þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 13-3139732 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
200 Powell Place, Brentwood, Tennessee | 37027 | |
Address of principal executive offices | Zip Code |
Title of each class | Name of each exchange on which registered | |
Common Stock, $.008 par value | NASDAQ Global Select Market |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Class | Outstanding at January 26, 2008 | |
Common Stock, $.008 par value | 37,528,371 |
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Exhibit 31.2 | ||||||||
Exhibit 32.1 |
1
2
3
4
5
6
7
8
9
10
11
Table of Contents
Table of Contents
Percent of Sales
Product Category
2007
2006
(a)
2005
(a)
33
%
33
%
31
%
26
26
27
15
15
17
10
9
9
9
10
9
7
7
7
100
%
100
%
100
%
(a)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Name
Position
Age
Chairman of the Board, President and Chief Executive Officer
58
Executive Vice President-Chief Financial Officer and Treasurer
51
Executive Vice President-Chief Merchandising Officer
52
Executive Vice President-Store Operations
56
Senior Vice President-Marketing
48
Senior Vice President-Human Resources
41
Table of Contents
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
Item 5
.
Price Range
2007
2006
High
Low
High
Low
$
54.16
$
44.87
$
67.59
$
48.50
$
57.70
$
49.91
$
66.42
$
46.15
$
53.55
$
44.20
$
55.09
$
38.75
$
49.25
$
35.29
$
54.12
$
43.76
Total Number
of Shares
Maximum Dollar
Purchased as
Value of Shares
Total
Part of Publicly
That May Yet Be
Number of
Average
Announced
Purchased Under
Shares
Price Paid
Plans or
the Plans or
Period
Purchased
Per Share
Programs
Programs
413,492
$
51.59
413,492
$
178,680,012
806,100
52.58
806,100
136,316,595
645,022
48.38
645,022
105,132,103
187,400
45.23
187,400
96,661,473
1,014,173
40.03
1,014,173
56,091,046
150,000
40.32
150,000
50,047,236
1,351,573
40.79
1,351,573
50,047,236
3,216,187
$
46.65
3,216,187
$
50,047,236
Table of Contents
The following graph compares the cumulative total stockholder return on our Common Stock from
December 28, 2002 to December 29, 2007 (the Companys fiscal year-end) with the cumulative total
returns of the S&P 500 Index and the S&P Retail Index over the same period. The comparison assumes
that $100 was invested on December 28, 2002 in our Common Stock and in each of the foregoing
indices. The historical stock price performance shown on this graph is not necessarily indicative
of future performance.
12/28/02
12/27/03
12/25/04
12/31/05
12/30/06
12/29/07
$
100.00
$
207.13
$
191.07
$
281.52
$
237.76
$
188.04
$
100.00
$
125.19
$
138.24
$
142.60
$
162.02
$
168.89
$
100.00
$
142.91
$
174.03
$
174.80
$
191.16
$
157.05
Table of Contents
2007
2006
2005
2004
2003
$
2,703,212
$
2,369,612
$
2,067,979
$
1,738,843
$
1,472,885
852,708
746,146
636,631
522,573
447,120
641,603
555,834
466,167
393,841
329,850
51,064
42,292
34,020
27,186
21,597
160,041
148,020
136,444
101,546
95,673
5,037
2,688
1,632
1,440
3,444
155,004
145,332
134,812
100,106
92,229
58,763
54,324
49,143
36,037
34,647
96,241
91,008
85,669
64,069
57,582
(1,888
)
$
96,241
$
91,008
$
85,669
$
64,069
$
55,694
$
2.45
$
2.27
$
2.19
$
1.68
$
1.55
(0.05
)
$
2.45
$
2.27
$
2.19
$
1.68
$
1.50
$
2.40
$
2.22
$
2.09
$
1.57
$
1.43
(0.05
)
$
2.40
$
2.22
$
2.09
$
1.57
$
1.38
40,100
41,060
40,980
40,689
40,271
31.5
%
31.5
%
30.8
%
30.1
%
30.4
%
23.7
%
23.5
%
22.6
%
22.7
%
22.4
%
5.9
%
6.2
%
6.6
%
5.8
%
6.5
%
3.6
%
3.8
%
4.1
%
3.7
%
3.9
%
676
595
515
463
433
89
82
65
53
31
16
(1
)
(1
)
(1
)
(1
)
(1
)
764
676
595
515
463
Table of Contents
2007
2006
2005
2004
2003
12
15
18
20
18
1
3
5
3
$
83,986
$
90,565
$
78,835
$
92,989
$
49,982
3.4
%
1.6
%
5.7
%
9.9
%
7.0
%
$
3,762
$
3,699
$
3,772
$
3,568
$
3,255
$
43.60
$
43.12
$
42.03
$
39.83
$
38.05
239
238
245
248
237
11,600
9,800
8,700
7,200
6,400
$
312,068
$
316,104
$
240,732
$
219,326
$
181,225
1,057,971
998,258
