ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3139732
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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5401 Virginia Way, Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
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(615) 440-4000
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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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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
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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 24, 2015
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Common Stock, $.008 par value
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136,194,193
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Item no.
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Form 10-K Report Page
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Item 1.
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Business
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•
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a thorough on-boarding process to prepare new team members for their new role;
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•
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new store opening training that prepares new store managers to open stores to Company standards;
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•
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a management training program which covers all aspects of our store operations, delivering superior service and managing the team member experience;
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•
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structured training on customer service and selling skills;
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•
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on-line product knowledge training produced in conjunction with key vendors;
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•
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leadership development programs that prepare leaders to expand their current contributions; and
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•
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store manager meetings with vendor product presentations.
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•
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Equine, livestock, 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 heating, lawn and garden items, power equipment, gifts and toys;
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•
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Work/recreational clothing and footwear; and
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•
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Maintenance products for agricultural and rural use.
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Percent of Sales
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|||||||
Product Category:
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2014
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2013
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2012
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Livestock and Pet
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44
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%
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43
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%
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42
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%
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Hardware, Tools, Truck and Towing
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22
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23
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23
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Seasonal, Gift and Toy Products
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20
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20
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20
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Clothing and Footwear
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9
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9
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9
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Agriculture
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5
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5
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6
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Total
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100
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%
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100
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%
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100
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%
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Name
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Position
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Age
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Gregory A. Sandfort
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President and Chief Executive Officer and Director
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59
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Anthony F. Crudele
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Executive Vice President – Chief Financial Officer and Treasurer
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58
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Steve K. Barbarick
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Executive Vice President – Merchandising and Marketing
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47
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Lee J. Downing
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Executive Vice President – Operations and Real Estate
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43
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Benjamin F. Parrish, Jr.
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Senior Vice President – General Counsel and Corporate Secretary
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58
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Chad M. Frazell
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Senior Vice President – Human Resources
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42
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Robert D. Mills
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Senior Vice President – Chief Information Officer
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42
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Item 1A
.
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Risk Factors
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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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145
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New Hampshire
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17
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Ohio
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85
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New Mexico
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17
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Michigan
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77
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Illinois
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16
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Pennsylvania
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74
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Massachusetts
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16
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New York
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73
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Wisconsin
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16
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Tennessee
(a)
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71
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Kansas
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15
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North Carolina
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66
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Colorado
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14
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Georgia
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54
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Nebraska
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12
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Florida
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51
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New Jersey
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12
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Virginia
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48
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Connecticut
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11
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Kentucky
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47
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North Dakota
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11
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Alabama
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45
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Minnesota
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10
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Indiana
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45
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Iowa
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7
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California
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36
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Vermont
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7
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Oklahoma
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33
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South Dakota
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6
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South Carolina
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32
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Delaware
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4
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Louisiana
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28
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Montana
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3
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Mississippi
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25
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Wyoming
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3
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West Virginia
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24
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Hawaii
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2
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Arizona
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22
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Nevada
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2
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Arkansas
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21
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Oregon
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2
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Maine
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19
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Rhode Island
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2
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Maryland
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18
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Idaho
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1
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Missouri
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18
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Utah
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1
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Washington
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18
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1,382
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Distribution Center Location
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Approximate Square Footage
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Owned/Leased Facility
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Franklin, Kentucky
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833,000
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Owned
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Pendleton, Indiana
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764,000
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Owned
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Macon, Georgia
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684,000
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Owned
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Waco, Texas
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666,000
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Owned
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Hagerstown, Maryland
(a)
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482,000
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Owned
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Hagerstown, Maryland
(a)
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309,000
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Leased
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Waverly, Nebraska
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422,000
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Owned
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Lakewood, Washington
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64,000
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Leased
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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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||||||
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2014
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2013
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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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$78.17
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$62.06
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$52.69
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$43.13
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Second Quarter
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$72.99
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$59.75
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$59.12
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$50.17
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Third Quarter
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$67.84
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$57.20
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$67.13
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$57.00
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Fourth Quarter
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$79.14
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$55.95
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$77.00
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$64.17
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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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October 29, 2014
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$0.16
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November 17, 2014
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December 2, 2014
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July 30, 2014
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$0.16
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August 18, 2014
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September 3, 2014
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April 30, 2014
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$0.16
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May 19, 2014
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June 3, 2014
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February 5, 2014
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$0.13
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February 24, 2014
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March 11, 2014
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October 30, 2013
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$0.13
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November 18, 2013
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December 3, 2013
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July 31, 2013
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$0.13
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August 19, 2013
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September 4, 2013
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May 1, 2013
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$0.13
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May 20, 2013
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June 4, 2013
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February 6, 2013
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$0.10
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February 25, 2013
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March 12, 2013
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Period
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Total Number
of Shares
Purchased
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Average
Price Paid
Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Dollar Value of Shares That May Yet Be
Purchased
Under the Plans or Programs
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||||||
First Quarter
(a)
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1,280,109
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$
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66.92
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1,261,866
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$
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1,077,330,571
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Second Quarter
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960,899
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65.09
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960,899
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1,014,803,424
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Third Quarter
(b)
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1,633,109
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61.81
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1,574,160
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917,441,732
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Fourth Quarter:
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9/28/14 – 10/25/14
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703,900
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59.39
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703,900
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875,649,148
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10/26/14 – 11/22/14
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100,000
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73.80
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100,000
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868,270,578
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11/23/14 – 12/27/14
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64,000
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77.06
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64,000
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863,339,833
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867,900
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62.35
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867,900
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863,339,833
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As of December 27, 2014
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4,742,017
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$
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63.95
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4,664,825
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$
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863,339,833
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12/26/2009
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12/25/2010
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12/31/2011
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12/29/2012
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12/28/2013
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12/27/2014
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Tractor Supply Company
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$
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100.00
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$
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179.16
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$
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259.67
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$
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323.78
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$
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559.24
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$
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576.86
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S&P 500
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$
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100.00
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$
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111.57
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$
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111.64
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$
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124.50
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$
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163.46
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$
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185.42
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S&P Retail Index
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$
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100.00
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$
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122.58
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$
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125.31
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$
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156.19
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$
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223.73
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$
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245.95
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Item 6
.
