TRACTOR SUPPLY CO /DE/, 10-K filed on 2/23/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2022
Jan. 28, 2023
Jun. 25, 2022
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Document Transition Report false    
Entity File Number 000-23314    
Entity Registrant Name TRACTOR SUPPLY CO /DE/    
Entity Incorporation, State DE    
Entity Tax Identification Number 13-3139732    
Entity Address, Street Address 5401 Virginia Way    
Entity Address, City Brentwood    
Entity Address, State TN    
Entity Address, Zip Code 37027    
Local Phone Number 440-4000    
City Area Code 615    
Title of each class Common Stock, $.008 par value    
Name of each exchange on which registered NASDAQ    
Trading Symbol(s) TSCO    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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 Public Float     $ 18.6
Entity Common Stock, Shares Outstanding   110,072,658  
Entity Central Index Key 0000916365    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
ICFR Auditor Attestation Flag true    
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Auditor [Line Items]  
Auditor Name Ernst & Young LLP
Auditor Location Nashville, Tennessee
Auditor Firm ID 42
v3.22.4
New Accounting Pronouncements
 12 Months Ended
Dec. 31, 2022
Accounting Standards Update and Change in Accounting Principle [Abstract]  
New accounting pronouncements
Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the “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. In December 2022, the FASB issued ASU 2022-06, “Deferral of the Sunset Date of Topic 848,” which deferred the sunset date to Topic 848 from December 31,2022, to December 31, 2024. The Company elected the optional expedients in connection with the debt refinancing and transitioned from LIBOR to the Secured Overnight Financing Rate (“SOFR”) on September 30, 2022.

