The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements that appear elsewhere in this report. Our first quarter consists of 16 weeks divided into four equal periods. Our remaining three quarters consist of 12 weeks with each quarter divided into three equal periods. Fiscal 2008 was an exception to this rule with the fourth quarter containing 13 weeks due to our 53-week fiscal year.

Certain statements in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are usually identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "likely," "may," "plan," "position," "possible," "potential," "probable," "project," "projection," "should," "strategy," "will," or similar expressions. We intend for any forward-looking statements to be covered by, and we claim the protection under, the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based upon assessments and assumptions of management in light of historical results and trends, current conditions and potential future developments that often involve judgment, estimates, assumptions and projections. Forward-looking statements reflect current views about our plans, strategies and prospects, which are based on information currently available.

Although we believe that our plans, intentions and expectations as reflected in or suggested by any forward-looking statements are reasonable, we do not guarantee or give assurance that such plans, intentions or expectations will be achieved. Actual results may differ materially from our anticipated results described or implied in our forward-looking statements, and such differences may be due to a variety of factors. Our business could also be affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.

Listed below and discussed in our Annual Report on Form 10-K for the year ended January 3, 2009 (filed with the SEC on March 4, 2009), or 2008 Form 10-K, are some important risks, uncertainties and contingencies which could cause our actual results, performance or achievements to be materially different from any forward-looking statements made or implied in this report. These include, but are not limited to, the following:

? a decrease in demand for our products; ? deterioration in general economic conditions, including unemployment, inflation, consumer debt levels, energy costs and unavailability of credit leading to reduced consumer spending on discretionary items; ? our ability to develop and implement business strategies and achieve desired goals;
? our ability to expand our business, including locating available and suitable real estate for new store locations and the integration of any acquired businesses;
? competitive pricing and other competitive pressures; ? our overall credit rating, which impacts our debt interest rate and our ability to borrow additional funds to finance our operations; ? deteriorating and uncertain credit markets could negatively impact our merchandise vendors, as well as our ability to secure additional capital at favorable (or at least feasible) terms in the future; ? bankruptcies of auto manufacturers, which will likely have an impact on the operations and cash flows of our auto parts suppliers; ? our relationships with our vendors; ? our ability to attract and retain qualified Team Members; ? the occurrence of natural disasters and/or extended periods of unfavorable weather;
? our ability to obtain affordable insurance against the financial impacts of natural disasters and other losses;

? high fuel costs, which impacts our cost to operate and the consumer's ability to shop in our stores;
? regulatory and legal risks, such as environmental or OSHA risks, including being named as a defendant in administrative investigations or litigation, and the incurrence of legal fees and costs, the payment of fines or the payment of sums to settle litigation cases or administrative investigations or proceedings;
? adherence to the restrictions and covenants imposed under our revolving and term loan facilities; and
? acts of terrorism.

We assume no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our other reports and documents filed with the Securities and Exchange Commission, or SEC, and you should not place undue reliance on those statements.

Introduction

We primarily operate within the United States automotive aftermarket industry, which includes replacement parts (excluding tires), accessories, maintenance items, batteries and automotive chemicals for cars and light trucks (pickup trucks, vans, minivans and sport utility vehicles). We currently are the second largest specialty retailer of automotive parts, accessories and maintenance items to "do-it-yourself," or DIY, and Commercial customers in the United States, based on store count and sales. At April 25, 2009, we operated a total of 3,405 stores.

We operate in two reportable segments: Advance Auto Parts, or AAP, and Autopart International, Inc., or AI. The AAP segment is comprised of our store operations within the United States, Puerto Rico and the Virgin Islands which operate under the trade names "Advance Auto Parts," "Advance Discount Auto Parts" and "Western Auto." At April 25, 2009, we operated 3,270 stores in the AAP segment, of which 3,242 stores operated under the trade names "Advance Auto Parts" and "Advance Discount Auto Parts" throughout 40 states in the Northeastern, Southeastern and Midwestern regions of the United States. These stores offer automotive replacement parts, accessories and maintenance items. In addition, we operated 28 stores offshore under the "Western Auto" and "Advance Auto Parts" trade names, located in Puerto Rico and the Virgin Islands.

