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 Annual Report on Form 10-K for the year
ended December 28, 2019 (filed with the SEC on February 18, 2020), which we
refer to as our 2019 Form 10-K, and our condensed consolidated financial
statements and the notes to those statements that appear elsewhere in this
report.

Impact of COVID-19 on Our Business



During the COVID-19 pandemic we are prioritizing protecting the health and
safety of our Team Members and customers; working to drive financial performance
by preserving our cash position, scrutinizing planned spending and prioritizing
various initiatives; and working to help ensure that when the current period of
crisis passes, our team will emerge even stronger.

In response to the COVID-19 pandemic, we have continued to take additional
measures to help ensure the health and safety of our Team Members and customers.
Such measures include retro-fitting our stores with plexiglass care shields, the
continuation of certain labor-related benefits for Team Members, social
distancing practices, sanitation practices, the use of health check screenings
and offering contactless delivery.

Government imposed restrictions and stay at home orders related to the pandemic
occurred during our first quarter of 2020. These contributed to negative impacts
to demand, primarily during the last six weeks of the sixteen weeks ended April
18, 2020. However, as the second and third quarters of 2020 progressed, we
experienced a significant improvement in demand, particularly in our DIY
Omnichannel business, that we believe was largely attributable to higher overall
industry demand driven by external factors such as government stimulus, an
increase in unemployment benefits, consumers' preference to use personal
vehicles rather than public transportation and other factors that may have
contributed to an increase in DIY automotive projects. In addition to these
external factors, we believe the execution of prioritized internal initiatives,
including our new marketing campaign and providing a variety of shopping choices
for customers with our Advance Same Day options, contributed to the improvement
in demand. We have also continued to make progress on the development of our key
supply chain initiatives, including cross-banner replenishment and our single
warehouse management system.

Despite the increase in Net sales during the twelve and forty weeks ended
October 3, 2020, the COVID-19 pandemic remains an evolving situation. We
continue to actively monitor developments that may cause us to take further
actions that alter our business operations as may be required by federal, state
or local authorities or that we determine are in the best interests of our Team
Members, customers, suppliers and stockholders.

Management Overview



Net sales increased 9.9% in the third quarter of 2020 as compared to the same
period in the prior year, primarily driven by an increase in comparable store
sales resulting from growth in our DIY Omnichannel business. We experienced
positive comparable store sales across every region, with the Gulf Coast,
Central and Southeast regions having the strongest growth. While still positive,
the Northeast Mid-Atlantic and West Coast regions had the lowest comparable
store sales growth.

We generated diluted earnings per share ("diluted EPS") of $2.13 during our
third quarter of 2020 compared to $1.75 for the comparable period of 2019. When
adjusted for the following non-operational items, our adjusted diluted earnings
per share ("Adjusted EPS") for the twelve weeks ended October 3, 2020 and
October 5, 2019 were $2.81 and $2.10.

                                                      Twelve Weeks Ended                                  Forty Weeks Ended
                                           October 3, 2020           October 5, 2019          October 3, 2020           October 5, 2019
Transformation expenses                  $      0.09               $           0.28          $      0.39              $           0.63
General Parts International, Inc.
("GPI") amortization of acquired
intangible assets                               0.07                           0.07                 0.23                          0.21
Other adjustments                               0.52                              -                 0.52                          0.25


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


                                       14

--------------------------------------------------------------------------------

Table of Contents

Summary of Third Quarter Financial Results

A high-level summary of our financial results for the third quarter of 2020 includes:



•Net sales during the third quarter of 2020 were $2.5 billion, an increase of
9.9% as compared to the third quarter of 2019, primarily driven by an increase
in comparable store sales of 10.2%, led by growth in our DIY Omnichannel
business.
•Gross profit margin for the third quarter of 2020 was 44.4% of Net sales, an
increase of 63 basis points as compared to the third quarter of 2019. This
increase was primarily due to favorable channel mix, including growth in our DIY
Omnichannel business, supply chain efficiencies and favorable pricing actions.
•SG&A expenses for the third quarter of 2020 were 34.3% of Net sales, a
favorable impact of 202 basis points as compared to the third quarter of 2019.
This favorable impact was primarily due to our ability to leverage payroll and
rent expenses and lower incident rate and claims that we attribute to continued
focus on employee safety.