New Accounting Pronouncements Not Yet Adopted

In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which makes a number of changes meant to add certain disclosure requirements for a buyer in a supplier finance program. The amendments are effective for all companies for fiscal years beginning after December 15, 2022 on a retrospective basis. Upon adoption, the Company will be required to include additional disclosures of the supplier finance program obligations.
v3.22.4
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands
 3 Months Ended 12 Months Ended
Dec. 26, 2020
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Income Statement [Abstract]        
Net Sales $ 10,620,352,000 $ 14,204,717,000 $ 12,731,105,000  
Cost of Merchandise Sold   9,232,513,000 8,253,952,000 $ 6,858,803,000
Gross profit   4,972,204,000 4,477,153,000 3,761,549,000
Selling, general and administrative expenses   3,194,199,000 2,900,297,000 2,478,524,000
Depreciation, Depletion and Amortization   343,062,000 270,158,000 217,124,000
Goodwill and Intangible Asset Impairment   0 0 68,973,000
Operating income   1,434,943,000 1,306,698,000 996,928,000
Interest expense, net   30,633,000 26,610,000 28,781,000
Income before income taxes   1,404,310,000 1,280,088,000 968,147,000
Income tax expense   315,598,000 282,974,000 219,189,000
Net income   $ 1,088,712,000 $ 997,114,000 $ 748,958,000
Net income per share – basic   $ 9.78 $ 8.69 $ 6.44
Net income per share – diluted   $ 9.71 $ 8.61 $ 6.38
Weighted average shares outstanding        
Basic   111,336 114,794 116,370
Diluted   112,149 115,824 117,436
Dividends declared per common share outstanding   $ 3.68 $ 2.08 $ 1.50
v3.22.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Comprehensive Income [Abstract]      
Net income $ 1,088,712 $ 997,114 $ 748,958
Change in fair value of interest rate swaps, net of taxes 9,930 4,588 (3,442)
Other Comprehensive Income (Loss), Net of Tax, Total 9,930 4,588 (3,442)
Total comprehensive income $ 1,098,642 $ 1,001,702 $ 745,516
v3.22.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 25, 2021
Current assets:    
Cash and cash equivalents $ 202,502 $ 878,030
Inventories 2,709,597 2,191,192
Prepaid expenses and other current assets 245,676 164,118
Income taxes receivable 0 17,100
Total current assets 3,157,775 3,250,440
Property and equipment, net 2,083,616 1,617,806
Operating Lease, Right-of-Use Asset 2,953,801 2,785,858
Goodwill and other intangible assets                                                                              253,262 55,520
Deferred Tax Assets, Deferred Income 0 2,437
Other assets 41,536 55,406
Total assets 8,489,990 7,767,467
Current liabilities:    
Accounts payable 1,398,288 1,155,630
Accrued employee compensation 120,302 109,618
Other accrued expenses 498,575 474,412
Current portion of long-term debt 0 0
Finance Lease, Liability, Current 3,179 3,897
Operating Lease, Liability, Current 346,397 321,285
Income taxes payable 9,471 0
Total current liabilities 2,376,212 2,064,842
Long-term debt 1,164,056 986,382
Finance Lease, Liability, Noncurrent 34,651 32,848
Operating Lease, Liability, Noncurrent 2,721,877 2,574,882
Deferred Income Tax Liabilities, Net 30,775 0
Other long-term liabilities 120,003 105,848
Total liabilities 6,447,574 5,764,802
Stockholders' equity:    
Preferred stock 0 0
Common stock 1,415 1,411
Additional paid-in capital 1,261,283 1,210,512
Treasury stock (4,855,909) (4,155,846)
Ending fiscal year AOCI balance 11,275 1,345
Retained earnings 5,624,352 4,945,243
Total stockholders' equity 2,042,416 2,002,665
Total liabilities and stockholders' equity $ 8,489,990 $ 7,767,467
v3.22.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
shares in Thousands
Dec. 31, 2022
Dec. 25, 2021
Stockholders' Equity Attributable to Parent [Abstract]    
Preferred Stock, Shares Authorized 40 40
Preferred stock, par value (in dollars per share) $ 1.00 $ 1.00
Preferred stock, issued (in shares) 0 0
Common stock, authorized (in shares) 400,000 400,000
Common stock, par value (in dollars per share) $ 0.008 $ 0.008
Common stock, issued (in shares) 176,876 176,371
Common stock, outstanding (in shares) 110,251 113,125
Treasury stock, at cost (in shares) 66,625 63,246
v3.22.4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands
Total
Restricted Stock Units (RSUs) [Member]
Common Stock
Additional Paid-in Capital
Treasury Stock
Accumulated Other Comprehensive Income
Retained Earnings
Shares, Outstanding     118,165        
Stockholders' equity at Dec. 28, 2019 $ 1,567,123   $ 1,389 $ 966,698 $ (3,013,996) $ 199 $ 3,612,833
Increase (Decrease) in Stockholders' Equity              
Issuance of common stock under employee stock purchase plan 99,340   $ 12 99,328      
Issuance of common stock under employee stock purchase plan, shares     1,520        
Share-based compensation 37,273     37,273      
Repurchase of shares to satisfy tax obligations (7,799) $ (7,799)          
Treasury Stock, Shares, Acquired     (3,439)        
Repurchase of common stock (342,957)       (342,957)    
Dividends paid (174,656)           (174,656)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax (3,442)            
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax (3,442)         (3,442)  
Net income 748,958           748,958
Stockholders' equity at Dec. 26, 2020 1,923,840   $ 1,401 1,095,500 (3,356,953) (3,243) 4,187,135
Shares, Outstanding     116,246        
Increase (Decrease) in Stockholders' Equity              
Issuance of common stock under employee stock purchase plan 82,249   $ 10 82,239      