The AI segment consists solely of the operations of AI, which operates as an independent, wholly-owned subsidiary. AI's business primarily serves the Commercial market from its store locations. In addition, its North American Sales Division services warehouse distributors and jobbers throughout North America. At April 25, 2009, we operated 135 stores in the AI segment under the "Autopart International" trade name. For additional information regarding our segments, see Note 15, Segments and Related Information, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Management Overview

During our first quarter of fiscal 2009, we experienced better than expected financial results primarily due to significant top-line sales growth resulting in earnings per diluted share of $0.98 compared to $0.86 during first quarter last year. Our earnings per diluted share of $0.98 included the impact of a $0.04 charge related to expenses associated with our store divestiture plan. We also continued to make strategic investments in our four key turnaround strategies and paid down a significant portion of our bank debt.

Change in Accounting Principle

Effective January 4, 2009, we made a change in accounting principle for freight and other handling costs associated with transferring merchandise from Local Area Warehouses, or LAWs, and Parts Delivered Quickly warehouses, or PDQs, to our retail stores from recording such costs as selling, general and administrative expenses, or SG&A, to recording such costs in cost of sales. This change, which had no impact to operating income or cash flows, more accurately reflects the nature of the expense.

We have retrospectively adjusted all comparable periods related to cost of sales and SG&A. The net adjustment increasing cost of sales and decreasing SG&A for the quarter ended April 25, 2009 and April 19, 2008

was $18.8 million and $18.6 million, respectively. As a result of the adjustment, gross profit, as percentage of sales, decreased from 49.9% to 48.8% and from 48.7% to 47.5% for the quarters ended April 25, 2009 and April 19, 2008, respectively. In addition, SG&A, as a percentage of sales, decreased from 40.6% to 39.5% and from 39.3% to 38.0% for the quarters ended April 25, 2009 and April 19, 2008, respectively. For additional information regarding this change, see Note 2, Change in Accounting Principle, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

First Quarter Highlights

Highlights from our first quarter fiscal 2009 include:

? Total sales during the first quarter increased 10.3% to $1.68 billion as compared to the first quarter of fiscal 2008, driven by a comparable store sales increase of 8.2% and sales from the net addition of 114 new stores in the past twelve months. Our total comparable sales increase was comprised of an increase in Commercial sales of 17.5% and DIY sales of 4.4%.

? Our gross profit rate increased 133 basis points as compared to the first quarter of fiscal 2008 primarily due to more effective pricing and better store execution.

? Our SG&A rate increased 142 basis points as compared to the first quarter of fiscal 2008 and was driven primarily by higher incentive compensation, store divesture expenses and continued strategic capability investments to improve our gross profit rate and accelerate the Commercial business as well as other benefits we expect to realize over a longer term.

? We generated operating cash flow of $292.7 million during the first quarter, an increase of 37% over the comparable period in fiscal 2008, which was primarily driven by higher earnings and a decrease in working capital. We used available operating cash to pay down $176.5 million of outstanding debt on our revolving credit facility.

? We identified 36 stores to close, four of which closed by April 25, 2009, as part of our store divesture plan announced earlier in the year. For fiscal 2009, we currently expect to divest a total of approximately 40 to 55 stores that are strategically or financially delivering unacceptable results in addition to our normal annual store closings. During the sixteen weeks ended April 25, 2009, we recognized expense of $5.8 million comprised of asset impairments and closed store exit costs in connection with the divestiture plan. Currently, we anticipate recognizing expenses of approximately $0.15 to $0.22 per diluted share for the entire year in connection with the closure of stores under the store divestiture plan. The majority of this expense is related to the estimated remaining lease obligations at the time of the anticipated closures.

Update on Turnaround Strategies

We continue to make significant investments in each of our key turnaround strategies with the ultimate focus on the customer and growth in our business. Although we realize our business is benefiting from the current economic crisis to some degree, we believe we are also experiencing improved results from the investments we have made over the last year. Updates from each of our four turnaround strategies are provided below.

