Tractor Supply (TSCO) 10-Q5 May 222022 Q1 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	3 Months Ended
Cover - shares	Mar. 26, 2022	Apr. 23, 2022
Cover [Abstract]
Document Type	10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	true
Document Period End Date	Mar. 26, 2022
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	false
Entity File Number	000-23314
Entity Registrant Name	TRACTOR SUPPLY CO /DE/
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3139732
Entity Address, Street Address	5401 Virginia Way
Entity Address, City	Brentwood
Entity Address, State	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	440-4000
Title of 12(b) Security	Common Stock, $0.008 par value
Trading Symbol	TSCO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0000916365
Entity Common Stock, Shares Outstanding		111,881,628
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 26, 2022	Dec. 25, 2021	Mar. 27, 2021
Current assets:
Cash and cash equivalents	$ 405,432	$ 878,030	$ 1,149,930
Inventories	2,568,179	2,191,192	2,084,677
Prepaid expenses and other current assets	185,634	164,118	146,227
Income taxes receivable	9,030	17,100	0
Total current assets	3,168,275	3,250,440	3,380,834
Property and equipment, net	1,655,750	1,617,806	1,287,004
Operating lease right-of-use assets	2,744,095	2,785,858	2,589,418
Goodwill and other intangible assets	55,520	55,520	55,520
Deferred Tax Assets, Deferred Income	0	2,437	11,428
Other assets	63,168	55,406	35,475
Total assets	7,686,808	7,767,467	7,359,679
Current liabilities:
Accounts payable	1,341,645	1,155,630	1,181,924
Accrued employee compensation	49,124	109,618	68,102
Other accrued expenses	445,079	474,412	377,777
Current portion of long-term debt		0	0
Current portion of finance lease liabilities	4,042	3,897	4,674
Current portion of operating lease liabilities	359,774	321,285	303,222
Income taxes payable	0	0	40,226
Total current liabilities	2,199,664	2,064,842	1,975,925
Long-term debt	986,896	986,382	984,838
Finance lease liabilities, less current portion	36,649	32,848	31,890
Operating lease liabilities, less current portion	2,529,605	2,574,882	2,399,246
Deferred Income Tax Liabilities, Net	37,487	0	0
Other long-term liabilities	106,485	105,848	115,481
Total liabilities	5,896,786	5,764,802	5,507,380
Stockholders’ equity:
Preferred stock	0	0	0
Common stock	1,413	1,411	1,409
Additional paid-in capital	1,204,294	1,210,512	1,154,451
Treasury stock	(4,452,026)	(4,155,846)	(3,610,362)
Accumulated other comprehensive income/(loss)	7,338	1,345	(1,118)
Retained earnings	5,029,003	4,945,243	4,307,919
Total stockholders’ equity	1,790,022	2,002,665	1,852,299
Total liabilities and stockholders’ equity	$ 7,686,808	$ 7,767,467	$ 7,359,679

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 26, 2022	Dec. 25, 2021	Mar. 27, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 1	$ 1	$ 1
Preferred Stock, Shares Authorized	40,000	40,000	40,000
Preferred Stock, Shares Issued	0	0	0
Common Stock, Par or Stated Value Per Share	$ 0.008	$ 0.008	$ 0.008
Common Stock, Shares Authorized	400,000,000	400,000,000	400,000,000
Common Stock, Shares, Issued	176,679,000	176,371,000	176,069,000
Common Stock, Shares, Outstanding	112,075,000	113,125,000	115,587,000
Treasury Stock, Shares	64,604,000	63,246,000	60,482,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 26, 2022	Mar. 27, 2021
Income Statement [Abstract]
Net sales	$ 3,024,132	$ 2,792,336
Cost of merchandise sold	1,967,623	1,808,556
Gross profit	1,056,509	983,780
Selling, general and administrative expenses	734,577	693,190
Depreciation and amortization	77,646	60,054
Operating income	244,286	230,536
Interest expense, net	7,069	7,221
Income before income taxes	237,217	223,315
Income tax expense	49,990	41,961
Net income	$ 187,227	$ 181,354
Net income per share – basic	$ 1.66	$ 1.56
Net income per share – diluted	$ 1.65	$ 1.55
Weighted average shares outstanding:
Basic	112,531	116,153
Diluted	113,504	117,227
Dividends declared per common share outstanding	$ 0.92	$ 0.52

