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 2, 2021 (filed with the SEC on February 22, 2021), which we refer
to as our 2020 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 ongoing COVID-19 pandemic, we have continued prioritizing protecting
the health and safety of our team members and customers; driving financial
performance by preserving our cash position, scrutinizing planned spending and
prioritizing various initiatives; and ensuring that our team will emerge even
stronger following the completion of the pandemic. We have continued to take
additional measures to help ensure the health and safety of our team members and
customers, including the continuation of 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 the first half 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 remainder of 2020 progressed, we experienced a significant
improvement in demand, particularly in our DIY omnichannel business. This has
continued in the twenty-eight weeks ended July 17, 2021, driven by external
factors such as multiple rounds of government stimulus, consumers' increased use
of personal vehicles and other factors that may have contributed to an increase
in DIY automotive projects. In the second quarter of 2021, we began to see
improvement in our professional business as well, partially driven by the macro
economic factors mentioned prior and the continued reopening of businesses
throughout the U.S. In addition, 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, as
well as improved store execution, all 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 twenty-eight weeks ended
July 17, 2021, 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 5.9% in the second quarter of 2021 compared with the same
period in the prior year, primarily driven by an increase in comparable store
sales resulting from growth in our professional business. We experienced
positive comparable store sales in every region, with the West, Northeast and
Florida regions having the strongest growth.

We generated diluted earnings per share ("diluted EPS") of $2.74 during our
second quarter of 2021 compared with $2.74 for the comparable period of 2020.
When adjusted for the following non-operational items, our adjusted diluted
earnings per share ("Adjusted EPS") for the twelve weeks ended July 17, 2021 and
July 11, 2020 were $3.40 and $2.95.

                                                     Twelve Weeks Ended                           Twenty-Eight Weeks Ended
                                            July 17, 2021            July 

11, 2020 July 17, 2021 July 11, 2020 Transformation expenses

$      0.13               $         0.11          $       0.53          $         0.30
General Parts International, Inc.
("GPI") amortization of acquired
intangible assets                        $      0.08               $         0.07          $       0.17          $         0.16
LIFO impacts                             $      0.45               $         0.03          $       0.48          $         0.12


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


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Summary of Second Quarter Financial Results

A high-level summary of our financial results for the second quarter of 2021 includes:



•Net sales during the second quarter of 2021 were $2.6 billion, an increase of
5.9% compared with the second quarter of 2020, primarily driven by an increase
in comparable store sales of 5.8%, led by a strong recovery in our professional
business.
•Gross profit margin for the second quarter of 2021 was 44.9% of Net sales, an
increase of 104 basis points compared with the second quarter of 2020. This
increase was primarily due to improvements in category management initiatives,
including strategic sourcing, strategic pricing and owned brand expansion,
partially offset by increased LIFO related expenses, inflationary costs within
supply chain and unfavorable channel mix.
•SG&A expenses for the second quarter of 2021 were 35.6% of Net sales, an
increase of 231 basis points compared with the second quarter of 2020. This
unfavorable impact was primarily driven by higher incentive compensation within
our professional business, wage inflation within store labor, higher delivery
costs associated with professional delivery and normalized hours of operation
compared to the prior year. These costs were partially offset by a year over
year decrease in COVID-19 related expenses.

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 evolution 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 implementation of a more efficient end-to-end supply chain to
deliver our broad assortment.
•Ongoing 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 in 2021, including through lease
acquisition opportunities as available and appropriate, in existing markets and
new markets, as well as expansion of our independent Carquest network.

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. Refer to our 2020 Form 10-K, as updated
by our subsequent filings with the SEC, 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 twenty-eight weeks
ended July 17, 2021, 18 stores and branches were opened and 31 were closed or
consolidated, resulting in a total of 4,963 stores and branches as of July 17,
2021, compared with a total of 4,976 stores and branches as of January 2, 2021.

