ATDOnline®Table and TireBuyer.com®of Contents

Table of Contents

Table of Contents

Table of Contents

ATDOnline®Table and TireBuyer.com®of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ~~December~~January 283, ~~2013~~2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-124878

~~American~~AMERICAN ~~Tire~~TIRE ~~Distributors~~DISTRIBUTORS ~~Holdings~~HOLDINGS, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware

59-3796143

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

12200 Herbert Wayne Court, Suite 150

Huntersville, North Carolina 28078

(Address, including zip code, of principal executive offices)

(704) 992-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes x No ¨

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x *

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities and Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of ~~June~~July 295, ~~2013~~2014: None

Number of common shares outstanding at March 39, ~~2014~~2015: ~~1,000~~ 50

TABLE OF CONTENTS

		Page
~~PART I~~	PART I
ITEM 1.	Business		2
ITEM 1A.	Risk Factors		1112
ITEM 1B.	Unresolved Staff Comments		1819
ITEM 2.	Properties		1819
ITEM 3.	Legal Proceedings		1819
ITEM 4.	Mine Safety Disclosures		1819
~~PART II~~	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		1920
ITEM 6.	Selected Financial Data		2021
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2325
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk		4247
ITEM 8.	Financial Statements and Supplementary Data		4348
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		8690
ITEM 9A.	Controls and Procedures		8690
ITEM 9B.	Other Information		8690
~~PART III~~	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance		8791
ITEM 11.	Executive Compensation		9195
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~106~~115
ITEM 13.	Certain Relationships and Related Transactions and Director Independence		~~108~~117
ITEM 14.	Principal Accountant Fees and Services		~~108~~117
~~PART IV~~	PART IV
ITEM 15.	Exhibits and Financial Statement Schedules		~~109~~118
	Signatures		~~115~~125

Cautionary Statements on Forward-Looking Information

This Annual Report on Form 10-K, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements ~~relating~~within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that relate to our business and financial outlook, ~~that~~ and are based on our current expectations, estimates, forecasts and projections. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or other comparable terminology.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions. Actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any such statement to reflect new information, or the occurrence of future events or changes in circumstances, ~~after we distribute this Annual Report on Form 10-K,~~ except as required by the federal securities laws. Many factors could cause actual results to differ materially from those indicated by the forward-looking statements or could contribute to such differences including:

•

general business and economic conditions in the United States, Canada and other countries, including uncertainty as to changes and trends;

•

our ability to execute key strategies, including pursuing acquisitions and successfully integrating and operating acquired companies;

•

our ability to develop and implement the operational and financial systems needed to manage our operations;

•

the ability of our customers and suppliers to obtain financing related to funding their operations in the current economic market;

•

the financial condition of our customers, many of which are small businesses with limited financial resources;

•

changing relationships with customers, suppliers and strategic partners;

•

changes in laws or regulations affecting the tire industry;

•

changes in capital market conditions, including availability of funding sources and fluctuations in currency exchange rates;

•

impacts of competitive products and changes to the competitive environment;

•

acceptance of new products in the market; and

•

unanticipated expenditures.

The foregoing factors should not be construed as exhaustive. These forward-looking statements are also qualified by, and should be read together with, the risk factors and other cautionary statements included in this Annual Report on Form 10-K. See Item 1A — “Risk Factors” for further discussion.

PART I

The terms “American Tire Distributors,” “ATD,” “the Company,” “we,” “us,” “our,” and similar terms in this report refer to American Tire Distributors Holdings, Inc. and its consolidated subsidiaries. The term “Holdings” refers only to American Tire Distributors Holdings, Inc., a Delaware corporation organized in 2005 that owns 100% of the issued and outstanding capital stock of American Tire Distributors, Inc. (“ATDI”), a Delaware corporation. Holdings has no significant assets or operations other than its ownership of ATDI. The operations of ATDI and its consolidated subsidiaries constitute the operations of Holdings presented under ~~accounting~~U.S. ~~principles~~Generally ~~generally~~Accepted ~~accepted~~Accounting inPrinciples ~~the United States~~(“GAAP”). The terms “TPG” and “Sponsor” relate to TPG Capital, L.P. and/or certain funds affiliated with TPG Capital, L.P.

Item 1.

Business.

Our Company

We are the ~~leading~~largest ~~replacement~~distributor ~~tire~~of ~~distributor~~replacement tires in North America, ~~providing~~based on dollar amount of wholesale sales and number of warehouses. We provide a ~~critical~~wide range of products and value-added services to customers in each of the key market channels to enable tire retailers to more effectively service and grow sales to consumers. Through our network of ~~133~~more than 140 distribution centers in the United States and Canada, we offer access to an extensive breadth and depth of inventory, representing approximately 4050,000 stock-keeping units (SKUs) to ~~approximately~~more ~~72,000~~than ~~customers (approximately 64~~75,000 ~~in the U~~customers.S. ~~and~~In 82014,~~000~~ ~~in Canada). The critical range of services~~ we ~~provide~~distributed ~~includes~~more ~~frequent and timely delivery of inventory as well as business support services such as credit,~~than ~~training,~~40 million ~~access~~replacement to consumer market data and the administration of tire manufacturer affiliate programs. In addition, our U.S. customers have access to a leading online ordering and reporting system as well as a website that enables our tire retailer customers to participate in the Internet marketing of tires ~~to consumers~~. We estimate that our share of the replacement passenger and light truck tire market in ~~the~~2014 ~~United~~was ~~States is~~ approximately 1014% in the United States, up from approximately 1% in 1996., ~~Our estimated share of the replacement passenger~~ and ~~light~~approximately ~~truck~~25% ~~tire market~~ in Canada ~~is approximately 12%~~. ~~During fiscal 2013, our largest customer and top ten customers accounted for less than 3.1% and 11.3%, respectively, of our net sales.~~

We ~~believe~~serve wea ~~distribute~~highly ~~the~~diversified ~~broadest~~customer ~~product~~base ~~offering~~across inmultiple ~~our industry~~channels, ~~supplying~~comprised ~~our~~of ~~customers~~local, ~~with~~regional ~~the~~and ~~top~~national ~~ten~~independent ~~leading~~tire ~~passenger~~retailers, mass ~~and~~merchandisers, ~~light truck~~warehouse clubs, tire ~~brands.~~manufacturer-owned Westores, ~~carry~~automotive ~~the~~dealerships ~~flag~~and ~~brands~~web-based ~~from~~marketers. ~~each~~We ofhave ~~the~~a ~~four~~significant ~~largest~~market ~~tire~~presence ~~manufacturers~~in —a ~~Bridgestone,~~number ~~Continental,~~of ~~Goodyear~~these ~~and~~key ~~Michelin~~market —channels asand ~~well~~we asbelieve ~~the~~that ~~Hankook,~~we ~~Kumho,~~are ~~Nexen,~~the ~~Nitto~~only ~~and~~replacement ~~Pirelli~~tire ~~brands.~~distributor Wein ~~also~~North ~~sell~~America ~~lower~~that ~~price~~services ~~point~~each ~~associate~~of ~~and~~these ~~proprietary~~key ~~brands~~market ofchannels. ~~these~~During ~~and~~fiscal ~~many~~2014, ~~other~~our ~~tire~~largest ~~manufacturers.~~customer Inand ~~addition,~~top weten ~~sell~~customers ~~custom~~accounted ~~wheels~~for ~~and~~2.9% ~~accessories~~ and ~~related~~10.3%, ~~tire~~respectively, ~~supplies~~of ~~and~~our ~~tools~~net sales. We believe ~~our~~we ~~large,~~are ~~diverse~~a ~~product~~top supplier to many of ~~offering~~our ~~allows~~customers usand tohave ~~better~~maintained ~~penetrate~~relationships ~~the~~with ~~replacement~~our ~~tire~~top ~~market~~20 ~~across~~customers athat ~~broad~~exceed ~~range~~a ofdecade ~~price~~on ~~points~~average.

OnWe ~~December 13,~~believe ~~2013,~~ we ~~completed~~ distribute the broadest ~~purchase~~product offering in our industry, supplying our customers with nine of ~~100%~~the top ten leading passenger and light truck tire brands. We carry the flag brands from each of the ~~outstanding~~four ~~common~~largest ~~shares~~tire manufacturers —Bridgestone, Continental, Goodyear and Michelin — as well as the Cooper, Hankook, Kumho, Nexen, Nitto/Toyo and Pirelli brands. We also sell lower price point associate and proprietary brands of ~~Wholesale~~these and many other tire manufacturers, and through our acquisition of The Hercules Tire & ~~Distributors~~Rubber ~~Inc.~~Company (“~~WTD~~Hercules”) in fiscal 2014 we also own and market our proprietary Hercules® brand, the number one private brand in North America in 2014 based on unit sales. ~~WTD~~In ~~owned~~addition, we sell custom wheels and ~~operated~~accessories ~~two~~and ~~distribution~~related ~~centers~~tire ~~serving~~supplies ~~over~~and 2tools. In fiscal 2014,~~300~~ ~~customers~~tire sales accounted for 97.7% ~~The~~of ~~acquisition~~our net sales, with sales of passenger ~~WTD~~and ~~strengthened~~light truck tires accounting for 82.6% of our ~~market presence~~net insales. Tire supplies, tools and custom wheels and accessories represented approximately 2.3% of our net sales. We believe that our large and diverse product offering allows us to penetrate the ~~Southern~~replacement ~~Ontario~~tire ~~region~~market across a broad range of ~~Canada~~price points.

OnOur ~~August 30~~growth strategy, ~~2013~~coupled with our access to capital and our scalable platform, weenables ~~completed~~us ~~the~~to ~~purchase~~continue ofto ~~100%~~expand oforganically in existing markets as well as in new geographic areas. We also expect to continue to employ a selective acquisition strategy to increase our share in the ~~outstanding~~markets ~~capital~~we currently ~~stock~~service ofas ~~Tire~~well ~~Distributors~~as to expand our distribution into new markets, ~~Inc.~~utilizing ~~(“TDI”)~~our scale in an effort to realize significant synergies. ~~TDI~~In ~~owned~~addition, we are investing in technology and ~~operated~~each ~~one~~sales ~~distribution~~channel ~~center~~to ~~serving~~fuel ~~over~~our ~~1,700~~future ~~customers~~growth. ~~The~~As ~~acquisition~~a ofresult, ~~TDI~~we ~~expanded~~believe that ~~our~~we are well positioned to continue to achieve above-market ~~position~~growth in ~~Maryland~~all market environments and ~~northeastern~~to ~~Virginia~~continue to enhance our profitability and cash flows.

On ~~April~~May 3028, ~~2013~~2010, wepursuant ~~completed~~to ~~the~~an ~~acquisition~~Agreement ofand ~~Regional~~Plan ~~Tire~~of ~~Holdings~~Merger, ~~Inc.~~we ~~(“Holdco”)~~were ~~pursuant~~acquired toby aTPG ~~Share~~and ~~Purchase Agreement~~certain ~~dated~~co-investors. ~~March~~On February 2225, ~~2013~~ 2015, ~~among~~the ~~TriCan~~previously ~~Tire~~announced ~~Distributors~~transaction ~~(“TriCan”),~~with ~~ATDI,~~a ~~Holdco~~fund ~~and~~managed ~~Regional~~by ~~Tire~~the ~~Distributors~~Private ~~Inc.,~~Equity aGroup ~~100%~~of ~~owned~~Ares ~~subsidiary~~Management, ofL.P. ~~Holdco~~ (“~~RTD~~Ares”). ~~Holdco~~closed, ~~has~~whereby noAres ~~significant~~acquired ~~assets~~a orstake ~~operations~~in ~~other than~~the ~~its~~Company ~~ownership~~equaling ~~of RTD. The operations of RTD constitute~~ the ~~operations~~stake ofheld ~~Holdco.~~currently ~~RTD~~by isTPG ~~a wholesale distributor of tires, tire parts, tire accessories and related equipment in~~ (the ~~Ontario and Atlantic provinces of Canada~~“Ares Transaction”).

OnOur ~~May 28,~~Industry 2010, pursuant to an Agreement and Plan of Merger, dated as of April 20, 2010, we were acquired by TPG and certain co-investors for an aggregate purchase price valued at $1,287.5 million (the “Merger”). The Merger was financed by $635 million in aggregate principal amount of debt financing as well as common equity capital. In connection with the Merger, we conducted cash tender offers for our existing outstanding debt securities, all of which were subsequently purchased and retired.

~~Recent~~According to Modern Tire Dealer, the U.S. replacement tire market generated annual retail sales of approximately $37.4 billion in 2014. ~~Developments~~Passenger tires, medium truck tires and light truck tires accounted for 66.3%, 17.6% and 13.1%, respectively, of the total U.S. market. Farm, specialty and other types of tires accounted for the remaining 3.0% of the total U.S. market. The Canadian replacement tire market generated annual retail sales of approximately $4.0 billion in 2014. Passenger and light truck tires accounted for 56% while commercial tires accounted for 19% of the total Canadian replacement tire market. Farm, specialty and other types of tires accounted for the remaining 25% of the total Canadian replacement tire market. According to a Tire Review survey conducted in 2014, U.S. tire dealers buy 60.8% of their consumer tires from wholesale distributors like us and 23.4% direct from tire manufacturers, with the remaining volume coming from various other sources.

On February 17, 2014, ATDI entered into a Stock Purchase Agreement with TTT Holdings, Inc., a Delaware corporation pursuant to which ATDI agreed to acquire all of the outstanding capital stock of Terry’s Tire Town Holdings, Inc., an Ohio corporation (“Terry’s Tire”). Terry’s Tire and its subsidiaries are engaged in the business of purchasing, marketing, distributing and selling tires, wheels and related tire and wheel accessories on a wholesale basis to tire dealers, wholesale distributors, retail chains, automotive dealers and others, retreading tires and selling retread and other commercial tires through commercial outlets to end users

In the United States and ~~selling~~Canada, replacement tires ~~directly~~are sold to consumers ~~via~~through ~~the~~several different ~~internet.~~channels, ~~The~~including ~~consummation~~local, ofregional ~~the~~and ~~Terry’s~~national ~~Tire~~independent ~~acquisition~~tire retailers, ~~which~~mass ismerchandisers, ~~subject~~warehouse toclubs, ~~customary~~tire ~~closing~~manufacturer-owned ~~conditions~~stores, ~~(including~~automotive ~~expiration~~dealerships orand web-based marketers. Between 1990 and 2014, independent tire ~~termination~~retailers ofand ~~the~~automotive ~~applicable~~dealerships ~~waiting~~have ~~periods~~enjoyed ~~under~~the largest increase in the ~~Hart-Scott-Rodino~~U.S. ~~Antitrust~~replacement ~~Improvements~~tire ~~Act~~market share, according to Modern Tire Dealer, moving from 54.0% to 60.5% and 1.0% to 8.0% of ~~1976~~the market, asrespectively. ~~amended)~~In 2014, isreplacement tire ~~expected~~sales to ~~occur~~independent bytire ~~the~~retailers ~~end~~and automotive dealerships represented approximately 50% and 19%, respectively, of ~~Holdings’~~the ~~first~~Canadian ~~quarter~~replacement ortire ~~early~~market share. Mass merchandisers, warehouse clubs, manufacturer-owned stores and web-based marketers comprise the remaining market share in both the ~~second~~United ~~quarter~~States ofand ~~2014~~Canada.

OnSince ~~January 31~~2000, ~~2014, we completed~~ the ~~acquisition~~number of ~~Hercules~~specific ~~Tire~~tire ~~Holdings~~sizes ~~LLC~~in ~~(“Hercules~~the market ~~Holding”)~~has ~~pursuant~~increased toby an62%. ~~Agreement and~~One ~~Plan~~driver of ~~Merger,~~this ~~dated~~increase ~~January 24,~~was ~~2014,~~above-market ~~among~~growth ~~ATD~~in ~~Merger~~high-performance ~~Sub~~tires. IIThe ~~LLC~~increase ~~(“Buyer”~~in orthe ~~“Merger~~number ~~Sub”), an indirect wholly-owned subsidiary~~ of ~~Holdings,~~tire ~~ATDI,~~sizes ~~Hercules~~coupled ~~Holding,~~with the ~~equityholders~~large number of ~~Hercules~~brands ~~Holdings~~in ~~(each~~the ~~a “Seller”~~market ~~and,~~place ~~collectively,~~has ~~the~~driven ~~“Sellers”)~~SKU ~~and~~proliferation in the replacement ~~Sellers’~~tire ~~Representative~~market. ~~Hercules~~As ~~Holdings~~a ~~owns~~result ~~all~~ of the ~~capital~~SKU ~~stock~~proliferation ofand ~~The~~due ~~Hercules~~to ~~Tire &~~their ~~Rubber~~capital ~~Company~~and ~~(“Hercules”).~~physical ~~Hercules~~space isconstraints, ~~engaged~~many intire ~~the business~~retailers ofare ~~purchasing,~~unable ~~marketing,~~to ~~distributing~~carry ~~and~~sufficient ~~selling~~inventory ~~after-market~~to ~~replacement~~meet ~~tires~~the ~~for~~demands ~~passenger~~of ~~cars,~~their ~~trucks,~~customers. ~~and~~This ~~certain~~trend ~~off~~has ~~road~~helped increase ~~vehicles~~the toneed ~~tire~~for ~~dealers, wholesale~~ distributors, ~~retail distributors and other~~ in the ~~United~~replacement ~~States,~~tire ~~Canada and internationally~~market.

OnThe ~~January 17,~~U.S. ~~2014,~~and ~~TriCan~~Canadian ~~entered~~replacement ~~into~~tire anmarkets ~~Asset~~have ~~Purchase~~historically experienced ~~Agreement~~stable ~~with~~growth ~~Kipling~~and ~~Tire~~favorable Copricing dynamics. ~~LTD (“Kipling”)~~However, ~~pursuant~~these tomarkets ~~which~~are ~~TriCan~~subject ~~agreed~~ to ~~acquire~~changes ~~the~~in ~~wholesale~~consumer ~~distribution~~confidence ~~business~~and ofeconomic ~~Kipling~~conditions. ~~Kipling~~As ~~has operated as~~ a ~~retail-wholesale~~result, ~~business~~tire ~~since~~consumers ~~1982.~~may ~~Kipling’s~~opt ~~wholesale~~to ~~business~~temporarily ~~distributes~~defer ~~tires~~replacement ~~from~~tire ~~its~~purchases ~~Etobicoke~~or purchase ~~facilities~~less tocostly ~~approximately~~brand ~~400~~tires ~~retail~~during ~~customers~~challenging ineconomic ~~Southern~~periods ~~Ontario.~~where ~~Kipling’s~~macroeconomic ~~retail~~factors ~~operations~~such ~~were~~as ~~not~~unemployment, ~~acquired~~high byfuel ~~TriCan~~costs and ~~will~~weakness ~~continue to operate under its current ownership. This acquisition will further strengthen TriCan’s presence~~ in the ~~Southern~~housing ~~Ontario~~market ~~region~~impact oftheir ~~Canada~~financial health.

~~Our~~From ~~Industry~~1955 through 2014, U.S. replacement tire unit shipments increased by an average of approximately 3% per year. We believe that the replacement tire market is experiencing the beginning of a recovery after a prolonged downturn, which began in 2008. Replacement tire unit shipments were up 3.5% in the United States and 15.7% in Canada in 2014 as compared to 2013, as a rebound in the housing market, a decline in unemployment rates and increases in vehicle sales and vehicle miles driven continued to impact the U.S. and Canadian replacement tire market favorably. In addition, a surge in tire imports during fourth quarter 2014, ahead of the expected imposition of the countervailing and antidumping duties on Chinese-made passenger and light truck tires, contributed to the increase in the U.S. replacement tire unit shipments.

~~According~~Going ~~to Modern Tire Dealer~~forward, ~~the~~we ~~U.S.~~believe ~~replacement~~that ~~tire~~long-term ~~market~~growth ~~generated annual retail sales of approximately $37.3 billion~~ in ~~2013. Passenger tires, medium truck tires and light truck tires accounted for 66.9%, 16.9% and 13.1%, respectively, of~~ the ~~total~~ U.S. ~~market. Farm, specialty~~ and ~~other types of tires accounted for the remaining 3.1% of the total U.S. market. The~~ Canadian replacement tire ~~market~~markets ~~generated~~will ~~annual~~continue ~~retail~~to ~~sales~~be ofdriven ~~approximately~~by ~~$3.7~~favorable underlying ~~billion in 2013. Passenger and light truck tires accounted for 53% while commercial tires accounted for 20% of the total Canadian market. Farm~~dynamics, ~~specialty~~including: ~~and other types of tires accounted for the remaining 27% of the total Canadian market.~~

In the U.S. and Canada, replacement tires are sold to consumers through several different channels, including local, regional and national independent tire retailers, mass merchandisers, warehouse clubs, tire manufacturer-owned stores, automotive dealerships and web-based marketers. Between 1990 and 2013, independent tire retailers and automotive dealerships have enjoyed the largest increase in the U.S. market share, according to Modern Tire Dealer, moving from 54.0% to 60.5% and 1.0% to 7.5% of the market, respectively. In recent years, replacement tire sales to independent tire retailers and automotive dealerships represented approximately 44% and 18%, respectively, of the Canadian market share.

The U.S. and Canadian replacement tire markets have historically experienced stable growth and favorable pricing dynamics. However, these markets are subject to changes in consumer confidence and the economic conditions that impact tire consumers. As a result, tire consumers may opt to defer replacement tire purchases or purchase less costly brand tires during challenging economic periods where macro-economic factors such as unemployment, persistently high fuel costs and weakness in the housing market impact their financial health.

From 1955 through 2013, U.S. replacement tire unit shipments increased by an average of approximately 2.7% per year. The impact of the recent recession led to negative growth during 2008 and 2009. The economic environment showed signs of stabilization during 2010 and 2011, although slow economic growth, persistently high fuel cost and a decrease in miles driven continued to impact the market. Despite an increase in miles driven during 2012, the U.S. and Canadian replacement tire markets continued the negative growth trend as replacement tire unit shipments were down 1.8% and 5.5%, respectively, as compared to 2011. During 2013, replacement tire unit shipments were up 4.4% in the U.S. and 0.7% in Canada as compared to 2012 as a rebound in the housing market, a decline in unemployment rates and increases in vehicle sales and vehicle miles driven impacted the U.S. and Canadian replacement tire market favorably. Substantially all of this industry unit growth was driven by an increased level of shipments of lower priced import product, predominately from China, as most domestic tire manufacturers have reported continued replacement tire unit shipment reductions in 2013 as compared to 2012.

Going forward, we believe that growth in the U.S. and Canadian replacement tire markets will continue to be driven by favorable underlying dynamics, including:

•

increases in the number and average age of passenger cars and light trucks;

•

increases in the number of miles driven;

• increases in the number of licensed drivers as the U.S. and Canadian population continues to grow;

•

increases in the number of replacement tire SKUs;

•

growth of the high-performance tire segment; and

•

shortening tire replacement cycles due to changes in product mix that increasingly favor high-performance tires, which have shorter average lives.

Our Competitive Strengths

We believe the following key strengths have enabled us to become the largest distributor of replacement tires in North America and position us to achieve future revenue growth in excess of the long-term growth rates of the U.S. and Canadian replacement tire industry:

Leading Position in a Large and Highly Fragmented Marketplace. We are the largest distributor of replacement tires in North America based on dollar amount of wholesale sales and number of warehouses, with an estimated market share in 2014 of approximately 14% in a $37.4 billion market in the United States. Our estimated market share in 2014 of the replacement passenger and light truck tire market in Canada was approximately 25%. We believe our scale provides us key competitive advantages relative to our smaller, and generally regionally-focused, competitors. These include the ability to: efficiently stock and deliver a wide variety of tires; invest in services, including sales tools and technologies, to support our customers; and realize operating efficiencies from our scalable infrastructure. We believe our leading market position and presence in each of the key market channels, combined with our commitment to distribution, as opposed to the retail operations engaged in by our customers, enhances our ability to expand our sales footprint cost effectively both in our existing markets and in new domestic geographic markets.

•Scale ~~increases~~Advantage from Extensive and Efficient Distribution Network. We believe we have the largest independent replacement tire distribution network in North America with more than 140 distribution centers and approximately 1,300 delivery vehicles. Our distribution footprint services geographic regions in the ~~number~~United States that represented more than 90% of the replacement tire ~~SKUs;~~market for passenger and light truck tires in 2014, and we believe our geographic coverage in Canada is also very extensive. Our extensive distribution footprint, combined with sophisticated inventory management and logistics technologies, enable us to deliver the vast majority of orders on a same or next day basis, which is critical for tire retailers who are typically limited by physical inventory capacity and working capital constraints. Our delivery technologies allow us to more effectively and efficiently organize and optimize our route systems to provide timely product delivery. Our distribution systems in the U.S. are integrated with our proprietary business-to-business ATDOnline® order fulfillment system that captures more than 68% of our orders electronically, and our Oracle ERP system provides a scalable platform that can support future growth and ongoing cost reduction initiatives, including warehouse and truck management systems, which we believe will allow us to continue reducing warehouse and delivery costs per unit. We are in the process of implementing our Oracle ERP platform in Canada.

•Broad ~~growth~~Product Offering from Diverse Supplier Base. We believe we offer the most comprehensive selection of passenger and light truck tires in the industry through a diverse group of suppliers. We supply nine of the top ten leading passenger and light truck tire brands, and we carry the flag brands from each of the four largest tire manufacturers —Bridgestone, Continental, Goodyear and Michelin — as well as the Cooper, Hankook, Kumho, Nexen, Nitto/Toyo and Pirelli brands. Our tire product line includes a full suite of flag, associate and proprietary brand tires, allowing us to service a broad range of price points from entry level imported products to the faster-growing ultra-high performance category. Through our acquisition of Hercules, we also own and market our proprietary Hercules® brand, the number one private brand in North America in 2014 based on unit sales. In addition to tires, we also offer custom wheels and accessories and related tire ~~segment;~~supplies and tools. We believe that our broad product offering drives increased sales among existing customers, attracts new customers and maximizes customer retention.

•Broad ~~shortening~~Range of Value-Added Services. We provide a wide range of services that we believe enable our tire ~~replacement~~retailer ~~cycles~~customers ~~due~~to operate their businesses more profitably. These services include convenient access to ~~changes~~and timely delivery of the broadest product offerings available in the industry, as well as fundamental business support services, such as administration of tire manufacturer affiliate programs and credit, training and access to consumer market data, which enable our tire retailer customers to better service their individual markets. We provide our U.S. customers with convenient 24/7 access to our extensive product ~~mix~~offerings ~~that~~through ~~increasingly~~our ~~favor~~innovative ~~high~~and ~~performance~~proprietary business-to-business web portal, ATDOnline®. Our online services also include TireBuyer.com®, which allows our U.S. independent tire retailers to participate in the Internet marketing of tires to consumers. We also provide select, qualified U.S. independent tire retailers with the opportunity to participate in our Tire Pros® franchise program through which ~~have~~they ~~shorter~~receive ~~average~~advertising ~~lives~~and marketing support and the benefits of a national brand identity. We believe our value-added services as well as the integration between our infrastructure and our customers’ operations enable us to maintain high rates of customer retention and build strong customer loyalty.

Diversified Customer Base and Longstanding Customer Relationships Across Multiple Channels. We serve a highly diversified customer base in each of the key market channels, including local, regional and national independent tire retailers, mass merchandisers, warehouse clubs, tire manufacturer-owned stores, automotive dealerships and web-based marketers. We believe we are the only distributor of replacement tires in North America that services each of these key market channels. Our ~~Business~~business ~~Strategy~~is diversified across the key market channels and reflects the evolving complexity of the North American replacement tire market, with independent tire retailers accounting for 78% of our net sales in 2014 as compared to 85% of our net sales in 2009. We believe we are a top supplier to many of our customers and maintain relationships with our top 20 customers that exceed a decade on average. We believe the diversity of our customer base and the strength of our customer relationships present an opportunity to grow market share regardless of macroeconomic and replacement tire market conditions.

Consistent Financial Performance and Strong Cash Flow Generation. Our ~~objective~~financial ~~is to~~performance behas ~~the~~benefited ~~largest~~from ~~distributor~~substantial ofgrowth ~~replacement~~that has ~~tires~~been toachieved ~~local,~~based ~~regional~~on ~~and~~a ~~national~~combination ~~independent~~of ~~U.S.~~organic initiatives and ~~Canadian~~acquisitions. ~~tire~~In ~~retailers~~addition, aswe ~~well~~believe as the ~~various~~low ~~national~~capital ~~and~~intensity ~~corporate~~of ~~accounts~~our ~~while~~business ~~providing~~combined with the efficient management of our ~~customers~~working acapital, ~~critical~~due ~~range~~in ofpart ~~services~~to ~~such~~our advanced inventory asmanagement ~~frequent~~systems ~~and~~in ~~timely~~the ~~delivery~~United States that we are also in the process of ~~inventory~~implementing asin ~~well~~Canada, asand ~~business~~close ~~support~~vendor ~~services.~~relationships, Wewill ~~intend~~enable us to ~~accomplish~~generate ~~this~~strong ~~objective~~cash flows. In addition, ~~drive~~as ~~above-market~~a ~~growth~~result ~~and~~of ~~further~~our ~~enhance~~presence ~~profitability~~in each major channel within the replacement tire market and ~~cash~~based ~~flow~~upon byour ~~executing~~ability ~~the~~to ~~following~~rationalize ~~key~~our operating ~~strategies:~~ costs, as necessary, we experienced only moderate margin contraction during the recent economic downturn.

~~Leverage~~Experienced ~~Our~~Management ~~Infrastructure~~Team inSupported ~~Existing~~by ~~Markets~~Strong Equity Sponsorship. ~~Through~~Our ~~infrastructure~~senior ~~expansions~~management ~~over~~team, ~~the~~led ~~past~~by ~~several~~our ~~years~~President and Chief Executive Officer William E. Berry, wehas ~~have~~an ~~developed a~~average ~~scalable~~of ~~platform~~over ~~with~~20 ~~available~~years ~~incremental~~of ~~distribution~~experience ~~capacity.~~in ~~Our~~the replacement tire distribution ~~infrastructure~~industry. ~~enables~~Although uswe tohave ~~efficiently~~experienced ~~add~~net ~~new~~losses ~~customers~~for ~~and~~the ~~service~~past ~~growing~~three ~~channels~~years, ~~such~~management ashas ~~automotive~~implemented ~~dealerships,~~successful ~~thereby~~initiatives ~~increasing~~in ~~profitability by~~a ~~leveraging~~leverage environment, including the ~~utilization~~execution of ~~our~~a ~~existing~~disciplined ~~assets.~~acquisition Westrategy, ~~believe~~which has contributed to our ~~relative~~gross ~~penetration~~profit inexpansion ~~existing~~and ~~markets~~above-market isnet ~~largely~~sales agrowth ~~function~~during ofthat ~~the~~period. ~~services~~In addition, we ~~offer~~have ~~and~~reduced costs through the ~~length~~integration of operating systems and introduction of ~~time~~standard weoperating ~~have~~practices, ~~operated~~particularly ~~locally.~~in ~~Specifically~~the United States, resulting in ~~new~~improved ~~markets~~operating efficiencies, wereduced ~~have experienced~~headcount ~~growth~~and inimproved ~~market~~operating ~~share~~profit ~~over~~at ~~time,~~existing and inacquired ~~markets~~locations. ~~that~~We wealso benefit ~~have~~from ~~served~~ the ~~longest,~~extensive wemanagement ~~generally~~and ~~have~~business ~~market~~experience ~~share~~provided ~~well~~by inour ~~excess~~equity ofsponsors, ~~our~~TPG ~~national~~and ~~average~~Ares.

Maintain a Comprehensive and Deep Tire Portfolio to Meet Our Customers’ Needs. We provide a broad range of products covering all price points from entry level imported products to faster growing high and ultra-high performance tires, through a full suite of flag, associate and proprietary brand tires. We will continue to focus on high and ultra-high performance tires, given the growth in demand for such tires, while maintaining our emphasis on providing broad market and entry level tire offerings. Our comprehensive tire portfolio is designed to satisfy all of our customers’ needs and allow us to become the supplier of choice, thereby increasing customer penetration and retention.

Utilize Technology Platform to Continue to Increase Distribution Efficiency. We intend to continue to invest in our inventory and warehouse management systems and logistics technology in order to further increase our efficiency and profit margins and improve customer service. We continue to evaluate and incorporate technical solutions including our current roll out of handheld scanning for receiving, picking and delivery of products to our customers. We believe these increased efficiencies will continue to enhance our reputation with our customers for providing a high level of prompt customer service, while also reducing costs.

Continue to Expand in Existing and New Geographic Markets. While we have the largest distribution footprint in the U.S. and Canadian replacement tire markets, we have limited or no market presence in certain geographic areas in the contiguous United States and Canada. We intend to enter into previously underserved geographic markets as well as expand in our existing markets in the United States and Canada by opening new distribution centers and/or through opportunistic acquisitions. Our acquisition strategy allows us to increase our share in existing markets and add distribution in new markets, utilizing our scale to realize cost savings. We believe our position as the leading replacement tire distributor in North America, combined with our access to capital and our scalable platform, allows us to make acquisitions at attractive post-synergy valuations.

Expand Penetration of the Emerging Automotive Dealership Channel. Automotive dealerships are focused on growing their service business in an effort to expand profitability, and we believe they view having replacement tire capabilities as an important service element. Over the past few years we have steadily trained and deployed sales personnel to help build our sales at these accounts. We continue to invest and focus resources in this channel to strengthen and expand our relationships with the automobile manufacturers and further grow our share of tire sales to their dealerships.

Grow TireBuyer.com® into a Premier Internet Tire Provider. TireBuyer.com® is an Internet site that enables our U.S. independent tire retailer customers to connect with consumers and sell to them over the Internet. TireBuyer.com® allows our broad base of independent tire retailer customers to participate in a greater share of the growing Internet tire market. We believe that TireBuyer.com® complements and services our participating U.S. independent tire retailers by providing them access to a sales and marketing channel previously unavailable to them. The site was re-launched in 2012 on a faster and more flexible platform to better respond to the needs of our customers and improve the overall consumer experience on the site.

Our ~~Competitive~~Business ~~Strengths~~Strategy

WeOur ~~believe~~objective is to further expand our position as the ~~following~~largest distributor of replacement tires in North America and establish our company as the leading distributor in each of the key ~~strengths~~market ~~position~~channels usthat ~~well~~we serve, while continuing to ~~maintain~~provide our ~~ability~~customers towith ~~achieve~~a ~~revenue~~range ~~growth~~of invalue-added ~~excess~~services such as frequent and timely delivery of inventory, the ~~U.S.~~broadest and ~~Canadian~~deepest range of products, ~~replacement~~and ~~tire~~other ~~industry~~business support services. We intend to accomplish this objective, drive above-market growth and further enhance our profitability and cash flows by executing on the following key operating strategies:

~~Leading~~Grow ~~Position~~Organically in aExisting ~~Highly-Fragmented Marketplace~~Markets. WeIt ~~are~~is ~~the~~at ~~leading replacement tire distributor in~~ the ~~United~~core ~~States with an estimated market share~~ of ~~approximately~~our ~~10%.~~strategy ~~Our~~to ~~estimated~~grow ~~share~~our ofprofits ~~the replacement passenger~~ and ~~light~~cash ~~truck~~flows ~~tire~~organically ~~market~~through infurther penetration ~~Canada~~of isall ~~approximately 12%. We believe our scale provides us~~ key ~~competitive~~market ~~advantages relative to our smaller~~channels, ~~and~~through ~~generally~~greenfield ~~regionally-focused~~expansion, ~~competitors.~~through ~~These~~further ~~include~~penetration ~~the ability to: efficiently stock and deliver a wide variety~~ of ~~tires,~~our ~~custom~~Hercules® ~~wheels~~brand, ~~tire~~the ~~supplies,~~number ~~tools~~one ~~and~~private ~~accessories;~~brand ~~invest~~ in ~~services,~~North ~~including~~America ~~sales~~in ~~tools~~2014 ~~and~~based on ~~technologies~~unit sales, tothrough ~~support~~further ~~our~~establishment ~~customers;~~ and ~~realize~~expansion ~~operating~~of ~~efficiencies from our scalable infrastructure~~TireBuyer. ~~We believe our leading market position~~com®, ~~combined~~and ~~with~~through ~~our~~further ~~commitment~~expansion toand ~~distribution,~~development asof ~~opposed to the retail operations engaged in by~~ our ~~customers,~~ ~~enhances~~value-added ~~our ability to expand our sales footprint cost effectively both in our existing markets and in new domestic geographic markets~~services.

~~Extensive~~Expand ~~and~~Penetration ~~Efficient~~in ~~Distribution~~Each ~~Network~~of the Key Market Channels. We ~~believe~~have wea ~~have~~significant ~~the~~presence ~~largest~~in ~~independent~~each ~~replacement~~of ~~tire~~the ~~distribution~~key ~~network~~market inchannels, ~~North~~including ~~America~~local, ~~with~~regional ~~133~~and ~~distribution~~national ~~centers~~independent ~~and~~tire ~~approximately 1~~retailers,~~000~~ ~~delivery~~mass ~~vehicles~~merchandisers, ~~serving~~warehouse aclubs, ~~majority~~tire ofmanufacturer-owned ~~the~~stores, ~~contiguous~~automotive ~~United~~dealerships ~~States~~ and ~~Canada~~web-based marketers. ~~Our~~We ~~extensive~~regularly ~~distribution~~seek ~~footprint,~~opportunities ~~combined~~to ~~with~~grow our ~~sophisticated~~market ~~inventory~~share ~~management~~in ~~and~~each ~~logistics~~channel by ~~technologies,~~customizing ~~enables~~our ussales strategies to ~~deliver~~suit the ~~vast~~particular ~~majority~~needs of ~~orders~~that ~~on a same or next day basis~~channel, ~~which~~and isare ~~critical~~focused ~~for~~on ~~tire~~training ~~retailers~~and ~~who~~deploying ~~are~~sales ~~typically~~personnel ~~limited~~to byhelp ~~physical~~build ~~inventory~~our ~~capacity~~sales, ~~and~~particularly ~~working~~in ~~capital~~the ~~constraints.~~faster-growing ~~Our~~automotive ~~delivery~~dealership ~~technologies allow~~channel, ~~us to more effectively~~ and ~~efficiently~~strengthen ~~organize~~ and expand ~~optimize~~ our ~~route~~relationships ~~systems~~with ~~to provide timely product delivery~~retailers. ~~Our~~We ~~Oracle~~have ~~ERP~~observed ~~system~~an ~~provides~~increase ain ~~scalable~~sales ~~platform~~through ~~that~~web-based ~~can~~marketers ~~support future growth~~ and ~~ongoing~~seek ~~cost~~to ~~reduction~~grow ~~initiatives, including~~our ~~warehouse~~presence ~~and~~in ~~truck~~that ~~management~~channel ~~systems,~~through ~~which~~our weInternet ~~believe will allow us to continue reducing warehouse and delivery costs per unit~~site, TireBuyer.com®.

~~Broad~~Continue ~~Product~~Greenfield ~~Offering~~Expansion ~~from~~in ~~Diverse~~Existing ~~Supplier~~and ~~Base~~New Geographic Markets. WeWhile ~~believe~~ we ~~offer~~already have the ~~most~~largest ~~comprehensive~~distribution ~~selection~~footprint ~~of tires~~ in the ~~industry through~~North aAmerican ~~diverse~~replacement ~~group~~tire ofmarket, ~~suppliers.~~servicing Wegeographic ~~supply~~regions of the ~~top~~United ~~ten~~States ~~leading~~that ~~passenger~~represented ~~tire~~more ~~brands,~~than ~~and~~90% weof ~~carry~~ the ~~flag~~replacement ~~brands~~tire ~~from~~market ~~each~~for ofpassenger ~~the~~and light ~~four~~truck ~~largest~~tires ~~tire~~in ~~manufacturers~~2014 —and ~~Bridgestone,~~with ~~Continental,~~geographic ~~Goodyear~~coverage ~~and Michelin~~in —Canada asthat ~~well~~we asbelieve ~~the~~is ~~Hankook,~~also ~~Kumho,~~very ~~Nexen~~extensive, ~~Nitto~~we ~~and~~believe ~~Pirelli~~there ~~brands.~~are ~~Our~~numerous ~~tire~~further ~~product~~underserved ~~line~~areas ~~includes~~in aboth ~~full~~our ~~suite~~existing ofgeographic ~~flag,~~markets ~~associate~~as ~~and~~well ~~proprietary~~as ~~brand~~in ~~tires,~~areas ~~allowing~~not uscurrently toserviced ~~service~~by ~~a broad~~us ~~range~~that ofare ~~price~~favorably ~~points~~situated ~~from entry level imported products~~ to ~~the~~support ~~faster~~and ~~growing~~grow ~~ultra-high~~additional ~~performance~~distribution ~~category~~centers. InSince ~~addition to tires~~2010, we ~~also~~have ~~offer~~successfully ~~custom~~opened ~~wheels~~23 ~~and~~greenfield ~~accessories~~distribution centers, and ~~related~~we ~~tire~~intend ~~supplies~~to ~~and~~continue ~~tools.~~to Weexpand ~~believe that~~ our ~~broad~~existing ~~product offering~~footprint ~~drives~~in ~~penetration~~the ~~among~~United ~~existing~~States ~~customers,~~and ~~attracts~~Canada in ~~new~~areas ~~customers~~where ~~and~~we ~~maximizes~~see ~~customer retention~~opportunities.

~~Broad~~Expand ~~Range~~our ~~of Critical~~Hercules® ~~Services~~Brand. WeThrough our ~~provide~~acquisition ~~a critical range~~ of ~~services~~Hercules, ~~which~~we ~~enable~~now ~~our~~market ~~tire~~the ~~retailer~~proprietary ~~customers~~Hercules® tobrand, ~~operate~~the ~~their~~number ~~businesses~~one ~~more~~private ~~profitably.~~brand ~~These~~in ~~services~~North ~~include~~America ~~convenient~~in ~~access~~2014 tobased ~~and~~on ~~timely~~unit ~~delivery~~sales. ofWe ~~the~~believe ~~broadest~~our ~~product offerings~~expansive ~~available~~distribution network in the ~~industry,~~United asStates ~~well as fundamental business support services, such as credit, training~~ and ~~access to consumer market data~~Canada, ~~that~~combined ~~enable~~with our ~~tire~~greater ~~retailer~~access ~~customers~~ to ~~better service their individual markets~~capital, ~~and~~will ~~administration~~allow ofus ~~tire manufacturer affiliate programs. We provide our U.S. customers with convenient 24/7 access~~ to ~~our~~both ~~extensive~~expand product ~~offerings~~availability ~~through our innovative~~ and ~~proprietary~~increase ~~business-to-business~~market ~~web~~share ~~portal,~~of ~~ATDOnline®. Our online services also include~~the ~~TireBuyer.com~~Hercules® ~~to allow our U~~brand.S. ~~independent~~Further, ~~tire~~we ~~retailer~~expect ~~customers~~that toHercules’ ~~participate in the Internet marketing of tires to consumers. The site was re~~multi-~~launched~~decade inAsian ~~2012~~sourcing ~~on a new faster and more flexible platform to better respond to the needs of our customers and improve the overall consumer~~ experience, onincluding ~~the~~its ~~site. We also provide select~~250,000 ~~qualified~~square ~~U.S.~~foot ~~independent~~warehouse ~~tire~~in ~~retailers~~northern ~~with~~China, ~~the~~will ~~opportunity~~enhance ~~to participate in~~ our ~~Tire Pros® franchise program through which they receive~~supply ~~advertising~~ and ~~marketing~~distribution ~~support and the benefits of a national brand identity~~capabilities.

~~Diversified~~Grow ~~Customer~~TireBuyer.com® ~~Base~~into ~~and~~a ~~Longstanding~~Premier Internet ~~Customer~~Tire ~~Relationships~~Provider. WeTireBuyer.com® ~~serve~~is aour ~~highly~~Internet ~~diversified~~site ~~customer~~that ~~base~~enables ~~comprised~~our ofU.S. ~~local,~~independent ~~regional~~tire ~~and~~retailer ~~national~~customers to connect with consumers. TireBuyer.com® allows our broad base of independent tire retailers, ~~automotive~~to ~~dealerships,~~participate ~~tire~~in ~~manufacturer-owned~~a ~~stores~~greater ~~and~~share ~~mass~~of ~~merchandisers~~the growing Internet tire market. We believe wethat ~~are~~TireBuyer.com® acomplements ~~top supplier~~and toservices ~~many~~our ofparticipating ~~our~~U.S. ~~customers~~independent ~~and~~tire ~~maintain~~retailers ~~customer~~by ~~relationships~~providing ~~that~~them ~~exceed~~access to a ~~decade~~sales onand ~~average~~marketing ~~for~~channel ~~our~~previously ~~top~~unavailable 20to ~~customers~~them. WeIn ~~believe~~2012, the ~~diversity~~TireBuyer.com® ofsite ~~our~~was ~~customer~~re-launched ~~base~~on ~~and~~a ~~the~~newer, ~~strength~~faster ofand ~~our~~more ~~customer~~flexible ~~relationships~~platform, ~~present~~which anwe ~~opportunity~~believe ~~to grow~~has ~~market~~enhanced ~~share~~the ~~regardless~~overall ofconsumer ~~macroeconomic~~experience and ~~replacement~~resulted ~~tire~~in ~~market~~increased ~~conditions~~traffic to the site.

~~Consistent~~Continue ~~Financial~~to ~~Performance~~Develop and ~~Strong~~Expand ~~Cash Flow~~our ~~Generation~~Value-Added Services. Our ~~financial~~Tire ~~performance~~Pros® franchise ~~has~~program ~~benefited~~enables us to deliver advertising and marketing support to tire retailers operating as Tire Pros® franchisees. The Tire Pros® franchise program allows participating local tire retailers to enjoy the benefits of a national brand identity with minimal investment, while still maintaining their local identities. In return, we benefit from ~~substantial~~increasing ~~growth~~volume ~~that~~penetration ~~has~~among, ~~been~~and ~~achieved~~further ~~based~~aligning ourselves with, our franchisees. We are focused on acontinuing ~~combination~~to ofupgrade ~~organic~~and ~~initiatives~~improve the Tire Pros® franchise program and ~~acquisitions~~seek opportunities to develop similar programs in the future. In addition, ~~the~~individual ~~low~~manufacturers ~~capital~~offer ~~intensity~~a variety of ~~our~~relatively ~~business~~complex ~~combined~~programs ~~with~~for ~~the~~tire retailers that sell their products, providing cooperative advertising funds, ~~efficient~~volume ~~management~~discounts and other incentives. As part of our ~~working~~service ~~capital~~to our customers, ~~due~~we toassist ~~our~~them ~~advanced~~in ~~inventory~~managing ~~management~~the ~~systems~~administration ~~and~~of ~~close~~these ~~vendor~~programs ~~relationships~~through dedicated staff. We believe these enhancements, ~~has~~combined ~~historically~~with ~~enabled~~other usaspects toof ~~generate~~our ~~strong~~customer service, ~~cash~~provide ~~flow~~significant ~~from~~value ~~operations~~to our customers.

~~Experienced~~Selectively ~~Management~~Pursue ~~Team~~Acquisitions. ~~Supported~~We byexpect ~~Strong~~to ~~Equity~~continue ~~Sponsorship.~~to ~~Our~~employ ~~senior~~a ~~management~~selective acquisition ~~team,~~strategy ~~led~~to byincrease our ~~President~~share ~~and~~in ~~CEO~~the ~~William~~markets ~~E. Berry,~~we ~~has~~currently anservice ~~average~~as ofwell ~~over~~as 23to ~~years~~expand ofour ~~experience in the replacement tire~~ distribution ~~industry.~~into ~~Management~~new ~~has~~markets, autilizing ~~proven~~our ~~track~~scale ~~record~~in ofan ~~implementing~~effort ~~successful~~to ~~initiatives~~realize insignificant asynergies. ~~leverage~~Over ~~environment,~~the ~~including~~past ~~the~~seven ~~execution~~years ofwe ahave ~~disciplined~~successfully ~~acquisition~~acquired ~~strategy,~~and ~~which~~integrated ~~has~~20 ~~contributed~~businesses torepresenting, ~~our~~in ~~gross~~the ~~profit~~aggregate, ~~expansion~~over ~~and~~$2 ~~above-market~~billion ~~net~~in ~~sales~~annual ~~growth~~revenue. InWe ~~addition,~~believe weour ~~have~~position ~~reduced~~as ~~costs through~~ the ~~integration~~largest ofdistributor ~~operating systems and introduction~~ of ~~standard~~replacement ~~operating~~tires ~~practices across all locations, resulting~~ in ~~improved~~North ~~operating efficiencies~~America, ~~reduced~~combined ~~headcount~~with ~~and~~our ~~improved~~access ~~operating~~to ~~profit~~capital ~~at existing~~ and ~~acquired~~our ~~locations.~~scalable platform, Wehas ~~also~~allowed ~~benefit~~us ~~from~~to ~~the~~make ~~extensive~~acquisitions ~~management~~at ~~and~~very ~~business~~attractive ~~experience~~post-synergy ~~provided by our Sponsor, TPG~~valuations.