Issuance of common stock under employee stock purchase plan, shares     1,243        
Share-based compensation 47,649     47,649      
Repurchase of shares to satisfy tax obligations (14,876) (14,876)          
Treasury Stock, Shares, Acquired     (4,364)        
Repurchase of common stock (798,893)       (798,893)    
Dividends paid (239,006)           (239,006)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax 4,588            
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax 4,588         4,588  
Net income 997,114           997,114
Stockholders' equity at Dec. 25, 2021 2,002,665   $ 1,411 1,210,512 (4,155,846) 1,345 4,945,243
Shares, Outstanding     113,125        
Increase (Decrease) in Stockholders' Equity              
Issuance of common stock under employee stock purchase plan 25,535   $ 4 25,531      
Issuance of common stock under employee stock purchase plan, shares     504        
Share-based compensation 53,832     53,832      
Repurchase of shares to satisfy tax obligations (28,592) $ (28,592)          
Treasury Stock, Shares, Acquired     (3,378)        
Repurchase of common stock (700,063)       (700,063)    
Dividends paid (409,603)           (409,603)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax 9,930         9,930  
Net income 1,088,712           1,088,712
Stockholders' equity at Dec. 31, 2022 $ 2,042,416   $ 1,415 $ 1,261,283 $ (4,855,909) $ 11,275 $ 5,624,352
Shares, Outstanding     110,251        
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Cash flows from operating activities:      
Net income $ 1,088,712,000 $ 997,114,000 $ 748,958,000
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]      
Depreciation and amortization 343,062,000 270,158,000 217,124,000
Goodwill and Intangible Asset Impairment 0 0 68,973,000
Other Asset Impairment Charges 0 0 5,078,000
Gain (Loss) on Disposition of Property Plant Equipment 2,158,000 4,045,000 (1,157,000)
Share-based Payment Arrangement, Noncash Expense 53,832,000 47,649,000 37,273,000
Deferred Income Tax Expense (Benefit) 51,693,000 29,149,000 (31,739,000)
Change in assets and liabilities      
Increase (Decrease) in Inventories (349,742,000) (407,922,000) (180,489,000)
Increase (Decrease) in Prepaid Expense and Other Assets (64,060,000) (30,459,000) (32,794,000)
Increase (Decrease) in Accounts Payable 162,335,000 179,534,000 333,060,000
Increase (Decrease) in Employee Related Liabilities 6,433,000 (10,083,000) 79,946,000
Increase (Decrease) in Accrued Liabilities (13,137,000) 137,833,000 72,405,000
Increase (Decrease) in Income Taxes Payable 26,570,000 (37,038,000) 13,954,000
Increase (Decrease) in Other Operating Assets and Liabilities, Net 49,123,000 (41,260,000) 63,923,000
Net Cash Provided by (Used in) Operating Activities, Total 1,356,979,000 1,138,720,000 1,394,515,000
Cash flows from investing activities:      
Payments to Acquire Property, Plant, and Equipment (773,369,000) (628,431,000) (294,002,000)
Proceeds from Sale of Property, Plant, and Equipment 1,044,000 1,091,000 1,792,000
Payments to Acquire Businesses, Net of Cash Acquired (390,765,000) 0 0
Proceeds from Divestiture of Businesses 69,364,000 0 0
Net Cash Provided by (Used in) Investing Activities, Total (1,093,726,000) (627,340,000) (292,210,000)
Cash flows from financing activities:      
Proceeds from Issuance of Unsecured Debt 1,010,000,000 0 2,009,000,000
Repayments of Unsecured Debt (832,000,000) 0 (1,406,500,000)
Debt discounts and issuance costs 0 0 (17,048,000)
Repayments of Long-term Capital Lease Obligations (4,058,000) (4,580,000) (4,170,000)
Repurchase of shares to satisfy tax obligations (28,592,000) (14,876,000) (7,799,000)
Repurchase of common stock (700,063,000) (798,893,000) (342,957,000)
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised 25,535,000 82,249,000 99,340,000
Payments of Dividends (409,603,000) (239,006,000) (174,656,000)
Net Cash Provided by (Used in) Financing Activities, Total (938,781,000) (975,106,000) 155,210,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect (675,528,000) (463,726,000) 1,257,515,000
Cash and cash equivalents at beginning of year 878,030,000 1,341,756,000 84,241,000
Cash and cash equivalents at end of year 202,502,000 878,030,000 1,341,756,000
Cash paid during the year for:      
Interest Paid, Excluding Capitalized Interest, Operating Activities 26,367,000 23,601,000 24,540,000
Income taxes 239,129,000 291,665,000 235,319,000
Supplemental disclosures of non-cash activities [Abstract]      
Non-cash accruals for construction in progress 45,742,000 24,408,000 12,642,000
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability 416,457,000 678,092,000 524,141,000
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 5,143,000 $ 3,675,000 $ 7,395,000
v3.22.4
Share Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Share-based compensation expense Share-Based Compensation:
Share-based compensation includes stock options, restricted stock units, performance-based restricted share units, and certain transactions under the Company’s ESPP.  Share-based compensation expense is recognized based on the grant date fair value of all stock options, restricted stock units, and performance-based restricted share units. Share based compensation expense is also recognized for the value of the 15% discount on shares purchased by employees as a part of the ESPP.  The discount under the ESPP represents the difference between the market value on the first day of the purchase period or the market value on the purchase date, whichever is lower, and the employee’s purchase price.

