Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.008 par value
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NASDAQ Global Select Market
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Securities Registered Pursuant to Section 12(g) of the Act: None
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Class
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Outstanding at January 28, 2012
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Common Stock, $.008 par value
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71,313,650 |
Item no. | Form 10-K Report Page | ||
Forward-Looking Statements | ii | ||
PART I | 1 | ||
1. | Business | 1 | |
1A. | Risk Factors | 7 | |
1B. | Unresolved Staff Comments | 11 | |
2. | Properties | 11 | |
3. | Legal Proceedings | 11 | |
4. | Mine Safety Disclosures | 12 | |
PART II | 13 | ||
5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 13 | |
6. | Selected Financial Data | 16 | |
7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |
7A. | Quantitative and Qualitative Disclosures About Market Risk | 31 | |
8. | Financial Statements and Supplementary Data | 32 | |
9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 53 | |
9A. | Controls and Procedures | 53 | |
9B. | Other Information | 53 | |
PART III | 54 | ||
10. | Directors, Executive Officers and Corporate Governance | 54 | |
11. | Executive Compensation | 54 | |
12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 54 | |
13. | Certain Relationships and Related Transactions, and Director Independence | 54 | |
14. | Principal Accountant Fees and Services | 55 | |
PART IV | 55 | ||
15 | Exhibits, Financial Statement Schedules | 55 | |
·
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Equine, pet and small animal products, including items necessary for their health, care, growth and containment;
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·
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Hardware, truck, towing and tool products;
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·
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Seasonal products, including lawn and garden items, power equipment, gifts and toys;
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·
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Maintenance products for agricultural and rural use; and
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·
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Work/recreational clothing and footwear.
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Percent of Sales
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||||||||
Product Category:
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2011
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2010
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2009
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|||||
Livestock and Pet
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40 | % | 39 | % | 39 | % | ||
Hardware, Tools and Truck
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23 | 23 | 23 | |||||
Seasonal, Gift and Toy Products
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21 | 22 | 22 | |||||
Clothing and Footwear
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10 | 10 | 10 | |||||
Agriculture
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6 | 6 | 6 | |||||
Total
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100 | % | 100 | % | 100 | % |
State
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Number
of Stores
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State
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Number
of Stores
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|||
Texas
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129 |
Wisconsin
|
15 | |||
Ohio
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71 |
Kansas
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13 | |||
Michigan
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65 |
Mississippi
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13 | |||
New York
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65 |
Maine
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12 | |||
Pennsylvania
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62 |
Nebraska
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12 | |||
Tennessee
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62 |
New Hampshire
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12 | |||
North Carolina
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47 |
New Jersey
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11 | |||
Kentucky
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44 |
Massachusetts
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10 | |||
Georgia
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43 |
Maryland
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9 | |||
Indiana
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40 |
Minnesota
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9 | |||
Florida
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38 |
Connecticut
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8 | |||
Virginia
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36 |
Iowa
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8 | |||
Alabama
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31 |
North Dakota
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7 | |||
Oklahoma
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28 |
South Dakota
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6 | |||
South Carolina
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26 |
Vermont
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6 | |||
Louisiana
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24 |
New Mexico
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5 | |||
California
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20 |
Delaware
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3 | |||
Washington
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19 |
Oregon
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3 | |||
West Virginia
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19 |
Hawaii
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2 | |||
Arkansas
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16 |
Montana
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2 | |||
Illinois
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16 |
Idaho
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1 | |||
Missouri
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16 |
Rhode Island
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1 | |||
1,085 |
Item 5
.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Price Range
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|||||||||||
2011
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2010
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||||||||||
High
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Low
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High
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Low
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||||||||
First Quarter
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$ | 57.41 | $ | 45.25 | $ | 30.29 | $ | 24.56 | |||
Second Quarter
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$ | 66.63 | $ | 56.48 | $ | 35.93 | $ | 28.91 | |||
Third Quarter
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$ | 73.09 | $ | 49.02 | $ | 39.14 | $ | 29.55 | |||
Fourth Quarter
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$ | 78.22 | $ | 58.49 | $ | 48.79 | $ | 38.35 |
Period
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Total Number
of Shares
Purchased
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Average
Price Paid
Per Share
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Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
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Maximum Dollar Value of Shares That May Yet Be
Purchased
Under the
Plans or Programs
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|||||||
First Quarter
(a)
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1,028,268 | $ | 52.53 | 1,011,500 | $ | 89,680,789 | |||||
Second Quarter
(a)
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1,146,763 | 60.90 | 1,145,000 | 619,982,416 | (b) | ||||||
Third Quarter
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805,040 | 61.12 | 805,040 | 570,781,909 | |||||||
Fourth Quarter:
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|||||||||||
9/25/11 – 10/22/11
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25,600 | 61.75 | 25,600 | 569,201,632 | |||||||
10/23/11 – 11/19/11
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22,000 | 71.90 | 22,000 | 567,620,397 | |||||||
11/20/11 – 12/31/11
(a)
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68,452 | 71.24 | 66,600 | 562,879,970 | |||||||
116,052 | 69.27 | 114,200 | 562,879,970 | ||||||||
As of December 31, 2011
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3,096,123 | $ | 58.50 | 3,075,740 | $ | 562,879,970 |
(a) The total number of shares purchased and average price paid per share include shares withheld from vested restricted stock units to satisfy employees’ minimum statutory tax withholding requirements. |
(b) On April 28, 2011, the Board authorized a $600 million increase to its existing share repurchase program. |
Date Declared
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Dividend Amount
Per Share
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Stockholders of
Record Date
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Date Paid
|
|||
February 4, 2011
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$ | 0.07 |
February 22, 2011
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March 8, 2011
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April 28, 2011
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$ | 0.12 |
May 16, 2011
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June 1, 2011
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July 28, 2011
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$ | 0.12 |
August 15, 2011
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August 30, 2011
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October 26, 2011
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$ | 0.12 |
November 14, 2011
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November 29, 2011
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Date Declared
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Dividend Amount
Per Share
