Advance Auto Parts To Acquire General

Parts International
Creates Largest Automotive Aftermarket Parts Provider in North America

Investor/Analyst Conference Call

October 16, 2013
 Forward Looking Information
Certain statements contained in this communication are forward-looking statements, as that term is used in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements address future events or developments, and typically use words such as believe, anticipate, expect, intend, plan, forecast, outlook or
estimate. These forward-looking statements include, but are not limited to, statements regarding the expected timing of the completion of the proposed acquisition of
GPII by AAP; the benefits and other effects of the proposed transaction; the combined companys plans, objectives and expectations; the terms and timing of
anticipated financing relating to the proposed transaction, including statements regarding AAPs commitment and ability to maintain its investment grade credit rating;
expected growth and future performance of AAP, including store growth, capital expenditures, comparable store sales, SG&A, operating income, gross profit rate, free
cash flow, profitability and earnings per diluted share for fiscal year 2013; expected financial results for the third quarter 2013 as well as the full year 2013; and other
statements that are not historical facts. These forward-looking statements are subject to significant risks, uncertainties and assumptions, and actual future events or
results may differ materially from such forward-looking statements. Such differences may result from, among other things, the ability to close the proposed transaction
on the expected terms and within the anticipated time period, or at all, which is dependent on the parties ability to satisfy certain closing conditions; the risk that
regulatory approvals that are required to complete the proposed transaction may not be received, may take longer than expected or may impose adverse conditions;
the failure to obtain the necessary financing for the transaction, including as contemplated by the financing commitment obtained by AAP at the time of signing the
proposed transaction; the risk that the benefits of the proposed transaction, including synergies, may not be fully realized or may take longer to realize than expected;
the possibility that the transaction may not advance AAPs business strategy; the risk that AAP may experience difficulty integrating GPIIs employees, business systems
and technology; the potential diversion of AAPs managements attention from AAPs other businesses resulting from the proposed transaction; the impact of the
proposed transaction on third-party relationships, including customers, wholesalers, independently owned and jobber stores and suppliers; the continuing review and
other procedures associated with the closing of AAPs third quarter 2013 results which may produce results or expectations for the third quarter 2013 and full year
2013 to differ from those set forth herein; changes in regulatory, social and political conditions, as well as general economic conditions; competitive pressures;
demand for AAPs and GPIIs products; the market for auto parts; the economy in general; inflation; consumer debt levels; the weather; business interruptions;
information technology security; availability of suitable real estate; dependence on foreign suppliers; and other factors disclosed in AAPs 10-K for the fiscal year ended
December 29, 2012 on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements.
With respect to the preliminary financial results and outlook included in this communication, during AAPs closing process and the preparation of final consolidated
financial statements and related notes, AAP may identify items that would require adjustments to amounts included in the preliminary results. AAP intends these
forward-looking statements to speak only as of the time of this communication and does not undertake to update or revise them as more information becomes
available.

Non-GAAP Measures
This communication includes certain financial measures which are not considered generally accepted accounting principles (GAAP) measures. Advance Auto Parts
believes that presentation of these non-GAAP financial measures provides useful information to management, investors and prospective investors. Because of the
forward-looking nature of these non-GAAP financial measures, specific quantifications of the amounts that would be required to reconcile these non-GAAP financial
measures to their most directly comparable GAAP financial measures are not available at this time. In addition, Advance Auto Parts believes that providing estimates
of the amounts that would be required to reconcile these non-GAAP financial measures to their most directly comparable GAAP financial measures would imply a
degree of precision that would be confusing or misleading to investors. The actual amounts of any non-GAAP financial measures included in this communication may
differ materially from any forecasted amounts, and any non-GAAP financial measures included in this communication might not be calculated in the same manner as,
and thus might not be comparable to, similarly titled measures reported by other companies.