803,176
661,575
527,944
57,351
2,808
10,739
34,744
21,210
565,337
598,904
477,698
370,584
290,991
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Table of Contents
Table of Contents
Description
Judgments and Uncertainties
We estimate a liability
for sales returns based on
a one-year rolling average
of historical return
trends and we believe that
our estimate for sales
returns is an accurate
reflection of future
returns associated with
past sales. Our
estimation methodologies
have been consistently
applied from year to year,
however, as with any
estimates, refunds
activity may vary from
estimated amounts.
Assumptions
We have not made any
material changes in the
accounting methodology used
to recognize sales returns
in the financial periods
presented.
Table of Contents
Effect if Actual Results Differ From
Description
Judgments and Uncertainties
Assumptions
Our impairment reserve
contains uncertainties
because the calculation
requires management to
make assumptions and to
apply judgment regarding
forecasted consumer
demand, overall aging, the
promotional environment,
historical results and
current inventory loss
trends.
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 29,
2007, would have
affected net
earnings by
approximately
$315,000 in fiscal
2007.
Our shrinkage reserve
contains uncertainties
because the calculation
requires management to
make assumptions and to
apply judgment regarding
historical trends, loss
prevention measures and
new merchandising
strategies.
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 29,
2007, would have
affected net
earnings by
approximately
$810,000 in fiscal
2007.
Table of Contents
Effect if Actual Results Differ From
Description
Judgments and Uncertainties
Assumptions
Our allocation methodology
contains uncertainties
because the calculation
requires management to
make assumptions and to
apply judgment regarding
purchasing activity,
target thresholds and
vendor attrition.
We do not believe
there is a
significant
collectibility risk
related to vendor
support amounts due
us at the end of
fiscal 2007.
Although it is
unlikely that there
will be any
significant
reduction in
historical levels
of vendor support,
if such a reduction
were to occur, the
Company could
experience a higher
inventory balance
and higher cost of
sales.
If a 10% reserve
had been applied
against our
outstanding vendor
support due as of
December 29, 2007,
net earnings would
have been affected
by approximately
$1.1 million.
Table of Contents
Effect if Actual Results Differ From
Description
Judgments and Uncertainties
Assumptions
We estimate the fair
value of our stock
option awards at the
date of grant
utilizing a
Black-Scholes option
pricing model. We
estimate the fair
value of our
market-based
nonvested share
awards at the date of
grant utilizing
average market price
of our stock on the
date of the related
award.
Management reviews
its assumptions and
the valuations
provided by
independent
third-party valuation
advisors to determine
the fair value of
stock-based
compensation awards.
A 10% change in our
stock-based
compensation
expense for the
year ended December
29, 2007, would
have affected net
earnings by
approximately
$659,000.
When estimating our
self-insured
liabilities, we
consider a number of
factors, including
historical claims
experience,
demographic factors,
severity factors and
valuations provided
by independent
third-party
actuaries.
Management reviews
its assumptions and
the valuations
provided by
independent
third-party actuaries
to determine the adequacy of our
self-insured
liabilities.
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.
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 or gains
that could be
material.
A 10% change in our
insurance reserves
at December 29,
2007, would have
affected net
earnings by
approximately $1.3
million in fiscal
2007.