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Stockholders of
Record Date
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Date Paid
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|||
March 1, 2010
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$ | 0.07 |
March 15, 2010
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March 29, 2010
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May 3, 2010
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$ | 0.07 |
May 17, 2010
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June 2, 2010
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||
July 29, 2010
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$ | 0.07 |
August 16, 2010
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August 31, 2010
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October 28, 2010
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$ | 0.07 |
November 15, 2010
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November 30, 2010
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12/30/06
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12/29/07
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12/27/08
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12/26/09
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12/25/10
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12/31/11
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|||||||||||||||||||
Tractor Supply Company
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$ | 100.00 | $ | 79.09 | $ | 77.21 | $ | 120.85 | $ | 216.51 | $ | 313.80 | ||||||||||||
S&P 500
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$ | 100.00 | $ | 104.24 | $ | 61.54 | $ | 79.42 | $ | 88.61 | $ | 88.67 | ||||||||||||
S&P Retail Index
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$ | 100.00 | $ | 82.15 | $ | 54.36 | $ | 83.64 | $ | 102.53 | $ | 104.81 |
2011
(53 weeks)
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2010
(52 weeks)
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2009
(52 weeks)
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2008
(52 weeks)
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2007
(52 weeks)
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||||||||||||||||
Operating Results:
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||||||||||||||||||||
Net sales
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$ | 4,232,743 | $ | 3,638,336 | $ | 3,206,937 | $ | 3,007,949 | $ | 2,703,212 | ||||||||||
Gross margin
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1,406,872 | 1,203,665 | 1,041,889 | 955,055 | 857,940 | |||||||||||||||
Selling, general and administrative expenses
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973,822 | 867,644 | 784,066 | 715,961 | 641,603 | |||||||||||||||
Depreciation and amortization
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80,347 | 69,797 | 66,258 | 60,731 | 51,064 | |||||||||||||||
Operating income
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352,703 | 266,224 | 191,565 | 178,363 | 165,273 | |||||||||||||||
Interest expense, net
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2,087 | 1,284 | 1,644 | 2,133 | 5,037 | |||||||||||||||
Income before income taxes
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350,616 | 264,940 | 189,921 | 176,230 | 160,236 | |||||||||||||||
Income tax provision
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127,876 | 96,968 | 70,176 | 68,237 | 60,777 | |||||||||||||||
Net income
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$ | 222,740 | $ | 167,972 | $ | 119,745 | $ | 107,993 | $ | 99,459 | ||||||||||
Net income per share – basic
(a)
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$ | 3.10 | $ | 2.31 | $ | 1.66 | $ | 1.47 | $ | 1.27 | ||||||||||
Net income per share – diluted
(a)
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$ | 3.01 | $ | 2.25 | $ | 1.63 | $ | 1.44 | $ | 1.24 | ||||||||||
Weighted average shares – diluted
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73,921 | 74,686 | 73,297 | 74,927 | 80,200 | |||||||||||||||
Dividends declared per common share outstanding
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$ | 0.43 | $ | 0.28 | $ | -- | $ | -- | $ | -- | ||||||||||
Operating Data (percent of net sales):
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||||||||||||||||||||
Gross margin
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33.2 | % | 33.1 | % | 32.5 | % | 31.8 | % | 31.7 | % | ||||||||||
Selling, general and administrative expenses
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23.0 | % | 23.9 | % | 24.4 | % | 23.8 | % | 23.7 | % | ||||||||||
Operating income
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8.3 | % | 7.3 | % | 6.0 | % | 5.9 | % | 6.1 | % | ||||||||||
Net income
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5.3 | % | 4.6 | % | 3.7 | % | 3.6 | % | 3.7 | % | ||||||||||
Store, Sales and Other Data:
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||||||||||||||||||||
Stores open at end of year
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1,085 | 1,001 | 930 | 855 | 764 | |||||||||||||||
Same-store sales increase (decrease)
(b)
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8.2 | % | 7.0 | % | (1.1 | %) | 1.4 | % | 3.4 | % | ||||||||||
Average sales per store (000’s)
(c)
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$ | 4,065 | $ | 3,781 | $ | 3,586 | $ | 3,703 | $ | 3,762 | ||||||||||
Average ticket
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$ | 43.33 | $ | 42.07 | $ | 42.06 | $ | 44.55 | $ | 43.60 | ||||||||||
Average number of daily transactions per store
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255 | 249 | 236 | 230 | 239 | |||||||||||||||
Total team members
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16,400 | 14,700 | 13,300 | 12,800 | 11,600 | |||||||||||||||
Capital expenditures (000’s)
|
$ | 166,156 | $ | 96,511 | $ | 73,974 | $ | 91,759 | $ | 83,986 |
Balance Sheet Data (at end of period) (000’s):
|
||||||||||||||||||||
Working capital
|
$ | 629,624 | $ | 617,153 | $ | 475,847 | $ | 337,225 | $ | 340,405 | ||||||||||
Total assets
|
1,594,832 | 1,463,474 | 1,276,580 | 1,143,301 | 1,083,185 | |||||||||||||||
Long-term debt, less current portion
(d)
|
1,284 | 1,316 | 1,407 | 1,797 | 57,351 | |||||||||||||||
Stockholders’ equity
|
1,008,290 | 933,242 | 779,151 | 651,799 | 580,943 |
(a) Basic net income per share is calculated based on the weighted average number of common shares outstanding applied to net income. Diluted net income per share is calculated using the treasury stock method for stock options and restricted stock units. |
(b) Same-store sales increases (decreases) are calculated on an annual basis, including relocations in 2011, 2010, 2009 and 2008 and excluding relocations in 2007, using all stores open at least one year. |
(c) Average sales per store is calculated based on total sales divided by the weighted average number of stores open in the year. |
(d) Long-term debt includes borrowings under the Company's revolving credit agreement and amounts outstanding under its capital lease obligations, excluding the current portion. |
·
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Equine, pet and small animal products, including items necessary for their health, care, growth and containment;
|
·
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Hardware, truck, towing and tool products;
|
·
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Seasonal products, including lawn and garden items, power equipment, gifts and toys;
|
·
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Maintenance products for agricultural and rural use; and
|
·
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Work/recreational clothing and footwear.
|
Description | Judgments and Uncertainties | Effect if Actual Results Differ From A ssumptions |
Tax Contingencies:
|
||
Our income tax returns are periodically audited by U.S. federal and state tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any time, multiple tax years are subject to audit by the various tax authorities. In evaluating the exposures associated with our various tax filing positions, we record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. A number of years may elapse before a particular matter, for which we have established a reserve, is
audited and fully resolved or clarified. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We adjust our tax contingencies reserve and income tax provision in the period in which actual results of a settlement with tax authorities differs from our established reserve, the statute of limitations expires for the relevant tax authority to examine the tax position or when more information becomes available.
|
Our tax contingencies reserve contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions and whether or not the minimum requirements for recognition of tax benefits have been met.
|
We have not made any material changes in the accounting methodology used to establish our tax contingencies in the financial periods presented.
We do not believe there is a reasonable likelihood that there will be a material change in the reserves established for tax benefits not recognized.
Although management believes that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material.
To the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective income tax rate in the period of resolution.
A 10% change in our unrecognized tax benefit reserve at December 31, 2011 would have affected net income by approximately $460,000 in fiscal 2011.
|
Description | Judgments and Uncertainties | Effect if Actual Results Differ From A ssumptions |
Impairment of Long-Lived Assets:
|
||
Long-lived assets other than goodwill and indefinite-lived intangible assets, which are separately tested for impairment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). The evaluation for long-lived assets is performed at the lowest level of identifiable cash flows, which is generally the individual store level. The significant assumptions used to determine estimated undiscounted cash flows include cash inflows and outflows directly resulting from the use of those assets in operations, including margin on net sales, payroll and related items, occupancy costs, insurance allocations and other costs to operate a
store.
If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset’s estimated fair value, which may be based on an estimated future cash flow model. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining estimated useful life of that
asset.
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Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.
