Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements: Certain 100% wholly-owned domestic subsidiaries of Advance, including its Material Subsidiaries (as defined in the 2013 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 Non-Guarantor Subsidiaries do not qualify as minor as defined by SEC regulations. Accordingly, the Company presents below the condensed consolidating financial information for the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Investments in subsidiaries of the Company are required to be presented under the equity method, even though all such subsidiaries meet the requirements to be consolidated under GAAP. 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. The following tables present condensed consolidating balance sheets as of October 10, 2015 and January 3, 2015 and condensed consolidating statements of operations, comprehensive income and cash flows for the twelve and forty weeks ended October 10, 2015 and October 4, 2014 , and should be read in conjunction with the condensed consolidated financial statements herein. Condensed Consolidating Balance Sheets As of October 10, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 9 $ 72,070 $ 33,276 $ (9 ) $ 105,346 Receivables, net — 625,236 39,378 — 664,614 Inventories, net — 3,971,213 170,349 — 4,141,562 Other current assets 2,390 94,710 1,761 (1,998 ) 96,863 Total current assets 2,399 4,763,229 244,764 (2,007 ) 5,008,385 Property and equipment, net of accumulated depreciation 160 1,386,074 9,859 — 1,396,093 Goodwill — 943,319 49,257 — 992,576 Intangible assets, net — 652,404 50,315 — 702,719 Other assets, net 13,483 74,131 802 (6,653 ) 81,763 Investment in subsidiaries 2,473,182 303,741 — (2,776,923 ) — Intercompany note receivable 1,048,102 — — (1,048,102 ) — Due from intercompany, net — — 300,606 (300,606 ) — $ 3,537,326 $ 8,122,898 $ 655,603 $ (4,134,291 ) $ 8,181,536 Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ — $ 595 $ — $ — $ 595 Accounts payable 24 2,878,701 301,450 — 3,180,175 Accrued expenses 2,231 559,577 21,785 (932 ) 582,661 Other current liabilities — 172,523 16,035 (1,075 ) 187,483 Total current liabilities 2,255 3,611,396 339,270 (2,007 ) 3,950,914 Long-term debt 1,048,102 245,000 — — 1,293,102 Other long-term liabilities — 518,505 12,592 (6,653 ) 524,444 Intercompany note payable — 1,048,102 — (1,048,102 ) — Due to intercompany, net 73,893 226,713 — (300,606 ) — Commitments and contingencies Stockholders' equity 2,413,076 2,473,182 303,741 (2,776,923 ) 2,413,076 $ 3,537,326 $ 8,122,898 $ 655,603 $ (4,134,291 ) $ 8,181,536 Condensed Consolidating Balance Sheets As of January 3, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 9 $ 65,345 $ 39,326 $ (9 ) $ 104,671 Receivables, net — 549,151 30,674 — 579,825 Inventories, net — 3,771,816 165,139 — 3,936,955 Other current assets 4,102 113,003 3,383 (899 ) 119,589 Total current assets 4,111 4,499,315 238,522 (908 ) 4,741,040 Property and equipment, net of accumulated depreciation 2 1,421,325 10,703 — 1,432,030 Goodwill — 940,817 54,609 — 995,426 Intangible assets, net — 689,745 58,380 — 748,125 Other assets, net 12,963 37,377 683 (5,286 ) 45,737 Investment in subsidiaries 2,057,761 280,014 — (2,337,775 ) — Intercompany note receivable 1,047,911 — — (1,047,911 ) — Due from intercompany, net — — 211,908 (211,908 ) — $ 3,122,748 $ 7,868,593 $ 574,805 $ (3,603,788 ) $ 7,962,358 Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ — $ 582 $ — $ — $ 582 Accounts payable — 2,845,043 250,322 — 3,095,365 Accrued expenses 4,884 498,505 17,284 — 520,673 Other current liabilities — 115,497 11,857 (908 ) 126,446 Total current liabilities 4,884 3,459,627 279,463 (908 ) 3,743,066 Long-term debt 1,047,911 588,400 — — 1,636,311 Other long-term liabilities — 570,027 15,328 (5,286 ) 580,069 Intercompany note payable — 1,047,911 — (1,047,911 ) — Due to intercompany, net 67,041 144,867 — (211,908 ) — Commitments and contingencies Stockholders' equity 2,002,912 2,057,761 280,014 (2,337,775 ) 2,002,912 $ 3,122,748 $ 7,868,593 $ 574,805 $ (3,603,788 ) $ 7,962,358 Condensed Consolidating Statements of Operations For the Twelve weeks ended October 10, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 2,223,582 $ 132,404 $ (60,783 ) $ 2,295,203 Cost of sales, including purchasing and warehousing costs — 1,226,663 96,936 (60,783 ) 1,262,816 Gross profit — 996,919 35,468 — 1,032,387 Selling, general and administrative expenses 4,269 814,492 21,017 (12,916 ) 826,862 Operating (loss) income (4,269 ) 182,427 14,451 12,916 205,525 Other, net: Interest expense (11,929 ) (2,478 ) 23 — (14,384 ) Other income (expense), net 16,243 (3,843 ) 1,792 (12,916 ) 1,276 Total other, net 4,314 (6,321 ) 1,815 (12,916 ) (13,108 ) Income before provision for income taxes 45 176,106 16,266 — 192,417 Provision for income taxes 110 68,435 3,403 — 71,948 (Loss) Income before equity in earnings of subsidiaries (65 ) 107,671 12,863 — 120,469 Equity in earnings of subsidiaries 120,534 12,863 — (133,397 ) — Net income $ 120,469 $ 120,534 $ 12,863 $ (133,397 ) $ 120,469 Condensed Consolidating Statements of Operations For the Twelve weeks ended October 4, 2014 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 2,210,946 $ 128,949 $ (50,439 ) $ 2,289,456 Cost of sales, including purchasing and warehousing costs — 1,215,938 89,515 (50,439 ) 1,255,014 Gross profit — 995,008 39,434 — 1,034,442 Selling, general and administrative expenses 2,972 809,372 25,522 (12,582 ) 825,284 Operating (loss) income (2,972 ) 185,636 13,912 12,582 209,158 Other, net: Interest expense (11,926 ) (3,974 ) (3 ) — (15,903 ) Other income (expense), net 14,858 (2,412 ) 534 (12,582 ) 398 Total other, net 2,932 (6,386 ) 531 (12,582 ) (15,505 ) (Loss) income before provision for income taxes (40 ) 179,250 14,443 — 193,653 (Benefit) provision for income taxes (35 ) 68,585 2,926 — 71,476 (Loss) Income before equity in earnings of subsidiaries (5 ) 110,665 11,517 — 122,177 Equity in earnings of subsidiaries 122,182 11,517 — (133,699 ) — Net income $ 122,177 $ 122,182 $ 11,517 $ (133,699 ) $ 122,177 Condensed Consolidating Statements of Operations For the Forty weeks ended October 10, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 7,466,695 $ 465,035 $ (228,257 ) $ 7,703,473 Cost of sales, including purchasing and warehousing costs — 4,081,261 336,869 (228,257 ) 4,189,873 Gross profit — 3,385,434 128,166 — 3,513,600 Selling, general and administrative expenses 15,377 2,744,555 72,981 (44,415 ) 2,788,498 Operating (loss) income (15,377 ) 640,879 55,185 44,415 725,102 Other, net: Interest expense (40,280 ) (11,481 ) 162 — (51,599 ) Other income (expense), net 55,886 (11,077 ) (4,834 ) (44,415 ) (4,440 ) Total other, net 15,606 (22,558 ) (4,672 ) (44,415 ) (56,039 ) Income before provision for income taxes 229 618,321 50,513 — 669,063 Provision for income taxes 564 241,885 8,035 — 250,484 (Loss) Income before equity in earnings of subsidiaries (335 ) 376,436 42,478 — 418,579 Equity in earnings of subsidiaries 418,914 42,478 — (461,392 ) — Net income $ 418,579 $ 418,914 $ 42,478 $ (461,392 ) $ 418,579 Condensed Consolidating Statements of Operations For the Forty weeks ended October 4, 2014 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 7,356,764 $ 411,256 $ (161,368 ) $ 7,606,652 Cost of sales, including purchasing and warehousing costs — 4,030,531 287,817 (161,368 ) 4,156,980 Gross profit — 3,326,233 123,439 — 3,449,672 Selling, general and administrative expenses 10,936 2,695,012 80,638 (42,547 ) 2,744,039 Operating (loss) income (10,936 ) 631,221 42,801 42,547 705,633 Other, net: Interest expense (40,023 ) (16,219 ) (164 ) — (56,406 ) Other income (expense), net 51,005 (6,836 ) (413 ) (42,547 ) 1,209 Total other, net 10,982 (23,055 ) (577 ) (42,547 ) (55,197 ) Income before provision for income taxes 46 608,166 42,224 — 650,436 Provision for income taxes 73 232,489 8,483 — 241,045 (Loss) Income before equity in earnings of subsidiaries (27 ) 375,677 33,741 — 409,391 Equity in earnings of subsidiaries 409,418 33,741 — (443,159 ) — Net income $ 409,391 $ 409,418 $ 33,741 $ (443,159 ) $ 409,391 Condensed Consolidating Statements of Comprehensive Income For the Twelve Weeks ended October 10, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income $ 120,469 $ 120,534 $ 12,863 $ (133,397 ) $ 120,469 Other comprehensive income: Changes in net unrecognized other postretirement benefit costs — (134 ) — — (134 ) Currency translation adjustments — — 811 — 811 Equity in other comprehensive income of subsidiaries 677 811 — (1,488 ) — Other comprehensive income 677 677 811 (1,488 ) 677 Comprehensive income $ 121,146 $ 121,211 $ 13,674 $ (134,885 ) $ 121,146 Condensed Consolidating Statements of Comprehensive Income For the Twelve Weeks ended October 4, 2014 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income $ 122,177 $ 122,182 $ 11,517 $ (133,699 ) $ 122,177 Other comprehensive loss: Changes in net unrecognized other postretirement benefit costs — (138 ) — — (138 ) Currency