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2022	Mar. 27, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 187,227	$ 181,354
Change in fair value of interest rate swaps, net of taxes	5,993	2,125
Total other comprehensive income	5,993	2,125
Total comprehensive income	$ 193,220	$ 183,479

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accum. Other Comp. Income	Retained Earnings
Beginning balance, shares outstanding (in shares) at Dec. 26, 2020		116,246
Beginning balance, Stockholders' equity at Dec. 26, 2020	$ 1,923,840	$ 1,401	$ 1,095,500	$ (3,356,953)	$ (3,243)	$ 4,187,135
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issuance under stock award plans & ESPP (in shares)		941
Common stock issuance under stock award plans & ESPP	58,708	$ 8	58,700
Share-based compensation	12,318		12,318
Repurchase of shares to satisfy tax obligations	(12,067)		(12,067)
Repurchase of common stock, shares (in shares)		(1,600)
Repurchase of common stock	(253,409)			(253,409)
Dividends paid	(60,570)					(60,570)
Change in fair value of interest rate swaps, net of taxes	2,125				2,125
Net income	181,354					181,354
Ending balance, shares outstanding (in shares) at Mar. 27, 2021		115,587
Ending balance, Stockholders' equity at Mar. 27, 2021	1,852,299	$ 1,409	1,154,451	(3,610,362)	(1,118)	4,307,919
Beginning balance, shares outstanding (in shares) at Dec. 25, 2021		113,125
Beginning balance, Stockholders' equity at Dec. 25, 2021	2,002,665	$ 1,411	1,210,512	(4,155,846)	1,345	4,945,243
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issuance under stock award plans & ESPP (in shares)		308
Common stock issuance under stock award plans & ESPP	7,910	$ 2	7,908
Share-based compensation	12,316		12,316
Repurchase of shares to satisfy tax obligations	(26,442)		(26,442)
Repurchase of common stock, shares (in shares)		(1,358)
Repurchase of common stock	(296,180)			(296,180)
Dividends paid	(103,467)					(103,467)
Change in fair value of interest rate swaps, net of taxes	5,993				5,993
Net income	187,227					187,227
Ending balance, shares outstanding (in shares) at Mar. 26, 2022		112,075
Ending balance, Stockholders' equity at Mar. 26, 2022	$ 1,790,022	$ 1,413	$ 1,204,294	$ (4,452,026)	$ 7,338	$ 5,029,003

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 26, 2022	Mar. 27, 2021	Sep. 25, 2021
Cash flows from operating activities:
Net income	$ 187,227	$ 181,354
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,646	60,054
Loss on disposition of property and equipment	326	108
Share-based compensation expense	12,316	12,318
Deferred income taxes	39,924	20,158
Change in assets and liabilities:
Inventories	(376,987)	(301,407)
Prepaid expenses and other current assets	(21,516)	(12,568)
Accounts payable	186,015	205,828
Accrued employee compensation	(60,494)	(51,599)
Other accrued expenses	(28,463)	55,305
Income taxes	8,070	20,288
Other	35,002	(12,722)
Net cash provided by operating activities	59,066	177,117
Cash flows from investing activities:
Capital expenditures	(112,387)	(100,741)
Proceeds from sale of property and equipment	99	222
Net cash used in investing activities	(112,288)	(100,519)
Cash flows from financing activities:
Principal payments under finance lease liabilities	(1,197)	(1,086)
Repurchase of shares to satisfy tax obligations	(26,442)	(12,067)
Repurchase of common stock	(296,180)	(253,409)	$ (296,180)
Net proceeds from issuance of common stock	7,910	58,708
Cash dividends paid to stockholders	(103,467)	(60,570)
Net cash used in financing activities	(419,376)	(268,424)
Net decrease in cash and cash equivalents	(472,598)	(191,826)
Cash and cash equivalents at beginning of period	878,030	1,341,756	$ 1,341,756
Cash and cash equivalents at end of period	405,432	1,149,930
Cash paid during the period for:
Interest	4,404	4,216
Income taxes	3,897	2,071
Supplemental disclosures of non-cash activities:
Non-cash accruals for property and equipment	23,538	10,301
Increase of operating lease assets and liabilities from new or modified leases	37,694	238,494
Increase of finance lease assets and liabilities from new or modified leases	$ 5,143	$ 0