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We have not made any material changes in our impairment loss assessment methodology in the financial periods presented.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. None of these estimates and assumptions are significantly sensitive, and a 10% change in any of these estimates would not have a material impact on our analysis. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material.
|
First
Quarter
(13 weeks)
|
Second
Quarter
(13 weeks)
|
Third
Quarter
(13 weeks)
|
Fourth
Quarter
(14 weeks)
|
Total
|
||||||||||||||||
2011
|
||||||||||||||||||||
Net sales
|
$ | 836,576 | $ | 1,178,363 | $ | 977,776 | $ | 1,240,028 | $ | 4,232,743 | ||||||||||
Gross margin
|
273,606 | 402,497 | 327,603 | 403,166 | 1,406,872 | |||||||||||||||
Operating income
|
28,766 | 144,263 | 68,129 | 111,545 | 352,703 | |||||||||||||||
Net income
|
18,335 | 91,160 | 42,733 | 70,512 | 222,740 | |||||||||||||||
Net income per share:
(1)
|
||||||||||||||||||||
Basic
|
$ | 0.25 | $ | 1.27 | $ | 0.60 | $ | 0.99 | $ | 3.10 | ||||||||||
Diluted
|
$ | 0.24 | $ | 1.23 | $ | 0.58 | $ | 0.96 | $ | 3.01 | ||||||||||
Same-store sales increase
|
10.7 | % | 4.6 | % | 11.5 | % | 7.6 | % | 8.2 | % | ||||||||||
First
Quarter
(13 weeks)
|
Second
Quarter
(13 weeks)
|
Third
Quarter
(13 weeks)
|
Fourth
Quarter
(13 weeks)
|
Total
|
||||||||||||||||
2010
|
||||||||||||||||||||
Net sales
|
$ | 710,917 | $ | 1,065,656 | $ | 829,114 | $ | 1,032,649 | $ | 3,638,336 | ||||||||||
Gross margin
|
230,931 | 360,129 | 275,688 | 336,917 | 1,203,665 | |||||||||||||||
Operating income
|
16,467 | 123,648 | 47,407 | 78,702 | 266,224 | |||||||||||||||
Net income
|
10,582 | 77,318 | 29,863 | 50,209 | 167,972 | |||||||||||||||
Net income per share:
(1)
|
||||||||||||||||||||
Basic
|
$ | 0.15 | $ | 1.06 | $ | 0.41 | $ | 0.69 | $ | 2.31 | ||||||||||
Diluted
|
$ | 0.14 | $ | 1.04 | $ | 0.40 | $ | 0.67 | $ | 2.25 | ||||||||||
Same-store sales increase
|
2.8 | % | 6.1 | % | 5.0 | % | 13.1 | % | 7.0 | % | ||||||||||
(1)
Due to the nature of interim earnings per share calculations, the sum of quarterly earnings per share amounts may not equal the reported earnings per share for the year.
|
Percent of Sales
|
||||||
Product Category:
|
2011
|
2010
|
||||
Livestock and Pet
|
40 | % | 39 | % | ||
Hardware, Tools and Truck
|
23 | 23 | ||||
Seasonal, Gift and Toy Products
|
21 | 22 | ||||
Clothing and Footwear
|
10 | 10 | ||||
Agriculture
|
6 | 6 | ||||
Total
|
100 | % | 100 | % |
Percent of Sales
|
||||||
Product Category:
|
2010
|
2009
|
||||
Livestock and Pet
|
39 | % | 39 | % | ||
Hardware, Tools and Truck
|
23 | 23 | ||||
Seasonal, Gift and Toy Products
|
22 | 22 | ||||
Clothing and Footwear
|
10 | 10 | ||||
Agriculture
|
6 | 6 | ||||
Total
|
100 | % | 100 | % |
2011
|
2010
|
Variance
|
||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$ | 176.9 | $ | 257.3 | $ | (80.4 | ) | |||||
Restricted cash
|
21.9 | -- | 21.9 | |||||||||
Short-term investments
|
-- | 15.9 | (15.9 | ) | ||||||||
Inventories
|
830.8 | 736.5 | 94.3 | |||||||||
Prepaid expenses and other current assets
|
51.7 | 34.0 | 17.7 | |||||||||
Deferred income taxes
|
8.9 | -- | 8.9 | |||||||||
1,090.2 | 1,043.7 | 46.5 | ||||||||||
Current liabilities:
|
||||||||||||
Accounts payable
|
$ | 266.4 | $ | 247.4 | $ | 19.0 | ||||||
Accrued employee compensation
|
48.3 | 34.6 | 13.7 | |||||||||
Other accrued expenses
|
134.0 | 127.4 | 6.6 | |||||||||
Current portion of capital lease obligation
|
-- | 0.1 | (0.1 | ) | ||||||||
Income taxes payable
|
11.9 | 8.3 | 3.6 | |||||||||
Deferred income taxes
|
-- | 8.8 | (8.8 | ) | ||||||||
460.6 | 426.6 | 34.0 | ||||||||||
Working capital
|
$ | 629.6 | $ | 617.1 | $ | 12.5 |
2011
|
2010
|
2009
|
||||||||||
Net cash provided by operating activities
|
$ | 254.1 | $ | 222.6 | $ | 215.3 | ||||||
Net cash used in investing activities
|
(171.3 | ) | (112.1 | ) | (73.8 | ) | ||||||
Net cash used in financing activities
|
(163.2 | ) | (26.0 | ) | (5.6 | ) | ||||||
Net (decrease) increase in cash and cash equivalents
|
$ | (80.4 | ) | $ | 84.5 | $ | 135.9 |
2011
|
2010
|
Variance
|
||||||||||
Net income
|
$ | 222.7 | $ | 168.0 | $ | 54.7 | ||||||
Depreciation and amortization
|
80.3 | 69.8 | 10.5 | |||||||||
Stock compensation expense
|
15.1 | 11.8 | 3.3 | |||||||||
Deferred income taxes
|
1.9 | 2.7 | (0.8 | ) | ||||||||
Inventories and accounts payable
|
(75.3 | ) | (74.3 | ) | (1.0 | ) | ||||||
Prepaid expenses and other current assets
|
(17.8 | ) | (3.2 | ) | (14.6 | ) | ||||||
Accrued expenses
|
20.0 | 38.5 | (18.5 | ) | ||||||||
Income taxes payable
|
3.6 | 1.0 | 2.6 | |||||||||
Other, net
|
3.6 | 8.3 | (4.7 | ) | ||||||||
Net cash provided by operations
|
$ | 254.1 | $ | 222.6 | $ | 31.5 |
2010
|
2009
|
Variance
|
||||||||||
Net income
|
$ | 168.0 | $ | 119.7 | $ | 48.3 | ||||||
Depreciation and amortization
|
69.8 | 66.3 | 3.5 | |||||||||
Stock compensation expense
|
11.8 | 12.1 | (0.3 | ) | ||||||||
Deferred income taxes
|
2.7 | (11.1 | ) | 13.8 | ||||||||
Inventories and accounts payable
|
(74.3 | ) | (29.9 | ) | (44.4 | ) | ||||||
Prepaid expenses and other current assets
|
(3.2 | ) | 11.2 | (14.4 | ) | |||||||
Accrued expenses
|
38.5 | 22.3 | 16.2 | |||||||||
Income taxes payable
|
1.0 | 7.8 | (6.8 | ) | ||||||||
Other, net
|
8.3 | 16.9 | (8.6 | ) | ||||||||
Net cash provided by operations
|
$ | 222.6 | $ | 215.3 | $ | 7.3 |
2011
|
2010
|
2009
|
||||||||||
Distribution center capacity and improvements
|
$ | 56.3 | $ | 22.5 | $ | 4.3 | ||||||
New and relocated stores and stores not yet opened
|
44.9 | 28.6 | 31.7 | |||||||||
Purchase of previously leased and self developed stores
|
32.2 | 11.6 | -- | |||||||||
Existing stores
|
18.7 | 17.6 | 18.4 | |||||||||