There were no significant modifications to the Company's share-based compensation plans since the adoption of the 2018 Omnibus Incentive Plan (the “2018 Plan”) on May 10, 2018, which replaced the 2009 Stock Incentive Plan. Following the adoption of the 2018 Plan, no further grants may be made under the 2009 Stock Incentive Plan.

Under our share-based compensation plans, awards may be granted to officers, non-employee directors, and other employees. The per share exercise price of options granted shall not be less than the fair market value of the stock on the date of grant and such awards will expire no later than ten years from the date of grant. Vesting of awards commences at various anniversary dates following the dates of each grant. Performance-based awards will vest if established performance conditions are met subject to continued employment. Certain performance-based awards are also subject to a market condition such that the actual number of shares vest are further modified based on the achievement of a relative stockholder return modifier. At December 31, 2022, the Company had approximately 9.2 million shares available for future equity awards under the Company’s 2018 Plan.
Share-based compensation expense of awards was $53.8 million, $47.6 million, and $37.3 million for fiscal 2022, 2021, and 2020, respectively.

Stock Options

The fair value is separately estimated for each option grant.  The fair value of each option is recognized as compensation expense ratably over the vesting period.  The Company has estimated the fair value of all stock option awards as of the date of the grant by applying a Black-Scholes pricing valuation model.  The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense.  The ranges of key assumptions used in determining the fair value of options granted during fiscal 2022, 2021, and 2020, as well as a summary of the methodology applied to develop each assumption, are as follows:
 Fiscal Year
 202220212020
Expected price volatility
29.9% - 31.3%
29.8% - 30.3%
26.7% - 30.0%
Risk-free interest rate
1.7% - 4.3%
0.3% - 1.0%
0.2% - 1.3%
Weighted average expected lives (in years)4.14.34.3
Forfeiture rate6.9 %7.0 %7.0 %
Dividend yield1.6 %1.5 %1.5 %

Expected Price Volatility — This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. The Company calculates the expected price volatility based on the historical volatility of the Company’s stock price, as well as implied volatility. To calculate historical changes in market value, the Company uses daily market value changes from the date of grant over a past period generally representative of the expected life of the options to determine volatility.  The Company believes the use of a blended volatility provides an appropriate indicator of future volatility. An increase in the expected volatility will increase compensation expense.

Risk-Free Interest Rate — This is the U.S. Treasury Constant Maturity rate over a term equal to the expected term of the option. An increase in the risk-free interest rate will increase compensation expense.

Weighted Average Expected Term — This is the period of time over which the options granted are expected to remain outstanding and is based on historical experience. Options granted generally have a maximum term of ten years. An increase in the expected term will increase compensation expense.

Forfeiture Rate — This is the estimated percentage of options granted that are expected to be forfeited or canceled before becoming fully vested. This estimate is based on historical experience. An increase in the forfeiture rate will decrease compensation expense.

Dividend Yield — This is the estimated dividend yield for the weighted average expected term of the option granted. An increase in the dividend yield will decrease compensation expense.

The Company issues shares for options when exercised. A summary of stock option activity is as follows:
Stock Option ActivityOptions
Weighted
Average Exercise
Price
Weighted Average Fair Value
Weighted Average
Remaining
Contractual Term
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 25, 20211,168,311 95.85 6.9$154,706 
Granted141,803 220.70 $49.69 
Exercised(201,273)88.61 
Canceled(18,452)169.41 
Outstanding at December 31, 20221,090,389 $112.18 6.3$122,985 
Exercisable at December 31, 2022687,825 $87.03 5.2$94,875 
The aggregate intrinsic values in the table above represent the total difference between the Company’s closing stock price at each year-end and the option exercise price, multiplied by the number of in-the-money options at each year-end. As of December 31, 2022, total unrecognized compensation expense related to non-vested stock options was approximately $7.6 million with a weighted average expense recognition period of 1.8 years.