General

General	3 Months Ended
General	Mar. 26, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	General: Nature of Business Founded in 1938, Tractor Supply Company (the “Company,” "Tractor Supply," “we,” “our,” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”). The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “ Out Here ” lifestyle). The Company's stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company also owns and operates Petsense, LLC ("Petsense"), a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services. At March 26, 2022, the Company operated a total of 2,181 retail stores in 49 states (2,003 Tractor Supply retail stores and 178 Petsense retail stores) and also offered an expanded assortment of products through the Tractor Supply mobile application and online at TractorSupply.com and Petsense.com . On February 17, 2021, the Company announced that it entered into an agreement to acquire all of the outstanding equity interests of Orscheln Farm and Home, LLC, a farm and ranch retailer with 167 retail stores in 11 states, in an all-cash transaction for approximately $320 million. The acquisition is conditioned on the receipt of regulatory clearance and satisfactory completion of customary closing conditions. The Company continues to work collaboratively with the Federal Trade Commission on the transaction. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 25, 2021. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. COVID-19 Pandemic The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant. New Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope." This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Inter-Bank Offer Rate ("LIBOR") related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
Fair Value of Financial Instruments	Mar. 26, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and interest rate swaps. Due to their short-term nature, the carrying values of cash and cash equivalents, short-term receivables, and trade payables approximate current fair value at each balance sheet date. As described in further detail in Note 5 to the Condensed Consolidated Financial Statements, the Company had $1.00 billion in borrowings under its debt facilities at each of March 26, 2022, December 25, 2021, and March 27, 2021. Based on market interest rates (Level 2 inputs), the carrying value of borrowings in our debt facilities approximates fair value for each period reported. The fair value of the Company’s interest rate swaps is determined based on the present value of expected future cash flows using forward rate curves (a Level 2 input). The fair value of the interest rate swaps, excluding accrued interest, was a net asset of $9.9 million and $1.8 million at March 26, 2022 and December 25, 2021, respectively, and a net liability of $1.5 million at March 27, 2021. In accordance with hedge accounting, the gains and losses on interest rate swaps that are designated and qualify as cash flow hedges are recorded as a component of Other Comprehensive Income, net of related income taxes, and reclassified into earnings in the same income statement line and period during which the hedged transactions affect earnings.

Share Based Compensation

Share Based Compensation	3 Months Ended
Share Based Compensation	Mar. 26, 2022
Share-based Payment Arrangement, Noncash Expense [Abstract]
Share Based Compensation	Share-Based Compensation: Share-based compensation includes stock options, restricted stock units, performance-based restricted share units, and transactions under our Employee Stock Purchase Plan (the “ESPP”). Share-based compensation expense is recognized based on grant date fair value of all stock options, restricted stock units, and performance-based restricted share units plus a 15% discount on shares purchased by employees as a part of the ESPP. The discount under the ESPP represents the difference between the purchase date market value and the employee’s purchase price. There were no significant modifications to the Company’s share-based compensation plans during the fiscal three months ended March 26, 2022. Share-based compensation expense was $12.3 million for each of the first quarter of fiscal 2022 and fiscal 2021. Stock Options The following table summarizes information concerning stock option grants during the first three months of fiscal 2022: Fiscal Three Months Ended March 26, 2022 Stock options granted 135,268 Weighted average exercise price $ 221.95 Weighted average grant date fair value per option $ 49.92 As of March 26, 2022, total unrecognized compensation expense related to non-vested stock options was approximately $13.4 million with a remaining weighted average expense recognition period of 2.3 years. Restricted Stock Units and Performance-Based Restricted Share Units The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first three months of fiscal 2022: Fiscal Three Months Ended March 26, 2022 Restricted stock units granted 161,524 Weighted average grant date fair value per share - Restricted stock units $ 213.60 Performance-based restricted share units granted (a) 50,620 Weighted average grant date fair value per share - Performance-based restricted share units $ 225.15 (a) Assumes 100% target level achievement of the relative performance targets. In the first three months of fiscal 2022, the Company granted performance-based restricted share unit awards that are subject to the achievement of specified performance goals. The performance metrics for the units are growth in net sales and growth in earnings per diluted share and also include a relative total shareholder return modifier. The number of performance-based restricted share units presented in the foregoing table represent the shares that can be achieved at the performance metric target value. The actual number of shares that will be issued under the performance-based restricted share unit awards, which may be higher or lower than the target, will be determined by the level of achievement of the performance goals and the relative total shareholder return modifier. If the performance targets are achieved, the units will be issued based on the achievement level, inclusive of the relative total shareholder return modifier, and the grant date fair value and will cliff vest in full on the third anniversary of the date of the grant, subject to continued employment. As of March 26, 2022, total unrecognized compensation expense related to non-vested restricted stock units and non-vested performance-based restricted share units was approximately $88.1 million with a remaining weighted average expense recognition period of 2.3 years.