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Selected Financial Data
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2014
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2013
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2012
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2011
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2010
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||||||||||
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(52 weeks)
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(52 weeks)
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(52 weeks)
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(53 weeks)
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(52 weeks)
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||||||||||
Operating Results:
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||||||||||
Net sales
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$
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5,711,715
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$
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5,164,784
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$
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4,664,120
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$
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4,232,743
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$
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3,638,336
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Gross profit
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1,950,415
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1,753,609
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1,566,054
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1,406,872
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1,203,665
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|||||
Selling, general and administrative expenses
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1,246,308
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1,138,934
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1,040,287
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973,822
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867,644
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|||||
Depreciation and amortization
|
114,635
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100,025
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88,975
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80,347
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69,797
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|||||
Operating income
|
589,472
|
|
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514,650
|
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436,792
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|
352,703
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266,224
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|||||
Interest expense, net
|
1,885
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|
|
557
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1,055
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2,087
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|
|
1,284
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|||||
Income before income taxes
|
587,587
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|
|
514,093
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|
435,737
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|
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350,616
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|
264,940
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|
|||||
Income tax expense
|
216,702
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|
|
185,859
|
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|
159,280
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|
|
127,876
|
|
|
96,968
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|
|||||
Net income
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$
|
370,885
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|
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$
|
328,234
|
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$
|
276,457
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$
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222,740
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$
|
167,972
|
|
Net income per share – basic
(b)
|
$
|
2.69
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$
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2.35
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$
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1.94
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$
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1.55
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$
|
1.16
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Net income per share – diluted
(b)
|
$
|
2.66
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$
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2.32
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$
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1.90
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|
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$
|
1.51
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|
$
|
1.12
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||||||||||
Weighted average shares – diluted
(b)
|
139,435
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|
141,723
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|
145,514
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|
|
147,842
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|
149,372
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|||||
Dividends declared per common share outstanding
|
$
|
0.61
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|
$
|
0.49
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$
|
0.36
|
|
|
$
|
0.22
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|
|
$
|
0.14
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|
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||||||||||
Operating Data (percent of net sales):
|
|
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|
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|
|||||
Gross margin
|
34.1
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%
|
|
34.0
|
%
|
|
33.6
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%
|
|
33.2
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%
|
|
33.1
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%
|
|||||
Selling, general and administrative expenses
|
21.8
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%
|
|
22.1
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%
|
|
22.3
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%
|
|
23.0
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%
|
|
23.9
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%
|
|||||
Operating income
|
10.3
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%
|
|
10.0
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%
|
|
9.4
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%
|
|
8.3
|
%
|
|
7.3
|
%
|
|||||
Net income
|
6.5
|
%
|
|
6.4
|
%
|
|
6.0
|
%
|
|
5.3
|
%
|
|
4.6
|
%
|
|||||
Store, Sales and Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stores open at end of year
|
1,382
|
|
|
1,276
|
|
|
1,176
|
|
|
1,085
|
|
|
1,001
|
|
|||||
Comparable store sales increase
(c)
|
3.8
|
%
|
|
4.8
|
%
|
|
5.3
|
%
|
|
8.2
|
%
|
|
7.0
|
%
|
|||||
New store sales (as a % of net sales)
(c)
|
6.2
|
%
|
|
5.4
|
%
|
|
5.9
|
%
|
|
5.6
|
%
|
|
5.6
|
%
|
|||||
Average transaction value
|
$
|
44.84
|
|
|
$
|
44.48
|
|
|
$
|
44.40
|
|
|
$
|
43.33
|
|
|
$
|
42.07
|
|
Comparable store average transaction value increase (decrease)
(c)
|
0.6
|
%
|
|
0.0
|
%
|
|
2.0
|
%
|
|
3.1
|
%
|
|
(0.3
|
)%
|
|||||
Comparable store average transaction count increase
(c)
|
3.2
|
%
|
|
4.7
|
%
|
|
3.0
|
%
|
|
5.0
|
%
|
|
7.4
|
%
|
|||||
Total selling square footage (000’s)
|
22,176
|
|
|
20,470
|
|
|
18,893
|
|
|
17,506
|
|
|
16,107
|
|
|||||
Total team members
|
21,100
|
|
|
19,200
|
|
|
17,300
|
|
|
16,400
|
|
|
14,700
|
|
|||||
Capital expenditures (000’s)
|
$
|
160,613
|
|
|
$
|
218,200
|
|
|
$
|
152,924
|
|
|
$
|
166,156
|
|
|
$
|
96,511
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average inventory per store
(d)
|
$
|
752.7
|
|
|
$
|
723.5
|
|
|
$
|
727.4
|
|
|
$
|
723.4
|
|
|
$
|
708.7
|
|
Inventory turns
|
3.32
|
|
|
3.29
|
|
|
3.28
|
|
|
3.23
|
|
|
3.09
|
|
|||||
Working capital
|
$
|
670,897
|
|
|
$
|
677,107
|
|
|
$
|
569,547
|
|
|
$
|
629,624
|
|
|
$
|
617,153
|
|
Total assets
|
$
|
2,034,571
|
|
|
$
|
1,903,391
|
|
|
$
|
1,706,808
|
|
|
$
|
1,594,832
|
|
|
$
|
1,463,474
|
|
Long-term debt, less current portion
(e)
|
$
|
4,957
|
|
|
$
|
1,200
|
|
|
$
|
1,242
|
|
|
$
|
1,284
|
|
|
$
|
1,316
|
|
Stockholders’ equity
|
$
|
1,293,561
|
|
|
$
|
1,246,894
|
|
|
$
|
1,024,974
|
|
|
$
|
1,008,290
|
|
|
$
|
933,242
|
|
Item 7
.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Equine, livestock, pet and small animal products, including items necessary for their health, care, growth and containment;
|
•
|
Hardware, truck, towing and tool products;
|
•
|
Seasonal products, including heating, lawn and garden items, power equipment, gifts and toys;
|
•
|
Work/recreational clothing and footwear; and
|
•
|
Maintenance products for agricultural and rural use.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From Assumptions
|
|
|
|
|
|
Inventory Valuation:
|
|
|
|
|
Inventory Impairment
|
|
|
|
|
We identify potentially excess and slow-moving inventory by evaluating turn rates, historical and expected future sales trends, age of merchandise, overall inventory levels, current cost of inventory and other benchmarks. We have established an inventory valuation reserve to recognize the estimated impairment in value (i.e., an inability to realize the full carrying value) based on our aggregate assessment of these valuation indicators under prevailing market conditions and current merchandising strategies.
|
|
We do not believe our merchandise inventories are subject to significant risk of obsolescence in the near term. However, changes in market conditions or consumer purchasing patterns could result in the need for additional reserves.
Our impairment reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding forecasted customer demand and the promotional environment.
|
|
We have not made any material changes in the accounting methodology used to recognize inventory impairment reserves in the financial periods presented.
We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate impairment. However, if assumptions regarding consumer demand or clearance potential for certain products are inaccurate, we may be exposed to losses or gains that could be material.
A 10% change in our impairment reserve at December 27, 2014, would have affected net income by approximately $0.5 million in fiscal 2014.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From Assumptions
|
Shrinkage
|
|
|
|
|
We perform physical inventories at each store at least once a year, and we have established a reserve for estimating inventory shrinkage between physical inventory counts. The reserve is established by assessing the chain-wide average shrinkage experience rate, applied to the related periods’ sales volumes. Such assessments are updated on a regular basis for the most recent individual store experiences.
|
|
The estimated store inventory shrink rate is based on historical experience. We believe historical rates are a reasonably accurate reflection of future trends.
Our shrinkage reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding future shrinkage trends, the effect of loss prevention measures and new merchandising strategies.
|
|
We have not made any material changes in the accounting methodology used to recognize shrinkage in the financial periods presented.
We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our shrinkage reserve. However, if our estimates regarding inventory losses are inaccurate, we may be exposed to losses or gains that could be material.
A 10% change in our shrinkage reserve at December 27, 2014, would have affected net income by approximately $1.1 million in fiscal 2014.
|
Vendor Funding
|
|
|
|
|
We receive funding from substantially all of our significant merchandise vendors, in support of our business initiatives, through a variety of programs and arrangements, including guaranteed vendor support funds (“vendor support”) and volume-based rebate funds (“volume rebates”). The amounts received are subject to terms of vendor agreements, most of which are “evergreen”, reflecting the on-going relationship with our significant merchandise vendors. Certain of our agreements, primarily volume rebates, are renegotiated annually, based on expected annual purchases of the vendor’s product.
Vendor funding is initially deferred as a reduction of the purchase price of inventory and then recognized as a reduction of cost of merchandise as the related inventory is sold.
During interim periods, the amount of vendor support is known; however, volume rebates are estimated during interim periods based upon initial commitments and anticipated purchase levels with applicable vendors.
|
|
The estimated purchase volume (and related vendor funding through volume rebates) is based on our current knowledge of inventory levels, sales trends and expected customer demand, as well as planned new store openings and relocations. Although we believe we can reasonably estimate purchase volume and related volume rebates at interim periods, it is possible that actual year-end results could be different from previously estimated amounts.
Our allocation methodology contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding customer demand, purchasing activity, target thresholds, vendor attrition and collectibility.
|
|
We have not made any material changes in the accounting methodology used to establish our vendor support reserves in the financial periods presented.