Leverage Our Infrastructure in Existing Markets. Through infrastructure expansions over the past several years in the United States, we have developed a scalable platform with available incremental distribution capacity. Our distribution infrastructure enables us to efficiently add new customers, such as corporate accounts, and service growing channels, such as automotive dealerships, thereby increasing profitability by leveraging the utilization of our existing assets. We expect to complete the implementation of a similar platform in Canada during 2015. We believe our relative penetration in existing markets is largely a function of the services we offer and the length of time we have operated locally. Specifically, in new geographic markets, we have experienced growth in market share over time, and in markets that we have served the longest, we generally have market share well in excess of our national average.

Utilize Technology Platform to Continue to Increase Distribution Efficiency. We intend to continue to invest in our inventory and warehouse management systems and logistics technology in order to further increase our efficiency and profit margins and improve customer service. For example, we operate our Oracle ERP platform in the United States and are in the process of implementing it in Canada. We continue to evaluate and incorporate technical solutions including utilization of handheld scanning for receiving, picking and delivery of products to our customers. We believe these increased efficiencies will continue to enhance our reputation with our customers for providing timely service, while also reducing costs. Additionally, we continue to roll out customized electronic solutions and POS system integration for our larger customers.

Maintain a Comprehensive and Deep Tire Portfolio to Meet Our Customers’ Needs. We provide a wide range of products covering a broad range of price points, from entry-level imported products to offerings in the faster-growing high-performance tire market, through a full suite of flag, associate and proprietary brand tires. We acquired the Hercules^® brand in January 2014 and intend to further expand its market presence throughout North America. We intent to continue to focus on high-performance tires, given the growth in demand for such tires, while maintaining our emphasis on providing broad and entry-level tire offerings. Our comprehensive tire portfolio is designed to satisfy all of our customers’ needs and allow us to become the supplier of choice, thereby increasing customer penetration and retention across all channels.

Products

We provide our customers with a ~~complete~~comprehensive ~~package~~portfolio of tires, tire supplies and tools as well as custom wheels and accessories. During ~~2013~~ 2014, tire sales accounted for 97.47% of our net sales. Tire supplies, tools and custom wheels and accessories represented approximately 2.63% of our net sales.

Tires

We sell a broad selection of replacement tires, from well-known flag brands, aswhich ~~well~~typically ascarry ~~lower~~a premium price ~~point~~and ~~associate~~profit ~~and~~per ~~proprietary~~tire, ~~brand~~to ~~tires~~entry-level imported brands. We believe our ~~large,~~ability ~~diverse~~to ~~product~~offer ~~offering~~tires ~~allows~~across multiple industry tiers provides us with a competitive advantage by enabling us to service ~~the~~a broad range of price points in the replacement tire market. Sales of passenger and light truck tires accounted for 82.36% of our net sales in fiscal ~~2013~~2014. The remainder of our tire sales was for medium trucks, farm vehicles and other specialty tires.

Flag brands. Flag brands, which have the greatest brand recognition as a result of both strong sales and strong marketing support from tire manufacturers, are generally premium-quality and premium-priced offerings. ~~The~~We believe the flag brands that we sell have high consumer recognition and generate higher per-tire profit than associate or proprietary brands. We carry the flag brands from each of the four largest tire manufacturers — Bridgestone, Continental, Goodyear and Michelin — as well as the Cooper, Hankook, Kumho, Nexen, Nitto/Toyo and Pirelli brands. Within our flag brand product portfolio, we also carry high ~~and ultra~~-~~high~~ performance tires.

Associate brands. Associate brands are primarily lower-priced tires manufactured by well-known manufacturers offered under different brand names. Our associate brands, such as Fuzion®, allow us to offer tires in a wider price range. In addition, associate brands are attractive to our tire retailer customers ~~because~~as they ~~may~~are ~~count~~regularly ~~towards~~subject ~~various~~to incentive programs offered by manufacturers.

Proprietary and exclusive brands. ~~Our~~ ~~Capitol~~Through our acquisition of Hercules, we own and market our proprietary Hercules® brand, isthe number one private brand in North America in 2014 based on unit sales. The Hercules® brand includes a full line of tires for passenger cars as well as light and medium trucks. Additionally, our Capitol® and Ironman® brands are lower-priced ~~tire~~tires made by tire manufacturers exclusively for, and marketed by, us ~~for which we hold the trademark~~. ~~This~~These ~~brand~~brands, in which we hold or control the trademark, ~~strengthens~~strengthen our entry-level priced product offering and ~~allows~~allow us to sell value-oriented tires to tire retailers, increasing our overall market penetration.

Entry level imported brands. Entry level imported brands are exclusively lower-priced tires manufactured offshore, and predominately ~~Chinese~~ ~~manufactured~~by Asia-based manufacturers. Our entry level imported brands allow us to offer tires in a wider price range including opening price point products.

Custom Wheels and Accessories

Custom wheels directly complement our tire products as many custom wheel consumers purchase tires when purchasing wheels. Customers can order custom wheels and accessories from us separately or in addition to their regular tire orders without the added complexity of being serviced by an additional vendor. We offer over 25 different wheel brands, along with installation and service accessories. Of these brands, five are proprietary: ICW^® Racing, Pacer^®, Drifz^®, Cruiser Alloy^® and O.E. Performance^®. An additional four brands are national and exclusive to us: Gear Alloy, Motiv LuxuryAlloys, TIS (Twenty Inches Strong) and Dropstars which also includes Monster Energy Edition wheel styles. Other nationally available non-exclusive brands complement our offering such as Advanti Racing, Black Rock, BMF, Cragar, Dick Cepek, Fondmetal, Focal, Platinum, Lexani, Mickey Thompson, Mamba, Konig and Ultra Wheel. Collectively, these brands represent one of the most comprehensive wheel offerings in the industry. Sourcing of product is worldwide through a number of manufacturers.

Tire Supplies and Tools

We supply our customers with a wide array of tire supplies and tools which we believe enable them to better service their customers as well as help them become a more profitable business. Our tire supplies and tools are the most popular brand names from leading manufacturers. These products broaden our portfolio and leverage our customer relationships.

Competition

The U.S. and Canadian tire distribution industry is highly competitive and fragmented. In these markets, replacement tires are sold to consumers through several different outlets, including local, regional and national independent tire retailers, mass merchandisers, warehouse clubs, tire manufacturer-owned stores, automotive dealerships and web-based marketers. We compete with a number of tire distributors on a regional basis.

Our main competitors include TBC/Treadways Wholesale (owned by Sumitomo), which has retail operations that compete with its distribution customers, and TCI Tire Centers. In the automotive dealership channel, our principal competitor is Dealer Tire, which is focused principally on administering replacement tire programs for selected automobile manufacturers’ dealerships. In the online channel, our principal competitor is Tire Rack, which is principally focused on high and ultra-high performance offerings, acting as

both a retailer and a wholesaler. We face competition from smaller regional companies and would be adversely affected if mass merchandisers and warehouse clubs gained market share from local independent tire retailers, as our market share in those channels is lower.

Customers

We serve a highly diversified customer base comprised of local, regional and national independent tire retailers, asmass ~~well~~merchandisers, aswarehouse ~~various~~clubs, ~~national and~~tire-manufacturer-owned ~~corporate accounts. During fiscal 2013~~stores, weautomotive ~~sold~~dealerships toand ~~approximately~~web-based ~~72,000~~marketers. ~~customers~~We ~~(approximately~~sell ~~64,000~~to inmore ~~the~~than ~~U.S. and 8~~75,000 ~~in Canada)~~customers. In fiscal ~~2013~~ 2014, our largest customer and our top ten customers accounted for ~~less than 3~~2.19% and 1110.3%, respectively, of our net sales. We believe we are a top supplier to many of our customers and maintain ~~customer~~ relationships with our top 20 customers that exceed a decade on average ~~for our top 20 customers~~.

Suppliers

We purchase our tires from several sources, including the four largest tire manufacturers, Bridgestone, Continental, Goodyear and Michelin, from whom we bought ~~58.6~~56% of our tire products in fiscal ~~2013~~2014. In general, we do not have long-term supply agreements with tire manufacturers, instead relying on oral arrangements or written agreements that are renegotiated annually and can be terminated on short notice. However, we have conducted business with ~~many of~~ our major tire suppliers for an average of over 20 years, and we believe that we have good relationships with all of our major suppliers. In recent years, tire manufacturers have reduced the number of tire retailers they service directly. As a result of this change, tire retailers have increasingly relied on us, and we have become a more critical link between manufacturers and tire retailers.

There are a number of worldwide manufacturers of wheels and other automotive products. Most of the wheels we purchase are proprietary brands, namely, Pacer^®, Cruiser Alloy^®, Drifz^®, O.E. Performance^® and ICW^® Racing, and are produced by a variety of manufacturers.

Distribution System

We have designed our distribution system to deliver products from a wide variety of tire manufacturers to our tire retailer customers. In recent years, we believe tire manufacturers have reduced the number of tire retailers they service directly and tire retailers have reduced the inventory they hold. At the same time, the depth and breadth of replacement SKUs has continued to expand. As a result of these changes, tire retailers have increasingly relied on us and we have become a more critical link in enabling tire retailers to more efficiently manage their business.

We utilize a sophisticated inventory and delivery system to distribute our products to most customers on a same or next day basis. In our U.S. distribution centers, we use sophisticated bin locator systems, material handling equipment and routing software that link customer orders to our inventory and delivery routes. We believe this distribution system, which is integrated with our ~~innovative and~~ proprietary business-to-business ATDOnline® ordering and reporting system, provides us a competitive advantage by allowing us to ship customer orders quickly and efficiently while also reducing labor costs. Our logistics and routing technology uses third-party software packages and GPS systems, including dynamic routing and Roadnet 5000, to optimize route design and delivery capacity. Coupled with our fleet of approximately 1,~~000~~300 delivery vehicles, this technology enables us to cost effectively make multiple daily or weekly shipments to customers as necessary.

Approximately 80% of our U.S. tire purchases are shipped directly by tire manufacturers to our U.S. distribution centers. The remainder ~~are~~is shipped by manufacturers to our redistribution centers located in Maiden, North Carolina, and Bakersfield, California and ~~Chicago~~we have begun to roll out these technologies in Findley, ~~Illinois~~Ohio. These redistribution centers warehouse slower-moving and foreign-manufactured products, which are forwarded to our U.S. distribution centers as needed.

Information Systems

Through infrastructure expansions over the past several years, we have developed a scalable platform with incremental capacity available. We are currently finishing the U.S. implementation of an Oracle ERP system that supports future growth and ongoing cost reduction initiatives, including warehouse and truck management systems, which we believe will allow us to continue reducing warehouse and delivery costs per unit. The ERP implementation, which is nearing completion in the United States, has ~~basically~~largely replaced our legacy computer system. We continue to ~~evaluate~~implement ~~and incorporate~~ technical solutions ~~such~~across asthe United States including handheld scanning for receiving, picking and delivery of product to our customers. InWe ~~addition, we~~ are ~~evaluating~~preparing ~~the~~to ~~implementation~~implement ofa ~~our~~similar Oracle ERP platform, ~~near~~in ~~the~~Canada ~~beginning~~during of 2015. Additionally, inwe ~~Canada~~continue to roll out customized electronic solutions and POS system integration for our larger customers.

Inventory Control

We believe that we maintain levels of inventory that are adequate to meet our customers’ needs on a same day or next day basis. Since customers look to us to fulfill their needs on short notice, inventory levels are a primary focus of our business model. As a result, backlog of orders is not considered material to, or a significant factor in, evaluating and understanding our business. Our inventory levels are determined using sales data derived from distribution centers (on a combined basis, an individual basis or by geographic region) as well as from vendors who supply the distribution centers and retail customer stores that are served by the distribution center. All distribution centers stock a base inventory and may expand beyond preset inventory levels as deemed appropriate by their general managers. Computer systems monitor inventory levels for all stock items and quantities are periodically re-balanced from center-to-center.

Marketing and Customer Service

Our marketing efforts are focused on driving growth through customer service, additional product placement and market expansion. We provide a critical range of services which we believe enable our tire retailer customers to operate their businesses more profitably. These services include frequent and timely delivery of inventory, as well as fundamental business support services such as administration of tire manufacturer affiliate programs and credit, training and access to ~~customer~~consumer market data which enable our tire retailer customers to better service their individual markets. In addition, we provide our U.S. customers with an online web portal with convenient 24/7 access to our inventory, an ~~internet~~ Internet site that allows our U.S. tire retailer customers to participate in the ~~internet~~Internet marketing of tires to ~~customers~~consumers as well as a franchise program in the ~~U.S.~~United States where we deliver advertising and marketing support to our tire retailer customers.

Sales Force

We have structured our sales organization to best serve our existing customers and develop new prospective customers such as automotive dealerships. As the manufacturers have reduced their own sales staffs, our sales force has assumed the consultative role manufacturers previously provided to tire retailers. Our tire sales force consists of sales personnel at each distribution center plus a sales administrative team located at our field support center in Huntersville, North Carolina.

Sales teams, consisting of salespeople and customer service representatives, focus on tire retailers located within the service area of the distribution center and include a combination of tire-, wheel- and supplies-focused sales personnel. Some sales personnel visit targeted customers to advance our business opportunities and those of our customers, while other sales personnel remain at our facility, making client contact by telephone to advance specific products or programs. Customer service representatives manage incoming calls from customers and provide assistance with order placement, inventory inquiries and general customer support.

The Huntersville-based sales administrative team directs sales personnel at the distribution centers and manages our corporate account customers, including large national and regional retail tire and service companies. This team also manages our Huntersville-based call center, which provides call management assistance to the U.S. distribution centers during peak times of the day, thereby minimizing customer wait time, and also provides support upon any disruption in a distribution center’s local telephone service. They also serve as the primary point of contact for product and technical inquiries from TireBuyer.com^® shoppers.

Automotive dealerships are focused on growing their service business in an effort to expand profitability, and we believe they view having replacement tire capabilities as an important service element. Between 1990 and 2014, U.S. automotive dealerships have enjoyed a large increase in market share according to Modern Tire Dealer, moving from 1.0% of the U.S. replacement tire market to 8.0% of the market. Over the past few years we have steadily trained and deployed sales personnel to help build our sales at these accounts. We continue to invest and focus resources in this channel to strengthen and expand our relationships with the automobile manufacturers and further grow our share of tire sales to their dealerships.

Our aftermarket wheel sales group employs sales and technical support personnel in the field and performance specialists in each region. The responsibilities of this sales group include cultivating new prospective wheel and supplies customers as well as coordinating with tire sales professionals to cover existing accounts. The technical support professionals provide answers to customer questions regarding wheel style and fitment and supplies.

Automotive dealerships are focused on growing their service business in an effort to expand profitability, and we believe they view having replacement tire capabilities as an important service element. Between 1990 and 2013, U.S. automotive dealerships have enjoyed a large increase in market share according to Modern Tire Dealer, moving from 1.0% of the U.S. replacement tire market to 7.5% of the market. Over the past few years we have steadily trained and deployed sales personnel to help build our sales at these accounts. We continue to invest and focus resources in this channel to strengthen and expand our relationships with the automobile manufacturers and further grow our share of tire sales to their dealerships.

Tire Retailer Programs

Through our Tire Pros^® franchise program we deliver advertising and marketing support to U.S. tire retailer customers operating as Tire Pros^® franchisees. U.S. independent tire retailers participating in this franchise program enjoy the benefits of a national brand identity with minimal investment, while still maintaining their local identity. We anticipate increasing volume penetration among, and further aligning ourselves with, franchisees.

Individual manufacturers offer a variety of programs for tire retailers that sell their products, such as Bridgestone’s Affiliated Retailer Network, Continental’s Gold, Goodyear’s G³X, Kumho’s Fuel and Michelin’s Alliance. These programs, which are relatively complex, provide cooperative advertising funds, volume discounts and other incentives. As part of our service to our customers, we assist in the administration of managing these programs for the manufacturers and enhance these programs through dedicated staff to assist tire retailers in managing their participation. We believe these enhancements, combined with other aspects of our customer service, provide significant value to our customers.

We9 also offer our U.S. tire retailer customers ATDServiceBAY®, which makes available a comprehensive suite of benefits including nationwide tire and service warranties (through third-party warranty providers), a nationally accepted, private-label credit card (through GE Money), access to consumer market data and training and marketing programs to provide our tire retailer customers with the support and service that are critical to succeed in today’s increasingly competitive marketplace.

~~ATDOnline®~~We ~~provides~~also offer our U.S. ~~customers with~~tire ~~web-based~~retailer ~~online~~customers ~~ordering~~ATDServiceBAY®, ~~and~~which ~~24/7~~makes ~~access~~available toa ~~our~~comprehensive ~~inventory~~suite ~~availability~~of ~~and~~benefits ~~pricing.~~including ~~Orders~~nationwide ~~are~~tire ~~processed automatically~~ and ~~printed~~service inwarranties ~~the~~(through ~~appropriate~~third-party ~~distribution~~warranty ~~center~~providers), ~~within~~a ~~minutes~~nationally ofaccepted, ~~entry~~private-label ~~through ATDOnline®. Our customers are able to~~credit ~~track~~card ~~expected~~(through ~~deliveries~~Synchrony ~~and~~Financial), ~~retrieve~~access ~~copies of their signed delivery receipts. ATDOnline® also allows customers~~ to ~~track~~consumer ~~account~~market ~~balances~~data and ~~participation~~training inand ~~tire~~marketing ~~manufacturer incentive~~ programs. Weto ~~encourage~~provide our ~~customers~~tire toretailer ~~use~~customers ~~this~~with ~~system because~~the itsupport ~~represents a more efficient method of order entry~~ and ~~information~~service ~~access~~that ~~than~~are ~~traditional~~critical ~~order~~to ~~systems.~~succeed ~~In fiscal 2013, approximately 65% of our total order volume was ordered through ATDOnline®, up from 56%~~ in ~~fiscal~~today’s ~~2007~~increasingly competitive marketplace.

~~TireBuyer.com®~~Order isFulfillment an Internet site that enables our U.S. independent tire retailer customers to connect with consumers and sell to them over the Internet. Consumers using TireBuyer.com® choose to buy from a select, qualified independent tire retailer participating in our TireBuyer.com® program. We then distribute the purchased products to the selected tire retailer for local installation. The tire retailer receives the full revenue of the transaction, less any applicable processing fees, upon product installation. We employ a third-party provider to handle the online billing and payment process. We do not handle customers’ credit card or other sensitive information.

WeATDOnline® ~~account~~provides ~~for~~our ~~revenues~~U.S. ~~from~~customers ~~TireBuyer~~with web-based online ordering and 24/7 access to our inventory availability and pricing.~~com®~~ Orders are processed automatically and printed in the ~~same~~appropriate ~~manner~~distribution ascenter ~~other orders~~within ~~received~~minutes ~~from~~of ~~tire~~entry ~~retailer~~through ~~customers~~ATDOnline®. ~~The~~Our ~~TireBuyer~~customers are able to track expected deliveries and retrieve copies of their signed delivery receipts.~~com~~ ATDOnline® ~~transaction~~also ~~structure~~ allows uscustomers to ~~retain~~track ~~our~~account ~~distribution~~balances ~~focus,~~and ~~while~~participate ~~strengthening~~in ~~our~~tire ~~relationship~~manufacturer incentive ~~with~~programs. ~~our~~As ~~tire~~a ~~retailer~~key ~~customers~~element byof ~~providing~~our ~~them~~order ~~access~~fulfillment tostrategy, aATDOnline® ~~sales~~provides ~~and marketing~~a ~~channel~~robust ~~previously~~solution ~~unavailable~~for toorder-tracking, ~~them.~~logistics Inmanagement, ~~2012~~distribution, ~~the~~installation ~~TireBuyer~~and payment services.~~com®~~ ~~site~~We ~~was~~encourage ~~re-launched~~our oncustomers to use this system because it represents a ~~new~~more ~~platform~~efficient ~~that~~method isof ~~faster~~order entry and ~~more~~information ~~flexible~~access inthan ~~allowing~~traditional usorder tosystems. ~~respond~~In tofiscal ~~the~~2014, ~~needs~~approximately 68% of our ~~customers~~total ~~and~~order ~~enhancing~~volume ~~the~~was ~~overall consumer~~ordered ~~experience~~through ATDOnline®, up from 56% in fiscal 2007. ~~Consumer~~In ~~traffic~~2014, onwe ~~the~~updated this site ~~continues~~ to ~~increase~~provide a more modern platform with many upgrades and capabilities.

TireBuyer.com^® is an Internet site that enables our U.S. independent tire retailer customers to connect with consumers. Consumers using TireBuyer.com^® purchase products from us and then select a qualified independent tire retailer participating in our TireBuyer.com^® program for installation of their tires or wheels. We then deliver the purchased products to the selected tire retailer for local installation. The tire retailer charges the consumer for the installation costs upon product installation. We employ a third-party provider to handle the online billing and payment process. We do not handle customers’ credit cards or other sensitive information.

We account for revenues from TireBuyer.com^® in the same manner as other orders received from tire retailer customers. The TireBuyer.com^® transaction structure allows us to retain our distribution focus, while strengthening our relationship with our tire retailer customers by providing them access to a sales and marketing channel previously unavailable to them. In 2012, the TireBuyer.com^® site was re-launched on a newer, faster and more flexible platform, which has enhanced the overall consumer experience and resulted in increased traffic to the site.

Trademarks

The proprietary brand names under which we market our products are trademarks of our company. We value our brand names because they help develop brand identification. All of our trademarks are of perpetual duration as long as they are periodically renewed. We currently intend to maintain all of them in force. The principal proprietary brand names under which we market our products are: HERCULES® tires, IRONMAN® tires, CAPITOL® tires, NEGOTIATOR® tires, REGUL® tires, DYNATRAC® tires, CRUISERALLOY® custom wheels, DRIFZ® custom wheels, ICW® custom wheels, PACER® custom wheels and O.E. PERFORMANCE® custom wheels. Our other trademarks include: AMERICAN TIRE DISTRIBUTORS®, ATD®, TRICAN TIRE DISTRIBUTORS INC®, REGIONAL TIRE DISTRIBUTORS®, ATDONLINE®, ATDSERVICEBAY®, TIREBUYER.COM® and TIRE PROS®.

Competition

Our main competitors include TBC/Treadways Wholesale (owned by Sumitomo), which has retail operations that compete with its distribution customers, and TCI Tire Centers (owned by Michelin). In the automotive dealership channel, our principal competitor is Dealer Tire, which is focused principally on administering replacement tire programs for selected automobile manufacturers’ dealerships. In the online channel, our principal competitor is Tire Rack, which is principally focused on high-performance offerings, acting as both a retailer and a wholesaler.

Seasonality

Although the effects of seasonality in the United States are not significant to our business, we have historically experienced an increase in net sales in the second and third fiscal quarters and an increase in working capital in the first fiscal quarter. In Canada, however, as a result of the winter driving season we recognize a larger percentage of sales and EBITDA during the second half of the year.

Environmental Matters

Our operations and properties are subject to federal, state, foreign and local laws and regulations relating to the use, storage, handling, generation, transportation, treatment, emission, release, discharge and disposal of hazardous materials, substances and waste as well as relating to the investigation and clean-up of contaminated properties, including off-site disposal locations. We do not incur significant costs complying with environmental laws and regulations. However, we could be subject to material environmental costs, liabilities or claims in the future, especially in the event of the adoption of new environmental laws or changes in existing laws and regulations or in their interpretation.

Employees

As of ~~December~~January 283, ~~2013~~2015, our operations employed approximately 34,~~800~~700 people, approximately 34,~~400~~100 of ~~which~~whom are located in the U.S. and the balance located within our Canadian distribution centers. None of our employees are represented by a union. We believe our employee relations are satisfactory.

Available Information

We file reports and other information with the Securities and Exchange Commission (“SEC”). You may read and, for a fee, copy any document that we file with the SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We make available free of charge at www.atd-us.com (in the “Investors Relations” section) copies of materials we file with, or furnish to, the SEC. By referring to our corporate website, www.atd-us.com, we do not incorporate such website or its contents into this Annual Report on Form 10-K.

You may also request a copy of these filings at no cost, by writing or telephoning us at the following address:

American Tire Distributors Holdings, Inc.

Attention: Corporate Secretary

12200 Herbert Wayne Court

Suite 150

Huntersville, NC 28078

(704) 992-2000

1011

Item 1A.

Risk Factors.

You should carefully consider the risks described below when evaluating our business and operations. The risks described below could materially adversely affect our business, financial condition or results of operations.

Demand for tire products is lower when general economic conditions are weak. ~~Decreases~~and decreases in the availability of consumer credit or consumer spending ~~could~~ could adversely affect our business, results of operations or cash flows.

The popularity, supply and demand for tire products changes from year to year based on consumer confidence, the volume of tires reaching the replacement tire market and the level of personal discretionary income, among other factors. Decreases in the availability of consumer credit or decreases in consumer spending as a result of recent economic conditions, including increased unemployment and rising fuel prices, may cause consumers to delay tire purchases, reduce spending on tires or purchase less expensive tires. These changes in consumer behavior could reduce the number of tires we sell, reduce our net sales or cause a change in our product mix toward products with lower per-tire margins, any of which could adversely affect our business, results of operations or cash flows.

Local economic, employment, weather, transportation and other conditions also affect tire sales, on both a wholesale and retail basis. We cannot, as a result of these factors and others, assure you that our business will continue to generate sufficient cash flows to finance or grow our business or that our cash needs will not increase. Historically, we have experienced that rising fuel costs, higher unemployment and credit tightening cause a decrease in miles driven and consumer spending, both of which we believe cause a decrease in unit sales in the U.S. and Canadian replacement tire industry. Our business is adversely affected as a result of such industry-wide events and we may be adversely affected by similar events in the future.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our notes and our other indebtedness.

We have a substantial amount of debt, which requires significant interest and principal payments. As of ~~December~~January 283, ~~2013~~2015, we had approximately $~~967~~1,816.01 million of total indebtedness outstanding. In addition, on February 25, 2015, we ~~incurred~~issued ~~approximately~~10 1⁄4% ~~$261.5~~Senior ~~million~~Subordinated Notes due 2022 in ~~additional~~the ~~indebtedness~~aggregate onprincipal ~~January 31,~~amount ~~2014~~of in$855.0 ~~connection~~million ~~with~~and ~~our~~redeemed ~~acquisition~~all $425.0 million aggregate principal amount of ~~The~~ATDI’s ~~Hercules~~11.50% ~~Tire &~~Senior ~~Rubber Company~~Subordinated ~~(“Hercules”)~~Notes due 2018. Subject to the ~~limits~~restrictions contained in our ABL Facility, ~~the indenture governing~~ our ~~Senior~~Term ~~Secured Notes~~Loan, the indenture governing our ~~Senior~~notes ~~Subordinated Notes~~ and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. ~~For~~These restrictions ~~instance,~~will onnot ~~February 17,~~prevent ~~2014,~~us wefrom ~~entered~~incurring ~~into~~obligations athat ~~debt~~do ~~commitment~~not ~~financing~~constitute ~~letter~~indebtedness, ~~in connection~~may ~~with~~be ~~our~~waived ~~proposed~~by ~~acquisition~~certain votes of ~~Terry’s~~debt ~~Tire~~holders ~~Town Holdings~~and, ~~Inc.~~if ~~(“Terry’s~~we ~~Tire”).~~refinance ~~The~~our ~~commitment~~existing ~~letter~~indebtedness, ~~provides~~such ~~for~~refinancing anindebtedness ~~incremental~~may ~~$300.0~~contain ~~million~~fewer restrictions ~~senior~~on ~~secured~~our ~~term loan facility~~activities. ~~Subject~~To to the ~~terms~~extent ~~and conditions~~new ~~set~~indebtedness ~~forth~~or inother ~~the~~financial ~~commitment~~obligations ~~letter,~~are weadded ~~expect~~ to ~~use~~our ~~this~~and ~~incremental~~our ~~facility~~and toour ~~finance~~subsidiaries’ ~~the~~current ~~acquisition~~indebtedness ~~if it occurs. The acquisition is subject to a number of customer closing conditions. If we incur substantial additional debt~~levels, the ~~risks~~ related torisks ~~our~~that ~~high~~we ~~level~~and ofour ~~debt~~subsidiaries ~~will~~face ~~increase~~could intensify.

~~Specifically,~~Our ~~our~~substantial ~~high~~ level of ~~debt~~indebtedness could ~~have~~adversely ~~important~~affect ~~consequences~~our tofinancial condition and increase the possibility that we may be unable to ~~holders~~generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our ~~notes~~indebtedness. Our substantial indebtedness, ~~including~~combined ~~the~~with ~~following~~our other existing and any future financial obligations and contractual commitments, could have important consequences. For example, it could:

• ~~making~~make it more difficult for us to satisfy our obligations with respect to our ~~notes~~indebtedness, and ~~our~~any ~~other debt. Any~~ failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in a default under the ~~indenture governing our notes and the~~ agreements governing ~~our~~such ~~other debt~~indebtedness;

• ~~limiting~~require us to dedicate a substantial portion of our ~~ability~~cash flows from operations to ~~obtain~~payments ~~additional~~on ~~financing~~our toindebtedness, ~~fund~~thereby ~~future~~reducing funds available for working capital, capital expenditures, acquisitions, selling and ~~other~~marketing ~~general~~efforts, ~~corporate~~and ~~requirements~~other purposes;

• ~~requiring~~increase ~~a substantial portion of~~ our ~~cash~~vulnerability ~~flows~~ to beadverse ~~dedicated~~economic toand ~~debt~~industry ~~service payments instead of other purposes~~conditions, ~~thereby~~which ~~reducing~~could ~~the~~place ~~amount~~us ofat ~~cash~~a ~~flows~~competitive ~~available~~disadvantage ~~for~~compared ~~working~~to ~~capital,~~our ~~capital~~competitors ~~expenditures,~~that ~~acquisitions~~have ~~and~~proportionately ~~general~~less ~~corporate requirements~~indebtedness;

• ~~increasing~~increase our ~~vulnerability~~cost of borrowing and cause us to ~~general~~incur ~~adverse~~substantial ~~economic~~fees ~~and~~from ~~industry~~time ~~conditions~~to time in connection with debt amendments or refinancing;

• ~~exposing~~increase usour exposure to ~~the~~rising ~~risk of increased~~ interest rates asbecause a ~~significant~~portion ~~amount~~ of our borrowings ~~are~~is at variable ~~rates of~~ interest, ~~including borrowings under our ABL Facility~~rates;

• limiting our flexibility in planning for, ~~and~~or reacting to, changes in our business and the ~~industry~~industries in which we ~~compete~~operate; and

• ~~placing~~limit usour atability ato ~~disadvantage~~borrow ~~compared~~additional funds, or to ~~other~~dispose of assets to raise funds, ~~less~~if ~~leveraged~~needed, ~~competitors;~~for working capital, capital expenditures, acquisitions, selling and marketing efforts, and other corporate purposes.

•12 ~~increasing our cost of borrowing; and~~

• preventing us from raising the funds necessary to repurchase all notes tendered to us upon the occurrence of certain changes of control, which would constitute an event of default under the indenture governing our notes.

InWe ~~addition,~~depend ~~our~~on ~~credit~~manufacturers ~~agreement~~to ~~and~~provide ~~the~~us ~~indentures~~with ~~that~~the ~~govern~~products ~~our~~we ~~notes~~sell ~~contain~~and ~~restrictive covenants~~disruptions ~~that limit our ability to engage~~ in ~~activities~~these ~~that~~relationships or ~~may~~manufacturers’ beoperations ~~in our long term best interests. Our failure to comply with those covenants~~ could ~~result~~adversely inaffect anour ~~event~~results of ~~default which~~operations, iffinancial ~~not~~condition ~~cured~~ or ~~waived,~~cash ~~could result in the acceleration of all our debt~~flows.

There are a limited number of tire manufacturers worldwide. Accordingly, we rely on a limited number of tire manufacturers to supply us with the products we sell, including flag and associate brands and our proprietary brands. Our business depends on developing and maintaining productive relationships with these manufacturers. Outside of our proprietary brands, we do not have long-term contracts with these manufacturers, and we cannot assure you that these manufacturers will continue to supply products to us on favorable terms or at all. Many of our manufacturers are free to terminate their business relationship with us with little or no notice and may elect to do so for any reason or no reason. We believe that part of our value proposition is our ability to distribute the broadest product offering in our industry. As a result, if one or more of our manufacturers were to discontinue business with us, our business could be adversely affected by the negative impact on our reputation and ability to continue to deliver on this value proposition, as well as cause a decrease in net sales. Further, certain of our key suppliers also compete with us as they distribute and sell tires to certain of our tire retailer customers. A move towards this business model among our manufacturers could adversely affect our results of operations, financial condition or cash flows.

In addition, our growth strategy depends in part on our ability to make selective acquisitions, but manufacturers may not be willing to supply the companies we acquire, which could adversely affect our business and results of operations. Furthermore, we could be adversely affected if any significant manufacturer experiences financial, operational, production, supply, labor, regulatory or quality assurance difficulties that result in a reduction or interruption in our supply, or if they otherwise fail to meet our needs. These risks have been more pronounced recently in light of commodity price volatility and governmental actions. In addition, our failure to order or promptly pay for sufficient quantities of our products may result in an increase in the unit cost of the products we purchase, a reduction in cooperative advertising and marketing funds, or a manufacturer’s unwillingness or refusal to sell products to us. If we are required to replace one or more of our manufacturers, we could experience cost increases, time delays in deliveries and a loss of customers, any of which would adversely affect us. Finally, although most newly manufactured tires are sold in the replacement tire market, manufacturers pay disproportionate attention to automobile manufacturers that purchase tires for new cars. Increased demand from automobile manufacturers could result in cost increases and time delays in deliveries to us, any of which could adversely affect us.

We may not realize the growth opportunities and cost savings synergies that we anticipated from our recent acquisitions and strategic initiatives.

The benefits that we expect to achieve as a result of the recent acquisitions and strategic initiatives will depend in part on our ability to realize anticipated growth opportunities and cost savings synergies. Our success in realizing these opportunities and synergies and the timing of this realization depend on the successful integration of the acquired companies’ businesses and operations with our businesses and operations and the adoption of our respective best practices. Even if we are able to integrate these businesses and operations successfully and implement those strategic initiatives, it may not result in the realization of the full benefits of the growth opportunities and synergies we currently expect to achieve, within the anticipated time frame or at all. While we anticipate that substantial expenses will be incurred in connection with the integration of recent acquisitions, such expenses are difficult to estimate accurately, and may significantly exceed current estimates. Accordingly, the benefits from these acquisitions may be offset by unanticipated costs or delays in integrating the acquired companies.

The failure of our information technology systems could disrupt our business operations, which could have a material adverse effect on our business, financial condition and results of operations.

The operation of our business depends on our information technology systems. The failure of our information technology systems, including our Oracle ERP platform, to perform as we anticipate could disrupt our business substantially and could result in, among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, all of which could cause our business and results of operations to suffer. While we have made significant investments in our disaster recovery strategies and infrastructure, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, system conversions, security breaches, cyber-attacks, viruses and/or human error. In any such event, we could be required to make a significant investment to fix or replace information technology systems, and we could experience interruptions in our ability to service our customers. Additionally, we and our customers could suffer financial and reputational harm if customer or Company proprietary information was compromised by a security breach or cyber-attack. Any such damage or interruption could have a material adverse effect on our business, financial condition and results of operations.

Our business requires a significant amount of cash, and fluctuations in our cash flows may adversely affect our ability to fund our business or acquisitions or satisfy our debt obligations.

Our ability to fund working capital needs ~~and~~ , planned capital expenditures and acquisitions and our ability to satisfy our debt obligations depend on our ability to generate cash flows, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. If we are unable to generate sufficient cash flows from operations to meet these needs, we may need to refinance all or a portion of our existing debt, obtain additional financing or reduce expenditures that we deem necessary to our business. Further, our ability to grow our business and market share through acquisitions may be impaired. We cannot assure you that we would be able to obtain refinancing of this kind on favorable terms or at all or that any additional financing could be obtained. The inability to obtain additional financing could materially and adversely affect our business, financial condition and cash flows.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our credit facilities and the indenture governing our outstanding notes restrict our ability to dispose of assets and use the proceeds from any such disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our debt service obligations.

The industry in which we operate is highly competitive and our failure to effectively compete may adversely affect our results of operations, financial condition and cash flows.

The industry in which we operate is highly competitive. In ~~the~~North ~~United States and Canada~~America, replacement tires are sold to consumers through several different ~~outlets~~retail channels, including local independent tire retailers and mass merchandisers, warehouse clubs, tire manufacturer-owned stores, automotive dealerships and web-based marketers. A number of independent wholesale tire distributors compete with us for the business of tire retailers in the regions in which we do business. Most of our tire retailer customers buy products from both us and our competitors. We cannot assure you that we will be able to ~~compete~~ compete successfully in our markets in the future. ~~Furthermore,~~We ~~some~~would ofalso ~~our~~be ~~competitors~~adversely affected if certain channels in the replacement tire retail market, including mass merchandisers, and warehouse clubs, ~~and~~were to gain market share at the expense of the local independent tire ~~manufacturers~~retailers, ~~are~~as ~~significantly~~our ~~better~~market ~~leveraged~~share ~~than~~in usthose ~~and~~channels ~~have~~is ~~greater resources~~lower. See Item 1 “Business — Competition.”

We14 would also be adversely affected if certain channels in the replacement tire market, including mass merchandisers and warehouse clubs, gain market share at the expense of the local independent tire retailers; as our market share in those channels is lower.

We depend on manufacturers to provide us with the products we sell and disruptions in these relationships or manufacturers’ operations could adversely affect our results of operations, financial condition or cash flows.

There are a limited number of tire manufacturers worldwide. Accordingly, we rely on a limited number of tire manufacturers to supply us with the products we sell, including flag and associate brands and our proprietary brands. Our business depends on developing and maintaining productive relationships with these manufacturers. Outside of our proprietary brands, we do not have long-term contracts with these manufacturers, and we cannot assure you that these manufacturers will continue to supply products to us on favorable terms or at all. Many of our supplier manufacturers are free to terminate their business relationship with us with little or no notice and may elect to do so for any reason or no reason. Further, certain of our key suppliers also compete with us as they distribute and sell tires to certain of our tire retailer customers. A move towards this business model among our supplier manufacturers could adversely affect our results of operations, financial condition or cash flows.

In addition, our growth strategy depends in part on our ability to make selective acquisitions, but manufacturers may not be willing to supply the companies we acquire, which could adversely affect our business and results of operations. Furthermore, we could be adversely affected if any significant manufacturer experiences financial, operational, production, supply, labor or quality assurance difficulties that result in a reduction or interruption in our supply, or if they otherwise fail to meet our needs. These risks have been more pronounced recently in light of commodity price volatility and governmental actions. In addition, our failure to order or promptly pay for sufficient quantities of our products may result in an increase in the unit cost of the products we purchase, a reduction in cooperative advertising and marketing funds, or a manufacturer’s unwillingness or refusal to sell products to us. If we are required to replace our manufacturers, we could experience cost increases, time delays in deliveries and a loss of customers, any of which would adversely affect us. Finally, although most newly manufactured tires are sold in the replacement tire market, manufacturers pay disproportionate attention to automobile manufacturers that purchase tires for new cars. Increased demand from automobile manufacturers could result in cost increases and time delays in deliveries to us, any of which could adversely affect us.

Pricing volatility for raw materials could result in increased costs and may affect our profitability.

~~materials~~Pricing ~~supplies~~volatility ~~would result in increased production costs~~ for ~~tire~~raw ~~manufacturers.~~materials ~~Tire~~acquired ~~manufacturers~~by ~~typically~~our ~~pass~~suppliers ~~along~~could aresult ~~portion~~in ~~of their~~ increased costs ~~to us through price increases. While we typically try to pass increased prices~~ and ~~fuel costs through to tire retailers or to modify our activities to mitigate the impact of higher prices, we~~ may ~~not be successful. Failure to fully pass these increased prices and costs through to~~ ~~tire retailers or to modify our activities to mitigate the impact would adversely~~ affect our ~~operating margins and results of operations~~profitability. ~~Further, even if we do successfully pass along these costs, demand for tires may decline as a result of the increased costs, which would adversely affect us.~~

Costs for certain raw materials used in manufacturing the products we sell, including natural rubber, chemicals, steel reinforcements, carbon black, synthetic rubber and other petroleum-based products, are volatile. Increasing costs for raw materials supplies would result in increased production costs for tire manufacturers. Tire manufacturers typically pass along a portion of their increased costs to us through price increases. While we typically try to pass increased prices and fuel costs through to tire retailers or to modify our activities to mitigate the impact of higher prices, we may not be successful. Failure to fully pass these increased prices and costs through to tire retailers or to modify our activities to mitigate the impact would adversely affect our operating margins and results of operations. Further, even if we do successfully pass along these costs, demand for tires may decline as a result of the increased costs, which would adversely affect us.

Attempts to expand our distribution services into new geographic markets may adversely affect our business, results of operations, financial condition or cash flows.

We plan to expand our distribution services into new geographic markets in ~~the~~North ~~U.S. and Canada~~America, which will require us to make capital investments to extend and develop our distribution infrastructure. We may not achieve profitability in new regions for a period of time. If we do not successfully add new distribution centers and routes, we experience unanticipated costs or delays or we experience competition in such markets that is greater than we expect, our business, results of operations, financial condition or cash flows may be adversely affected.

We ~~may~~regularly beseek ~~unable~~to grow our business through acquisitions, and our inability to identify desirable acquisition targets or ~~future~~integrate such acquisitions, including ~~may~~our ~~not~~recent besignificant ~~successful~~acquisitions, could have a material adverse effect on us.

We ~~plan~~regularly to investigate and acquire strategic businesses or product lines with the potential to be accretive to earnings, increase our market penetration, strengthen our market position or enhance our existing product offering. WeIn ~~cannot~~executing ~~assure~~our ~~you~~business strategy, ~~however~~we routinely conduct discussions, ~~that~~evaluate weopportunities ~~will~~and ~~identify~~enter orinto ~~successfully~~agreements ~~complete~~for such acquisitions. Pursuing growth by way of these types of transactions ~~with~~involves ~~suitable~~significant ~~acquisition~~challenges ~~candidates~~and inrisk, including the ~~future~~inability to successfully identify suitable acquisition targets on terms acceptable to us, advance our business strategy, realize a satisfactory return on investment, successfully integrate business activities or resources, or retain key personnel, customer and suppliers. A failure to identify and acquire desirable acquisition targets may slow growth in our annual unit volume, which could adversely affect our existing business, financial condition, results of operations orand cash flows. In addition, if we are unable to manage acquisitions or investments, successfully complete transactions or effectively integrate acquired businesses, such as Hercules and Terry’s Tire, we may not realize the cost savings or other financial benefits we anticipated from the transaction relative to the consideration paid in the anticipated time frame or at all, and our business, results of operations and financial condition may be materially and adversely affected.

WeFurther, ~~also~~we ~~cannot~~may ~~assure~~be ~~you~~unsuccessful ~~that~~in ~~completed~~identifying ~~acquisitions~~and ~~will~~evaluating bebusiness, ~~successful.~~legal Ifor afinancial ~~business~~risks weas ~~acquire~~part of the due diligence process associated with a particular transaction, ~~such~~and ascould ~~WTD~~be held liable for environmental, ~~TDI~~tax or ~~RTD,~~other ~~each~~risks and liabilities of ~~which~~the we acquired inbusiness. ~~2013~~In addition, ~~fails~~some toinvestments ~~operate~~may asresult ~~anticipated~~in the incurrence of debt or ~~cannot~~may behave ~~successfully~~contingent consideration ~~integrated~~components ~~with~~that ~~our~~may ~~existing~~require us to pay additional amounts in the future in relation to future performance results of the subject business,. ~~our~~We may also experience additional financial ~~condition~~and accounting challenges and complexities in areas such as tax planning, ~~results~~treasury, management and financial reporting as a result of ~~operations~~such ortransactions. ~~cash~~These ~~flows~~factors could bedivert ~~adversely~~attention ~~affected~~from our business and otherwise harm our business, financial condition and operating results.

Future acquisitions could require us to issue additional debt or equity.

A number of our recent acquisitions have been financed primarily through the incurrence of additional debt, either through increases in availability under our ABL Facility or(as defined below), the issuance of additional subordinated notes. Inor ~~addition,~~through onterm ~~February 17,~~loans. ~~2014,~~We wehave ~~entered~~also ~~into~~financed asome ~~debt~~recent ~~commitment~~acquisitions ~~financing~~by ~~letter~~selling ~~that~~additional ~~provides~~equity ~~for a $300.0 million senior secured term loan facility~~ to ~~support~~ our ~~proposed~~Sponsor ~~acquisition~~and ofcertain ~~Terry’s Tire, if it closes~~co-investors. If we were to undertake another substantial acquisition, the acquisition would likely need to be financed in part through further amendments to our ABL Facility, additional financing from banks, public offerings or private placements of debt or equity securities or other arrangements. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required, particularly because we are currently highly leveraged, which may make it difficult or impossible for us to secure financing for acquisitions. If we were to undertake an acquisition by ~~issuing equity securities or equity-linked securities, the acquisition may have a dilutive effect on the interests of the holders of our common shares. If we were to undertake an acquisition by~~ incurring additional debt, the risks associated with our already substantial level of indebtedness could intensify.

~~The~~15 failure of the Company’s information technology systems could disrupt the Company’s business operations which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The operation of our business depends on our information technology systems. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in, among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, which could cause our business and results of operations to suffer. While we have made significant investments in our disaster recovery strategies and infrastructure, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, system conversions, security breaches, cyber-attacks, viruses and/or human error. In any such event, we could be required to make a significant investment to fix or replace information technology systems, and we could experience interruptions in our ability to service our customers. Additionally, we and our customers could suffer financial and reputational harm if customer or Company proprietary information was compromised by a security breach or cyber-attack. Any such damage or interruption could have a material adverse effect on our business, financial condition and/or results of operations.

Our business strategy relies increasingly upon online commerce. If our customers were unable to access any of our websites, such as ATDOnline^®, our business and operations could be disrupted and our operating results would be adversely affected.

Customers’ access to our websites directly affects the volume of orders we fulfill and our revenues in the UUnited States.S. Approximately 65 68% of our U.S. total order volume in fiscal ~~2013~~2014 was placed online using ATDOnline®, up from approximately 56% in fiscal 2007. We expect our Internet-generated business in the ~~U.S.~~United States to continue to grow as a percentage of overall sales. To be successful, we must ensure that ATDOnline® is well supported and functional on a 24/7 basis. If we are not able to continuously make these ordering tools available to our customers, there could be a decline in online orders and a decrease in our net sales.

We may not successfully execute our plan to grow our TireBuyer.com^® service or we may not attain the growth we expect from our TireBuyer.com^® service.

We continue to invest in TireBuyer.com®, an Internet site which enables our independent tire retailer customers to ~~access~~connect ~~the~~with ~~online tire consumer market and sell to~~ consumers over the Internet. In 2012, the TireBuyer.com® site was re-launched on a platform that is faster and more flexible in allowing us to respond to the needs of our customers and enhancing the overall consumer experience. Since its initial launch in 2009, we have generally seen a consistent increase in consumer traffic on the site. We expect that by growing and developing our TireBuyer.com® service, we can leverage our tire retailer customer footprint to capture a greater share of the Internet tire market. For TireBuyer.com® to be successful, however, we must ensure that it is well supported and functional on a 24/7 basis. In addition, TireBuyer.com® faces significant competition from other online participants, some of which have significantly larger Internet market share, longer Internet market presence, greater Internet marketing experience and better name recognition than we enjoy. We may fail to successfully grow, develop or support the TireBuyer.com® service or we may not attain the growth or benefits we expect TireBuyer.com® to provide us due to strong competition or other factors, which may adversely affect our business, financial condition or results of operations.

