follows:

	April 22, 2017		December 31, 2016
Inventories at FIFO	$	4,189,980	$	4,120,030
Adjustments to state inventories at LIFO	223,823		205,838
Inventories at LIFO	$	4,413,803	$	4,325,868

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Exit Activities (Tables)

4 Months Ended

Apr. 22, 2017

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

Total Exit Liabilities

The Company's total exit liabilities include liabilities recorded in connection with the consolidation of Carquest stores described above, along with liabilities associated with closures that have occurred as part of our normal market evaluation process. Cash payments on the closed facility lease obligations are expected to be made through 2028. A summary of the Company’s exit liabilities are presented in the following table:

	Closed Facility Lease Obligations			Severance			Total
Balance, December 31, 2016	$	44,265		$	959		$	45,224
Reserves established	1,589			59			1,648
Change in estimates	2,304			(156		)	2,148
Cash payments	(6,410		)	(300		)	(6,710		)
Balance, April 22, 2017	$	41,748		$	562		$	42,310
Balance, January 2, 2016	$	42,490		$	6,255		$	48,745
Reserves established	23,252			988			24,240
Change in estimates	(3,073		)	(410		)	(3,483		)
Cash payments	(18,404		)	(5,874		)	(24,278		)
Balance, December 31, 2016	$	44,265		$	959		$	45,224

XML

Receivables, net (Tables)

4 Months Ended

Apr. 22, 2017

Receivables [Abstract]

Schedule of Accounts Receivable [Table Text Block]

Receivables consist of the following:

	April 22, 2017			December 31, 2016
Trade	$	446,746		$	407,301
Vendor	254,875			239,770
Other	13,849			23,345
Total receivables	715,470			670,416
Less: Allowance for doubtful accounts	(32,446		)	(29,164		)
Receivables, net	$	683,024		$	641,252

XML

Long-term Debt and Fair Value of Financial Instruments (Tables)

4 Months Ended

Apr. 22, 2017

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Long-term debt consists of the following:

	April 22, 2017			December 31, 2016
Revolving facility at variable interest rates (4.10% at April 22, 2017) due January 31, 2022	$	30,000		$	—
5.75% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $1,812 and $1,994 at April 22, 2017 and December 31, 2016) due May 1, 2020	298,188			298,006
4.50% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $1,300 and $1,384 at April 22, 2017 and December 31, 2016) due January 15, 2022	298,700			298,616
4.50% Senior Unsecured Notes (net of unamortized discount and debt issuance costs of $3,516 and $3,673 at April 22, 2017 and December 31, 2016) due December 1, 2023	446,484			446,327
Other	520			306
	1,073,892			1,043,255
Less: Current portion of long-term debt (included in Other current liabilities)	(520		)	(306		)
Long-term debt, excluding current portion	$	1,073,372		$	1,042,949
Fair value of long-term debt	$	1,158,000		$	1,118,000

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Earnings per Share (Tables)

4 Months Ended

Apr. 22, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table illustrates the computation of basic and diluted earnings per share:

	Sixteen Weeks Ended
	April 22, 2017		April 23, 2016
Numerator
Net income	$	107,960	$	158,813
Denominator
Basic weighted average shares	73,782		73,401
Dilutive impact of share-based awards	311		446
Diluted weighted average shares	74,093		73,847
Basic earnings per share	$	1.46	$	2.16
Diluted earnings per share	$	1.46	$	2.14

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Warranty Liabilities (Tables)

4 Months Ended

Apr. 22, 2017

Product Warranties Disclosures [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The following table presents changes in the Company’s warranty reserves, which are included in Accrued expenses in its condensed consolidated balance sheets.

	April 22, 2017			December 31, 2016
	(16 weeks ended)			(52 weeks ended)
Warranty reserve, beginning of period	$	47,243		$	44,479
Additions to warranty reserves	15,969			46,903
Reserves utilized	(13,106		)	(44,139		)
Warranty reserve, end of period	$	50,106		$	47,243

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Condensed Consolidating Financial Statements (Tables)

4 Months Ended

Apr. 22, 2017

Condensed Consolidating Financial Statements [Abstract]

Condensed Balance Sheet [Table Text Block]

Condensed Consolidating Balance Sheets (Unaudited)