Information technology
|
12.3 | 14.9 | 17.6 | |||||||||
Corporate and other
|
1.8 | 1.3 | 2.0 | |||||||||
$ | 166.2 | $ | 96.5 | $ | 74.0 |
Payment Due by Period
|
||||||||||||||
Total
Contractual
Obligations
|
Less than
1 year
|
1-3 years
|
4-5 years
|
More than
5 years
|
||||||||||
Operating leases
|
$ | 1,620,771 | $ | 188,311 | $ | 358,343 | $ | 318,176 | $ | 755,941 | ||||
Capital leases
(1)
|
2,511 | 146 | 292 | 292 | 1,781 | |||||||||
Purchase obligations
(2)
|
9,413 | 9,413 | -- | -- | -- | |||||||||
$ | 1,632,695 | $ | 197,870 | $ | 358,635 | $ | 318,468 | $ | 757,722 | |||||
(1) Capital lease obligations include related interest. |
(2) The amounts for purchase obligations include commitments for construction of stores expected to be opened in fiscal 2012, as well as the purchase of a previously leased store. |
Page | |
Reports of Independent Registered Public Accounting Firm | 33 |
Consolidated Statements of Income for the fiscal years ended December 31, 2011, December 25, 2010 and December 26, 2009 | 35 |
Consolidated Balance Sheets as of December 31, 2011 and December 25, 2010 | 36 |
Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 31, 2011, December 25, 2010 and December 26, 2009 | 37 |
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2011, December 25, 2010 and December 26, 2009 | 38 |
Fiscal Year
|
||||||||||||
2011
(53 weeks)
|
2010
(52 weeks)
|
2009
(52 weeks)
|
||||||||||
Net sales
|
$ | 4,232,743 | $ | 3,638,336 | $ | 3,206,937 | ||||||
Cost of merchandise sold
|
2,825,871 | 2,434,671 | 2,165,048 | |||||||||
Gross margin
|
1,406,872 | 1,203,665 | 1,041,889 | |||||||||
Selling, general and administrative expenses
|
973,822 | 867,644 | 784,066 | |||||||||
Depreciation and amortization
|
80,347 | 69,797 | 66,258 | |||||||||
Operating income
|
352,703 | 266,224 | 191,565 | |||||||||
Interest expense, net
|
2,087 | 1,284 | 1,644 | |||||||||
Income before income taxes
|
350,616 | 264,940 | 189,921 | |||||||||
Income tax expense
|
127,876 | 96,968 | 70,176 | |||||||||
Net income
|
$ | 222,740 | $ | 167,972 | $ | 119,745 | ||||||
Net income per share – basic
|
$ | 3.10 | $ | 2.31 | $ | 1.66 | ||||||
Net income per share – diluted
|
$ | 3.01 | $ | 2.25 | $ | 1.63 | ||||||
Weighted average shares outstanding:
|
||||||||||||
Basic
|
71,777 | 72,597 | 71,981 | |||||||||
Diluted
|
73,921 | 74,686 | 73,297 | |||||||||
Dividends declared per common share outstanding
|
$ | 0.43 | $ | 0.28 | $ | -- | ||||||
December 31,
2011
|
December 25,
2010
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 176,965 | $ | 257,339 | ||||
Restricted cash
|
21,870 | -- | ||||||
Short-term investments
|
-- | 15,913 | ||||||
Inventories
|
830,819 | 736,520 | ||||||
Prepaid expenses and other current assets
|
51,728 | 33,945 | ||||||
Deferred income taxes
|
8,867 | -- | ||||||
Total current assets
|
1,090,249 | 1,043,717 | ||||||
Property and Equipment:
|
||||||||
Land
|
36,962 | 30,350 | ||||||
Buildings and improvements
|
459,703 | 380,228 | ||||||
Furniture, fixtures and equipment
|
312,708 | 256,369 | ||||||
Computer software and hardware
|
107,753 | 94,878 | ||||||
Construction in progress
|
19,309 | 20,961 | ||||||
936,435 | 782,786 | |||||||
Accumulated depreciation and amortization
|
(455,580 | ) | (386,997 | ) | ||||
Property and equipment, net
|
480,855 | 395,789 | ||||||
Goodwill
|
10,258 | 10,258 | ||||||
Deferred income taxes
|
-- | 5,750 | ||||||
Other assets
|
13,470 | 7,960 | ||||||
Total assets
|
$ | 1,594,832 | $ | 1,463,474 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 266,409 | $ | 247,388 | ||||
Accrued employee compensation
|
48,261 | 34,576 | ||||||
Other accrued expenses
|
134,048 | 127,386 | ||||||
Current portion of capital lease obligations
|
33 | 91 | ||||||
Income taxes payable
|
11,874 | 8,269 | ||||||
Deferred income taxes
|
-- | 8,854 | ||||||
Total current liabilities
|
460,625 | 426,564 | ||||||
Capital lease obligations, less current maturities
|
1,284 | 1,316 | ||||||
Deferred income taxes
|
13,827 | -- | ||||||
Deferred rent
|
75,731 | 70,697 | ||||||
Other long-term liabilities
|
35,075 | 31,655 | ||||||
Total liabilities
|
586,542 | 530,232 | ||||||
Stockholders’ equity:
|
||||||||
Preferred Stock,
40,000 shares authorized; $1.00 par value; no shares issued
|
-- | -- | ||||||
Common Stock,
200,000,000 shares authorized at December 31, 2011, 100,000,000 shares authorized at December 25, 2010; $.008 par value; 80,400,855 shares issued and 71,265,469 shares outstanding at December 31, 2011 and 78,835,508 shares issued and 72,775,862 shares outstanding at December 25, 2010
|
643 | 631 | ||||||
Additional paid-in capital
|
298,426 | 235,283 | ||||||
Treasury stock,
at cost, 9,135,386 shares at December 31, 2011 and 6,059,646 shares at December 25, 2010
|
(437,373 | ) | (257,376 | ) | ||||
Retained earnings
|
1,146,594 | 954,704 | ||||||
Total stockholders’ equity
|
1,008,290 | 933,242 | ||||||
Total liabilities and stockholders’ equity
|
$ | 1,594,832 | $ | 1,463,474 |
Common
Stock
|
Additional
Paid-in
Capital
|
Treasury
Stock
|
Retained
Earnings
|
Total
Stockholders’
Equity
|
||||||||||||||||
Stockholders’ equity at December 27, 2008
|
$ | 615 | $ | 167,757 | $ | (203,915 | ) | $ | 687,342 | $ | 651,799 | |||||||||
Issuance of common stock under employee stock purchase plan (101,470 shares)
|
1 | 1,630 | 1,631 | |||||||||||||||||
Exercise of stock options (755,348 shares) and restricted stock units (10,896 shares)
|
6 | 4,342 | 4,348 | |||||||||||||||||
Stock compensation
|
12,130 | 12,130 | ||||||||||||||||||
Tax benefit of stock options exercised
|
4,787 | 4,787 | ||||||||||||||||||
Repurchase of common stock (419,034 shares)
|
(3 | ) | 3 | (15,289 | ) | (15,289 | ) | |||||||||||||