Net Income Per Share

Net Income Per Share	3 Months Ended
Net Income Per Share	Mar. 26, 2022
Earnings Per Share [Abstract]
Net Income Per Share	Net Income Per Share: The Company presents both basic and diluted net income per share on the Condensed Consolidated Statements of Income. Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share is calculated by dividing net income by the weighted average diluted shares outstanding during the period. Dilutive shares are computed using the treasury stock method for share-based awards. Performance-based restricted share units are included in diluted shares only if the related performance conditions are considered satisfied as of the end of the reporting period. Net income per share is calculated as follows (in thousands, except per share amounts): Fiscal Three Months Ended March 26, 2022 March 27, 2021 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 187,227 112,531 $ 1.66 $ 181,354 116,153 $ 1.56 Dilutive effect of share-based awards — 973 (0.01) — 1,074 (0.01) Diluted net income per share: $ 187,227 113,504 $ 1.65 $ 181,354 117,227 $ 1.55 Anti-dilutive stock awards excluded from the above calculations totaled less than 0.1 million and approximately 0.2 million shares for the fiscal three months ended March 26, 2022 and March 27, 2021, respectively.

Debt

Debt	3 Months Ended
Debt	Mar. 26, 2022
Debt Disclosure [Abstract]
Debt	Debt: The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): March 26, December 25, March 27, 1.75% Senior Notes due 2030 $ 650.0 $ 650.0 $ 650.0 3.70% Senior Notes due 2029 (a) 150.0 150.0 150.0 Senior Credit Facility: November 2020 Term Loan 200.0 200.0 200.0 Revolving credit loans — — — Total outstanding borrowings 1,000.0 1,000.0 1,000.0 Less: unamortized debt discounts and issuance costs (13.1) (13.6) (15.2) Total debt 986.9 986.4 984.8 Less: current portion of long-term debt — — — Long-term debt $ 986.9 $ 986.4 $ 984.8 Outstanding letters of credit $ 52.8 $ 52.9 $ 60.3 (a) Also referred to herein as the "Note Purchase Agreement" Borrowings under both the Company's $500 million revolving credit facility (the "Revolver") and the Company's $200 million term loan (the "November 2020 Term Loan") each under our senior credit facility (the "Senior Credit Facility") bear interest either at the bank’s base rate (3.250% at March 26, 2022) plus an additional amount ranging from 0.000% to 0.375% (0.125% at March 26, 2022) or at the London Inter-Bank Offer Rate (“LIBOR”) (0.445% at March 26, 2022) plus an additional amount ranging from 0.875% to 1.375% per annum (1.125% at March 26, 2022), adjusted based on the Company's public credit ratings. The Company is also required to pay, quarterly in arrears, a commitment fee related to unused capacity on the Revolver ranging from 0.090% to 0.200% per annum (0.125% at March 26, 2022), adjusted based on the Company's public credit ratings. The Company has entered into an interest rate swap agreement in order to hedge our exposure to variable rate interest payments associated with the Senior Credit Facility. The interest rate swap agreement will mature on March 18, 2025 and the notional amount of the agreement is fixed at $200 million. Covenants and Default Provisions of the Debt Agreements The Senior Credit Facility and the Note Purchase Agreement (collectively, the “Debt Agreements”) require quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio. Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments). The fixed charge coverage ratio shall be greater than or equal to 2.0 to 1.0 as of the last day of each fiscal quarter. The leverage ratio compares total funded debt to consolidated EBITDAR. The leverage ratio shall be less than or equal to 4.0 to 1.0 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional subsidiary indebtedness, business operations, subsidiary guarantees, mergers, consolidations and sales of assets, transactions with subsidiaries or affiliates, and liens. As of March 26, 2022, the Company was in compliance with all debt covenants. The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, and invalidity of loan documents. Upon certain changes of control, payment under the Debt Agreements could become due and payable. In addition, under the Note Purchase Agreement, upon an event of default or change of control, the make whole payment described above may become due and payable. The Note Purchase Agreement also requires that, in the event the Company amends its Senior Credit Facility, or any subsequent credit facility of $100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Agreement or that are similar to those contained in the Note Purchase Agreement but which contain percentages, amounts, formulas, or grace periods that are more restrictive than those set forth in the Note Purchase Agreement or are otherwise more beneficial to the lenders thereunder, the Note Purchase Agreement shall be automatically amended to include such additional or amended covenants and/or default provisions.