At the end of each fiscal year, a significant portion of the actual purchase activity is known. Thus, we do not believe there is a reasonable likelihood that there will be a material change in the amounts recorded as vendor support.
We do not believe there is a significant collectibility risk related to vendor support amounts due us at the end of fiscal 2014.
If a 10% reserve had been applied against our outstanding vendor support due as of December 27, 2014, net income would have been affected by approximately $1.1 million in fiscal 2014.
Although it is unlikely that there will be any significant reduction in historical levels of vendor support, if such a reduction were to occur in future periods, the Company could experience a higher inventory balance and higher cost of sales.
|
Freight
|
|
|
|
|
We incur various types of transportation and delivery costs in connection with inventory purchases and distribution. Such costs are included as a component of the overall cost of inventories (on an aggregate basis) and recognized as a component of cost of merchandise sold as the related inventory is sold.
|
|
We allocate freight as a component of total cost of sales without regard to inventory mix or unique freight burden of certain categories. This assumption has been consistently applied for all years presented.
|
|
We have not made any material changes in the accounting methodology used to establish our capitalized freight balance or freight allocation in the financial periods presented.
If a 10% increase or decrease had been applied against our current inventory capitalized freight balance as of December 27, 2014, net income would have been affected by approximately $5.7 million in fiscal 2014.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From Assumptions
|
Self-Insurance Reserves:
|
|
|
|
|
We self-insure a significant portion of our employee medical insurance, workers’ compensation and general liability insurance plans. We have stop-loss insurance policies to protect from individual losses over specified dollar values.
Provisions for losses related to our self-insured liabilities are based upon periodic independent actuarially determined estimates that consider a number of factors including historical claims experience, demographic factors and severity factors.
|
|
The full extent of certain claims, especially workers’ compensation and general liability claims, may not become fully determined for several years.
Our self-insured liabilities contain uncertainties because management is required to make assumptions and to apply judgment to estimate the ultimate cost to settle reported claims and claims incurred but not reported as of the balance sheet date based upon historical data and experience, including actuarial calculations.
|
|
We have not made any material changes in the accounting methodology used to establish our self-insurance reserves in the financial periods presented.
We do not believe there is a reasonable likelihood that there will be a material change in the assumptions we use to calculate insurance reserves. However, if we experience a significant increase in the number of claims or the cost associated with these claims, we may be exposed to losses that could be material.
A 10% change in our self-insurance reserves at December 27, 2014, would have affected net income by approximately $3.0 million in fiscal 2014.
|
Sales Tax Audit Reserve:
|
|
|
|
|
A portion of our sales are to tax-exempt customers, predominantly agricultural-based. We obtain exemption information as a necessary part of each tax-exempt transaction. Many of the states in which we conduct business will perform audits to verify our compliance with applicable sales tax laws. The business activities of our customers and the intended use of the unique products sold by us create a challenging and complex compliance environment. These circumstances also create some risk that we could be challenged as to the accuracy of our sales tax compliance.
When establishing our sales tax audit reserve, we review our past audit experience and assessments with applicable states to continually determine if we have potential exposure for non-compliance. Any estimated liability is based on an initial assessment of compliance risk as well as our historical experience with each respective state.
|
|
We continually reassess the exposure based on historical audit results, changes in policies, preliminary and final assessments made by state sales tax auditors, and additional documentation that may be provided to reduce the assessment.
Our sales tax audit reserve contains uncertainties because management is required to make assumptions and to apply judgment regarding the complexity of agricultural-based exemptions, the ambiguity in state tax regulations, the number of ongoing audits and the length of time required to settle with the state taxing authorities.
|
|
We have not made any material changes to our sales tax audit 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 future estimates or assumptions we use to calculate the sales tax liability reserve. However, if our estimates regarding the ultimate sales tax liability are inaccurate, we may be exposed to losses or gains that could be material.
A 10% change in our sales tax audit reserve at December 27, 2014, would have affected net income by approximately $0.7 million in fiscal 2014.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From Assumptions
|
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 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 uncertain tax position reserve at December 27, 2014 would have affected net income by approximately $0.2 million in fiscal 2014.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From Assumptions
|
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.
|
|
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.
|
|
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.
|
2014
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
Net sales
|
|
$
|
1,183,680
|
|
|
$
|
1,583,831
|
|
|
$
|
1,359,950
|
|
|
$
|
1,584,254
|
|
|
$
|
5,711,715
|
|
Gross profit
|
|
396,219
|
|
|
550,532
|
|
|
464,069
|
|
|
539,595
|
|
|
1,950,415
|
|
|||||
Operating income
|
|
78,729
|
|
|
211,029
|
|
|
122,013
|
|
|
177,701
|
|
|
589,472
|
|
|||||
Net income
|
|
48,809
|
|
|
133,411
|
|
|
76,603
|
|
|
112,062
|
|
|
370,885
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
0.35
|
|
|
$
|
0.96
|
|
|
$
|
0.56
|
|
|
$
|
0.82
|
|
|
$
|
2.69
|
|
Diluted
|
|
$
|
0.35
|
|
|
$
|
0.95
|
|
|
$
|
0.55
|
|
|
$
|
0.81
|
|
|
$
|
2.66
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable store sales increase
|
|
2.2
|
%
|
|
1.9
|
%
|
|
5.6
|
%
|
|
5.3
|
%
|
|
3.8
|
%
|
2013
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
Net sales
|
|
$
|
1,085,838
|
|
|
$
|
1,455,767
|
|
|
$
|
1,208,090
|
|
|
$
|
1,415,089
|
|
|
$
|
5,164,784
|
|
Gross profit
|
|
352,091
|
|
|
506,140
|
|
|
415,666
|
|
|
479,712
|
|
|
1,753,609
|
|
|||||
Operating income
|
|
67,923
|
|
|
197,979
|
|
|
101,670
|
|
|
147,078
|
|
|
514,650
|
|
|||||
Net income
|
|