translation adjustments — — (11,454 ) — (11,454 ) Equity in other comprehensive loss of subsidiaries (11,592 ) (11,454 ) — 23,046 — Other comprehensive loss (11,592 ) (11,592 ) (11,454 ) 23,046 (11,592 ) Comprehensive income $ 110,585 $ 110,590 $ 63 $ (110,653 ) $ 110,585 Condensed Consolidating Statements of Comprehensive Income For the Forty Weeks ended October 10, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income $ 418,579 $ 418,914 $ 42,478 $ (461,392 ) $ 418,579 Other comprehensive loss: Changes in net unrecognized other postretirement benefit costs — (446 ) — — (446 ) Currency translation adjustments — — (19,270 ) — (19,270 ) Equity in other comprehensive loss of subsidiaries (19,716 ) (19,270 ) — 38,986 — Other comprehensive loss (19,716 ) (19,716 ) (19,270 ) 38,986 (19,716 ) Comprehensive income $ 398,863 $ 399,198 $ 23,208 $ (422,406 ) $ 398,863 Condensed Consolidating Statements of Comprehensive Income For the Forty Weeks ended October 4, 2014 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income $ 409,391 $ 409,418 $ 33,741 $ (443,159 ) $ 409,391 Other comprehensive loss: Changes in net unrecognized other postretirement benefit costs — (461 ) — — (461 ) Currency translation adjustments — — (8,040 ) — (8,040 ) Equity in other comprehensive loss of subsidiaries (8,501 ) (8,040 ) — 16,541 — Other comprehensive loss (8,501 ) (8,501 ) (8,040 ) 16,541 (8,501 ) Comprehensive income $ 400,890 $ 400,917 $ 25,701 $ (426,618 ) $ 400,890 Condensed Consolidating Statements of Cash Flows For the Forty weeks ended October 10, 2015 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 526,749 $ (6,661 ) $ — $ 520,088 Cash flows from investing activities: Purchases of property and equipment — (159,442 ) (1,790 ) — (161,232 ) Business acquisitions, net of cash acquired — (18,583 ) (310 ) — (18,893 ) Proceeds from sales of property and equipment — 174 4 — 178 Net cash used in investing activities — (177,851 ) (2,096 ) — (179,947 ) Cash flows from financing activities: Increase in bank overdrafts — 18,535 4,920 — 23,455 Borrowings under credit facilities — 509,200 — — 509,200 Payments on credit facilities — (852,600 ) — — (852,600 ) Dividends paid — (17,642 ) — — (17,642 ) Proceeds from the issuance of common stock, primarily for employee stock purchase plan — 3,870 — — 3,870 Tax withholdings related to the exercise of stock appreciation rights — (11,713 ) — — (11,713 ) Excess tax benefit from share-based compensation — 10,291 — — 10,291 Repurchase of common stock — (1,820 ) — — (1,820 ) Other — (294 ) — — (294 ) Net cash (used in) provided by financing activities — (342,173 ) 4,920 — (337,253 ) Effect of exchange rate changes on cash — — (2,213 ) — (2,213 ) Net increase (decrease) in cash and cash equivalents — 6,725 (6,050 ) — 675 Cash and cash equivalents , beginning of period 9 65,345 39,326 (9 ) 104,671 Cash and cash equivalents , end of period $ 9 $ 72,070 $ 33,276 $ (9 ) $ 105,346 Condensed Consolidating Statements of Cash Flows For the Forty weeks ended October 4, 2014 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 521,116 $ 19,178 $ — $ 540,294 Cash flows from investing activities: Purchases of property and equipment — (159,621 ) (1,921 ) — (161,542 ) Business acquisitions, net of cash acquired — (2,059,986 ) (830 ) — (2,060,816 ) Proceeds from sales of property and equipment — 692 18 — 710 Net cash used in investing activities — (2,218,915 ) (2,733 ) — (2,221,648 ) Cash flows from financing activities: — Increase in bank overdrafts — 3,375 — (9 ) 3,366 Borrowings under credit facilities — 1,940,700 — — 1,940,700 Payments on credit facilities — (1,258,400 ) — — (1,258,400 ) Dividends paid — (17,561 ) — — (17,561 ) Proceeds from the issuance of common stock, primarily for employee stock purchase plan — 5,506 — — 5,506 Tax withholdings related to the exercise of stock appreciation rights — (4,730 ) — — (4,730 ) Excess tax benefit from share-based compensation — 5,698 — — 5,698 Repurchase of common stock — (839 ) — — (839 ) Contingent consideration related to previous business acquisition — (10,047 ) — — (10,047 ) Other — (801 ) — — (801 ) Net cash provided by financing activities — 662,901 — (9 ) 662,892 Effect of exchange rate changes on cash — — (4,345 ) — (4,345 ) Net (decrease) increase in cash and cash equivalents — (1,034,898 ) 12,100 (9 ) (1,022,807 ) Cash and cash equivalents , beginning of period 9 1,106,766 5,696 — 1,112,471 Cash and cash equivalents , end of period $ 9 $ 71,868 $ 17,796 $ (9 ) $ 89,664 |