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Results of Operations
                                                                  Twelve Weeks Ended
           ($ in millions)                      July 17, 2021                            July 11, 2020                    $ Favorable/(Unfavorable)          Basis Points
Net sales                             $     2,649.4             100.0  %       $     2,501.4             100.0  %       $                    148.0                  -
Cost of sales                               1,460.2              55.1                1,404.7              56.2                               (55.5)              (104)
Gross profit                                1,189.3              44.9                1,096.7              43.8                                92.6                104
SG&A                                          944.3              35.6                  833.9              33.3                              (110.4)              (231)
Operating income                              244.9               9.2                  262.8              10.5                               (17.9)              (126)
Interest expense                               (8.3)             (0.3)                 (13.4)             (0.5)                                5.1                 22

Other income, net                               1.1               0.0                    3.1               0.1                                (2.0)                (8)
Provision for income taxes                     59.1               2.2                   62.6               2.5                                 3.5                 27
Net income                            $       178.7               6.7  %       $       190.0               7.6  %       $                    (11.3)               (85)



                                                            Twenty-Eight Weeks Ended
         ($ in millions)                     July 17, 2021                             July 11, 2020                    $ Favorable/(Unfavorable)          Basis Points
Net sales                         $    5,979.8                100.0  %       $     5,199.3             100.0  %       $                    780.5                  -
Cost of sales                          3,305.6                 55.3                2,929.8              56.4                              (375.8)              (107)
Gross profit                           2,674.2                 44.7                2,269.4              43.6                               404.8                107
SG&A                                   2,177.1                 36.4                1,928.2              37.1                              (248.9)                68
Operating income                         497.1                  8.3                  341.3               6.6                               155.8                175
Interest expense                         (19.5)                (0.3)                 (25.7)             (0.5)                                6.2                 17

Other income (expense), net                6.0                  0.1                   (2.9)             (0.1)                                8.9        

16


Provision for income taxes               118.9                  2.0                   79.2               1.5                               (39.7)               (47)
Net income                        $      364.6                  6.1  %       $       233.5               4.5  %       $                    131.1                161

Note: Table amounts may not foot due to rounding.

Net Sales



Net sales for the twelve weeks ended July 17, 2021 increased 5.9% compared with
the same period of 2020, primarily driven by an increase in comparable store
sales resulting from strong recovery in our Professional business. We
experienced positive comparable store sales in every region, with the West,
Northeast and Florida regions having the strongest growth. The Midwest, Central
and Southeast regions had the lowest comparable store sales growth.

For the twenty-eight weeks ended July 17, 2021, Net sales increased 15.0%
compared with the same period of 2020, primarily driven by a 15.6% increase in
comparable store sales resulting from an increase in demand in our DIY business
and a strong recovery of our professional business compared with prior year,
which was significantly impacted by the COVID-19 pandemic.

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.

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Gross Profit

Gross profit for the twelve weeks ended July 17, 2021 was $1,189.3 million, or
44.9% of Net sales, compared with $1,096.7 million, or 43.8% of Net sales, for
the twelve weeks ended July 11, 2020. This increase in Gross profit as a
percentage of Net sales was primarily due to improvements in category management
initiatives, including strategic sourcing, strategic pricing and owned brand
expansion, partially offset by increased LIFO related expenses, inflationary
costs within supply chain and unfavorable channel mix.

Gross profit for the twenty-eight weeks ended July 17, 2021 was $2,674.2
million, or 44.7% of Net sales, compared with $2,269.4 million, or 43.6% of Net
sales for the twenty-eight weeks ended July 11, 2020. This increase in Gross
profit as a percentage of Net sales was primarily due to improvements in net
pricing, increases in vendor related funding and favorable channel mix,
partially offset by increased LIFO related expenses.

As a result of changes in our LIFO reserve, an expense of $39.0 million and $3.1
million were included in the twelve weeks ended July 17, 2021 and July 11, 2020.
An expense of $42.2 million and $11.9 million were included in the twenty-eight
weeks ended July 17, 2021 and July 11, 2020.