Table of Contents
Effect if Actual Results Differ From
Description
Judgments and Uncertainties
Assumptions
While we believe we
reasonably enforce
sales tax compliance
with our customers
and endeavor to fully
comply with all
applicable sales tax
regulations, there
can be no assurance
that we, upon final
completion of such
audits, would not
have a significant
liability for
disallowed
exemptions.
Our sales tax audit
reserve contains
uncertainties because
management is required to
make assumptions and to
apply judgment regarding
the regulatory support for
SKU-specific
agricultural-based
exemptions, ambiguity in
state tax regulations,
and the level of
exemptions support
required by applicable
states.
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 for current
audits. 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 liability
reserve at December
29, 2007, would
have affected net
earnings by
approximately
$350,000 in fiscal
2007.
Effective December
31, 2006, we adopted
FASB Interpretation
(FIN) No. 48,
Accounting for
Uncertainty in Income
Taxes, an
Interpretation of
FASB Statement
No. 109.
Accordingly, we
recognize a liability
for certain tax
benefits that do not
meet the minimum
requirements for
recognition in the
financial statements.
See Note 10.
Our effective income tax
rate is also affected by
changes in tax law, the
tax jurisdiction of new
stores or business
ventures, the level of
earnings and the results
of tax audits.
Although management
believes that the
judgments and
estimates discussed
herein are
reasonable, actual
results could
differ, and we may
be exposed to
losses or gains
that could be
material.
To the extent we
prevail in matters
for which reserves
have been
established, or are
required to pay
amounts in excess
of our reserves,
our effective
income tax rate in
a given financial
statement period
could be materially
affected. An
unfavorable tax
settlement would
require use of our
cash and would
result in an
increase in our
effective income
tax rate in the
period of
resolution. A
favorable tax
settlement would be
recognized as a
reduction in our
effective income
tax rate in the
period of
resolution.
A 10% change in our
unrecognized tax
benefit reserve at
December 29, 2007
would have affected
net earnings by
approximately
$265,000 in fiscal
2007.
Table of Contents
Effect if Actual Results Differ From
Description
Judgments and Uncertainties
Assumptions
In the fourth quarter
of fiscal 2007, we
completed our annual
impairment testing of
goodwill using the
methodology described
herein, and
determined there was
no impairment.
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 test for
impairment losses
on goodwill.
However, if actual
results are not
consistent with our
estimates or
assumptions, we may
be exposed to an
impairment charge
that could be
material.
When evaluating
long-lived assets for
potential impairment,
we first compare the
carrying value of the
asset to the assets
estimated future cash
flows (undiscounted
and without interest
charges). 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
assets estimated
fair value, which may
be based on estimated
future cash flows
(discounted and with
interest charges). We
recognize an
impairment loss if
the amount of the
assets carrying
value exceeds the
assets 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 useful life
of that asset.
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.
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.