† Commercial Acceleration

We experienced a 17.5% Commercial comparable store sales increase during the first quarter, our fifth consecutive quarter of double-digit growth. We believe our consistent growth in Commercial sales and market share is being driven in part by the investments we have made over the last year and continue to make under our Commercial Acceleration strategy. Specifically, our Commercial business has benefitted from the added parts and key brands, more parts professionals and an increase in delivery trucks and drivers. We continue to build a sales

force with a focus on driving sales, including account managers who can reach commercial opportunities through either acquiring new commercial customers or increasing our share of existing customers' purchases.

††† DIY Transformation

Our first quarter DIY comparable sales increase of 4.4% marks our first positive increase in twelve quarters. Positive comparable sales results were reported throughout a majority of our store chain. It is evident that our industry has realized improved DIY results during the first few months of 2009 from increased customer traffic as consumers are saving money by maintaining their existing vehicles rather than replacing them. We also have industry data that indicate we slightly increased our DIY market share during the first quarter. We believe we can continue to increase DIY sales through parts availability and customer service initiatives focused on converting customer needs to sales.

From a long-term perspective, we are striving to transform our DIY business into a sustainable opportunity regardless of the variability in the economy. We continue to build a capability that is best-in-class at understanding, managing and optimizing the experience of our customers. Through our DIY transformation, we intend to make Advance Auto Parts a distinctive and differentiated brand. Finally, we will utilize actionable insights from customer feedback in achieving this transformation as well as achieving more consistent company-wide execution through utilizing various Team Member initiatives under our Superior Experience strategy.

Our ability to achieve successful results in our Commercial Acceleration and DIY Transformation strategies is also dependent on our Availability Excellence and Superior Experience strategies.

††† Availability Excellence

Our Availability Excellence strategy represents our commitment to enhance the breadth and depth of our parts availability in our stores, and the speed of our parts delivery, to better serve both our Commercial and DIY customers. We believe our Commerical and DIY sales results during the first quarter are partially due to the expanded product availability and custom mix initiatives rolled out over the last year. More recently, we have added two PDQ's and 21 LAW's to provide a wider assortment of parts for our customers.

As disclosed in our Form 10-K for the year ended January 3, 2009, we reviewed our inventory productivity and changed our inventory management approach for slow moving inventory. This change was intended to increase our inventory productivity by reducing the amount of slow moving inventory and utilizing vendor return privileges earlier in the life-cycle of our inventory which will allow us to add faster moving custom mix inventory. During our first quarter, we disposed of approximately $6.5 million of the $37.5 million of inventory identified and reserved in fiscal 2008 and will continue to dispose of the remainder throughout fiscal 2009. We continue to manage our inventory productivity by removing unproductive inventory from our store assortments through utilizing markdown strategies and our vendor return privileges. We expect to more effectively manage the growth in our inventory as compared to our sales growth. As of April 25, 2009, our inventory increased 3.9% over the ending balance from first quarter last year as compared to our sales growth of 10.3% during the first quarter. Excluding the impact of the inventory write-down, our inventory increased 5.8%.

We have also made progress in pricing and merchandising initiatives to improve gross margin. Our gross margin for the first quarter increased 133 basis points over the first quarter of last year. We are currently on track to implement a core merchandising system during the second half of fiscal 2009 and 2010 which we expect to help drive improved product category performance. Finally, we opened our Asia sourcing operation during the first quarter. We expect this direct importing program will provide for gross margin improvement and allow us to more quickly source products that our customers want and need.

††† Superior Experience

Superior Experience is centered around our store operations and providing superior customer service. We have begun to evaluate our customer service through the measurement of Team Member engagement and customer satisfaction. We believe we will gain valuable information from these results which will drive improvement in our results in future quarters. We are also implementing various changes to improve store execution including the use of

peer groups and changes in our incentive programs. We believe these initiatives will result in an improved level of proficiency and consistency in our store operations, better customer service and a higher level of profitability.