Net income
|
119,745 | 119,745 | ||||||||||||||||||
Stockholders’ equity at December 26, 2009
|
619 | 190,649 | (219,204 | ) | 807,087 | 779,151 | ||||||||||||||
Issuance of common stock under employee stock purchase plan (74,788 shares)
|
1 | 1,739 | 1,740 | |||||||||||||||||
Exercise of stock options (1,550,077 shares) and restricted stock units (90,203 shares)
|
13 | 22,125 | 22,138 | |||||||||||||||||
Stock compensation
|
11,771 | 11,771 | ||||||||||||||||||
Tax benefit of stock options exercised
|
9,780 | 9,780 | ||||||||||||||||||
Restricted stock units withheld for taxes
|
(783 | ) | (783 | ) | ||||||||||||||||
Repurchase of common stock (826,311 shares)
|
(2 | ) | 2 | (38,172 | ) | (38,172 | ) | |||||||||||||
Dividends paid
|
(20,355 | ) | (20,355 | ) | ||||||||||||||||
Net income
|
167,972 | 167,972 | ||||||||||||||||||
Stockholders’ equity at December 25, 2010
|
631 | 235,283 | (257,376 | ) | 954,704 | 933,242 | ||||||||||||||
Issuance of common stock under employee stock purchase plan (53,333 shares)
|
2,337 | 2,337 | ||||||||||||||||||
Exercise of stock options (1,444,007 shares) and restricted stock units (68,007 shares)
|
12 | 29,111 | 29,123 | |||||||||||||||||
Stock compensation
|
15,041 | 15,041 | ||||||||||||||||||
Tax benefit of stock options exercised
|
17,769 | 17,769 | ||||||||||||||||||
Restricted stock units withheld for taxes
|
(1,115 | ) | (1,115 | ) | ||||||||||||||||
Repurchase of common stock (3,075,740 shares)
|
(179,997 | ) | (179,997 | ) | ||||||||||||||||
Dividends paid
|
(30,850 | ) | (30,850 | ) | ||||||||||||||||
Net income
|
222,740 | 222,740 | ||||||||||||||||||
Stockholders’ equity at December 31, 2011
|
$ | 643 | $ | 298,426 | $ | (437,373 | ) | $ | 1,146,594 | $ | 1,008,290 |
Fiscal Year
|
||||||||||||
2011
(53 weeks)
|
2010
(52 weeks)
|
2009
(52 weeks)
|
||||||||||
Cash flows from operating activities
:
|
||||||||||||
Net income
|
$ | 222,740 | $ | 167,972 | $ | 119,745 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
80,347 | 69,797 | 66,258 | |||||||||
Loss on disposition of property and equipment
|
955 | 1,062 | 213 | |||||||||
Stock compensation expense
|
15,041 | 11,771 | 12,130 | |||||||||
Deferred income taxes
|
1,856 | 2,690 | (11,139 | ) | ||||||||
Change in assets and liabilities:
|
||||||||||||
Inventories
|
(94,299 | ) | (60,054 | ) | (4,745 | ) | ||||||
Prepaid expenses and other current assets
|
(17,783 | ) | (3,201 | ) | 11,164 | |||||||
Accounts payable
|
19,021 | (14,247 | ) | (25,193 | ) | |||||||
Accrued employee compensation
|
13,685 | 11,851 | 12,476 | |||||||||
Other accrued expenses
|
6,312 | 26,691 | 9,838 | |||||||||
Income taxes payable
|
3,605 | 1,004 | 7,801 | |||||||||
Other
|
2,664 | 7,272 | 16,769 | |||||||||
Net cash provided by operating activities
|
254,144 | 222,608 | 215,317 | |||||||||
Cash flows from investing activities
:
|
||||||||||||
Capital expenditures
|
(166,156 | ) | (96,511 | ) | (73,974 | ) | ||||||
Proceeds from sale of property and equipment
|
752 | 313 | 97 | |||||||||
Restricted cash deposits
|
(21,870 | ) | -- | -- | ||||||||
Purchases of short-term investments
|
-- | (15,913 | ) | -- | ||||||||
Proceeds from sale of short-term investments
|
15,913 | -- | -- | |||||||||
Net cash used in investing activities
|
(171,361 | ) | (112,111 | ) | (73,877 | ) | ||||||
Cash flows from financing activities
:
|
||||||||||||
Borrowings under revolving credit agreement
|
-- | -- | 274,033 | |||||||||
Repayments under revolving credit agreement
|
-- | -- | (274,033 | ) | ||||||||
Excess tax benefit of stock options exercised
|
17,435 | 9,815 | 4,280 | |||||||||
Principal payments under capital lease obligations
|
(90 | ) | (392 | ) | (548 | ) | ||||||
Restricted stock units withheld to satisfy tax obligations
|
(1,115 | ) | (783 | ) | -- | |||||||
Repurchase of common stock
|
(179,997 | ) | (38,172 | ) | (15,289 | ) | ||||||
Net proceeds from issuance of common stock
|
31,460 | 23,878 | 5,979 | |||||||||
Cash dividends paid to stockholders
|
(30,850 | ) | (20,355 | ) | -- | |||||||
Net cash used in financing activities
|
(163,157 | ) | (26,009 | ) | (5,578 | ) | ||||||
Net (decrease) increase in cash and cash equivalents
|
(80,374 | ) | 84,488 | 135,862 | ||||||||
Cash and cash equivalents at beginning of year
|
257,339 | 172,851 | 36,989 | |||||||||
Cash and cash equivalents at end of year
|
$ | 176,965 | $ | 257,339 | $ | 172,851 | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$ | 614 | $ | 305 | $ | 838 | ||||||
Income taxes
|
103,630 | 82,821 | 66,888 | |||||||||
Accruals for construction in progress
|
(350 | ) | -- | -- |
Life
|
|
Buildings
|
30 – 35 years
|
Leasehold and building improvements
|
5 – 35 years
|
Furniture, fixtures and equipment
|
5 – 10 years
|
Computer software and hardware
|
3 – 5 years
|
Fiscal Year
|
||||||||
2011
|
2010
|
2009
|
||||||
Expected price volatility
|
38.0 – 38.7 | % | 38.5 – 38.9 | % | 39.3 – 54.0 | % | ||
Risk-free interest rate
|
0.9 – 2.4 | % | 1.0 – 2.7 | % | 0.6 – 2.5 | % | ||
Weighted average expected lives (in years)
|
4.7 – 5.6 | 4.8 – 5.8 | 4.7 – 5.6 | |||||
Forfeiture rate
|
5.5 – 7.6 | % | 5.4 – 7.7 | % | 1.4 – 8.0 | % | ||
Dividend yield
|
0.8 – 1.0 | % | 0.0 – 1.0 | % | 0.0 | % |
Expected Price Volatility — This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. We use actual historical changes in the market value of the stock to calculate expected price volatility because we believe that this is the best indicator of future volatility. We calculate daily market value changes from the date of grant over a past period generally representative of the expected life of the options to determine volatility. An increase in the expected volatility will increase compensation expense. |