Table of Contents
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Total
$
559,832
$
790,929
$
629,199
$
723,252
$
2,703,212
168,180
250,424
198,647
235,457
852,708
8,980
71,108
29,669
50,284
160,041
4,999
43,757
17,468
30,017
96,241
$
0.12
$
1.10
$
0.45
$
0.79
$
2.45
$
0.12
$
1.08
$
0.44
$
0.77
$
2.40
8.5
%
1.0
%
1.9
%
3.8
%
3.4
%
$
465,547
$
714,944
$
559,222
$
629,899
$
2,369,612
141,995
224,507
174,919
204,725
746,146
1,741
68,931
29,103
48,245
148,020
525
42,927
18,059
29,497
91,008
$
0.01
$
1.07
$
0.45
$
0.73
$
2.27
$
0.01
$
1.05
$
0.44
$
0.72
$
2.22
3.7
%
0.5
%
2.4
%
0.5
%
1.6
%
(1)
Table of Contents
2007
2006
2005
100.0
%
100.0
%
100.0
%
68.5
68.5
69.2
31.5
31.5
30.8
23.7
23.5
22.6
1.9
1.8
1.6
5.9
6.2
6.6
0.2
0.1
0.1
5.7
6.1
6.5
2.1
2.3
2.4
3.6
%
3.8
%
4.1
%
Table of Contents
Table of Contents
2007
2006
Variance
$
13.7
$
26.4
$
(12.7
)
636.0
594.9
41.1
41.9
37.0
4.9
0.3
11.3
(11.0
)
691.9
669.6
22.3
$
258.3
$
229.2
$
29.1
115.6
111.7
3.9
5.1
11.5
(6.4
)
0.8
1.1
(0.3
)
379.8
353.5
26.3
$
312.1
$
316.1
$
(4.0
)
Table of Contents
2007
2006
2005
$
155.0
$
87.5
$
104.5
(82.6
)
(80.8
)
(90.7
)
(85.1
)
10.1
(16.2
)
$
(12.7
)
$
16.8
$
(2.4
)
Table of Contents
2007
2006
Variance
$
96.2
$
91.0
$
5.2
51.1
42.3
8.8
10.6
9.7
0.9
7.0
(3.5
)
10.5
(11.9
)
(78.7
)
66.8
4.3
8.8
(4.5
)
(6.5
)
10.1
(16.6
)
4.2
7.8
(3.6
)
$
155.0
$
87.5
$
67.5
2006
2005
Variance
$
91.0
$
85.7
$
5.3
12.5
(12.5
)
42.3
34.0
8.3
9.7
9.7
(3.5
)
(12.7
)
9.2
(78.7
)
(29.6
)
(49.1
)
8.8
12.8
(4.0
)
10.1
1.4
8.7
7.8
0.4
7.4
$
87.5
$
104.5
$
(17.0
)
2007
2006
2005
$
38,119
$
54,111
$
40,525
6,790
18,276
20,214
11,424
3,280
2,302
19,585
17,377
13,336
6,612
144
602
689
$
83,986
$
90,565
$
78,835
Table of Contents
Payment Due by Period
Total
Contractual
Less than
More than
Obligations
1 year
1-3 years
4-5 years
5 years
$
55,000
$
$
$
55,000
$
1,205,020
126,419
239,516
217,675
621,410
5,242
1,040
1,222
336
2,644
13,226
10,712
2,514
$
1,278,488
$
138,171
$
243,252
$
273,011
$
624,054
(1)
(2)
(3)
Table of Contents
Table of Contents
Table of Contents
Page
33
34
35
36
37
38
Table of Contents
on Internal Control Over Financial Reporting
Tractor Supply Company
February 25, 2008
Table of Contents
February 25, 2008
Table of Contents
Fiscal Year
2007
2006
2005
$
2,703,212
$
2,369,612
$
2,067,979
1,850,504
1,623,466
1,431,348
852,708
746,146
636,631
641,603
555,834
466,167
51,064
42,292
34,020
160,041
148,020
136,444
5,037
2,688
1,632
155,004
145,332
134,812
58,763
54,324
49,143
$
96,241
$
91,008
$
85,669
$
2.45
$
2.27
$
2.19
$
2.40
$
2.22
$
2.09
Table of Contents
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
Dec. 29,
Dec. 30,
2007
2006
$
13,700
$
26,393
635,988
594,851
41,959
37,007
277
11,360
691,924
669,611
23,151
19,495
279,313
248,063
175,941
146,128
61,732
46,853
10,006
15,404
550,143
475,943
(217,215
)
(174,339
)
332,928
301,604
10,258
10,288
16,692
10,779
6,169
5,976
$
1,057,971
$
998,258
$
258,346
$
229,171
115,601
111,721
847
1,065
5,062
11,550
379,856
353,507
55,000
2,351
2,808
30,886
24,399
24,541
18,640
492,634
399,354
326
322
151,317
129,249
(150,049
)
(22
)
563,743
469,355
565,337
598,904
$
1,057,971
$
998,258
Table of Contents
Accumulated
Additional
Other
Total
Common
Paid-in
Treasury
Retained
Comprehensive
Stockholders
Stock
Capital
Stock
Earnings
Income (Loss)
Equity
$
306
$
77,600
$
$
292,678
$
$
370,584
1,648
1,648
9
7,282
7,291
12,517
12,517
(11
)
(11
)
85,669
85,669
315
99,047
378,347
(11
)
477,698
1
1,930
1,931
6
8,136
8,142
9,664