Because the majority of our inventory is stored in our warehouse distribution centers, a disruption in our warehouse distribution centers could adversely affect our results of operations by increasing our cost and distribution lead times.

We maintain the majority of our inventory in ~~133~~our more than 140 distribution centers in ~~the~~North ~~United States and Canada~~America. Serious disruptions affecting these distribution centers or the flow of products in or out of these centers, including disruptions from inclement weather, fire, earthquakes or other causes, could damage a significant portion of our inventory and could adversely affect our ability to distribute our products to tire retailers in a timely manner or at a reasonable cost. During the time that it may take us to reopen or replace a distribution center, we could incur significantly higher costs and longer lead times associated with distributing our products to tire retailers, which could adversely affect our reputation, as well as our results of operations and our customer relationships.

If we experience problems with our fleet of trucks or are otherwise unable to make timely deliveries of our products to our customers, our business and reputation could be adversely affected.

We use a fleet of trucks to deliver our products to our customers, most of which are leased from third parties. We are subject to the risks associated with product delivery, including inclement weather, disruptions in the transportation infrastructure, disruptions in our lease arrangements, availability and price of fuel, ~~and~~ liabilities arising from accidents to the extent we are not covered by insurance and insurance premium increases. Our failure to deliver tires and other products in a timely and accurate manner could harm our reputation and brand, which could adversely affect our business and reputation.

Our Hercules^® brand tires are generally manufactured in various countries in Asia and as a result are subject to risks associated with doing business outside the United States and Canada.

Following our acquisition of Hercules, we distribute a private brand tire marketed under the Hercules^® brand. These tires are generally manufactured in various countries in Asia. There are a number of risks in doing business abroad, including political and economic uncertainty, social unrest, sudden changes in laws and regulations, shortages of trained labor, transportation risks and the uncertainties associated with doing business in foreign countries. These risks may impact our ability to expand our outsourced manufacturing operations and otherwise achieve our objectives relating to private brand marketing, including capitalizing on the expanding import market. In addition, compliance with multiple and potentially conflicting foreign laws and regulations, import and export limitations, including the imposition of antidumping and countervailing duties on imported products, anti-corruption laws such as the Foreign Corrupt Practices Act and exchange controls is burdensome and expensive. Our foreign operations also subject us to the risks of international terrorism and hostilities and to foreign currency risks, including exchange rate fluctuations and limits on the repatriation of funds.

Our exposure to the credit risks of our customers may make it difficult to collect accounts receivable and could adversely affect our operating results and financial condition.

In the course of our sales to customers, we may encounter difficulty collecting accounts receivable and could be exposed to risks associated with uncollectible accounts receivable. Economic conditions may impact some of our customers’ ability to pay their accounts payable. While we attempt to monitor these situations carefully and attempt to take appropriate measures to collect accounts receivable balances, we have written down accounts receivable and written off doubtful accounts in prior periods and may be unable to avoid accounts receivable write-downs or write-offs of doubtful accounts in the future. Such write-downs or write-offs could negatively affect our operating results for the period in which they occur and could harm our operating results.

Consolidation among customers may reduce our importance as a holder of sizable inventory, which could adversely affect our business and results of operations.

Our success has been dependent, in part, on the fragmented customer base in our industry. Due to the small size of most tire retailers, they cannot support substantial inventory positions and thus, as our size permits us to maintain a sizable inventory, we fill an important role. However, we do not generally have long-term arrangements with our tire retailer customers and they can cease doing business with us at any time. If a trend towards consolidation among tire retailers develops in the future, it could reduce our importance and reduce our revenues, margins and earnings. While the local independent tire retailer share of the replacement tire market has been relatively stable in the recent past, the share of larger tire retailers has grown at the expense of smaller tire retailers. If that trend continues, the number of tire retailers able to handle sizable inventory could increase, reducing the importance of distributors like us to the local independent tire retailer market.

Participants in our Tire Pros^® franchise program are independent operators and we have limited influence over their operations. Our Tire Pros^® franchisees could take actions that could harm the value of the Tire Pros^® franchise, or could be unwilling or unable to continue to participate in the program, which could materially and adversely affect our business, results of operations, financial condition and cash flows.

Participants in our Tire Pros^® franchise program are independent operators and have significant discretion in running their operations. Their employees are not our employees. Franchisees could take actions that subject them to legal and financial liabilities, and we may, regardless of the actual validity of such a claim, be named as a party in an action relating to, or be held liable for, the conduct of our franchisees if it is shown that we exercise a sufficient level of control over a particular franchisee’s operation. In addition, the quality of franchise operations may be diminished by any number of factors beyond our control. We do not offer financial or management services to our franchisees, which may not have sufficient resources or expertise to operate their businesses at the level we would expect. While we ultimately can take action to terminate franchisees that do not comply with the standards contained in our franchise agreements, we may not be able to identify problems and take action quickly enough and, as a result, the image and reputation of Tire Pros^® may suffer, fewer tire retailers may become Tire Pros^® franchisees and existing participants may leave the Tire Pros^® program.

In addition, our franchise agreements have limited durations and our franchisees may not be willing or able to renew their franchise agreements with us. For example, a franchisee may decide not to renew due to a lawsuit or disagreement with us, dissatisfaction with the Tire Pros^® program or a perception that the Tire Pros^® program conflicts with other business interests. Similarly, a franchisee may be unable to renew its franchise agreement with us due to a bankruptcy or restructuring event or the failure to secure a real estate lease renewal, among other factors.

Our business, business prospects, results of operations, financial condition and cash flows could be adversely affected if we are forced to defend claims made against our franchisees, if others seek to hold us accountable for our franchisees’ actions, if the Tire Pros^® program does not grow as we expect or if the Tire Pros^® franchise program is not otherwise successful.

We could become subject to additional government regulation which could cause us to incur significant liabilities.

We are currently subject to federal, state and foreign laws and regulations that apply to our business, including laws and regulations that affect tire distribution and sale, safety matters and tire specifications. Our costs of complying with these laws and regulations, including our operating expenses and liabilities arising under governmental regulations, may be increased in the future, including due to expansion of our business into new geographic areas, and additional fees and taxes may be imposed by governmental authorities. Future regulatory requirements, such as required disclosure of made-on dates for tires or an expansion of the Transportation Recall Enhancement Accountability and Documentation (TREAD) Act to cover tire distributors, could cause a material increase in our liabilities or operating expenses, which would materially and adversely affect our business, results of operations, financial condition and cash flows.

Loss of key personnel or failure to attract and retain highly qualified personnel could adversely affect our results of operations, financial condition and cash flows.

We are dependent on the continued services of our senior management team. We may not be able to retain our existing senior management, fill new positions or vacancies created by expansion or turnover, or attract additional senior management personnel. We believe the loss of such key personnel could adversely affect our financial performance. In addition, our ability to manage our anticipated growth will depend on our ability to identify, hire and retain qualified management personnel. We cannot assure you that we will attract and retain sufficient qualified personnel to meet our business needs.

~~Consolidation~~17 ~~among customers may reduce our importance as a holder of sizable inventory, which could adversely affect our business and results of operations.~~

Our success has been dependent, in part, on the fragmented customer base in our industry. Due to the small size of most tire retailers, they cannot support substantial inventory positions and thus, as our size permits us to maintain a sizable inventory, we fill an important role. We do not generally have long-term arrangements with our tire retailer customers and they can cease doing business with us at any time. If a trend towards consolidation among tire retailers develops in the future, it could reduce our importance and reduce our revenues, margins and earnings. While the local independent tire retailer share of the replacement tire market has been relatively stable in the recent past, the share of larger tire retailers has grown at the expense of smaller tire retailers. If that trend continues, the number of tire retailers able to handle sizable inventory could increase, reducing the importance of distributors like us to the local independent tire retailer market.

We could be subject to product liability, personal injury or other litigation claims that could adversely affect our business, results of operations and financial condition.

Purchasers of our products, or their employees or customers, could be injured or suffer property damage from exposure to, or defects in, products we sell or distribute, or have sold or distributed in the past. We could be subject to claims, including personal injury claims. These claims may not be covered by insurance or tire manufacturers may be unwilling or unable to assume the defense of these claims, as they have in the past. In addition, if any tire manufacturer encounters financial difficulty or ceases to operate, it may not be able to assume the defense of such claims. We also may be subject to claims due to injuries caused by our truck drivers which may not be covered by insurance. As a result, the defense, settlement or successful assertion of any future product liability, personal injury or other litigation claims could cause us to incur significant costs and could have an adverse effect on our business, financial condition, results of operations or cash flows.

We could be adversely affected by compliance with environmental regulations and could incur costs relating to environmental matters, particularly those relating to our distribution centers.

We are subject to various federal, state, local and foreign environmental laws and regulations, as well as health and safety laws and regulations. Environmental laws are complex, change frequently and have tended to become more stringent over time. Compliance costs associated with current and future environmental and health and safety laws, particularly as they relate to our distribution centers, as well as liabilities arising from past or future releases of, or exposure to, hazardous substances, may adversely affect our business, results of operations, financial condition or cash flows.

~~Failure~~We could be subject to ~~maintain~~product ~~effective~~liability, ~~internal~~personal ~~control~~injury ~~over~~or ~~financial~~other ~~reporting~~litigation ~~could~~claims ~~materially~~that ~~adversely~~could ~~affect~~adversely affect our business, results of operations and financial condition.

~~Pursuant~~Purchasers toof ~~the~~our ~~Sarbanes-Oxley~~products, ~~Act~~or oftheir ~~2002,~~employees weor ~~are~~customers, could ~~required~~be ~~to provide~~injured aor ~~report~~suffer byproperty ~~management~~damage onfrom ~~internal~~exposure ~~control~~to, ~~over~~or ~~financial~~defects ~~reporting~~in, ~~including~~products ~~management’s~~we ~~assessment~~sell ofor ~~the~~distribute, ~~effectiveness~~or ofhave ~~such~~sold ~~control.~~or ~~Changes~~distributed toin ~~our~~the ~~business~~past. ~~will~~We ~~necessitate~~could ~~ongoing~~be ~~changes~~subject to ~~our~~claims, ~~internal~~including ~~control~~personal ~~systems~~injury ~~and processes~~claims. ~~Internal~~These ~~control~~claims ~~over financial reporting~~ may not ~~prevent~~be covered by insurance or ~~detect~~tire ~~misstatements~~manufacturers ~~because~~may ofbe ~~its~~unwilling ~~inherent~~or ~~limitations,~~unable ~~including~~to assume the ~~possibility~~defense of ~~human~~these ~~error~~claims, ~~the~~as ~~circumvention~~they orhave ~~overriding~~in ofthe ~~controls or fraud~~past. ~~Therefore~~In addition, ~~even effective~~if ~~internal~~any ~~controls~~tire ~~can~~manufacturer ~~provide~~encounters ~~only~~financial ~~reasonable~~difficulty ~~assurance~~or ~~with~~ceases ~~respect~~ to ~~the~~operate, ~~preparation~~it ~~and~~may ~~fair~~not ~~presentation~~be ofable ~~financial~~to ~~statements.~~assume Ifthe defense weof ~~fail~~such toclaims. ~~maintain~~In ~~adequate~~addition, ~~internal~~we ~~controls,~~now ~~including~~own ~~any~~the ~~required~~Hercules® ~~new~~tire orbrand ~~improved~~and ~~controls,~~therefore ~~we may~~could be ~~unable~~liable tofor ~~provide~~these ~~financial~~claims ~~information~~in the future in aconnection ~~timely~~with the manufacture and ~~reliable~~sale ~~manner~~of ~~and~~the Hercules® ~~might~~brand tires. We also may be subject to ~~sanctions~~claims ordue ~~investigation~~to injuries caused by ~~regulatory~~our ~~authorities~~truck ~~such~~drivers aswhich ~~the~~may ~~SEC~~not orbe ~~the~~covered ~~Public~~by ~~Company~~insurance. ~~Accounting~~As ~~Oversight~~a ~~Board.~~result, ~~Any~~the ~~such~~defense, ~~action~~settlement ~~could~~or ~~adversely~~successful ~~affect~~assertion ~~our~~of ~~financial~~any ~~results~~future product liability, personal injury or ~~investors’~~other ~~confidence~~litigation inclaims could cause us to incur significant costs and could ~~cause~~have ~~the~~an ~~price~~adverse ofeffect on our ~~securities~~business, tofinancial ~~fall.~~condition, results of operations or cash flows.

We could incur costs to comply with environmental regulations and to address liabilities relating to environmental matters, particularly those relating to our distribution centers.

We are subject to various federal, state, local and foreign environmental, health and safety laws and regulations. These regulations are complex, change frequently and have tended to become more stringent over time. Compliance costs associated with current and future environmental and health and safety laws, particularly as they relate to our distribution centers, as well as liabilities, including fines, claims or clean-up costs, arising from past or future releases of, or exposure to, hazardous substances, may adversely affect our business, results of operations, financial condition or cash flows.

If we determine that our goodwill and other intangible assets have become impaired, we may record significant impairment charges, which would adversely affect our results of operations.

Goodwill and other intangible assets represent a significant portion of our assets. Goodwill is the excess of cost over the fair market value of net assets acquired in business combinations. In the future, goodwill and intangible assets may increase as a result of future acquisitions. We review our goodwill and indefinite lived intangible assets at least annually for impairment. Impairment may result from, among other things, deterioration in the performance of acquired businesses, adverse market conditions and adverse changes in applicable laws or regulations, including changes that restrict the activities of an acquired business. Any impairment of goodwill or other intangible assets would result in a non-cash charge against earnings, which would adversely affect our results of operations.

Affiliates of the Sponsor indirectly own substantially all our equity interests and may have conflicts of interest with us or the holders of our notes.

Investment funds affiliated with the Sponsor indirectly own substantially all of our capital stock, and the Sponsor’s designees hold a majority of the seats on the board of directors of our indirect parent company. As a result, affiliates of the Sponsor have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of stockholders regardless of whether holders of the notes believe that any such transactions are in their own best interests. For example, affiliates of the Sponsor could collectively cause us to make acquisitions that increase the amount of our indebtedness or to sell assets, or could cause us to issue additional capital stock or declare dividends. So long as investment funds affiliated with the Sponsor continue to indirectly own a significant amount of the outstanding shares of our capital stock, affiliates of the Sponsor will continue to be able to strongly influence or effectively control our decisions. Our credit agreement and the indenture governing our notes permit us to pay advisory and other fees, dividends and make other restricted payments to the Sponsor under certain circumstances and our arrangements with the Sponsor and its affiliates require us to pay certain fees on quarterly basis. See Item 13 “Certain Relationships and Related Party Transactions and Director Independence.” In addition, the Sponsor has no obligation to provide us with any additional debt or equity financing.

Additionally, the Sponsor is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that supply us with goods and services. The Sponsor may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. The interests of the Sponsor may differ from the interests of the holders of our notes in material respects.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

Borrowings under our ABL Facility and FILO facilites are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.

Currency exchange rate fluctuations may adversely affect our financial results.

The financial position and results of operations for TriCan, ~~RTD~~Tire ~~and~~Distributors ~~WTD~~(“TriCan”), our 100% owned ~~subsidiaries~~subsidiary acquired during 2012 ~~and 2013~~, ~~are~~ was initially recorded in ~~their~~its functional currency which is the Canadian dollar. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses into U.S. dollars at the weighted -average ~~exchange~~ exchange rate prevailing during the year and assets and liabilities into U.S. dollars at the year -end exchange rate. Therefore, fluctuations in the value of the U.S. dollar versus the Canadian dollar will have an impact on the value of these items in our consolidated financial statements, even if their value has not changed in their original currency.

17Because of our prior acquisitions and future acquisitions we may engage in, our historical operating results may be of limited use in evaluating our historical performance and predicting our future results.

We have acquired a number of businesses in recent years, including TriCan, RTD, Hercules, Terry’s Tire, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton and RTD Calgary, and we expect that we will engage in acquisitions of other businesses from time to time in the future. The operating results of the acquired businesses are included in our financial statements included in this Annual Report on Form 10-K only from the date of the completion of such acquisitions. All of our acquisitions have been accounted for using the acquisition method of accounting. Use of this method has resulted in a new valuation of the assets and liabilities of the acquired companies. As a result of these acquisitions and any future acquisitions, our historical operating results may be of limited use in evaluating our historical performance and predicting our future results. In addition, other significant changes may occur in our cost structure, management, financing and business operations as a result of these acquisitions and any future acquisitions.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

Our principal properties are geographically situated to meet sales and operating requirements. We believe that our properties have been well maintained, are generally in good condition and are suitable for the conduct of our business. As of ~~December~~January 283, ~~2013~~2015, we operate ~~112~~118 distribution centers located in 4143 states in the United States and 2124 distribution centers in Canada, aggregating approximately 1316.1 million square feet. Of these centers, ~~one~~two isare owned by us and the remaining properties are leased. We also lease our principal executive office, located in Huntersville, North Carolina. This lease is scheduled to expire in ~~2022~~2025. In addition, we have some non-essential properties which we are attempting to sell or sublease.

Several of our property leases contain provisions prohibiting a change of control of the lessee or permitting the landlord to terminate the lease or increase rent upon a change of control of the lessee. Based primarily upon our belief that (i) we maintain good relations with the substantial majority of our landlords, (ii) most of our leases are at market rates and (iii) we have historically been able to secure suitable leased property at market rates when needed, we believe that these provisions will not have a material adverse effect on our business or financial position.

Item 3.

Legal Proceedings.

We are involved from time to time in various lawsuits, including class action lawsuits arising out of the ordinary conduct of our business. Although no assurances can be given, we do not expect that any of these matters will have a material adverse effect on our business or financial condition. We are also involved in various litigation proceedings incidental to the ordinary course of our business. We believe, based on consultation with legal counsel, that none of these will have a material adverse effect on our financial condition or results of operations.

Item 4.

Mine Safety Disclosures.

Not applicable.

1819

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of March 32, ~~2014~~2015, there was one holder of record of our common stock. There is no public trading market for our common stock.

As of ~~December~~January 283, ~~2013~~2015, we have not declared or paid dividends on our common stock since our incorporation in 2005. Our ability to pay dividends is restricted by certain covenants contained in our ABL Facility and Senior Secured Term Loan and in the ~~indentures~~indenture that govern our Senior Subordinated Notes and ~~Senior Secured Notes and~~ may be further restricted by any future indebtedness that we incur. Our ~~business~~ business is conducted through our subsidiaries. Dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion.

Information regarding securities authorized for issuance under equity compensation plans is set forth in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Form 10-K.

Item 6. Selected Financial Data.

On May 28, 2010, as a result of the Merger, Holdings was acquired by affiliates of TPG and certain co-investors. In the following table, periods prior to May 28, 2010 reflect the financial position, results of operations and changes in financial position of Holdings and its consolidated subsidiaries prior to the Merger (the “Predecessor”). Periods after May 28, 2010 reflect the financial position, results of operations, and changes in financial position of Holdings and its consolidated subsidiaries after the Merger (the “Successor”).

The following table sets forth both the Predecessor and Successor selected historical consolidated financial data for the periods indicated. Selected historical financial data for fiscal year 2009 and the five months ended May 28, 2010 is derived from the Predecessor’s consolidated financial statements as of and for those periods. Selected historical financial data for the seven months ended January 1, 2011 and fiscal years 2011, 2012 and 2013 is derived from the Successor’s consolidated financial statements as of and for those periods.

Both the Predecessor’s and the Successor’s fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of certain fiscal years will not be exactly comparable to the prior or subsequent fiscal years. The 2009 fiscal year, which ended January 2, 2010, contains operating results for 52 weeks. The five months ended May 28, 2010 contains operating results for 21 weeks. The seven months ended January 1, 2011 contains operating results for 31 weeks. The 2011 fiscal year, which ended December 31, 2011, the 2012 fiscal year, which ended December 29, 2012, and the 2013 fiscal year, which ended December 28, 2013, each contain operating results for 52 weeks. It should be noted that, prior to fiscal 2013, the Successor’s year-end reporting date was different from that of its TriCan Tire Distributors (“TriCan”) subsidiary. For fiscal 2012, TriCan had a calendar year-end reporting date of December 31. The impact from this difference on the consolidated financial statements was not material. TriCan converted to the Successor’s fiscal year-end reporting date during fiscal 2013. The following selected historical consolidated financial information should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included under Item 8 of this report.

	Successor												Predecessor
Dollars in thousands	FiscalYear2013 (1)			FiscalYear2012 (2)			FiscalYear2011 (3)			Seven MonthsEndedJanuary 1,2011 (4)			Five MonthsEndedMay 28,2010			FiscalYear2009
Statement of Operations Data:
Net sales	$	3,839,269		$	3,455,864		$	3,050,240		$	1,525,249		$	934,925		$	2,171,787
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below		3,188,409			2,887,421			2,535,020			1,316,679			775,678			1,797,905
Selling, general and administrative expenses		574,987			506,408			437,110			228,513			135,146			306,189
Transaction expenses		6,719			5,246			3,946			1,315			42,608			—
Operating income (loss)		69,154			56,789			74,164			(21,258	)		(18,507	)		67,693
Other income (expense):
Interest expense		(74,284	)		(72,918	)		(67,580	)		(37,391	)		(32,669	)		(54,415	)
Other, net		(5,172	)		(3,895	)		(2,110	)		(958	)		(127	)		(1,020	)
Income (loss) from operations before income taxes		(10,302	)		(20,024	)		4,474			(59,607	)		(51,303	)		12,258
Income tax provision (benefit)		(3,945	)		(5,678	)		4,357			(23,295	)		(15,227	)		7,326
Net income (loss)	$	(6,357	)	$	(14,346	)	$	117		$	(36,312	)	$	(36,076	)	$	4,932

	Successor												Predecessor
Dollars in thousands	FiscalYear2013 (1)			FiscalYear2012 (2)			FiscalYear2011 (3)			Seven MonthsEndedJanuary 1,2011 (4)			Five MonthsEndedMay 28,2010			FiscalYear2009
Other Financial Data:
Cash flows provided by (used in):
Operating activities	$	109,731		$	10,026		$	(91,006	)	$	(23,439	)	$	28,106		$	131,105
Investing activities		(118,435	)		(167,821	)		(92,249	)		(17,237	)		(7,523	)		(4,620	)
Financing activities		22,998			168,824			186,263			40,405			(15,631	)		(127,690	)
Depreciation and amortization		105,458			89,167			78,071			40,905			14,707			32,078
Capital expenditures		47,127			52,388			31,044			12,381			6,424			12,757
EBITDA (5)		169,440			142,061			150,125			18,689			(3,927	)		98,751
Adjusted EBITDA (5)		195,510			165,416			164,255			87,974			45,696			101,035
Ratio of earnings to fixed charges (6)		—			—			1.1x			—			—			1.2x
Balance Sheet Data:
Cash and cash equivalents	$	35,760		$	25,951		$	14,979		$	11,971					$	7,290
Working capital (7)		538,444			545,969			446,061			270,332						197,317
Total assets		2,559,326			2,504,002			2,302,563			2,057,348						1,300,624
Total debt (8)		967,000			951,204			835,808			652,544						549,576
Total redeemable preferred stock		—			—			—			—						26,600
Total stockholder’s equity		692,974			705,654			655,819			651,446						230,647

Item 6.

Selected Financial Data.

On May 28, 2010, pursuant to an agreement and plan of merger, Holdings was acquired by affiliates of TPG and certain co-investors (1the “TPG Merger”). ~~Reflects~~In the ~~acquisition~~following table, periods prior to May 28, 2010 reflect the financial position, results of ~~Wholesale~~operations ~~Tire~~and changes ~~Distributors~~in ~~Inc~~financial position of Holdings and its consolidated subsidiaries prior to the Merger (the “Predecessor”). inPeriods ~~December~~after ~~2013~~May 28, 2010 reflect the ~~acquisition~~financial ofposition, ~~Tire~~results ~~Distributors~~of operations, ~~Inc.~~and changes in ~~August~~financial ~~2013~~position of Holdings and ~~the~~its ~~acquisition~~consolidated ofsubsidiaries ~~Regional~~after ~~Tire~~the ~~Distributors~~Merger ~~Inc~~(the “Successor”). ~~in April 2013~~

~~(2)~~The ~~Reflects~~following table sets forth both the Predecessor ~~acquisition~~and ofSuccessor ~~Triwest~~selected ~~Trading~~historical ~~(Canada)~~consolidated ~~Ltd~~financial data for the periods indicated. ~~d/b/a~~Selected ~~TriCan~~historical ~~Tire~~financial ~~Distributors~~data infor ~~November~~the ~~2012~~five ~~and~~months ended May 28, 2010 is derived from the ~~acquisition~~Predecessor’s ofconsolidated ~~Firestone~~financial statements as of ~~Denham~~and ~~Springs,~~for ~~Inc~~those periods. ~~d/b/a~~Selected ~~Consolidated~~historical ~~Tire~~financial &data ~~Oil~~for inthe ~~May~~seven months ended January 1, 2011 and fiscal years 2011, 2012, 2013 and 2014 is derived from the Successor’s consolidated financial statements as of and for those periods.

~~(3)~~Both ~~Reflects~~the Predecessor’s and the ~~acquisition~~Successor’s fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of ~~Bowlus~~certain ~~Service~~fiscal ~~Company~~years ~~d/b/~~will not be exactly comparable to the prior or subsequent fiscal years. The five months ended May 28, 2010 contains operating results for 21 weeks. The seven months ended January 1, 2011 contains operating results for 31 weeks. The 2011 fiscal year, which ended December 31, 2011, the 2012 fiscal year, which ended December 29, 2012, and the 2013 fiscal year, which ended December 28, 2013, each contain operating results for 52 weeks. The 2014 fiscal year, which ended January 3, 2015, contains operating results for 53 weeks. It should be noted that the Successor and its recently acquired Hercules subsidiary have different year-end reporting dates. Hercules has a ~~North~~December 31 ~~Central~~year-end reporting date. There were no significant changes to the business subsequent to Hercules’ fiscal period end that would have a material impact on the consolidated financial statements as of and for the quarter and twelve months ended January 3, 2015. Terry’s Tire, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton and RTD Calgary each converted to the Successor’s quarter-end reporting date during the quarter ended October 4, 2014. The impact from these conversions on the consolidated financial statements was not material. It should also be noted that, prior to fiscal 2013, the Successor’s year-end reporting date was different from that of its TriCan Tire Distributors (“TriCan”) subsidiary. For fiscal 2012, TriCan had a calendar year-end reporting date of December 31. The impact from this difference on the consolidated financial statements was not material. TriCan converted to the Successor’s fiscal year-end reporting date during fiscal 2013. The following selected historical consolidated financial information should be read in ~~April~~conjunction ~~2011~~with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included under Item 8 of this report.

(4) Reflects the acquisition of Lisac’s of Washington, Inc. and Tire Wholesalers, Inc. in December 2010

(5) EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted to reflect the items set forth in the table below. The presentation of EBITDA and Adjusted EBITDA are financial measures that are not calculated in accordance with GAAP. We present EBITDA and Adjusted EBITDA because we believe they provide a more complete understanding of the factors and trends affecting our business than GAAP measures alone. We also believe that such measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Our board of directors, management and investors use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing items that we do not believe are indicative of our core operating performance. In addition, the indentures governing our senior notes use a measure similar to Adjusted EBITDA to measure our compliance with certain covenants. Our board of directors also uses Adjusted EBITDA in determining compensation for our management. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers because not all issuers calculate Adjusted EBITDA in the same manner. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same or similar to some of the adjustments set forth below. Neither EBITDA nor Adjusted EBITDA should be considered an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP.

The following tables show the calculation of EBITDA and Adjusted EBITDA from the most directly comparable GAAP measure, net income (loss):


	Successor															Predecessor
													Seven Months			Five Months
	Fiscal			Fiscal			Fiscal			Fiscal			Ended			Ended
	Year			Year			Year			Year			January 1,			May 28,
Dollars in thousands	2014 (1)			2013 (2)			2012 (3)			2011 (4)			2011 (5)			2010
Statement of Operations Data:
Net sales	$	5,030,698		$	3,836,569		$	3,454,564		$	3,050,340		$	1,525,249		$	934,925
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below		4,178,727			3,185,709			2,886,121			2,535,120			1,316,679			775,678
Selling, general and administrative expenses		778,876			569,234			498,962			432,486			226,161			135,021
Management fees		19,886			5,753			7,446			4,624			2,352			125
Transaction expenses		53,616			6,719			5,246			3,946			1,315			42,608

Operating income (loss)		(407	)		69,154			56,789			74,164			(21,258	)		(18,507	)
Other income (expense):
Interest expense		(125,590	)		(74,284	)		(72,918	)		(67,580	)		(37,391	)		(32,669	)
Loss on extinguishment of debt		(17,195	)		—			—			—			—			—
Other, net (6)		(4,770	)		(5,172	)		(3,895	)		(2,110	)		(958	)		(127	)

Income (loss) from continuing operations before income taxes		(147,962	)		(10,302	)		(20,024	)		4,474			(59,607	)		(51,303	)
Income tax provision (benefit)		(53,676	)		(3,945	)		(5,678	)		4,357			(23,295	)		(15,227	)

Income (loss) from continuing operations		(94,286	)		(6,357	)		(14,346	)		117			(36,312	)		(36,076	)
Income (loss) from discontinued operations, net of tax		(313	)		—			—			—			—			—

Net income (loss)	$	(94,599	)	$	(6,357	)	$	(14,346	)	$	117		$	(36,312	)	$	(36,076	)

	Successor											Predecessor
In thousands	FiscalYear2013 (1)			FiscalYear2012 (2)			FiscalYear2011 (3)		Seven MonthsEndedJanuary 1,2011 (4)			Five MonthsEndedMay 28,2010			FiscalYear2009
Net income (loss)	$	(6,357	)	$	(14,346	)	$	117	$	(36,312	)	$	(36,076	)	$	4,932
Depreciation and amortization		105,458			89,167			78,071		40,905			14,707			32,078
Interest expense		74,284			72,918			67,580		37,391			32,669			54,415
Income tax provision (benefit)		(3,945	)		(5,678	)		4,357		(23,295	)		(15,227	)		7,326
EBITDA	$	169,440		$	142,061		$	150,125	$	18,689		$	(3,927	)	$	98,751

	Successor								Predecessor
In thousands	FiscalYear2013 (1)		FiscalYear2012 (2)		FiscalYear2011 (3)		Seven MonthsEndedJanuary 1,2011 (4)		Five MonthsEndedMay 28,2010			FiscalYear2009
EBITDA	$	169,440	$	142,061	$	150,125	$	18,689	$	(3,927	)	$	98,751
Management fee		5,753		7,446		4,624		2,352		125			500
Incentive compensation		2,634		4,349		4,115		3,706		5,892			326
Transaction fees		6,719		5,246		3,946		1,315		42,608			—
Non-cash inventory step-up		5,379		4,074		—		58,797		—			—
Other		5,585		2,240		1,445		3,115		998			1,458
Adjusted EBITDA	$	195,510	$	165,416	$	164,255	$	87,974	$	45,696		$	101,035

(6) For purposes of these ratios, (i) earnings have been calculated by adding interest expense, the estimated interest portion of rental expense and amortization of interest capitalized to earnings before income taxes and (ii) fixed charges are comprised of interest expense, capitalized interest and the estimated interest portion of rental expense. In the five months ended May 28, 2010, the seven months ended January 1, 2011 and fiscal years 2012 and 2013, earnings were insufficient to cover fixed charges by approximately $51.3 million, $59.6 million, $20.9 million and $11.5 million, respectively.

(7) Working capital is defined as current assets less current liabilities

(8) Total debt is the sum of current maturities of long-term debt, non-current portion of long-term debt and capital lease obligations


				Successor												Predecessor
													Seven Months			Five Months
	Fiscal			Fiscal			Fiscal			Fiscal			Ended			Ended
	Year			Year			Year			Year			January 1,			May 28,
Dollars in thousands	2014 (1)			2013 (2)			2012 (3)			2011 (4)			2011 (5)			2010
Other Financial Data:
Cash flows provided by (used in):
Continuing operating activities	$	30,127		$	109,731		$	10,026		$	(91,006	)	$	(23,439	)	$	28,106
Discontinued operating activities		1,580			—			—			—			—			—
Investing activities		(933,031	)		(118,435	)		(167,821	)		(92,249	)		(17,237	)		(7,523	)
Financing activities		906,469			22,998			168,824			186,263			40,405			(15,631	)
Depreciation and amortization		152,553			105,458			89,167			78,071			40,905			14,707
Capital expenditures		72,149			47,127			52,388			31,044			12,381			6,424
EBITDA (7)		130,181			169,440			142,061			150,125			18,689			(3,927	)
Adjusted EBITDA (7)		268,160			195,510			165,416			164,255			87,974			45,696
Ratio of earnings to fixed charges (8)		—			—			—			1.1x			—			—
Balance Sheet Data:
Cash and cash equivalents	$	35,735		$	35,760		$	25,951		$	14,979		$	11,971
Working capital (9)		696,768			538,444			545,969			446,061			270,332
Total assets		3,598,971			2,559,326			2,504,002			2,302,563			2,057,348
Total debt (10)		1,816,115			967,000			951,204			835,808			652,544
Total stockholder’s equity		623,952			692,974			705,654			655,819			651,446

(1)

Reflects the acquisition of Regional Tire Distributor (Langley) Inc., Regional Tire Distributors (Vernon) Inc. and Regional Tire Distributors (Victoria) Inc. in November 2014, Trail Tire Distributors Ltd., Extreme Wheel Distributors Ltd., Kirks Tire Ltd., Regional Tire Distributors (Edmonton) Inc. and Regional Tire Distributors (Calgary) Inc. in June 2014, the acquisition of Terry’s Tire Town Holdings, Inc. in March 2014 and the acquisition of The Hercules Tire & Rubber Company and Kipling Tire Co. Ltd. in January 2014.

(2)	Reflects the acquisition of Wholesale Tire Distributors Inc. in December 2013, the acquisition of Tire Distributors, Inc. in August 2013 and the acquisition of Regional Tire Distributors Inc. in April 2013.

(3)	Reflects the acquisition of Triwest Trading (Canada) Ltd. d/b/a TriCan Tire Distributors in November 2012 and the acquisition of Firestone of Denham Springs, Inc. d/b/a Consolidated Tire & Oil in May 2012.

(4)	Reflects the acquisition of Bowlus Service Company d/b/a North Central Tire in April 2011.

(5)	Reflects the acquisition of Lisac’s of Washington, Inc. and Tire Wholesalers, Inc. in December 2010.

(6)	Other, net primarily includes bank fees, credit card charges to us and gains and losses on foreign currency, net of financing service fees that we charge our customers.

(7)

EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted to reflect the items set forth in the table below. The presentation of EBITDA and Adjusted EBITDA are financial measures that are not calculated in accordance with GAAP. We use EBITDA and Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our GAAP results and the following reconciliation, we believe provides a more complete understanding of the factors and trends affecting our business than GAAP measures alone. We also believe that such measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies similar to ours. Our board of directors, management and investors use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing items that we do not believe are indicative of our core operating performance. In addition, the indentures governing our senior notes use a measure similar to Adjusted EBITDA to measure our compliance with certain covenants. Our board of directors also uses Adjusted EBITDA in determining compensation for our management. The adjustments from EBITDA to Adjusted EBITDA include management and advisory

fees paid to our Sponsor, non-cash stock compensation expense, transaction expenses related to our acquisitions, loss on the early extinguishment of debt, non-cash amortization of the step-up in inventory related to our acquisitions and other items, including franchise and other taxes, non-cash gains and losses on the disposal of fixed assets and assets held for sale, exchange gains and losses on foreign currency, deferred compensation, and non-cash impairment of long-lived assets. Amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers because not all issuers calculate Adjusted EBITDA in the same manner. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same or similar to some of the adjustments set forth below. Neither EBITDA nor Adjusted EBITDA should be considered an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP.

The following tables show the calculation of EBITDA and Adjusted EBITDA from the most directly comparable GAAP measure, income (loss) from continuing operations:


	Successor														Predecessor
												Seven Months			Five Months
	Fiscal			Fiscal			Fiscal			Fiscal		Ended			Ended
	Year			Year			Year			Year		January 1,			May 28,
In thousands	2014 (1)			2013 (2)			2012 (3)			2011 (4)		2011 (5)			2010
Income (loss) from continuing operations	$	(94,286	)	$	(6,357	)	$	(14,346	)	$	117	$	(36,312	)	$	(36,076	)
Depreciation and amortization of intangibles		152,553			105,458			89,167			78,071		40,905			14,707
Interest expense		125,590			74,284			72,918			67,580		37,391			32,669
Income tax provision (benefit)		(53,676	)		(3,945	)		(5,678	)		4,357		(23,295	)		(15,227	)

EBITDA	$	130,181		$	169,440		$	142,061		$	150,125	$	18,689		$	(3,927	)


	Successor										Predecessor
									Seven Months		Five Months
	Fiscal		Fiscal		Fiscal		Fiscal		Ended		Ended
	Year		Year		Year		Year		January 1,		May 28,
In thousands	2014 (1)		2013 (2)		2012 (3)		2011 (4)		2011 (5)		2010
EBITDA	$	130,181	$	169,440	$	142,061	$	150,125	$	18,689	$	(3,927	)
Management fee		19,886		5,753		7,446		4,624		2,352		125
Incentive compensation		4,392		2,634		4,349		4,115		3,706		5,892
Transaction fees		53,616		6,719		5,246		3,946		1,315		42,608
Non-cash inventory step-up		35,923		5,379		4,074		—		58,797		—
Early debt extinguishment		17,195		—		—		—		—		—
Other (A)		6,967		5,585		2,240		1,445		3,115		998

Adjusted EBITDA	$	268,160	$	195,510	$	165,416	$	164,255	$	87,974	$	45,696

(A)	Other includes non-income based taxes, impairment, gain/loss on property and equipment disposals, deferred compensation and foreign currency exchange gains/losses.

(8)

For purposes of these ratios, (i) earnings have been calculated by adding interest expense, the estimated interest portion of rental expense and amortization of interest capitalized to earnings before income taxes and (ii) fixed charges are comprised of interest expense, capitalized interest and the estimated interest portion of rental expense. In the five months ended May 28, 2010, the seven months ended January 1, 2011 and fiscal years 2012, 2013 and 2014, earnings were insufficient to cover fixed charges by approximately $51.3 million, $59.6 million, $20.9 million, $11.5 million and $150.3 million, respectively.

(9)	Working capital is defined as current assets less current liabilities.

(10)	Total debt is the sum of current maturities of long-term debt, non-current portion of long-term debt and capital lease obligations.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context otherwise requires, the terms “American Tire Distributors,” “ATD,” “the Company,” “we,” “us,” “our” and similar terms in this report refer to American Tire Distributors Holdings, Inc. and its consolidated subsidiaries, the term “Holdings” refers only to American Tire Distributors Holdings, Inc., a Delaware Corporation, and the term “ATDI” refers only to American Tire Distributors, Inc., a Delaware corporation. The terms “TPG” and “Sponsor” relate to TPG Capital, L.P. and/or certain funds affiliated with TPG Capital, L.P.

The following discussion and analysis of our consolidated results of operations, financial condition and liquidity should be read in conjunction with our consolidated financial statements and the related notes included in Item 8 of this report. The following discussion contains forward-looking statements that reflect our current expectations, estimates, forecast and projections. These forward-looking statements are not guarantees of future performance, and actual outcomes and results may differ materially from those expressed in these forward-looking statements. See Item 1A “Risk Factors” and “Cautionary Statements on Forward-Looking Information.”

Company Overview

We are the ~~leading~~largest ~~replacement~~distributor ~~tire~~of ~~distributor~~replacement tires in North America, ~~providing~~based on dollar amount of wholesale sales and number of warehouses. We provide a ~~critical~~wide range of products and value-added services to customers in each of the key market channels to enable tire retailers to more effectively service and grow sales to consumers. Through our network of ~~133~~more than 140 distribution centers in the United States and Canada, we offer access to an extensive breadth and depth of inventory, representing approximately 4050,000 stock-keeping units (SKUs) to ~~approximately~~more ~~72,000~~than ~~customers (approximately 64~~75,000 ~~in the U~~customers.S. ~~and~~In 82014,~~000~~ ~~in Canada). The critical range of services~~ we ~~provide~~distributed ~~includes~~more ~~frequent~~than ~~and~~40 million ~~timely delivery of inventory as well as business support services such as credit,~~replacement training, access to consumer market data and the administration of tire manufacturer affiliate programs. In addition, our U.S. customers have access to a leading online ordering and reporting system as well as a website that enables our tire retailer customers to participate in the Internet marketing of tires ~~to consumers~~. We estimate that our share of the replacement passenger and light truck tire market in ~~the~~2014 ~~United~~was ~~States is~~ approximately 1014% in the United States, up from approximately 1% in 1996., ~~Our estimated share of the replacement passenger~~ and ~~light~~approximately ~~truck~~25% ~~tire market~~ in Canada ~~is approximately 12%~~. ~~During fiscal 2013, our largest customer and top ten customers accounted for less than 3.1% and 11.3%, respectively, of our net sales.~~

We believe we distribute the broadest product offering in our industry, supplying our customers with nine of the top ten leading passenger and light truck tire brands. We carry the flag brands from each of the four largest tire manufacturers —Bridgestone, Continental, Goodyear and Michelin — as well as the Cooper, Hankook, Kumho, Nexen, Nitto/Toyo and Pirelli brands. We also sell lower price point associate and proprietary brands of these and many other tire manufacturers, and through our acquisition of Hercules we also own and market our proprietary Hercules^® brand, the number one private brand in North America in 2014 based on unit sales. In fiscal 2014, tire sales accounted for 97.7% of our net sales, with sales of passenger and light truck tires accounting for 82.6% of our net sales. Tire supplies, tools and custom wheels and accessories represented approximately 2.3% of our net sales. We believe that our large and diverse product offering allows us to penetrate the replacement tire market across a broad range of price points.

Our growth strategy, coupled with our access to capital and our scalable platform, enables us to continue to expand organically in existing markets as well as in new geographic areas. We also expect to continue to employ a selective acquisition strategy to increase our share in the markets we currently service as well as to expand our distribution into new markets, utilizing our scale in an effort to realize significant synergies. In addition, we are investing in technology and each sales channel to fuel our future growth. As a result, we believe that we are well positioned to continue to achieve above-market growth in all market environments and to continue to enhance our profitability and cash flows.

Industry Overview

The U.S. and Canadian replacement tire markets have historically experienced stable growth and favorable pricing dynamics. However, these markets are subject to changes in consumer confidence and ~~the~~ economic conditions ~~that impact tire consumers~~. As a result, tire consumers may opt to temporarily defer replacement tire purchases or purchase less costly brand tires during challenging economic periods ~~where~~when macroeconomic ~~macro-economic~~ factors such as unemployment, ~~persistently~~ high fuel costs and weakness in the housing market impact their financial health.

From 1955 through ~~2013~~2014, U.S. replacement tire unit shipments increased by an average of approximately ~~2.7~~3% per year. ~~The~~We ~~impact~~believe ofthat ~~the recent~~we ~~recession~~are ~~led~~experiencing tothe ~~negative~~beginning ~~growth during 2008 and 2009. The economic environment showed signs~~ of ~~stabilization~~a ~~during~~recovery ~~2010~~after ~~and~~a ~~2011,~~prolonged ~~although slow economic growth~~downturn, ~~persistently~~which ~~high~~began ~~fuel cost and a decrease~~ in ~~miles~~2008 ~~driven~~for ~~continued to impact~~ the ~~market. Despite an increase in miles driven during 2012, the U.S. and Canadian~~ replacement tire ~~markets continued the negative growth trend as replacement tire unit shipments were down 1~~ market.8% ~~and~~Replacement ~~5.5%, respectively, as compared to 2011. During 2013, replacement~~ tire unit shipments were up 43.45% in the ~~U.S.~~United States and 015.7% in Canada in 2014 as compared to ~~2012~~2013, as a rebound in the housing market, a decline in unemployment rates and increases in vehicle sales and vehicle miles driven continued ~~impacted~~to impact the U.S. and Canadian replacement tire market favorably. ~~Substantially~~In ~~all~~addition, ofa ~~this~~surge ~~industry~~in ~~unit~~tire ~~growth~~imports ~~was~~during ~~driven~~fourth byquarter an2014, ~~increased~~ahead ~~level~~ of ~~shipments~~the ofexpected ~~lower~~imposition ~~priced~~of ~~import~~the ~~product,~~countervailing ~~predominately~~and ~~from~~antidumping ~~China,~~duties ason ~~most~~Chinese-made ~~domestic~~passenger ~~tire manufacturers have reported~~and ~~continued~~light ~~replacement~~truck ~~tire~~tires, ~~unit~~contributed ~~shipment~~to ~~reductions~~the increase in ~~2013~~the asU.S. ~~compared~~replacement totire ~~2012~~unit shipments.

~~Going~~25 ~~forward, we believe that growth in the U.S. and Canadian replacement tire markets will continue to be driven by favorable underlying dynamics, including:~~

• increases in the number and average age of passenger cars and light trucks;

Going forward, we believe that long-term growth in the U.S. and Canadian replacement tire markets will continue to be driven by favorable underlying dynamics, including:

•

increases in the number and average age of passenger cars and light trucks;

•

increases in the number of miles driven;

• increases in the number of licensed drivers as the U.S. and Canadian population continues to grow;

•

increases in the number of replacement tire SKUs;

•

growth of the high performance tire segment; and

•

shortening tire replacement cycles due to changes in product mix that increasingly favor high performance tires, which have shorter average lives.

~~Despite~~In ~~the~~June ~~current market environment~~2014, wethe ~~have~~United aSteelworkers ~~solid~~filed ~~infrastructure,~~ an ~~extensive~~antidumping and ~~efficient~~countervailing ~~distribution~~duty ~~network~~(“AD/CVD”) ~~and~~case arelating ~~broad~~to ~~product~~passenger and light ~~offering~~truck tires imported from China. ~~Our~~In ~~growth~~July ~~strategy~~2014, ~~coupled~~the ~~with~~International ~~our~~Trade ~~access~~Commission (“ITC”) voted to ~~capital~~allow the AD/CVD petition and ~~our~~investigation ~~scalable~~to ~~platform~~go forward. On November 21, ~~enables~~2014, usthe toDepartment ~~continue~~of toCommerce ~~expand~~(“DOC”) made a preliminary determination in ~~existing~~the ~~markets~~countervailing asduties ~~well~~case asagainst inChinese ~~new~~built ~~geographic~~passenger ~~areas~~and light truck tires imposing additional tariffs that we expect will average approximately 12% for our affected suppliers. InOn ~~addition~~January 21, we2015, ~~are~~the ~~investing~~DOC announced inits ~~technology~~preliminary determination on the antidumping case against Chinese built passenger and ~~new~~light ~~sales~~truck ~~channels which~~tires ~~will~~imposing ~~help~~additional ~~fuel~~tariffs ~~our~~that ~~future~~vary ~~growth~~by supplier. AsWe aexpect ~~result~~that most of our suppliers will have an additional tariff imposed of approximately 20%, wewith ~~believe~~one ~~that~~of weour ~~are~~suppliers ~~well~~having ~~positioned~~an toadditional ~~continue~~tariff toimposed ~~achieve~~of ~~above~~approximately ~~market~~29%. ~~results~~In total the preliminary determination by the DOC is expected to result in ~~both~~increased ~~contracting~~duties of between 32% and ~~expanding~~41%. ~~market~~Final ~~demand~~decisions ~~cycles~~by the DOC are scheduled to be made in June 2015.

Recent Developments

AsAcquisitions ~~part of our ongoing business strategy, we intend to expand in existing markets as well as enter into previously underserved markets~~ and ~~new~~Expansion geographic areas. From the second half of 2010 through December 2012, we opened new distribution centers in 17 locations throughout the contiguous United States. During 2013, we continued to execute our plans to expand by opening new distribution centers in Chattanooga, TN, Manchester, NH, Missouri City, TX, Albany, NY and West Palm Beach, FL. We will continue to evaluate additional geographic markets during 2014 and beyond.