Industry

Challenging macroeconomic conditions continue with the unemployment rate at a 25-year high and consumer confidence near an all-time low. However, the automotive aftermarket industry will likely have an opportunity to benefit from the economic downturn because consumers are keeping their vehicles longer, which in turn increases the average age of vehicles and the need to repair and complete routine maintenance on those vehicles. Additionally, reductions in total miles driven over the last six quarters are likely to be short-term with miles driven increasing in the long-term due to the increasing number of vehicles on the road. Recent financial results from automotive aftermarket retailers suggest that the entire industry is benefiting from the economic downturn particularly in the DIY business.

We are pleased with out first quarter results but recognize that we are still in the early stages of implementing our four key turnaround strategies. We are committed to making the necessary investments to help ensure our long-term success.

Consolidated Operating Results and Key Statistics and Metrics

The following table highlights certain consolidated operating results and key
statistics and metrics for the sixteen weeks ended April 25, 2009, fiscal 2008
quarters and fiscal years ended January 3, 2009 and December 29, 2007. We will
use these key statistics and metrics to measure the financial progress of our
turnaround strategies.

                                  Q1 2009      Q4 2008 (1)     Q3 2008       Q2 2008       Q1 2008      FY 2008 (1)     FY 2007
Operating Results:
Total net sales (in 000s)        $1,683,636     $1,192,388    $1,187,952    $1,235,783    $1,526,132     $5,142,255    $4,844,404
Total commercial net sales       $  529,416     $  359,784    $  359,420    $  357,495    $  438,672     $1,515,371    $1,290,602
(in 000s)
Comparable store net sales              8.2%          3.0%        (0.1%)          2.9%           0.6%          1.5%          0.7%
growth (2)
  DIY comparable store net              4.4%        (1.1%)        (4.1%)        (0.8%)         (3.0%)        (2.3%)        (1.1%)
sales growth (2)
  Commercial comparable store          17.5%         13.7%         10.8%         13.5%          10.6%         12.1%          6.2%
net sales growth (2)
Gross profit (3)(4)                    48.8%         44.1%         47.3%         47.4%          47.5%         46.7%         46.6%
SG&A (3)                               39.5%         40.2%         39.3%         37.1%          38.0%         38.6%         38.0%
Operating profit (5)                    9.4%          3.9%          8.1%         10.4%           9.5%          8.1%          8.6%
Diluted earnings per share       $     0.98     $     0.26    $     0.59    $     0.79    $     0.86     $     2.50    $     2.28
(6)

Key Statistics and Metrics:
Number of stores, end of              3,405          3,368         3,352         3,325         3,291          3,368         3,261
period
Total store square footage,          24,918         24,711        24,627        24,431        24,212         24,711        23,982
end of period (in 000s)
Total Team Members, end of           49,265         47,853        47,886        47,050        45,174         47,582        44,141
period
Average net sales per square      $     212      $     211     $     207     $     207     $     207      $     211     $     207
foot (7)(8)
Operating income per Team        $     9.07     $     9.02    $     9.25    $     9.42    $     9.45     $     9.02    $     9.40
Member (in 000s) (7)(9)
SG&A expenses per store (in       $     618      $     599     $     584     $     582     $     580      $     599     $     581
000s) (3)(7)(10)
Gross margin return on           $     3.71     $     3.47    $     3.46    $     3.54    $     3.42     $     3.47    $     3.29
inventory (3)(7)(11)

(1) Our fourth quarter of fiscal year 2008 and fiscal year 2008 included 13 weeks and 53 weeks, respectively.

(2) Comparable store sales is calculated based on the change in net sales starting once a store has been open for 13 complete accounting periods (each period represents four weeks). Relocations are included in comparable store sales from the original date of opening. Four quarter 2008 and fiscal 2008 comparable store sales exclude sales from the 13th week and 53rd week, respectively.

(3) Effective first quarter 2009, the Company implemented a change in accounting principle for costs included in inventory. Accordingly, the Company has retrospectively applied the change in accounting principle to all prior periods presented herein related to cost of sales and SG&A.

(4) Excluding the gross profit impact of the 53rd week of fiscal 2008 of approximately $44.1 million and a $37.5

million non-cash obsolete inventory write-down in the fourth quarter of fiscal 2008, gross profit was 47.0% and 47.3% for the fourth quarter and fiscal year of 2008, respectively.