9,664
10,472
10,472
(11
)
(11
)
91,008
91,008
322
129,249
469,355
(22
)
598,904
(1,853
)
(1,853
)
1
1,844
1,845
3
5,586
5,589
10,620
10,620
4,018
4,018
(150,049
)
(150,049
)
22
22
96,241
96,241
$
326
$
151,317
$
(150,049
)
$
563,743
$
$
565,337
Table of Contents
Fiscal Year
2007
2006
2005
$
96,241
$
91,008
$
85,669
12,517
51,064
42,292
34,020
30
(1,606
)
(1,824
)
10,620
9,664
7,047
(3,530
)
(12,735
)
(41,137
)
(134,100
)
(71,302
)
(4,557
)
57
(7,097
)
29,175
55,393
41,704
4,339
8,757
12,817
(6,488
)
10,129
1,421
8,687
9,486
9,282
155,021
87,550
104,472
(83,547
)
(88,894
)
(77,507
)
974
8,810
4,413
(17,603
)
(746
)
(82,573
)
(80,830
)
(90,697
)
1,050,931
394,404
242,992
(995,931
)
(402,616
)
(267,059
)
3,149
9,456
(675
)
(1,228
)
(1,094
)
(150,049
)
7,434
10,073
8,939
(85,141
)
10,089
(16,222
)
(12,693
)
16,809
(2,447
)
26,393
9,584
12,031
$
13,700
$
26,393
$
9,584
$
3,953
$
2,822
$
1,715
54,939
36,898
47,191
$
439
$
1,671
$
1,328
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Life
30 35 years
5 15 years
5 10 years
3 5 years
Table of Contents
Table of Contents
Table of Contents
2005
$
85,669
(3,943
)
$
81,726
$
2.19
$
2.09
$
2.09
$
2.00
Table of Contents
Fiscal Year
2007
2006
2005
38.1 41.7
%
48.4
%
48.1
%
4.1 5.0
%
4.6
%
3.8
%
4.1 5.4
7.3
7.1
1.4 8.0
%
8.1
%
21.8
%
0.0
%
0.0
%
0.0
%
(a)
Table of Contents
Weighted
Weighted
Average
Aggregate
Average
Remaining
Intrinsic
Exercise
Contractual
Value
Options
Price
Term
(
in thousands)
3,479,494
$
12.28
449,100
37.31
(1,089,011
)
6.67
(66,305
)
25.10
2,773,278
$
18.24
498,150
61.51
(809,929
)
10.05
(70,138
)
42.52
2,391,361
$
29.32
6.5
$
45,301
579,666
46.78
(371,823
)
15.03
(310,878
)
49.62
2,288,326
$
33.31
6.4
$
22,485
1,373,737
$
23.50
5.0
$
22,485
2007
2006
2005
$
46.15
$
61.07
$
36.97
$
19.39
$
35.59
$
20.84
473,748
463,150
399,100
$
$
67.40
$
40.03
$
$
21.81
$
16.10
35,000
50,000
(a)
Table of Contents
2007
$
58.87
$
0.93
55,668
$
39.11
$
2.16
50,250
2007
2006
2005
$
16.15
$
34.61
$
20.33
$
10,748
$
5,578
$
8,304
$
12,075
$
37,241
$
41,662
Restricted Shares
Shares
Grant Date
Fair Value
$
2,480
64.45
2,480
64.45
68,889
46.01
7,500
46.17
63,869
$
46.71
Table of Contents
$
4,300
803
1,500
2,142
10,258
(1,400
)
$
17,603
Table of Contents
Capital
Operating
Leases
Leases
$
1,040
$
126,419
710
122,408
512
117,108
198
112,219
138
105,456
2,644
621,410
5,242
$
1,205,020
(2,044
)
3,198
(847
)
$
2,351
2007
2006
$
1,581
$
1,581
4,275
4,306
(2,860
)
(2,156
)
$
2,996
$
3,731
Table of Contents
2007
2006
2005
$
96,241
$
91,008
$
85,669
22
(11
)
(11
)
$
96,263
$
90,997
$
85,658
2007
Net
Per Share
Income
Shares
Amount
$
96,241
39,220
$
2.45
880
(0.05
)
$
96,241
40,100
$
2.40
2006
Net
Per Share
Income
Shares
Amount
$
91,008
40,016
$
2.27
1,044
(0.05
)
$
91,008
41,060
$
2.22
2005
Net
Per Share
Income
Shares
Amount
$
85,669
39,062
$
2.19
1,918
(0.10
)
$
85,669
40,980
$
2.09
Table of Contents
2007
2006
2005
$
49,395
$
54,022
$
56,917
2,321
3,832
4,961
51,716
57,854
61,878
4,449
(2,525
)
(10,513
)
2,598
(1,005
)
(2,222
)
7,047
(3,530
)
(12,735
)
$
58,763
$
54,324
$
49,143
2007
2006
$
7,696
$
6,485
7,670
7,803
5,367
10,463
20,733
24,751
(20,332
)
(13,273
)
(124
)
(118
)
(20,456
)
(13,391
)
$
277
$
11,360
$
978
$
923
12,857
10,088
5,677
3,453
2,650
1,359
22,162
15,823
(4,755
)
(4,225
)
(618
)
(636
)
(97
)
(183
)
(5,470
)
(5,044
)
$
16,692
$
10,779
2007
2006
2005
$
54,252
$
50,867
$
47,173
3,205
1,837
1,780
1,306
1,620
190
$
58,763
$
54,324
$
49,143
Table of Contents
$
3,558
812
278
(377