Risk-Free Interest Rate — This is the U.S. Treasury Constant Maturity rate over a term equal to the expected life of the option. An increase in the risk-free interest rate will increase compensation expense. |
Weighted Average Expected Lives — This is the period of time over which the options granted are expected to remain outstanding and is based on historical experience. Options granted generally have a maximum term of ten years. An increase in the expected life will increase compensation expense. |
Forfeiture Rate — This is the estimated percentage of options granted that are expected to be forfeited or cancelled before becoming fully vested. This estimate is based on historical experience. An increase in the forfeiture rate will decrease compensation expense |
Dividend Yield — This is the estimated dividend yield for the weighted average expected life of the option granted. An increase in the dividend yield will decrease compensation expense |
Options
|
Weighted
Average Exercise
Price
|
Weighted Average Fair
Value
|
Weighted Average
Remaining
Contractual Term
|
Aggregate Intrinsic Value
(
in thousands)
|
||||||||
Outstanding December 27, 2008
|
5,108,014 | $ | 17.07 | 6.2 | $ | 19,296 | ||||||
Granted
|
1,126,132 | 17.28 | $ | 6.48 | ||||||||
Exercised
|
(755,348 | ) | 5.83 | |||||||||
Canceled
|
(177,954 | ) | 23.01 | |||||||||
Outstanding December 26, 2009
|
5,300,844 | $ | 18.53 | 6.4 | $ | 47,413 | ||||||
Granted
|
908,728 | 26.70 | $ | 10.32 | ||||||||
Exercised
|
(1,550,077 | ) | 14.28 | |||||||||
Canceled
|
(144,638 | ) | 21.82 | |||||||||
Outstanding December 25, 2010
|
4,514,857 | $ | 21.52 | 6.7 | $ | 121,350 | ||||||
Granted
|
546,655 | 52.18 | $ | 17.73 | ||||||||
Exercised
|
(1,444,007 | ) | 20.17 | |||||||||
Canceled
|
(65,630 | ) | 33.29 | |||||||||
Outstanding December 31, 2011
|
3,551,875 | $ | 26.57 | 6.5 | $ | 154,782 | ||||||
Exercisable at December 31, 2011
|
2,144,139 | $ | 21.70 | 5.4 | $ | 103,886 |
2011
|
2010
|
2009
|
||||||||||
Total fair value of stock options vested
|
$ | 7,590 | $ | 8,417 | $ | 10,225 | ||||||
Total intrinsic value of stock options exercised
|
$ | 59,712 | $ | 31,388 | $ | 12,742 |
Restricted Stock Units
|
Shares
|
Weighted Average Grant Date
Fair Value
|
||||||
Restricted at December 27, 2008
|
277,406 | $ | 20.83 | |||||
Granted
|
308,102 | 17.50 | ||||||
Exercised
|
(10,896 | ) | 19.03 | |||||
Forfeited
|
(15,828 | ) | 20.37 | |||||
Restricted at December 26, 2009
|
558,784 | $ | 19.04 | |||||
Granted
|
148,862 | 27.37 | ||||||
Exercised
|
(119,184 | ) | 22.10 | |||||
Forfeited
|
(38,284 | ) | 19.28 | |||||
Restricted at December 26, 2010
|
550,178 | $ | 20.61 | |||||
Granted
|
63,484 | 53.23 | ||||||
Exercised
|
(88,390 | ) | 20.82 | |||||
Forfeited
|
-- | -- | ||||||
Restricted at December 31, 2011
|
525,272 | $ | 24.52 |
2011
|
2010
|
2009
|
||||||||||
Total grant date fair value of restricted units vested and issued
|
$ | 1,840 | $ | 2,634 | $ | 207 | ||||||
Total intrinsic value of restricted units vested and issued
|
$ | 4,915 | $ | 3,329 | $ | 180 |
Capital
Leases
|
Operating
Leases
|
|||||||
2012
|
$ | 146 | $ | 188,311 | ||||
2013
|
146 | 183,592 | ||||||
2014
|
146 | 174,751 | ||||||
2015
|
146 | 164,798 | ||||||
2016
|
146 | 153,378 | ||||||
Thereafter
|
1,781 | 755,941 | ||||||
Total minimum lease payments
|
2,511 | $ | 1,620,771 | |||||
Amount representing interest
|
(1,194 | ) | ||||||
Present value of minimum lease payments
|
1,317 | |||||||
Less: current portion
|
(33 | ) | ||||||
Long-term capital lease obligations
|
$ | 1,284 |
2011
|
2010
|
|||||||
Building and improvements
|
$ | 1,581 | $ | 1,581 | ||||
Computer software and hardware
|
1,510 | 2,363 | ||||||
Less: accumulated depreciation and amortization
|
(2,187 | ) | (2,915 | ) | ||||
$ | 904 | $ | 1,029 |
2011
|
||||||||||||
Net
Income
|
Shares
|
Per Share
Amount
|
||||||||||
Basic net income per share:
|
||||||||||||
Net income
|
$ | 222,740 | 71,777 | $ | 3.10 | |||||||
Diluted net income per share:
|
||||||||||||
Dilutive stock options and restricted stock units outstanding
|
-- | 2,144 | (0.09 | ) | ||||||||
Net income
|
$ | 222,740 | 73,921 | $ | 3.01 |
2010
|
||||||||||||
Net
Income
|
Shares
|
Per Share
Amount
|
||||||||||
Basic net income per share:
|
||||||||||||
Net income
|
$ | 167,972 | 72,597 | $ | 2.31 | |||||||
Diluted net income per share:
|
||||||||||||
Dilutive stock options and restricted stock units outstanding
|
-- | 2,089 | (0.06 | ) | ||||||||
Net income
|
$ | 167,972 | 74,686 | $ | 2.25 |
2009
|
||||||||||||
Net
Income
|
Shares
|
Per Share
Amount
|
||||||||||
Basic net income per share:
|
||||||||||||
Net income
|
$ | 119,745 | 71,981 | $ | 1.66 | |||||||
Diluted net income per share:
|
||||||||||||
Dilutive stock options and restricted stock units outstanding
|
-- | 1,316 | (0.03 | ) | ||||||||
Net income
|
$ | 119,745 | 73,297 | $ | 1.63 |
2011
|
2010
|
2009
|
||||||||||
Current tax expense:
|
||||||||||||
Federal
|
$ | 112,142 | $ | 85,854 | $ | 72,398 | ||||||
State
|
13,878 | 7,444 | 9,427 | |||||||||
Total current
|
126,020 | 93,298 | 81,825 | |||||||||
Deferred tax expense (benefit):
|
||||||||||||
Federal
|
3,220 | 2,116 | (9,425 | ) | ||||||||
State
|
(1,364 | ) | 1,554 | (2,224 | ) | |||||||
Total deferred
|
1,856 | 3,670 | (11,649 | ) | ||||||||
Total provision
|
$ | 127,876 | $ | 96,968 | $ | 70,176 |
2011
|
2010
|
|||||||
Current tax assets:
|
||||||||
Inventory valuation
|
$ | 10,171 | $ | 8,738 | ||||
Accrued employee benefit costs
|
24,807 | 21,209 | ||||||
Accrued sales taxes
|
4,221 | 2,687 | ||||||
Other
|
9,251 | 5,972 | ||||||
48,450 | 38,606 | |||||||
Current tax liabilities:
|
||||||||
Inventory basis difference
|
(37,730 | ) | (45,952 | ) | ||||
Other
|
(1,853 | ) | (1,508 | ) | ||||