OnAs ~~February 17, 2014, ATDI entered into a Stock Purchase Agreement~~part ~~with TTT Holdings, Inc., a Delaware corporation pursuant to which ATDI agreed to acquire all~~ of ~~the~~our ~~outstanding~~ongoing ~~capital stock of Terry’s Tire Town Holdings, Inc., an Ohio corporation (“Terry’s Tire”). Terry’s Tire and its subsidiaries are engaged in the~~ business ~~of purchasing~~strategy, ~~marketing,~~we ~~distributing~~intend ~~and selling tires, wheels and related tire and wheel accessories on a wholesale basis~~ to ~~tire~~expand ~~dealers,~~in ~~wholesale~~existing ~~distributors,~~markets ~~retail~~as ~~chains,~~well ~~automotive~~as ~~dealers~~enter ~~and others,~~into ~~retreading~~previously ~~tires~~underserved ~~and~~markets ~~selling retread~~ and ~~other~~new ~~commercial~~geographic ~~tires through commercial outlets to end users and selling tires directly to consumers via the internet~~areas. ~~The~~Since ~~consummation of~~ the ~~Terry’s~~second ~~Tire~~half ~~acquisition, which is subject to customary closing conditions (including expiration or termination~~ of ~~the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~2010, aswe ~~amended),~~opened isnew ~~expected~~distribution tocenters ~~occur~~in by23 ~~the~~locations ~~end~~throughout ~~of Holdings’ first quarter or early~~the incontiguous ~~the~~United ~~second quarter of 2014~~States. InWe ~~its most recent fiscal year, Terry’s Tire generated revenues and Adjusted EBITDA of approximately $500 million and $14 million, respectively and we~~ expect ~~the~~to ~~acquisition~~continue to ~~generate~~evaluate ~~operation~~additional ~~synergies~~geographic ~~between $40~~markets ~~million~~during 2015 and ~~$45 million~~beyond.

On ~~January~~November 313, 2014, we completed the ~~acquisition~~acquisitions of ~~Hercules~~Regional Tire ~~Holdings~~Distributors ~~LLC~~ (~~“Hercules Holding”~~Langley) ~~pursuant to an Agreement and Plan of Merger~~Inc., ~~dated~~Regional ~~January 24,~~Tire ~~2014,~~Distributors ~~among ATD Merger Sub II LLC~~ (~~“Buyer” or “Merger Sub”~~Vernon), anInc. ~~indirect~~and ~~wholly-owned~~Regional ~~subsidiary~~Tire ofDistributors ~~Holdings, ATDI, Hercules Holding, the equityholders of Hercules Holdings~~ (~~each~~Victoria) aInc. ~~“Seller” and,~~ (collectively, ~~the~~ “~~Sellers~~RTD BC”) ~~and~~pursuant ~~the~~to ~~Sellers’~~three ~~Representative.~~respective ~~Hercules~~asset ~~Holdings owns all of the capital stock of The Hercules Tire & Rubber Company~~purchase ~~(“Hercules”)~~agreements. ~~Hercules~~RTD isBC ~~engaged~~operated ina ~~the business of purchasing, marketing, distributing and selling after-market replacement tires for passenger cars, trucks, and certain off road vehicles to~~ tire ~~dealers,~~ wholesale ~~distributors,~~business ~~retail distributors and other~~ in the ~~United~~province ~~States, Canada and internationally. In its most recent fiscal year, Hercules generated revenues and Adjusted EBITDA~~ of ~~approximately~~British ~~$600~~Columbia ~~million~~in ~~and $27 million, respectively and we expect the acquisition to generate operation synergies between $30 million and $35 million~~Canada.

~~The~~On ~~following~~June 27, ~~table~~2014, ~~shows~~we completed the ~~calculation~~following ~~of Adjusted EBITDA from the most directly comparable GAAP measure, net income (loss) for Hercules and Terry’s Tire~~acquisitions:

			Terry’s
In millions	Hercules		Tire
Net income (loss)	$	6	$	(12	)
Depreciation and amortization		6		12
Interest expense		7		10
Income tax provision (benefit)		3		—
Incentive compensation		2		—
Other		3		4
Adjusted EBITDA	$	27	$	14

•

Trail Tire. We acquired the wholesale distribution business of Trail Tire Distributors Ltd. (“Trail Tire”) pursuant to an Asset Purchase Agreement by and among TriCan Tire Distributors Inc. (“TriCan”) and the shareholders and principals of Trail Tire. Trail Tire is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada.

On• ~~January 17,~~Extreme ~~2014, TriCan Tire Distributors (“TriCan”) entered into an Asset Purchase Agreement with Kipling Tire Co~~Wheel. ~~LTD~~We ~~(“Kipling”)~~acquired ~~pursuant to which TriCan agreed to acquire~~ the wholesale distribution business of ~~Kipling.~~Extreme ~~Kipling~~Wheel ~~has~~Distributors ~~operated as a retail-wholesale business since 1982~~Ltd. ~~Kipling’s~~ ~~wholesale~~(“Extreme ~~business~~Wheel”) ~~distributes~~pursuant ~~tires from its Etobicoke facilities~~ to ~~approximately~~an ~~400~~Asset ~~retail~~Purchase ~~customers~~Agreement inby ~~Southern~~and ~~Ontario.~~between ~~Kipling’s retail operations were not acquired by~~ TriCan and ~~will~~the ~~continue~~shareholder toand ~~operate~~principal ~~under~~of ~~its~~Extreme ~~current ownership~~Wheel. ~~This~~Extreme ~~acquisition~~Wheel ~~will~~is ~~further~~a ~~strengthen~~wholesale ~~TriCan’s~~distributor ~~presence~~of inwheels ~~the~~and ~~Southern~~related ~~Ontario~~accessories ~~region~~in of Canada.

On• ~~December 13, 2013,~~Kirks. weWe ~~completed~~acquired the ~~purchase~~wholesale ofdistribution ~~100%~~business of Kirks Tire Ltd. (“Kirks Tire”) pursuant to an Asset Purchase Agreement by and among TriCan and the ~~outstanding~~shareholders ~~common~~and ~~shares~~principals of ~~Wholesale~~Kirks Tire. ~~Distributors~~Kirks ~~Inc.~~Tire ~~(“WTD”).~~is ~~WTD~~engaged ~~owned~~in ~~and~~(i) ~~operated~~the ~~two~~wholesale distribution ~~centers~~of ~~serving~~tire, ~~over~~tire 2parts,~~300~~ ~~customers.~~tire ~~The~~accessories ~~acquisition~~and ~~was~~related ~~funded~~equipment byand ~~cash~~(ii) onthe ~~hand. The~~retail ~~acquisition~~sale and installation of ~~WTD~~tires, ~~strengthened~~tire ~~our~~parts, ~~market~~and ~~presence~~tire inaccessories and the ~~Southern~~manufacturing ~~Ontario~~and ~~region~~sale of ~~Canada~~retread tires. We did not acquire Kirks Tire’s retail operations.

On• ~~September 4,~~RTD ~~2013,~~Edmonton. weWe ~~entered into~~acquired athe ~~spot~~wholesale ~~interest~~distribution ~~rate~~business ~~swap~~of ~~and~~Regional ~~two~~Tire ~~forward-starting~~Distributors ~~interest rate swaps~~ (~~collectively~~Edmonton) ~~the~~Inc. (“3QRTD ~~2013 Swaps~~Edmonton”), ~~each~~pursuant ~~of which are used~~ to ~~hedge~~an aAsset ~~portion~~Purchase ofAgreement ~~our~~by ~~exposure~~and toamong ~~changes~~TriCan inand ~~our~~the ~~variable~~shareholders ~~interest rate debt. The spot interest rate swap covers a notional amount of $100.0 million at a fixed interest rate of 1.145%~~ and ~~expires~~principals ~~in September 2016. The forward-starting interest rate swaps cover an aggregate notional amount~~ of ~~$100.0~~RTD ~~million, of which $50~~Edmonton.0 ~~million~~RTD ~~becomes~~Edmonton ~~effective in~~is ~~September 2014 at~~ a ~~fixed~~wholesale ~~interest~~distributor ~~rate~~ of ~~1.464%~~tires, ~~and~~tire ~~will~~parts, ~~expire~~tire inaccessories ~~September 2016~~ and ~~$50.0~~related ~~million~~equipment ~~becomes effective~~ in ~~September 2015 at a fixed interest rate of 1~~Canada.942% and will expire in September 2016. The 3Q 2013 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

2426

On• ~~August 30,~~RTD ~~2013,~~Calgary. weWe ~~completed~~acquired the ~~purchase~~wholesale ofdistribution ~~100%~~business of ~~the~~Regional ~~outstanding capital stock of~~ Tire Distributors, (Calgary) Inc. (“~~TDI~~RTD Calgary”). ~~TDI~~pursuant ~~owned~~to ~~and~~an ~~operated~~Asset ~~one~~Purchase ~~distribution~~Agreement ~~center~~by ~~serving~~and ~~over~~among ~~1,700~~TriCan ~~customers.~~and ~~The~~the ~~acquisition~~shareholders ~~was~~and ~~funded~~principals ~~through~~of ~~our~~RTD ~~ABL Facility~~Calgary. ~~The~~RTD ~~acquisition~~Calgary ofis ~~TDI~~a ~~expanded~~wholesale ~~our~~distributor ~~market~~of ~~position~~tires, intire ~~Maryland~~parts, tire accessories and ~~northeastern~~ ~~Virginia.~~related equipment in Canada.

On ~~April~~March 3028, ~~2013~~2014, we completed the acquisition of ~~Regional~~Terry’s Tire Town Holdings, Inc. (“~~Holdco~~Terry’s Tire”) pursuant to a Stock ~~Share~~ Purchase Agreement ~~dated~~between asTTT Holdings, Inc., which owned all of ~~March 22~~the capital stock of Terry’s Tire. Terry’s Tire and its subsidiaries are engaged in the business of purchasing, ~~2013~~marketing, ~~among~~distributing ~~TriCan,~~and ~~ATDI~~selling tires, ~~Holdco~~wheels and related ~~Regional~~tire ~~Tire~~and ~~Distributors~~wheel ~~Inc.,~~accessories on a ~~100%~~wholesale ~~owned~~basis ~~subsidiary~~to oftire ~~Holdco~~dealers, ~~(“RTD”).~~wholesale ~~Holdco~~distributors, ~~has~~retail nochains, ~~significant~~automotive ~~assets~~dealers orand ~~operations~~others, retreading tires and selling retread and other ~~than~~commercial ~~its ownership~~tires ofthrough ~~RTD.~~commercial ~~The~~outlets ~~operations~~to ofend ~~RTD~~users and ~~constitute~~selling ~~the~~tires ~~operations~~directly ofto ~~Holdco~~consumers via the Internet. ~~RTD~~Terry’s isTire aoperated ~~wholesale~~ten ~~distributor~~distribution ofcenters ~~tires,~~spanning ~~tire~~from ~~parts,~~Virginia ~~tire~~to ~~accessories~~Maine and ~~related~~in ~~equipment~~Ohio. inWe believe the ~~Ontario~~acquisition ~~and~~of ~~Atlantic~~Terry’s ~~provinces~~Tire ofwill ~~Canada.~~enhance ~~The~~our ~~acquisition~~market ofposition ~~RTD~~in ~~was~~these ~~funded~~areas byand ~~borrowings~~aligns ~~under~~very well with our ~~ABL~~distribution ~~Facility~~centers, ~~and~~especially ~~FILO~~our ~~Facility,~~new asdistribution ~~more~~centers ~~fully~~that ~~described~~we ~~below~~opened over the past two years in the Northeast and Ohio.

25On January 31, 2014, we completed the acquisition of Hercules Tire Holdings LLC (“Hercules Holding”) pursuant to an Agreement and Plan of Merger, dated January 24, 2014. Hercules Holdings owns all of the capital stock of The Hercules Tire & Rubber Company (“Hercules”). Hercules is engaged in the business of purchasing, marketing, distributing and selling replacement tires for passenger cars, trucks, and certain off road vehicles to tire dealers, wholesale distributors, retail distributors and other in the United States, Canada and internationally. Hercules operated 15 distribution centers in the United States, six distribution centers in Canada and one warehouse in northern China. Hercules also markets the Hercules® brand, which is one of the most sought after proprietary tire brands in the industry. We believe the acquisition of Hercules will strengthen our presence in major markets such as California, Texas and Florida in addition to increasing our presence in Canada. Additionally, Hercules’ strong logistics and sourcing capabilities, including a long-standing presence in China, will also allow us to capitalize on the growing import market, as well as provide the ability to expand the international sales of the Hercules® brand, which in 2013 had a 2% market share of the passenger and light truck market in the United States and Canada and a 3% market share of highway truck tires in the United States and Canada.

On January 17, 2014, TriCan entered into and closed an Asset Purchase Agreement with Kipling Tire Co. LTD (“Kipling”) pursuant to which TriCan agreed to acquire the wholesale distribution business of Kipling. Kipling has operated as a retail-wholesale business since 1982. Kipling’s wholesale business distributes tires from its Etobicoke facilities to approximately 400 retail customers in Southern Ontario. Kipling’s retail operations were not acquired by TriCan and will continue to operate under its current ownership. This acquisition will further strengthen TriCan’s presence in the Southern Ontario region of Canada.

Credit Agreement Amendment

In addition, on June 16, 2014, we amended our credit agreement relating to our senior secured term loan facility to borrow an additional $420 million on the same terms as our existing Term Loan (as defined below) The proceeds from these additional borrowings were used to redeem all amounts outstanding under our Senior Secured Notes (as defined below) and pay related fees and expenses, as well as for working capital requirements and other general corporate purposes, including the financing of potential future acquisitions.

Results of Operations

Our fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of certain fiscal years will not be exactly comparable to other fiscal years. The ~~2013~~2014 fiscal year, which ended ~~December~~January 283, ~~2013~~2015, ~~the~~contains ~~2012~~operating results for 53 weeks. The 2013 fiscal year, which ended December 2928, ~~2012,~~2013 and the 2012 ~~2011~~ fiscal year, which ended December 3129, ~~2011~~2012, each contain operating results for 52 weeks. It should be noted that we and our recently acquired Hercules subsidiary have different year-end reporting dates. Hercules has a December 31 year-end reporting date. There were no significant changes to the business subsequent to Hercules’ fiscal period end that would have a material impact on the consolidated financial statements as of and for the quarter and twelve months ended January 3, 2015. Terry’s Tire, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton and RTD Calgary each converted to our quarter-end reporting date during the quarter ended October 4, 2014. The impact from these conversions on the consolidated financial statements was not material. It should also be noted that, prior to fiscal 2013, our year-end reporting date was different from that of our TriCan subsidiary. For fiscal 2012, TriCan had a calendar year-end reporting date of December 31. The impact from this difference on the consolidated financial statements was not material. TriCan converted to our fiscal year-end reporting date during fiscal 2013.

Fiscal ~~2013~~2014 Compared to Fiscal ~~2012~~2013

The following table sets forth the period change for each category of the statements of operations, as well as each category as a percentage of net sales:

	Fiscal YearEnded			Fiscal YearEnded			Period OverPeriodChange			Period OverPeriod% Change			Percentage of Net SalesFor the RespectivePeriod Ended
							Period Over			Period Over			Percentage of Net Sales
In thousands	December 28,2013			December 29,2012			Favorable(unfavorable)			Favorable(unfavorable)			December 28,2013			December 29,2012
	Fiscal Year			Fiscal Year			Period			Period			For the Respective
Net sales	$	3,839,269		$	3,455,864		$	383,405			11.1	%		100.0	%		100.0	%
	Ended			Ended			Change			% Change			Period Ended
Cost of goods sold		3,188,409			2,887,421			(300,988	)		-10.4	%		83.0	%		83.6	%
	January 3,			December 28,			Favorable			Favorable			January 3,			December 28,
Selling, general and administrative expenses		574,987			506,408			(68,579	)		-13.5	%		15.0	%		14.7	%
In thousands	2015			2013			(unfavorable)			(unfavorable)			2015			2013
Transaction expenses		6,719			5,246			(1,473	)		-28.1	%		0.2	%		0.2	%
Net sales	$	5,030,698		$	3,836,569		$	1,194,129			31.1	%		100.0	%		100.0	%
Operating income (loss)		69,154			56,789			12,365			21.8	%		1.8	%		1.6	%
Cost of goods sold		4,178,727			3,185,709			(993,018	)		(31.2	%)		83.1	%		83.0	%
Selling, general and administrative expenses		778,876			569,234			(209,642	)		(36.8	%)		15.5	%		14.8	%
Management fees		19,886			5,753			(14,133	)		(245.7	%)		0.4	%		0.1	%
Transaction expenses		53,616			6,719			(46,897	)		(698.0	%)		1.1	%		0.2	%
Operating income (loss)		(407	)		69,154			(69,561	)		(100.6	%)		(0.0	%)		1.8	%
Other income (expense):
Interest expense		(74125,~~284~~590	)		(7274,~~918~~284	)		(151,~~366~~306	)		-1(69.91	%)		-1(2.95	%)		~~-2.~~(1.9	%)
Other, net		(5,172	)		(3,895	)		(1,277	)		-32.8	%		-0.1	%		-0.1	%
Loss on extinguishment of debt		(17,195	)		—			(17,195	)		(100.0	%)		(0.3	%)		0.0	%
Income (loss) from operations before income taxes		(10,302	)		(20,024	)		9,722			48.6	%		-0.3	%		-0.6	%
Other, net		(4,770	)		(5,172	)		402			7.8	%		(0.1	%)		(0.1	%)
Income tax provision (benefit)		(3,945	)		(5,678	)		(1,733	)		-30.5	%		-0.1	%		-0.2	%
Income (loss) from continuing operations before income taxes		(147,962	)		(10,302	)		(120,465	)		(1,169.3	%)		(2.9	%)		(0.3	%)
Net income (loss)	$	(6,357	)	$	(14,346	)	$	7,989			55.7	%		-0.2	%		-0.4	%
Income tax provision (benefit)		(53,676	)		(3,945	)		49,731			1,260.6	%		(1.1	%)		(0.1	%)
Income (loss) from continuing operations		(94,286	)		(6,357	)		32,536			(511.8	%)		(1.9	%)		(0.2	%)
Income (loss) from discontinued operations, net of tax		(313	)		—			313			(100.0	%)		(0.0	%)		0.0	%
Net income (loss)	$	(94,599	)	$	(6,357	)	$	(70,734	)		(1,112.7	%)		(1.9	%)		(0.2	%)

Net Sales

Net sales for fiscal ~~2013~~2014 were 3$5,~~839~~030.3 7 million, a $~~383~~1,194.41 million or 1131.1% increase compared with fiscal ~~2012~~2013. The increase in net sales ~~was~~ was primarily driven by the combined results of new distribution centers as well as the ~~acquisition~~acquisitions of ~~TriCan~~RTD ~~and~~BC, ~~Firestone~~Trail ofTire, ~~Denham~~Extreme ~~Springs~~Wheel, ~~Inc.~~Kirks ~~d/b/a Consolidated~~ Tire &, ~~Oil~~RTD ~~(“CTO”)~~Edmonton, inRTD ~~fiscal~~Calgary, ~~2012~~Hercules and ~~RTD,~~Terry’s ~~TDI~~Tire and our 2013 acquisitions of WTD, ~~in fiscal~~TDI ~~2013~~and RTD. These growth initiatives added $~~464~~993.47 million of incremental sales during fiscal ~~2013~~2014. In addition, ~~despite one less selling day in fiscal 2013 as compared to fiscal 2012,~~ we experienced an increase in comparable tire unit sales of $3284.6 3 million primarily driven by an overall stronger sales unit environment ~~particularly~~and the ~~during~~inclusion ~~fourth~~of ~~quarter~~four ofadditional ~~2013~~selling days in fiscal 2014 which contributed approximately $39.2 million to the unit increase. However, these increases were partially offset by lower net tire pricing of $9283.09 million, ~~which~~primarily ~~included~~driven ~~$68.8~~by manufacturer ~~million~~marketing ~~related~~specials, ~~to passenger~~competitive ~~and~~pricing ~~light~~positions ~~truck~~in ~~tires~~certain ~~and $15~~U.5S. ~~million related to medium truck tires~~markets, ~~primarily driven by manufacturer price repositioning,~~ as well as, a ~~slight~~ shift in product mix in our lower priced point offerings ~~specifically our entry level imported products~~.

~~Cost~~28 ~~of Goods Sold~~

Cost of goods sold for fiscal 2013 were $3,188.4 million, a $301.0 million or a 10.4% increase compared with fiscal 2012. The increase in cost of goods sold was primarily driven by the combined results of new distributions centers as well as the acquisition of TriCan and CTO in fiscal 2012 and RTD, TDI and WTD in fiscal 2013. These growth initiatives added $379.1 million of incremental costs during fiscal 2013. In addition, despite one less selling day in fiscal 2013 as compared to fiscal 2012, we experienced an overall stronger sales unit environment, particularly during fourth quarter of 2013, which increased cost of goods sold by $0.9 million. Cost of goods sold for fiscal 2013 also includes $5.4 million related to non-cash amortization of the inventory step-up recorded in connection with the acquisitions of TriCan, RTD, TDI and WTD as compared to $4.1 million during fiscal 2012. These increases were partially offset by lower net tire pricing of $78.6 million.

Cost of ~~goods~~Goods ~~sold~~Sold as a percentage of net sales was 83.0% for fiscal 2013, a decrease compared with 83.6% from fiscal 2012. The decrease in cost of goods sold as a percentage of net sales was primarily driven by a higher level of manufacturer program benefits in the current year, which was driven by an approximate 4% unit growth in the U.S., but was partially offset by a higher level of negative FIFO layers in 2013 as compared to 2012, which resulted from manufacturer price reductions.

Cost of goods sold for fiscal 2014 were $4,178.7 million, a $993.0 million or a 31.2% increase compared with fiscal 2013. The increase in cost of goods sold was primarily driven by the combined results of new distribution centers as well as the acquisitions of RTD BC, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, RTD Calgary, Hercules and Terry’s Tire in 2014 and our 2013 acquisitions of RTD, WTD and TDI. These growth initiatives added $822.8 million of incremental costs during fiscal 2014. Cost of goods sold for fiscal 2014 also includes $35.9 million related to the non-cash amortization of the inventory step-up recorded in connection with the acquisitions of RTD BC, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, RTD Calgary, Terry’s Tire, Hercules and WTD as compared to $5.4 million during fiscal 2013. In addition, the inclusion of four additional selling days in fiscal 2014 and an overall stronger sales unit environment increased cost of goods sold by $234.4 million (of which approximately $34.2 million was due to the four additional selling days). These increases were partially offset by lower net tire pricing of $69.2 million.

Cost of goods sold as a percentage of net sales was 83.1% for fiscal 2014, a slight increase compared with 83.0% for fiscal 2013. The increase in cost of goods sold as a percentage of net sales was primarily driven by the $35.9 million non-cash amortization of the inventory step-up recorded in connection with the RTD BC, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, RTD Calgary, Terry’s Tire, Hercules and WTD acquisitions. This increase had a 0.6% impact on cost of goods sold as a percentage of net sales. Excluding the non-cash amortization of the inventory step-up, the decrease in cost of goods sold as a percentage of net sales was primarily driven by the margin contribution of the Hercules brand, a lower level of manufacturer price repositioning this year as compared to the prior year, and an incremental benefit from manufacturer programs during the current year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for fiscal ~~2013~~2014 ~~were~~was $~~575~~778.09 million, a $68209.6 million or 1336.58% increase compared with fiscal ~~2012~~2013. The increase in selling, general and administrative expenses was primarily related to incremental costs associated with our new distribution centers as well as the ~~acquisition~~acquisitions of ~~TriCan~~RTD ~~and~~BC, ~~CTO~~Trail inTire, ~~fiscal~~Extreme ~~2012~~Wheel, ~~and~~Kirks Tire, RTD Edmonton, ~~TDI~~RTD Calgary, Hercules and ~~WTD~~Terry’s Tire in ~~fiscal~~2014 and our 2013 acquisitions of RTD, WTD and TDI. Combined, these factors added $69160.63 million of incremental costs to fiscal ~~2013, including increased amortization expense of $12~~2014.1 ~~million from newly established intangible assets.~~ In addition, we also experienced a $531.34 million increase toin ~~vehicle and~~salaries ~~occupancy~~and ~~expenses~~wage expense primarily due to a higher ~~overall~~sales ~~consumption~~volume ~~of fuel~~ and ~~other vehicle~~ related ~~expenses~~headcount, ashigher ~~well~~incentive asand ~~increases~~commission incompensation ~~occupancy~~and ~~costs~~the asinclusion ~~we expanded several~~ of ~~our~~four ~~distribution~~additional ~~centers~~selling todays ~~better~~in ~~service~~fiscal ~~our~~2014, ~~existing~~which ~~customers.~~contributed ~~Depreciation expense~~approximately ~~added an additional~~ $42.76 million ~~of costs~~ to ~~fiscal~~the year-over-year ~~2013~~increase. asAdditionally, weoccupancy ~~increased~~and ~~our~~vehicle ~~capital~~expense ~~expenditure~~increased ~~costs for information system technologies~~$7.9 ~~These~~million ~~increases~~due ~~were~~to ~~partially~~higher ~~offset~~cost byas awe ~~decrease~~expanded inseveral ~~salaries and wage expense~~ of ~~$9.0~~our ~~million, which~~distribution ~~related~~centers to ~~lower~~better ~~commission~~service ~~compensation,~~our existing customers as well as, ~~improved~~higher ~~operating~~overall ~~efficiencies~~fuel consumption and other ~~headcount~~vehicle ~~leverage~~related ~~in most of our distribution centers~~expenses.

Selling, general and administrative expenses as a percentage of net sales ~~was~~were 15.05% for fiscal ~~2013~~2014; an increase compared with 14.78% ~~during~~ for fiscal ~~2012~~2013. The increase in selling, general and administrative expenses as a percentage of net sales ~~was~~were ~~substantially~~primarily driven by an increase in ~~non-cash~~costs associated with our recently opened and acquired distribution centers. Overall operating leverage significantly improved during the latter part of 2014, as our consolidation of the Hercules distribution centers were finalized during the latter part of the third quarter, our consolidation of the Terry’s Tire’s distribution centers did not commence until the latter part of the second quarter and extended through the latter part of the third quarter, and our consolidation of Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton and RTD Calgary was commenced and completed during the latter part of the third quarter. In addition, higher depreciation and amortization expense between periods resulted in a 0.3% increase in selling, general and administrative expenses as a percentage of net sales.

Management Fees

Management fees for fiscal 2014 of $19.9 million represents a monitoring fee paid to our sponsor, TPG, for certain management, consulting and financial services as well as fees paid to our outside board of directors. In addition, fiscal 2014 includes a $13.5 million fee paid to TPG in connection with the acquisitions of Terry’s Tire and Hercules.

Transaction Expenses

Transaction expenses for fiscal ~~2013~~2014 were $653.76 million and were primarily related to costs associated with ~~our~~the ~~acquisitions~~acquisition and integration of RTD BC, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, ~~TDI~~RTD Calgary, Hercules and ~~WTD~~Terry’s Tire, as well as with expenses related to potential future acquisitions and other corporate initiatives. ~~Transaction~~In addition, transaction expenses for fiscal 2014 ~~2012~~include ~~were~~ $54.20 million, ~~which primarily~~ related to ~~acquisition~~the ~~costs~~suspended ~~associated~~initial ~~with~~public ~~our~~offering ~~acquisition~~ of ~~TriCan~~ATD inCorporation’s, ~~November~~our ~~2012~~indirect ~~and~~parent, ~~CTO~~common instock. ~~May~~Transaction ~~2012 as well as with~~ expenses ~~related~~for tofiscal ~~potential~~2013 ~~future~~were ~~acquisitions and corporate initiatives~~$6.7 Inmillion ~~addition,~~and wewere ~~incurred~~primarily ~~$1.3~~related ~~million~~to ~~for exit~~ costs associated with our acquisitions ~~decision~~of toRTD, ~~relocate~~TDI anand ~~existing~~WTD ~~distribution~~as ~~center~~well ~~into~~as anexpenses ~~expanded~~related ~~distribution~~to ~~center~~potential ~~during~~future ~~fiscal~~acquisitions ~~2012~~and other corporate initiatives.

Interest Expense

Interest expense for fiscal ~~2013~~2014 was $74125.36 million, a $151.43 million or 169.91% increase compared with fiscal ~~2012~~2013. ~~The~~This increase ~~is primarily~~ was due to higher ~~average~~ debt levels onassociated with our ABL Facility, ~~as well as our~~ FILO Facility, ~~resulting~~Additional ~~from~~Subordinated ~~our~~Notes ~~acquisitions~~and ofTerm ~~TriCan~~Loan, atall ~~the end of fiscal 2012~~ as ~~well~~defined asunder ~~RTD,~~Liquidity ~~TDI~~ and ~~WTD~~Capital ~~during fiscal 2013. In addition~~Resources, ~~interest~~which ~~expense~~were ~~for~~driven ~~fiscal~~by ~~2012~~our ~~included~~2014 ~~$2.8~~acquisitions ~~million~~and ~~relating to~~ the ~~write-off~~redemption of ~~deferred~~our ~~financing~~Senior Secured ~~costs~~Notes. ~~associated~~Additionally, ~~with~~changes in the ~~amendment~~fair value of our ~~ABL~~interest ~~Facility~~rate ~~in November~~swaps ~~2012~~resulted ~~that did not repeat~~ in ~~fiscal~~a ~~2013~~$4.2 ~~During~~million ~~fiscal~~increase ~~2013,~~in weinterest ~~also recorded $0~~expense.7 ~~million~~These ~~associated~~increases ~~with~~were ~~the~~partially ~~fair~~offset ~~value~~by ~~changes~~lower ~~of our~~ interest ~~rate~~expense ~~swaps.~~related ~~The~~to ~~comparable~~the ~~amount~~redemption ~~recorded~~of ~~associated~~our ~~with~~Senior Secured ~~these~~Notes ~~swaps~~in ~~during~~June ~~fiscal 2012 was $1~~2014.3 ~~million.~~

27Loss on Extinguishment of Debt

~~Table~~Loss on extinguishment of ~~Contents~~debt for fiscal 2014 of $17.2 million related to the early redemption of all $250.0 million aggregate principal amount of our 9.75% Senior Secured Notes on June 16, 2014 at a redemption price of 104.875% of the principal amount. Additionally, the loss on extinguishment of debt includes approximately $4.9 million related to the write-off of the unamortized original issuance discount and unamortized deferred financing fees associated with the Senior Secured Notes.

Provision (Benefit) for Income Taxes

Our income tax benefit for fiscal ~~2013~~2014 was $353.97 million, consisting of a $51.0 million U.S, tax benefit and a $2.7 million foreign tax benefit. The benefit, which was based on a pre-tax loss of $10148.3 0 million, includes $6687.7 0 million of amortization expense that is not deductible for income tax purposes. Our income tax ~~provision~~benefit for ~~2012~~2013 was $53.79 million, consisting of a $4.1 million U.S. tax benefit and a $0.2 million foreign tax expense, which was based on pre-tax loss of $2010.03 million, primarily resulting from a higher state effective tax rate as well as additional amortization expense related to the valuation of intangible assets acquired, which were recorded in connection with the TPG Merger. Our effective tax rate for fiscal years ~~2013~~2014 and ~~2012~~2013 was 3836.23% and 2838.3%, respectively. The effective tax rate for fiscal ~~2013~~2014 was higher than the statutory tax rate primarily due to ~~the~~higher ~~adjustment~~state toincome ~~the~~taxes, ~~transaction~~a ~~costs~~result ~~related~~based toon ~~2013~~our ~~acquisitions~~legal entity tax structure, the ~~release~~unfavorable ofadjustment to the ~~valuation~~transaction ~~allowance~~costs related to ~~various~~the ~~state~~2014 ~~net operating losses~~acquisitions, and the rate differences between U.S. and Canada. The effective tax rate for fiscal ~~2012~~2013 was ~~lower~~higher than the statutory tax rate primarily due to the unfavorable adjustment to the transaction costs related to the ~~acquisition~~2013 ~~of TriCan~~acquisitions, the ~~impact~~release ~~from certain~~of ~~amortization~~the ~~expense~~valuation ~~that~~allowance isrelated ~~non-deductible~~to various ~~for~~state ~~tax~~net ~~purposes~~operating losses, and the rate differences between U.S. and Canada.

~~Fiscal~~30 ~~2012 Compared to Fiscal 2011~~

Fiscal 2013 Compared to Fiscal 2012

The following table sets forth the period change for each category of the statements of operations, as well as each category as a percentage of net sales:

	Fiscal YearEnded			Fiscal YearEnded			Period OverPeriodChange			Period OverPeriod% Change			Percentage of Net SalesFor the RespectivePeriod Ended
							Period Over			Period Over			Percentage of Net Sales
In thousands	December 29,2012			December 31,2011			Favorable(unfavorable)			Favorable(unfavorable)			December 29,2012			December 31,2011
	Fiscal Year			Fiscal Year			Period			Period			For the Respective
Net sales	$	3,455,864		$	3,050,240		$	405,624			13.3	%		100.0	%		100.0	%
	Ended			Ended			Change			% Change			Period Ended
Cost of goods sold		2,887,421			2,535,020			(352,401	)		-13.9	%		83.6	%		83.1	%
	December 28,			December 29,			Favorable			Favorable			December 28,			December 29,
Selling, general and administrative expenses		506,408			437,110			(69,298	)		-15.9	%		14.7	%		14.3	%
In thousands	2013			2012			(unfavorable)			(unfavorable)			2013			2012
Transaction expenses		5,246			3,946			(1,300	)		-32.9	%		0.2	%		0.1	%
Net sales	$	3,836,569		$	3,454,564		$	382,005			11.1	%		100.0	%		100.0	%
Operating income (loss)		56,789			74,164			(17,375	)		-23.4	%		1.6	%		2.4	%
Cost of goods sold		3,185,709			2,886,121			(299,588	)		(10.4	%)		83.0	%		83.5	%
Selling, general and administrative expenses		569,234			498,962			(70,272	)		(14.1	%)		14.8	%		14.4	%
Management fees		5,753			7,446			1,693			22.7	%		0.1	%		0.2	%
Transaction expenses		6,719			5,246			(1,473	)		(28.1	%)		0.2	%		0.2	%
Operating income (loss)		69,154			56,789			12,365			(21.8	%)		1.8	%		1.6	%
Other income (expense):
Interest expense		(7274,~~918~~284	)		(6772,~~580~~918	)		(51,~~338~~366	)		-7(1.9	%)		~~-2.~~(1.9	%)		-(2.21	%)
Other, net		(35,~~895~~172	)		(23,~~110~~895	)		(1,~~785~~277	)		~~-84~~(32.68	%)		-(0.1	%)		-(0.1	%)
Income (loss) from operations before income taxes		(20,024	)		4,474			(24,498	)		-547.6	%		-0.6	%		0.1	%
Income (loss) from continuing operations before income taxes		(10,302	)		(20,024	)		9,722			48.6	%		(0.3	%)		(0.6	%)
Income tax provision (benefit)		(53,~~678~~945	)		4(5,~~357~~678	)		10(1,~~035~~733	)		~~230~~(30.35	%)		-(0.21	%)		(0.12	%)
Net income (loss)	$	(146,~~346~~357	)	$	~~117~~(14,346	)	$	~~(14~~7,~~463~~989	)		~~-12361~~55.57	%		-(0.42	%)		(0.04	%)

Net Sales

Net sales for fiscal ~~2012~~2013 were $3,~~455~~836.96 million, a $~~405~~382.60 million or 1311.31% increase compared with fiscal ~~2011~~2012. The increase in net sales was ~~partially~~primarily driven by ~~higher~~the ~~net~~combined ~~tire~~results ~~pricing~~ of ~~$167.1~~new ~~million.~~distribution ~~The~~centers ~~pricing~~as ~~increase,~~well ~~which~~as ~~included~~the ~~$127.0~~acquisition ~~million~~of ~~related~~TriCan ~~to passenger~~ and ~~light~~Firestone ~~truck~~of ~~tires~~Denham ~~and~~Springs, ~~$28~~Inc.1 ~~million~~d/b/a ~~related~~Consolidated toTire & ~~medium~~Oil ~~truck~~(“CTO”) ~~tires,~~in ~~resulted~~fiscal ~~from~~2012 ~~our~~and ~~passing~~RTD, ~~through~~TDI ~~tire manufacturer~~and ~~price~~WTD ~~increases~~in fiscal ~~predominately~~2013. ~~established~~These ~~during~~growth ~~2011,~~initiatives asadded ~~well~~$464.4 asmillion ~~selling a higher mix~~ of ~~flag~~incremental ~~brand~~sales ~~product~~during ~~and~~fiscal a2013. ~~lower~~In ~~mix~~addition, ofdespite ~~Chinese~~one ~~manufactured~~less ~~product.~~selling ~~The~~day ~~combined~~in ~~results~~fiscal of2013 ~~new~~as ~~distribution~~compared ~~centers~~to ~~opened~~fiscal ~~since~~2012, ~~the~~we ~~beginning~~experienced ~~of 2011~~an asincrease ~~well~~in ascomparable ~~the~~tire ~~acquisitions~~unit sales of ~~TriCan,~~$3.6 million ~~CTO~~primarily ~~and~~driven ~~Bowlus~~by ~~Service~~an ~~Company~~overall ~~d/b/a~~stronger ~~North~~sales ~~Central~~unit ~~Tire~~environment ~~(“NCT”)~~particularly ~~added~~during ~~$181.5~~fourth ~~million~~quarter of ~~incremental sales during fiscal 2012~~2013. ~~In addition~~However, anthese ~~increase~~increases inwere ~~comparable~~partially ~~tire~~offset ~~unit~~by ~~sales~~lower ~~across~~net ~~all~~ tire ~~categories~~pricing ~~contributed~~of $4092.40 million, ~~primarily~~which ~~driven~~included by$68.8 million related to passenger and light truck tires. ~~However,~~and ~~the~~$15.5 ~~increase~~million inrelated ~~comparable~~to ~~tire~~medium ~~sales~~truck ~~was~~tires, ~~slightly~~primarily ~~impacted~~driven by ~~destocking~~manufacturer ofprice ~~lower~~repositioning, ~~price~~as ~~point~~well ~~inventories~~as, ~~throughout~~a ~~the~~slight ~~marketplace~~shift in ~~anticipation~~ ofproduct ~~the~~mix ~~expiration~~in ofour ~~tariffs~~lower ~~imposed~~price onpoint ~~Chinese~~offerings ~~tire~~specifically ~~imports~~our ~~that~~entry ~~ceased~~level ~~at the end of September 2012~~imported products. ~~As a result, comparable net sales of the Chinese tire imports decreased by $34.1 million.~~

~~Cost~~31 ~~of Goods Sold~~

Cost of goods sold for fiscal 2012 were $2,887.4 million, a $352.4 million or a 13.9% increase compared with fiscal 2011. The increase in cost of goods sold was primarily driven by the combined results of new distribution centers opening since the beginning of 2011, as well as the acquisitions of TriCan, CTO, and NCT. These growth initiatives added $159.2 million of incremental costs

~~during~~Cost ~~fiscal 2012. In addition, higher net tire pricing~~ of ~~$126.3~~Goods ~~million~~Sold contributed to the increase. The pricing increase, which included $103.6 million related to passenger and light truck tires and $23.6 million related to medium truck tires, resulted from tire manufacturer price increases predominately established during 2011, as well as, selling a higher mix of flag brand product and a lower mix of Chinese manufactured product. In addition, an increase in comparable tire unit sales contributed $22.8 million, primarily driven by passenger and light truck tires. Fiscal 2012 also includes $4.1 million related to the non-cash amortization of the inventory step-up recorded in connection with the acquisition of TriCan.

Cost of goods sold asfor afiscal ~~percentage~~2013 ofwas ~~net~~$3,185.7 ~~sales~~million, ~~was~~a 83$299.6% ~~for~~million ~~fiscal~~or ~~2012,~~a an 10.4% increase compared with ~~83.1% from~~ fiscal ~~2011~~2012. The increase in ~~the~~ cost of goods sold was primarily driven by the combined results of new distributions centers as awell ~~percentage~~as the acquisition of ~~net~~TriCan ~~sales~~and ~~was~~CTO ~~primarily~~in ~~driven~~fiscal by2012 aand ~~lower~~RTD, ~~level~~TDI ofand ~~manufacturer~~WTD ~~price~~in ~~increases~~fiscal ~~implemented~~2013. These growth initiatives added $379.1 million of incremental costs during ~~2012~~fiscal 2013. In addition, despite one less selling day in fiscal 2013 as compared to ~~2011~~fiscal 2012, ~~coupled~~we ~~with selective~~experienced ~~discounting~~an byoverall ~~certain~~stronger ~~tire~~sales ~~manufacturers~~unit environment, particularly during ~~2012~~fourth ~~for~~quarter ~~the~~of ~~intention~~2013, which increased cost of goods ~~spurring~~sold ~~unit~~by ~~sales~~$0.9 ~~These~~million. ~~price~~Cost ~~increases~~of ~~generate~~goods ~~favorable~~sold ~~inventory~~for ~~cost~~fiscal ~~layers~~2013 ~~that~~also ~~are~~includes ~~passed~~$5.4 ~~through~~million related to ~~our~~non-cash ~~customers~~amortization of the inventory step-up recorded in connection with the ~~period~~acquisitions ~~instituted.~~of InTriCan, ~~addition~~RTD, TDI and WTD as compared to $4.1 million ~~competitive~~during ~~pricing~~fiscal ~~pressures~~2012. ~~have~~These ~~increased~~increases aswere ~~distributors~~partially ~~vie~~offset ~~for~~by ~~customers~~lower innet atire ~~sluggish~~pricing ~~market~~of $78.6 million.

Cost of goods sold as a percentage of net sales was 83.0% for fiscal 2013, a decrease compared with 83.5% from fiscal 2012. The decrease in cost of goods sold as a percentage of net sales was primarily driven by a higher level of manufacturer program benefits in the current year, which was driven by an approximate 4% unit growth in the U.S., but was partially offset by a higher level of negative FIFO layers in 2013 as compared to 2012, which resulted from manufacturer price reductions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for fiscal ~~2012~~2013 were $~~506~~569.42 million, a $6970.3 million or 1514.91% increase compared with fiscal ~~2011~~2012. The increase in selling, general and administrative expenses was primarily related to incremental costs associated with our new distribution centers ~~opened~~as ~~since~~well as the ~~beginning~~acquisition of ~~2011~~TriCan asand ~~well~~CTO asin ~~the~~fiscal ~~acquisition~~2012 ofand ~~TriCan~~RTD, ~~CTO~~TDI and ~~NCT~~WTD in fiscal 2013. Combined, these factors added $2869.06 million of incremental costs to fiscal ~~2012~~2013, including increased amortization expense of $512.01 million from newly established intangible assets. In addition, we experienced ~~an increase to salaries and wage expense of $14.1 million, primarily due to higher sales volume and related headcount;~~ a $95.83 million increase to vehicle ~~expense~~and occupancy expenses due to a higher ~~price per gallon of fuel, higher~~ overall consumption of fuel and other vehicle related expenses; as well as ~~a $6.0~~increases ~~million increase~~ in occupancy costs as we expanded several of our distribution centers to better service our existing customers. Depreciation expense added an additional $54.7 million of costs to fiscal ~~2012~~2013 as we increased our capital expenditure costs ~~primarily~~ for information system technologies. These increases were partially offset by a decrease in salaries and wage expense of $9.0 million, which related to lower commission compensation, as well as, improved operating efficiencies and headcount leverage in most of our distribution centers.

Selling, general and administrative expenses as a percentage of net sales was 14.78% for fiscal ~~2012~~2013; an increase compared with 14.34% during fiscal ~~2011~~2012. The increase in selling, general and administrative expenses as a percentage of net sales was ~~primarily~~substantially driven by an increase in ~~costs associated with our growth expansion of recently opened distribution centers as well as an increase in~~ non-cash depreciation and amortization expense.

Management Fees

Management fees for fiscal 2013 of $5.8 million represented a monitoring fee paid to our sponsor, TPG, for certain management, consulting and financial services as well as fees paid to our outside board of directors.

Transaction Expenses

Transaction expenses for fiscal ~~2012~~2013 were $56.27 million, ~~which~~and were primarily related to ~~acquisition~~ costs associated with our ~~acquisition~~ acquisitions of ~~TriCan~~RTD, inTDI ~~November 2012~~ and ~~CTO~~WTD ~~in May 2012~~ as well as ~~with~~ expenses related to potential future acquisitions and other corporate initiatives. ~~In addition, we incurred $1.3 million for exit costs associated with our decision to relocate an existing distribution center into an expanded distribution center during fiscal 2012.~~ Transaction expenses for fiscal ~~2011~~2012 were $35.92 million, which primarily related to acquisition ~~fees~~costs asassociated ~~well~~with asour ~~costs~~acquisition ~~incurred~~of TriCan in ~~connection~~November ~~with~~2012 ~~both~~and ~~the~~CTO ~~amendment~~in ofMay ~~our ABL~~2012 ~~Facility~~as ~~and~~well ~~the~~as ~~registration~~with ofexpenses ~~our~~related ~~Senior~~to ~~Secured~~potential ~~Notes~~future ~~with~~acquisitions ~~the~~and ~~SEC~~corporate initiatives. ~~Additionally~~In addition, we incurred $1.13 million for exit costs associated with our decision to relocate ~~two~~an existing distribution ~~centers~~center into ~~two~~an expanded distribution ~~centers~~ center during fiscal ~~2011~~2012.

Interest Expense

Interest expense for fiscal ~~2012~~2013 was $7274.93 million, a $51.34 million or 71.9% increase compared with fiscal ~~2011~~2012. The increase is primarily due to higher average debt levels on our ABL Facility ~~partially~~as ~~offset~~well byas ~~lower~~our ~~average~~FILO ~~interest~~Facility, ~~rates~~resulting onfrom our acquisitions of TriCan at the end ~~outstanding~~of ~~debt~~fiscal 2012 as well as RTD, TDI and WTD during fiscal 2013. In addition, interest expense for fiscal 2012 included $2.8 million ofrelating ~~the year-over-year increase relates~~ to the write-off of deferred financing costs associated with the amendment of our ABL Facility in November 2012 ~~due~~that todid anot ~~change~~repeat in ~~lenders~~fiscal ~~in the syndication group for the amended ABL Facility~~2013. During fiscal ~~2012~~2013, we also recorded $10.37 million associated with the fair value changes of our interest rate swaps. The comparable amount recorded associated with these swaps during fiscal ~~2011~~2012 was $01.93 million.

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Provision (Benefit) for Income Taxes

Our income tax benefit for fiscal ~~2012~~2013 was $53.79 million. The benefit, which was based on a pre-tax loss of $2010.03 million, includes $5966.17 million of amortization expense that is not deductible for income tax purposes. Our income tax ~~provision~~benefit for ~~2011~~2012 was $45.47 million, which was based on pre-tax ~~income~~loss of $420.50 million, primarily resulting from a higher state effective tax rate as well as additional amortization expense related to the valuation of intangible assets acquired, which were recorded in connection with the Merger. Our effective tax rate for fiscal years ~~2012~~2013 and ~~2011~~2012 was 2838.3% and 9728.43%, respectively. The effective tax rate for fiscal ~~2012~~2013 was ~~lower~~higher than the statutory tax rate primarily due to the ~~unfavorable~~ adjustment to the transaction costs related to 2013 acquisitions, the ~~acquisition~~release of ~~TriCan,~~ the ~~impact~~valuation ~~from~~allowance ~~certain~~related ~~amortization~~to ~~expense~~various ~~that~~state isnet ~~non-deductible for~~operating ~~tax purposes~~losses, and the rate differences between U.S. and Canada. The effective tax rate for fiscal ~~2011~~2012 was ~~higher~~lower than the statutory tax rate primarily due to athe ~~0.5%~~adjustment ~~increase~~to inthe ~~our~~transaction ~~state~~costs ~~effective~~related ~~tax~~to ~~rate,~~the aacquisition ~~result~~of ~~based on our growing presence in jurisdictions with higher than average tax rates~~TriCan, ~~and~~ the impact from certain amortization expense that is non-deductible for tax purposes, and the rate differences between U.S. and Canada.