)
(35
)
$
4,236
Table of Contents
Table of Contents
Table of Contents
57
58
59
60
61
62
63
64
Number of Securities to be
Weighted Average
Issued Upon Exercise of
Exercise Price of
Number of Securities
Outstanding Options,
Outstanding Options,
Remaining Available
Plan Category
Warrants, and Rights
Warrants and Rights
for Future Issuance
537,969
$
41.19
2,189,432
1,468,864
32.39
345,362
19.43
3,299,403
2,352,195
$
32.50
5,488,835
(1)
(2)
Table of Contents
(a) (1)
(a) (2)
(a) (3)
Table of Contents
TRACTOR SUPPLY COMPANY
Date: February 27, 2008
By:
/s/ Anthony F. Crudele
Anthony F. Crudele
Executive Vice President Chief Financial
Officer and Treasurer
Signature
Title
Date
/s/ Anthony F. Crudele
Executive Vice President
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
February 27, 2008
/s/ James F. Wright
Chairman of the Board, President
and Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2008
/s/ John Adams
Director
February 27, 2008
/s/ William Bass
Director
February 27, 2008
/s/ Jack C. Bingleman
Director
February 27, 2008
/s/ S.P. Braud
Director
February 27, 2008
/s/ Richard W. Frost
Director
February 27, 2008
/s/ Cynthia T. Jamison
Director
February 27, 2008
/s/ Gerard E. Jones
Director
February 27, 2008
/s/ George MacKenzie
Director
February 27, 2008
/s/ Edna K. Morris
Director
February 27, 2008
/s/ Joe M. Rodgers
Director
February 27, 2008
Table of Contents
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
10.1
10.2
10.3
10.4
Table of Contents
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Table of Contents
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
Table of Contents
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
Table of Contents
10.40*
10.41*
10.42*
10.43*
10.44*
10.45*
10.46*
23.1*
31.1*
31.2*
32.1*
*
+
Tractor Supply Company | James F. Wright | |||||||
|
||||||||
By:
|
/s/ Anthony F. Crudele
|
/s/ James F. Wright
|
Tractor Supply Company | Anthony F. Crudele | |||||||
|
||||||||
By:
|
/s/ James F. Wright
|
/s/ Anthony F. Crudele
|
Tractor Supply Company | Stanley L. Ruta | |||||||
|
||||||||
By:
|
/s/ James F. Wright
|
/s/ Stanley L. Ruta
|
Tractor Supply Company | Blake A. Fohl | |||||||
|
||||||||
By:
|
/s/ James F. Wright
|
/s/ Blake A. Fohl
|
Tractor Supply Company | Kimberly D. Vella | |||||||
|
||||||||
By:
|
/s/ James F. Wright
|
/s/ Kimberly D. Vella
|
% of Shares | Cumulative | |||||||
Becoming | % of Shares | |||||||
On and After | Exercisable | Exercisable | ||||||
Vesting Date = Grant Date Plus 1 year
|
33-1/3 | % | 33-1/3 | % | ||||
Vesting Date = Grant Date Plus 2 years
|
33-1/3 | % | 66-2/3 | % | ||||
Vesting Date = Grant Date Plus 3 years
|
33-1/3 | % | 100.0 | % | ||||
|
||||||||
Through
Expiration Date = Grant Date Plus 10 years
|
100.0 | % |
1
2
3
4
TRACTOR SUPPLY COMPANY | OPTIONEE: | |||||||
|
||||||||
By:
|
||||||||
|
||||||||
Current Address: | ||||||||
|
||||||||
|
Address: | please print | ||||||
|
||||||||
|
||||||||
5
6
Grant Date | Vested Shares Available | Shares To Be Exercised | ||
|
(Print) | |||||
|
||||||
|
Address: | |||||
|
||||||
|
||||||
Signature
|
Date | |||||||||
|
|
|
||||||||
|
||||||||||
Printed
|
|
7
2
3
2
ADMINISTRATIVE AGENT: |
BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent |
|||||
|
||||||
|
By: | /s/ Anne M. Zeschke | ||||
|
||||||
|
Name: | Anne M. Zeschke | ||||
|
Title: | Assistant Vice President | ||||
|
||||||
LENDERS : | BANK OF AMERICA, N.A. | |||||
|
||||||
|
By: | /s/ Lisa B. Barksdale | ||||
|
||||||
|