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 A Compelling Value Proposition
Creates the #1 Automotive Aftermarket Parts Provider In North America
Balanced platform for growth between DIY and commercial
#1 distributor of import automotive parts
The largest internet-based business-to-business e-commerce platform in North America

Delivers Scale
Coast-to-coast North American coverage
Positioned to capitalize on attractive industry growth trends
Presence in new markets allows Advance the ability to expand its geographic footprint efficiently
Increased operational efficiencies driving cost synergies

Accelerates Complementary Market Opportunities

Access to new products and lines such as tools, equipment and automotive paint, heavy-duty trucks and agricultural equipment
to drive growth
Diversifies sales channels with independent customers
Broadens ability to grow with attractive key customer segments including large bay garages, import specialists, national
accounts, fleet and government programs

Strengthens Leading Brands and Capabilities

Leverage CARQUESTs commercial capabilities and team member parts knowledge
Efficiently expand CARQUESTs key capabilities, including daily replenishment and customer loyalty programs, into Advance
stores
Expand Advances DIY capabilities into select company operated CARQUEST stores

Financially Compelling
Combined LTM Revenue1 of $9.2 billion
Estimated to deliver significant FY14 Cash EPS accretion of more than 20% excluding costs to achieve synergies and low teens
accretion including costs to achieve synergies
Expected to generate approximately $160 million in annual run-rate cost synergies within three years after closing
1Last twelve months as of Q2 2013

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 Creates Largest Automotive Aftermarket Parts Provider in
North America Post transaction

Footprint / Stores
4,018 stores in 39 states 1,246 company operated stores 5,264 company operated stores in 49
86% of stores in the eastern half of 1,418 independent locations in US, states, and Canada
U.S. Canada 1,418 independent locations in US,
12 distribution centers 102 WORLDPAC branches Canada
38 distribution centers 102 WORLDPAC branches
50 distribution centers
DIY
10%
Commercial Commercial Commercial
Commercial/DIY 40% 90% 55%

Mix DIY
60%
DIY
45%

LTM Revenue2 $6.3 bn $2.9 bn $9.2 bn

Team Members1 ~54,000 ~ 17,000 ~ 71,000

For Advance Auto as of October 5, 2013; GPII as of September 30, 2013; 2Last twelve months as of Q2 2013

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 Two Leading Commercial Brands and Platforms
David L. Robert B. Steven P.
O. Temple
General Parts leadership team Sloan III
McCartney Cushing Gushie
with extensive industry experience President, President, President,
President, GPII CARQUEST CAN
CARQUEST US WORLDPAC
to remain with the company
30 Years 27 Years 28 Years 32 Years

CARQUEST distributes to commercial and retail customers, Leading importer and distributor of original equipment and
accessories, supplies and equipment for virtually all makes quality replacement automotive products to import
of domestic and foreign vehicles, light and heavy-duty specialists in North America and Puerto Rico
trucks, off-road equipment, buses, recreational vehicles $1 billion in LTM revenue through Q2 20131
and agricultural equipment
$ 1.9 billion in LTM revenue through Q2 20131 Industry leading position in growing import car population
and installer base
Strength in key customer segments (fleet, govt, national
accounts); key commercial capabilities (daily replenishment, speedDIAL is the most widely used and advanced B2B e-
commercial loyalty offerings); diverse channel mix (company commerce catalogue and order fulfillment program in the
operated stores and independents) industry (over 7.1 million applications / 250,000 part
WebLink is the second largest internet based, commercial numbers)
focused site in the industry behind WORLDPAC
In 2011, US Automotive Technicians Choice: Overall Best
Passion for excellence has earned numerous preferred Program Distributor for Replacement Parts Frost & Sullivan
supplier endorsements from leading national customers

1 Last twelve months as of Q2 2013

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 Positions Advance To Capitalize On Industry Dynamics
With Balanced Commercial And DIY Platform
$10 Combined THE COMMERCIAL MARKET IS
AAP & GPI
TWICE THE SIZE OF DIY BUT HIGHLY
$9

FRAGMENTED AND EXPECTED TO

$8
OUTPACE DIY GROWTH
$7
2012 Sales ($ in Billions)

DIY and commercial

$6
combined addressable
market estimated at $60
$5
billion1
$4
Approximately 240 million
$3
vehicles in operation with an
average age of over 11 years
$2
Increasing vehicle complexity
$1 will facilitate increase in
professional installer
$0
Information as of respective companys 2012 Annual Reports
expertise
- 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000