Business and Risks Update

We continue to make progress on the various elements of our strategic business
plan, which is focused on improving the customer experience and driving
consistent execution for both Professional and DIY customers. To achieve these
improvements, we have undertaken planned strategic initiatives to help build a
foundation for long-term success across the organization, which include:

•Continued development of a demand-based assortment, leveraging purchase and
search history from our common catalog, versus our existing push-down supply
approach.
•Advancement towards optimizing our footprint by market, including consolidating
our Worldpac and Autopart International businesses, to drive share, repurpose
our in-market store and asset base and streamline our distribution network.
•Continued development of our marketing campaigns, which focus on our customers
and how we serve them every day with care and speed and the launch of the iconic
DieHard® brand.
•Progress in the development of a more efficient end-to-end supply chain to
deliver our broad assortment.
•Enhancement of 'Advance Same Day' Curbside Pick Up, 'Advance Same Day' Home
Delivery and our mobile application and eCommerce performance.

Industry Update



Operating within the automotive aftermarket industry, we are influenced by a
number of general macroeconomic factors, many of which are similar to those
affecting the overall retail industry. For a complete discussion of these
factors, refer to our 2019 Form 10-K, as updated by our subsequent filings with
the SEC, including our Form 10-Q filed for the quarterly period ended April 18,
2020, and the "Impact of COVID-19 on Our Business" section included within this
Form 10-Q.

Stores and Branches

Key factors in selecting sites and market locations in which we operate include
population, demographics, traffic count, vehicle profile, number and strength of
competitors' stores and the cost of real estate. During the forty weeks ended
October 3, 2020, 10 stores and branches were opened and 68 were closed or
consolidated, resulting in a total of 4,979 stores and branches as of October 3,
2020, compared to a total of 5,037 stores and branches as of December 28, 2019.

                                       15
--------------------------------------------------------------------------------
  Table of Contents
Results of Operations

                                                                 Twelve Weeks Ended
           (in millions)                      October 3, 2020                           October 5, 2019                  $ Increase/(Decrease)          Basis Points
Net sales                           $      2,541.9             100.0  %       $      2,312.1             100.0  %       $               229.8                  -
Cost of sales                              1,413.5              55.6                 1,300.2              56.2                          113.3                (63)
Gross profit                               1,128.5              44.4                 1,011.9              43.8                          116.5                 63
SG&A                                         871.7              34.3                   839.6              36.3                           32.1               (202)
Operating income                             256.8              10.1                   172.3               7.5                           84.5                265
Interest expense                             (11.9)             (0.5)                   (8.4)             (0.4)                          (3.5)               (10)
Loss on early redemptions of senior
unsecured notes                              (48.0)             (1.9)                    0.0               0.0                          (48.0)          

(189)


Other income (expense), net                    0.7               0.0                    (3.1)             (0.1)                           3.8           

16


Provision for income taxes                    50.1               2.0                    37.1               1.6                           13.0                 37
Net income                          $        147.5               5.8  %       $        123.7               5.3  %       $                23.8                 45



                                                                  Forty Weeks Ended
           (in millions)                      October 3, 2020                           October 5, 2019                  $ Increase/(Decrease)          Basis Points
Net sales                           $      7,741.2             100.0  %       $      7,596.4             100.0  %       $               144.8                  -
Cost of sales                              4,343.3              56.1                 4,270.4              56.2                           72.9                (11)
Gross profit                               3,397.9              43.9                 3,326.0              43.8                           71.9                 11
SG&A                                       2,799.8              36.2                 2,774.9              36.5                           24.9                (36)
Operating income                             598.1               7.7                   551.0               7.3                           47.0                 47
Interest expense                             (37.6)             (0.5)                  (32.1)             (0.4)                          (5.5)                (6)
Loss on early redemptions of senior
unsecured notes                              (48.0)             (0.6)                  (10.8)             (0.1)                         (37.2)          

(48)


Other (expense) income, net                   (2.2)              0.0                     9.5               0.1                          (11.7)          

(15)


Provision for income taxes                   129.2               1.7                   126.7               1.7                            2.5                  -
Net income                          $        381.0               4.9  %       $        391.0               5.1  %       $               (10.0)               (23)

Note: Table amounts may not foot due to rounding.

Net Sales



Net sales for the twelve weeks ended October 3, 2020 increased 9.9% as compared
to the same period of 2019, primarily driven by an increase in comparable store
sales resulting from growth in our DIY Omnichannel business. We experienced
positive comparable store sales across every region, with the Gulf Coast,
Florida and Southeast regions having the strongest growth. While still positive,
the Northeast Mid-Atlantic and West Coast regions had the lowest comparable
store sales growth.

For the forty weeks ended October 3, 2020, Net sales increased 1.9% compared to
the same period of 2019, primarily driven by a 1.8% increase in comparable store
sales resulting from an increase in demand in the second and third quarter of
2020, partially offset by less demand in the first quarter of 2020 caused
principally by the COVID-19 pandemic, particularly in the six weeks ended April
18, 2020.