Name: | Lisa B. Barksdale | ||||
|
Title: | Senior Vice President | ||||
|
||||||
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | ||||||
|
||||||
|
By: | /s/ Robert Mendota | ||||
|
||||||
|
Name: | Robert Mendota | ||||
|
Title: | Vice President | ||||
|
||||||
U.S. BANK NATIONAL ASSOCIATION | ||||||
|
||||||
|
By: | /s/ John Chapman | ||||
|
||||||
|
Name: | John Chapman | ||||
|
Title: | Vice President | ||||
|
||||||
REGIONS BANK | ||||||
|
||||||
|
By: | /s/ Scott Corley | ||||
|
||||||
|
Name: | Scott Corley | ||||
|
Title: | Senior Vice President | ||||
|
||||||
WACHOVIA BANK, NATIONAL ASSOCIATIO | ||||||
|
||||||
|
By: | /s/ Hal Clemmer | ||||
|
||||||
|
Name: | Hal Clemmer | ||||
|
Title: | Senior Vice President | ||||
|
||||||
FIFTH THIRD BANK | ||||||
|
||||||
|
By: | /s/ John K. Perez | ||||
|
||||||
|
Name: | John K. Perez | ||||
|
Title: | Vice President | ||||
|
3
SUNTRUST BANK | ||||||
|
||||||
|
By: | /s/ Michael J. Vegh | ||||
|
||||||
|
Name: | Michael J. Vegh | ||||
|
Title: | Vice President | ||||
|
||||||
NATIONAL CITY BANK | ||||||
|
||||||
|
By: | /s/ Kelly Curtin | ||||
|
||||||
|
Name: | Kelly Curtin | ||||
|
Title: | Assistant Vice President | ||||
|
||||||
BRANCH BANKING AND TRUST | ||||||
|
||||||
|
By: | /s/ Natalie Ruggiero | ||||
|
||||||
|
Name: | Natalie Ruggiero | ||||
|
Title: | Vice President |
4
Lender
Commitment
Applicable Percentage
$
65,000,000
18.571428571
%
$
50,000,000
14.285714286
%
$
50,000,000
14.285714286
%
$
50,000,000
14.285714286
%
$
50,000,000
14.285714286
%
$
25,000,000
7.142857143
%
$
20,000,000
5.714285714
%
$
20,000,000
5.714285714
%
$
20,000,000
5.714285714
%
$
350,000,000
100.000000000
%
TO:
|
BANK OF AMERICA, N.A., as Administrative Agent
IL1-231-10-41 231 South LaSalle Street Chicago, Illinois 60604 |
|
|
||
RE:
|
Credit Agreement dated as of February 22, 2007 among Tractor Supply Company (the Borrower), the Subsidiary Guarantors, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the Credit Agreement; all capitalized terms used herein and not otherwise defined shall have the meanings provided in the Credit Agreement) | |
|
||
DATE :
|
, |
TRACTOR SUPPLY COMPANY, a Delaware corporation | ||||||
|
||||||
|
By: | |||||
|
Name: |
|
||||
|
Title: |
|
||||
|
|
2
1. |
Fixed Charge Coverage Ratio
|
|||||||
|
||||||||
(a) Consolidated EBITDAR
|
$ | |||||||
|
||||||||
(b) cash Consolidated Interest Expense
|
$ | |||||||
|
||||||||
|
||||||||
(c) Consolidated Rental Expense
|
$ | |||||||
|
||||||||
|
||||||||
(d) [(b) + (c)]
|
$ | |||||||
|
||||||||
|
||||||||
(e) Fixed Charge Coverage
Ratio [(a) / (d)]
|
:1.0 | |||||||
|
||||||||
|
||||||||
2. |
Leverage Ratio
|
|||||||
|
||||||||
a) Funded Indebtedness of the
Consolidated Parties
|
$ | |||||||
|
||||||||
|
||||||||
(b) Consolidated Rental Expense times six
|
$ | |||||||
|
||||||||
|
||||||||
(c) [(a) + (b)]
|
$ | |||||||
|
||||||||
|
||||||||
(d) Consolidated EBITDAR
|
$ | |||||||
|
||||||||
|
||||||||
(e) Leverage Ratio
[(c) / (d)]
|
:1.0 | |||||||
|
(1) |
Registration Statement on Form S-8 (File No. 333-10699) pertaining to the Tractor Supply
Company 1996 Associate Stock Purchase Plan,
|
|
(2) |
Registration Statement on Form S-3 (File No. 333-35317) pertaining to the Tractor Supply
Company Restated 401(k) Retirement Plan,
|
|
(3) |
Registration Statement on Form S-8 (File No. 333-80619) pertaining to the Tractor Supply
Company 1994 Stock Option Plan,
|
|
(4) |