Selling, general and administrative expenses



SG&A expenses for the twelve weeks ended July 17, 2021 were $944.3 million, or
35.6% of Net sales, compared with $833.9 million, or 33.3% of Net sales, for the
twelve weeks ended July 11, 2020. This increase of 231 basis points compared
with the second quarter of 2020 was primarily driven by higher incentive
compensation within our professional business, wage inflation within store
labor, higher delivery costs associated with professional delivery and
normalized hours of operation compared to the prior year. These costs were
partially offset by a year over year decrease in COVID-19 related expenses.

SG&A for the twenty-eight weeks ended July 17, 2021 was $2,177.1 million, or
36.4% of Net sales, compared with $1,928.2 million, or 37.1% of Net sales, for
the twenty-eight weeks ended July 11, 2020. This decrease in SG&A as a
percentage of Net sales was driven by fixed cost leverage, primarily related to
payroll, lower insurance and claims related expenses attributable to our
continued focus on safety and a year over year decrease in COVID-19 related
expenses. The savings were partially offset by an increase in marketing expenses
and third-party service contracts related to our information technology
transformational plans.

Provision for income taxes



Our Provision for income taxes for the twelve weeks ended July 17, 2021 was
$59.1 million, compared with $62.6 million for the twelve weeks ended July 11,
2020. Our effective tax rate was 24.8% for the twelve weeks ended July 17, 2021
and July 11, 2020.

Our Provision for income taxes for the twenty-eight weeks ended July 17, 2021
was $118.9 million, compared with $79.2 million for the twenty-eight weeks ended
July 11, 2020. Our effective tax rate was 24.6% and 25.3% for the twenty-eight
weeks ended July 17, 2021 and July 11, 2020.

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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 - Beginning the first quarter of 2021, 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:
                                                  Twelve Weeks Ended                             Twenty-Eight Weeks Ended
(in thousands, except per share data)    July 17, 2021           July 11, 2020             July 17, 2021             July 11, 2020
Net income (GAAP)                      $      178,696          $      189,960          $     364,626               $      233,548
Cost of sales adjustments:
Transformation expenses:
Other significant costs                           165                     295                  2,468                        1,548
LIFO impacts (1)                               39,042                   3,111                 42,189                       11,948
SG&A adjustments:
GPI amortization of acquired
intangible assets                               6,358                   6,319                 14,905                       14,762
Transformation expenses:
Restructuring costs                             3,961                   5,577                 24,703                        9,641
Third-party professional services               5,537                   1,281                 13,571                        4,264
Other significant costs                         2,032                   2,962                  5,914                       12,122
Other income adjustment                             -                       -                    (36)                           -
Provision for income taxes on
adjustments (2)                               (14,274)                 (4,886)               (25,928)                     (13,571)

Adjusted net income (Non-GAAP) $ 221,517 $ 204,619 $ 442,412

$      274,262

Diluted earnings per share (GAAP)      $         2.74          $         2.74          $        5.55               $         3.37
Adjustments, net of tax                          0.66                    0.21                   1.18                         0.58
Adjusted EPS (Non-GAAP)                $         3.40          $         2.95          $        6.73               $         3.95


(1)The twelve and twenty-eight weeks ended July 11, 2020 non-GAAP expenses have been adjusted to be comparable with our 2021 presentation. (2)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, 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 April 19, 2021, our Board of Directors authorized an additional $1.0 billion
to our current share repurchase program. This authorization was incremental to
the $700.0 million that was authorized previously by our Board of Directors in
November 2019.

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During the twelve weeks ended July 17, 2021, we repurchased 2.0 million shares
of our common stock at an aggregate cost of $393.0 million, or an average price
of $197.52 per share, in connection with our share repurchase program. During
the twelve weeks ended July 11, 2020, we purchased no shares of our common stock
under the share repurchase program. During the twenty-eight weeks ended July 17,
2021 and July 11, 2020, we repurchased 3.1 million and 0.2 million shares of our
common stock under our share repurchase program. The shares repurchased in
connection with our share repurchase program during the twenty-eight weeks ended
July 17, 2021 and July 11, 2020 were at an aggregate cost of $563.4 million and
$29.0 million, or an average price of $183.57 and $128.36 per share. We had
$868.8 million remaining under our share repurchase program as of July 17, 2021.

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