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 8, 2016 and January 2, 2016 , condensed consolidating statements of operations and comprehensive income for the twelve and forty weeks ended October 8, 2016 and October 10, 2015 , and condensed consolidating statements of cash flows for the forty weeks ended October 8, 2016 and October 10, 2015 and should be read in conjunction with the condensed consolidated financial statements herein. Condensed Consolidating Balance Sheets As of October 8, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 22 $ 82,857 $ 36,637 $ (22 ) $ 119,494 Receivables, net — 653,750 33,197 — 686,947 Inventories, net — 4,162,779 194,234 — 4,357,013 Other current assets — 97,366 1,447 (141 ) 98,672 Total current assets 22 4,996,752 265,515 (163 ) 5,262,126 Property and equipment, net of accumulated depreciation 134 1,432,328 9,711 — 1,442,173 Goodwill — 943,359 48,033 — 991,392 Intangible assets, net — 605,961 46,400 — 652,361 Other assets, net 7,429 65,941 652 (7,429 ) 66,593 Investment in subsidiaries 2,941,307 355,513 — (3,296,820 ) — Intercompany note receivable 1,048,362 — — (1,048,362 ) — Due from intercompany, net — — 325,159 (325,159 ) — $ 3,997,254 $ 8,399,854 $ 695,470 $ (4,677,933 ) $ 8,414,645 Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ — $ 372 $ — $ — $ 372 Accounts payable 335 2,903,985 292,755 — 3,197,075 Accrued expenses 2,859 563,876 23,731 (141 ) 590,325 Other current liabilities — 47,296 2,305 (22 ) 49,579 Total current liabilities 3,194 3,515,529 318,791 (163 ) 3,837,351 Long-term debt 1,042,633 — — — 1,042,633 Deferred income taxes — 443,796 18,981 (7,429 ) 455,348 Other long-term liabilities — 221,407 2,185 — 223,592 Intercompany note payable — 1,048,362 — (1,048,362 ) — Due to intercompany, net 95,706 229,453 — (325,159 ) — Commitments and contingencies Stockholders' equity 2,855,721 2,941,307 355,513 (3,296,820 ) 2,855,721 $ 3,997,254 $ 8,399,854 $ 695,470 $ (4,677,933 ) $ 8,414,645 Condensed Consolidating Balance Sheets As of January 2, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 8 $ 63,458 $ 27,324 $ (8 ) $ 90,782 Receivables, net — 568,106 29,682 — 597,788 Inventories, net — 4,009,335 165,433 — 4,174,768 Other current assets 178 78,904 1,376 (3,050 ) 77,408 Total current assets 186 4,719,803 223,815 (3,058 ) 4,940,746 Property and equipment, net of accumulated depreciation 154 1,425,319 9,104 — 1,434,577 Goodwill — 943,319 46,165 — 989,484 Intangible assets, net — 640,583 46,542 — 687,125 Other assets, net 9,500 75,025 745 (9,501 ) 75,769 Investment in subsidiaries 2,523,076 302,495 — (2,825,571 ) — Intercompany note receivable 1,048,161 — — (1,048,161 ) — Due from intercompany, net — — 325,077 (325,077 ) — $ 3,581,077 $ 8,106,544 $ 651,448 $ (4,211,368 ) $ 8,127,701 Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ — $ 598 $ — $ — $ 598 Accounts payable 103 2,903,287 300,532 — 3,203,922 Accrued expenses 2,378 529,076 24,759 (3,050 ) 553,163 Other current liabilities — 36,270 3,532 (8 ) 39,794 Total current liabilities 2,481 3,469,231 328,823 (3,058 ) 3,797,477 Long-term debt 1,041,584 164,713 — — 1,206,297 Deferred income taxes — 425,094 18,332 (9,501 ) 433,925 Other long-term liabilities — 227,556 1,798 — 229,354 Intercompany note payable — 1,048,161 — (1,048,161 ) — Due to intercompany, net 76,364 248,713 — (325,077 ) — Commitments and contingencies Stockholders' equity 2,460,648 2,523,076 302,495 (2,825,571 ) 2,460,648 $ 3,581,077 $ 8,106,544 $ 651,448 $ (4,211,368 ) $ 8,127,701 Condensed Consolidating Statements of Operations For the Twelve weeks ended October 8, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 2,174,483 $ 112,072 $ (37,700 ) $ 2,248,855 Cost of sales, including purchasing and warehousing costs — 1,219,636 78,714 (37,700 ) 1,260,650 Gross profit — 954,847 33,358 — 988,205 Selling, general and administrative expenses 6,665 778,643 20,807 (11,678 ) 794,437 Operating (loss) income (6,665 ) 176,204 12,551 11,678 193,768 Other, net: Interest (expense) income (11,932 ) (1,669 ) 20 — (13,581 ) Other income (expense), net 18,809 (4,791 ) (4,689 ) (11,678 ) (2,349 ) Total other, net 6,877 (6,460 ) (4,669 ) (11,678 ) (15,930 ) Income before