As of April 22, 2017

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	22	$	87,644	$	38,443	$	(22	)	$	126,087
Receivables, net	—		647,480		35,544		—			683,024
Inventories	—		4,218,338		195,465		—			4,413,803
Other current assets	179		82,726		1,133		(259		)	83,779
Total current assets	201		5,036,188		270,585		(281		)	5,306,693
Property and equipment, net of accumulated depreciation	120		1,430,216		9,285		—			1,439,621
Goodwill	—		943,359		47,336		—			990,695
Intangible assets, net	—		582,594		44,380		—			626,974
Other assets, net	4,513		64,053		621		(4,513		)	64,674
Investment in subsidiaries	3,121,169		390,370		—		(3,511,539		)	—
Intercompany note receivable	1,048,508		—		—		(1,048,508		)	—
Due from intercompany, net	—		—		319,244		(319,244		)	—
	$	4,174,511	$	8,446,780	$	691,451	$	(4,884,085	)	$	8,428,657
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	35	$	2,795,980	$	253,203	$	—		$	3,049,218
Accrued expenses	2,000		540,074		21,461		(259		)	563,276
Other current liabilities	—		42,307		4,852		(22		)	47,137
Total current liabilities	2,035		3,378,361		279,516		(281		)	3,659,631
Long-term debt	1,043,372		30,000		—		—			1,073,372
Deferred income taxes	—		431,097		19,544		(4,513		)	446,128
Other long-term liabilities	—		223,830		2,021		—			225,851
Intercompany note payable	—		1,048,508		—		(1,048,508		)	—
Due to intercompany, net	105,429		213,815		—		(319,244		)	—
Commitments and contingencies
Stockholders' equity	3,023,675		3,121,169		390,370		(3,511,539		)	3,023,675
	$	4,174,511	$	8,446,780	$	691,451	$	(4,884,085	)	$	8,428,657

Condensed Consolidating Balance Sheets (Unaudited)

As of December 31, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	22	$	78,543	$	56,635	$	(22	)	$	135,178
Receivables, net	—		619,229		22,023		—			641,252
Inventories	—		4,126,465		199,403		—			4,325,868
Other current assets	—		69,385		1,153		(72		)	70,466
Total current assets	22		4,893,622		279,214		(94		)	5,172,764
Property and equipment, net of accumulated depreciation	128		1,436,459		9,753		—			1,446,340
Goodwill	—		943,359		47,518		—			990,877
Intangible assets, net	—		595,596		45,307		—			640,903
Other assets, net	4,634		63,376		773		(4,634		)	64,149
Investment in subsidiaries	3,008,856		375,420		—		(3,384,276		)	—
Intercompany note receivable	1,048,424		—		—		(1,048,424		)	—
Due from intercompany, net	—		—		316,109		(316,109		)	—
	$	4,062,064	$	8,307,832	$	698,674	$	(4,753,537	)	$	8,315,033
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	—	$	2,813,937	$	272,240	$	—		$	3,086,177
Accrued expenses	1,505		526,652		26,312		(72		)	554,397
Other current liabilities	—		32,508		2,986		(22		)	35,472
Total current liabilities	1,505		3,373,097		301,538		(94		)	3,676,046
Long-term debt	1,042,949		—		—		—			1,042,949
Deferred income taxes	—		439,283		19,633		(4,634		)	454,282
Other long-term liabilities	—		223,481		2,083		—			225,564
Intercompany note payable	—		1,048,424		—		(1,048,424		)	—
Due to intercompany, net	101,418		214,691		—		(316,109		)	—
Commitments and contingencies
Stockholders' equity	2,916,192		3,008,856		375,420		(3,384,276		)	2,916,192
	$	4,062,064	$	8,307,832	$	698,674	$	(4,753,537	)	$	8,315,033

Condensed Income Statement [Table Text Block]

Condensed Consolidating Statements of Operations (Unaudited)

For the Sixteen weeks ended April 22, 2017

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,801,854		$	172,004		$	(83,020	)	$	2,890,838
Cost of sales, including purchasing and warehousing costs	—			1,577,273			125,901			(83,020		)	1,620,154
Gross profit	—			1,224,581			46,103			—			1,270,684
Selling, general and administrative expenses	14,797			1,067,656			24,402			(15,951		)	1,090,904
Operating (loss) income	(14,797		)	156,925			21,701			15,951			179,780
Other, net:
Interest (expense) income	(16,290		)	(2,159		)	19			—			(18,430		)
Other income (expense), net	31,784			(7,352		)	(3,668		)	(15,951		)	4,813
Total other, net	15,494			(9,511		)	(3,649		)	(15,951		)	(13,617		)
Income before provision for income taxes	697			147,414			18,052			—			166,163
(Benefit) provision for income taxes	(1,743		)	57,446			2,500			—			58,203
Income before equity in earnings of subsidiaries	2,440			89,968			15,552			—			107,960
Equity in earnings of subsidiaries	105,520			15,552			—			(121,072		)	—
Net income	$	107,960		$	105,520		$	15,552		$	(121,072	)	$	107,960