44,006
|
|
|
123,580
|
|
|
64,767
|
|
|
95,881
|
|
|
328,234
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
0.32
|
|
|
$
|
0.89
|
|
|
$
|
0.46
|
|
|
$
|
0.69
|
|
|
$
|
2.35
|
|
Diluted
|
|
$
|
0.31
|
|
|
$
|
0.87
|
|
|
$
|
0.46
|
|
|
$
|
0.68
|
|
|
$
|
2.32
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable store sales increase
|
|
0.5
|
%
|
|
7.2
|
%
|
|
7.5
|
%
|
|
3.5
|
%
|
|
4.8
|
%
|
|
2014
|
|
2013
|
|
2012
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of merchandise sold
(a)
|
65.9
|
|
|
66.0
|
|
|
66.4
|
|
Gross margin
(a)
|
34.1
|
|
|
34.0
|
|
|
33.6
|
|
Selling, general and administrative expenses
(a)
|
21.8
|
|
|
22.1
|
|
|
22.3
|
|
Depreciation and amortization
|
2.0
|
|
|
1.9
|
|
|
1.9
|
|
Income before income taxes
|
10.3
|
|
|
10.0
|
|
|
9.4
|
|
Income tax provision
|
3.8
|
|
|
3.6
|
|
|
3.4
|
|
Net income
|
6.5
|
%
|
|
6.4
|
%
|
|
6.0
|
%
|
|
2014
|
|
2013
|
||
Store Count, Beginning of Period
|
1,276
|
|
|
1,176
|
|
New Stores Opened
(a)
|
107
|
|
|
102
|
|
Stores Closed
|
(1
|
)
|
|
(2
|
)
|
Store Count, End of Period
|
1,382
|
|
|
1,276
|
|
|
|
|
|
||
Stores Relocated
|
2
|
|
|
3
|
|
|
Percent of Sales
|
||||
Product Category:
|
2014
|
|
2013
|
||
Livestock and Pet
|
44
|
%
|
|
43
|
%
|
Hardware, Tools,Truck and Towing
|
22
|
|
|
23
|
|
Seasonal, Gift and Toy Products
|
20
|
|
|
20
|
|
Clothing and Footwear
|
9
|
|
|
9
|
|
Agriculture
|
5
|
|
|
5
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
2013
|
|
2012
|
||
Store Count, Beginning of Period
|
1,176
|
|
|
1,085
|
|
New Stores Opened
|
102
|
|
|
93
|
|
Stores Closed
|
(2
|
)
|
|
(2
|
)
|
Store Count, End of Period
|
1,276
|
|
|
1,176
|
|
|
|
|
|
||
Stores Relocated
|
3
|
|
|
1
|
|
|
Percent of Sales
|
||||
Product Category:
|
2013
|
|
2012
|
||
Livestock and Pet
|
43
|
%
|
|
42
|
%
|
Hardware, Tools, Truck and Towing
|
23
|
|
|
23
|
|
Seasonal, Gift and Toy Products
|
20
|
|
|
20
|
|
Clothing and Footwear
|
9
|
|
|
9
|
|
Agriculture
|
5
|
|
|
6
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
2014
|
|
2013
|
|
Variance
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
51.1
|
|
|
$
|
142.7
|
|
|
$
|
(91.6
|
)
|
Inventories
|
1,115.5
|
|
|
979.3
|
|
|
136.2
|
|
|||
Prepaid expenses and other current assets
|
66.4
|
|
|
57.4
|
|
|
9.0
|
|
|||
Deferred income taxes
|
41.0
|
|
|
29.8
|
|
|
11.2
|
|
|||
Total current assets
|
1,274.0
|
|
|
1,209.2
|
|
|
64.8
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts payable
|
370.8
|
|
|
316.5
|
|
|
54.3
|
|
|||
Accrued employee compensation
|
37.1
|
|
|
50.6
|
|
|
(13.5
|
)
|
|||
Other accrued expenses
|
182.6
|
|
|
155.6
|
|
|
27.0
|
|
|||
Current portion of capital lease obligation
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Income taxes payable
|
12.4
|
|
|
9.4
|
|
|
3.0
|
|
|||
Total current liabilities
|
603.1
|
|
|
532.1
|
|
|
71.0
|
|
|||
Working capital
|
$
|
670.9
|
|
|
$
|
677.1
|
|
|
$
|
(6.2
|
)
|
•
|
The decrease in cash is primarily attributable to incremental common stock repurchases offset in part by earnings from operations. Common stock repurchases increased $169.1 million from $129.4 million in fiscal 2013 to $298.5 million in fiscal 2014.
|
•
|
We actively manage our inventory balances and in-stock levels at our stores. The
increase
in inventory was primarily due to new store growth. Average inventory per store
increased
4.0%
compared to the prior year. The increase in average inventory per store is principally related to a better in-stock position on key winter goods compared to prior year.
|
•
|
Accounts payable increased primarily as a result of new store growth and higher average inventory per store along with timing of payments to vendors.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
$
|
409.2
|
|
|
$
|
333.7
|
|
|
$
|
378.3
|
|
Net cash used in investing activities
|
(160.3
|
)
|
|
(209.3
|
)
|
|
(139.1
|
)
|
|||
Net cash used in financing activities
|
(340.5
|
)
|
|
(120.3
|
)
|
|
(277.5
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(91.6
|
)
|
|
$
|
4.1
|
|
|
$
|
(38.3
|
)
|
|
2014
|
|
2013
|
|
Variance
|
||||||
Net income
|
$
|
370.9
|
|
|
$
|
328.2
|
|
|
$
|
42.7
|
|
Depreciation and amortization
|
114.6
|
|
|
100.0
|
|
|
14.6
|
|
|||
Stock compensation expense
|
16.2
|
|
|
13.9
|
|
|
2.3
|
|
|||
Excess tax benefit of stock options exercised
|
(18.8
|
)
|
|
(43.5
|
)
|
|
24.7
|
|
|||
Deferred income taxes
|
(19.8
|
)
|
|
(8.3
|
)
|
|
(11.5
|
)
|
|||
Inventories and accounts payable
|
(81.8
|
)
|
|
(75.1
|
)
|
|
(6.7
|
)
|
|||
Prepaid expenses and other current assets
|
(9.1
|
)
|
|
(5.5
|
)
|
|
(3.6
|
)
|
|||
Accrued expenses
|
6.8
|
|
|
12.1
|
|
|
(5.3
|
)
|
|||
Income taxes payable
|
21.9
|
|
|
9.6
|
|
|
12.3
|
|
|||
Other, net
|
8.3
|
|
|
2.3
|
|
|
6.0
|
|
|||
Net cash provided by operations
|
$
|
409.2
|
|
|
$
|
333.7
|
|
|
$
|
75.5
|
|
|
2013
|
|
2012
|
|
Variance
|
||||||
Net income
|
$
|
328.2
|
|
|
$
|
276.5
|
|
|
$
|
51.7
|
|
Depreciation and amortization
|
100.0
|
|
|
89.0
|
|
|
11.0
|
|
|||
Stock compensation expense
|
13.9
|
|
|
17.6
|
|
|
(3.7
|
)
|
|||
Excess tax benefit of stock options exercised
|
(43.5
|
)
|
|
(25.8
|
)
|
|
(17.7
|
)
|
|||
Deferred income taxes
|
(8.3
|
)
|
|
(26.6
|
)
|
|
18.3
|
|
|||
Inventories and accounts payable
|
(75.1
|
)
|
|
(23.3
|
)
|
|
(51.8
|
)
|
|||
Prepaid expenses and other current assets
|
(5.5
|
)
|
|
(0.1
|
)
|
|
(5.4
|
)
|
|||
Accrued expenses
|
12.1
|
|
|
9.0
|
|
|
3.1
|
|
|||
Income taxes payable
|
9.6
|
|
|
57.3
|
|
|
(47.7
|
)
|
|||
Other, net
|
2.3
|
|
|
4.7
|
|
|
(2.4
|
)
|
|||
Net cash provided by operations
|
$
|
333.7
|
|
|
$
|
378.3
|
|
|
$
|
(44.6
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
New and relocated stores and stores not yet opened
|
$
|
80.8
|
|
|
$
|
69.1
|
|
|
$
|
60.4
|
|
Corporate and other
|
27.9
|
|
|
40.7
|
|
|
13.8
|
|
|||
Information technology
|
22.7
|
|
|
29.8
|
|
|
28.2
|
|
|||
Existing stores
|
20.0
|
|
|
22.3
|
|
|
22.2
|
|
|||
Distribution center capacity and improvements
|
9.2
|
|
|
44.9
|
|
|
16.4
|
|
|||
Purchase of previously leased stores
|
—
|
|
|
11.4
|
|
|
11.9
|
|
|||
Total capital expenditures
|
$
|
160.6
|
|
|
$
|
218.2
|
|
|
$
|
152.9
|
|
•
|
We plan to open between
110
to
115
stores in fiscal
2015
. Additionally, we plan to relocate five stores as well as increase our investment in existing store renovations.
|
•
|
We plan to invest in our distribution center network in fiscal
2015
, principally for development of a new Southwest distribution center, expansion of our existing Northeast distribution center, and development of two smaller cross-dock facilities (“mixing centers”) in our Texas region to handle certain high-volume bulk products. We estimate that our capital expenditures relating to the distribution network will range between $75 million and $85 million in fiscal 2015.
|
•
|
We also plan to invest in information technology upgrades at our stores and Store Support Center, which will include additional omni-channel capabilities, improved inventory allocation system, continued improvements in data security and enhanced customer relationship management.