(39,583 | ) | (47,460 | ) | |||||
Net current tax asset (liability)
|
$ | 8,867 | $ | (8,854 | ) | |||
Non-current tax assets:
|
||||||||
Capital lease obligation basis difference
|
$ | 1,010 | $ | 1,018 | ||||
Rent expenses in excess of cash payments required
|
23,584 | 21,066 | ||||||
Deferred compensation
|
15,555 | 13,870 | ||||||
Other
|
3,620 | 3,858 | ||||||
Valuation allowance
|
(1,637 | ) | (1,925 | ) | ||||
42,132 | 37,887 | |||||||
Non-current tax liabilities:
|
||||||||
Depreciation
|
(54,047 | ) | (30,696 | ) | ||||
Capital lease assets basis difference
|
(531 | ) | (551 | ) | ||||
Other
|
(1,381 | ) | (890 | ) | ||||
(55,959 | ) | (32,137 | ) | |||||
Net non-current tax (liability) asset
|
$ | (13,827 | ) | $ | 5,750 | |||
Net deferred tax liabilities
|
$ | (4,960 | ) | $ | (3,104 | ) |
2011
|
2010
|
2009
|
||||||||||
Tax provision at statutory rate
|
$ | 122,715 | $ | 92,729 | $ | 66,473 | ||||||
Tax effect of:
|
||||||||||||
State income taxes, net of federal tax benefits
|
8,134 | 5,848 | 4,682 | |||||||||
Permanent differences
|
(2,973 | ) | (1,609 | ) | (979 | ) | ||||||
$ | 127,876 | $ | 96,968 | $ | 70,176 |
2011
|
2010
|
2009
|
||||||||||
Balance at beginning of year
|
$ | 4,801 | $ | 4,084 | $ | 3,249 | ||||||
Additions based on tax positions related to the current year
|
1,611 | 1,453 | 1,293 | |||||||||
Additions for tax positions of prior years
|
-- | -- | 437 | |||||||||
Reductions for tax positions of prior years
|
(638 | ) | (736 | ) | (688 | ) | ||||||
Reductions due to audit results
|
-- | -- | (207 | ) | ||||||||
Balance at end of year
|
$ | 5,774 | $ | 4,801 | $ | 4,084 |
Percent of Sales
|
||||||||
Product Category:
|
2011
|
2010
|
2009
|
|||||
Livestock and Pet
|
40 | % | 39 | % | 39 | % | ||
Hardware, Tools and Truck
|
23 | 23 | 23 | |||||
Seasonal, Gift and Toy Products
|
21 | 22 | 22 | |||||
Clothing and Footwear
|
10 | 10 | 10 | |||||
Agriculture
|
6 | 6 | 6 | |||||
Total
|
100 | % | 100 | % | 100 | % |
Plan Category
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants, and Rights
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available
for Future Issuance
|
||||||
Equity compensation plans approved by security holders
:
|
|||||||||
Stock Incentive Plan
(1)
|
4,077,147 | $ | 23.15 | 4,587,083 | |||||
Employee Stock Purchase Plan
(2)
|
-- | -- | 6,246,519 | ||||||
Equity compensation plans not
approved by security holders
:
|
-- | -- | -- | ||||||
Total
|
4,077,147 | $ | 23.15 | 10,833,602 | |||||
__________ |
(1) The 2006 Stock Incentive Plan was superseded in May 2009 by the 2009 Stock Incentive Plan. The 2000 Stock Incentive Plan was superseded in May 2006. The 1994 Stock Option Plan expired in February 2004. |
(2) Represents shares available as of December 31, 2011. |
(a) (1)
|
Financial Statements
|
TRACTOR SUPPLY COMPANY
|
||
Date: February 29, 2012
|
By:
|
/s/ Anthony F. Crudele
Executive Vice President – Chief Financial Officer and Treasurer
|
Signature
|
Title
|
Date
|
/s/ Anthony F. Crudele
Anthony F. Crudele
|
Executive Vice President –
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
February 29, 2012
|
/s/ James F. Wright
James F. Wright
|
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
|
February 29, 2012
|
/s/ Johnston C. Adams
Johnston C. Adams
|
Director
|
February 29, 2012
|
/s/ William Bass
William Bass
|
Director
|
February 29, 2012
|
/s/ Peter Bewley
Peter Bewley
|
Director
|
February 29, 2012
|
/
s/ Jack C. Bingleman
Jack C. Bingleman
|
Director
|
February 29, 2012
|
/s/ Richard W. Frost
Richard W. Frost
|
Director
|
February 29, 2012
|
/
s/ Cynthia T. Jamison
Cynthia T. Jamison
|
Director
|
February 29, 2012
|
/s/ George MacKenzie
George MacKenzie
|
Director
|
February 29, 2012
|
/s/ Edna K. Morris
Edna K. Morris
|
Director
|
February 29, 2012
|
3.1* |
Restated Certificate of Incorporation, as amended, of the Company (amended and restated for SEC filing purposes).
|
||
3.2 |
Second Amended and Restated By-laws (filed as Exhibit 3(ii) to Registrant’s Current Report on Form 8-K, filed with the Commission on February 11, 2009, Commission File No. 000-23314, and incorporated herein by reference).
|
||
4.1 |
Form of Specimen Certificate representing the Company's Common Stock, par value $.008 per share (filed as Exhibit 4.2 to Amendment No. 1 to Registrant's Registration Statement on Form S-1, Registration No. 33-73028, filed with the Commission on January 31, 1994, and incorporated herein by reference).
|
||
10.1 |
Tractor Supply Company 1994 Stock Option Plan (filed as Exhibit 10.28 to Registrant’s Registration Statement on Form S-1, Registration No. 33-73028, filed with the Commission on December 17, 1993, and incorporated herein by reference).+
|
||
10.2 |
Amendment to the Tractor Supply Company 1994 Stock Option Plan (filed as Exhibit 10.25 to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-23314, filed with the Commission on August 8, 1997, and incorporated herein by reference).+
|
||
10.3 |
Second Amendment to the Tractor Supply Company 1994 Stock Option Plan (filed as Exhibit 10.44 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 24, 2000, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.4 |
Third Amendment to the Tractor Supply Company 1994 Stock Option Plan, effective February 8, 2007 (filed as Exhibit 10.36 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 28, 2007, Commission File No. 000-23314, and incorporated herein by reference.)+
|
||
10.5 |
Certificate of Insurance relating to the Medical Expense Reimbursement Plan of the Company (filed as Exhibit 10.33 to Registrant’s Registration Statement on Form S-1, Registration No. 33-73028, filed with the Commission on December 17, 1993, and incorporated herein by reference).