Registration Statement on Form S-8 (File No. 333-102768) pertaining to the Tractor Supply
Company 2000 Stock Incentive Plan, and
|
|
(5) |
Registration Statement on Form S-8 (File No. 333-136502) pertaining to the Tractor Supply
Company 2006 Stock Incentive Plan;
|
1. |
I have reviewed this annual report on Form 10-K of Tractor Supply Company;
|
|
2. |
Based on my knowledge, this annual 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 annual report;
|
|
3. |
Based on my knowledge, the financial statements and other financial information included in
this annual 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
annual report;
|
|
4. |
The registrants other certifying officer 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 annual 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 registrants 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 annual report any change in the registrants
internal control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants 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 registrants 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 registrants internal control over
financial reporting.
|
Date: February 27, 2008 | /s/ James F. Wright. | |||
James F. Wright | ||||
Chairman of the Board,
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 annual 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 annual report;
|
|
3. |
Based on my knowledge, the financial statements and other financial information included in
this annual 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
annual report;
|
|
4. |
The registrants other certifying officer 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 annual report is being prepared;
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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;
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c) |
Evaluated the effectiveness of the registrants 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
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d) |
Disclosed in this annual report any change in the registrants
internal control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting; and
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5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
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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 registrants ability to record, process, summarize and
report financial information; and
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b) |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.
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Date: February 27, 2008 | /s/ Anthony F. Crudele | |||
Anthony F. Crudele | ||||
Executive Vice President -
Chief Financial Officer and Treasurer |
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(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
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(2) |
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
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/s/ James F. Wright
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Chairman of the Board, President and Chief
Executive Officer
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/s/ Anthony F. Crudele
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Anthony F. Crudele
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Executive Vice President Chief Financial Officer and Treasurer
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