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
Operating leases
|
|
$
|
2,076,057
|
|
|
$
|
243,864
|
|
|
$
|
462,347
|
|
|
$
|
417,289
|
|
|
$
|
952,557
|
|
Capital leases
(a)
|
|
8,049
|
|
|
537
|
|
|
1,074
|
|
|
1,074
|
|
|
5,364
|
|
|||||
Construction commitments
(b)
|
|
58,795
|
|
|
54,412
|
|
|
4,383
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
2,142,901
|
|
|
$
|
298,813
|
|
|
$
|
467,804
|
|
|
$
|
418,363
|
|
|
$
|
957,921
|
|
Item 8
.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
/s/ Gregory A. Sandfort
|
|
|
|
/s/ Anthony F. Crudele
|
Gregory A. Sandfort
President and Chief Executive Officer
|
|
|
|
Anthony F. Crudele
Executive Vice President -
Chief Financial Officer and Treasurer
|
February 18, 2015
|
|
|
|
February 18, 2015
|
|
Fiscal Year
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
5,711,715
|
|
|
$
|
5,164,784
|
|
|
$
|
4,664,120
|
|
Cost of merchandise sold
|
3,761,300
|
|
|
3,411,175
|
|
|
3,098,066
|
|
|||
Gross profit
|
1,950,415
|
|
|
1,753,609
|
|
|
1,566,054
|
|
|||
Selling, general and administrative expenses
|
1,246,308
|
|
|
1,138,934
|
|
|
1,040,287
|
|
|||
Depreciation and amortization
|
114,635
|
|
|
100,025
|
|
|
88,975
|
|
|||
Operating income
|
589,472
|
|
|
514,650
|
|
|
436,792
|
|
|||
Interest expense, net
|
1,885
|
|
|
557
|
|
|
1,055
|
|
|||
Income before income taxes
|
587,587
|
|
|
514,093
|
|
|
435,737
|
|
|||
Income tax expense
|
216,702
|
|
|
185,859
|
|
|
159,280
|
|
|||
Net income
|
$
|
370,885
|
|
|
$
|
328,234
|
|
|
$
|
276,457
|
|
|
|
|
|
|
|
||||||
Net income per share – basic
|
$
|
2.69
|
|
|
$
|
2.35
|
|
|
$
|
1.94
|
|
Net income per share – diluted
|
$
|
2.66
|
|
|
$
|
2.32
|
|
|
$
|
1.90
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|||
Basic
|
137,769
|
|
|
139,415
|
|
|
142,184
|
|
|||
Diluted
|
139,435
|
|
|
141,723
|
|
|
145,514
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share outstanding
|
$
|
0.61
|
|
|
$
|
0.49
|
|
|
$
|
0.36
|
|
|
December 27, 2014
|
|
December 28, 2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
51,134
|
|
|
$
|
142,743
|
|
Inventories
|
1,115,450
|
|
|
979,308
|
|
||
Prepaid expenses and other current assets
|
66,444
|
|
|
57,359
|
|
||
Deferred income taxes
|
40,962
|
|
|
29,838
|
|
||
Total current assets
|
1,273,990
|
|
|
1,209,248
|
|
||
|
|
|
|
||||
Property and Equipment:
|
|
|
|
|
|
||
Land
|
79,571
|
|
|
73,350
|
|
||
Buildings and improvements
|
698,462
|
|
|
581,938
|
|
||
Furniture, fixtures and equipment
|
453,692
|
|
|
408,021
|
|
||
Computer software and hardware
|
154,818
|
|
|
140,222
|
|
||
Construction in progress
|
30,803
|
|
|
65,312
|
|
||
|
1,417,346
|
|
|
1,268,843
|
|
||
Accumulated depreciation and amortization
|
(696,346
|
)
|
|
(603,911
|
)
|
||
Property and equipment, net
|
721,000
|
|
|
664,932
|
|
||
|
|
|
|
||||
Goodwill
|
10,258
|
|
|
10,258
|
|
||
Deferred income taxes
|
8,782
|
|
|
92
|
|
||
Other assets
|
20,541
|
|
|
18,861
|
|
||
|
|
|
|
||||
Total assets
|
$
|
2,034,571
|
|
|
$
|
1,903,391
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
370,823
|
|
|
$
|
316,487
|
|
Accrued employee compensation
|
37,056
|
|
|
50,573
|
|
||
Other accrued expenses
|
182,565
|
|
|
155,615
|
|
||
Current portion of capital lease obligations
|
213
|
|
|
42
|
|
||
Income taxes payable
|
12,436
|
|
|
9,424
|
|
||
Total current liabilities
|
603,093
|
|
|
532,141
|
|
||
|
|
|
|
||||
Capital lease obligations, less current maturities
|
4,957
|
|
|
1,200
|
|
||
Deferred rent
|
79,807
|
|
|
76,930
|
|
||
Other long-term liabilities
|
53,153
|
|
|
46,226
|
|
||
Total liabilities
|
741,010
|
|
|
656,497
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred Stock, $1.00 par value; 40 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common Stock, $0.008 par value; 400,000 shares authorized at December 27, 2014 and 200,000 shares authorized at December 28, 2013; 167,716 shares issued and 136,382 shares outstanding at December 27, 2014 and 166,324 shares issued and 139,654 shares outstanding at December 28, 2013
|
1,342
|
|
|
1,331
|
|
||
Additional paid-in capital
|
510,997
|
|
|
452,668
|
|
||
Treasury stock, at cost, 31,334 shares at December 27, 2014 and 26,670 shares at December 28, 2013
|
(1,137,085
|
)
|
|
(838,588
|
)
|
||
Retained earnings
|
1,918,307
|
|
|
1,631,483
|
|
||
Total stockholders’ equity
|
1,293,561
|
|
|
1,246,894
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
2,034,571
|
|
|
$
|
1,903,391
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
||||||||||
Stockholders' equity at December 31, 2011
|
$
|
1,286
|
|
|
$
|
297,783
|
|
|
$
|
(437,373
|
)
|
|
$
|
1,146,594
|
|
|
$
|
1,008,290
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of common stock under employee stock purchase plan (96 shares)
|
1
|
|
|
3,024
|
|
|
|
|
|
|
|
3,025
|
|
||||||
Exercise of stock options (2,133 shares) and restricted stock units (360 shares)
|
20
|
|
|
23,532
|
|
|
|
|
|
|
|
|
23,552
|
|
|||||
Stock compensation
|
|
|
|
17,641
|
|
|
|
|
|
|
|
|
17,641
|
|
|||||
Tax benefit of stock options exercised
|
|
|
|
25,947
|
|
|
|
|
|
|
|
|
25,947
|
|
|||||
Repurchase of shares to satisfy tax obligations
|
|
|
|
(6,821
|
)
|
|
|
|
|
|
|
|
(6,821
|
)
|
|||||
Repurchase of common stock (6,112 shares)
|
|
|
|
|
|
|
(271,799
|
)
|
|
|
|
|
(271,799
|
)
|
|||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
(51,318
|
)
|
|
(51,318
|
)
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
276,457
|
|
|
276,457
|
|
|||||
Stockholders' equity at December 29, 2012
|
1,307
|
|
|
361,106
|
|
|
(709,172
|
)
|
|
1,371,733
|
|
|
1,024,974
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of common stock under employee stock purchase plan (87 shares)
|
1
|
|
|
3,595
|
|
|
|
|
|
|
|
|
3,596
|
|
|||||
Exercise of stock options (2,681 shares) and restricted stock units (166 shares)
|
23
|
|
|
34,699
|
|
|
|
|
|
|
|
|
34,722
|
|
|||||
Stock compensation
|
|
|
|
13,893
|
|
|
|
|
|
|
|
|
13,893
|
|
|||||
Tax benefit of stock options exercised
|
|
|
|
43,517
|
|
|
|
|
|
|
|
|
43,517
|
|
|||||
Repurchase of shares to satisfy tax obligations
|
|
|
|
(4,142
|
)
|
|
|
|
|
|
|
|
(4,142
|
)
|
|||||
Repurchase of common stock (2,287 shares)
