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 January 1, 2022 (filed with the SEC on February 15, 2022), which we refer
to as our 2021 Form 10-K, and our condensed consolidated financial statements
and the notes to those statements that appear elsewhere in this report.

Management Overview



Net sales increased 1.3% in the first quarter of 2022 compared with the same
period in the prior year, primarily driven by growing consumer demand, namely in
our professional and independent businesses. Our regional strength in comparable
store sales was led by the West and Canada, along with a strong recovery in
Florida and the Mid-Atlantic. Category growth was led by motor oil, batteries
and brakes.

We generated Diluted earnings per share ("Diluted EPS") of $2.26 during our
first quarter of 2022 compared with $2.81 for the comparable period of 2021.
When adjusted for non-operational items outlined in the following table, our
Adjusted diluted earnings per share ("Adjusted EPS") for the sixteen weeks ended
April 23, 2022 and April 24, 2021 was $3.57 and $3.34.

                                                                    Sixteen 

Weeks Ended


                                                         April 23, 2022             April 24, 2021
Last-in, first-out ("LIFO") impacts                   $            0.99          $             0.03
Transformation expenses                                            0.13                        0.40
General Parts International, Inc. ("GPI")
amortization of acquired intangible assets                         0.10                        0.10
Other adjustments                                                  0.09                           -
Total adjustments, net of tax                         $            1.31          $             0.53



Refer to "  Reconciliation of Non-GAAP Financial Measures  " for a definition
and reconciliation of Adjusted EPS and other non-GAAP measures to the most
directly comparable financial measures calculated and presented in accordance
with GAAP.

A high-level summary of our financial results for the first quarter of 2022 includes:



•Net sales during the first quarter of 2022 was $3.4 billion, an increase of
1.3% compared with the first quarter of 2021, primarily driven by our
professional and independent businesses. Comparable store sales increased 0.6%.
•Gross profit margin for the first quarter of 2022 was 44.6% of Net sales, flat
compared with the first quarter of 2021. Gross profit was impacted favorably due
to our ongoing category management initiatives, including strategic pricing and
owned brand expansion. These were offset by LIFO expense, inflationary costs and
unfavorable channel and product mix.
•SG&A expenses for the first quarter of 2022 was 38.6% of Net sales, an increase
of 161 basis points compared with the first quarter of 2021. This unfavorable
impact was primarily driven by inflationary cost increases in store labor, fuel
and delivery and start-up costs from new store openings compared with prior
year, partially offset by a year over year decrease in COVID-19 related expenses
and incentive compensation.

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, margin expansion
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.
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•Continued evolution of our marketing campaigns, which focus on our customers
and how we serve them every day with care and speed and the iconic DieHard®
brand.
•Progress in the implementation of a more efficient end-to-end supply chain
process to deliver our broad assortment and to help lessen the impact of
external constraints.
•Enhancement of Advance Same Day® Curbside Pick Up, Advance Same Day® Home
Delivery and our mobile application and e-commerce performance.
•Actively pursuing new store openings, including through lease acquisition
opportunities as available and appropriate, in existing markets and new markets,
as well as expansion of our independent Carquest network.
•Continued negotiations with vendors on strategic sourcing and pricing to help
mitigate inflationary pressures.

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, and include but are not limited to:



•Inflationary pressures, including logistics and labor
•Global supply chain disruptions
•Fuel costs
•Unemployment rates
•Consumer confidence
•Competition
•Changes in new car sales
•Miles driven
•Economic and geopolitical uncertainty


Stores and Branches



Key factors in selecting sites and market locations in which we operate include
population, demographics, traffic count, vehicle profile, competitive landscape
and the cost of real estate. During the sixteen weeks ended April 23, 2022, 35
stores and branches were opened and nine were closed or consolidated, resulting
in a total of 4,998 stores and branches compared with a total of 4,972 stores
and branches as of January 1, 2022.


Results of Operations

                                                               Sixteen Weeks Ended                                      $ Favorable/
($ in millions)                              April 23, 2022                           April 24, 2021                    (Unfavorable)           Basis Points
Net sales                          $      3,374.2            100.0  %       $      3,330.4            100.0  %       $           43.8                 -
Cost of sales                             1,867.7             55.4                 1,845.4             55.4                     (22.3)               (6)
Gross profit                              1,506.5             44.6                 1,484.9             44.6                      21.5                 6
SG&A                                      1,303.3             38.6                 1,232.8             37.0                     (70.5)             (161)
Operating income                            203.3              6.0                   252.1              7.6                     (49.0)             (155)
Interest expense                            (12.9)            (0.4)                  (11.2)            (0.3)                     (1.7)               (5)
Loss on early redemptions of
senior unsecured notes                       (7.4)            (0.2)                    0.0                -                      (7.4)              (22)
Other income, net                             0.1              0.0                     4.8              0.1                      (4.7)              (14)
Provision for income taxes                   43.3              1.3                    59.8              1.8                      16.5                51
Net income                         $        139.8              4.1  %       $        185.9              5.6  %       $          (46.3)             (145)


Note: Table amounts may not foot due to rounding.


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Net Sales

Net sales for the sixteen weeks ended April 23, 2022 increased 1.3% compared
with the same period in 2021, primarily driven by growth in our professional and
independent businesses. Comparable store sales increased 0.6% for the sixteen
weeks ended April 23, 2022 compared with the sixteen weeks ended April 24, 2021.
Category growth was led by motor oil, batteries and brakes.

