Form 10-Q ADVANCE AUTO PARTS INC For: Jul 17
Exhibit 22.1
List of the Issuer and its Guarantor Subsidiaries
As of July 17, 2021, the following subsidiaries of Advance Auto Parts, Inc. (the “Issuer”) guarantee the 4.50% senior unsecured notes due December 1, 2023 (the “2023 Notes”), the 1.75% senior unsecured notes due October 1, 2027 (the “2027 Notes”) and the 3.90% senior unsecured notes due April 15, 2030 (the “2030 Notes”), each issued by the Issuer:
| Entity | Jurisdiction of Incorporation or Organization | 2023 Notes | 2027 Notes | 2030 Notes | ||||||||||
| Advance Auto Parts, Inc. | Delaware | Issuer | Issuer | Issuer | ||||||||||
| AAP Financial Services, Inc. | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Advance Auto Business Support, LLC | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Advance Auto Innovations, LLC | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Advance e-Service Solutions, Inc. | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Advance Patriot, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| Advance Stores Company, Incorporated | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Advance Trucking Corporation | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Autopart International, Inc. | Massachusetts | Guarantor | Guarantor | Guarantor | ||||||||||
| B.W.P. Distributors, Inc. | New York | Guarantor | Guarantor | Guarantor | ||||||||||
| Crossroads Global Trading Corp. | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Discount Auto Parts, LLC | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| Driverside, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| E-Advance, LLC | Virginia | Guarantor | Guarantor | Guarantor | ||||||||||
| General Parts Distribution LLC | North Carolina | Guarantor | Guarantor | Guarantor | ||||||||||
| General Parts International, Inc. | North Carolina | Guarantor | Guarantor | Guarantor | ||||||||||
| General Parts, Inc. | North Carolina | Guarantor | Guarantor | Guarantor | ||||||||||
| Golden State Supply LLC | Nevada | Guarantor | Guarantor | Guarantor | ||||||||||
| GPI Technologies LLC | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| Lee Holdings NC, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| MotoLogic, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| Straus-Frank Enterprises, LLC | Texas | Guarantor | Guarantor | Guarantor | ||||||||||
| Western Auto of Puerto Rico, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| Western Auto of St. Thomas, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| WORLDPAC Puerto Rico, LLC | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| WORLDPAC, Inc. | Delaware | Guarantor | Guarantor | Guarantor | ||||||||||
| Worldwide Auto Parts, Inc. | California | Guarantor | Guarantor | Guarantor | ||||||||||
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas R. Greco, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Advance Auto Parts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: August 24, 2021 | ||
| /s/ Thomas R. Greco | ||
| Thomas R. Greco | ||
| President and Chief Executive Officer and Director | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey W. Shepherd, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Advance Auto Parts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: August 24, 2021 | ||
| /s/ Jeffrey W. Shepherd | ||
| Jeffrey W. Shepherd | ||
| Executive Vice President, Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas R. Greco, certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and 18 U.S.C. Section 1350, that, to my knowledge, the Quarterly Report on Form 10-Q of Advance Auto Parts, Inc. for the quarterly period ended July 17, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in such Report fairly presents in all material respects the financial condition and results of operations of the Company. The foregoing certification is being furnished to the Securities and Exchange Commission as part of the accompanying Report.
| Date: August 24, 2021 | /s/ Thomas R. Greco | |||||||
| Thomas R. Greco | ||||||||
| President and Chief Executive Officer and Director | ||||||||
I, Jeffrey W. Shepherd, certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and 18 U.S.C. Section 1350, that, to my knowledge, the Quarterly Report on Form 10-Q of Advance Auto Parts, Inc. for the quarterly period ended July 17, 2021 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in such Report fairly presents in all material respects the financial condition and results of operations of the Company. The foregoing certification is being furnished to the Securities and Exchange Commission as part of the accompanying Report.
| Date: August 24, 2021 | /s/ Jeffrey W. Shepherd | |||||||
| Jeffrey W. Shepherd | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||