Advance Auto Parts (NYSE: AAP) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 30, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on March 12, 2024 (the “Original Filing”) to amend Item 8 of Part II, “Financial Statements and Supplementary Data” and Item 9A of Part II, “Controls and Procedures,” related to (1) our description of the conclusions regarding the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting and (2) Deloitte & Touche LLP’s (“Deloitte”) report on the Company’s internal control over financial reporting, in each case, to reflect an additional material weakness. The Company is also filing as exhibits currently dated certifications by its Chief Executive Officer and Chief Financial Officer and an updated Consent of Independent Registered Public Accounting Firm.
Subsequent to the Original Filing, the Company’s management determined that there was an additional material weakness in the Company’s internal control over financial reporting that existed as of December 30, 2023, relating to ineffective control activities including account reconciliations. As a result of this additional material weakness, the Company has restated its report on internal control over financial reporting from the Original Filing. See Item 9A of Part II, “Controls and Procedures.”
The material weakness described above resulted in immaterial errors impacting the Company’s previously issued annual and interim period consolidated financial statements through and including the period ended December 30, 2023. The Company evaluated these errors and concluded that they did not, individually or in the aggregate, result in a material misstatement of its previously issued annual or interim consolidated financial statements and that such financial statements may continue to be relied upon. As a result, the Company is not restating our annual consolidated financial statements contained in Item 8, Part II of this Amendment. The Company is also not amending its Quarterly Reports on Form 10-Q for the 2023 interim periods. Item 8, Part II of this Amendment is being amended solely to (1) restate Deloitte’s report on the Company’s internal control over financial reporting and (2) update Deloitte’s unqualified opinion on the Company’s consolidated financial statements to refer to its restated internal control over financial reporting report.
As described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amendment speaks only as of the date the Original Filing was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.