Capital Stock and Dividends

Capital Stock and Dividends	3 Months Ended
Capital Stock and Dividends	Mar. 26, 2022
Equity [Abstract]
Capital Stock and Dividends	Capital Stock and Dividends: Capital Stock The authorized capital stock of the Company consists of common stock and preferred stock. The Company is authorized to issue 400 million shares of common stock. The Company is also authorized to issue 40 thousand shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Company's Board of Directors. Dividends During the first three months of fiscal 2022 and fiscal 2021, the Company's Board of Directors declared the following cash dividends: Date Declared Dividend Amount Record Date Date Paid January 26, 2022 $ 0.92 February 21, 2022 March 8, 2022 January 27, 2021 $ 0.52 February 22, 2021 March 9, 2021

Treasury Stock

Treasury Stock	3 Months Ended
Treasury Stock	Mar. 26, 2022
Equity [Abstract]
Treasury Stock	Treasury Stock: The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The total authorized amount was increased by the Company's Board of Directors on January 26, 2022 by $2.0 billion for a total authorization of $6.5 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not have an expiration date. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares are accounted for at cost and will be held in treasury for future issuance. The program may be limited, temporarily paused, or terminated at any time without prior notice. As of March 26, 2022, the Company had remaining authorization under the share repurchase program of $2.0 billion, exclusive of any fees, commissions, or other expenses. The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months ended March 26, 2022 and March 27, 2021, respectively (in thousands, except per share amounts): Fiscal Three Months Ended March 26, March 27, Total number of shares repurchased 1,358 1,600 Average price paid per share $ 218.07 $ 158.35 Total cash paid for share repurchases $ 296,180 $ 253,409

Income Taxes

Income Taxes	3 Months Ended
Income Taxes	Mar. 26, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes:The Company’s effective income tax rate was 21.1% in the first quarter of fiscal 2022 compared to 18.8% in the first quarter of fiscal 2021. The increase in the effective income tax rate in the first three months of fiscal 2022 compared to the first three months of fiscal 2021 was primarily related to a decrease in a discrete incremental tax benefit associated with share-based compensation.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 26, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies: Construction and Real Estate Commitments The Company is building new distribution centers in Navarre, Ohio and Maumelle, Arkansas, for which, as of March 26, 2022, the Company had contractual commitments of approximately $32 million and $0, respectively. Letters of Credit At March 26, 2022, there were $52.8 million in outstanding letter of credit under the Senior Credit Facility. Litigation On October 9, 2020, an alleged stockholder, the City of Pontiac Police and Fire Retirement System, filed a derivative lawsuit in the U.S. District Court for the Middle District of Tennessee, purportedly on the Company's behalf, against certain current and former members of our Board of Directors, and the Company as a nominal defendant, seeking unspecified compensatory and punitive damages payable to the Company, disgorgement, restitution, corporate governance and hiring changes, mandated community investment, and attorneys' fees and costs. Plaintiff alleged that defendants violated the federal securities laws governing proxy solicitations and breached their fiduciary duties by misrepresenting the Company's commitment to and support for diversity and inclusion. The Company disputed the allegations of the complaint. The Company and the individual defendants moved to dismiss the complaint based on plaintiff's failure to make a demand on the Board of Directors and to state a claim upon which relief may be granted. The case was dismissed during the first quarter of 2022 with no material impact to our Condensed Consolidated Financial Statements.