Condensed Consolidating Statements of Operations (Unaudited)

For the Sixteen weeks ended April 23, 2016

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	2,892,386		$	188,975	$	(101,583	)	$	2,979,778
Cost of sales, including purchasing and warehousing costs	—			1,598,817			132,655		(101,583		)	1,629,889
Gross profit	—			1,293,569			56,320		—			1,349,889
Selling, general and administrative expenses	7,911			1,060,767			28,358		(18,146		)	1,078,890
Operating (loss) income	(7,911		)	232,802			27,962		18,146			270,999
Other, net:
Interest (expense) income	(16,143		)	(2,823		)	23		—			(18,943		)
Other income (expense), net	23,542			(6,276		)	4,003		(18,146		)	3,123
Total other, net	7,399			(9,099		)	4,026		(18,146		)	(15,820		)
(Loss) income before provision for income taxes	(512		)	223,703			31,988		—			255,179
(Benefit) provision for income taxes	(1,430		)	91,275			6,521		—			96,366
Income before equity in earnings of subsidiaries	918			132,428			25,467		—			158,813
Equity in earnings of subsidiaries	157,895			25,467			—		(183,362		)	—
Net income	$	158,813		$	157,895		$	25,467	$	(183,362	)	$	158,813

Condensed Comprehensive Income [Table Text Block]

Condensed Consolidating Statements of Comprehensive Income (Unaudited)

For the Sixteen Weeks ended April 22, 2017

	Advance Auto Parts, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	107,960		$	105,520		$	15,552		$	(121,072	)	$	107,960
Other comprehensive loss	(873		)	(873		)	(788		)	1,661			(873		)
Comprehensive income	$	107,087		$	104,647		$	14,764		$	(119,411	)	$	107,087

Condensed Consolidating Statements of Comprehensive Income (Unaudited)

For the Sixteen Weeks ended April 23, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net income	$	158,813	$	157,895	$	25,467	$	(183,362	)	$	158,813
Other comprehensive income	16,243		16,243		16,425		(32,668		)	16,243
Comprehensive income	$	175,056	$	174,138	$	41,892	$	(216,030	)	$	175,056

Condensed Cash Flow Statement [Table Text Block]

Condensed Consolidating Statements of Cash Flows (Unaudited)

For the Sixteen weeks ended April 22, 2017

	Advance Auto Parts, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	55,378		$	(20,297	)	$	—		$	35,081
Cash flows from investing activities:
Purchases of property and equipment	—		(64,978		)	(301		)	—			(65,279		)
Proceeds from sales of property and equipment	—		947			—			—			947
Other, net	—		(253		)	446			—			193
Net cash (used in) provided by investing activities	—		(64,284		)	145			—			(64,139		)
Cash flows from financing activities:
Increase in bank overdrafts	—		6,625			1,865			—			8,490
Borrowings under credit facilities	—		483,500			—			—			483,500
Payments on credit facilities	—		(453,500		)	—			—			(453,500		)
Dividends paid	—		(8,902		)	—			—			(8,902		)
Proceeds from the issuance of common stock	—		1,036			—			—			1,036
Tax withholdings related to the exercise of stock appreciation rights	—		(5,707		)	—			—			(5,707		)
Repurchase of common stock	—		(3,121		)	—			—			(3,121		)
Other, net	—		(1,924		)	—			—			(1,924		)
Net cash provided by financing activities	—		18,007			1,865			—			19,872
Effect of exchange rate changes on cash	—		—			95			—			95
Net increase (decrease) in cash and cash equivalents	—		9,101			(18,192		)	—			(9,091		)
Cash and cash equivalents, beginning of period	22		78,543			56,635			(22		)	135,178
Cash and cash equivalents, end of period	$	22	$	87,644		$	38,443		$	(22	)	$	126,087