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. We include sales from relocated stores in comparable store sales from the
original date of opening.

                                       16
--------------------------------------------------------------------------------
  Table of Contents
Gross Profit

Gross profit for the twelve weeks ended October 3, 2020 was $1,128.5 million, or
44.4%, of Net sales, as compared to $1,011.9 million, or 43.8%, of Net sales for
the twelve weeks ended October 5, 2019. This increase in Gross profit as a
percentage of Net sales was primarily due to favorable channel mix, including
growth in our DIY Omnichannel business, supply chain efficiencies and favorable
pricing actions. These improvements were partially offset by unfavorable product
mix and headwinds associated with shrink and defectives.

Gross profit for the forty weeks ended October 3, 2020 was $3,397.9 million, or
43.9% of Net sales, as compared to $3,326.0 million, or 43.8%, of Net sales for
the forty weeks ended October 5, 2019. This increase in Gross profit as a
percentage of Net sales was primarily due to favorable channel mix, including
growth in our DIY Omnichannel business, supply chain efficiencies and favorable
pricing actions. These improvements were partially offset by unfavorable product
mix.

As a result of changes in our LIFO reserve, a benefit of $15.9 million and an
expense of $33.8 million was included in the twelve weeks ended October 3, 2020
and October 5, 2019. A benefit of $3.9 million and an expense of $76.7 million
was included in the forty weeks ended October 3, 2020 and October 5, 2019.

Selling, general and administrative expenses



SG&A expenses for the twelve weeks ended October 3, 2020 were $871.7 million, or
34.3% of Net sales, as compared to $839.6 million, or 36.3% of Net sales, for
the twelve weeks ended October 5, 2019. This decrease in SG&A expenses as a
percentage of Net sales was primarily due to our ability to leverage payroll and
rent expenses, lower incident rate and claims that we attribute to continued
focus on employee safety and suspension of travel due to the COVID-19 pandemic.
These improvements were partially offset by an increase in costs incurred in
response to the COVID-19 pandemic and an increase in support contracts related
to information technology solutions.

SG&A for the forty weeks ended October 3, 2020 was $2,799.8 million, or 36.2% of
Net sales, as compared to $2,774.9 million, or 36.5% of Net sales, for the forty
weeks ended October 5, 2019. This decrease in SG&A as a percentage of Net sales
was primarily due to our ability to leverage payroll and rent expenses, lower
incident rate and claims that we attribute to continued focus on employee safety
and suspension of travel due to the COVID-19 pandemic. These improvements were
partially offset by the factors discussed above.

Loss on early redemptions of senior unsecured notes



During the twelve weeks ended October 3, 2020, we incurred charges of $48.0
million related to the early redemption of our 2022 and 2023 senior unsecured
notes. During the sixteen weeks ended April 20, 2019, we incurred charges of
$10.8 million related to the early redemption of our 2020 senior unsecured
notes.

Provision for income taxes



Our Provision for income taxes for the twelve weeks ended October 3, 2020 was
$50.1 million, as compared to $37.1 million for the twelve weeks ended
October 5, 2019. Our effective tax rate was 25.3% and 23.1% for the twelve weeks
ended October 3, 2020 and October 5, 2019.

Our Provision for income taxes for the forty weeks ended October 3, 2020 was
$129.2 million, as compared to $126.7 million for the forty weeks ended
October 5, 2019. Our effective tax rate was 25.3% and 24.5% for the forty weeks
ended October 3, 2020 and October 5, 2019.

                                       17
--------------------------------------------------------------------------------
  Table of Contents
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
accounting principles generally accepted in the United States of America
("GAAP"). Non-GAAP financial measures, including Adjusted net income and
Adjusted EPS, 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. We have presented these non-GAAP financial
measures as we believe that the presentation of our financial results that
exclude (1) transformation expenses under our strategic business plan; (2)
non-cash amortization related to the acquired GPI intangible assets; and (3)
other non-recurring adjustments are useful and indicative of our base operations
because the expenses vary from period to period in terms of size, nature and
significance and/or relate to store closure and consolidation 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 is useful to investors as a
supplement to the GAAP measures.