2012 Store Count (Includes Independents) 1Source: Company estimate

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 Well Positioned To Serve The Fast Growing Import
Automotive Segment
The Leader In Import Parts Distribution With $ 1.3 Billion in Combined Sales2

A customer-centric
approach

Excellence in:
Product offering
Operational efficiency
Customer relationships
Global Supply Chain
Original Equipment
Percentage of total import V.I.O. (vehicles Catalog
in operation)1
Leveraging technology to
enable sustained sales
growth

1Source: 2014 AAIA Aftermarket Factbook; 2Last twelve months as of Q2 2013

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 Enhancing Our Platform To Accelerate Growth

DAILY
INDEPENDENTS REPLENISHMENT

FLEET
HEAVY DUTY SOLUTIONS

NATIONAL TECH-NET
ACCOUNTS AUTO SERVICES

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 A Leading E-Commerce/E-Services Platform Driving
Further Growth
A Formidable E-Commerce Line Up
WORLDPAC -speedDIAL CARQUEST WebLink ADVANCE e-Services

+ +

speedDIAL and WebLink collectively define the commercial B2B ordering landscape as the largest internet-
based, commercial-focused sites in the industry

The combination with Advances MOTOSHOP branded e-Services creates a robust e-commerce growth
platform

Over half of all DIYers start their purchase process on-line todaywill be 90% in 5 years
(AASA/Booz & Co.: E-Tailing Supplier Success Strategies, 2013)

Access to robust online information is a key competitive differentiator in driving sales growth, customer loyalty
and retention for commercial and do-it-yourself customers

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 A Proven Record Of Integration Success
Advance has a rich 80-year history of growth through new store openings, acquisitions and expansion
into the commercial business. We have a proven track record of integrating new businesses into
Advance successfully.

A History of
Successful
Acquisitions

New Additions
Through GPI
Acquisition

10 Page
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 Complementary Operational Strengths And Shared
Values

50 year track record of growth through

80 year track record of delivering growth acquisitions, and delivering
through acquisitions and performance 130 years of business business strategies
building success
Experienced management team focused Senior management averages approx.
on developing commercial culture A mutual platform of 30 years of industry experience
trust and working experience
Merchandising and supply chain with recent BWP integration WORLDPAC recognized as World-Class
investments enables growth Organization and consistently named a
and profitability Strong alignment of cultures Best Place to Work
and company values
Deeply invested in giving back to the 40 years of market leading import
community; $35 million donated to JDRF experience and expertise

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 Transaction Summary
$2.04 billion all cash transaction (enterprise value)
Represents EV / Adjusted EBITDA (excluding synergies)1: 9.3x
Represents EV / Adjusted EBITDA (including run-rate synergies) 1,3: 5.4x
Structure and J.P. Morgan has provided an unsecured bridge financing commitment to support a senior notes offering
Consideration and new term loan facility
- Senior notes offering and bank debt syndication expected to occur prior to closing
Strong combined financial profile allows for an all cash transaction with the expectation to maintain
investment grade ratings

$9.2 billion in LTM Revenue2

Combined Financial
$1.1 billion in LTM EBITDA2
Metrics
- Approximately $1.3 billion in pro forma LTM EBITDA including run-rate cost synergies2, 3

The transaction is expected to generate approximately $160 million in annual run-rate cost synergies
within three years after closing
Compelling Financial Estimated to deliver in FY14:
Impact Significant Cash EPS accretion including synergies of greater than 20% (excluding the one-time
costs to achieve synergies)
Low teens Cash EPS accretion including synergies (including the one-time costs to achieve
synergies)

The transaction has been approved by the boards of directors of both companies
Approvals and Closing Subject to customary closing conditions and regulatory approvals
Expected to close by late 2013 or early 2014

1Transaction multiple as of FYE2013. EBITDA adjusted for non-recurring transaction related expenses; 2Last twelve months as of Q2 2013; 3Assumes run-rate cost synergies of $160mm

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 Combined Financial Overview
Standalone Advance Auto Parts Transaction Pro Forma