provision for income taxes 212 169,744 7,882 — 177,838 Provision for income taxes 361 62,252 1,381 — 63,994 (Loss) income before equity in earnings of subsidiaries (149 ) 107,492 6,501 — 113,844 Equity in earnings of subsidiaries 113,993 6,501 — (120,494 ) — Net income $ 113,844 $ 113,993 $ 6,501 $ (120,494 ) $ 113,844 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) income (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 Forty weeks ended October 8, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 7,240,681 $ 432,170 $ (188,063 ) $ 7,484,788 Cost of sales, including purchasing and warehousing costs — 4,023,979 300,521 (188,063 ) 4,136,437 Gross profit — 3,216,702 131,649 — 3,348,351 Selling, general and administrative expenses 17,965 2,620,217 72,028 (43,310 ) 2,666,900 Operating (loss) income (17,965 ) 596,485 59,621 43,310 681,451 Other, net: Interest (expense) income (40,148 ) (6,457 ) 60 — (46,545 ) Other income (expense), net 58,524 (6,315 ) (1,881 ) (43,310 ) 7,018 Total other, net 18,376 (12,772 ) (1,821 ) (43,310 ) (39,527 ) Income before provision for income taxes 411 583,713 57,800 — 641,924 Provision for income taxes 1,008 231,664 11,995 — 244,667 (Loss) income before equity in earnings of subsidiaries (597 ) 352,049 45,805 — 397,257 Equity in earnings of subsidiaries 397,854 45,805 — (443,659 ) — Net income $ 397,257 $ 397,854 $ 45,805 $ (443,659 ) $ 397,257 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) income (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 Comprehensive Income For the Twelve Weeks ended October 8, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income $ 113,844 $ 113,993 $ 6,501 $ (120,494 ) $ 113,844 Other comprehensive loss: Changes in net unrecognized other postretirement benefit costs — (136 ) — — (136 ) Currency translation adjustments — — (4,939 ) — (4,939 ) Equity in other comprehensive loss of subsidiaries (5,075 ) (4,939 ) — 10,014 — Other comprehensive loss (5,075 ) (5,075 ) (4,939 ) 10,014 (5,075 ) Comprehensive income $ 108,769 $ 108,918 $ 1,562 $ (110,480 ) $ 108,769 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 Forty Weeks ended October 8, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income $ 397,257 $ 397,854 $ 45,805 $ (443,659 ) $ 397,257 Other comprehensive income: Changes in net unrecognized other postretirement benefit costs — (455 ) — — (455 ) Currency translation adjustments — — 7,018 — 7,018 Equity in other comprehensive income of subsidiaries 6,563 7,018 — (13,581 ) — Other comprehensive income 6,563 6,563 7,018 (13,581 ) 6,563 Comprehensive income $ 403,820 $ 404,417 $ 52,823 $ (457,240 ) $ 403,820 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 Cash Flows For the Forty weeks ended October 8, 2016 Advance Auto Parts, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 14 $ 398,034 $ 11,369 $ — $ 409,417 Cash flows from investing activities: Purchases of property and equipment — (202,382 ) (1,831 ) — (204,213 ) Business acquisitions, net of cash acquired — (2,672 ) — — (2,672 ) Proceeds from sales of property and equipment — 1,481 2 — 1,483 Net cash used in investing activities — (203,573 ) (1,829 ) — (205,402 ) Cash flows from financing activities: Increase (decrease) in bank overdrafts — 10,006 (1,227 ) (14 ) 8,765 Borrowings under credit facilities — 686,100 — — 686,100 Payments on credit facilities — (846,100 ) — — (846,100 ) Dividends paid — (17,734 ) — — (17,734 ) Proceeds from the issuance of common stock, primarily for employee stock purchase plan — 3,438 — — 3,438 Tax withholdings related to the exercise of stock appreciation rights — (15,764 ) — — (15,764 ) Excess tax benefit from share-based compensation — 17,615 — — 17,615 Repurchase of common stock — (12,300 ) — — (12,300 ) Other — (323 ) — — (323 ) Net cash used in financing activities — (175,062 ) (1,227 ) (14 ) (176,303 ) Effect of exchange rate changes on cash — — 1,000 — 1,000 Net increase in cash and cash equivalents 14 19,399 9,313 (14 ) 28,712 Cash and cash equivalents , beginning of period 8 63,458 27,324 (8 ) 90,782 Cash and cash equivalents , end of period $ 22 $ 82,857 $ 36,637 $ (22 ) $ 119,494 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 |