|
|
|
|
|
|
|
(129,416
|
)
|
|
|
|
|
(129,416
|
)
|
|||||
Dividends paid
|
|
|
|
|
|
|
|
|
|
(68,484
|
)
|
|
(68,484
|
)
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
328,234
|
|
|
328,234
|
|
|||||
Stockholders' equity at December 28, 2013
|
1,331
|
|
|
452,668
|
|
|
(838,588
|
)
|
|
1,631,483
|
|
|
1,246,894
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of common stock under employee stock purchase plan (79 shares)
|
1
|
|
|
4,326
|
|
|
|
|
|
|
4,327
|
|
|||||||
Exercise of stock options (1,179 shares) and restricted stock units (135 shares)
|
10
|
|
|
23,746
|
|
|
|
|
|
|
23,756
|
|
|||||||
Stock compensation
|
|
|
16,173
|
|
|
|
|
|
|
16,173
|
|
||||||||
Tax benefit of stock options exercised
|
|
|
18,850
|
|
|
|
|
|
|
18,850
|
|
||||||||
Repurchase of shares to satisfy tax obligations
|
|
|
(4,766
|
)
|
|
|
|
|
|
(4,766
|
)
|
||||||||
Repurchase of common stock (4,664 shares)
|
|
|
|
|
(298,497
|
)
|
|
|
|
(298,497
|
)
|
||||||||
Dividends paid
|
|
|
|
|
|
|
(84,061
|
)
|
|
(84,061
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
370,885
|
|
|
370,885
|
|
||||||||
Stockholders' equity at December 27, 2014
|
$
|
1,342
|
|
|
$
|
510,997
|
|
|
$
|
(1,137,085
|
)
|
|
$
|
1,918,307
|
|
|
$
|
1,293,561
|
|
|
Fiscal Year
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
370,885
|
|
|
$
|
328,234
|
|
|
$
|
276,457
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
114,635
|
|
|
100,025
|
|
|
88,975
|
|
|||
Loss on disposition of property and equipment
|
389
|
|
|
35
|
|
|
76
|
|
|||
Stock compensation expense
|
16,173
|
|
|
13,893
|
|
|
17,641
|
|
|||
Excess tax benefit of stock options exercised
|
(18,850
|
)
|
|
(43,517
|
)
|
|
(25,836
|
)
|
|||
Deferred income taxes
|
(19,814
|
)
|
|
(8,309
|
)
|
|
(26,581
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Inventories
|
(136,142
|
)
|
|
(71,192
|
)
|
|
(77,297
|
)
|
|||
Prepaid expenses and other current assets
|
(9,085
|
)
|
|
(5,551
|
)
|
|
(80
|
)
|
|||
Accounts payable
|
54,336
|
|
|
(3,905
|
)
|
|
53,983
|
|
|||
Accrued employee compensation
|
(13,517
|
)
|
|
2,173
|
|
|
139
|
|
|||
Other accrued expenses
|
20,365
|
|
|
9,938
|
|
|
8,828
|
|
|||
Income taxes payable
|
21,862
|
|
|
9,582
|
|
|
57,321
|
|
|||
Other
|
7,941
|
|
|
2,275
|
|
|
4,676
|
|
|||
Net cash provided by operating activities
|
409,178
|
|
|
333,681
|
|
|
378,302
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(160,613
|
)
|
|
(218,200
|
)
|
|
(152,924
|
)
|
|||
Proceeds from sale of property and equipment
|
331
|
|
|
477
|
|
|
379
|
|
|||
Decrease in restricted cash
|
—
|
|
|
8,400
|
|
|
13,470
|
|
|||
Net cash used in investing activities
|
(160,282
|
)
|
|
(209,323
|
)
|
|
(139,075
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings under revolving credit agreement
|
355,000
|
|
|
185,000
|
|
|
—
|
|
|||
Repayments under revolving credit agreement
|
(355,000
|
)
|
|
(185,000
|
)
|
|
—
|
|
|||
Excess tax benefit of stock options exercised
|
18,850
|
|
|
43,517
|
|
|
25,836
|
|
|||
Principal payments under capital lease obligations
|
(114
|
)
|
|
(38
|
)
|
|
(37
|
)
|
|||
Repurchase of shares to satisfy tax obligations
|
(4,766
|
)
|
|
(4,142
|
)
|
|
(6,821
|
)
|
|||
Repurchase of common stock
|
(298,497
|
)
|
|
(129,416
|
)
|
|
(271,799
|
)
|
|||
Net proceeds from issuance of common stock
|
28,083
|
|
|
38,318
|
|
|
26,577
|
|
|||
Cash dividends paid to stockholders
|
(84,061
|
)
|
|
(68,484
|
)
|
|
(51,318
|
)
|
|||
Net cash used in financing activities
|
(340,505
|
)
|
|
(120,245
|
)
|
|
(277,562
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(91,609
|
)
|
|
4,113
|
|
|
(38,335
|
)
|
|||
Cash and cash equivalents at beginning of year
|
142,743
|
|
|
138,630
|
|
|
176,965
|
|
|||
Cash and cash equivalents at end of year
|
$
|
51,134
|
|
|
$
|
142,743
|
|
|
$
|
138,630
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
906
|
|
|
$
|
780
|
|
|
$
|
1,219
|
|
Income taxes
|
213,637
|
|
|
188,003
|
|
|
128,306
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash activities:
|
|
|
|
|
|
||||||
Property acquired through capital lease
|
$
|
4,042
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash accruals for construction in progress
|
14,843
|
|
|
8,258
|
|
|
10,897
|
|
|
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
|
|
|
Bond Term
|
Bond Authorized Amount
(in millions)
|
Amount Drawn
(in millions)
|
||||
Franklin, Kentucky Distribution Center
|
|
30 years
|
$
|
54.0
|
|
$
|
51.8
|
|
Macon, Georgia Distribution Center
|
|
15 years
|
$
|
58.0
|
|
$
|
49.1
|
|
Brentwood, Tennessee Store Support Center
|
|
10 years
|
$
|
78.0
|
|
$
|
72.5
|
|
|
Fiscal Year
|
||||
|
2014
|
|
2013
|
|
2012
|
Expected price volatility
|
28.0 – 29.3%
|
|
30.7 – 35.4%
|
|
37.1 – 38.5%
|
Risk-free interest rate
|
1.1 – 1.3%
|
|
0.6 – 1.2%
|
|
0.6 – 0.8%
|
Weighted average expected lives (in years)
|
4.5
|
|
4.7
|
|
4.7
|
Forfeiture rate
|
6.9%
|
|
7.0%
|
|
7.0%
|
Dividend yield
|
0.8%
|
|
0.8%
|
|
0.7%
|
|
Options
|
|
Weighted
Average Exercise
Price
|
|
Weighted Average Fair Value
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate Intrinsic Value
(
in thousands)
|
|||||||
Outstanding December 31, 2011
|
7,103,750
|
|
|
$
|
13.29
|
|
|
|
|
|
6.5
|
|
$
|
154,782
|
|
|
Granted
|
1,146,504
|
|
|
42.79
|
|
|
$
|
13.13
|
|
|
|
|
|
|
||
Exercised
|
(2,132,896
|
)
|
|
11.04
|
|
|
|
|
|
|
|
|
|
|||
Canceled
|
(56,976
|
)
|
|
30.39
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding December 29, 2012
|
6,060,382
|
|
|
$
|
19.48
|
|
|
|
|
|
6.6
|
|
$
|
147,229
|
|
|
Granted
|
1,027,251
|
|
|
51.87
|
|
|
$
|
14.67
|
|
|
|
|
|
|||
Exercised
|
(2,681,225
|
)
|
|
12.95
|
|
|
|
|
|
|
|
|||||
Canceled
|
(97,360
|
)
|
|
43.27
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding December 28, 2013
|
4,309,048
|
|
|
$
|
30.72
|
|
|
|
|
|
7.1
|
|
$
|
193,123
|
|
|
Granted
|
1,167,060
|
|
|
64.08
|
|
|
$
|
15.36
|
|
|
|
|
|
|||
Exercised
|
(1,179,175
|
)
|
|
20.15
|
|
|
|
|
|
|
|
|||||
Canceled
|
(213,507
|
)
|
|
57.14
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding December 27, 2014
|
4,083,426
|
|
|
$
|
41.93
|
|
|
|
|
7.2
|
|
$
|
146,967
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Exercisable at December 27, 2014