|
||
10.6 |
Summary Plan Description of the Executive Life Insurance Plan of the Company (filed as Exhibit 10.34 to Registrant’s Registration Statement on Form S-1, Registration No. 33-73028, filed with the Commission on December 17, 1993, and incorporated herein by reference).+
|
||
10.7 |
Tractor Supply Company 1996 Associate Stock Purchase Plan (filed as Exhibit 4.4 to Registrant’s Registration Statement on Form S-8, Registration No. 333-10699, filed with the Commission on August 23, 1996, and incorporated herein by reference).+
|
||
10.8 |
Tractor Supply Company Restated 401(k) Retirement Plan (filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-3, Registration No. 333-35317, filed with the Commission on September 10, 1997, and incorporated herein by reference).+
|
||
10.9 |
First Amendment, dated December 22, 2003 to the Tractor Supply Company 401(k) Retirement Savings Plan (filed as Exhibit 10.53 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 8, 2004, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.10 |
Second Amendment to Tractor Supply Company Restated 401(k) Retirement Plan (filed as Exhibit 10.57 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 23, 2001, Commission File No. 000-23314, and incorporated herein by reference).+
|
10.11 |
Trust Agreement (filed as Exhibit 4.2 to Registrant’s Registration Statement on Form S-3, Registration No. 333-35317, filed with the Commission on September 10, 1997, and incorporated herein by reference).
|
||
10.12 |
Tractor Supply Company 2000 Stock Incentive Plan (filed as Exhibit 4.5 to Registrant's Registration Statement on Form S-8, Registration No. 333-102768, filed with the Commission on January 28, 2003 and incorporated herein by reference).+
|
||
10.13 |
First Amendment to the Tractor Supply Company 2000 Stock Incentive Plan, effective February 8, 2007 (filed as Exhibit 10.37 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 28, 2007, Commission File No. 000-23314, and incorporated herein by reference.) +
|
||
10.14 |
First Amendment to Lease Agreement, dated as of December 18, 2000, between Tractor Supply Company and GOF Partners (filed as Exhibit 10.56 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 23, 2001, Commission File No. 000-23314, and incorporated herein by reference).
|
||
10.15 |
Transportation Management Services Agreement between UPS Logistics Group, Inc. and Tractor Supply Company dated May 10, 2001 (filed as Exhibit 10.58 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 2001 Commission File No. 000-23314, and incorporated herein by reference).
|
||
10.16 |
Tractor Supply Company Executive Deferred Compensation Plan, dated November 11, 2001 (filed as Exhibit 10.58 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 13, 2002, Commission File No. 000-23314, and incorporated herein by reference).
|
||
10.17 |
Lease Agreement dated January 22, 2004 between Tractor Supply Company and The Prudential Insurance Company of America (filed as Exhibit 10.54 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 8, 2004, Commission File No. 000-23314, and incorporated herein by reference).
|
||
10.18 |
Tractor Supply Co. 2004 Cash Incentive Plan, effective April 15, 2004 (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, 2004, Commission File No. 000-23314, and incorporated herein by reference).
|
||
10.19 |
Amended and Restated Employment Agreement between Tractor Supply Company and James F. Wright dated December 21, 2010 (filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed with the Commission on December 22, 2010, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.20 |
Chairman of the Board Bonus Plan (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on April 25, 2005, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.21 |
Form of Incentive Stock Option Agreement under the 2000 Stock Incentive Plan (filed as Exhibit 10.46 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 10, 2005, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.22 |
Form of Incentive Stock Option Agreement under the 2000 Stock Incentive Plan (filed as Exhibit 10.44 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 16, 2006, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.23 |
Form of Incentive Stock Option Agreement under the 2006 Stock Incentive Plan (filed as Exhibit 10.39 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 28, 2007, Commission File No. 000-23314, and incorporated herein by reference).+
|
10.24 |
Form of Incentive Stock Option Agreement under the 2006 Stock Incentive Plan (filed as Exhibit 10.45 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 27, 2008, Commission File No. 000-23314, incorporated herein by reference).+
|
||
10.25 |
Tractor Supply Company 2006 Stock Incentive Plan (filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Commission on April 27, 2006, Commission File No. 000-23314 and incorporated herein by reference).+
|
||
10.26 |
Second Amendment to the Tractor Supply Company 2006 Stock Incentive Plan, effective February 8, 2007 (filed as Exhibit 10.38 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 28, 2007, Commission File No. 000-23314, and incorporated herein by reference.)+
|
||
10.27 |
Form of Incentive Stock Option Agreement under the 2006 Stock Incentive Plan (filed as Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 25, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.28 |
Form of Change in Control Agreement for each of Anthony F. Crudele; Gregory A. Sandfort; and Kimberly D. Vella (filed as Exhibit 10.42 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.29 |
Amended and Restated Change in Control Agreement for James F. Wright (filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on December 22, 2010, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.30 |
Form of Incentive Stock Option Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.44 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.31 |
Form of Restricted Share Unit Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.45 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.32 |
Form of Nonqualified Stock Option Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.46 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.33 |
Form of Director Restricted Stock Unit Award Agreement (filed as Exhibit 10.48 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 2, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.34 |
Form of Restricted Share Unit Agreement for Officers (filed as Exhibit 10.49 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 2, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.35 |
Form of Deferred Stock Unit Award Agreement for Directors (filed as Exhibit 10.50 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 2, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.36 |
Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 99.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on April 14, 2009, Commission File No. 000-23314, and incorporated herein by reference).+
|
10.37 |
Compensation Recoupment Policy (filed as Exhibit 10.42 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 3, 2011, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.38 |
Transition Agreement, dated as of July 29, 2011, by and between Tractor Supply Company and Stanley L. Ruta (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on August 1, 2011, Commission File No. 000-23314, and incorporated herein by reference).+
|
||
10.39 |
Credit Agreement, dated as of October 24, 2011, by and among Tractor Supply Company, as Borrower, certain subsidiaries of the Company, certain lenders and Bank of America, N.A., as Administrative Agent for the lenders (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 28, 2011, Commission File No. 000-23314, and incorporated herein by reference).
|
||
21* |
List of subsidiaries.
|
||
23* |
Consent of Ernst & Young LLP.
|
||
31.1* |
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
31.2* |
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
32* |
Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101* |
The following financial information from our Annual Report on Form 10-K for fiscal 2011, filed with the SEC on February 29, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at December 31, 2011 and December 25, 2010, (ii) the consolidated statements of income for years ended December 31, 2011, December 25, 2010, and December 26, 2009, (iii) the consolidated statements of cash flows for years ended December 31, 2011, December 25, 2010, and December 26, 2009, (iv) the consolidated statements of stockholders' equity for the years ended December 31, 2011, December 25, 2010, and December 26,
2009, and (v) the Notes to Consolidated Financial Statements.
(1)
|
|
(1)
|
The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
Period
|
Rate
|
|
Date of Issue -
April 30, 1999
|
8%
|
|
May 1, 1999 -
April 30, 2000
|
10%
|
|
May 1, 2000 -
April 30, 2001
|
11%
|
|
May 1, 2001 -
April 30, 2002
|
12%
|
|
Thereafter
|
13%
|
Subsidiaries
|
Jurisdiction of Organization
|
|
Tractor Supply Co. of Michigan, LLC
|
Michigan
|
|
Tractor Supply Co. of Texas, LP
|
Texas
|
|
Dels Farm Supply, LLC
|
Delaware
|
|
TSC Purchasing LLC
|
Delaware
|
|
TSC Franklin DC, LLC
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Tractor Supply Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: | February 29, 2012 | /s/ James F. Wright |
James F. Wright | ||
Chairman of the Board and Chief Executive Officer |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: | February 29, 2012 | /s/ Anthony F. Crudele |
Anthony F. Crudele | ||
Executive Vice President - Chief Financial Officer and Treasurer | ||
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|