Business mix and geographic reach provide

solid platform for top line growth
1

Significant synergy realization drives

incremental value creation

1
Incremental operating efficiencies drive
margin improvement opportunity

Strong cash flow supports investment grade

rating and ongoing investment in the business
1, 5

1Last twelve months as of Q2 2013; 2Revenue and EBITDA have been presented on a comparable operating basis. Refer to our 2012 Form 10-K for a further explanation of non-recurring items in 2008 and 2009 ; 3EBITDA is earnings before interest, income
taxes, depreciation and amortization; 4Free Cash Flow is the aggregation of cash flow from operating and investing activities, adjusted for the change in financed vendor accounts payable; 5Excluding the acquisition of BWP

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 Cost Synergies
Significant Cost Savings Provide Opportunity For Incremental Value Creation

Estimated Cost Synergies

By Year (in Millions) $160

Purchasing
$100
Estimated Synergies
$160m Store/Corporate
Scale and Leverage
(End of Year 3) $50
Supply Chain

One Time Costs To Achieve Synergies Estimated at $190m over 3 Years

Store Conversion Costs Systems Integration Costs Project Costs

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 Financing and Liquidity
Financing Liquidity

Expected financing includes a combination of: Public commitment to limit maximum leverage to 2.5x Adj.
Debt/EBITDAR and maintain investment grade ratings
term loan
Focused on pursuing rapid de-leveraging
revolver
Bank debt (between revolver and term loan) used to fund
senior notes
acquisition expected to be repaid in less than 24 months
balance sheet cash
Liquidity position remains strong with ample free cash flow
J.P. Morgan has provided committed financing for the transaction generation

Company expected to maintain investment grade ratings post Capital allocation focused on increasing scale and operating
earnings growth while delivering estimated synergies
transaction

Adjusted leverage1

3
Liquidity2 $750 $717 $596 $1,269 $1,357
Ratings BB+ / - BBB- / Baa3 BBB- / Baa3 BBB- / Baa3 BBB- / Baa3

Defined as (gross debt + rents capitalized at 6.0x) / EBITDAR; 2 Defined as cash on hand + undrawn facilities, net of letters of credit; 3 Pro forma adjusted leverage ratio is for illustrative purposes only and is calculated based on historical financial
information as of Q2 2013 and as if the transaction closed on Q2 2013

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This Transaction Positions Advance For A Strong Financial Future

Focused on increasing multi-channel sales growth and

accelerated operating earnings growth
GROWTH
#1 in commercial segment / #1 in import business
North American platform for growth/new stores

Significant and achievable cost synergies

PROFITABILITY Balanced commercial / DIY platform

Improved cost efficiency and execution

Strong liquidity position and commitment to investment grade

ratings
FINANCIAL
POSITION Maintain disciplined approach to capital deployment
Focus on shareholder returns

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 A Compelling Value Proposition
Creates the #1 Automotive Aftermarket Parts Provider In North America
Balanced platform for growth between DIY and commercial
#1 distributor of import automotive parts
The largest internet-based business-to-business e-commerce platform in North America

Delivers Scale
Coast-to-coast North American coverage
Positioned to capitalize on attractive industry growth trends
Presence in new markets allows Advance the ability to expand its geographic footprint efficiently
Increased operational efficiencies driving cost synergies

Accelerates Complementary Market Opportunities

Access to new products and lines such as tools, equipment and automotive paint, heavy-duty trucks and agricultural equipment
to drive growth
Diversifies sales channels with independent customers
Broadens ability to grow with attractive key customer segments including large bay garages, import specialists, national
accounts, fleet and government programs

Strengthens Leading Brands and Capabilities

Leverage CARQUESTs commercial capabilities and team member parts knowledge
Efficiently expand CARQUESTs key capabilities, including daily replenishment and customer loyalty programs, into Advance
stores
Expand Advances DIY capabilities into select company operated CARQUEST stores

Financially Compelling
Combined LTM Revenue1 of $9.2 billion
Estimated to deliver significant FY14 Cash EPS accretion of more than 20% excluding costs to achieve synergies and low teens
accretion including costs to achieve synergies
Expected to generate approximately $160 million in annual run-rate cost synergies within three years after closing
1Last twelve months as of Q2 2013

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