Condensed Consolidating Statements of Cash Flows (Unaudited)

For the Sixteen weeks ended April 23, 2016

	Advance Auto Parts, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	89,349		$	(903	)	$	—		$	88,446
Cash flows from investing activities:
Purchases of property and equipment	—		(88,303		)	(835		)	—			(89,138		)
Proceeds from sales of property and equipment	—		1,226			1			—			1,227
Net cash used in investing activities	—		(87,077		)	(834		)	—			(87,911		)
Cash flows from financing activities:
Increase in bank overdrafts	—		7,670			6,974			—			14,644
Borrowings under credit facilities	—		357,500			—			—			357,500
Payments on credit facilities	—		(331,500		)	—			—			(331,500		)
Dividends paid	—		(8,850		)	—			—			(8,850		)
Proceeds from the issuance of common stock	—		1,085			—			—			1,085
Tax withholdings related to the exercise of stock appreciation rights	—		(11,134		)	—			—			(11,134		)
Repurchase of common stock	—		(11,813		)	—			—			(11,813		)
Other, net	—		(125		)	—			—			(125		)
Net cash provided by financing activities	—		2,833			6,974			—			9,807
Effect of exchange rate changes on cash	—		—			2,584			—			2,584
Net increase in cash and cash equivalents	—		5,105			7,821			—			12,926
Cash and cash equivalents, beginning of period	8		63,458			27,324			(8		)	90,782
Cash and cash equivalents, end of period	$	8	$	68,563		$	35,145		$	(8	)	$	103,708

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Description of Business and Basis of Presentation (Details) $ in Thousands	4 Months Ended
	Apr. 22, 2017 USD ($)	Apr. 23, 2016 USD ($)
Basis of Presentation [Line Items]
Cumulative Effect on Retained Earnings, Net of Tax	$ 490
Excess Tax Benefit from Share-based Compensation, Operating Activities	$ 4,104	$ 13,145
Stores [Member]
Basis of Presentation [Line Items]
Number of Stores	5,059
Branches [Member]
Basis of Presentation [Line Items]
Number of Stores	130
Independently-owned Carquest store locations [Member]
Basis of Presentation [Line Items]
Number of Stores	1,250

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Inventories (Details) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016	Dec. 31, 2016
Inventory [Line Items]
Percentage of LIFO Inventory	88.00%		89.00%
Inventory, LIFO Reserve, Effect on Income, Net	$ 17,985	$ 31,489
Inventories at FIFO	4,189,980		$ 4,120,030
Adjustments to state inventories at LIFO	223,823		205,838
Inventories at LIFO	$ 4,413,803		$ 4,325,868

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Exit Activities (Details) $ in Thousands	4 Months Ended		12 Months Ended
	Apr. 22, 2017 USD ($)	Apr. 23, 2016 USD ($)	Dec. 31, 2016 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring Reserve, beginning of period	$ 45,224	$ 48,745	$ 48,745
Reserves established	1,648		24,240
Change in estimates	2,148		(3,483)
Cash payments	(6,710)		(24,278)
Restructuring Reserve, end of period	$ 42,310		45,224
Carquest consolidations completed to date [Member]
Restructuring Cost and Reserve [Line Items]
Number of Stores	339
Carquest consolidations completed during the current year [Member]
Restructuring Cost and Reserve [Line Items]
Number of Stores	6
Carquest conversions completed to date [Member]
Restructuring Cost and Reserve [Line Items]
Number of Stores	320
Carquest conversions completed this fiscal year [Member]
Restructuring Cost and Reserve [Line Items]
Number of Stores	38
GPI stores remaining to be consolidated [Member]
Restructuring Cost and Reserve [Line Items]
Number of Stores	565
Closed Facility Lease Obligations [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve, beginning of period	$ 44,265	42,490	42,490
Reserves established	1,589		23,252
Change in estimates	2,304		(3,073)
Cash payments	(6,410)		(18,404)
Restructuring Reserve, end of period	41,748		44,265
Closed Facility Lease Obligations [Member] | Carquest consolidations completed during the current year [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	1,094	12,185
Severance [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve, beginning of period	959	$ 6,255	6,255
Reserves established	59		988
Change in estimates	(156)		(410)
Cash payments	(300)		(5,874)
Restructuring Reserve, end of period	$ 562		$ 959

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Intangible Asset Rollforward (Details) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Expense	$ 14,566	$ 14,942

