UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following pro forma consolidated financial data has been prepared by the
management of Advance Auto Parts, Inc. ("Advance Auto Parts") by applying pro
forma adjustments to the historical consolidated financial statements of Advance
Holding Corporation ("Advance Holding") and Discount Auto Parts, Inc.
("Discount") and the related notes thereto. The pro forma adjustments, which are
based upon available information and upon certain assumptions that Advance Auto
Parts' management believes are reasonable, are described in the accompanying
notes. The unaudited pro forma balance sheet as of October 6, 2001 was prepared
as if the merger with Discount and related financing had occurred on such date.
The unaudited pro forma consolidated statements of operations combine the
Advance Holding consolidated statements of operations for the fiscal year ended
December 30, 2000 (comprising fifty-two weeks), for the twelve months ended
October 6, 2001 (comprising fifty-two weeks) and for the nine month period ended
October 6, 2001 (comprising forty weeks) with the Discount unaudited
consolidated income statements for the twelve-month period ended
2000 (comprising fifty-two weeks), for the twelve-month period ended August 28,
2001 (comprising fifty-two weeks) and for the nine month period ended August 28,
2001 (comprising thirty-nine weeks), respectively, to reflect the merger and the
related financing as if such transactions had been consummated and were
effective as of January 2, 2000. Advance Auto Parts' fiscal year ends on the
Saturday closest to December 31 of each year, while Discount's fiscal year ends
on the Tuesday closest to May 31 of each year. Accordingly, for purposes of the
pro forma consolidated statements of operations, comparable annual and nine
month period results for the respective companies have been combined in order to
provide comparable results for the periods presented.
The merger has been accounted for under the purchase method of accounting. The
unaudited pro forma consolidated balance sheet as of October 6, 2001 reflects a
pro forma allocation of purchase price for the merger to the tangible and
intangible assets and liabilities acquired. The final allocation of such
purchase price, and the resulting depreciation and amortization expense, will
differ from the estimates contained herein due to the final allocation being
based on (a) the actual amounts of assets and liabilities on the closing
date,(b) final purchase price adjustments, including reserves that may be
recognized for possible exit costs, and (c) the final determination of values of
property and equipment and intangible and other assets. The actual allocation of
the purchase price, and the resulting effect on income from operations may
differ significantly from the pro forma amounts included herein.
The financial effects to Advance Auto Parts of the merger as presented in the
pro forma consolidated financial data are not necessarily indicative of Advance
Auto Parts' consolidated financial position or results of operations which would
have been obtained had the merger actually occurred on the dates described
above, nor are they necessarily indicative of the results of future operations.
The pro forma consolidated financial data should be read in conjunction with the
notes hereto, which are an integral part hereof, the consolidated historical
financial statements of Advance Holding and Discount and the notes thereto.