3033

Liquidity and Capital Resources

Overview

The following table contains several key measures to gauge our financial condition and liquidity:

In thousands	December 28,2013			December 29,2012			December 31,2011
	January 3,			December 28,			December 29,
Cash and cash equivalents	$	35,760		$	25,951		$	14,979
In thousands	2015			2013			2012
Working capital		538,444			545,969			446,061
Cash and cash equivalents	$	35,735		$	35,760		$	25,951
Total debt		967,000			951,204			835,808
Working capital		696,768			538,444			545,969
Total stockholder’s equity		692,974			705,654			655,819
Total debt		1,816,115			967,000			951,204
Debt-to-capital ratio		58.3	%		57.4	%		56.0	%
Total stockholder’s equity		623,952			692,974			705,654
Debt-to-capital ratio = total debt / (total debt plus total stockholder’s equity)

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and income tax rates. Our cash requirements consist primarily of the following:

•

Debt service requirements

•

Funding of working capital

•

Funding of capital expenditures

Our primary sources of liquidity include cash flows from operations and our availability under our ABL Facility and FILO Facility. We currently do not intend nor foresee a need to repatriate funds from our Canadian subsidiaries to the ~~U.S.~~United States, and no provision for U.S. income taxes has been made with respect to such earnings. We expect our cash flow from U.S. operations, combined with availability under our U.S. ABL Facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending in the ~~U.S.~~United States during the next twelve month period. ~~In addition, we expect our cash flow from U.S. operations~~ and ~~our~~for availability under our U.S. ABL Facility to continue to provide sufficient liquidity to fund our ongoing obligations, projected working capital requirements, restructuring obligations and capital spending in the ~~U.S. during the~~ foreseeable future. We expect cash flows from our Canadian operations, combined with availability under our Canadian ABL Facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending in Canada during the next twelve month period and thereafter for the foreseeable future.

We are significantly leveraged. Accordingly, our liquidity requirements are significant, primarily due to our debt service requirements. As of ~~December~~January 283, ~~2013~~2015, our total indebtedness was $~~967~~1,816.01 million ~~with a debt-to-capital ratio of 58~~.~~3%.~~ In ~~connection~~February ~~with our acquisition of Hercules on January 31~~2015, ~~2014,~~ we ~~incurred~~issued ~~approximately~~10 1⁄4% ~~$261.5~~Senior ~~million~~Subordinated inNotes ~~additional~~due ~~indebtedness.~~2022 ~~In addition, we entered into a debt commitment financing letter~~ in ~~connection~~the aggregate ~~with~~principal ~~our~~amount ~~proposed acquisition~~ of ~~Terry’s Tire on February 17, 2014. The commitment letter provides for an incremental~~ $~~300~~855.0 million ~~senior~~which ~~secured~~increased ~~term~~our ~~loan facility~~total indebtedness. ~~Subject~~The tonet ~~the~~proceeds ~~terms~~from ~~and~~the ~~conditions~~issuance ~~set~~of ~~forth in~~ the ~~commitment~~10 1⁄4% ~~letter,~~Senior Subordinated weNotes ~~expect~~were used to ~~use~~redeem ~~this~~all ~~incremental~~$425.0 ~~facility~~million toaggregate ~~finance~~principal ~~the~~amount ~~Terry~~of ATDI’s ~~Tire~~11.50% ~~acquisition~~Senior ifSubordinated itNotes ~~occurs~~due 2018. ~~Cash~~As ~~interest~~of ~~payments~~January 3, ~~for fiscal 2013~~2015, ~~fiscal~~we ~~2012~~have ~~and~~an ~~fiscal 2011~~additional ~~were~~ $68236.26 million, ~~$64.3~~of ~~million~~availability ~~and~~under ~~$61.7~~our ~~million, respectively~~U.S. ~~As of December 28~~ABL Facility, ~~2013, we have~~ an additional $~~236~~124.15 million of availability under our ~~U.S.~~Canadian ABL Facility and an additional $4114.28 million of availability under our Canadian ~~ABL~~ FILO Facility. The availability under our U.S. and Canadian ABL Facilities isand FILO Facility are determined in accordance with a borrowing base which can decline due to various factors. Therefore, amounts under our U.S. and Canadian ABL Facilities and FILO Facility may not be available when we need them. ~~Upon closing of the Hercules acquisition and the inclusion of the Hercules assets as part of our borrowing base under our ABL Facility, our aggregate availability was approximately $302 million.~~

Our liquidity and our ability to fund our capital requirements is dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control and many of which are described under “Item 1A — Risk Factors.” If those factors significantly change or other unexpected factors adversely affect us, our business may not generate sufficient cash flow from operations or we may not be able to obtain future financings to meet our liquidity needs. We anticipate that to the extent additional liquidity is necessary to fund our operations, it would be funded through borrowings under our U.S. and Canadian ABL Facilities or through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of liquidity. We may not be able to obtain this additional liquidity on terms acceptable to us or at all.

3134

Cash Flows

The following table sets forth the major categories of cash flows:

In thousands	FiscalYear2013			FiscalYear2012			FiscalYear2011
	Fiscal			Fiscal			Fiscal
Cash provided by (used in) operating activities	$	109,731		$	10,026		$	(91,006	)
	Year			Year			Year
Cash provided by (used in) investing activities		(118,435	)		(167,821	)		(92,249	)
In thousands	2014			2013			2012
Cash provided by (used in) financing activities		22,998			168,824			186,263
Cash provided by (used in) continuing operating activities	$	30,127		$	109,731		$	10,026
Effect of exchange rate changes on cash		(4,485	)		(57	)		—
Cash provided by (used in) discontinued operations		1,580			—			—
Net increase (decrease) in cash and cash equivalents		9,809			10,972			3,008
Cash provided by (used in) investing activities		(933,031	)		(118,435	)		(167,821	)
Cash and cash equivalents - beginning of period		25,951			14,979			11,971
Cash provided by (used in) financing activities		906,469			22,998			168,824
Cash and cash equivalents - end of period	$	35,760		$	25,951		$	14,979
Effect of exchange rate changes on cash		(5,170	)		(4,485	)		(57	)
Cash payments for interest	$	68,179		$	64,324		$	61,732
Net increase (decrease) in cash and cash equivalents		(25	)		9,809			10,972
Cash payments (receipts) for taxes, net	$	23,740		$	6,510		$	(8,101	)
Cash and cash equivalents—beginning of period		35,760			25,951			14,979
Capital expenditures financed by debt	$	128		$	515		$	—
Cash and cash equivalents—end of period	$	35,735		$	35,760		$	25,951
Cash payments for interest, net of capitalized interest	$	116,774		$	66,623		$	63,221
Cash payments (receipts) for taxes, net	$	13,282		$	23,740		$	6,510
Capital expenditures financed by debt	$	—		$	128		$	515

Operating Activities

Net cash provided by continuing operating activities for fiscal ~~2013~~2014 was $~~109~~30.71 million compared with $10109.07 million for fiscal ~~2012~~2013. ~~The increase is~~During ~~primarily~~fiscal ~~driven by cash earnings during the year. In addition~~2014, working capital requirements resulted in a ~~net~~ cash ~~inflow~~outflow of $1830.3 million ~~during fiscal 2013~~, primarily driven by achanges ~~change~~in inventory levels which resulted in ~~accounts~~a ~~payable~~cash ~~associated~~outflow ~~with~~of ~~the~~$27.2 ~~timing~~million as a result of ~~vendor~~building out the product offering provided ~~payments~~through ~~which~~the ~~resulted~~Hercules inacquisition for a ~~cash~~significant ~~inflow~~portion of ~~$39~~our U.6S. ~~million~~and Canadian distribution centers. These increases to inventories were partially offset by athe ~~cash~~consolidation ~~outflow~~ of ~~$27.6~~numerous ~~million~~distribution centers related to ~~changes~~our various U.S. and Canadian acquisitions in fiscal 2014 and the related inventory ~~levels~~rationalization as a ~~result~~part of ~~stocking~~the ~~new~~consolidation ~~distribution~~process. ~~centers~~In ~~opened~~addition, changes in accounts payable and ~~acquired~~accrued ~~during~~expenses associated with the ~~year~~timing asof ~~well~~vendor ~~as seasonal~~payments and changes in ~~inventory~~our income ~~stocking~~tax ~~levels~~receivable ~~(including~~also contributed to the ~~Canadian~~cash ~~winter~~outflow ~~business)~~for working capital requirements during fiscal 2014. These amounts were partially offset by changes in customer accounts receivable which resulted in a cash inflow of $22.3 million.

Net cash provided by operating activities for fiscal 2013 was $109.7 million compared with $10.0 million for fiscal 2012. The increase is primarily driven by cash earnings during the year. In addition, working capital requirements resulted in a net cash inflow of $18.3 million during fiscal 2013, primarily driven by a change in accounts payable associated with the timing of vendor payments which resulted in a cash inflow of $39.6 million partially offset by a cash outflow of $27.6 million related to changes in inventory levels as a result of stocking new distribution centers opened and acquired during 2013 as well as seasonal changes in inventory stocking levels (including the Canadian winter business).

Net cash provided by operating activities for fiscal 2012 was $10.0 million compared with net cash used in operating activities of $91.0 million for fiscal 2011. During fiscal 2012, working capital requirements resulted in a cash outflow of $73.4 million, primarily driven by the continued expansion of our distribution centers into new domestic geographic markets. In addition, inventory resulted in a cash outflow of $32.2 million as a result of stocking seven new distribution centers opened during 2012 and our recent acquisitions. Accounts payable and accrued expenses changes also resulted in a cash outflow of $38.3 million primarily associated with the earlier timing of vendor payments and changes in accrued incentive compensation.

Net cash used in operating activities for fiscal 2011 was $91.0 million. During fiscal 2011, working capital requirements resulted in a cash outflow of $175.0 million, primarily driven by the continued expansion of our distribution centers into new domestic geographic markets. The cash outflow of $151.9 million related to inventory reflected our decision to increase manufacturer safety stock amounts as a result of tight supply levels with most of our manufacturers, the impact of manufacturer price increases on the replenishment of our inventory as well as the impact of new, acquired or expanded distribution centers. In addition, the combined impact of stocking new distribution centers and our recent acquisitions also contributed to the inventory increase. As well, higher sales volumes led to a $47.4 million increase to accounts receivable. However, these amounts were partially offset by a $19.1 million increase in accounts payable and accrued expenses primarily associated with the timing of vendor payments and accrued interest on our senior notes.

Investing Activities

Net cash used in investing activities for fiscal ~~2013~~2014 was $~~118~~933.40 million compared to $~~167~~118.84 million during fiscal ~~2012~~2013. The change was primarily associated with cash paid for acquisitions, which resulted in a $38788.30 million ~~decrease~~increase ~~during~~in ~~fiscal~~the ~~2013~~current period. In addition, we invested $4772.1 million and $5247.41 million in property and equipment purchases during fiscal ~~2013~~2014 and fiscal ~~2012~~2013, respectively, which included information technology upgrades, ITspecifically ~~application~~an ~~development~~upgrade ~~and warehouse racking relating~~ to ~~existing~~Oracle ~~and~~R-12, ~~new~~information ~~distribution~~technology ~~centers.~~application ~~During~~development, ~~fiscal~~investment ~~2013~~in wetire ~~received~~molds ~~proceeds~~and ~~from~~warehouse ~~the sale of assets held for sale of $7~~racking.~~8 million~~ ~~compared to $3.7 million during fiscal 2012.~~

3235

Net cash used in investing activities for fiscal 2013 was $118.4 million compared to $167.8 million during fiscal 2012. The change was primarily associated with cash paid for acquisitions, which resulted in a $38.3 million decrease during fiscal 2013. In addition, we invested $47.1 million and $52.4 million in property and equipment purchases during fiscal 2013 and fiscal 2012, respectively, which included information technology upgrades, IT application development and warehouse racking relating to existing and new distribution centers. During fiscal 2013 we received proceeds from the sale of assets held for sale of $7.8 million compared to $3.7 million during fiscal 2012.

Net cash used in investing activities for fiscal 2012 was $167.8 million compared to $92.2 million during fiscal 2011. The change was primarily associated with cash paid for acquisitions, which resulted in a $55.6 million increase. In addition, we invested $52.4 million and $31.0 million in property and equipment purchases during fiscal 2012 and fiscal 2011, respectively, which included information technology upgrades, IT application development and warehouse racking.

Financing Activities

Net cash provided by financing activities for fiscal 2014 was $906.5 million compared with $23.0 million during fiscal 2013. The change was primarily related to proceeds received from the issuance of our Additional Subordinated Notes and Term Loan during fiscal 2014. These proceeds were used to finance a portion of the Hercules and Terry’s Tire acquisitions as well to redeem all amounts outstanding under our Senior Secured Notes (as defined below). In addition, higher net borrowings from our ABL Facility and FILO Facility, specifically our U.S. ABL Facility, contributed to the year-over-year increase. The higher net borrowings under our ABL Facility and FILO Facility were due to the increase in cash outflow for working capital requirements between periods and cash paid for acquisitions. Additionally, the Company received an equity contribution of $50.0 million from TPG and certain co-investors during fiscal 2014.

Net cash provided by financing activities for fiscal 2013 was $23.0 million compared with $168.8 million during fiscal 2012. The decrease was primarily related to lower net borrowings from our ABL Facility, specifically our U.S. ABL Facility due to the reduction in cash outflow for working capital requirements between periods and favorable cash earnings partially offset by cash paid for acquisition. In addition, cash provided by financing activities for fiscal 2012 included a $60.0 million equity contribution received from TPG and certain co-investors that did not repeat during fiscal 2013.

Net cash provided by financing activities for fiscal 2012 was $168.8 million compared with $186.3 million during fiscal 2011. The decrease was primarily related to lower net borrowings from our ABL Facility due to the reduction in cash outflow for working capital requirements between periods as well as the change in outstanding checks between periods. These decreases were partially offset by a $60.0 million equity contribution received from TPG and certain co-investors during 2012.

Supplemental Disclosures of Cash Flow Information

Cash payments for interest, net of capitalized interest, for fiscal ~~2013~~2014 were $68116.28 million compared with $6466.36 million during fiscal ~~2012~~2013. ~~The~~ The increase is primarily due to ~~higher~~the ~~average~~timing ~~debt~~of ~~levels~~our ~~during~~year-end on January 3, 2015, and as such, included an additional quarterly interest payment on our ABL Facility and FILO Facility as compared to fiscal 2013. Additionally, higher levels of indebtedness incurred in connection with the issuance of our Additional Subordinated Notes and our Term Loan also contributed to the year-over-year increase. In addition, we paid an additional $0.47 million during fiscal ~~2013~~2014 related to our interest rate swaps.

Cash payments for interest, net of capitalized interest, for fiscal ~~2012~~2013 were $6466.36 million compared with ~~cash~~$63.2 ~~payments~~million during ~~for interest for~~ fiscal ~~2011 of $61~~2012.7 ~~million.~~ The increase is primarily due to higher average debt levels during fiscal ~~2012 partially offset by lower average interest rates on the outstanding debt during the year~~2013. AsIn ~~well~~addition, we paid an additional $0.74 million during fiscal ~~2012~~2013 related to our interest rate swaps.

Cash payments for taxes during fiscal 2014 were $15.4 million, which was partially offset by a receipt of $2.1 million related to a federal and state income tax refunds. The remaining balance included payments for 2014 estimated tax payments and 2013 tax return payments.

Cash payments for taxes during fiscal 2013 were $23.7 million compared with $6.5 million during fiscal 2012. The difference between periods primarily relates to the balance and timing of estimated income tax payments and income tax payments due with returns.

~~Cash~~36 payments for taxes during fiscal 2012 were $6.5 million, net of a receipt of $1.2 million related to a federal income tax refund. The remaining balance included payments for 2012 estimated tax payments and 2011 tax return payments. Cash receipts for taxes for fiscal 2011 were $8.1 million. During fiscal 2011, we utilized a federal net operating loss to recover a portion of our prior federal income tax paid. As a result, we received a $9.1 million tax refund in the fourth quarter of 2011 based on the use of this net operating loss carryback.

Indebtedness

The following table summarizes our outstanding debt at ~~December~~January 283, ~~2013~~2015:

In thousands	Matures		Interest Rate (1)			OutstandingBalance
			Interest Rate			Outstanding
U.S. ABL Facility		2017		3.5	%	$	417,066
In thousands	Matures		(1)			Balance
Canadian ABL Facility		2017		4.2			36,424
U.S. ABL Facility		2017		2.1	%	$	581,167
U.S. FILO Facility		2014		5.8			51,863
Canadian ABL Facility		2017		4.4			473
Senior Secured Notes		2017		9.75			248,219
U.S. FILO Facility		2017		3.8			80,000
Senior Subordinated Notes		2018		11.50			200,000
Canadian FILO Facility		2017		6.0			—
Capital lease obligations		2015 - 2027		7.1 - 12.3			12,330
Term Loan		2018		5.8			714,175
Other		2014 - 2021		8.0 - 10.6			1,098
Senior Subordinated Notes (2)		2018		11.50			421,736
Total debt							967,000
Capital lease obligations		2015 - 2027		2.7 - 13.9			12,448
Less - Current maturities							(564	)
Other		2014 - 2021		3.1 - 10.6			6,116
Long-term debt						$	966,436
Total debt							1,816,115
Less—Current maturities							(9,768	)
Long-term debt						$	1,806,347

(1) Interest rates for each of the U.S. ABL Facility, ~~and~~ the Canadian ABL Facility and the U.S. FILO Facility are the weighted- average interest rate at ~~December~~January 283, ~~2013~~2015.

(2)	The Senior Subordinated Notes due in 2018 were redeemed in February 2015.

In February 2015, we issued 10 ¹⁄₄% Senior Subordinated Notes due 2022 in the aggregate principal amount of $855.0 million which increased our total indebtedness. The net proceeds from the issuance of the 10 ¹⁄₄% Senior Subordinated Notes were used to redeem all $425.0 million aggregate principal amount of ATDI’s 11.50% Senior Subordinated Notes due 2018. See Note 20 in our Notes to Consolidated Financial Statements for additional information.

ABL Facility

On January 31, 2014, in connection with the Hercules acquisition, we entered into the Second Amendment to Sixth Amended and Restated Credit Agreement (“Credit Agreement”) which provides for (i) U.S. revolving credit commitments of $850.0 million (of which up to $50.0 million can be utilized in the form of commercial and standby letters of credit), subject to U.S. borrowing base availability (the “U.S. ABL Facility”) and (ii) Canadian revolving credit commitments of $125.0 million (of which up to $10.0 million can be utilized in the form of commercial and standby letters of credit), subject to Canadian borrowing base availability (the “Canadian ABL Facility” and, collectively with the U.S. ABL Facility, the “ABL Facility”). In addition, the Credit Agreement provides the U.S. borrowers under the agreement with a first-in last-out facility (the “U.S. FILO Facility”) in an aggregate principal amount of up to $80.0 million, subject to a borrowing base specific thereto and the Canadian borrowers under the agreement with a first-in last-out facility (the “Canadian FILO Facility” and collectively with the U.S. FILO Facility, the “FILO Facility”) in an aggregate principal amount of up to $15.0 million, subject to a borrowing base specific thereto. The U.S. ABL Facility provides for revolving loans available to ATDI, its 100% owned subsidiary Am-Pac Tire Dist. Inc., Hercules and any other U.S. subsidiary that we designate in the future in accordance with the terms of the agreement. The Canadian ABL Facility provides for revolving loans available to TriCan, ~~RTD~~ and ~~WTD and~~ any other Canadian ~~subsidiaries~~subsidiary that we designate in the future in accordance with the terms of the agreement. Provided that no default or event of default then exists or would arise therefrom, we have the option to request that the ABL Facility be increased by an amount not to exceed $~~200~~175.0 million (up to $5025.0 million of which may be allocated to the Canadian ABL Facility), subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. The maturity date for the ABL Facility is November 16, 2017~~, provided that if on March 1, 2017, either (i) more than $50~~.0 million in aggregate principal amount of ATDI’s Senior Secured Notes remains outstanding or (ii) any principal amount of ATDI’s Senior Secured Notes remains outstanding with a scheduled maturity date which is earlier than 91 days after November 16, 2017 and excess availability under the ABL Facility is less than 12.5% of the aggregate revolving commitments, then the maturity date will be March 1, 2017. The maturity date for the FILO Facility is ~~the date that is 36 months from~~ January 31, ~~2014~~2017.

At ~~December~~January 283, ~~2013~~2015, we had $~~417~~581.12 million outstanding under the U.S. ABL Facility. In addition, we had certain letters of credit outstanding in the aggregate amount of $811.10 million, leaving $236.16 million available for additional borrowings under the U.S. ABL Facility. The outstanding balance of the Canadian ABL Facility at ~~December~~January 283, ~~2013~~2015 was $360.45 million, leaving $41124.25 million available for additional borrowings. AsThe ~~of December 28, 2013, the~~ outstanding balance of the U.S. FILO Facility at January 3, 2015 was $5180.90 million. InAs ~~connection with our acquisition~~ of ~~Hercules on~~ January 313, ~~2014~~2015, ~~approximately~~no ~~$40.4 million~~amount was ~~drawn~~outstanding under the ~~U.S.~~Canadian ~~ABL~~FILO Facility ~~to finance a portion of the Hercules Closing Purchase Price. Additionally~~, ~~immediately~~leaving ~~following the Hercules acquisition,~~ $514.6 8 million ~~was~~available ~~drawn~~for onadditional ~~the Canadian FILO Facility with a corresponding decrease to the Canadian ABL Facility~~borrowings. ~~Upon closing of the Hercules acquisition and the inclusion of the Hercules assets as part of our borrowing base under our ABL Facility, our aggregate availability was approximately $302 million.~~

~~Borrowings~~37 under the U.S. ABL Facility bear interest at a rate per annum equal to, at our option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% or (b) a base

Borrowings under the U.S. ABL Facility bear interest at a rate ~~determined~~per byannum ~~reference~~equal to, ~~the~~at ~~highest~~our ofoption, either (1a) ~~the~~175 ~~prime~~basis ~~commercial~~points ~~lending~~over ~~rate~~an ~~published~~adjusted byLIBOR ~~the~~rate ~~Bank~~or of(b) 75 ~~America,~~basis ~~N.A.~~points asover ~~its~~an ~~“prime~~alternative base rate” ~~for~~(the ~~commercial~~higher ~~loans~~of the prime rate, ~~(2)~~ the federal funds ~~effective~~ rate plus ~~1⁄2~~ of50 1%basis points and ~~(3) the~~ one month-~~Adjusted~~adjusted LIBOR rate plus ~~1.0% per~~100 ~~annum, plus an applicable margin of 1~~basis points).~~0%.~~ The applicable margins under the U.S. ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the Canadian ABL Facility bear interest at a rate per annum equal to, at our option, either (a) a75 ~~Canadian~~basis ~~base~~points ~~rate~~over ~~determined by~~an ~~reference~~alternative toCanadian base rate (the ~~highest~~higher of ~~(1)~~ the base rate as published by Bank of America, N.A., (acting through its Canada branch~~) as its “base rate”~~, ~~(2)~~ the federal funds rate ~~effective~~ plus ~~1⁄2~~ of50 ~~1% per~~basis ~~annum~~points and ~~(3) the~~ one month-LIBOR ~~rate~~ plus ~~1.0% per~~100 ~~annum,~~basis ~~plus an applicable margin of 1.0%~~points), (b) a75 ~~Canadian~~basis ~~prime rate~~points ~~determined~~over bya ~~reference~~Canadian ~~to the highest of (1) the~~ prime rate asdetermined ~~published~~in byaccordance ~~Bank~~with ~~of America, N.A. (acting through its Canada branch) as its “prime rate”, (2)~~ the ~~sum of 1⁄2 of 1% plus the~~ Canadian ~~overnight~~ABL ~~rate~~Facility, ~~and~~ (3c) ~~the~~175 ~~sum~~basis ofpoints 1%over ~~plus~~a ~~the~~ rate ofdetermined ~~interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances as published~~ by ~~Reuters Monitor~~reference ~~Money Rates Service for a 30 day interest period, plus an applicable margin of 1.0%, (c) a rate of interest per annum equal~~ to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or ~~comparable~~ comparable term as the proposed loan amount displayed and identified as such on the display referred to as the “CDOR Page” of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day, plus an applicable margin of 2.0% or (d) an175 ~~Adjusted~~basis ~~LIBOR~~points ~~rate~~over ~~determined~~an byadjusted ~~reference to~~ LIBOR, ~~adjusted for statutory reserve requirements, plus an applicable margin of 2~~rate.~~0%.~~ The applicable margins under the Canadian ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the U.S. FILO Facility bear interest at a rate per annum equal to, at our option, either (a) an325 basis ~~Adjusted~~points ~~LIBOR~~over ~~rate~~an ~~determined~~adjusted ~~by reference to~~ LIBOR, ~~adjusted~~rate ~~for statutory reserve requirements, plus an applicable margin of 3.5%~~ or (b) a225 ~~base~~basis ~~rate~~points ~~determined~~over byan ~~reference~~alternative tobase ~~the~~rate ~~highest of~~ (1) the ~~prime~~higher ~~commercial~~of ~~lending rate published by~~ the ~~Bank of America, N.A. as its “~~prime rate~~” for commercial loans~~, ~~(2)~~ the federal funds ~~effective~~ rate plus ~~1⁄2~~ of50 1%basis points and ~~(3) the~~ one month-~~Adjusted~~adjusted LIBOR ~~rate~~ plus ~~1.0% per~~100 ~~annum,~~basis ~~plus an applicable margin of 2~~points).~~5%.~~ The applicable margins under the U.S. FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the Canadian FILO Facility bear interest at a rate per annum equal to, at our option, either (a) a225 ~~Canadian~~basis ~~base~~points ~~rate~~over an ~~determined~~alternative byCanadian ~~reference~~base torate (the ~~highest~~higher of ~~(1)~~ the base rate as published by Bank of America, N.A., (acting through its Canada branch~~) as its “base rate”~~, ~~(2)~~ the federal funds rate ~~effective~~ plus ~~1⁄2~~ of50 ~~1% per~~basis ~~annum~~points and ~~(3) the~~ one month-LIBOR ~~rate~~ plus ~~1.0% per~~100 ~~annum,~~basis ~~plus an applicable margin of 2.25%~~points), (b) ~~a Canadian~~225 ~~prime~~basis ~~rate~~points over ~~determined~~a byCanadian ~~reference to the highest of (1) the~~ prime rate asdetermined ~~published~~in byaccordance ~~Bank~~with ~~of America, N.A. (acting through its Canada branch) as its “prime rate”, (2)~~ the ~~sum of 1⁄2 of 1% plus the~~ Canadian ~~overnight~~ABL ~~rate~~Facility, ~~and~~ (3c) ~~the~~325 ~~sum~~basis ofpoints 1%over ~~plus~~a ~~the~~ rate ofdetermined ~~interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances as published~~ by ~~Reuters~~reference ~~Monitor Money Rates Service for a 30 day interest period, plus an applicable margin of 2.25%, (c) a rate of interest per annum equal~~ to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed loan amount displayed and identified as such on the display referred to as the “CDOR Page” of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day, plus an applicable margin of 3.25% or (d) an325 ~~Adjusted~~basis ~~LIBOR~~points ~~rate~~over ~~determined~~an byadjusted ~~reference to~~ LIBOR, ~~adjusted for statutory reserve requirements, plus an applicable margin of 3~~rate.~~25%.~~ The applicable margins under the Canadian FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

•

85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus

•

The lesser of (a) 70% of the lesser of cost or fair market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable, and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus

•

The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable, and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, applicable.

The U.S. FILO and the Canadian FILO borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

•

5% of eligible accounts receivable of the U.S or Canadian. loan parties, as applicable; plus

• 10.0% of the net orderly liquidation value of the eligible tire and non-tire inventory of the U.S. or Canadian loan parties, as applicable.

35All obligations under the U.S. ABL Facility and the U.S. FILO Facility are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp. The Canadian ABL Facility and the Canadian FILO Facility are unconditionally guaranteed by the U.S. loan parties, TriCan and any future, direct and indirect, wholly-owned, material restricted Canadian subsidiaries. Obligations under the U.S. ABL Facility and the U.S. FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of the U.S. loan parties, subject to certain exceptions. Obligations under the Canadian ABL Facility and the Canadian FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets of the U.S. loan parties and the Canadian loan parties and a second-priority lien on substantially all other assets of the U.S. loan parties and the Canadian loan parties, subject to certain exceptions.

The ABL Facility and the FILO Facility contain customary covenants, including covenants that restrict our ability to incur additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change our fiscal year. The terms of the ABL Facility and FILO Facility generally restrict distributions or the payment of dividends in respect of our stock subject to certain exceptions requiring compliance with certain availability levels and fixed charge coverage ratios under the ABL Facility and other customary negotiated exceptions. As of January 3, 2015, we were in compliance with these covenants. If the

~~All~~ amount ~~obligations~~available ~~under~~for ~~the~~additional ~~U.S.~~borrowings ~~ABL~~under ~~Facility and~~ the ~~U.S.~~ABL ~~FILO~~ Facility ~~are~~is ~~unconditionally guaranteed~~less bythan ~~Holdings~~the ~~and~~greater ~~substantially all~~ of ~~ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp~~(a) 10.0% ~~The~~of ~~Canadian ABL Facility and~~ the ~~Canadian~~lesser ~~FILO~~of ~~Facility are unconditionally guaranteed by~~ (x) the ~~U.S.~~aggregate ~~loan~~commitments ~~parties, TriCan, RTD, WTD and any future, direct and indirect, wholly-owned, material restricted Canadian subsidiaries. Obligations~~ under the ~~U.S.~~ ABL Facility and (y) the ~~U.S.~~aggregate ~~FILO~~borrowing ~~Facility~~base ~~are~~and ~~secured~~(b) $25.0 bymillion, ~~a first-priority~~then ~~lien~~we onwould ~~inventory,~~be ~~accounts~~subject ~~receivable~~to ~~and~~an ~~related~~additional ~~assets~~covenant ~~and~~requiring aus ~~second-priority~~to ~~lien~~meet ona ~~substantially~~fixed ~~all~~charge ~~other~~coverage ~~assets~~ratio of ~~the~~1.0 Uto 1.S0. ~~loan~~As ~~parties~~of January 3, ~~subject~~2015, toour ~~certain~~additional ~~exceptions.~~borrowing ~~Obligations~~ availability under the ~~Canadian~~ ABL Facility ~~and~~was ~~the Canadian~~above ~~FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of~~ the ~~U.S.~~required ~~loan~~amount ~~parties~~ and ~~the~~we ~~Canadian~~were ~~loan~~therefore ~~parties,~~not subject to ~~certain exceptions~~the additional covenants.

~~The~~Senior ~~ABL~~Secured ~~Facility~~Term ~~and the FILO Facility contain customary covenants, including covenants that restrict our ability to incur~~Loan additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change our fiscal year. If the amount available for additional borrowings under the ABL Facility is less than the greater of (a) 10.0% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the aggregate borrowing base and (b) $25.0 million, then we would be subject to an additional covenant requiring us to meet a fixed charge coverage ratio of 1.0 to 1.0. As of December 28, 2013, our additional borrowing availability under the ABL Facility was above the required amount and we were therefore not subject to the additional covenants.

In connection with the acquisition of Terry’s Tire, on March 28, 2014, ATDI entered into a credit agreement that provided for a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “Initial Term Loan”). The Initial Term Loan was issued at a discount of 0.25% which, combined with certain debt issuance costs paid at closing, resulted in net proceeds of approximately $290.9 million. The Initial Term Loan will accrete based on an effective interest rate of 6% to an aggregate accreted value of $300.0 million, the full principal amount at maturity. The net proceeds from the Initial Term Loan were used to finance a portion of the Terry’s Tire Purchase Price. The maturity date for the Initial Term Loan is June 1, 2018.

On June 16, 2014, ATDI amended the Initial Term Loan (the “Incremental Amendment”) to borrow an additional $340.0 million (the “Incremental Term Loan”) on the same terms as the Initial Term Loan. Pursuant to the Incremental Amendment, ATDI also borrowed an additional $80.0 million (the “Delayed Draw Term Loan” and collectively with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) on the same terms as the Initial Term Loan. The proceeds from the Incremental Term Loan, net of related debt issuance costs paid at closing, amounted to approximately $335.7 million, and were used, in part, to redeem all $250.0 million aggregate principal amounts of notes outstanding under ATDI’s Senior Secured Notes and related fees and expenses as more fully described below, and the remaining proceeds will be used for working capital requirements and other general corporate purposes, including the financing of potential future acquisitions. We received the proceeds from the Delayed Draw Term Loan at the end of the second quarter of 2014. The maturity date for the Term Loan is June 1, 2018.

Borrowings under the Term Loan bear interest at a rate per annum equal to, at our option, either (a) a Eurodollar rate determined by reference to LIBOR, plus an applicable margin of 475 basis points or (b) 375 basis points over an alternative base rate determined by reference of the higher of the federal funds rate plus 50 basis points, the prime rate and 100 basis points over the one month Eurodollar rate. The Eurodollar rate is subject to an interest rate floor of 100 basis points. The applicable margins under the Term Loan are subject to a step down based on a consolidated net leverage ratio, as defined in the agreement.

All obligations under the Term Loan are unconditionally guaranteed by Holdings and, subject to certain customary exceptions, all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material subsidiaries. Obligations under the Term Loan are secured by a first-priority lien on substantially all property, assets and capital stock of ATDI except accounts receivable, inventory and related intangible assets and a second-priority lien on all accounts receivable and related intangible assets.

The Term Loan contains customary covenants, including covenants that restrict the our ability to incur additional debt, create liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates, change the nature of our business or change our fiscal year. The terms of the Term Loan generally restrict distributions or the payment of dividends in respect of our stock subject to certain exceptions such as the amount of 50% of net income (reduced by 100% of net losses) for the period beginning January 1, 2014 and other customary negotiated exceptions. As of January 3, 2015, we were in compliance with these covenants.

We were required to make a principal payment under the Term Loan equal to $1.6 million on the last business day of June 2014. Commencing with the last business day of September 2014, we are required to make principal payments equal to $1.8 million on the last business day of each March, June, September and December. In addition, subject to certain exceptions, we are required to repay the Term Loan in certain circumstances, including with 50% (which percentage will be reduced to 25% and 0%, as applicable, subject to attaining certain senior secured net leverage ratios) of our annual excess cash flow, as defined in the Term Loan agreement. For the fiscal year ended January 3, 2015, we did not generate excess cash flow, as defined in the Term Loan agreement; therefore, we have no requirement to repay the Term Loan. The Term Loan also contains repayments provision related to non-ordinary course asset or property sales when certain conditions are met, and related to the incurrence of debt that is not permitted under the credit agreement or incurred to refinance all or any portion of the Term Loan.

Senior Secured Notes

On May 2816, ~~2010~~2014, ATDI ~~issued~~delivered ~~Senior~~a ~~Secured~~Notice ~~Notes~~of ~~(“Senior~~Full ~~Secured Notes”) due June 1~~Redemption, ~~2017~~providing infor anthe ~~aggregate~~redemption ~~principal amount at maturity~~ of all $250.0 million. ~~The~~aggregate ~~Senior Secured Notes were issued at a discount from their~~ principal amount ~~at maturity and generated net proceeds~~ of ~~approximately~~the ~~$240.7 million after debt issuance costs (which represents a non-cash financing activity of $~~9.~~3 million). The Senior Secured Notes will accrete based on an effective interest rate of 10~~75% ~~to an aggregate accreted value of $250.0 million, the full principal amount at maturity. The~~ Senior Secured Notes ~~bear interest at a fixed rate of 9.75%. Interest on the~~ (“Senior Secured Notes”) ~~is payable semi-annually in arrears~~ on June ~~1 and December 1 of each year~~16, ~~commencing~~2014 ~~on December 1, 2010. The Senior Secured Notes may be redeemed at any time at~~ (the ~~option~~ of“Redemption ~~ATDI,~~Date”) ~~in whole or in part, upon not less than 30 nor more than 60 days’ notice~~ at a ~~redemption~~ price ofequal ~~107~~to 104.~~313~~875% of the principal amount ifof the ~~redemption~~Senior ~~date~~Secured ~~occurs~~Notes ~~between~~redeemed ~~June 1,~~plus ~~2013~~accrued and ~~May 31,~~unpaid ~~2014~~interest, ~~104.875%~~if ofany, ~~the~~to, ~~principal amount~~but ifexcluding the ~~redemption~~Redemption ~~date~~Date ~~occurs~~(the ~~between~~“Redemption Price”). On June 116, 2014 ~~and May 31~~, ~~2015,~~using ~~102.438%~~proceeds offrom the ~~principal~~Incremental ~~amount~~Term ifLoan, the ~~redemption~~Senior ~~date~~Secured ~~occurs~~Notes ~~between~~were ~~June 1,~~redeemed ~~2015~~for ~~and~~a ~~May 31,~~Redemption ~~2016~~Price ~~and~~of ~~100~~$263.0%2 ~~of the principal amount if the redemption date occurs between June 1, 2016 and May 31, 2017~~million.

~~The~~39 Senior Secured Notes are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp and TDI, subject to certain exceptions. The Senior Secured Notes are also collateralized by a second-priority lien on accounts receivable and related assets and a first-priority lien on substantially all other assets (other than inventory), in each case of Holdings, ATDI and the guarantor subsidiaries, subject to certain exceptions.

The indenture governing the Senior Secured Notes contains covenants that, among other things, limits ATDI’s ability and the ability of its restricted subsidiaries to incur additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on the ability of ATDI’s subsidiaries to pay dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens; consolidate, merge or sell all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries.

Senior Subordinated Notes

In connection with the consummation of the Hercules acquisition, on January 31, 2014, ATDI completed the sale to certain purchasers of $225.0 million in aggregate principal amount of its 11.50% Senior Subordinated Notes due 2018 (the “Additional Subordinated Notes”). The net proceeds to ATDI from the sale of the Additional Subordinated Notes were approximately $221.1 million.

The Additional Subordinated Notes were issued pursuant to the Seventh Supplemental Indenture, dated as of January 31, 2014, among ATDI, the Guarantors and the Trustee (the “Seventh Supplemental Indenture”) to the Senior Subordinated Indenture. The Additional Subordinated Notes have identical terms to the Initial Subordinated Notes, except the Additional Subordinated Notes will accrue interest from January 31, 2014. The Additional Subordinated Notes and the Initial Subordinated Notes, as defined below, will be treated as a single class of securities for all purposes under the Subordinated Indenture. However, the Additional Subordinated

~~Notes will be issued with separate CUSIP numbers from the Initial Subordinated Notes and will not be fungible for U~~11.S.50% ~~federal~~Senior ~~income tax purposes with the Initial~~ Subordinated Notes. Interest on the Additional Subordinated Notes will be paid semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2014. The Additional Subordinated Notes will mature on June 1, 2018.

The Additional Subordinated Notes were issued pursuant to the Seventh Supplemental Indenture, dated as of January 31, 2014, among ATDI, the guarantors party thereto and the trustee thereunder (the “Seventh Supplemental Indenture”) to the Senior Subordinated Indenture. The Additional Subordinated Notes have identical terms to the Initial Subordinated Notes, except the Additional Subordinated Notes will accrue interest from January 31, 2014. The Additional Subordinated Notes and the Initial Subordinated Notes, as defined below, will be treated as a single class of securities for all purposes under the Subordinated Indenture. However, the Additional Subordinated Notes will be issued with separate CUSIP numbers from the Initial Subordinated Notes and will not be fungible for U.S. federal income tax purposes with the Initial Subordinated Notes. Interest on the Additional Subordinated Notes will be paid semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2014. The Additional Subordinated Notes will mature on June 1, 2018.

On May 28, 2010, ATDI issued $200.0 million in aggregate principal amount of its 11.50% Senior Subordinated Notes due June 1, 2018, (the “Initial Subordinated Notes” and, collectively with the Additional Subordinated Notes, the “Senior Subordinated Notes”). Interest on the Initial Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010.

The Senior Subordinated Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price of ~~104~~102.0% of the principal amount if the redemption date occurs between June 1, ~~2013 and May 31,~~ 2014, ~~102.0% of the principal amount if the redemption date occurs between June 1, 2014~~ and May 31, 2015 and 100.0% of the principal amount if the redemption date occurs between June 1, 2015 and May 31, 2016.

The Senior Subordinated Notes are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp, subject to certain exceptions. The indenture governing the Senior Subordinated Notes contains covenants that, among other things, limits ATDI’s ability and the ability of its restricted subsidiaries to incur additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on the ability of ATDI’s subsidiaries to pay dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens without securing the Senior Subordinated Notes; consolidate, merge or sell all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries.

~~The indenture~~On ~~governing the Senior Subordinated Notes contains covenants that~~February 25, ~~among other things~~2015, ~~limits~~using ~~ATDI’s~~proceeds ~~ability~~from ~~and~~ the ~~ability~~issuance of ~~its~~the ~~restricted~~10 1⁄4% ~~subsidiaries~~Senior toSubordinated ~~incur~~Notes, ~~additional~~as ~~debt~~defined orbelow, ~~issue~~we ~~preferred~~redeemed ~~stock;~~all ~~pay~~$425.0 ~~certain~~million ~~dividends~~aggregate orprincipal ~~make certain~~amount ~~distributions in respect~~ of ~~ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on~~ the ~~ability~~Senior ofSubordinated ~~ATDI’s~~Notes ~~subsidiaries~~at toa ~~pay~~price ~~dividends~~equal ~~or make other payments~~ to ~~ATDI;~~102.0% ~~engage~~of inthe ~~transactions~~principal ~~with~~amount ~~stockholders~~of ~~or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens without securing~~ the Senior Subordinated Notes~~; consolidate,~~ ~~merge~~redeemed orplus ~~sell~~accrued ~~all~~and orunpaid ~~substantially~~interest, ~~all~~to, ofbut ~~ATDI’s~~excluding ~~assets;~~February 25, ~~enter~~2015 ~~into~~for ~~certain~~a ~~transactions~~total ~~with~~redemption ~~ATDI’s~~price ~~affiliates;~~of ~~and~~$444.9 ~~designate ATDI’s subsidiaries as unrestricted subsidiaries~~million.

10 ¹⁄₄% Senior Subordinated Notes

On February 25, 2015, ATDI issued $855.0 million in aggregate principal amount of its 10 ¹⁄₄% Senior Subordinated Notes due 2022 (the “10 ¹⁄₄% Subordinated Notes”). The net proceeds from the issuance of the 10 ¹⁄₄% Senior Subordinated Notes were used to fund the redemption of all of ATDI’s outstanding 11.50% Senior Subordinated Notes due 2018, to pay a cash dividend to us to enable our ultimate parent company to fund a cash dividend or other payment to certain of its securityholders and to pay related fees and expenses. Interest on the 10 ¹⁄₄% Subordinated Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2015. The 10 ¹⁄₄% Subordinated Notes will mature on March 1, 2022.

The 10 ¹⁄₄% Subordinated Notes are not redeemable, except as described below, at the option of ATDI prior to March 1, 2018. Thereafter, the 10 ¹⁄₄% Subordinated Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 or more than 60 days’ notice at a redemption price of 105.125% of the principal amount if the redemption date occurs between March 1, 2018 and February 28, 2019, 102.563% of the principal amount if the redemption date occurs between March 1, 2019 and February 28, 2020 and 100.0% of the principal amount if the redemption date occurs between March 1, 2020 and thereafter.

Prior to March 1, 2018, ATDI may, at its option, on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the 10 ¹⁄₄% Subordinated Notes issued at a redemption price equal to 110.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that:

(1)

At least 50% of the sum of the aggregate principal amount of the 10 ¹⁄₄% Subordinated Notes remains outstanding immediately after the occurrence of each such redemption; and

(2)

Each such redemption occurs within 120 days of the date of closing of the related equity offering.

In addition, at any time prior to March 1, 2018, ATDI may redeem all or part of the 10 ¹⁄₄% Subordinated Notes, upon not less than 30 or more than 60 days’ notice at a redemption price equal to 100.0% of the principal amount of the notes to be redeemed, plus the applicable premium, as defined in the indenture, as of, and accrued and unpaid interest, to, but not including the redemption date, subject to the rights of the holders on the relevant record date to receive interest due on the relevant interest payment date.

The 10 ¹⁄₄% Subordinated Notes are unconditionally guaranteed, jointly and severally, by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp, subject to certain exceptions.

The indenture governing the 10 ¹⁄₄% Subordinated Notes contains covenants that, among other things, limits ATDI’s ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness or issue preferred stock; pay dividends or distributions on, or redeem or repurchase, its capital stock; prepay, redeem or repurchase certain debt; make certain investments; create liens on its assets; sell assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to ATDI; consolidate, merge or sell or otherwise dispose all or substantially all of ATDI’s assets; engage in transactions with affiliates; and designate restricted subsidiaries as unrestricted subsidiaries.

Contractual Commitments

As of ~~December~~ January 283, ~~2013~~2015, we had certain cash obligations associated with contractual commitments. The amounts due under these commitments are as follows:

In millions	Total		Less than1 year		1 - 3years			4 - 5years		After 5years
			Less than		1 - 3			3 - 5		After 5
Long-term debt (variable rate)	$	505.4	$	—	$	—		$	505.4	$	—
In millions	Total		1 year		years			years		years
Long-term debt (fixed rate)		449.4		0.3		0.4			448.5		0.2
Long-term debt (variable rate) (2)	$	1,375.8	$	7.2	$	676.0		$	692.6	$	—
Estimated interest payments (1)		265.0		68.0		129.9			59.4		7.7
Long-term debt (fixed rate) (3)		427.7		2.1		2.5			423.0		0.1
Operating leases, net of sublease income		524.3		88.9		147.7			112.6		175.1
Estimated interest payments (1)		365.8		107.6		209.3			42.1		6.8
Capital leases		12.3		0.3		0.7			0.9		10.4
Operating leases, net of sublease income		581.3		101.0		161.1			123.6		195.6
Uncertain tax positions		0.7		0.4		(0.2	)		0.8		(0.3	)
Capital leases		12.5		0.4		1.0			1.2		9.9
Deferred compensation obligation		3.4		—		—			—		3.4
Uncertain tax positions		0.4		—		0.4			—		—
Total contractual cash obligations	$	1,760.5	$	157.9	$	278.5		$	1,127.6	$	196.5
Deferred compensation obligation		3.7		—		—			—		3.7
Total contractual cash obligations	$	2,767.2	$	218.3	$	1,050.3		$	1,282.5	$	216.1

(1) Represents the annual interest expense on fixed and variable rate debt. Projections of interest expense onfor ~~variable~~the ~~rate~~U.S. ~~debt~~ABL Facility, the Canadian ABL Facility, the U.S. FILO Facility, the Canadian FILO Facility and the Term Loan are based on ~~current~~the weighted-average interest ~~rates~~rate of 2.1%, 4.4%, 3.8%, 6.0% and 5.8%, respectively as of January 3, 2015. Based on the combined outstanding balance of the U.S. ABL Facility, the Canadian ABL Facility, the U.S. FILO Facility, the Canadian FILO Facility and the Term Loan as of January 3, 2015, a hypothetical increase of 1% in such interest rate percentage would result in an increase to our annual interest payments of approximately $13.8 million.

~~Off-Balance~~(2) ~~Sheet~~Includes ~~Arrangements~~U.S. ABL Facility ($581.1), U.S. FILO Facility ($80.0), Canadian ABL Facility ($0.5), Canadian FILO Facility ($0.0) and Term Loan ($714.2).

~~We have no significant off balance sheet arrangements other than liabilities related to certain leases of the Winston Tire Company~~ (~~“Winston”~~3). ~~These~~Includes ~~leases~~Senior ~~were~~Subordinated ~~guaranteed~~Notes ~~when we sold Winston in 2001~~($421.7) Asand ofother ~~December 28,~~debt ~~2013, our total obligations as guarantor on these leases are approximately~~ ($26.0 ~~million extending over five years~~). However, we have secured assignments or sublease agreements for the vast majority of these commitments with contractually assigned or subleased rentals of approximately $1.8 million. A provision has been made for the net present value of the estimated shortfall. The accrual for lease liabilities could be materially affected by factors such as the credit worthiness of lessors, assignees and sublessees and our success at negotiating early termination agreements with lessors. These factors are significantly dependent on general economic conditions. While we believe that our current estimates of these liabilities are adequate, it is possible that future events could require significant adjustments to those estimates.