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Receivables, net (Details) - USD ($) $ in Thousands	Apr. 22, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total receivables	$ 715,470	$ 670,416
Less: Allowance for doubtful accounts	(32,446)	(29,164)
Receivables, net	683,024	641,252
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total receivables	446,746	407,301
Accounts Receivable, Vendor [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total receivables	254,875	239,770
Accounts Receivable, Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total receivables	$ 13,849	$ 23,345

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Long-term Debt and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jan. 31, 2017	Apr. 22, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 1,073,892	$ 1,043,255
Long-term Debt, Current Maturities		(520)	(306)
Long-term Debt, Excluding Current Maturities		1,073,372	1,042,949
Letters of Credit Outstanding, Amount		100,719
Line of Credit Facility, Remaining Borrowing Capacity		787,788
Line of Credit Facility, Commitment Fee Percentage	0.15%
Guarantor Obligations, Maximum Exposure		24,426
Guarantor Obligation, Collateral Amount		67,046
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt, Long-term and Short-term, Combined Amount		$ 30,000	0
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,000,000
line of credit facility increase increment limit	$ 250,000
Debt Instrument, Interest Rate, Effective Percentage		4.10%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.10%
Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.10%
Revolving Credit Facility [Member] | letters of credit sublimit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 200,000
Senior Notes [Member] | 5.75% senior unsecured notes (2020 Notes) [Member]
Debt Instrument [Line Items]
Debt, Long-term and Short-term, Combined Amount		$ 298,188	298,006
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs, Net		1,812	1,994
Senior Notes [Member] | 4.50% senior unsecured notes (2022 Notes) [Member]
Debt Instrument [Line Items]
Debt, Long-term and Short-term, Combined Amount		298,700	298,616
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs, Net		1,300	1,384
Senior Notes [Member] | 4.50% senior unsecured notes (2023 Notes) [Member]
Debt Instrument [Line Items]
Debt, Long-term and Short-term, Combined Amount		446,484	446,327
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs, Net		3,516	3,673
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Debt, Long-term and Short-term, Combined Amount		520	306
Fair Value, Inputs, Level 2 [Member]
Debt Instrument [Line Items]
Long-term Debt, Fair Value		$ 1,158,000	$ 1,118,000

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Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income	$ 107,960	$ 158,813
Basic weighted average shares	73,782	73,401
Dilutive impact of share-based awards	311	446
Diluted weighted average shares	74,093	73,847
Basic earnings per share	$ 1.46	$ 2.16
Diluted earnings per share	$ 1.46	$ 2.14
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	42	22

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Share-Based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation	$ 12,374	$ 6,654
Share-based Compensation, Tax Benefit from Compensation Expense	4,662
Share-based Compensation, Cost Not yet Recognized	$ 59,612
Share-based Compensation, Cost Not yet Recognized, Period for Recognition	1 year 9 months 25 days
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period	46
Weighted Average Grant Date Fair Value	$ 155.98
Market Based Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period	23
Weighted Average Grant Date Fair Value	$ 147.83
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period	145
Weighted Average Grant Date Fair Value	$ 157.94

XML

Warranty Liabilities (Details) - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Apr. 22, 2017	Dec. 31, 2016
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve, beginning of period	$ 47,243	$ 44,479
Additions to warranty reserves	15,969	46,903
Reserves utilized	(13,106)	(44,139)
Warranty reserve, end of period	$ 50,106	$ 47,243