Segment Reporting

Segment Reporting	3 Months Ended
Segment Reporting	Mar. 26, 2022
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting: The Company has one reportable segment which is the retail sale of products that support the rural lifestyle. The following table indicates the percentage of net sales represented by each major product category during the fiscal three months ended March 26, 2022 and March 27, 2021: Fiscal Three Months Ended Product Category: March 26, March 27, Livestock and Pet 53 % 51 % Hardware, Tools and Truck 19 21 Seasonal, Gift and Toy Products 17 18 Clothing and Footwear 8 7 Agriculture 3 3 Total 100 % 100 %

Share Based Compensation (Table

Share Based Compensation (Tables)	3 Months Ended
Share Based Compensation (Tables)	Mar. 26, 2022
Share-based Payment Arrangement, Noncash Expense [Abstract]
Stock Options	The following table summarizes information concerning stock option grants during the first three months of fiscal 2022: Fiscal Three Months Ended March 26, 2022 Stock options granted 135,268 Weighted average exercise price $ 221.95 Weighted average grant date fair value per option $ 49.92
Restricted Stock Units and Performance-Based Restricted Share Units	The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first three months of fiscal 2022: Fiscal Three Months Ended March 26, 2022 Restricted stock units granted 161,524 Weighted average grant date fair value per share - Restricted stock units $ 213.60 Performance-based restricted share units granted (a) 50,620 Weighted average grant date fair value per share - Performance-based restricted share units $ 225.15 (a) Assumes 100% target level achievement of the relative performance targets.

Net Income Per Share (Tables)

Net Income Per Share (Tables)	3 Months Ended
Net Income Per Share (Tables)	Mar. 26, 2022
Earnings Per Share [Abstract]
Net Income Per Share	Net income per share is calculated as follows (in thousands, except per share amounts): Fiscal Three Months Ended March 26, 2022 March 27, 2021 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 187,227 112,531 $ 1.66 $ 181,354 116,153 $ 1.56 Dilutive effect of share-based awards — 973 (0.01) — 1,074 (0.01) Diluted net income per share: $ 187,227 113,504 $ 1.65 $ 181,354 117,227 $ 1.55

Debt (Tables)

Debt (Tables)	3 Months Ended
Debt (Tables)	Mar. 26, 2022
Debt Disclosure [Abstract]
Schedule of Outstanding Debt	The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): March 26, December 25, March 27, 1.75% Senior Notes due 2030 $ 650.0 $ 650.0 $ 650.0 3.70% Senior Notes due 2029 (a) 150.0 150.0 150.0 Senior Credit Facility: November 2020 Term Loan 200.0 200.0 200.0 Revolving credit loans — — — Total outstanding borrowings 1,000.0 1,000.0 1,000.0 Less: unamortized debt discounts and issuance costs (13.1) (13.6) (15.2) Total debt 986.9 986.4 984.8 Less: current portion of long-term debt — — — Long-term debt $ 986.9 $ 986.4 $ 984.8 Outstanding letters of credit $ 52.8 $ 52.9 $ 60.3

Capital Stock and Dividends (Ta

Capital Stock and Dividends (Tables)	3 Months Ended
Capital Stock and Dividends (Tables)	Mar. 26, 2022
Equity [Abstract]
Schedule of Dividends Payable	During the first three months of fiscal 2022 and fiscal 2021, the Company's Board of Directors declared the following cash dividends: Date Declared Dividend Amount Record Date Date Paid January 26, 2022 $ 0.92 February 21, 2022 March 8, 2022 January 27, 2021 $ 0.52 February 22, 2021 March 9, 2021

Treasury Stock Treasury Stock (

Treasury Stock Treasury Stock (Tables)	3 Months Ended
Treasury Stock Treasury Stock (Tables)	Mar. 26, 2022
Equity [Abstract]
Class of Treasury Stock, Shares Repurchased	The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months ended March 26, 2022 and March 27, 2021, respectively (in thousands, except per share amounts): Fiscal Three Months Ended March 26, March 27, Total number of shares repurchased 1,358 1,600 Average price paid per share $ 218.07 $ 158.35 Total cash paid for share repurchases $ 296,180 $ 253,409

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
Segment Reporting (Tables)	Mar. 26, 2022
Segment Reporting [Abstract]
Major Product Category	The following table indicates the percentage of net sales represented by each major product category during the fiscal three months ended March 26, 2022 and March 27, 2021: Fiscal Three Months Ended Product Category: March 26, March 27, Livestock and Pet 53 % 51 % Hardware, Tools and Truck 19 21 Seasonal, Gift and Toy Products 17 18 Clothing and Footwear 8 7 Agriculture 3 3 Total 100 % 100 %