|
2,171,934
|
|
|
$
|
28.38
|
|
|
|
|
|
5.9
|
|
$
|
107,603
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total fair value of stock options vested
|
$
|
10,855
|
|
|
$
|
10,535
|
|
|
$
|
8,826
|
|
Total intrinsic value of stock options exercised
|
$
|
60,656
|
|
|
$
|
122,621
|
|
|
$
|
71,879
|
|
Restricted Stock Units
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Restricted at December 31, 2011
|
|
1,050,544
|
|
|
$
|
12.26
|
|
Granted
|
|
80,034
|
|
|
43.55
|
|
|
Exercised
|
|
(527,184
|
)
|
|
10.50
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||
Restricted at December 29, 2012
|
|
603,394
|
|
|
$
|
18.76
|
|
Granted
|
|
59,864
|
|
|
51.72
|
|
|
Exercised
|
|
(244,462
|
)
|
|
14.00
|
|
|
Forfeited
|
|
(5,638
|
)
|
|
36.24
|
|
|
|
|
|
|
|
|||
Restricted at December 28, 2013
|
|
413,158
|
|
|
$
|
26.12
|
|
Granted
|
|
97,817
|
|
|
70.09
|
|
|
Exercised
|
|
(212,156
|
)
|
|
21.91
|
|
|
Forfeited
|
|
(21,472
|
)
|
|
54.54
|
|
|
|
|
|
|
|
|||
Restricted at December 27, 2014
|
|
277,347
|
|
|
$
|
42.64
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total grant date fair value of restricted stock units vested and issued
|
$
|
4,647
|
|
|
$
|
3,422
|
|
|
$
|
5,533
|
|
Total intrinsic value of restricted stock units vested and issued
|
$
|
13,205
|
|
|
$
|
12,876
|
|
|
$
|
21,694
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2015
|
$
|
537
|
|
|
$
|
243,864
|
|
2016
|
537
|
|
|
236,943
|
|
||
2017
|
537
|
|
|
225,404
|
|
||
2018
|
537
|
|
|
215,190
|
|
||
2019
|
537
|
|
|
202,099
|
|
||
Thereafter
|
5,364
|
|
|
952,557
|
|
||
Total minimum lease payments
|
8,049
|
|
|
$
|
2,076,057
|
|
|
Amount representing interest
|
(2,879
|
)
|
|
|
|
||
Present value of minimum lease payments
|
5,170
|
|
|
|
|
||
Less: current portion
|
(213
|
)
|
|
|
|
||
Long-term capital lease obligations
|
$
|
4,957
|
|
|
|
|
|
2014
|
|
2013
|
||||
Building and improvements
|
$
|
5,623
|
|
|
$
|
1,581
|
|
Less: accumulated depreciation and amortization
|
(935
|
)
|
|
(782
|
)
|
||
|
$
|
4,688
|
|
|
$
|
799
|
|
Date Declared
|
|
Dividend Amount
Per Share
|
|
Stockholders of Record Date
|
|
Date Paid
|
October 29, 2014
|
|
$0.16
|
|
November 17, 2014
|
|
December 2, 2014
|
July 30, 2014
|
|
$0.16
|
|
August 18, 2014
|
|
September 3, 2014
|
April 30, 2014
|
|
$0.16
|
|
May 19, 2014
|
|
June 3, 2014
|
February 5, 2014
|
|
$0.13
|
|
February 24, 2014
|
|
March 11, 2014
|
|
|
|
|
|
|
|
October 30, 2013
|
|
$0.13
|
|
November 18, 2013
|
|
December 3, 2013
|
July 31, 2013
|
|
$0.13
|
|
August 19, 2013
|
|
September 4, 2013
|
May 1, 2013
|
|
$0.13
|
|
May 20, 2013
|
|
June 4, 2013
|
February 6, 2013
|
|
$0.10
|
|
February 25, 2013
|
|
March 12, 2013
|
|
2014
|
|||||||||
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|||||
Basic net income per share:
|
|
|
|
|
|
|||||
Net income
|
$
|
370,885
|
|
|
137,769
|
|
|
$
|
2.69
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
||
Dilutive stock options and restricted stock units outstanding
|
—
|
|
|
1,666
|
|
|
(0.03
|
)
|
||
Net income
|
$
|
370,885
|
|
|
139,435
|
|
|
$
|
2.66
|
|
|
2013
|
|||||||||
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|||||
Basic net income per share:
|
|
|
|
|
|
|||||
Net income
|
$
|
328,234
|
|
|
139,415
|
|
|
$
|
2.35
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
||
Dilutive stock options and restricted stock units outstanding
|
—
|
|
|
2,308
|
|
|
(0.03
|
)
|
||
Net income
|
$
|
328,234
|
|
|
141,723
|
|
|
$
|
2.32
|
|
|
2012
|
|||||||||
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|||||
Basic net income per share:
|
|
|
|
|
|
|||||
Net income
|
$
|
276,457
|
|
|
142,184
|
|
|
$
|
1.94
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
||
Dilutive stock options and restricted stock units outstanding
|
—
|
|
|
3,330
|
|
|
(0.04
|
)
|
||
Net income
|
$
|
276,457
|
|
|
145,514
|
|
|
$
|
1.90
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
211,383
|
|
|
$
|
175,039
|
|
|
$
|
165,519
|
|
State
|
25,133
|
|
|
19,129
|
|
|
20,342
|
|
|||
Total current
|
236,516
|
|
|
194,168
|
|
|
185,861
|
|
|||
|
|
|
|
|
|
||||||
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(14,493
|
)
|
|
(5,341
|
)
|
|
(20,857
|
)
|
|||
State
|
(5,321
|
)
|
|
(2,968
|
)
|
|
(5,724
|
)
|
|||
Total deferred
|
(19,814
|
)
|
|
(8,309
|
)
|
|
(26,581
|
)
|
|||
Total provision
|
$
|
216,702
|
|
|
$
|
185,859
|
|
|
$
|
159,280
|
|
|
2014
|
|
2013
|
||||
Current tax assets:
|
|
|
|
||||
Inventory valuation
|
$
|
16,602
|
|
|
$
|
12,133
|
|
Accrued employee benefit costs
|
18,770
|
|
|
23,184
|
|
||
Accrued sales tax audit reserve
|
2,053
|
|
|
1,905
|
|
||
Other
|
11,585
|
|
|
10,388
|
|
||
|
49,010
|
|
|
47,610
|
|
||
Current tax liabilities:
|
|
|
|
|
|
||
Inventory basis difference
|
(4,657
|
)
|
|
(14,470
|
)
|
||
Prepaid expenses
|
(2,109
|
)
|
|
(2,100
|
)
|
||
Other
|
(1,282
|
)
|
|
(1,202
|
)
|
||
|
(8,048
|
)
|
|
(17,772
|
)
|
||
Net current tax asset
|
$
|
40,962
|
|
|
$
|
29,838
|
|
|
|
|
|
||||
Non-current tax assets:
|
|
|
|
|
|
||
Rent expenses in excess of cash payments required
|
27,166
|
|
|
25,229
|
|
||
Deferred compensation
|
17,956
|
|
|
16,394
|
|
||
Workers compensation insurance
|
6,989
|
|
|
5,734
|
|
||
General liability insurance
|
2,741
|
|
|
557
|
|
||
Lease exit obligations
|
2,437
|
|
|
2,354
|
|
||
Income tax credits
|
2,205
|
|
|
—
|
|
||
Accrued sales tax audit reserve
|
2,085
|
|
|
1,547
|
|
||
Other
|
3,745
|
|
|
3,452
|
|
||
|
65,324
|
|
|
55,267
|
|
||
Non-current tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
(52,626
|
)
|
|
(51,547
|
)
|
||
Other
|
(3,916
|
)
|
|
(3,628
|
)
|
||
|
(56,542
|
)
|
|
(55,175
|
)
|
||
Net non-current tax asset
|
$
|
8,782
|
|
|
$
|
92
|
|
|
|
|
|
||||
Net deferred tax asset
|
$
|
49,744
|
|
|
$
|
29,930
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Tax provision at statutory rate
|
$
|
205,656
|
|
|
$
|
179,933
|
|
|
$
|
152,508
|
|
Tax effect of:
|
|
|
|
|
|
|
|
||||
State income taxes, net of federal tax benefits
|
12,878
|
|
|
10,505
|
|
|
9,502
|
|
|||
Permanent differences
|
(1,832
|
)
|
|
(4,579
|
)
|
|
(2,730
|
)
|
|||
|
$
|
216,702
|
|
|
$
|
185,859
|
|
|
$
|
159,280