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Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands	Apr. 22, 2017	Dec. 31, 2016	Apr. 23, 2016	Jan. 02, 2016
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 126,087	$ 135,178	$ 103,708	$ 90,782
Receivables, net	683,024	641,252
Inventories	4,413,803	4,325,868
Other current assets	83,779	70,466
Total current assets	5,306,693	5,172,764
Property and equipment, net of accumulated depreciation	1,439,621	1,446,340
Goodwill	990,695	990,877
Intangible assets, net	626,974	640,903
Other assets, net	64,674	64,149
Investment in subsidiaries	0	0
Intercompany note receivable	0	0
Due from intercompany, net	0	0
Assets, Total	8,428,657	8,315,033
Accounts payable	3,049,218	3,086,177
Accrued expenses	563,276	554,397
Other current liabilities	47,137	35,472
Total current liabilities	3,659,631	3,676,046
Long-term debt	1,073,372	1,042,949
Deferred income taxes	446,128	454,282
Other long-term liabilities	225,851	225,564
Intercompany note payable	0	0
Due to intercompany, net	0	0
Commitments and contingencies
Total stockholders' equity	3,023,675	2,916,192
Liabilities and Stockholders' Equity, Total	8,428,657	8,315,033
Parent Company [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	22	22	8	8
Receivables, net	0	0
Inventories	0	0
Other current assets	179	0
Total current assets	201	22
Property and equipment, net of accumulated depreciation	120	128
Goodwill	0	0
Intangible assets, net	0	0
Other assets, net	4,513	4,634
Investment in subsidiaries	3,121,169	3,008,856
Intercompany note receivable	1,048,508	1,048,424
Due from intercompany, net	0	0
Assets, Total	4,174,511	4,062,064
Accounts payable	35	0
Accrued expenses	2,000	1,505
Other current liabilities	0	0
Total current liabilities	2,035	1,505
Long-term debt	1,043,372	1,042,949
Deferred income taxes	0	0
Other long-term liabilities	0	0
Intercompany note payable	0	0
Due to intercompany, net	105,429	101,418
Commitments and contingencies
Total stockholders' equity	3,023,675	2,916,192
Liabilities and Stockholders' Equity, Total	4,174,511	4,062,064
Guarantor Subsidiaries [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	87,644	78,543	68,563	63,458
Receivables, net	647,480	619,229
Inventories	4,218,338	4,126,465
Other current assets	82,726	69,385
Total current assets	5,036,188	4,893,622
Property and equipment, net of accumulated depreciation	1,430,216	1,436,459
Goodwill	943,359	943,359
Intangible assets, net	582,594	595,596
Other assets, net	64,053	63,376
Investment in subsidiaries	390,370	375,420
Intercompany note receivable	0	0
Due from intercompany, net	0	0
Assets, Total	8,446,780	8,307,832
Accounts payable	2,795,980	2,813,937
Accrued expenses	540,074	526,652
Other current liabilities	42,307	32,508
Total current liabilities	3,378,361	3,373,097
Long-term debt	30,000	0
Deferred income taxes	431,097	439,283
Other long-term liabilities	223,830	223,481
Intercompany note payable	1,048,508	1,048,424
Due to intercompany, net	213,815	214,691
Commitments and contingencies
Total stockholders' equity	3,121,169	3,008,856
Liabilities and Stockholders' Equity, Total	8,446,780	8,307,832
Non-Guarantor Subsidiaries [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	38,443	56,635	35,145	27,324
Receivables, net	35,544	22,023
Inventories	195,465	199,403
Other current assets	1,133	1,153
Total current assets	270,585	279,214
Property and equipment, net of accumulated depreciation	9,285	9,753
Goodwill	47,336	47,518
Intangible assets, net	44,380	45,307
Other assets, net	621	773
Investment in subsidiaries	0	0
Intercompany note receivable	0	0
Due from intercompany, net	319,244	316,109
Assets, Total	691,451	698,674
Accounts payable	253,203	272,240
Accrued expenses	21,461	26,312
Other current liabilities	4,852	2,986
Total current liabilities	279,516	301,538
Long-term debt	0	0
Deferred income taxes	19,544	19,633
Other long-term liabilities	2,021	2,083
Intercompany note payable	0	0
Due to intercompany, net	0	0
Commitments and contingencies
Total stockholders' equity	390,370	375,420
Liabilities and Stockholders' Equity, Total	691,451	698,674
Consolidation, Eliminations [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	(22)	(22)	$ (8)	$ (8)
Receivables, net	0	0
Inventories	0	0
Other current assets	(259)	(72)
Total current assets	(281)	(94)
Property and equipment, net of accumulated depreciation	0	0
Goodwill	0	0
Intangible assets, net	0	0
Other assets, net	(4,513)	(4,634)
Investment in subsidiaries	(3,511,539)	(3,384,276)
Intercompany note receivable	(1,048,508)	(1,048,424)
Due from intercompany, net	(319,244)	(316,109)
Assets, Total	(4,884,085)	(4,753,537)
Accounts payable	0	0
Accrued expenses	(259)	(72)
Other current liabilities	(22)	(22)
Total current liabilities	(281)	(94)
Long-term debt	0	0
Deferred income taxes	(4,513)	(4,634)
Other long-term liabilities	0	0
Intercompany note payable	(1,048,508)	(1,048,424)
Due to intercompany, net	(319,244)	(316,109)
Commitments and contingencies
Total stockholders' equity	(3,511,539)	(3,384,276)
Liabilities and Stockholders' Equity, Total	$ (4,884,085)	$ (4,753,537)