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Off-Balance Sheet Arrangements

We have no significant off balance sheet arrangements other than liabilities related to certain leases of the Winston Tire Company (“Winston”). These leases were guaranteed when we sold Winston in 2001. As of January 3, 2015, our total obligations as guarantor on these leases are approximately $1.2 million extending over four years. However, we have secured assignments or sublease agreements for the vast majority of these commitments with contractually assigned or subleased rentals of approximately $1.0 million. A provision has been made for the net present value of the estimated shortfall. The accrual for lease liabilities could be materially affected by factors such as the credit worthiness of lessors, assignees and sublessees and our success at negotiating early termination agreements with lessors. These factors are significantly dependent on general economic conditions. While we believe that our current estimates of these liabilities are adequate, it is possible that future events could require significant adjustments to those estimates.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the United States~~GAAP. The preparation of financial statements in conformity with those accounting principles requires management to use judgment in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. Actual results may differ from estimates. The following is a summary of certain accounting estimates and assumptions made by management that we consider critical.

Allowance for Doubtful Accounts

The allowance for doubtful accounts represents the best estimate of probable loss inherent within our accounts receivable balance. Estimates are based upon both the creditworthiness of specific customers and the overall probability of losses based upon an analysis of the overall aging of receivables as well as past collection trends and general economic conditions. Estimating losses from doubtful accounts is inherently uncertain because the amount of such losses depends substantially on the financial condition of our customers. If the financial condition of our customers were to deteriorate beyond estimates, and impair their ability to make payments, we would be required to write off additional accounts receivable balances, which would adversely impact our financial position.

Inventories

Inventories are stated at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value and consist primarily of automotive tires, custom wheels, and related tire supplies and tools. We perform periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and record necessary provisions to reduce such inventories to net realizable value. If actual market conditions are less favorable than those projected by management, we could be required to reduce the value of our inventory or record additional reserves, which would adversely impact our financial position.

Goodwill and Indefinite-Lived Intangible Assets

We have a history of growth through acquisitions. Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill and intangible assets with indefinite useful lives are ~~no longer amortized, but are~~ tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset.

Recoverability of goodwill is determined using a two step process. The first step compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting unit’s carrying value of goodwill is compared to the implied fair value of goodwill. To the extent that the carrying value exceeds the implied fair value, impairment exists and must be recognized. We have only one reporting segment which encompasses all operations including new acquisitions.

Recoverability of other intangible assets with indefinite useful lives is measured by a comparison of the carrying amount of the intangible assets to the estimated fair value of the respective intangible assets. Any excess of the carrying value over the estimated fair value is recognized as an impairment loss equal to that excess.

The determination of estimated fair value requires management to make assumptions about estimated cash flows, including profit margins, long-term forecasts, discount rates, royalty rates and terminal growth rates. Management developed these assumptions based on the best information available as of the date of the assessment. We completed our assessment of goodwill and intangible assets with indefinite useful lives as of November 30, ~~2013~~2014 and determined that no impairment existed at that date. ~~Although~~Based noon ~~impairment~~the ~~has~~results ~~been~~of ~~recorded to date, there can be no assurances that future impairments will not occur. Future adverse developments in market conditions or~~ our ~~current~~goodwill orimpairment ~~projected~~assessment, ~~operating results could cause~~ the fair value of our ~~goodwill~~one ~~and~~reporting ~~intangible~~unit ~~assets~~significantly ~~with~~exceeded ~~indefinite useful lives to fall below~~ the carrying value~~, which would result in an impairment charge that would adversely affect our financial position~~.

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Therefore, we do not believe there is any risk of the Company failing step one of the goodwill impairment test in the near future. Although no impairment has been recorded to date, there can be no assurances that future impairments will not occur. Future adverse developments in market conditions or our current or projected operating results could cause the fair value of our goodwill and intangible assets with indefinite useful lives to fall below carrying value, which would result in an impairment charge that would adversely affect our financial position.

Long-Lived Assets

Management reviews long-lived assets, which consist of property, leasehold improvements, equipment and definite-lived intangibles, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. For long-lived assets to be held and used, management evaluates recoverability by comparing the carrying value of the asset to future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the asset. For long-lived assets for which we have committed to a disposal plan, we report such assets at the lower of the carrying value or fair value less the cost to sell.

In determining the fair value of long-lived assets, we make judgments relating to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets. Factors that impact these judgments include the ongoing maintenance and improvements of the assets, changes in the expected use of the assets, changes in economic conditions, changes in operating performance and anticipated future cash flows. If actual fair value is less than our estimates, long-lived assets may be overstated on the balance sheet, which would adversely impact our financial position.

Self-Insured Reserves

We are self-insured for automobile liability, workers’ compensation and the health care claims of our team members, although we maintain stop-loss coverage with third-party insurers to limit our total liability exposure. We establish reserves for losses associated with claims filed, as well as claims incurred but not yet reported, using actuarial methods followed in the insurance industry and our historical claims experience. If amounts ultimately paid differ significantly from our estimates, it could adversely impact our financial position.

Exit Cost Reserves

During the normal course of business, we continually assess the location and size our distribution centers in order to determine our optimal geographic footprint and overall structure. As a result, we have certain facilities that we have closed or intend to close and we record reserves for certain exit costs associated with these facilities. These exit cost reserves are recorded in an amount equal to future minimum lease payments and related ancillary costs from the date of closure to the end of the lease term, net of estimated sublease rentals we reasonably expect to obtain for the property. We estimate future cash flows based on contractual lease terms, the geographic market in which the facility is located, inflation, the ability to sublease the property and other economic conditions. We estimate sublease rentals based on the geographic market in which the property is located, our experience subleasing similar properties and other economic conditions. If actual exit costs associated with closing these facilities differ from our estimates, it could adversely impact our financial position.

Income Taxes and Valuation Allowances

We record a tax provision for the anticipated tax consequences of the reported results of operations. The provision is computed using the asset and liability method of accounting, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In addition, we recognize future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in our judgment to be more likely than not. Deferred tax assets and liabilities are measured using currently enacted tax rates that apply to taxable income in effect for the years in which those tax items are expected to be realized or settled. We regularly review the recoverability of our deferred tax assets considering historic profitability, projected future taxable income, and timing of the reversals of existing temporary differences as well as the feasibility of our tax planning strategies. Where appropriate, we record a valuation allowance if available evidence suggests that it is more likely than not that some portion or all of a deferred tax asset will not be realized. Changes to valuation allowances are recognized in earnings in the period such determination is made.

The application of income tax law is inherently complex and involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdiction in which we operate. In addition, we are required to make certain assumptions regarding our income tax positions and the likelihood that such tax positions will be sustained if challenged. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on amounts we recognize in our consolidated balance sheets and adversely impact our financial position.

Revenue Recognition

We permit customers from time to time to return certain products but there is no contractual right of return. We continuously monitor and track such returns and record an estimate of such future returns, based on historical experience and recent trends. While such returns have historically been within management’s expectations and the provisions established have been adequate, we cannot guarantee that we will continue to experience the same return rates that we have in the past. If future returns increase significantly, it could adversely impact our results of operations.

Manufacturer Rebates

We receive rebates from tire manufacturers pursuant to a variety of rebate programs. These rebates are recorded in accordance with accounting standards applicable to cash consideration received from vendors. Many of the tire manufacturer programs provide that we receive rebates when certain measures are achieved, generally related to the volume of our purchases. We account for these rebates as a reduction to the price of the product, which reduces the carrying value of our inventory, and our cost of goods sold when product is sold. During the year, we record amounts earned for annual rebates based on purchases management considers probable for the full year. These estimates are periodically revised to reflect rebates actually earned based on actual purchase levels. Tire manufacturers may change the terms of some or all of these programs, which could increase our cost of goods sold and decrease our net income, particularly if these changes are not passed along to the customer.

Customer Rebates

We offer rebates to our customers under a number of different programs. These rebates are recorded in accordance with authoritative guidance related to accounting for consideration given by a vendor to a customer. These programs typically provide customers with rebates, generally in the form of a reduction to the amount they owe us, when certain measures are achieved, generally related to the volume of product purchased from us. We record these rebates through a reduction in the related price of the product, which decreases our net sales. During the year, we estimate rebate amounts based on the rebate rates we expect customers will achieve for the full year. These estimates are periodically revised to reflect rebates actually earned by customers.

Cooperative Advertising and Marketing Programs

We participate in cooperative advertising and marketing programs, or co-op advertising, with our vendors. Co-op advertising funds are provided to us generally based on the volume of purchases made with vendors that offer such programs. A portion of the funds received must be used for specific advertising and marketing expenditures incurred by us or our customers. The co-op advertising funds received by us from our vendors are accounted for in accordance with authoritative guidance related to accounting for cash consideration received from a vendor, which requires that we record the funds received as a reduction of cost of sales or as an offset to specific costs incurred in selling the vendor’s products. The co-op advertising funds that are provided to our customers are accounted for in accordance with authoritative guidance related to accounting for cash consideration given by a vendor to a customer, which requires that we record the funds paid as a reduction of revenue since no separate identifiable benefit is received by us.

Stock Based Compensation

We account for stock-based compensation awards in accordance with ASC 718 — Compensation, which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. Our stock-based compensation plans include programs for stock options and restricted stock ~~units. Determining the appropriate fair value model and calculating the fair value of stock-based payment~~ awards ~~require the input of subjective assumptions, including the expected life of the awards and stock price volatility~~. The assumptions used in calculating the fair value of stock-based payment awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our equity-based compensation expense could be materially different in the future.

We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. These assumptions include:

Expected Term – The expected term represents the period that stock-based awards are expected to be outstanding. We used the simplified method to determine the expected term, which is calculated as the average of the time-to-vesting and the contractual life of the options.

Expected Volatility – Since we are currently privately held and do not have any trading history for our common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded peer companies over a period equal to the expected term of the stock option grants. When selecting comparable publicly traded peer companies on which we based our expected stock price volatility, we selected companies with comparable characteristics to us, including enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.

Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.

Expected Dividend – Other than an extraordinary dividend paid to existing securityholders prior to the Ares Transaction, we have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero.

In addition to the Black-Scholes assumptions, we estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from any forfeiture rate adjustment would be recognized in full in the period of adjustment and if the actual number of future forfeitures differs from our estimates, we might be required to record adjustments to stock-based compensation in future periods. These assumptions represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our equity-based compensation expense could be materially different in the future.

Foreign Currency Translation

All foreign currency denominated balance sheet accounts are translated at year end exchange rates and revenue and expense accounts are translated at weighted average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income (loss) component of stockholder’s equity. Transactional foreign currency gains and losses are included in other expense, net in the accompanying consolidated statements of comprehensive income (loss).

Recent Accounting Pronouncements

In July ~~2012~~2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2012~~ 2013-0211, “~~Testing~~Presentation ~~Indefinite-Lived Intangible Assets for Impairment” which amended the guidance on the annual impairment testing~~ of ~~indefinite-lived~~an ~~intangible~~Unrecognized ~~assets~~Tax ~~other~~Benefit ~~than~~When ~~goodwill.~~a ~~The~~Net ~~amended~~Operating ~~guidance~~Loss ~~will~~Carryforward, ~~allow~~ a ~~company the~~Similar ~~option~~Tax toLoss, ~~first~~or ~~assess~~a ~~qualitative~~Tax ~~factors~~Credit toCarryforward ~~determine~~Exists.” ~~whether~~ASU ~~it is more~~2013-~~likely-than-not~~11 ~~that~~clarifies ~~the~~guidance ~~fair~~and ~~value~~eliminates ofdiversity anin ~~indefinite-lived~~practice ~~intangible asset is less than its carrying amount. If, based~~ on the ~~qualitative~~presentation ~~assessment, it is~~of ~~more-likely-than-not~~unrecognized ~~that~~tax ~~the~~benefits ~~fair~~when ~~value~~a ofnet anoperating ~~indefinite-lived~~loss ~~intangible asset is less than its carrying amount~~carryforward, ~~quantitative~~a ~~impairment~~similar ~~testing~~tax ~~is required. However~~loss, ifor a ~~company~~tax ~~concludes~~credit ~~otherwise,~~carryforward ~~quantitative~~exists ~~impairment~~at ~~testing~~the isreporting ~~not required~~date. This new guidance ~~will~~is be effective for ~~fiscal~~annual ~~years~~reporting periods beginning on or after ~~September~~December 15, ~~2012,~~2013 and ~~with~~subsequent ~~early~~interim ~~adoption permitted~~periods. We adopted this guidance on December 3029, ~~2012~~2013 (the first day of our ~~2013~~2014 fiscal year); ~~however,~~and weits ~~performed our~~adoption ~~annual~~did ~~impairment~~not ~~test~~have ina ~~the~~material ~~fourth~~impact ~~quarter~~on ofour ~~2013~~consolidated financial statements.

In ~~February~~April ~~2013~~2014, the FASB issued ASU ~~No. 2013~~2014-0208, “Reporting ~~of Amounts~~Discontinued ~~Reclassified~~Operations ~~Out~~and Disclosures of ~~Accumulated~~Disposals ~~Other~~of ~~Comprehensive~~Components ~~Income~~of an Entity,” ~~which~~(“ASU ~~amended~~2014-08”). ~~the~~Under ~~guidance~~ASU ~~for~~2014-08, ~~reporting~~only ~~reclassifications~~disposals ~~out~~representing ofa ~~accumulated~~strategic ~~other~~shift ~~comprehensive~~in ~~income.~~operations ~~The~~that ~~amended~~have ~~guidance~~a ~~requires~~major aneffect ~~entity~~on tothe ~~report~~company’s ~~the~~operations ~~effect~~and ~~of significant~~financial ~~reclassifications~~results ~~out~~should ofbe ~~accumulated~~presented ~~other~~as ~~comprehensive~~discontinued ~~income~~operations. Additionally, onASU ~~the~~2014-08 ~~respective~~requires ~~line~~expanded ~~items~~disclosures inabout ~~net~~discontinued ~~income~~operations ifthat ~~the~~will ~~amount~~provide ~~being~~financial ~~reclassified~~statement isusers ~~entirely~~with ~~reclassified~~more toinformation ~~net~~about the assets, liabilities, income, asand ~~required~~expenses byof ~~U.S.~~discontinued ~~GAAP~~operations. ~~For~~The ~~other~~amendments ~~amounts,~~in ASU ~~that~~2014-08 are ~~not required~~effective byfor ~~U.S.~~fiscal ~~GAAP~~years, toand beinterim ~~entirely~~periods ~~reclassified~~within tothose ~~net income~~years, anbeginning ~~entity~~after isDecember 15, ~~required~~2014. toHowever, ~~cross~~ASU 2014-~~reference~~08 ~~other~~should ~~disclosures~~not ~~that~~be ~~will~~applied ~~provide~~to ~~additional~~a ~~detail~~component ~~concerning~~that ~~these~~is ~~amounts.~~classified ~~The~~as ~~amendments~~held ~~are~~for ~~effective~~sale ~~for~~before ~~reporting~~the ~~periods~~effective ~~beginning~~date even if the component is disposed of after ~~December 15,~~the ~~2012~~effective date. WeEarly ~~adopted~~adoption ~~this~~is ~~guidance~~permitted, onbut ~~December 30,~~only ~~2012~~for ~~and~~disposals ~~its~~(or ~~adoption~~classifications ~~did~~as held for sale) that have not been reported in financial statements previously issued. We do not expect the adoption of ASU 2014-08 to have ana ~~effect~~significant impact on our consolidated financial statements.

In45 July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exits.” ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. We are currently assessing the impact, if any, on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us beginning in fiscal year 2017 and, at that time we may adopt the new standard under the full retrospective method or the modified retrospective method. Early adoption is not permitted. We are currently evaluating the method and impact the adoption of ASU 2014-09 will have on our consolidated financial statements and disclosures.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern – Disclosures of Uncertainties about an entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides new guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. We do not expect the adoption of ASU 2014-15 to have a significant impact on our consolidated financial statements.

In November 2014, the FASB issued ASU 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”). ASU 2014-17 provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. We adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption did not have an impact on our consolidated financial statements and disclosures.

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for fiscal years beginning after December 15, 2015. We do not expect the adoption of ASU 2015-01 to have a significant impact on our consolidated financial statements.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

Our ABL Facility, ~~and our~~ FILO Facility and Term Loan are exposed to fluctuations in interest rates which could impact our results of operations and financial condition. Interest on the U.S. ABL Facility, ~~and~~FILO ~~the~~Facility ~~U.S.~~and ~~FILO~~Term ~~Facility~~Loan are tied to ~~Base Rate~~, asat ~~defined~~our option, oreither ~~LIBOR.~~a ~~Interest~~base onrate, ~~the~~or ~~Canadian~~a ~~ABL~~prime ~~Facility is tied to Base Rate~~rate, ~~as defined,~~ or ~~Prime Rate, as defined~~LIBOR. At ~~December~~ January 283, ~~2013~~2015, the total amount outstanding under our ~~U.S.~~ ABL Facility, ~~Canadian~~FILO ~~ABL~~ Facility and ~~U.S.~~Term ~~FILO~~Loan ~~Facility~~ that was subject to interest rate changes was $~~505.4 million. In connection with our acquisition of Hercules on January 31~~1, ~~2014, approximately $40~~375.48 million ~~was drawn under the U~~.S. ~~ABL Facility to finance a portion of the Hercules Closing Purchase Price and thus subject to interest rate changes.~~

To manage this exposure, we use interest rate swap agreements in order to hedge the changes in our variable interest rate debt. Interest rate swap agreements utilized by us in our hedging programs are viewed as risk management tools, involve little complexity and are not used for trading or speculative purposes. To minimize the risk of counterparty non-performance, interest rate swap agreements are made only through major financial institutions with significant experience in such instruments.

At ~~December~~January 283, ~~2013~~2015, $~~105~~425.48 million of the total outstanding balance of our ~~U.S.~~ABL ~~and~~Facility, ~~Canadian~~FILO ~~ABL~~Facility ~~Facilities~~ and ~~our~~Term ~~U.S.~~Loan ~~FILO~~that ~~Facility~~was is not hedged by an interest rate swap agreement and thus subject to interest rate changes. Based on this amount, a hypothetical increase of 1% in such interest rate percentages would result in an increase to our annual interest expense by $14.1 3 million.

Foreign Currency Exchange Rate Risk

The financial position and results of operations for TriCan, ~~RTD~~our ~~and~~100% ~~WTD~~owned subsidiary, are impacted by movements in the exchange rates between the Canadian dollar and the U.S. dollar. As of ~~December~~January 283, ~~2013~~2015, we dodid not have any foreign currency derivatives in place. We assess the market risk of changes in foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact on our earnings. During the year ended January 3, 2015, a hypothetical 10% fluctuation in the U.S. dollar to Canadian dollar exchange rate would have affected our net income (loss) by $0.8 million.

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Item 8.

Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
American Tire Distributors Holdings, Inc. — Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting		44
Report of Independent Registered Public Accounting Firm		49
Report of Independent Registered Public Accounting Firm		45
Consolidated Balance Sheets as of January 3, 2015 and December 28, 2013		50
Consolidated Balance Sheets as of December 28, 2013 and December 29, 2012		46
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012		51
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011		47
Consolidated Statements of Stockholder’s Equity for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012		52
Consolidated Statements of Stockholder’s Equity for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011		48
Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012		53
Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011		49
Notes to Consolidated Financial Statements		54
Notes to Consolidated Financial Statements		50

4348

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of American Tire Distributors Holdings, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded and necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the Company’s internal control over financial reporting as of December 28, 2013. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (1992). Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective at a reasonable assurance level as of December 28, 2013.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To American Tire Distributors Holdings, Inc. and Subsidiaries:

In our opinion, the accompanying consolidated ~~balance~~financial ~~sheets and the related consolidated~~ statements ~~of comprehensive income, of stockholder’s equity and of cash flows~~ present fairly, in all material respects, the financial position of American Tire Distributors Holdings, Inc. and its subsidiaries ~~(the “Company”)~~ at ~~December 28~~January 3, ~~2013~~2015 and December 2928, ~~2012~~ 2013, and the results of ~~its~~their operations and ~~its~~their cash flows for each of the three years in the period ended ~~December 28~~January 3, ~~2013~~2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

March 718, ~~2014~~2015

4549

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

In thousands, except share amounts	December 28,2013			December 29,2012
	January 3,			December 28,
In thousands, except share amounts	2015			2013
ASSETS
Current assets:
Cash and cash equivalents	$	35,~~760~~735		$	2535,~~951~~760
Accounts receivable, net of allowance for doubtful accounts of $2,169 and $950 in fiscal 2013 and 2012, respectively		305,247			301,303
Accounts receivable, net of allowance for doubtful accounts of $2,603 and $2,169 in fiscal 2014 and 2013, respectively		387,549			291,547
Inventories		~~772~~1,~~733~~061,067			~~721~~786,~~672~~433
Deferred income taxes		1526,~~719~~802			1615,~~458~~719
Income tax receivable		~~369~~10,822			369
Assets held for sale		~~910~~799			~~7,151~~910
Other current assets		1927,~~684~~118			2019,~~695~~684
Total current assets		1,~~150~~549,~~422~~892			1,~~093~~150,~~599~~422
Property and equipment, net		~~147~~220,~~856~~466			~~129~~147,~~882~~856
Goodwill		~~504~~733,~~333~~254			~~483~~504,~~143~~333
Other intangible assets, net		~~713~~1,~~294~~042,718			~~738~~713,~~698~~294
Other assets		4352,~~421~~641			5843,~~680~~421
Total assets	$	23,~~559~~598,~~326~~971		$	2,~~504~~559,~~002~~326
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	~~563~~742,~~691~~682		$	~~502~~563,~~221~~691
Accrued expenses		47100,~~723~~674			4447,~~916~~723
Current maturities of long-term debt		~~564~~9,768			~~493~~564
Total current liabilities		~~611~~853,~~978~~124			~~547~~611,~~630~~978
Long-term debt		~~966~~1,~~436~~806,347			~~950~~966,~~711~~436
Deferred income taxes		~~270~~291,~~576~~106			~~285~~270,~~345~~576
Other liabilities		1724,~~362~~442			1417,~~662~~362
Commitments and contingencies (See Note 13)
Commitments and contingencies (See Note 14)
Stockholder’s equity:
Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding		—			—
Common stock, par value $.01 per share; 1,000 shares authorized; 50 shares issued and outstanding		—			—
Additional paid-in capital		~~758~~813,~~972~~364			~~756~~758,~~338~~972
Accumulated earnings (deficit)		(56151,~~898~~497	)		(5056,~~541~~898	)
Accumulated other comprehensive income (loss)		(937,~~100~~915	)		(~~143~~9,100	)
Total stockholder’s equity		~~692~~623,~~974~~952			~~705~~692,~~654~~974
Total liabilities and stockholder’s equity	$	23,~~559~~598,~~326~~971		$	2,~~504~~559,~~002~~326

See accompanying notes to consolidated financial statements.

4650

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

In thousands	Fiscal YearEndedDecember 28,2013			Fiscal YearEndedDecember 29,2012			Fiscal YearEndedDecember 31,2011
	Fiscal Year			Fiscal Year			Fiscal Year
Net sales	$	3,839,269		$	3,455,864		$	3,050,240
	Ended			Ended			Ended
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below		3,188,409			2,887,421			2,535,020
	January 3,			December 28,			December 29,
Selling, general and administrative expenses		574,987			506,408			437,110
In thousands	2015			2013			2012
Transaction expenses		6,719			5,246			3,946
Net sales	$	5,030,698		$	3,836,569		$	3,454,564
Operating income (loss)		69,154			56,789			74,164
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below		4,178,727			3,185,709			2,886,121
Selling, general and administrative expenses		778,876			569,234			498,962
Management fees		19,886			5,753			7,446
Transaction expenses		53,616			6,719			5,246
Operating income (loss)		(407	)		69,154			56,789
Other income (expense):
Interest expense		(74125,~~284~~590	)		(7274,~~918~~284	)		(6772,~~580~~918	)
Other, net		(5,172	)		(3,895	)		(2,110	)
Loss on extinguishment of debt		(17,195	)		—			—
Income (loss) from operations before income taxes		(10,302	)		(20,024	)		4,474
Other, net		(4,770	)		(5,172	)		(3,895	)
Income tax provision (benefit)		(3,945	)		(5,678	)		4,357
Income (loss) from continuing operations before income taxes		(147,962	)		(10,302	)		(20,024	)
Net income (loss)	$	(6,357	)	$	(14,346	)	$	117
Income tax provision (benefit)		(53,676	)		(3,945	)		(5,678	)
Other comprehensive income (loss):
Income (loss) from continuing operations		(94,286	)		(6,357	)		(14,346	)
Foreign currency translation	$	(9,131	)	$	(344	)	$	—
Income (loss) from discontinued operations, net of tax		(313	)		—			—
Unrealized gain (loss) on rabbi trust assets, net of tax		174			138			(158	)
Net income (loss)	$	(94,599	)	$	(6,357	)	$	(14,346	)
Other comprehensive income (loss)		(8,957	)		(206	)		(158	)
Other comprehensive income (loss), net of tax:
Comprehensive income (loss)	$	(15,314	)	$	(14,552	)	$	(41	)
Foreign currency translation	$	(28,815	)	$	(9,131	)	$	(344	)
Unrealized gain (loss) on rabbi trust assets, net of income tax provision (benefit) of $0, $114 and $90, respectively		—			174			138
Other comprehensive income (loss), net of tax		(28,815	)		(8,957	)		(206	)
Comprehensive income (loss)	$	(123,414	)	$	(15,314	)	$	(14,552	)

See accompanying notes to consolidated financial statements.

4751

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

	TotalStockholder’sEquity			Common Stock				AdditionalPaid-InCapital			AccumulatedEarnings(Deficit)			AccumulatedOtherComprehensive(Loss) Income
														Accumulated
In thousands, except share amounts				Shares		Amount
	Total							Additional			Accumulated			Other
Balance, January 1, 2011	$	651,446			1,000	$	—	$	687,537		$	(36,312	)	$	221
	Stockholder’s			Common Stock				Paid-In			Earnings			Comprehensive
Net income (loss)		117			—		—		—			117			—
In thousands, except share amounts	Equity			Shares		Amount		Capital			(Deficit)			Income (Loss)
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.0 million		(158	)		—		—		—			—			(158	)
Balance, December 31, 2011	$	655,819			50	$	—	$	691,951		$	(36,195	)	$	63
Equity contributions		500			—		—		500			—			—
Repurchase of common stock		(200	)		—		—		(200	)		—			—
Stock-based compensation		4,114			—		—		4,114			—			—
Balance, December 31, 2011		655,819			1,000		—		691,951			(36,195	)		63
Net income (loss)		(14,346	)		—		—		—			(14,346	)		—
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.1 million		138			—		—		—			—			138
Foreign currency translation		(344	)												(344	)
Equity contributions		60,038			—		—		60,038			—			—
Stock-based compensation		4,349			—		—		4,349			—			—
Balance, December 29, 2012		705,654			~~1,000~~50		—		756,338			(50,541	)		(143	)
Net income (loss)		(6,357	)		—		—		—			(6,357	)		—
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.1 million		174			—		—		—			—			174
Foreign currency translation		(9,131	)												(9,131	)
Stock-based compensation		2,634			—		—		2,634			—			—
Balance, December 28, 2013	$	692,974			~~1,000~~50		—	$	758,972		$	(56,898	)	$	(9,100	)
Net income (loss)		(94,599	)		—		—		—			(94,599	)		—
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.0 million		—			—		—		—			—			—
Foreign currency translation		(28,815	)		—		—		—			—			(28,815	)
Equity contributions		50,000			—		—		50,000
Stock-based compensation		4,392			—		—		4,392			—			—
Balance, January 3, 2015	$	623,952			50	$	—	$	813,364		$	(151,497	)	$	(37,915	)

See accompanying notes to consolidated financial statements.

4852

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands	Fiscal YearEndedDecember 28,2013			Fiscal YearEndedDecember 29,2012			Fiscal YearEndedDecember 31,2011
	Fiscal Year			Fiscal Year			Fiscal Year
	Ended			Ended			Ended
	January 3,			December 28,			December 29,
In thousands	2015			2013			2012
Cash flows from operating activities:
Net income (loss)	$	(694,~~357~~599	)	$	(146,~~346~~357	)	$	~~117~~(14,346	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) continuing operating activities:
Depreciation and amortization of intangibles		105,458			89,167			78,071
(Income) loss from discontinued operations, net of tax		102			—			—
Amortization of other assets		4,456			7,487			4,758
Loss on disposal of discontinued operations, net of tax		211			—			—
Provision (benefit) for deferred income taxes		(25,657	)		(11,879	)		(6,280	)
Loss on extinguishment of debt		17,195			—			—
Provision for doubtful accounts		2,237			1,996			1,911
Call premium and interest paid on redemption of Senior Secured Notes		(16,303	)		—			—
Non-cash inventory step-up amortization		5,379			4,074			—
Depreciation and amortization		152,553			105,458			89,167
Stock-based compensation		2,634			4,349			4,114
Amortization of other assets		6,525			4,456			7,487
Other, net		3,292			2,601			1,286
Provision (benefit) for deferred income taxes		(48,917	)		(25,657	)		(11,879	)
Change in operating assets and liabilities:
Provision for doubtful accounts		1,489			2,237			1,996
Accounts receivable		7,401			5,134			(47,363	)
Non-cash inventory step-up amortization		35,923			5,379			4,074
Inventories		(27,639	)		(32,170	)		(151,945	)
Stock-based compensation		4,392			2,634			4,349
Income tax receivable		644			1,232			8,045
Non-cash changes in fair value of contingent consideration liabilities		(5,142	)		—			—
Other current assets		1,160			(5,971	)		(1,729	)
Other, net		7,002			3,292			2,601
Accounts payable and accrued expenses		29,916			(38,257	)		19,082
Change in operating assets and liabilities (excluding impact from acquisitions):
Other, net		6,807			(3,391	)		(1,073	)
Accounts receivable		24,850			10,101			6,434
Net cash provided by (used in) operating activities		109,731			10,026			(91,006	)
Inventories		(29,796	)		(30,339	)		(33,470	)
Income tax receivable		(10,681	)		644			1,232
Other current assets		(23	)		1,160			(5,971	)
Accounts payable and accrued expenses		(16,890	)		29,916			(38,257	)
Other, net		2,236			6,807			(3,391	)
Net cash provided by (used in) continuing operating activities		30,127			109,731			10,026
Net cash provided by (used in) discontinued operations		1,580			—			—
Net cash provided by (used in) operating activities		31,707			109,731			10,026
Cash flows from investing activities:
Acquisitions, net of cash acquired		(77865,~~017~~003	)		(~~115~~77,~~334~~017	)		(59115,~~694~~334	)
Purchase of property and equipment		(4772,~~127~~149	)		(5247,~~388~~127	)		(3152,~~044~~388	)
Purchase of assets held for sale		(~~2,239~~988	)		(32,~~939~~239	)		(23,~~993~~939	)
Proceeds from sale of assets held for sale		7,751			3,738			1,403
Proceeds from dispoal of discontinued operations		3,854			—			—
Proceeds from sale of property and equipment		197			102			79
Proceeds from sale of assets held for sale		784			7,751			3,738
Net cash provided by (used in) investing activities		(118,435	)		(167,821	)		(92,249	)
Proceeds from sale of property and equipment		471			197			102
Net cash provided by (used in) continuing investing activities		(933,031	)		(118,435	)		(167,821	)
Net cash provided by (used in) discontinued investing activities		—			—			—
Net cash provided by (used in) investing activities		(933,031	)		(118,435	)		(167,821	)
Cash flows from financing activities:
Borrowings from revolving credit facility		24,~~973~~380,~~584~~548			32,~~333~~973,~~642~~584			23,~~760~~333,~~364~~642
Repayments of revolving credit facility		(24,~~955~~222,~~576~~869	)		(32,~~217~~955,~~298~~576	)		(23,~~577~~217,~~380~~298	)
Outstanding checks		630,~~599~~754			(16,~~754~~599	)		9(1,~~981~~754	)
Payments of other long-term debt		(~~503~~8,272	)		(~~1,987~~503	)		(~~822~~1,987	)
Payments of deferred financing costs		(115,~~106~~951	)		(31,~~779~~106	)		(53,~~880~~779	)
Equity contribution		—			60,000			—
Payment for Senior Secured Notes redemption		(246,900	)		—			—
Net cash provided by (used in) financing activities		22,998			168,824			186,263
Payment of contingent consideration liabilities		(1,154	)		—			—
Effect of exchange rate changes on cash		(4,485	)		(57	)		—
Proceeds from issuance of long-term debt		940,313			—			—
Net increase (decrease) in cash and cash equivalents		9,809			10,972			3,008
Equity contribution		50,000			—			60,000
Cash and cash equivalents - beginning of period		25,951			14,979			11,971
Net cash provided by (used in) continuing financing activities		906,469			22,998			168,824
Cash and cash equivalents - end of period	$	35,760		$	25,951		$	14,979
Net cash provided by (used in) discontinued financing activities		—			—			—
Net cash provided by (used in) financing activities		906,469			22,998			168,824
Effect of exchange rate changes on cash		(5,170	)		(4,485	)		(57	)
Net increase (decrease) in cash and cash equivalents		(25	)		9,809			10,972
Cash and cash equivalents—beginning of period		35,760			25,951			14,979
Cash and cash equivalents—end of period	$	35,735		$	35,760		$	25,951
Supplemental disclosures of cash flow information:
Cash payments for interest	$	68,179		$	64,324		$	61,732
Cash payments for interest, net of capitalized interest	$	116,774		$	66,623		$	63,221
Cash (receipts) payments for taxes, net	$	23,740		$	6,510		$	(8,101	)
Cash payments (receipts) for taxes, net	$	13,282		$	23,740		$	6,510
Supplemental disclosures of noncash activities:
Capital expenditures financed by debt	$	~~128~~—		$	~~515~~128		$	—515

See accompanying notes to consolidated financial statements.

4953

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Company:

American Tire Distributors Holdings, Inc. (also referred to herein as “Holdings”) is a Delaware corporation that owns 100% of the issued and outstanding capital stock of American Tire Distributors, Inc. (“ATDI”), a Delaware corporation. Holdings has no significant assets or operations other than its ownership of ATDI. The operations of ATDI and its subsidiaries constitute the operations of Holdings presented under ~~accounting~~U.S. ~~principles~~Generally ~~generally~~Accepted ~~accepted~~Accounting inPrinciples ~~the United States~~(“GAAP”). Unless the context otherwise requires, “Company” herein refers to Holdings and its consolidated subsidiaries. On May 28, 2010, pursuant to an Agreement and Plan of Merger, dated as of April 20, 2010, the Company was acquired by TPG Capital, L.P. (“TPG” or the “Sponsor”) and certain co-investors (the “TPG Merger”).

The Company is primarily engaged in the wholesale distribution of tires, custom wheels and accessories, and related tire supplies and tools, representing 97.47% or $4,916.4 2million, 1.06% or $82.8 million and 0.67% or $34.0 million, respectively, of our net sales. Operating as one operating and reportable segment through a network of ~~133~~142 distribution centers, including three redistribution centers in the United States, the Company offers access to an extensive breadth and depth of inventory, representing approximately 4050,000 stock-keeping units (SKUs) to ~~approximately~~more ~~72,000~~than ~~customers (approximately 64~~75,000 ~~in the U~~customers.S. ~~and 8,000 in Canada).~~ The Company’s customer base is is comprised primarily of independent tire dealers with the remainder of other customers representing various national and corporate accounts. The Company serves a majority of the contiguous United States as well as Canada. During fiscal 2014, the Company’s largest customer and top ten customers accounted for 2.9% and 10.3%, respectively, of its net sales.

The Company’s fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of 53-week fiscal years will not be exactly comparable to the prior and subsequent 52-week fiscal years. The fiscal year ended January 3, 2015 contains operating results for 53 weeks while the fiscal years ended December 28, 2013~~, December 29,~~ ~~2012~~ and December 3129, ~~2011~~2012 each contain operating results for 52 weeks. It should be noted that the Company and its recently acquired Hercules subsidiary, as defined below, have different year-end reporting dates. Hercules has a December 31 year-end reporting date. There were no significant changes to the business subsequent to Hercules’ fiscal period end that would have a material impact on the consolidated financial statements as of and for the quarter and twelve months ended January 3, 2015. Terry’s Tire, Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton and RTD Calgary, each as defined below, each converted to the Company’s quarter-end reporting date during the quarter ended October 4, 2014. The impact from these conversions on the consolidated financial statements was not material. It should be noted that, prior to fiscal 2013, the Company and its TriCan Tire Distributors (“TriCan”) subsidiary had different year-end reporting dates. For fiscal 2012, TriCan had a calendar year-end reporting date of December 31. The impact from this difference on the consolidated financial statements was not material. TriCan converted to the Company’s fiscal year reporting date during fiscal 2013.

2. Summary of Significant Accounting Policies:

A summary of significant accounting policies used in the preparation of the accompanying financial statements follows:

Basis of Preparation

The accompanying consolidated financial statements reflect the consolidated operations of the Company and have been prepared in accordance with ~~U.S. Generally Accepted Accounting Principles (“~~GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“FASB ASC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated results for the periods presented. ~~Certain changes in classification of amounts reported in prior years have been made to conform to the 2013 classification.~~

On May 28, 2010, pursuant to an Agreement and Plan of Merger, dated as of April 20, 2010, the Company was acquired by TPG Capital, L.P. (“TPG” or the “Sponsor”) and certain co-investors (the “Merger”). Under the guidance provided by the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Under push-down accounting, certain transactions incurred by the buyer, which would otherwise be accounted for in the accounts of the parent, are “pushed down” and recorded on the financial statements of the subsidiary. Therefore, the basis in shares of the Company’s common stock has been pushed down from the buyer to the Company.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Holdings and all of its ~~100~~subsidiaries that are more than 50% owned and ~~subsidiaries~~controlled. Partially-owned investments represent 20-50% ownership interests in investments where the Company demonstrates significant influence, but does not have a controlling financial interest. Partially-owned investments are accounted for under the equity method. The Company does not have any investments that are accounted for under the ~~equity~~cost method. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Use~~54 ~~of Estimates~~

~~statements~~Use ~~as well as the reported amounts~~ of ~~revenues and expenses during the reporting period. Actual results could differ from those estimates.~~ Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of comprehensive income (loss) in the period that they are determined.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of comprehensive income (loss) in the period that they are determined.

Foreign currency translation

Cash and Cash Equivalents

The Company considers all deposits with an original maturity of three months or less and readily convertible cash to be cash equivalents in its consolidated financial statements. Outstanding checks are presented as a financing activity in the statement of cash flows because they are funded by drawing on the revolving credit facility as they are presented for payment.

Allowance for Doubtful Accounts

The allowance for doubtful accounts represents the best estimate of probable loss inherent within the Company’s accounts receivable balance. Estimates are based upon both the creditworthiness of specific customers and the overall probability of losses based upon an analysis of the overall aging of receivables as well as past collection trends and general economic conditions.

Inventories

Inventories are stated at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value and consist primarily of automotive tires, custom wheels, and related tire supply and tool products. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. A majority of the Company’s tire vendors allow for the return of tire products, subject to certain limitations, specified in supply arrangements with the vendors.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes, assets placed in service are recorded at cost and depreciated using the straight-line method at annual rates sufficient to amortize the cost of the assets less estimated salvage values over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of their economic useful life or the related lease term. The range of useful lives used to depreciate property and equipment is as follows:


Buildings		25 to 31 years
Leasehold improvements		2 to 10 years
Machinery and equipment		2 to 10 years
Furniture and fixtures		3 to 8 years
Internal use software		1 to 5 years
Vehicles and other		3 to 6 years

Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized. Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in the statement of comprehensive income (loss).

~~The~~55 Company capitalizes costs, including interest, incurred to develop or acquire internal-use software. These costs are capitalized subsequent to the preliminary project stage once specific criteria are met. Costs incurred in the preliminary project planning stage are expensed. Other costs, such as maintenance and training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the straight-line method.

The Company capitalizes costs, including interest, incurred to develop or acquire internal-use software. These costs are capitalized subsequent to the preliminary project stage once specific criteria are met. Costs incurred in the preliminary project planning stage are expensed. Other costs, such as maintenance and training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the straight-line method.

The Company assesses the recoverability of the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the assets.

Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite useful lives are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset.

Recoverability of goodwill is measured at the reporting unit level and determined using a two step process. The first step compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting unit’s carrying value of goodwill is compared to the implied fair value of goodwill. To the extent that the carrying value exceeds the implied fair value, impairment exists and must be recognized.

Recoverability of other indefinite-lived intangible assets is measured by a comparison of the carrying amount of the intangible assets to the estimated fair value of the respective intangible assets. Any excess of the carrying value over the estimated fair value is recognized as an impairment loss equal to that excess.

Intangible assets such as customer-related intangible assets and noncompete agreements with finite useful lives are amortized on a straight-line or accelerated basis over their estimated economic lives. The weighted-average useful lives approximate the following:

Customer list			16 to 19 years
Tradenames			1 to 715 years
Noncompete agreements			1 to 5 years
Favorable leases			4 to 6 years

The Company assesses the recoverability of the carrying value of its intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the assets.

Deferred Financing Costs

Deferred financing costs are expenditures associated with obtaining financings that are capitalized in the consolidated balance sheets and amortized over the term of the loans to which such costs relate. Amounts capitalized are recorded within other assets in the consolidated balance sheets and amortized to interest expense in the consolidated statements of comprehensive income (loss). At ~~December~~January 283, ~~2013~~2015, the unamortized balance of deferred financing costs was $1622.34 million, which includes $114.10 million incurred in connection with the issuance of the senior secured term loan, $1.2 million incurred in connection with the issuance of the Additional Subordinated Notes, and $0.7 million incurred to increase the borrowing capacity of the Company’s ~~Canadian ABL Facility and~~ FILO Facility during fiscal ~~2013~~2014 (See Note 9 for additional information). At December 2928, ~~2012~~2013, the unamortized balance of deferred financing costs was $1916.73 million. During fiscal 2014, the Company wrote-off $3.3 million of unamortized deferred financing costs related to the redemption of the Senior Secured Notes (See Note 9 for additional information). Amortization for fiscal ~~2013~~2014, fiscal ~~2012~~2013 and fiscal ~~2011~~2012 was $46.5 million, $74.5 million and $47.85 million, respectively. Amortization for fiscal 2012 included $2.8 million related to the write-off of deferred financing costs associated with a lender that is not participating in the new syndication group.

Derivative Instruments and Hedging Activities

For derivative instruments, the Company applies FASB authoritative guidance which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. This statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met and that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment.

Self Insurance

The Company is self-insured with respect to employee health liability claims and maintains a large deductible program on both workers’ compensation and auto insurance. The Company has stop-loss insurance coverage for individual claims in excess of $0.3 million for employee health insurance and deductibles of $0.3 million on the workers’ compensation and auto on a per claim basis. Aggregate stop-loss limits for workers’ compensation and auto are $911.02 million. There is no aggregate stop-loss limit on employee health insurance. A reserve for liabilities associated with losses is established for claims filed and claims incurred but not yet reported using actuarial methods followed in the insurance industry as well as the Company’s historical claims experience.

Revenue Recognition

Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement exists; (b) price is fixed or determinable; (c) collectability is reasonably assured; and (d) delivery has occurred or service has been rendered. The Company recognizes revenue when the title and the risks and rewards of ownership have substantially transferred to the customer, which is upon delivery under free on board (“FOB”) destination terms. The Company permits customers from time to time to return certain products, but there is no contractual right of return. The Company continuously monitors and tracks such returns and records an estimate of such future returns, which is based on historical experience and recent trends. During fiscal 2014, the Company revised the previous net presentation of its sales return reserve to correctly present it gross. These adjustments, which affected net sales, cost of goods sold, accounts receivable and inventories, were not material to the consolidated financial statements.

In the normal course of business, the Company extends credit, on open accounts, to its customers after performing a credit analysis based on a number of financial and other criteria. The Company performs ongoing credit evaluations of its customers’ financial condition and does not normally require collateral; however, letters of credit and other security are occasionally required for certain new and existing customers.

Customer Rebates

The Company offers rebates to its customers under a number of different programs. These rebates are recorded in accordance with the accounting standards for consideration given by a vendor to a customer. The majority of these programs provide for the customer to receive rebates, generally in the form of a reduction in the related accounts receivable balance, when certain measures are achieved, generally related to the volume of product purchased from the Company. These rebates are recorded as a reduction of the related price of the product, which reduces the amount of revenue recorded. Throughout the year, the amount of rebates is estimated based on the expected level of purchases to be made by customers that participate in the rebate programs. These estimates are periodically revised to reflect rebates earned by customers based on actual purchases made.

Manufacturer Rebates

The Company receives rebates from its vendors under a number of different programs. These rebates are recorded in accordance with the accounting standards for cash consideration received from a vendor. Many of the vendor programs provide for the Company to receive rebates when any of a number of measures are achieved, generally related to the volume of purchases. These rebates are accounted for as a reduction to the price of the product, which reduces the carrying value of our inventory, and our cost of goods sold when product is sold. Throughout the year, the amount recognized for annual rebates is based on purchases management considers probable for the full year. These estimates are continually revised to reflect rebates earned based on actual purchase levels.

Cooperative Advertising and Marketing Programs

The Company participates in cooperative advertising and marketing programs (“co-op”) with its vendors. Co-op funds are provided to the Company generally based on the volume of purchases made with vendors that offer such programs. A portion of the funds received must be used for specific advertising and marketing expenditures incurred by the Company or its customers. The co-op funds received by the Company from its vendors are accounted for in accordance with the accounting standards related to accounting for cash consideration received from a vendor, which requires that the Company record the funds received as a reduction of cost of sales or as an offset to specific costs incurred in selling the vendor’s products. The co-op funds that are provided to the Company’s customers are accounted for in accordance with authoritative guidance related to accounting for cash consideration given by a vendor to a customer, which requires that the Company record the funds paid as a reduction of revenue since no separate identifiable benefit is received by the Company.

~~Shipping~~57 ~~and Handling Fees and Costs~~

~~include~~Shipping ~~expenses incurred to store, move,~~ and ~~prepare~~Handling ~~products~~Fees ~~for shipment. The Company classifies these costs as selling, general~~ and ~~administrative~~Costs expenses within the consolidated statement of comprehensive income (loss), and includes a portion of internal costs such as salaries and overhead related to these activities. For fiscal 2013, 2012 and 2011, the Company incurred $213.8 million, $171.1 million and $140.8 million, respectively, related to these expenses.

In accordance with current accounting standards, the Company determined that shipping fees shall be reported on a gross basis. As a result, all amounts billed to a customer in a sale transaction related to shipping fees represent revenues earned for the goods provided and therefore recorded within net sales in the consolidated statement of comprehensive income (loss). Handling costs include expenses incurred to store, move, and prepare products for shipment. The Company classifies these costs as selling, general and administrative expenses within the consolidated statement of comprehensive income (loss), and includes a portion of internal costs such as salaries and overhead related to these activities. For fiscal 2014, 2013 and 2012, the Company incurred $275.0 million, $213.8 million and $171.1 million, respectively, related to these expenses.

Income Taxes

The Company records a tax provision for the anticipated tax consequences of the reported results of operations. The provision is computed using the asset and liability method of accounting, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In addition, the Company recognizes future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. Deferred tax assets and liabilities are measured using currently enacted tax rates that apply to taxable income in effect for the years in which those tax items are expected to be realized or settled. The Company regularly reviews the recoverability of its deferred tax assets considering historic profitability, projected future taxable income, and timing of the reversals of existing temporary differences as well as the feasibility of our tax planning strategies. Where appropriate, a valuation allowance is recorded if available evidence suggests that it is more likely than not that some portion or all of a deferred tax asset will not be realized. Changes to valuation allowances are recognized in earnings in the period such determination is made.

The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon the technical merits, it is more-likely-than-not that the position will be sustained upon examination. The tax impacts recognized in the financial statements from such positions are then measured based on the largest impact that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions as a component of the provision for income taxes.