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
2,482
|
|
|
$
|
5,898
|
|
|
$
|
5,774
|
|
Additions based on tax positions related to the current year
|
1,104
|
|
|
741
|
|
|
1,358
|
|
|||
Additions for tax positions of prior years
|
280
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(366
|
)
|
|
(3,937
|
)
|
|
(1,234
|
)
|
|||
Reductions due to audit results
|
—
|
|
|
(220
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
3,500
|
|
|
$
|
2,482
|
|
|
$
|
5,898
|
|
|
Percent of Sales
|
|||||||
Product Category:
|
2014
|
|
2013
|
|
2012
|
|||
Livestock and Pet
|
44
|
%
|
|
43
|
%
|
|
42
|
%
|
Hardware, Tools and Truck
|
22
|
|
|
23
|
|
|
23
|
|
Seasonal, Gift and Toy Products
|
20
|
|
|
20
|
|
|
20
|
|
Clothing and Footwear
|
9
|
|
|
9
|
|
|
9
|
|
Agriculture
|
5
|
|
|
5
|
|
|
6
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Item 9
.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A
.
|
Controls and Procedures
|
Item 9B
.
|
Other Information
|
Item 10
.
|
Directors, Executive Officers and Corporate Governance
|
Item 11
.
|
Executive Compensation
|
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 Plans
|
|
4,360,773
|
|
(a)
|
$
|
39.26
|
|
(b)
|
5,348,008
|
|
Employee Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
12,231,977
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,360,773
|
|
|
$
|
39.26
|
|
|
17,579,985
|
|
|
|
TRACTOR SUPPLY COMPANY
|
|
|
|
|
|
Date:
|
February 18, 2015
|
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 18, 2015
|
/s/ Gregory A. Sandfort
Gregory A. Sandfort
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 18, 2015
|
/s/ Cynthia T. Jamison
Cynthia T. Jamison
|
Chairman of the Board
|
|
February 18, 2015
|
/s/ Johnston C. Adams
Johnston C. Adams
|
Director
|
|
February 18, 2015
|
/s/ Peter D. Bewley
Peter D. Bewley
|
Director
|
|
February 18, 2015
|
/s/ Jack C. Bingleman
Jack C. Bingleman
|
Director
|
|
February 18, 2015
|
/s/ Richard W. Frost
Richard W. Frost
|
Director
|
|
February 18, 2015
|
/s/ Keith R. Halbert
Keith R. Halbert
|
Director
|
|
February 18, 2015
|
/s/ George MacKenzie
George MacKenzie
|
Director
|
|
February 18, 2015
|
/s/ Edna K. Morris
Edna K. Morris
|
Director
|
|
February 18, 2015
|
/s/ Mark J. Weikel
Mark J. Weikel
|
Director
|
|
February 18, 2015
|
10.15
|
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).+
|
|
|
10.16
|
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).+
|
|
|
10.17
|
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.)+
|
|
|
10.18
|
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).+
|
|
|
10.19
|
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).+
|
|
|
10.20
|
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).+
|
|
|
10.21
|
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).+
|
|
|
10.22
|
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).+
|
|
|
10.23
|
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).+
|
|
|
10.24
|
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).+
|
|
|
10.25
|
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).+
|
|
|
10.26
|
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).+
|
|
|
10.27
|
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).
|
|
|
10.28
|
First Amendment to Credit Agreement and Increase of Revolving Committed Amount dated May 16, 2014, 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 May 21, 2014, Commission File No. 000-23314, and incorporated herein by reference).
|
|
|
10.29
|
Director Resignation Policy (filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K, filed with the Commission on March 15, 2012, Commission File No. 000-23314, and incorporated herein by reference).
|
|
|
10.30
|
Transition Agreement dated March 10, 2014, by and between Tractor Supply Company and Kimberly D. Vella (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2014, Commission File No. 000-23314, and incorporated herein by reference).+
|
|
|
10.31
|
Form of Amended and Restated Change in Control Agreement for Anthony F. Crudele (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on March 15, 2012, Commission File No. 000-23314, and incorporated herein by reference).+
|
|
|
10.32
|
Form of Change in Control Agreement for each of Benjamin F. Parrish, Jr., Steve K. Barbarick and Lee J. Downing (filed as Exhibit 10.2 to Current Report on Form 8-K, filed with the Commission on March 15, 2012, Commission File No. 000-23314, and incorporated herein by reference).+
|
|
|
10.33
|
Employment Agreement between Tractor Supply Company and Greg A. Sandfort dated October 2, 2012 (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 2, 2012, Commission File No. 000-23314, and incorporated herein by reference).+
|
|
|
10.34*
|
First Amendment to the Tractor Supply Company 2009 Stock Incentive Plan, effective February 4, 2015. +
|
|
|
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
2014
, filed with the SEC on
February 18, 2015
, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at
December 27, 2014
and
December 28, 2013
, (ii) the Consolidated Statements of Income for years ended
December 27, 2014
,
December 28, 2013
, and
December 29, 2012
, (iii) the Consolidated Statements of Cash Flows for years ended
December 27, 2014
,
December 28, 2013
, and
December 29, 2012
, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended
December 27, 2014
,
December 28, 2013
, and
December 29, 2012
, and (v) the Notes to Consolidated Financial Statements.
|
1.
|
Section 2 of the Plan is hereby amended by adding a Section 2(ff) which provides as follows:
|
2.
|
Section 4 of the Plan is hereby amended by adding a Section 4.5 which provides as follows:
|
|
By:
|
/s/ Benjamin F. Parrish, Jr.
|
|
Name:
|
Benjamin F. Parrish, Jr.
|
|
Title:
|
Senior Vice President - General Counsel and Corporate Secretary
|
|
|
|
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
|
TSC SSC Bond, LLC
|
|
Delaware
|
HomeTown Pet, 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 18, 2015
|
/s/ Gregory A. Sandfort
|
|
|
Gregory A. Sandfort
|
|
|
President and Chief Executive Officer
|
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 18, 2015
|
/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.
|