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Condensed Consolidated Income Statement (Details) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Condensed Income Statements, Captions [Line Items]
Net sales	$ 2,890,838	$ 2,979,778
Cost of sales, including purchasing and warehousing costs	1,620,154	1,629,889
Gross profit	1,270,684	1,349,889
Selling, general and administrative expenses	1,090,904	1,078,890
Operating income (loss)	179,780	270,999
Interest (expense) income	(18,430)	(18,943)
Other income (expense), net	4,813	3,123
Total other, net	(13,617)	(15,820)
Income before provision for income taxes	166,163	255,179
Provision for income taxes	58,203	96,366
Income (loss) before equity in earnings of subsidiaries	107,960	158,813
Equity in earnings of subsidiaries	0	0
Net income	107,960	158,813
Parent Company [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	0	0
Cost of sales, including purchasing and warehousing costs	0	0
Gross profit	0	0
Selling, general and administrative expenses	14,797	7,911
Operating income (loss)	(14,797)	(7,911)
Interest (expense) income	(16,290)	(16,143)
Other income (expense), net	31,784	23,542
Total other, net	15,494	7,399
Income before provision for income taxes	697	(512)
Provision for income taxes	(1,743)	(1,430)
Income (loss) before equity in earnings of subsidiaries	2,440	918
Equity in earnings of subsidiaries	105,520	157,895
Net income	107,960	158,813
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	2,801,854	2,892,386
Cost of sales, including purchasing and warehousing costs	1,577,273	1,598,817
Gross profit	1,224,581	1,293,569
Selling, general and administrative expenses	1,067,656	1,060,767
Operating income (loss)	156,925	232,802
Interest (expense) income	(2,159)	(2,823)
Other income (expense), net	(7,352)	(6,276)
Total other, net	(9,511)	(9,099)
Income before provision for income taxes	147,414	223,703
Provision for income taxes	57,446	91,275
Income (loss) before equity in earnings of subsidiaries	89,968	132,428
Equity in earnings of subsidiaries	15,552	25,467
Net income	105,520	157,895
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	172,004	188,975
Cost of sales, including purchasing and warehousing costs	125,901	132,655
Gross profit	46,103	56,320
Selling, general and administrative expenses	24,402	28,358
Operating income (loss)	21,701	27,962
Interest (expense) income	19	23
Other income (expense), net	(3,668)	4,003
Total other, net	(3,649)	4,026
Income before provision for income taxes	18,052	31,988
Provision for income taxes	2,500	6,521
Income (loss) before equity in earnings of subsidiaries	15,552	25,467
Equity in earnings of subsidiaries	0	0
Net income	15,552	25,467
Consolidation, Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(83,020)	(101,583)
Cost of sales, including purchasing and warehousing costs	(83,020)	(101,583)
Gross profit	0	0
Selling, general and administrative expenses	(15,951)	(18,146)
Operating income (loss)	15,951	18,146
Interest (expense) income	0	0
Other income (expense), net	(15,951)	(18,146)
Total other, net	(15,951)	(18,146)
Income before provision for income taxes	0	0
Provision for income taxes	0	0
Income (loss) before equity in earnings of subsidiaries	0	0
Equity in earnings of subsidiaries	(121,072)	(183,362)
Net income	$ (121,072)	$ (183,362)

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Condensed Consolidated Comprehensive Income Statement (Details) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Condensed Consolidating Comprehensive Income Statement [Line Items]
Net income	$ 107,960	$ 158,813
Changes in net unrecognized other postretirement benefit costs, net of tax	(85)	(182)
Currency translation adjustments	(788)	16,425
Total other comprehensive income (loss)	(873)	16,243
Comprehensive income	107,087	175,056
Parent Company [Member]
Condensed Consolidating Comprehensive Income Statement [Line Items]
Net income	107,960	158,813
Total other comprehensive income (loss)	(873)	16,243
Comprehensive income	107,087	175,056
Guarantor Subsidiaries [Member]
Condensed Consolidating Comprehensive Income Statement [Line Items]
Net income	105,520	157,895
Total other comprehensive income (loss)	(873)	16,243
Comprehensive income	104,647	174,138
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Comprehensive Income Statement [Line Items]
Net income	15,552	25,467
Total other comprehensive income (loss)	(788)	16,425
Comprehensive income	14,764	41,892
Consolidation, Eliminations [Member]
Condensed Consolidating Comprehensive Income Statement [Line Items]
Net income	(121,072)	(183,362)
Total other comprehensive income (loss)	1,661	(32,668)
Comprehensive income	$ (119,411)	$ (216,030)