General (Details)

General (Details) $ in Millions	Feb. 17, 2021USD ($)statestore	Mar. 26, 2022storestate
Orscheln Farm and Home, LLC
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company	167
Number of states in which rural lifestyle retail stores are operated by the company \| state	11
Business Combination, Consideration Transferred \| $	$ 320
Parent Company [Member]
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company		2,181
Number of states in which rural lifestyle retail stores are operated by the company \| state		49
TSCO stores [Member]
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company		2,003
Petsense stores [Member]
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company		178

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details) - USD ($) $ in Millions	Mar. 26, 2022	Dec. 25, 2021	Mar. 27, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unsecured Debt	$ 1,000	$ 1,000	$ 1,000
Derivative, Fair Value, Net	$ 9.9	$ 1.8	$ (1.5)

Share Based Compensation (Detai

Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 26, 2022	Mar. 27, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee stock purchase program discount percentage	15.00%
Share-based compensation plan modifications	no
Share-based Payment Arrangement, Noncash Expense	$ 12,316	$ 12,318
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	135,268
Weighted average exercise price	$ 221.95
Weighted average fair value per option	$ 49.92
Total unrecognized compensation expense	$ 13,400
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 3 months 18 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted	161,524
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted	50,620
Restricted Stock Units and Performance-Based Restricted Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense	$ 88,100
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 3 months 18 days
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value per share	$ 213.60
Performance-Based Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value per share	$ 225.15

Net Income Per Share (Details)

Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 26, 2022	Mar. 27, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive stock options and restricted stock units outstanding, income	$ 0	$ 0
Dilutive stock options and restricted stock units outstanding, per share (in shares)	973	1,074
Dilutive stock options and restricted stock units outstanding , per share	$ 0.01	$ 0.01
Net income	$ 187,227	$ 181,354
Antidilutive securities excluded from computation of earnings per share, amount	100	200
Earnings Per Share, Basic [Abstract]
Net income	$ 187,227	$ 181,354
Weighted average number of shares outstanding, basic	112,531	116,153
Net income per share – basic	$ 1.66	$ 1.56
Earnings Per Share, Diluted [Abstract]
Dilutive stock options and restricted stock units outstanding, income	$ 0	$ 0
Dilutive stock options and restricted stock units outstanding, per share (in shares)	973	1,074
Dilutive stock options and restricted stock units outstanding, per share (in dollars per share)	$ (0.01)	$ (0.01)
Net income	$ 187,227	$ 181,354
Weighted average number of shares outstanding, diluted	113,504	117,227
Net income per share, diluted (in dollars per share)	$ 1.65	$ 1.55
Antidilutive securities excluded from computation of earnings per share, amount	100	200

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 26, 2022	Mar. 27, 2021	Jun. 26, 2021	Dec. 25, 2021
Debt Instrument [Line Items]
Unsecured Debt	$ 1,000,000	$ 1,000,000		$ 1,000,000
Unamortized Debt Issuance Costs	(13,100)	(15,200)		(13,600)
Unsecured debt, net of debt issuance costs	986,900	984,800		986,400
Unsecured Debt, Current		0		0
Letters of Credit Outstanding, Amount	52,800	60,300		52,900
Long-term debt	$ 986,896	$ 984,838		986,382
Effective Income Tax Rate Reconciliation, Percent	21.10%	18.80%
2016 Senior Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Month-end Outstanding Amount	$ 0	$ 0	$ 0
Bonds
Debt Instrument [Line Items]
Long-term Debt	650,000	650,000		650,000
Notes Payable to Banks
Debt Instrument [Line Items]
Long-term Debt	150,000	150,000		150,000
November 2020 Term Loan
Debt Instrument [Line Items]
Notional Amount, Current	$ 200,000	$ 200,000		$ 200,000

Debt (Details)