Recent Accounting Pronouncements

In July ~~2012~~2013, the FASB issued ~~Accounting Standards Update (“~~ASU”) ~~No. 2012~~2013-0211, “~~Testing~~Presentation ~~Indefinite-Lived Intangible Assets for Impairment” which amended the guidance on the annual impairment testing~~ of ~~indefinite-lived~~an ~~intangible~~Unrecognized ~~assets~~Tax ~~other~~Benefit ~~than~~When ~~goodwill.~~a ~~The~~Net ~~amended~~Operating ~~guidance~~Loss ~~will~~Carryforward, ~~allow~~ a ~~company the option to first assess qualitative factors to determine whether~~Similar itTax isLoss, ~~more-likely-than-not~~or ~~that~~a ~~the~~Tax ~~fair~~Credit ~~value~~Carryforward ofExists.” anASU ~~indefinite~~2013-~~lived~~11 ~~intangible~~clarifies ~~asset~~guidance isand ~~less~~eliminates ~~than~~diversity ~~its~~in ~~carrying~~practice ~~amount. If, based~~ on the ~~qualitative~~presentation ~~assessment, it is more-likely-than-not that the fair value~~ of anunrecognized ~~indefinite-lived~~tax ~~intangible~~benefits ~~asset is~~when ~~less~~a ~~than~~net ~~its~~operating ~~carrying~~loss ~~amount~~carryforward, ~~quantitative~~a ~~impairment~~similar ~~testing~~tax ~~is required. However~~loss, ifor a ~~company~~tax ~~concludes~~credit carryforward ~~otherwise,~~exists ~~quantitative~~at ~~impairment~~the ~~testing~~reporting ~~is not required~~date. This new guidance ~~will~~is be effective for ~~fiscal~~annual ~~years~~reporting periods beginning on or after ~~September~~ December 15, ~~2012,~~2013 ~~with~~and ~~early~~subsequent ~~adoption~~interim ~~permitted~~periods. The Company adopted this guidance on December 3029, ~~2012~~2013 (the first day of its ~~2013~~2014 fiscal year); ~~however,~~and ~~the~~its ~~Company~~adoption ~~performed~~did ~~its~~not ~~annual~~have ~~impairment~~a ~~test~~material inimpact on the ~~fourth~~Company’s ~~quarter~~consolidated offinancial ~~2013~~statements.

In ~~February~~April ~~2013~~2014, the FASB issued ASU ~~No. 2013~~2014-0208, “Reporting ofDiscontinued ~~Amounts~~Operations ~~Reclassified~~and ~~Out~~Disclosures of ~~Accumulated~~Disposals ~~Other~~of ~~Comprehensive~~Components of an ~~Income~~Entity,” ~~which~~(“ASU ~~amended~~2014-08”). ~~the~~Under ~~guidance~~ASU ~~for~~2014-08, ~~reporting~~only ~~reclassifications~~disposals ~~out~~representing ofa ~~accumulated~~strategic ~~other~~shift ~~comprehensive~~in ~~income.~~operations ~~The~~that ~~amended~~have ~~guidance~~a ~~requires~~major aneffect ~~entity~~on tothe ~~report~~company’s ~~the~~operations ~~effect~~and offinancial ~~significant~~results ~~reclassifications~~should ~~out~~be ofpresented ~~accumulated~~as ~~other~~discontinued operations. ~~comprehensive~~Additionally, ~~income~~ASU on2014-08 ~~the~~requires ~~respective~~expanded ~~line~~disclosures ~~items~~about indiscontinued ~~net~~operations ~~income~~that ifwill ~~the~~provide ~~amount~~financial ~~being~~statement ~~reclassified~~users iswith ~~entirely~~more ~~reclassified~~information toabout ~~net~~the assets, liabilities, income, asand ~~required~~expenses byof ~~U.S.~~discontinued ~~GAAP~~operations. ~~For~~The ~~other~~amendments ~~amounts,~~in ASU ~~that~~2014-08 are ~~not~~effective ~~required~~for byfiscal Uyears, and interim periods within those years, beginning after December 15, 2014.S. ~~GAAP~~However, toASU be2014-08 ~~entirely~~should ~~reclassified~~not be applied to ~~net~~ ~~income,~~a ancomponent ~~entity~~that is ~~required~~classified toas ~~cross-reference~~held ~~other~~for ~~disclosures~~sale ~~that~~before ~~will~~the ~~provide~~effective ~~additional~~date ~~detail~~even if ~~concerning~~the ~~these~~component ~~amounts.~~is ~~The~~disposed ~~amendments~~of ~~are~~after the effective date. Early adoption is permitted, but only for ~~reporting~~disposals ~~periods~~(or ~~beginning~~classifications ~~after~~as ~~December 15,~~held ~~2012.~~for ~~The~~sale) ~~Company~~that ~~adopted~~have ~~this guidance~~not onbeen ~~December 30,~~reported ~~2012~~in ~~and~~financial ~~its~~statements ~~adoption~~previously ~~did~~issued. The Company does not expect the adoption of ASU 2014-08 to have ana ~~effect~~significant impact on ~~the~~its ~~Company’s~~ consolidated financial statements.

In ~~July~~ ~~2013~~May 2014, the FASB issued ASU ~~2013~~ 2014-1109, “~~Presentation~~Revenue offrom anContracts ~~Unrecognized~~with ~~Tax~~Customers” ~~Benefit~~(“ASU ~~When~~2014-09”), awhich ~~Net~~provides ~~Operating~~guidance ~~Loss~~for ~~Carryforward,~~revenue arecognition. ~~Similar~~ASU ~~Tax~~2014-09 ~~Loss,~~affects orany aentity ~~Tax~~that ~~Credit~~either ~~Carryforward~~enters ~~Exits.”~~into ~~ASU~~contracts ~~2013-11~~with ~~clarifies~~customers ~~guidance~~to ~~and~~transfer ~~eliminates~~goods ~~diversity~~or services or inenters ~~practice~~into oncontracts for the ~~presentation~~transfer of ~~unrecognized~~nonfinancial ~~tax~~assets ~~benefits~~and ~~when~~supersedes athe ~~net~~revenue ~~operating~~recognition ~~loss~~requirements ~~carryforward,~~in aTopic ~~similar~~605, ~~tax~~“Revenue ~~loss~~Recognition,” orand amost ~~tax~~industry-specific ~~credit carryforward exists at the reporting date~~guidance. This ~~new~~ASU ~~guidance~~also issupersedes ~~effective~~some ~~for~~cost ~~annual reporting periods beginning~~guidance onincluded orin ~~after~~Subtopic ~~December 15~~605-35, ~~2013~~“Revenue Recognition-Construction-Type and ~~subsequent~~Production-Type ~~interim periods~~Contracts.” The ~~Company~~standard’s iscore ~~currently~~principle ~~assessing~~is ~~the~~that ~~impact,~~a ~~if any, on its consolidated financial statements.~~

company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning in fiscal year 2017 and, at that time the Company may adopt the new standard under the full retrospective method or the modified retrospective method. Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern – Disclosures of Uncertainties about an entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides new guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on its consolidated financial statements.

In November 2014, the FASB issued ASU 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”). ASU 2014-17 provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The Company has adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption did not have an impact on the Company’s consolidated financial statements and disclosures.

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for fiscal years beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-01 to have a significant impact on its consolidated financial statements.

3. Acquisitions:

2014 Acquisitions

On November 3, 2014, TriCan Tire Distributors Inc. (“TriCan”) completed the acquisitions of Regional Tire Distributor (Langley) Inc., Regional Tire Distributors (Vernon) Inc. and Regional Tire Distributors (Victoria) Inc. (collectively “RTD BC”) pursuant to three respective asset purchase agreements. RTD BC operated a tire wholesale business in the province of British Columbia in Canada. The acquisitions were funded through the Company’s existing ABL credit facility. The Company does not believe the acquisition of RTD BC is a material transaction, individually or when aggregated with the other non-material acquisitions discussed herein, subject to the disclosures and supplemental pro forma information required by ASC 805—Business Combinations. As a result, the information is not presented.

On June 27, 2014, TriCan, an indirect wholly-owned subsidiary of Holdings, entered into and closed an Asset Purchase Agreement (the “Trail Tire Purchase Agreement”) with Trail Tire Distributors Ltd., a corporation formed under the laws of the Province of Alberta (“Trail Tire”), and the shareholders and principals of Trail Tire, pursuant to which TriCan acquired the wholesale distribution business of Trail Tire. Trail Tire is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada. The Company believes that the acquisition of Trail Tire will further strengthen TriCan’s presence in the Alberta Province of Canada and complements TriCan’s current operations in Canada.

The Trail Tire acquisition closed for aggregate cash consideration of approximately $20.8 million (the “Trail Tire Purchase Price”). The aggregate cash consideration was funded through borrowings under the Company’s existing ABL credit facility. The Trail Tire Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. During the quarter ended October 4, 2014, the Company finalized the post-closing working capital adjustments in accordance with the Trail Tire Purchase Agreement. This adjustment increased the Trail Tire Purchase Price by $1.5 million to $22.3 million with a corresponding increase to goodwill of $1.5 million.

On June 27, 2014, TriCan entered into and closed an Asset Purchase Agreement (the “Extreme Wheel Purchase Agreement”) with Extreme Wheel Distributors Ltd., a corporation formed under the laws of the Province of Alberta (“Extreme Wheel”), and the shareholder and principal of Extreme Wheel, pursuant to which TriCan agreed to acquire the wholesale distribution business of Extreme Wheel. Extreme Wheel is a wholesale distributor of wheels and related accessories in Canada. The Company believes that the acquisition of Extreme Wheel will further strengthen TriCan’s presence in the Alberta Province of Canada and complements TriCan’s current operations in Canada.

The Extreme Wheel acquisition closed for aggregate cash consideration of approximately $6.5 million (the “Extreme Wheel Purchase Price”). The aggregate cash consideration was funded through borrowings under the Company’s existing ABL credit facility. The Extreme Wheel Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. During the quarter ended October 4, 2014, the Company finalized the post-closing working capital adjustments in accordance with the Extreme Wheel Purchase Agreement. This adjustment increased the Extreme Wheel Purchase Price by $0.7 million to $7.2 million with a corresponding increase to goodwill of $0.7 million.

On June 27, 2014, TriCan entered into and closed an Asset Purchase Agreement (the “Kirks Tire Purchase Agreement”) with Kirks Tire Ltd., a corporation formed under the laws of the Province of Alberta (“Kirks Tire”), and the shareholders and principals of Kirks Tire, pursuant to which TriCan agreed to acquire the wholesale distribution business of Kirks Tire. Kirks Tire is engaged in (i) the wholesale distribution of tires, tire parts, tire accessories and related equipment and (ii) the retail sale and installation of tires, tire parts, and tire accessories and the manufacturing and sale of retread tires. Kirks Tire’s retail operations were not acquired by TriCan and will continue to operate under its current ownership. The Company believes that the acquisition of the wholesale distribution business of Kirks Tire will further strengthen TriCan’s presence in the Alberta Province of Canada and complements TriCan’s current operations in Canada.

The Kirks Tire acquisition closed for aggregate cash consideration of approximately $73.0 million (the “Kirks Tire Purchase Price”). The Kirks Tire Purchase Price was funded through borrowings under the Company’s existing ABL credit facility. The Kirks Tire Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. During the quarter ended October 4, 2014, the Company finalized the post-closing working capital adjustments in accordance with the Kirks Tire Purchase Agreement. This adjustment increased the Kirks Tire Purchase Price by $4.7 million to $77.7 million with a corresponding increase to goodwill of $4.7 million.

On June 27, 2014, TriCan entered into and closed an Asset Purchase Agreement (the “RTD Edmonton Purchase Agreement”) with Regional Tire Distributors (Edmonton) Inc. (“RTD Edmonton”), a corporation formed under the laws of the Province of Alberta, and the shareholders and principals of RTD Edmonton, pursuant to which TriCan agreed to acquire the wholesale distribution business of RTD Edmonton. RTD Edmonton is a wholesale distributor of tires, tire parts, tire accessories and related equipment. The Company believes that the acquisition of RTD Edmonton will further strengthen TriCan’s presence in the Alberta Province of Canada and complements TriCan’s current operations in Canada.

The RTD Edmonton acquisition closed for aggregate cash consideration of approximately $31.9 million (the “RTD Edmonton Purchase Price”). The RTD Edmonton Purchase Price was funded through borrowings under the Company’s existing ABL credit facility. The RTD Edmonton Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. During the quarter ended October 4, 2014, the Company finalized the post-closing working capital adjustments in accordance with the RTD Edmonton Purchase Agreement. This adjustment increased the RTD Edmonton Purchase Price by $0.5 million to $32.4 million with a corresponding increase to goodwill of $0.5 million.

On June 27, 2014, TriCan entered into and closed an Asset Purchase Agreement (the “RTD Calgary Purchase Agreement”) with Regional Tire Distributors (Calgary) Inc. (“RTD Calgary”), a corporation formed under the laws of the Province of Alberta, and the shareholders and principals of RTD Calgary, pursuant to which TriCan agreed to acquire the wholesale distribution business of RTD Calgary. RTD Calgary is a wholesale distributor of tires, tire parts, tire accessories and related equipment. The Company believes that the acquisition of RTD Calgary will further strengthen TriCan’s presence in the Alberta Province of Canada and complements TriCan’s current operations in Canada.

The RTD Calgary acquisition closed for aggregate cash consideration of approximately $20.7 million (the “RTD Calgary Purchase Price”). The RTD Calgary Purchase Price was funded by borrowings under the Company’s existing ABL credit facility. The RTD Calgary Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. During the quarter ended October 4, 2014, the Company finalized the post-closing working capital adjustments in accordance with the RTD Calgary Purchase Agreement. This adjustment increased the RTD Calgary Purchase Price by $3.6 million to $24.3 million with a corresponding increase to goodwill of $3.6 million.

On March 28, 2014, ATDI completed its acquisition of Terry’s Tire Town Holdings, Inc., an Ohio corporation (“Terry’s Tire” and such acquisition, the “Terry’s Tire Acquisition”). The Terry’s Tire Acquisition was completed pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) entered into on February 17, 2014 between ATDI and TTT Holdings, Inc., a Delaware corporation. Terry’s Tire and its subsidiaries are engaged in the business of purchasing, marketing, distributing and selling tires, wheels and related tire and wheel accessories on a wholesale basis to tire dealers, wholesale distributors, retail chains, automotive dealers and others, retreading tires and selling retread and other commercial tires through commercial outlets to end users and selling tires directly to consumers via the internet. Terry’s Tire operated 10 distribution centers spanning from Virginia to Maine and in Ohio. The Company believes that the acquisition of Terry’s Tire will enhance its market position in these areas and aligns with their distribution centers, especially the new distribution centers opened by the Company over the past two years in the Northeast and Ohio.

The Terry’s Tire acquisition closed for an aggregate purchase price of approximately $370.5 million (the “Terry’s Tire Purchase Price”), consisting of cash consideration of approximately $358.0 million and contingent consideration of $12.5 million. The cash consideration paid for the Terry’s Tire Acquisition included estimated working capital adjustments and a portion of consideration contingent on certain events achieved prior to closing. During second quarter 2014, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment decreased the Terry’s Tire Purchase Price by $5.4 million to $370.5 million with a corresponding decrease to goodwill of $5.4 million. The Terry’s Tire Purchase Price was funded by a combination of borrowings under a new senior secured term loan facility, as more fully described in Note 9, and borrowings of approximately $72.5 million under Holdings’ existing U.S. ABL Facility.

On January 31, 2014, pursuant to an Agreement and Plan of Merger, dated January 24, 2014 (the “Merger Agreement”), among ATD Merger Sub II LLC (“Merger Sub”), an indirect wholly-owned subsidiary of Holdings, ATDI, Hercules Tire Holdings LLC, a Delaware limited liability company (“Hercules Holdings”), the equityholders of Hercules Holdings (each a “Seller” and, collectively the “Sellers”) and the Sellers’ Representative, Merger Sub merged with and into Hercules Holdings, with Hercules Holdings being the surviving entity (the “Merger”). As a result of the Merger, Hercules Holdings became an indirect 100% owned subsidiary of Holdings. Hercules Holdings owns all of the capital stock of The Hercules Tire & Rubber Company, a Connecticut corporation (“Hercules”). Hercules Holdings has no material assets or operations other than its ownership of Hercules. Hercules is engaged in the business of purchasing, marketing, distributing and selling after-market replacement tires for passenger cars, trucks, and certain off road vehicles to tire dealers, wholesale distributors, retail distributors and others in the United States, Canada and internationally. Hercules operated 15 distribution centers in the United States, 6 distribution centers in Canada and one warehouse in northern China. Hercules also markets the Hercules^® brand, which is one of the most sought-after proprietary tire brands in the industry. The acquisition of Hercules is expected to strengthen the Company’s presence in major markets such as California, Texas and Florida in addition to increasing its presence in Canada. Additionally, the Company believes that Hercules’ strong logistics and sourcing capabilities, including a long-standing presence in China, will also allow the Company to capitalize on the growing import market, as well as, providing the ability to expand the international sales of the Hercules^® brand. Finally, this acquisition will allow the Company to be a brand marketer of the Hercules^® brand which in 2014 had a 2% market share of the passenger and light truck market in North America and a 3% share of highway truck tires in North America.

The Merger closed for an aggregate purchase price of approximately $313.4 million (the “Hercules Closing Purchase Price”), consisting of net cash consideration of $309.9 million and contingent consideration of $3.5 million. The Hercules Closing Purchase Price includes an estimate for initial working capital adjustments. During second quarter 2014, the Company finalized the post-closing working capital adjustments in accordance with the Merger Agreement. This adjustment decreased the Hercules Closing Purchase Price by $0.4 million from $313.8 million to $313.4 million with a corresponding decrease to goodwill of $0.4 million. The Merger Agreement provides for the payment of up to $6.5 million in additional consideration contingent upon the occurrence of certain post-closing events (to the extent payable, the “Hercules Additional Purchase Price” and, collectively with the Hercules Closing Purchase Price, the “Hercules Purchase Price”). The cash consideration paid for the Merger was funded by a combination of the issuance of additional Senior Subordinated Notes, as more fully described in Note 9, an equity contribution of $50.0 million from Holdings’ indirect parent, as more fully described in Note 16 and borrowings under Holdings’ credit agreement, as more fully described in Note 9.

On January 17, 2014, TriCan entered into an Asset Purchase Agreement with Kipling Tire Co. LTD., a corporation governed by the laws of the Province of Ontario (“Kipling”), pursuant to which TriCan agreed to acquire the wholesale distribution business of Kipling. Kipling has operated as a retail-wholesale business since 1982. Kipling’s wholesale business distributes tires from its Etobicoke facilities to approximately 400 retail customers in Southern Ontario. Kipling’s retail operations were not acquired by TriCan and will continue to operate under its current ownership. This acquisition will further strengthen TriCan’s presence in the Southern Ontario region of Canada. The acquisition was completed on January 17, 2014 and was funded through the Company’s Canadian ABL Facility. The Company does not believe the acquisition of Kipling is a material transaction subject to the disclosures and supplemental pro forma information required by ASC 805 – Business Combinations. As a result, the information is not presented.

The acquisitions of Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, RTD Calgary, Terry’s Tire and Hercules (collectively the “2014 Acquisitions”) were recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As of the date of these financial statements, the Company is continuing to evaluate the initial purchase price allocation for the Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, RTD Calgary and RTD BC acquisitions. Accordingly, management has used its best estimates in the allocation of the purchase price to assets acquired and liabilities assumed based on the estimated preliminary fair market value of such assets and liabilities at the date of each acquisition. As additional information is obtained about these assets and liabilities within the measurement period, the Company expects to refine its estimates of fair value to allocate the purchase price for the Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton, RTD Calgary and RTD BC acquisitions more accurately. As of the date of these financial statements, the purchase price allocations for Hercules and Terry’s Tire are final. The allocation of the purchase price for each of the 2014 Acquisitions is as follows:


	Terry’s				Trail				Kirks		RTD		RTD
In thousands	Tire		Hercules		Tire		Extreme		Tire		Edmonton		Calgary		Total
Cash	$	7,431	$	12,187	$	—	$	—	$	—	$	—	$	—	$	19,618
Accounts receivable		39,772		61,193		4,899		884		5,175		1,056		2,618		115,597
Inventory		91,895		153,644		6,308		1,380		5,927		2,412		6,047		267,613
Assets held for sale		5,819		—		—		—		—		—		—		5,819
Other current assets		2,222		5,064		—		—		—		—		—		7,286
Deferred income taxes		4,947		—		124		—		—		—		—		5,071
Property and equipment		7,072		29,970		298		29		—		6		508		37,883
Intangible assets		186,161		155,704		10,922		3,985		43,971		21,549		9,707		431,999
Other assets		289		—		—		—		—		—		—		289

Total assets acquired		345,608		417,762		22,551		6,278		55,073		25,023		18,880		891,175
Debt		2,131		5,446		—		—		—		—		—		7,577
Accounts payable		80,771		95,616		6,017		449		—		1,432		1,907		186,192
Accrued and other liabilities		3,904		6,154		368		131		2,997		183		1,464		15,201
Liabilities held for sale		319		—		—		—		—		—		—		319
Deferred income taxes		—		68,516		—		—		—		—		—		68,516
Other liabilities		—		2,325		468		—		47		—		—		2,840

Total liabilities assumed		87,125		178,057		6,853		580		3,044		1,615		3,371		280,645
Net assets acquired		258,483		239,705		15,698		5,698		52,029		23,408		15,509		610,530
Goodwill		112,042		73,708		6,624		1,469		25,627		8,945		8,769		237,184

Purchase price	$	370,525	$	313,413	$	22,322	$	7,167	$	77,656	$	32,353	$	24,278	$	847,714

The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill. The premium in the purchase price paid for the 2014 Acquisitions primarily reflects growth opportunities from expanding the Company’s distribution footprint into Western Canada and through the anticipated realization of operational and cost synergies. In addition, growth opportunities associated with the Hercules^® brand also contributed to the premium in the purchase price paid for the Hercules acquisition.

Cash and cash equivalents, accounts receivable and accounts payable were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventory was recorded at fair value, based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose the inventory as well as the replacement cost of the inventory, where applicable.

The Company recorded intangible assets based on their estimated fair value which consisted of the following:


	Terry’s				Trail				Kirks		RTD		RTD
In thousands	Tire		Hercules		Tire		Extreme		Tire		Edmonton		Calgary		Total
Customer list (1)	$	185,776	$	147,216	$	10,922	$	3,985	$	43,971	$	21,549	$	9,707	$	423,126
Tradenames (2)		—		8,488		—		—		—		—		—		8,488
Favorable leases (3)		385		—		—		—		—		—		—		385

Total	$	186,161	$	155,704	$	10,922	$	3,985	$	43,971	$	21,549	$	9,707	$	431,999

(1)	Estimated useful life is eighteen years.

(2)	Esimated useful life is fifteen years

(3)	Esimated useful life is five years.

The Company utilized the excess earnings method, a derivation of the income approach, as well as the assistance of a third-party valuation report, to determine the fair value of the customer list intangible assets. The excess earnings method estimates the discounted net earnings attributable to the customer relationships that were acquired after considering items such as possible customer attrition. Based on the length and trend of projected cash flows, an estimated useful life of eighteen years was determined. The length of the projected cash flow period was determined by how quickly the customer relationships attrit based on the Company’s historical experience in renewing and extending similar customer relationships and future expectations for renewing and extending similar existing customer relationships, and represents the number of years over which the Company expects the customer relationships to economically contribute to the business. This estimate is based on the year in which 95.0% of the annual discounted cash flows were captured in the value of the customer list intangible asset.

As part of the acquisition of Terry’s Tire, the Company acquired Terry’s Tire’s commercial and retread businesses. As the Company’s core business does not include commercial and retread operations, the Company decided that it would divest of these businesses. As it was management’s intention to divest the commercial and retread businesses during fiscal 2014 and as all held for sale criteria had been met, the related assets, including the allocation of purchase price, and the related liabilities of the commercial and retread businesses were classified as held for sale at the acquisition date. As part of the purchase price allocation, the estimated fair value of the assets held for sale was $5.8 million, including $4.5 million in current assets, net property and equipment of $0.8 million and goodwill of $0.5 million. The estimated fair value of the liabilities held for sale was $0.3 million of which the entire amount related to current liabilities. On July 31, 2014, the Company completed a transaction to sell the commercial and retread businesses acquired as part of the Terry’s Tire acquisition. See Note 19 for additional information.

The 2014 Acquisitions contributed net sales of approximately $805.8 million to the Company for the twelve months ended January 3, 2015. Net loss contributed by the 2014 Acquisitions during the twelve months ended January 3, 2015 was approximately $25.9 million which included non-cash amortization of the inventory step-up of $34.3 million and non-cash amortization expense on acquired intangible assets of $33.4 million.

2013 Acquisitions

On December 13, 2013, TriCan entered into a Share Purchase Agreement with Wholesale Tire Distributors Inc., a corporation formed under the laws of the Province of Ontario (“WTD”), Allan Bishop, an individual resident in the Province of Ontario (“Allan”) and The Bishop Company Inc., a corporation formed under the laws of the Province of Ontario (“BishopCo”) (Allan and BishopCo each, a “Seller” and collectively, the “Sellers”), pursuant to which TriCan agreed to acquire from the Sellers all of the issued and outstanding shares of WTD. WTD owned and operated two distribution centers serving over 2,300 customers. The Company believes the acquisition of WTD strengthened the Company’s market presence in the Southern Ontario region of Canada. The acquisition was completed on December 13, 2013 and was funded through cash on hand. The Company does not believe the acquisition of WTD is a material transaction, individually or when aggregated with the other non-material acquisition discussed herein, subject to the disclosures and supplemental pro forma information required by ASC 805 – Business Combinations. As a result, the information is not presented.

54The acquisition of WTD was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relate to a customer list intangible asset, which had an acquisition date fair value of $4.4 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $1.2 million. The premium in the purchase price paid for the acquisition of WTD reflects the anticipated realization of operational and cost synergies.

~~and~~On ~~The~~August 30, ~~Bishop Company Inc.~~2013, ~~a corporation formed under~~ the ~~laws~~Company ofentered ~~the~~into ~~Province~~a ofStock ~~Ontario~~Purchase ~~(“BishopCo”)~~Agreement ~~(Allan~~with ~~and BishopCo each~~Tire Distributors, aInc. (“~~Seller~~TDI” ~~and collectively, the “Sellers”~~), ~~pursuant~~ to ~~which TriCan agreed to~~ acquire ~~from~~100% ~~the Sellers all~~ of the ~~issued and~~ outstanding ~~shares~~capital stock of ~~WTD~~TDI. ~~WTD~~TDI owned and operated ~~two~~one distribution ~~centers~~center serving over 21,~~300~~700 customers. ~~The~~across ~~acquisition~~Maryland ofand ~~WTD~~northeastern ~~strengthened the Company’s market presence in the Southern Ontario region of Canada~~Virginia. The acquisition was completed on ~~December~~ August 1330, 2013 and was funded through ~~cash~~the onCompany’s ~~hand~~ABL Facility. The Company does not believe the acquisition of ~~WTD~~TDI is a material transaction, individually or when aggregated with the other non-material acquisition discussed herein, subject to the disclosures and supplemental pro forma information required by ASC 805 —– Business Combinations. As a result, the information is not presented.

The acquisition of WTD was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relate to a customer list intangible asset, which had an acquisition date fair value of $4.4 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $1.1 million. The premium in the purchase price paid for the acquisition of WTD reflects the anticipated realization of operational and cost synergies. As additional information is obtained about these assets and liabilities within the measurement period, the Company expects to refine its estimates of fair value to allocate the purchase price more accurately.

On August 30, 2013, the Company entered into a Stock Purchase Agreement with Tire Distributors, Inc. (“TDI”) to acquire 100% of the outstanding capital stock of TDI. TDI owned and operated one distribution center serving over 1,700 customers across Maryland and northeastern Virginia. The acquisition was completed on August 30, 2013 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of TDI is a material transaction, individually or when aggregated with the other non-material acquisition discussed herein, subject to the disclosures and supplemental pro forma information required by ASC 805 — Business Combinations. As a result, the information is not presented.

The acquisition of TDI was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relate to a customer list intangible asset, which had an acquisition date fair value of $3.4 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $2.4 million. The premium in the purchase price paid for the acquisition of TDI reflects the anticipated realization of operational and cost synergies.

On March 22, 2013, TriCan and ATDI entered into a Share Purchase Agreement with Regional Tire Holdings Inc., a corporation formed under the laws of the Province of Ontario (“Holdco”), Regional Tire Distributors Inc. (“RTD”), a corporation formed under the laws of the Province of Ontario and a 100% owned subsidiary of Holdco, and the shareholders of Holdco, pursuant to which TriCan agreed to acquire from the shareholders of Holdco all of the issued and outstanding shares of Holdco for a purchase price of $62.5 million. Holdco has no significant assets or operations, other than its ownership of RTD. The operations of RTD constitute the operations of Holdco. RTD is a wholesale distributor of tires, tire parts, tire accessories and related equipment in the Ontario and Atlantic provinces of Canada. The Company believes that the acquisition of RTD significantly expanded the Company’s presence in the Ontario and Atlantic Provinces of Canada and ~~complements~~complemented the Company’s current operations in Canada.

The acquisition of RTD was completed on April 30, 2013 for aggregate cash consideration of approximately $64.9 million (the “Adjusted Purchase Price”) which includes initial working capital adjustments. The acquisition of RTD was funded by borrowings under the Company’s ABL Facility and FILO Facility, as more fully described in Note 9. The Adjusted Purchase Price was subject to certain post-closing adjustments, including, but not limited to, the finalization of working capital adjustments. Of the $64.9 million Adjusted Purchase Price, $6.3 million is held in escrow pending the resolution of the post-closing adjustments and other escrow release conditions in accordance with the terms of the purchase agreement and escrow agreement. During third quarter 2013, the Company and the shareholders of Holdco agreed on the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increased the Adjusted Purchase Price by $1.0 million to $65.9 million with a corresponding increase to goodwill of $1.0 million.

The acquisition of RTD was recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the Adjusted Purchase Price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. The allocation of the Adjusted Purchase Price is a follows:


In thousands
Cash	$	904
Accounts receivable		10,093
Inventory		21,685
Other current assets		998
Property and equipment		1,050
Intangible assets		42,990
Other assets		52

Total assets acquired		77,772
Debt		—
Accounts payable		7,817
Accrued and other liabilities		12,740
Deferred income taxes		11,692

Total liabilities assumed		32,249
Net assets acquired		45,523
Goodwill		20,375

Purchase price	$	65,898

The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $20.4 million. The premium in the purchase price paid for the acquisition of RTD primarily relates to growth opportunities from expanding the Company’s distribution footprint into Eastern Canada and through operating synergies available via the consolidation of certain distribution centers in Eastern Canada.

The Company recorded intangible assets based on their estimated fair value which consisted of the following:

In thousands	EstimatedUsefulLife		EstimatedFairValue
	Estimated				Estimated
Customer list	16 years		$	40,720
	Useful				Fair
Tradenames	5 years			1,900
In thousands	Life				Value
Favorable leases	4 years			370
Customer list		16 years			$	40,720
Total			$	42,990
Tradenames		5 years				1,900
Favorable leases		4 years				370
Total					$	42,990

RTD contributed net sales of approximately $143.4 million to the Company for the period from May 1, 2013 to December 28, 2013. Net income contributed by RTD since the acquisition date was approximately $4.0 million which included non-cash amortization of the inventory step-up of $2.7 million and non-cash amortization expense on acquired intangible assets of $4.9 million.

2012 Acquisitions

On November 30, 2012, ATDI and ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly-formed direct 100% owned Canadian subsidiary of ATDI, entered into a Share Purchase Agreement with 1278104 Alberta Inc. (“Seller”), Triwest Trading (Canada) Ltd., a 100% owned subsidiary of Seller (“Triwest”) and certain shareholders of Seller pursuant to which Canada Acquisition agreed to acquire from Seller all of the issued and outstanding common shares of Triwest along with an outstanding loan owed to Seller by Triwest for approximately $97.5 million, subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. Of the $97.5 million purchase price, $15.0 million is held in escrow pending the resolution of the post-closing adjustments and other escrow release conditions in accordance with the terms of the purchase agreement and escrow agreement. As a result of the acquisition, Triwest became a direct 100% owned subsidiary of Canada Acquisition. Triwest (dba: TriCan Tire Distributors, or “TriCan”) is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada with distribution centers stretching across the country. The acquisition of TriCan expanded the Company’s footprint and distribution services into Canada for the first time. During second quarter 2013, the Company and the Seller agreed on the post-closing working capital adjustment in accordance with the purchase agreement. This adjustment reduced the purchase price by $3.4 million to $94.1 million with a corresponding decrease to goodwill of $3.4 million.

working capital adjustments. Of the $97.5 million purchase price, $15.0 million is held in escrow pending the resolution of the post-closing adjustments and other escrow release conditions in accordance with the terms of the purchase agreement and escrow agreement. As a result of the acquisition, Triwest became a direct 100% owned subsidiary of Canada Acquisition. Triwest (dba: TriCan Tire Distributors, or “TriCan”) is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada with distribution centers stretching across the country. The acquisition of TriCan expanded the Company’s footprint and distribution services into Canada for the first time. During second quarter 2013, the Company and the Seller agreed on the post-closing working capital adjustment in accordance with the purchase agreement. This adjustment reduced the purchase price by $3.4 million to $94.1 million with a corresponding decrease to goodwill of $3.4 million.

The acquisition of TriCan was completed on November 30, 2012 and funded through the Company’s ABL Facility. The acquisition of TriCan was recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the total purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. The allocation of the purchase price is as follows:


In thousands
Cash	$	1,344
Accounts receivable		35,518
Inventory		45,445
Other current assets		495
Property and equipment		1,191
Intangible assets		49,940
Other assets		755

Total assets acquired		134,688
Debt		—
Accounts payable		37,576
Accrued and other liabilities		14,609
Deferred income taxes		13,003
Other liabilities		475

Total liabilities assumed		65,663
Net assets acquired		69,025
Goodwill		25,044

Purchase price	$	94,069

The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $25.0 million. The premium in the purchase price paid for the acquisition of TriCan primarily relates to growth opportunities from expanding the Company’s distribution footprint into Canada.

Cash, and cash equivalents, accounts receivable and accounts payable were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventory was recorded at fair value, based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose the inventory as well as the replacement cost of the inventory, where applicable.

The Company recorded intangible assets based on their estimated fair value and consisted of the followings:

In thousands	EstimatedUsefulLife		EstimatedFairValue
	Estimated				Estimated
Customer list	16 years		$	44,621
	Useful				Fair
Tradenames	7 years			4,958
In thousands	Life				Value
Favorable leases	6 years			361
Customer list		16 years			$	44,621
Total			$	49,940
Tradenames		7 years				4,958
Favorable leases		6 years				361
Total					$	49,940

~~The~~On ~~following~~May 24, ~~unaudited~~2012, ~~pro~~the ~~forma~~Company ~~supplementary~~entered ~~data~~into ~~for~~a ~~the~~Stock ~~fiscal~~Purchase ~~years~~Agreement ~~ended~~with ~~December 28~~Firestone of Denham Springs, ~~2013, December 29,~~Inc. ~~2012~~d/b/a ~~and~~Consolidated ~~December~~Tire ~~31,~~& ~~2011~~Oil ~~gives~~(“CTO”) ~~effect~~ to ~~the~~acquire ~~acquisition~~100% of ~~RTD~~the asoutstanding ifcapital itstock ~~had~~of ~~occurred~~CTO. onCTO ~~January 1,~~operated ~~2012~~three ~~(the~~distribution ~~first~~centers ~~day~~in ofBaton ~~the~~Rouge, ~~Company’s~~Slidell ~~2012 fiscal year)~~ and ~~gives~~Lafayette, ~~effect~~Louisiana toserving ~~the~~over ~~acquisition~~500 ofcustomers. ~~TriCan as~~The ifacquisition itwas ~~had~~completed ~~occurred~~ on ~~January~~May 224, ~~2011~~2012 ~~(the~~and ~~first~~was ~~day~~funded ofthrough the Company’s ~~2011~~ABL ~~fiscal year)~~Facility. The ~~pro~~Company ~~forma~~does ~~supplementary~~not ~~data~~believe isthe ~~provided~~acquisition ~~for~~of ~~informational~~CTO ~~purposes~~is ~~only~~a ~~and~~material ~~should~~transaction ~~not~~subject beto ~~construed~~the todisclosures beand ~~indicative~~supplemental ofpro ~~the~~forma ~~Company’s~~information ~~results~~required ofby ~~operations~~ASC ~~had~~805 ~~the~~– ~~TriCan~~Business ~~and~~Combinations. ~~RTD~~As ~~acquisitions~~a ~~been~~result, ~~consummated on~~ the ~~date~~information ~~assumed~~is ~~and does~~ not ~~project the Company’s results of operations for any future date~~presented.

	Pro Forma
In thousands	Fiscal YearEndedDecember 28,2013			Fiscal YearEndedDecember 29,2012			Fiscal YearEndedDecember 31,2011
Net sales	$	3,873,469		$	3,767,037		$	3,234,331
Net income (loss)		(9,007	)		(9,289	)		5,596

The pro forma supplementary data for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 includes $1.9 million, $11.7 million and $5.9 million, respectively, as an adjustment to historical amortization expense as a result of acquired intangible assets.

On May 24, 2012, the Company entered into a Stock Purchase Agreement with Firestone of Denham Springs, Inc. d/b/a Consolidated Tire & Oil (“CTO”) to acquire 100% of the outstanding capital stock of CTO. CTO owned and operated three distribution centers in Baton Rouge, Slidell and Lafayette, Louisiana serving over 500 customers. The acquisition was completed on May 24, 2012 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of CTO is a material transaction subject to the disclosures and supplemental pro forma information required by ASC 805 — Business Combinations. As a result, the information is not presented.

The acquisition of CTO was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relate to a customer list intangible asset, which had an acquisition date fair value of $15.9 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $10.1 million. The premium in the purchase price paid for the acquisition of CTO reflects the anticipated realization of operational and cost synergies.

~~2011~~66 ~~Acquisition~~

On April 15, 2011, the Company entered into a Stock Purchase Agreement with the Bowlus Service Company d/b/a North Central Tire (“NCT”) to acquire 100% of the outstanding capital stock of NCT. NCT owned and operated three distribution centers in Canton, Ohio, Cincinnati, Ohio and Rochester, New York, serving over 2,700 customers. The acquisition was completed on April 29, 2011 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of NCT is a material transaction subject to the disclosures and supplemental pro forma information required by ASC 805 — Business Combinations. As a result, the information is not presented.

The acquisition of NCT was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relates to a customer list intangible asset, which had an acquisition date fair value of $38.2 million. The excess of the

~~purchase~~The ~~price~~following ~~over~~unaudited ~~the~~pro ~~amounts~~forma ~~allocated~~supplementary data gives effect to ~~identifiable~~the ~~assets~~2014 ~~and~~Acquisitions ~~liabilities~~as isif these ~~included~~transactions inhad ~~goodwill~~occurred on December 30, ~~and~~2012 ~~amounted~~(the first day of the Company’s 2013 fiscal year), gives effect to ~~$27.0~~the ~~million.~~acquisition ~~The~~of ~~premium~~RTD inas if it had occurred on January 1, 2012 (the ~~purchase~~first ~~price~~day ~~paid~~of ~~for~~the Company’s 2012 fiscal year) and gives effect to the acquisition of ~~NCT~~TriCan ~~reflects~~as if it had occurred on January 2, 2011 (the ~~anticipated~~first ~~realization~~day of ~~significant~~the ~~operational~~Company’s ~~and~~2011 ~~cost~~fiscal ~~synergies~~year). The ~~purchase~~pro offorma ~~NCT~~supplementary ~~expanded~~data is provided for informational purposes only and should not be construed to be indicative of the Company’s ~~market~~results ~~position~~of inoperations ~~Ohio~~had the 2014 Acquisitions, the RTD acquisition and ~~Western~~the ~~New~~TriCan ~~York~~acquisition been consummated on the date assumed and does not project the Company’s results of operations for any future date.


	Pro Forma
	Fiscal Year			Fiscal Year			Fiscal Year
	Ended			Ended			Ended
	January 3,			December 28,			December 29,
In thousands	2015			2013			2012
Net sales	$	5,240,010		$	5,106,493		$	3,765,737
Income (loss) from continuing operations		(67,628	)		(91,868	)		(12,170	)

The pro forma supplementary data for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012, includes $12.0 million, $42.1 million and $12.6 million, respectively, as an increase to historical amortization expense as a result of acquired intangible assets. In addition, the pro forma supplementary data for the fiscal years ended January 3, 2015 and December 28, 2013 includes $5.6 million and $42.8 million, respectively, as an increase to historical interest expense as a result of the issuance of the additional Senior Subordinated Notes and the new senior secured term loan facility, as more fully described in Note 9. For the fiscal years ended December 28, 2013 and December 29, 2012, the Company has included non-recurring historical transaction expenses of $67.1 million and $2.5 million, respectively. These transaction expenses were incurred prior to the acquisition of Hercules, Terry’s Tire and RTD and they are directly related to the acquisitions and are non-recurring. Additionally, for the fiscal years ended January 3, 2015 and December 28, 2013, the Company has included a reduction in historical cost of goods sold of $34.3 million and $2.7 million, respectively. The reduction in cost of goods sold relates to the elimination of the non-cash amortization of the inventory step-up recorded in connection with the 2014 Acquisitions and the RTD acquisition as the amortization is directly related to these acquisitions and is non-recurring.

4. Inventories:

Inventories consist primarily of automotive tires, custom wheels, tire supplies and tools and are valued at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. A majority of the Company’s tire vendors allow for the return of tire products, subject to certain limitations, specified in supply arrangements with the vendors. In addition, the Company’s inventory is collateral under the ABL Facility and FILO Facility. See Note 9 for further information.

As a result of the TriCan acquisition in November 2012, the RTD, TDI and WTD acquisitions in fiscal 2013 and the 2014 Acquisitions, the carrying value of the acquired inventory was increased by $6.3 million, $2.7 million, $0.2 million, ~~and~~ $0.5 million, and $34.4 million, respectively, to adjust to estimated fair value in accordance with the accounting guidance for business combinations. The step-up in inventory value is amortized into cost of goods sold over the period of the Company’s normal inventory turns, which approximates two months. Amortization of the inventory step-up included in cost of goods sold in the accompanying consolidated statements of comprehensive income (loss) for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012 was $35.9 million, $5.4 million and $4.1 million, respectively.

5. Assets Held for Sale:

In accordance with current accounting standards, the Company classifies assets as held for sale in the period in which all held for sale criteria is met. Assets held for sale are reported at the lower of their carrying amount or fair value less cost to sell and are no longer depreciated. At ~~December~~January 283, ~~2013~~2015, ~~assets~~the ~~held~~Company ~~for~~had ~~sale totaled~~ $0.98 million, ofclassified ~~which~~as ~~$0.5~~assets held for ~~million~~sale ~~were~~which related to residential properties that were acquired as part of employee relocation packages. The Company is actively marketing these properties and anticipates that they will be sold within a twelve-month period from the date in which they are classified as held for sale.

As67 part of the Am-Pac Tire Dist., Inc. (“Am-Pac”) acquisition in 2008, the Company acquired a distribution center in California which contained office space that served as Am-Pac’s headquarters. The facility was used as a warehouse within the Company’s distribution operations until its activities were absorbed into nearby existing locations during 2011. During the first quarter of 2013, the Company determined that the carrying value of the facility exceeded its fair value due to current market conditions. As a result, the Company recorded a $0.5 million adjustment related to the fair value of this facility. During the third quarter of 2013, the Company received $3.9 million in cash for the sale of this facility. The carrying value of the facility was $4.0 million. Accordingly, the Company has recognized a pre-tax loss on the sale of this facility of $0.1 million within the accompanying consolidated statement of comprehensive income (loss).

On February 1, 2012, the Company reacquired one of three facilities originally included in a sale-leaseback transaction completed in 2002 that had an initial lease term of 20 years, followed by two 10 year renewal options. The facility was used as a distribution center within the Company’s operations until its activities were relocated to an expanded location during the second quarter of 2012. As a result, the Company classified the facility as held for sale during the third quarter of 2012 when the appropriate criteria was met. During the third quarter of 2013, the Company determined that the carrying value of this facility exceeded its fair value due to current market conditions. As a result, the Company recorded a $0.3 million adjustment related to the fair value of this facility which reduced the carrying value to $1.5 million. In October 2013, the Company received $1.5 million in cash for the sale of this facility.

During third quarter 2013, the Company classified a facility located in Georgia as held for sale. The facility was previously used as a distribution center within the Company’s operations until its activities were relocated to an expanded facility. During the fourth quarter of 2013, the Company determined that the carrying value of this facility exceeded its fair value due to current market conditions. As a result, the Company recorded a $0.3 million adjustment related to the fair value of this facility. As of December 28, 2013, the carrying value of this facility was $0.4 million. The Company is actively marketing this property and anticipates that it will be sold within a twelve-month period.

As part of the Terry’s Tire acquisition, the Company acquired Terry’s Tire’s commercial and retread businesses. See Note 3 for additional information regarding this acquisition. As it was management’s intention to divest the commercial and retread businesses during fiscal 2014 and as all held for sale criteria had been met, the related assets and liabilities of the commercial and retread businesses were classified as held for sale at the acquisition date. On July 31, 2014, the Company received $3.9 million in cash for the sale of the commercial and retread businesses. See Note 19 for additional information.

6. Property and Equipment:

The following table represents the major classes of property and equipment at ~~December~~January 283, ~~2013~~2015 and December 2928, ~~2012~~2013:

In thousands	December 28,2013			December 29,2012
	January 3,			December 28,
Land	$	1,665		$	2,108
In thousands	2015			2013
Buildings and leasehold improvements		22,811			21,554
Land	$	4,724		$	1,665
Machinery and equipment		27,515			21,745
Buildings and leasehold improvements		36,586			22,811
Furniture and fixtures		46,459			39,863
Machinery and equipment		54,727			27,515
Software		117,607			88,021
Furniture and fixtures		57,416			46,459
Vehicles and other		3,111			3,649
Software		164,039			117,607
Total property and equipment		219,168			176,940
Vehicles and other		9,868			3,111
Less - Accumulated depreciation		(71,312	)		(47,058	)
Total property and equipment		327,360			219,168
Property and equipment, net	$	147,856		$	129,882
Less - Accumulated depreciation		(106,894	)		(71,312	)
Property and equipment, net	$	220,466		$	147,856

Depreciation expense was $2938.56 million for the fiscal year ended ~~December~~January 283, ~~2013~~2015, $2329.15 million for the fiscal year ended December 2928, ~~2012~~2013 and $1623.51 million for the fiscal year ended December 3129, ~~2011~~2012. Depreciation expense is classified in selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss).

Included in the above table within Land and Buildings and leasehold improvements are assets under capital leases related to the sale and leaseback of two of the Company’s owned facilities (see Note 9). The net book value of these assets at ~~December~~January 283, ~~2013~~2015 and December 2928 ~~2012~~2013 was $6.97 million and $76.29 million, respectively. Accumulated depreciation was $1.14 million and $01.81 million for the respective periods. Depreciation expense was $0.3 million, $0.23 million and $0.32 million for the fiscal years ended ~~December~~January 283, ~~2013~~2015, December 2928, ~~2012~~2013 and December 3129, ~~2011.~~ 2012.

7. Goodwill:

The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, adjustments may be recorded. Goodwill is tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset.

The changes in the carrying amount of goodwill are as follows:

In thousands	December 28,2013			December 29,2012
	January 3,			December 28,
Beginning balance	$	483,143		$	446,787
In thousands	2015			2013
Purchase accounting adjustments		(1,349	)		—
Beginning balance	$	504,333		$	483,143
Acquisitions		25,408			36,457
Purchase accounting adjustments		128			(1,349	)
Currency translation		(2,869	)		(101	)
Acquisitions		238,871			25,408
Ending balance	$	504,333		$	483,143
Currency translation		(10,078	)		(2,869	)
Ending balance	$	733,254		$	504,333

As68 of December 28, 2013, the Company has recorded goodwill of $504.3 million, of which approximately $26 million of net goodwill is deductible for income tax purposes in future periods. The balance primarily relates to the Merger on May 28, 2010, in which $418.6 million was recorded as goodwill. The Company does not have any accumulated goodwill impairment losses.

On December 13, 2013, TriCan entered into a Share Purchase Agreement to acquire all of the issued and outstanding common shares of WTD. The acquisition was funded through cash on hand. The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. As a result, the Company recorded $1.1 million as goodwill. See Note 3 for additional information.