Transformation Expenses - Costs incurred in connection with our business plan
that focuses on specific transformative activities that relate to the
integration and streamlining of our operating structure across the enterprise,
that we do not view to be normal cash operating expenses. These expenses will
include, but not be limited to the following:
•Restructuring costs - Costs primarily relating to the early termination of
lease obligations, asset impairment charges, other facility closure costs and
Team Member severance in connection with our 2018 Store Rationalization plan and
2017 Store and Supply Chain Rationalization plan.
•Third-party professional services - Costs primarily relating to services
rendered by vendors for assisting us with the development of various information
technology and supply chain projects in connection with our enterprise
integration initiatives.
•Other significant costs - Costs primarily relating to accelerated depreciation
of various legacy information technology and supply chain systems in connection
with our enterprise integration initiatives and temporary off-site workspace for
project teams who are primarily working on the development of specific
transformative activities that relate to the integration and streamlining of our
operating structure across the enterprise.

GPI Amortization of Acquired Intangible Assets - As part of our acquisition of
GPI, we obtained various intangible assets, including customer relationships,
non-compete contracts and favorable leases agreements, which we expect to be
subject to amortization through 2025.

                                       18
--------------------------------------------------------------------------------
  Table of Contents
We have included a reconciliation of this information to the most comparable
GAAP measures in the following table:

                                                          Twelve Weeks Ended                                   Forty Weeks Ended

(in thousands, except per share data) October 3, 2020 October 5, 2019

           October 3, 2020           October 5, 2019
Net income (GAAP)                            $        147,476          $        123,669          $        381,024          $        390,989
Cost of sales adjustments:
Transformation expenses:
Restructuring costs                                         -                     2,991                         -                     3,272
Other significant costs                                    79                         -                     1,627                         -
Other adjustment (1)                                        -                         -                         -                    13,010
SG&A adjustments:
GPI amortization of acquired
intangible assets                                       6,324                     6,362                    21,086                    21,157
Transformation expenses:
Restructuring costs                                     2,581                     4,082                    12,221                    14,595
Third-party professional services                       4,660                    11,966                     8,924                    31,282
Other significant costs                                 1,438                     7,338                    13,560                    10,756
Other income adjustment (2)                            48,022                         -                    48,022                    10,756
Provision for income taxes on
adjustments (3)                                       (15,776)                   (8,185)                  (26,360)                  (26,207)
Adjusted net income (Non-GAAP)               $        194,804          $    

148,223 $ 460,104 $ 469,610



Diluted earnings per share (GAAP)            $           2.13          $           1.75          $           5.50          $           5.46
Adjustments, net of tax                                  0.68                      0.35                      1.14                      1.09
Adjusted EPS (Non-GAAP)                      $           2.81          $           2.10          $           6.64          $           6.55



(1)During the sixteen weeks ended April 20, 2019, we made an out-of-period
correction, which increased Cost of sales by $13.0 million, related to received
not invoiced inventory.
(2)During the twelve weeks ended October 3, 2020, we incurred charges relating
to a make-whole provision and tender premiums of $46.3 million and debt issuance
costs of $1.7 million resulting from the early redemption of our 2022 and 2023
Notes. During the sixteen weeks ended April 20, 2019, we incurred charges
relating to a make-whole provision and debt issuance costs of $10.1 million and
$0.7 million resulting from the early redemption of our 2020 senior unsecured
notes.
(3)The income tax impact of non-GAAP adjustments is calculated using the
estimated tax rate in effect for the respective non-GAAP adjustments.

                                       19
--------------------------------------------------------------------------------
  Table of Contents
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, funding of initiatives under our
strategic business plan and other operational priorities. Historically, we have
used available funds to repay borrowings under our credit facility, to
periodically repurchase shares of our common stock under our stock repurchase
program, to pay our quarterly cash dividends and for acquisitions; however,
given uncertainties related to the COVID-19 pandemic, our future uses of cash
may differ if our relative priorities, including the weight we place on the
preservation of cash and liquidity change. Typically, we have funded our cash
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 obligations for the next year.

Share Repurchase Program

On November 8, 2019, our Board of Directors authorized a $700.0 million share repurchase program as an addition to the previous $400.0 million share repurchase program that was authorized by our Board of Directors in August 2019.



During the twelve weeks ended October 3, 2020, we repurchased 0.7 million shares
of our common stock at an aggregate cost of $109.6 million, or an average price
of $153.06 per share, in connection with our share repurchase program. During
the twelve weeks ended October 5, 2019, we purchased 2.4 million shares of our
common stock under the share repurchase program at an aggregate cost of
$338.6 million, or an average price of $138.71 per share. During the forty weeks
ended October 3, 2020 and October 5, 2019, we repurchased 0.9 million and 3.3
million shares of our common stock under our share repurchase program. The
shares repurchased in connection with our share repurchase program during the
forty weeks ended October 3, 2020 and October 5, 2019 were at an aggregate cost
of $138.6 million and $476.7 million, or an average price of $147.13 and $144.03
per share.

© Edgar Online, source Glimpses