(5) Excluding the operating income impact of the 53rd week of fiscal 2008 of approximately $15.8 million and a $37.5 million non-cash obsolete inventory write-down in the fourth quarter of fiscal 2008, operating profit was 6.2% and 8.6% for the fourth quarter and fiscal year of 2008, respectively.

(6) Excluding the net income impact of the 53rd week of fiscal 2008 of approximately $9.6 million and a $23.7 million non-cash obsolete inventory write-down in the fourth quarter of fiscal 2008, diluted earnings per share was $0.41 and $2.65 for the fourth quarter and fiscal year of 2008, respectively.

(7) These financial metrics presented for each quarter are calculated on an annual basis and accordingly reflect the last four fiscal quarters completed.

(8) Average net sales per square foot is calculated as net sales divided by the average of the beginning and ending total store square footage for the respective period. Excluding the net sales impact of the 53rd week of fiscal 2008 of approximately $89.0 million, average net sales per square foot in the first quarter of fiscal 2009 and fourth quarter and fiscal year of 2008 were $212 and $208, respectively.

(9) Operating income per Team Member is calculated as operating income divided by an average of beginning and ending number of team members. Operating income per team member in the first quarter of fiscal 2009 was $9.65 excluding the impact of store divestitures for the first quarter of fiscal 2009 of approximately $5.8 million, impact of the 53rd week of fiscal 2008 and inventory write-down in fiscal 2008. Operating income per Team Member for the fourth quarter and fiscal year of 2008 was $9.49 excluding the impact of the 53rd week of fiscal 2008 and inventory write-down in fiscal 2008.

(10) SG&A per store is calculated as total SG&A divided by the average of beginning and ending store count. SG&A expenses per store in first quarter fiscal 2009 were $607 excluding the impact of store divestitures for the first quarter of fiscal 2009 of approximately $5.8 million and impact of the 53rd week of fiscal 2008 of approximately $28.4 million. SG&A expenses per store for the fourth quarter and fiscal year of 2008 were $590 excluding the impact of the 53rd week of fiscal 2008 of approximately $28.4 million.

(11) Gross margin return on inventory is calculated as gross profit divided by an average of beginning and ending inventory, net of accounts payable and financed vendor accounts payable. Excluding the impact of the 53rd week of fiscal 2008 and inventory write-down in the fourth quarter of fiscal 2008, gross margin return on inventory in first quarter fiscal 2009 and fourth quarter and fiscal year of 2008 was $3.60 and $3.37.

Store Development by Segment

AAP Segment

At April 25, 2009, we operated 3,270 AAP stores within the United States, Puerto Rico and the Virgin Islands. We operated 3,242 stores throughout 40 states in the Northeastern, Southeastern and Midwestern regions of the United States. These stores operated under the "Advance Auto Parts" trade name except for certain stores in the state of Florida, which operated under the "Advance Discount Auto Parts" trade name. These stores offer a broad selection of brand name and proprietary automotive replacement parts, accessories and maintenance items for domestic and imported cars and light trucks. In addition, we operated 28 stores under the "Western Auto" and "Advance Auto Parts" trade names, located Offshore.

The following table sets forth information about our AAP stores during the sixteen weeks ended April 25, 2009, including the number of new, closed and relocated stores and stores with Commercial programs that deliver products to our Commercial customers' place of business. We lease approximately 81% of our AAP stores.

                                            Sixteen
                                          Weeks Ended
                                         April 25, 2009
Number of stores, beginning of period              3,243
New stores                                            35
Closed stores                                         (8 )
Number of stores, end of period                    3,270
Relocated stores                                       2
Stores with commercial programs                    2,790

AI Segment

At April 25, 2009, we operated 135 AI stores in the Northeastern region of the United States under the "Autopart International" trade name. These stores offer a broad selection of brand name and proprietary automotive replacement parts, accessories and maintenance items for domestic and imported cars and light trucks, with a greater focus on imported parts. AI primarily serves the commercial market from its retail locations and additionally through a wholesale distribution network.

The following table sets forth information about our AI stores, including the number of new and closed stores, during the sixteen weeks ended April 25, 2009. We lease 100% of our AI stores.

                                            Sixteen
. . .