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Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ 35,081	$ 88,446
Purchases of property and equipment	(65,279)	(89,138)
Proceeds from sales of property and equipment	947	1,227
Other, net	193	0
Net cash used in investing activities	(64,139)	(87,911)
Increase in bank overdrafts	8,490	14,644
Borrowings under credit facilities	483,500	357,500
Payments on credit facilities	(453,500)	(331,500)
Dividends paid	(8,902)	(8,850)
Proceeds from the issuance of common stock	1,036	1,085
Tax withholdings related to the exercise of stock appreciation rights	(5,707)	(11,134)
Repurchase of common stock	(3,121)	(11,813)
Other	(1,924)	(125)
Net cash (used in) provided by financing activities	19,872	9,807
Effect of exchange rate changes on cash	95	2,584
Net increase (decrease) in cash and cash equivalents	(9,091)	12,926
Cash and cash equivalents, beginning of period	135,178	90,782
Cash and cash equivalents, end of period	126,087	103,708
Parent Company [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	0	0
Purchases of property and equipment	0	0
Proceeds from sales of property and equipment	0	0
Other, net	0
Net cash used in investing activities	0	0
Increase in bank overdrafts	0	0
Borrowings under credit facilities	0	0
Payments on credit facilities	0	0
Dividends paid	0	0
Proceeds from the issuance of common stock	0	0
Tax withholdings related to the exercise of stock appreciation rights	0	0
Repurchase of common stock	0	0
Other	0	0
Net cash (used in) provided by financing activities	0	0
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	22	8
Cash and cash equivalents, end of period	22	8
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	55,378	89,349
Purchases of property and equipment	(64,978)	(88,303)
Proceeds from sales of property and equipment	947	1,226
Other, net	(253)
Net cash used in investing activities	(64,284)	(87,077)
Increase in bank overdrafts	6,625	7,670
Borrowings under credit facilities	483,500	357,500
Payments on credit facilities	(453,500)	(331,500)
Dividends paid	(8,902)	(8,850)
Proceeds from the issuance of common stock	1,036	1,085
Tax withholdings related to the exercise of stock appreciation rights	(5,707)	(11,134)
Repurchase of common stock	(3,121)	(11,813)
Other	(1,924)	(125)
Net cash (used in) provided by financing activities	18,007	2,833
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	9,101	5,105
Cash and cash equivalents, beginning of period	78,543	63,458
Cash and cash equivalents, end of period	87,644	68,563
Non-Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(20,297)	(903)
Purchases of property and equipment	(301)	(835)
Proceeds from sales of property and equipment	0	1
Other, net	446
Net cash used in investing activities	145	(834)
Increase in bank overdrafts	1,865	6,974
Borrowings under credit facilities	0	0
Payments on credit facilities	0	0
Dividends paid	0	0
Proceeds from the issuance of common stock	0	0
Tax withholdings related to the exercise of stock appreciation rights	0	0
Repurchase of common stock	0	0
Other	0	0
Net cash (used in) provided by financing activities	1,865	6,974
Effect of exchange rate changes on cash	95	2,584
Net increase (decrease) in cash and cash equivalents	(18,192)	7,821
Cash and cash equivalents, beginning of period	56,635	27,324
Cash and cash equivalents, end of period	38,443	35,145
Consolidation, Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	0	0
Purchases of property and equipment	0	0
Proceeds from sales of property and equipment	0	0
Other, net	0
Net cash used in investing activities	0	0
Increase in bank overdrafts	0	0
Borrowings under credit facilities	0	0
Payments on credit facilities	0	0
Dividends paid	0	0
Proceeds from the issuance of common stock	0	0
Tax withholdings related to the exercise of stock appreciation rights	0	0
Repurchase of common stock	0	0
Other	0	0
Net cash (used in) provided by financing activities	0	0
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	(22)	(8)
Cash and cash equivalents, end of period	$ (22)	$ (8)