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.

Gross Profit

Gross profit for the sixteen weeks ended April 23, 2022 was $1.5 billion, or
44.6% of Net sales, and was flat compared with the sixteen weeks ended April 24,
2021. During the sixteen weeks ended April 23, 2022, improvements in strategic
pricing and owned brand expansion were offset by LIFO expense, inflationary
costs and unfavorable channel and product mix.

As a result of changes in our LIFO reserve, an expense of $81.5 million and $3.1
million were included in the sixteen weeks ended April 23, 2022 and April 24,
2021.

Selling, General and Administrative Expenses



SG&A expenses for the sixteen weeks ended April 23, 2022 were $1.3 billion, or
38.6% of Net sales, compared with $1.2 billion, or 37.0% of Net sales, for the
sixteen weeks ended April 24, 2021. This increase in SG&A as a percentage of Net
sales was primarily driven by increased inflationary pressures in store labor as
well as higher fuel and delivery expenses associated with the recovery of the
professional business. Additionally, we incurred higher start-up costs from new
store openings when compared with the prior year. These costs were partially
offset by a year over year decrease in COVID-19 related expenses and incentive
compensation.

Loss on Early Redemptions of Senior Unsecured Notes



During the sixteen weeks ended April 23, 2022, we incurred charges related to a
make-whole provision and debt issuance costs of $7.0 million and $0.4 million in
connection with the early redemption of our senior unsecured notes due 2023.

Provision for Income Taxes



Our Provision for income taxes for the sixteen weeks ended April 23, 2022 was
$43.3 million, compared with $59.8 million for the sixteen weeks ended April 24,
2021. Our effective tax rate was 23.7% and 24.3% for the sixteen weeks ended
April 23, 2022 and April 24, 2021. The decrease in tax expense resulted from
lower Income before provision for income taxes compared with prior year, as well
as a benefit relating to the vesting of share-based awards.
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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) LIFO impacts; (2) transformation expenses under our strategic
business plan; (3) non-cash amortization related to the acquired GPI intangible
assets; and (4) 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.

LIFO Impacts - To assist in comparing our current operating results with the
operational performance of other companies in our industry, the impact of LIFO
on our results of operations is a reconciling item to arrive at non-GAAP
financial 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
include, but are not 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 voluntary retirement program and
continued optimization of our organization.

•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 lease agreements, which we expect to be
subject to amortization through 2025.
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We have included a reconciliation of this information to the most comparable
GAAP measures in the following table:

                                                            Sixteen Weeks 

Ended


(in thousands, except per share data)               April 23, 2022       April 24, 2021
Net income (GAAP)                                  $       139,791      $       185,930
Cost of sales adjustments:
LIFO impacts                                                81,475                3,147
Transformation expenses:
Other significant costs                                         56                2,303
SG&A adjustments:
GPI amortization of acquired intangible assets               8,439          

8,547


Transformation expenses:
Restructuring costs                                          1,491          

20,742


Third-party professional services                            6,924                8,034
Other significant costs                                      1,979                3,883
Other income adjustment (1)                                  7,408                  (36)
Provision for income taxes on adjustments (2)              (26,943)         

(11,655)


Adjusted net income (Non-GAAP)                     $       220,620      $   

220,895



Diluted earnings per share (GAAP)                  $          2.26      $          2.81
Adjustments, net of tax                                       1.31                 0.53
Adjusted EPS (Non-GAAP)                            $          3.57      $          3.34



(1)During the sixteen weeks ended April 23, 2022, we incurred charges related to
a make-whole provision and debt issuance costs of $7.0 million and $0.4 million,
in connection with the early redemption of our 2023 Notes.
(2)The income tax impact of non-GAAP adjustments is calculated using the
estimated tax rate in effect for the respective non-GAAP adjustments.

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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, including payment of
interest on our long-term debt. 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, in consideration of ongoing
uncertainties related to COVID-19 and general macroeconomic conditions, 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 results of operations, available
cash and cash equivalents and available borrowings under our credit facility
will be sufficient to fund our obligations for the long term.

During the sixteen weeks ended April 24, 2022, we issued our 3.50% senior
unsecured notes due 2032 (the "2032 Notes"). Refer to   Note 6.     Long-term
Debt and Fair Value of Financial Instruments   of the Notes to the Condensed
Consolidated Financial Statements included herein for further details. Proceeds
from our 2032 Notes were utilized to fund the early redemption of our 2023 Notes
and supplement operational and capital expenditures.

Share Repurchase Program



On February 8, 2022, our Board of Directors authorized an additional $1 billion
towards the existing share repurchase program. This authorization is incremental
to the $1.7 billion that was previously authorized by our Board of Directors.
Our share repurchase program permits the repurchase of our common stock on the
open market and in privately negotiated transactions from time to time.

During the sixteen weeks ended April 23, 2022, we repurchased 1.1 million shares
of our common stock at an aggregate cost of $248.2 million, or an average price
of $231.41 per share, in connection with our share repurchase program. During
the sixteen weeks ended April 24, 2021, we repurchased 1.1 million shares of our
common stock at an aggregate cost of $170.4 million, or an average price of
$157.84 per share, in connection with our share repurchase program. We had $1.3
billion remaining under our share repurchase program as of April 23, 2022.

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