OnAs ~~August~~of January 303, ~~2013~~2015, the Company ~~entered~~has ~~into~~recorded agoodwill ~~Stock~~of ~~Purchase~~$733.3 ~~Agreement~~million, ~~to acquire 100%~~ of which ~~the~~approximately ~~outstanding~~$165 ~~capital~~million ~~stock~~ of ~~TDI.~~net ~~The~~goodwill ~~acquisition~~is ~~was~~deductible ~~funded~~for ~~through~~income ~~the~~tax ~~Company’s~~purposes ~~ABL~~in ~~Facility~~future periods. The ~~purchase~~balance ~~price~~primarily ~~has~~relates ~~been allocated~~ to ~~assets~~the ~~acquired~~TPG ~~and~~Merger ~~liabilities assumed based~~ on ~~the~~May 28, ~~estimated fair market value of such assets and liabilities at the date of acquisition. During fourth quarter 2013~~2010, ~~the Company finalized the post-closing working capital adjustments~~ in ~~accordance with the purchase agreement~~ which ~~increased goodwill by~~ $0418.56 million. Inwas ~~addition,~~recorded ~~the~~as ~~Company adjusted the fair market value of certain working capital items during fourth quarter 2013. These adjustments increased~~ goodwill ~~by $0~~.2 ~~million~~The toCompany ~~$2.4~~does ~~million~~not athave ~~December 28,~~any accumulated ~~2013.~~goodwill ~~See~~impairment ~~Note 3 for additional information~~losses.

On ~~April~~November 303, ~~2013~~2014, TriCan completed the acquisition of RTD ~~pursuant to a Share Purchase Agreement entered into on March 22, 2013~~BC. ~~The~~ ~~acquisition was funded through the Company’s ABL Facility and FILO Facility.~~ The purchase price ~~has~~was preliminarily ~~been~~ allocated to the assets acquired and liabilities assumed based on the estimated fair market value ~~of such assets and liabilities~~ at the date of acquisition. ~~During~~As ~~third~~a ~~quarter 2013~~result, the Company ~~finalized~~recorded ~~the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increased goodwill by~~ $1.06 million toas ~~$20~~goodwill.4 ~~million at December 28, 2013.~~ See Note 3 for additional information.

InDuring ~~addition~~third quarter 2014, the Company acquired the ~~inventory~~assets and ~~accounts~~liabilities ~~receivable~~ of aseveral small Canadian ~~distributor~~ ~~in February 2013~~businesses. The purchase price for each business was preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair market value at the date of acquisition. As part of the preliminary purchase price allocation, ~~which~~the ~~resulted~~Company inallocated an$3.3 ~~increase~~million to finite-lived ~~goodwill~~intangible assets related to noncompete agreements with useful lives ranging between two and five years. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $10.61 million.

On ~~November~~June 3027, ~~2012~~2014, ~~ATDI~~TriCan ~~and~~completed ~~Canada~~its ~~Acquisition~~acquisition ~~entered into a Share Purchase Agreement to acquire all~~ of the ~~issued~~wholesale ~~and~~distribution ~~outstanding common~~businesses ~~shares~~ of ~~TriCan.~~Trail ~~The~~Tire, Extreme ~~acquisition~~Wheel, ~~was~~Kirks ~~completed on November 30~~Tire, ~~2012~~RTD Edmonton and ~~was~~RTD ~~funded through the Company’s ABL Facility~~Calgary. The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. ~~During~~As ~~fiscal~~a ~~2013~~result, the Company ~~finalized~~recorded ~~the post-closing working capital adjustments in accordance with the purchase agreement which decreased goodwill by~~ $36.46 million, $1.5 ~~In addition~~million, ~~the Company adjusted the fair market value of certain working capital items during fiscal 2013~~$25.6 ~~These~~million, ~~adjustments increased goodwill by~~ $18.49 million toand $258.08 million, ~~at December 28~~respectively, ~~2013~~as goodwill. See Note 3 for additional information.

On ~~May~~March 2428, ~~2012~~2014, ~~the~~ATDI ~~Company~~completed ~~entered~~its ~~into~~acquisition aof ~~Stock~~Terry’s ~~Purchase~~Tire ~~Agreement~~pursuant to ~~acquire~~a ~~100%~~Stock ofPurchase ~~the~~Agreement ~~outstanding~~entered ~~capital~~into ~~stock of CTO. The acquisition was completed~~ on ~~May~~ February 2417, ~~2012 and was funded through the Company’s ABL Facility~~2014. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. During ~~fiscal~~the ~~2013~~second quarter of 2014, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment ~~increase~~decreased goodwill by $05.64 million to $10112.10 million at ~~December~~ January 283, ~~2013~~2015. See Note 3 for additional information.

On January 31, 2014, the Company completed its acquisition of Hercules pursuant to an Agreement and Plan of Merger dated January 24, 2014. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. During second quarter 2014, the Company finalized the post-closing working capital adjustments in accordance with the Merger Agreement. This adjustment decreased goodwill by $0.4 million to $73.7 million at January 3, 2015. See Note 3 for additional information.

On December 13, 2013, TriCan entered into a share Purchase Agreement to acquire all of the issued and outstanding common shares of WTD. The acquisition was funded through cash on hand. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. During first quarter 2014, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This increased goodwill by $0.1 million to a total of $1.2 million. See Note 3 for additional information.

8. Intangible Assets:

Indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite lives are being amortized on a straight-line basis or accelerated basis over periods ranging from one to nineteen years.

~~The~~69 ~~following table sets forth the gross amount and accumulated amortization of the Company’s intangible assets at December 28, 2013 and December 29, 2012:~~

	December 28, 2013				December 29, 2012
In thousands	GrossAmount		AccumulatedAmortization		GrossAmount		AccumulatedAmortization
Customer lists	$	677,062	$	226,614	$	632,589	$	156,249
Noncompete agreements		12,007		6,400		7,898		2,841
Favorable leases		688		119		360		5
Tradenames		10,531		3,754		9,043		1,990
Total finite-lived intangible assets		700,288		236,887		649,890		161,085
Tradenames (indefinite-lived)		249,893		—		249,893		—
Total intangible assets	$	950,181	$	236,887	$	899,783	$	161,085

~~At December 28, 2013, the Company had $713.3 million of intangible assets.~~ The ~~balance primarily~~following ~~relates~~table tosets ~~the~~forth ~~Merger on May 28, 2010, in which $781.3 million was recorded as intangible assets. As part of~~ the ~~preliminary~~gross ~~purchase~~amount price allocation of WTD, the Company allocated $4.4 million to a finite-lived customer list intangible asset with a useful life of sixteen years. As part of the purchase price allocation of TDI, the Company allocated $3.4 million to a finite-lived customer list intangible asset with a useful life of sixteen years. As part of the purchase price allocation of RTD, the Company allocated $40.7 million to a finite-lived customer list intangible asset with a useful life of sixteen years, $1.9 million to a finite-lived tradename with a useful life of five years and ~~$0.4~~accumulated ~~million~~amortization ~~to a finite-lived favorable leases intangible asset with a useful life~~ of ~~four years. As part of~~ the ~~purchase price allocation of TriCan, the Company allocated $44.6 million to a finite-lived customer list intangible asset with a useful life of sixteen~~ years, $4.9 million to a finite-lived tradename with a useful life of seven years and $0.4 million to a finite-lived favorable leases intangible asset with a useful life of six years. In connection with the acquisition of CTO on May 24, 2012, the Company’s ~~allocated $15.9 million to a finite-lived customer list~~ intangible ~~asset~~assets ~~with~~at ~~a useful life of sixteen years.~~January ~~During 2011~~3, ~~the~~2015 Company allocated $43.4 million to finite-lived intangible assets, including $38.2 million associated with a customer list as well as $5.2 million associated with a noncompete agreement, in connection with the acquisition of NCT. These intangible assets had a useful life of nineteen years and ~~five years~~December 28, ~~respectively. See~~2013: ~~Note 3 for additional information.~~

Amortization of intangible assets was $76.2 million in fiscal 2013, $66.2 million in fiscal 2012 and $61.8 million in fiscal 2011. Estimated amortization expense on existing intangible assets is expected to approximate $73.2 million in 2014, $62.7 million in 2015, $52.9 million in 2016, $46.2 million in 2017 and $39.6 million in 2018.


	January 3, 2015				December 28, 2013
	Gross		Accumulated		Gross		Accumulated
In thousands	Amount		Amortization		Amount		Amortization
Customer lists	$	1,101,389	$	328,403	$	677,062	$	226,614
Noncompete agreements		21,143		10,459		12,007		6,400
Favorable leases		1,017		300		688		119
Tradenames		12,592		4,154		10,531		3,754

Total finite-lived intangible assets		1,136,141		343,316		700,288		236,887
Tradenames (indefinite-lived)		249,893		—		249,893		—

Total intangible assets	$	1,386,034	$	343,316	$	950,181	$	236,887

At January 3, 2015, the Company had $1,042.7 million of intangible assets. The balance primarily relates to the TPG Merger on May 28, 2010, in which $781.3 million was recorded as intangible assets. As part of the preliminary purchase price allocation of RTD BC, the Company allocated $12.2 million to a finite-lived customer list intangible asset with a useful life of eighteen years. As part of the preliminary purchase price allocation of Trail Tire, Extreme Wheel, Kirks Tire, RTD Edmonton and RTD Calgary, the Company allocated $10.9 million, $4.0 ~~Long~~million, $44.0 million, $21.5 million and $9.7 million, respectively, to a finite-~~term~~lived ~~Debt:~~customer list intangible asset with a useful life of eighteen years. As part of the purchase price allocation of Terry’s Tire, the Company allocated $185.8 million to a finite-lived customer list intangible asset with a useful life of eighteen years and $0.4 million to a favorable leases intangible asset with a useful life of five years. As part of the purchase price allocation of Hercules, the Company allocated $147.2 million to a finite-lived customer list intangible asset with a useful life of eighteen years and $8.5 million to a finite-lived tradename with a useful life of fifteen years. As part of the purchase price allocation of WTD, the Company allocated $4.4 million to a finite-lived customer list intangible asset with a useful life of sixteen years. As part of the purchase price allocation of TDI, the Company allocated $3.4 million to a finite-lived customer list intangible asset with a useful life of sixteen years. As part of the purchase price allocation of RTD, the Company allocated $40.7 million to a finite-lived customer list intangible asset with a useful life of sixteen years, $1.9 million to a finite-lived tradename with a useful life of five years and $0.4 million to a finite-lived favorable leases intangible asset with a useful life of four years. As part of the purchase price allocation of TriCan, the Company allocated $44.6 million to a finite-lived customer list intangible asset with a useful life of sixteen years, $4.9 million to a finite-lived tradename with a useful life of seven years and $0.4 million to a finite-lived favorable leases intangible asset with a useful life of six years. In connection with the acquisition of CTO on May 24, 2012, the Company allocated $15.9 million to a finite-lived customer list intangible asset with a useful life of sixteen years. See Note 3 for additional information.

~~The~~Amortization ~~following~~of ~~table~~intangible ~~presents~~assets ~~the~~was ~~Company’s~~$114.3 ~~long-term~~million ~~debt~~in atfiscal ~~December 28~~2014, $76.2 million in fiscal 2013 and at$66.2 ~~December~~million in fiscal 2012. 29Estimated amortization expense on existing intangible assets is expected to approximate $126.0 million in 2015, ~~2012:~~$106.4 million in 2016, $91.5 million in 2017, $77.4 million in 2018 and $67.9 million in 2019.

In thousands	December 28,2013			December 29,2012
U.S. ABL Facility	$	417,066		$	478,616
Canadian ABL Facility		36,424			10,976
FILO Facility		51,863			—
Senior Subordinated Notes		200,000			200,000
Senior Secured Notes		248,219			247,802
Capital lease obligations		12,330			12,469
Other		1,098			1,341
Total debt		967,000			951,204
Less - Current maturities		(564	)		(493	)
Long-term debt	$	966,436		$	950,711

The fair value of the Senior Secured Notes was $265.0 million at December 28, 2013 and December 29, 2012 and is based upon quoted market values (Level 1). The fair value of the Senior Subordinated Notes was $212.0 million at December 28, 2013 and December 29, 2012 and is based upon quoted prices for similar liabilities (Level 2).

Aggregate maturities of long-term debt at December 28, 2013, are as follows:

In thousands
2014	$	564
2015		507
2016		554
2017		754,183
2018		200,595
Thereafter		10,597
Total	$	967,000

9. Long-term Debt:

The following table presents the Company’s long-term debt at January 3, 2015 and at December 28, 2013:


	January 3,			December 28,
In thousands	2015			2013
U.S. ABL Facility	$	581,167		$	417,066
Canadian ABL Facility		473			36,424
U.S. FILO Facility		80,000			51,863
Canadian FILO Facility		—			—
Term Loan		714,175			—
Senior Subordinated Notes		421,736			200,000
Senior Secured Notes		—			248,219
Capital lease obligations		12,448			12,330
Other		6,116			1,098

Total debt		1,816,115			967,000
Less - Current maturities		(9,768	)		(564	)

Long-term debt	$	1,806,347		$	966,436

The fair value of the Senior Subordinated Notes was $435.4 million at January 3, 2015 and $212.0 million at December 28, 2013 and was estimated using a discounted cash flow analysis with significant inputs that are not observable (Level 3) as there are no quoted prices in active markets for these notes. The fair value of the Term Loan was $718.5 million at January 3, 2015 and was estimated using a discounted cash flow analysis with significant inputs that are not observable (Level 3). The discount rate used in the fair value analysis for the Term Loan was based on borrowing rates available to the Company for debt with the same remaining maturity. The carrying value of the Company’s ABL Facility and FILO Facility approximates fair value due to the variable rate of interest paid.

Aggregate maturities of long-term debt at January 3, 2015 are as follows:


In thousands
2015	$	9,768
2016		8,910
2017		670,682
2018		1,116,007
2019		686
Thereafter		10,062

Total	$	1,816,115

ABL Facility

~~See~~On ~~Note~~January 31, 182014, ~~regarding~~in ~~recent~~connection ~~amendment~~with tothe Hercules acquisition, the Company entered into the Second Amendment to Sixth Amended and Restated Credit Agreement (“Credit Agreement”), which provides for (i) U.S. revolving credit commitments of $850.0 million (of which up to $50.0 million can be utilized in the form of commercial and standby letters of credit), subject to U.S. borrowing base availability (the “U.S. ABL Facility”) and (ii) Canadian revolving credit commitments of $125.0 million (of which up to $10.0 million can be utilized in the form of commercial and standby letters of credit), subject to Canadian borrowing base availability (the “Canadian ABL Facility” and, collectively with the U.S. ABL Facility, the “ABL Facility”). In addition, the Credit Agreement provides (i) the U.S. borrowers under the agreement with a first-in last-out facility (the “U.S. FILO Facility”) in the aggregate principal amount of up to $80.0 million, subject to a borrowing base specific thereto and (ii) the Canadian borrowers under the agreement with a first-in last-out facility (the “Canadian FILO Facility” and collectively with the U.S. FILO Facility, the “FILO Facility”) in an aggregate principal amount of up to $15.0 million, subject to a borrowing base specific thereto. The U.S. ABL Facility is available to ATDI, Am-Pac Tire Dist. Inc., Hercules and any other U.S. subsidiary that the Company designates in the

~~Our~~71 Sixth Amended and Restated Credit Agreement (as amended, our “Credit Agreement”) provides for (i) U.S. revolving credit commitments of $850.0 million (of which up to $50.0 million can be utilized in the form of commercial and standby letters of credit), subject to U.S. borrowing base availability (the “U.S. ABL Facility”) and (ii) Canadian revolving credit commitments of $100.0 million (of which up to $10.0 million can be utilized in the form of commercial and standby letters of credit), subject to Canadian borrowing base availability (the “Canadian ABL Facility” and, collectively with the U.S. ABL Facility, the “ABL Facility”). In addition, the Credit Agreement provides the U.S. borrowers under the agreement with a first-in last-out facility (the “FILO Facility”) in an aggregate principal amount of up to $60.0 million, subject to a borrowing base specific thereto. The U.S. ABL Facility provides for revolving loans available to ATDI, its 100% owned subsidiary Am-Pac Tire Dist. Inc. and any other U.S. subsidiary that the Company designates in the future in accordance with the terms of the agreement. The Canadian ABL Facility provides for revolving loans available to TriCan, RTD and WTD and any other Canadian subsidiaries that the Company designates in the future in accordance with the terms of the agreement. Provided that no default or event of default then exists or would arise therefrom, the Company has the option to request that the ABL Facility be increased by an amount not to exceed $200.0 million (up to $50.0 million of which may be allocated to the Canadian ABL Facility), subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. The maturity date for the ABL Facility is November 16, 2017, provided that if on March 1, 2017, either (i) more than $50.0 million in aggregate principal amount of ATDI’s Senior Secured Notes remains outstanding or (ii) any principal amount of ATDI’s Senior Secured Notes remains outstanding with a scheduled maturity date which is earlier than 91 days after November 16, 2017 and excess availability under the ABL Facility is less than 12.5% of the aggregate revolving commitments, then the maturity date will be March 1, 2017. The maturity date for the FILO Facility is October 30, 2014. See Note 18 for additional information regarding the amendment to the FILO Facility and the new maturity date.

At December 28, 2013, the Company had $417.1 million outstanding under the U.S. ABL Facility. In addition, the Company had certain letters of credit outstanding in the aggregate amount of $8.1 million, leaving $236.1 million available for additional borrowings under the U.S. ABL Facility. The outstanding balance of the Canadian ABL Facility at December 28, 2013 was $36.4 million, leaving $41.2 million available for additional borrowings. As of December 28, 2013, the outstanding balance of the FILO Facility was $51.9 million and was classified as long-term debt on the consolidated balance sheet as the FILO Facility was refinanced on a long-term basis on January 31, 2014. See Note 18 for additional information.

Borrowings under the U.S. ABL Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% as of December 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 1⁄2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 1.0% as of December 28, 2013. The applicable margins under the U.S. ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the Canadian ABL Facility bear interest at a rate per annum equal to either (a) a Canadian base rate determined by reference to the highest of (1) the base rate as published by Bank of America, N.A. (acting through its Canada branch) as its “base rate”, (2) the federal funds rate effective plus 1⁄2 of 1% per annum and (3) the one month-LIBOR rate plus 1.0% per annum, plus an applicable margin of 1.0% as of December 28, 2013 or (b) a Canadian prime rate determined by reference to the highest of (1) the prime rate as published by Bank of America, N.A. (acting through its Canada branch) as its “prime rate”, (2) the sum of 1⁄2 of 1% plus the Canadian overnight rate and (3) the sum of 1% plus the rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances as published by Reuters Monitor Money Rates Service for a 30 day interest period, plus an applicable margin of 1.0% as of December 28, 2013. The applicable margins under the Canadian ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the FILO Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 3.5% as of December 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 1⁄2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 2.5% as of December 28, 2013. The applicable margins under the FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

future in accordance with the terms of the Credit Agreement. The Canadian ABL Facility is available to TriCan and any other Canadian subsidiaries that the Company designates in the future in accordance with the terms of the Credit Agreement. Provided that no default or event of default then exists or would arise therefrom, the Company has the option to request that the ABL Facility be increased by an amount not to exceed $175.0 million (up to $25.0 million of which may be allocated to the Canadian ABL Facility), subject to certain rights of the administrative agent, swingline lender and issuing banks providing commitments for such increase. The maturity date for the ABL Facility is November 16, 2017. The maturity date for the FILO Facility is January 31, 2017. During the fiscal year ended January 3, 2015, the Company paid $0.7 million in debt issuance costs related to the ABL Facility and FILO Facility. The debt issuance costs were capitalized to other assets in the consolidated balance sheet.

As of January 3, 2015, the Company had $581.2 million outstanding under the U.S. ABL Facility. In addition, the Company had certain letters of credit outstanding in the aggregate amount of $11.0 million, leaving $236.6 million available for additional borrowings under the U.S. ABL Facility. The outstanding balance of the Canadian ABL Facility at January 3, 2015 was $0.5 million, leaving $124.5 million available for additional borrowings. The outstanding balance of the U.S. FILO Facility at January 3, 2015 was $80.0 million. As of January 3, 2015, no amount was outstanding under the Canadian FILO Facility, leaving $14.8 million available for additional borrowings.

Borrowings under the U.S. ABL Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) 175 basis points over an adjusted LIBOR rate or (b) 75 basis points over an alternative base rate (the higher of the prime rate, the federal funds rate plus 50 basis points and one month-adjusted LIBOR rate plus 100 basis points). The applicable margins under the U.S. ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the Canadian ABL Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) 75 basis points over an alternative Canadian base rate (the higher of the base rate as published by Bank of America, N.A., acting through its Canada branch, the federal funds rate plus 50 basis points and one month-LIBOR plus 100 basis points), (b) 75 basis points over a Canadian prime rate determined in accordance with the Canadian ABL Facility, (c) 175 basis points over a rate determined by reference to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed loan amount or (d) 175 basis points over an adjusted LIBOR rate. The applicable margins under the Canadian ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the U.S. FILO Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) 325 basis points over an adjusted LIBOR rate or (b) 225 basis points over an alternative base rate (the higher of the prime rate, the federal funds rate plus 50 basis points and one month-adjusted LIBOR plus 100 basis points). The applicable margins under the U.S. FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

Borrowings under the Canadian FILO Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) 225 basis points over an alternative Canadian base rate (the higher of the base rate as published by Bank of America, N.A., acting through its Canada branch, the federal funds rate plus 50 basis points and one month-LIBOR plus 100 basis points), (b) 225 basis points over a Canadian prime rate determined in accordance with the Canadian ABL Facility, (c) 325 basis points over a rate determined by reference to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed loan amount or (d) 325 basis points over an adjusted LIBOR rate. The applicable margins under the Canadian FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

•

85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus

•

The U.S. FILO and the Canadian FILO borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

• 5% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus

• ~~7.5~~10% of the net orderly liquidation value of the eligible tire and non-tire inventory of the U.S. or Canadian loan parties, as applicable.

~~All~~72 obligations under the U.S. ABL Facility and the FILO Facility are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp and TDI. The Canadian ABL Facility is unconditionally guaranteed by the U.S. loan parties, TriCan, RTD, WTD and any future, direct and indirect, wholly-owned, material restricted Canadian subsidiaries. Obligations under the U.S. ABL Facility and the FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of the U.S. loan parties, subject to certain exceptions. Obligations under the Canadian ABL Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of the U.S. loan parties and the Canadian loan parties, subject to certain exceptions.

The ABL Facility and the FILO Facility contain customary covenants, including covenants that restricts the Company’s ability to incur additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change the Company’s fiscal year. If the amount available for additional borrowings under the ABL Facility is less than the greater of (a) 10.0% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the aggregate borrowing base and (b) $25.0 million, then the Company would be subject to an additional covenant requiring them to meet a fixed charge coverage ratio of 1.0 to 1.0. As of December 28, 2013, the Company’s additional borrowing availability under the ABL Facility was above the required amount and the Company was therefore not subject to the additional covenants.

Senior Secured Notes

On May 28, 2010, ATDI issued Senior Secured Notes (“Senior Secured Notes”) due June 1, 2017 in an aggregate principal amount at maturity of $250.0 million. The Senior Secured Notes were issued at a discount from their principal amount at maturity and generated net proceeds of approximately $240.7 million after debt issuance costs (which represents a non-cash financing activity of $9.3 million). The Senior Secured Notes will accrete based on an effective interest rate of 10% to an aggregate accreted value of $250.0 million, the full principal amount at maturity. The Senior Secured Notes bear interest at a fixed rate of 9.75% per annum. Interest on the Senior Secured Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Secured Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price of 107.313% of the principal amount if the redemption date occurs between June 1, 2013 and May 31, 2014, 104.875% of the principal amount if the redemption date occurs between June 1, 2014 and May 31, 2015, 102.438% of the principal amount if the redemption date occurs between June 1, 2015 and May 31, 2016 and 100.0% of the principal amount if the redemption date occurs between June 1, 2016 and May 31, 2017.

The Senior Secured Notes are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp and TDI, subject to certain exceptions. The Senior Secured Notes are also collateralized by a second-priority lien on accounts receivable and related assets and a first-priority lien on substantially all other assets (other than inventory), in each case of Holdings, ATDI and the guarantor subsidiaries, subject to certain exceptions.

All obligations under the U.S. ABL Facility and the U.S. FILO Facility are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp. The Canadian ABL Facility and the Canadian FILO Facility are unconditionally guaranteed by the U.S. loan parties, TriCan and any future, direct and indirect, wholly-owned, material restricted Canadian subsidiaries. Obligations under the U.S. ABL Facility and the U.S. FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of the U.S. loan parties, subject to certain exceptions. Obligations under the Canadian ABL Facility and the Canadian FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets of the U.S. loan parties and the Canadian loan parties and a second-priority lien on substantially all other assets of the U.S. loan parties and the Canadian loan parties, subject to certain exceptions.

The ABL Facility and FILO Facility contain customary covenants, including covenants that restrict the Company’s ability to incur additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change the Company’s fiscal year. The terms of the ABL Facility and FILO Facility generally restrict distributions or the payment of dividends in respect of the Company’s stock subject to certain exceptions requiring compliance with certain availability levels and fixed charge coverage ratios under the ABL Facility and other customary negotiated exceptions. As of January 3, 2015, the Company was in compliance with these covenants. If the amount available for additional borrowings under the ABL Facility is less than the greater of (a) 10.0% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the aggregate borrowing base and (b) $25.0 million, then the Company would be subject to an additional covenant requiring them to meet a fixed charge coverage ratio of 1.0 to 1.0. As of January 3, 2015, the Company’s additional borrowing availability under the ABL Facility was above the required amount and the Company was therefore not subject to the additional covenants.

Senior Secured Term Loan

On June 16, 2014, ATDI amended the Initial Term Loan (the “Incremental Amendment”) to borrow an additional $340.0 million (the “Incremental Term Loan”) on the same terms as the Initial Term Loan. Pursuant to the Incremental Amendment, until August 15, 2014 ATDI also had the right to borrow up to an additional $80.0 million (the “Delayed Draw Term Loan” and collectively with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) on the same terms as the Initial Term Loan. The proceeds from the Incremental Term Loan, net of related debt issuance costs paid at closing, amounted to approximately $335.7 million, and were used, in part, to redeem all $250.0 million aggregate principal amounts of notes outstanding under ATDI’s Senior Secured Notes and related fees and expenses as more fully described below, and the remaining proceeds will be used for working capital requirements and other general corporate purposes, including the financing of potential future acquisitions. The Company received the proceeds from the Delayed Draw Term Loan at the end of the second quarter of 2014. The maturity date for the Term Loan is June 1, 2018. During the fiscal year ended January 3, 2015, the Company paid $14.0 million in debt issuance cost related to the Term Loan. The debt issuance costs were capitalized to other assets in the consolidated balance sheet.

Borrowings under the Term Loan bear interest at a rate per annum equal to, at the Company’s option, either (a) a Eurodollar rate determined by reference to LIBOR, plus an applicable margin of 475 basis points or (b) 375 basis points over an alternative base rate determined by reference of the higher of the federal funds rate plus 50 basis points, the prime rate and 100 basis points over the one month Eurodollar rate. The Eurodollar rate is subject to an interest rate floor of 100 basis points. The applicable margins under the Term Loan are subject to a step down based on a consolidated net leverage ratio, as defined in the agreement.

The Term Loan contains customary covenants, including covenants that restrict the Company’s ability to incur additional debt, create liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates, change the nature of the Company’s business or change the Company’s fiscal year. The terms of the Term Loan generally restrict distributions or the payment of dividends in respect to the Company’s stock subject to certain exceptions such as the amount of 50% of net income (reduced by 100% of net losses) for the period beginning January 1, 2014 and other customary negotiated exceptions. As of January 3, 2015, the Company was in compliance with these covenants.

The Company was required to make a principal payment under the Term Loan equal to $1.6 million on the last business day of June 2014. Commencing with the last business day of September 2014, the Company is required to make principal payments equal to $1.8 million on the last business day of each March, June, September and December. In addition, subject to certain exceptions, the Company is required to repay the Term Loan in certain circumstances, including with 50% (which percentage will be reduced to 25% and 0%, as applicable, subject to attaining certain senior secured net leverage ratios) of its annual excess cash flow, as defined in the Term Loan agreement. For the fiscal year ended January 3, 2015, the Company did not generate excess cash flow, as defined in the Term Loan agreement; therefore, the Company has no requirement to repay the Term Loan. The Term Loan also contains repayments provision related to non-ordinary course asset or property sales when certain conditions are met, and related to the incurrence of debt that is not permitted under the agreement.

Senior Secured Notes

On May 16, 2014, ATDI delivered a Notice of Full Redemption, providing for the redemption of all $250.0 million aggregate principal amount of the 9.75% Senior Secured Notes (“Senior Secured Notes”) on June 16, 2014 (the “Redemption Date”) at a price equal to 104.875% of the principal amount of the Senior Secured Notes redeemed plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (the “Redemption Price”). On June 16, 2014, using proceeds from the Incremental Term Loan, the Senior Secured Notes were redeemed for a Redemption Price of $263.2 million. In connection with the redemption of the Senior Secured Notes, the Company recorded a loss on extinguishment of debt during fiscal 2014 in the amount of $17.2 million which includes approximately $4.9 million related to the write-off of the unamortized original issuance discount and unamortized deferred financing fees associated with the Senior Secured Notes.

Senior Subordinated Notes

See Note 1820 regarding athe recent ~~amendment~~redemption toof the Senior Subordinated ~~Indenture and the issuance of additional Senior Subordinated~~ Notes.

On May 28, 2010, ATDI issued ~~Senior~~$200.0 ~~Subordinated~~million ~~Notes due June 1, 2018 (“Senior Subordinated Notes”)~~ in an aggregate principal amount of ~~$200.0~~its ~~million~~11.50% ~~The~~ Senior Subordinated Notes ~~bear~~due ~~interest~~2018 at(the “Initial aSubordinated ~~fixed rate of 11~~Notes”).~~50% per~~ ~~annum.~~ Interest on the ~~Senior~~Initial Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Subordinated Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price of 104.0% of the principal amount if the redemption date occurs between June 1, 2013 and May 31, 2014, 102.0% of the principal amount if the redemption date occurs between June 1, 2014 and May 31, 2015 and 100.0% of the principal amount if the redemption date occurs between June 1, 2015 and May 31, 2016.

~~The~~In connection with the consummation of the Hercules acquisition, on January 31, 2014, ATDI completed the sale to certain purchasers of an additional $225.0 million in aggregate principal amount of its 11.50% Senior Subordinated Notes ~~are~~due ~~unconditionally~~2018 ~~guaranteed~~(the by“Additional ~~Holdings~~Subordinated Notes” and ~~substantially~~, ~~all~~collectively ofwith ~~ATDI’s~~the ~~existing~~Initial ~~and~~Subordinated ~~future~~Notes, ~~direct~~the “Senior Subordinated Notes”). The Additional Subordinated Notes were issued at a discount from their principal amount at maturity and ~~indirect,~~generated ~~wholly-owned~~net ~~domestic~~proceeds ~~material~~of ~~restricted~~approximately ~~subsidiaries~~$221.1 million. The Additional Subordinated Notes will accrete based on an effective interest rate of 12% to an aggregate accreted value of $225.0 million, ~~other~~the ~~than~~full ~~Tire~~principal ~~Pros~~amount ~~Francorp~~at ~~and~~maturity. ~~TDI~~During the fiscal year ended January 3, ~~subject~~2015, the Company paid $1.2 million in debt issuance cost related to ~~certain~~the ~~exceptions~~Additional Subordinated Notes. The debt issuance costs were capitalized to other assets in the consolidated balance sheet.

The ~~indenture governing the Senior~~ Additional Subordinated Notes ~~contains~~have ~~covenants~~identical ~~that,~~terms ~~among~~to ~~other~~the ~~things,~~Initial ~~limits~~Subordinated ~~ATDI’s~~Notes ~~ability~~except ~~and~~ the ~~ability of~~Additional ~~its~~Subordinated ~~restricted~~Notes ~~subsidiaries~~accrue tointerest ~~incur~~from ~~additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans~~January 31, ~~investments~~2014. ~~or other~~The ~~restricted~~Additional ~~payments;~~Subordinated ~~place~~Notes ~~restrictions~~and on the ~~ability~~Initial ofSubordinated ~~ATDI’s~~Notes ~~subsidiaries~~are totreated ~~pay~~as ~~dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness~~a orsingle ~~incur~~class ~~other~~of ~~contingent~~securities ~~obligations;~~for ~~incur~~all ~~certain~~purposes ~~liens~~under ~~without~~the ~~securing~~indenture. ~~the~~The Senior Subordinated Notes; ~~consolidate,~~will ~~merge~~mature oron ~~sell~~June 1, ~~all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries~~2018.

The Senior Subordinated Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 nor more than 60 days notice at a redemption price of 102.0% of the principal amount if the redemption date occurs between June 1, 2014 and May 31, 2015 and 100.0% of the principal amount if the redemption date occurs between June 1, 2015 and May 31, 2016.

The indenture governing the Senior Subordinated Notes contains covenants that, among other things, limit ATDI’s ability and the ability of its restricted subsidiaries to incur additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on the ability of ATDI’s subsidiaries to pay dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens without securing the Senior Subordinated Notes; consolidate, merge or sell all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries. The terms of the Senior Subordinated Notes generally restrict distributions or the payment of dividends in respect of the Company’s stock subject to certain exceptions such as the amount of 50% of net income (reduced by 100% of net losses) for the period beginning April 4, 2010 and other customary negotiated exceptions. As of January 3, 2015, the Company was in compliance with these covenants.

Capital Lease Obligations

At December 31, 2011, the Company had a capital lease obligation of $14.1 million, which related to the 2002 sale and subsequent leaseback of three of its owned facilities. Due to continuing involvement with the properties, the Company accounted for the transaction as a direct financing lease and recorded the cash received as a financing obligation. The transaction had an initial lease term of 20 years, followed by two 10 year renewal options. No gain or loss was recognized as a result of the initial sales transaction.

On February 1, 2012, the Company reacquired one of the three facilities included in the 2002 sale-leaseback transaction for $1.5 million. Accordingly, the original lease was amended to extend the lease term on the two remaining facilities by 5 years as well as to adjust the future lease payments over the remaining 15 years. Per current accounting guidance, the change in the debt terms was not considered substantial. As a result, the Company treated the amendment as a debt modification for accounting purposes and therefore, reduced the financing obligation by the purchase price. Cash payments to the lessor are allocated between interest expense and amortization of the financing obligation. At the end of the lease term, the Company will recognize the sale of the remaining facilities; however, no gain or loss will be recognized as the financing obligation will equal the expected carrying value of the facilities. At ~~December~~January 283, ~~2013~~2015, the outstanding balance of the financing obligation was $1211.29 million.

10. Derivative Instruments:

In the normal course of business, the Company is exposed to the risk associated with exposure to fluctuations in interest rates on its variable rate debt. These fluctuations can increase the cost of financing, investing and operating the business. The Company has used derivative financial instruments to help manage this risk and reduce the impacts of these exposures and not for trading or other speculative purposes. All derivatives are recognized on the consolidated balance sheet at their fair value as either assets or liabilities. Changes in the fair value of contracts that qualify for hedge accounting treatment are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in net income (loss) in the statement of comprehensive income (loss) at the time earnings are affected by the hedged transaction. For other derivatives, changes in the fair value of the contract are recognized immediately in net income (loss) in the statement of comprehensive income (loss).

On ~~September~~October 417, ~~2013~~2014, the Company entered into ~~a spot interest rate swap and~~ two forward-starting interest rate swaps (collectively the “3Q4Q14 ~~2013~~ Swaps”) each of which are used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The ~~spot~~4Q14 ~~interest~~Swaps ~~rate swap~~ in place ~~covers~~cover aan aggregate notional amount of $~~100~~600.0 million, of which $300.0 million becomes effective in January 2016 at a fixed interest rate of 12.~~145~~29% and will expire in January 2021 and $300.0 million becomes effective in January 2017 at a fixed interest rate of 2.44% and will expire in January 2020. The counterparty to each swap is a major financial institution. The 4Q14 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

65On September 4, 2013, the Company entered into a spot interest rate swap and two forward-starting interest rate swaps (collectively the “3Q 2013 Swaps”) each of which are used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The spot interest rate swap in place covers a notional amount of $100.0 million at a fixed interest rate of 1.145% and expires in September 2016. The forward-starting interest rate swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million was effective in September 2014 at a fixed interest rate of 1.464% and will expire in September 2016 and $50.0 million becomes effective in September 2015 at a fixed interest rate of 1.942% and will expire in September 2016. The counterparty to each swap is a major financial institution. The 3Q 2013 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

and expires in September 2016. The forward-starting interest rate swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million becomes effective in September 2014 at a fixed interest rate of 1.464% and will expire in September 2016 and $50.0 million becomes effective in September 2015 at a fixed interest rate of 1.942% and will expire in September 2016. The counterparty to each swap is a major financial institution. The 3Q 2013 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

On August 1, 2012, the Company entered into two interest rate swap agreements (“3Q 2012 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.00 million, with each $50.0 million contract having a fixed rate of 0.655% and expiring in June 2016. The counterparty to each swap is a major financial institution. The 3Q 2012 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

On75 September 23, 2011, the Company entered into two interest rate swap agreements (“3Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million is at a fixed rate of 0.74% and will expire in September 2014 and $50.0 million is at a fixed rate of 1.0% and will expire in September 2015. The counterpart to each swap is a major financial institution. The 3Q 2011 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

On February 24, 2011, the Company entered into two interest rate swap agreements (“1Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place covered an aggregate notional amount of $75.0 million, of which $25.0 million was at a fixed interest rate of 0.585% and expired in February 2012. The remaining swap covered an aggregate notional amount of $50.0 million at a fixed interest rate of 1.105% and expired in February 2013. The counterparty to each swap was a major financial institution. Neither swap met the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract were recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

The following table presents the fair values of the Company’s derivative instruments included within the consolidated balance sheets as of December 28, 2013 and December 29, 2012:

		Liability Derivatives
In thousands	Balance SheetLocation	December 28,2013		December 29,2012
Derivatives not designated as hedges:
1Q 2011 swap - $50 million notional	Accrued expenses	$	—	$	149
3Q 2011 swaps - $100 million notional	Accrued expenses		792		1,314
3Q 2012 swaps - $100 million notional	Accrued expenses		280		750
3Q 2013 swaps - $200 million notional	Accrued expenses		1,880		—
Total		$	2,952	$	2,213

On September 23, 2011, the Company entered into two interest rate swap agreements (“3Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million was at a fixed rate of 0.74% and expired in September 2014 and $50.0 million is at a fixed rate of 1.0% and will expire in September 2015. The counterparty to each swap is a major financial institution. The 3Q 2011 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the consolidated statement of comprehensive income (loss).

The following table presents the fair values of the Company’s derivative instruments included within the consolidated balance sheets as of January 3, 2015 and December 28, 2013:


			Liability Derivatives
	Balance Sheet		January 3,		December 28,
In thousands	Location		2015		2013
Derivatives not designated as hedges:
3Q 2011 swaps - $100 million notional		Accrued expenses	$	287	$	792
3Q 2012 swaps - $100 million notional		Accrued expenses		220		280
3Q 2013 swaps - $200 million notional		Accrued expenses		1,718		1,880
4Q 2014 swaps - $600 million notional		Accrued expenses		5,635		—

Total			$	7,860	$	2,952

The pre-tax effect of the Company’s derivative instruments on the consolidated statement of comprehensive income (loss) was as follows:

			(Gain) Loss Recognized
					Gain (Loss) Recognized
In thousands	Location of(Gain) LossRecognized		Fiscal YearEndedDecember 28,2013				Fiscal YearEndedDecember 29,2012				Fiscal YearEndedDecember 31,2011
					Fiscal Year				Fiscal Year				Fiscal Year
Derivatives not designated as hedges:
	Location of				Ended				Ended				Ended
1Q 2011 swap - $50 million notional	Interest Expense		$	(149	)		$	(154	)		$	303
	Gain (Loss)				January 3,				December 28,				December 29,
1Q 2011 swap - $25 million notional	Interest Expense			—				(12	)			12
In thousands	Recognized				2015				2013				2012
3Q 2011 swaps - $100 million notional	Interest Expense			(522	)			764				551
Derivatives not designated as hedges:
3Q 2012 swaps - $100 million notional	Interest Expense			(470	)			750				—
1Q 2011 swap - $50 million notional		Interest Expense			$	—			$	149			$	154
3Q 2013 swaps - $200 million notional	Interest Expense			1,880				—				—
1Q 2011 swap - $25 million notional		Interest Expense				—				—				12
Total			$	739			$	1,348			$	866
3Q 2011 swaps - $100 million notional		Interest Expense				505				522				(764	)
3Q 2012 swaps - $100 million notional		Interest Expense				60				470				(750	)
3Q 2013 swaps - $200 million notional		Interest Expense				162				(1,880	)			—
4Q 2014 swaps - $600 million notional		Interest Expense				(5,635	)			—				—
Total					$	(4,908	)		$	(739	)		$	(1,348	)

11. Fair Value of Financial Instruments:

The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is comprised of three levels that are described below:

•

Level 1 — Inputs based on quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

•

Level 3 — Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities, therefore requiring an entity to develop its own assumptions.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table presents the fair value and hierarchy levels for the Company’s assets and liabilities, which are measured at fair value on a recurring basis as of ~~December~~January 283, ~~2013~~2015:

	Fair Value Measurements
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Benefit trust assets	$	3,~~412~~698	$	3,~~412~~698	$	—	$	—
Total	$	3,~~412~~698	$	3,~~412~~698	$	—	$	—
Liabilities:
Derivative instruments	$	2,952	$	—	$	2,952	$	—
Contingent consideration	$	9,704	$	—	$	—	$	9,704
Total	$	2,952	$	—	$	2,952	$	—
Derivative instruments		7,860		—		7,860		—
Total	$	17,564	$	—	$	7,860	$	9,704

67ASC 820 – Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines fair value of its financial assets and liabilities using the following methodologies:

ASC 820 — Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines fair value of its financial assets and liabilities using the following methodologies:

•

Benefit trust assets — These assets include money market and mutual funds that are the underlying for deferred compensation plan assets, held in a rabbi trust. The fair value of the assets is based on observable market prices quoted in readily accessible and observable markets.

•

Contingent consideration — As part of the purchase price allocation of Terry’s Tire and Hercules, the Company recorded $12.5 million and $3.5 million, respectively, in contingent consideration liabilities. The fair value was estimated using a discounted cash flow technique with significant inputs that are not observable, including discount rates and probability-weighted cash flows and represents management’s best estimate of the amounts to be paid. The contingent consideration liabilities included $12.3 million related to the retention of certain key members of management as employees of the Company and $3.7 million related to securing the rights to continue to distribute certain tire brands previously distributed by Terry’s Tire and Hercules. Changes in the fair value of the contingent consideration liabilities subsequent to the acquisition dates, primarily resulting from management’s revision of the assessed probabilities of achieving the defined milestones, are recorded to transaction expenses in the consolidated statements of comprehensive income (loss). During fiscal 2014, the Company revised the assessed probabilities related to the contingent consideration liabilities based on current available information which reduced the fair value of the contingent consideration liabilities by $5.1 million with a corresponding decrease to transaction expenses. The recorded contingent consideration liabilities are included in Accrued Expenses in the accompanying consolidated balance sheet and totaled $9.7 million as of January 3, 2015. The Company expects to pay this entire amount during first quarter 2015.

•

Derivative instruments — These instruments consist of interest rate swaps. The fair value is based upon quoted prices for similar instruments from a financial institution that is counterparty to the transaction.

~~The~~77 fair values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these instruments. The methodologies used by the Company to determine the fair value of its financial assets and liabilities on a recurring basis at December 28, 2013 are the same as those used at December 29, 2012. As a result, there have been no transfers between Level 1 and Level 2 categories.

The fair values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these instruments. The methodologies used by the Company to determine the fair value of its financial assets and liabilities on a recurring basis at January 3, 2015 are the same as those used at December 28, 2013. As a result, there have been no transfers between Level 1 and Level 2 categories.

The following table summarizes the changes in the fair value of the Company’s contingent consideration liabilities measured using significant unobservable inputs (Level 3) for the fiscal year ended January 3, 2015:


	Contingent
In thousands	Consideration
Balance at December 28, 2013	$	—
Contingent consideration liabilities recorded for the Terry’s and Hercules acquisitions		16,000
Changes in the fair value of contingent consideration liabilities		(5,142	)
Payment of contingent consideration liabilities		(1,154	)

Balance at January 3, 2015	$	9,704

12. Employee Benefits:

The Company accounts for stock-based compensation awards in accordance with ASC 718 — Compensation, which ~~requires~~ requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company’s stock-based compensation plans include programs for stock options and restricted stock ~~units~~awards.

Stock Options

In August 2010, the Company’s indirect parent company adopted a Management Equity Incentive Plan (the “2010 Plan”), pursuant to which the indirect parent company will grant options to selected employees and directors of the Company. The 2010 Plan, which includes both time-based and performance-based awards, was amended on ~~February~~April 1528, ~~2013~~2014 by the board of directors of of the Company’s indirect parent, ~~Accelerate~~ATD ~~Parent Corp.~~Corporation, to increase the maximum number of shares of common stock for which stock options may be granted under the 2010 Plan, from 4852.61 million to 5254.14 million. In addition to the increase in the maximum number of shares, on ~~February~~April 1528, ~~2013~~2014, the board of directors of ~~Accelerate~~the ~~Parent~~ATD ~~Corp.~~Corporation approved the issuance of stock options to certain members of management. The approved options are for the purchase of up to 34.5 million shares of common stock, have an exercise price of $1.2050 per share, and vest over a ~~three to five~~two-year vesting period. As of ~~December~~January 283, ~~2013~~2015, the Company has 20.53 million shares available for future incentive awards.

~~Changes~~78 ~~in options outstanding under the 2010 Plan are as follows:~~

	OptionsOutstanding			WeightedAverageExercise Price		OptionsExercisable		WeightedAverageExercise Price
January 1, 2011		44,448,000			1.00		—		—
Granted		1,900,000			1.00		n/a		n/a
Cancelled		(1,749,600	)		1.00		n/a		n/a
December 31, 2011		44,598,400		$	1.00		8,710,401	$	1.00
Granted		2,277,600			1.14		n/a		n/a
Exercised		(38,000	)		1.00		n/a		n/a
Cancelled		(156,400	)		1.00		n/a		n/a
December 29, 2012		46,681,600		$	1.01		17,594,936	$	1.00
Granted		3,500,002			1.20		n/a		n/a
Exercised		—			—		n/a		n/a
Cancelled		(665,099	)		1.01		n/a		n/a
December 28, 2013		49,516,503		$	1.02		27,794,844	$	1.01

Options granted under the 2010 Plan expire no later than 10 years from the date of grant and vest based on the passage of time and/or the achievement of certain performance targets in equal installments over three or five years. The weighted-average remaining contractual term for options outstanding and exercisable at December 28, 2013 was 6.9 years and 6.8 years, respectively. The fair value of each of the Company’s time-based stock option awards is expensed on a straight-line basis over the requisite service period, which is generally the three or five-year vesting period of the options. However, for options granted with performance target

~~requirements,~~Changes ~~compensation~~in expense is recognized when it is probable that both the performance target will be achieved and the requisite service period is satisfied. At December 28, 2013 unrecognized compensation expense related to non-vested options ~~granted~~outstanding under the 2010 Plan ~~totaled~~are ~~$7.6~~as ~~million~~follows: ~~and the weighted-average period over which this expense will be recognized is 1.3 years.~~

The weighted average fair value of the stock options granted during the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 was $0.54, $0.50 and $0.44, respectively, using the Black-Scholes option pricing model. The following weighted average assumptions were used:


				Weighted				Weighted
	Options			Average		Options		Average
	Outstanding			Exercise Price		Exercisable		Exercise Price
December 31, 2011		44,598,400		$	1.00		8,710,401	$	1.00
Granted		2,277,600			1.14		n/a		n/a
Exercised		(38,000	)		1.00		n/a		n/a
Cancelled		(156,400	)		1.00		n/a		n/a

December 29, 2012		46,681,600		$	1.01		17,594,936	$	1.00
Granted		3,500,002			1.20		n/a		n/a
Exercised		—			—		n/a		n/a
Cancelled		(665,099	)		1.01		n/a		n/a

December 28, 2013		49,516,503		$	1.02		27,794,844	$	1.01
Granted		4,528,833			1.50		n/a		n/a

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Filing Compare · American Tire Distributors Holdings, Inc.