Debt (Details) - USD ($) $ in Millions	Nov. 04, 2020	Mar. 26, 2022	Dec. 25, 2021	Mar. 27, 2021	Feb. 19, 2016
Debt Instrument [Line Items]
Senior credit facility, maximum borrowing capacity					$ 500
Debt instrument, basis spread on variable rate		0.125%
Debt Instrument, Basis Spread on Variable Rate, Minimum		0.875%
Debt Instrument, Basis Spread on Variable Rate LIBOR Plus, Maximum		1.375%
Debt Instrument, Basis Spread on Variable Rate LIBOR Plus		1.125%
Debt Instrument, Basis Spread on Variable Rate Revolver		0.125%
Amount of incremental credit facility which will result in modification of debt covenants		100 million
Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.00%
Commitment fee for unused capacity		0.09%
Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.375%
Commitment fee for unused capacity		0.20%
Base Rate
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End		3.25%
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End		0.445%
Number of Financial Covenants [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant Description		two
Fixed Charge Coverage Ratio Minimum Requirement [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant Description		2.0
Leverage Ratio Maximum Requirement [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant Description		4.0
Bonds
Debt Instrument [Line Items]
Senior Notes		$ 650	$ 650	$ 650
November 2020 Term Loan
Debt Instrument [Line Items]
Term Loan, Maximum Borrowing Capacity	$ 200

Interest Rate Swaps Schedule of

Interest Rate Swaps Schedule of Changes in AOCI Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2022	Mar. 27, 2021
Derivatives used in Net Investment Hedge, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 1,345
Other Comprehensive Income (Loss), Net of Tax	5,993	$ 2,125
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 7,338	$ (1,118)

Capital Stock - Narrative (Deta

Capital Stock - Narrative (Details) - $ / shares	Jan. 26, 2022	Jan. 27, 2021	Mar. 26, 2022	Mar. 27, 2021	Dec. 25, 2021
Dividends Payable [Line Items]
Common Stock, Shares Authorized			400,000,000	400,000,000	400,000,000
Preferred Stock, Shares Authorized			40,000	40,000	40,000
Dividends declared per common share outstanding	$ 0.92	$ 0.52	$ 0.92	$ 0.52

Capital Stock and Dividends (De

Capital Stock and Dividends (Details) - $ / shares	Jan. 26, 2022	Jan. 27, 2021	Mar. 26, 2022	Mar. 27, 2021
Equity [Abstract]
Common Stock, Dividends, Per Share, Declared	$ 0.92	$ 0.52	$ 0.92	$ 0.52

Treasury Stock (Details)

Treasury Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 26, 2022	Mar. 27, 2021	Sep. 25, 2021	Jan. 26, 2022
Equity [Abstract]
Board-approved share repurchase program of common stock	$ 6,500,000
Remaining authorization under the share repurchase program	$ 2,000,000
Total number of shares repurchased	1,358	1,600
Average price paid per share	$ 218.07	$ 158.35
Total cash paid for share repurchases	$ 296,180	$ 253,409	$ 296,180
Stock Repurchase Program, Authorized Amount	$ 6,500,000
Repurchase Program Increase [Member]
Equity [Abstract]
Board-approved share repurchase program of common stock				$ 2,000,000
Stock Repurchase Program, Authorized Amount				$ 2,000,000

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Mar. 26, 2022	Mar. 27, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	21.10%	18.80%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 26, 2022	Dec. 25, 2021	Mar. 27, 2021
Commitments and Contingencies Disclosure [Abstract]
Letters of Credit Outstanding, Amount	$ 52.8	$ 52.9	$ 60.3
Navarre, OH DC
Contractual Obligation	32
Maumelle, AR DC [Member]
Contractual Obligation	$ 0

Segment Reporting (Details)

Segment Reporting (Details)	3 Months Ended
Segment Reporting (Details)	Mar. 26, 2022	Mar. 27, 2021
Livestock and Pet
Revenue from External Customer [Line Items]
Percentage of sales	53.00%	51.00%
Hardware, Tools and Truck [Member]
Revenue from External Customer [Line Items]
Percentage of sales	19.00%	21.00%
Seasonal, Gift and Toy Products [Member]
Revenue from External Customer [Line Items]
Percentage of sales	17.00%	18.00%
Clothing and Footwear
Revenue from External Customer [Line Items]
Percentage of sales	8.00%	7.00%
Agriculture
Revenue from External Customer [Line Items]
Percentage of sales	3.00%	3.00%
Total
Revenue from External Customer [Line Items]
Percentage of sales	100.00%	100.00%

Segment Reporting Number of Rep

Segment Reporting Number of Reportable Segments (Details)	3 Months Ended
Segment Reporting Number of Reportable Segments (Details)	Mar. 26, 2022segment
Segment Reporting [Abstract]
Number of Reportable Segments	1