There were no material modifications to options in fiscal 2022, 2021, or 2020.

Other information relative to options activity during fiscal 2022, 2021, and 2020 is as follows (in thousands):

Fiscal Year
 202220212020
Total fair value of stock options vested$7,783 $8,478 $12,546 
Total intrinsic value of stock options exercised$25,024 $90,532 $64,395 

Restricted Stock Units

The Company issues shares for restricted stock units once vesting occurs and related restrictions lapse.  The fair value of the restricted stock units is the closing price of the Company’s common stock the day preceding the grant date, discounted for the expected dividend yield over the term of the award. The units generally vest over a one to three-year term. Some plan participants have elected to defer receipt of shares of common stock upon vesting of restricted stock units, and as a result, those shares are not issued until a later date. A summary of restricted stock unit activity is presented below:
Restricted Stock Unit ActivityRestricted Stock UnitsWeighted Average Grant Date Fair Value
Restricted at December 25, 2021523,419 $115.59 
Granted200,503 208.89 
Vested(233,777)111.34 
Forfeited(41,063)164.54 
Restricted at December 31, 2022449,082 $155.24 

As of December 31, 2022, total unrecognized compensation expense related to non-vested restricted stock units was approximately $40.9 million with a weighted average expense recognition period of 1.9 years.

There were no material modifications to restricted stock units in fiscal 2022, 2021, or 2020.

Other information relative to restricted stock unit activity during fiscal 2022, 2021, and 2020 is as follows (in thousands):
Fiscal Year
 202220212020
Total grant date fair value of restricted stock units vested and issued$26,031 $25,222 $17,935 
Total intrinsic value of restricted stock units vested and issued$50,532 $47,136 $23,011 

Performance-Based Restricted Share Units

We issue performance-based restricted share units to senior executives that represent shares potentially issuable in the future, 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 over a specified performance period. The performance metrics for the performance-based restricted share units granted in fiscal 2021 and fiscal 2022 also include a relative total shareholder return (“TSR”) modifier such that the actual number of shares that vest at the end of the respective three-year period is determined based on the Company's TSR performance relative to the constituents of the S&P 500 as well as the level of achievement of the performance goals. If the performance targets are achieved, the performance-based restricted share units will be issued based on the achievement level, inclusive of the relative TSR modifier and the grant date fair value, and will cliff vest in full on the third anniversary of the date of the grant. The fair value of the performance-based restricted share units is estimated using a Monte Carlo simulation model on the grant date. Key assumptions used in the Monte Carlo simulation for the performance shares with a TSR modifier granted during fiscal 2022 and during fiscal 2021 are presented below:
Fiscal Year
Assumption20222021
Expected volatility30.91 %31.47 %
Risk-free interest rate1.53 %0.18 %
Compounded dividend yield1.63 %1.13 %

A summary of performance-based restricted share unit activity is presented below:

Performance-Based Restricted Share Unit ActivityPerformance-Based Restricted Share UnitsWeighted Average Grant Date Fair Value
Restricted at December 25, 2021187,018 $107.99 
Granted (a)
53,222 223.76 
Performance adjustment78,356 90.00 
Vested(156,712)90.00 
Forfeited(6,285)196.11 
Restricted at December 31, 2022155,599 $155.02 

(a) Assumes 100% target level achievement of the relative performance targets. The actual number of shares that will be issued, which may be higher or lower than the target, will be determined by the level of achievement of the relative performance targets, inclusive of the TSR modifier.

As of December 31, 2022, total unrecognized compensation expense related to non-vested performance-based restricted share units was approximately $19.8 million with a weighted average expense recognition period of 1.8 years.

There were no material modifications to performance-based restricted share units in fiscal 2022, 2021, or 2020.

Other information relative to performance-based restricted share unit activity during fiscal 2022 is as follows (in thousands):

Fiscal Year
 202220212020
Total grant date fair value of performance-based restricted share units vested and issued$14,104 $648 $1,895 
Total intrinsic value of performance-based restricted share units vested and issued$33,895 $1,538 $2,826 
Shares Withheld to Satisfy Tax Withholding Requirements

For the majority of restricted stock units and performance-based restricted share units granted, the number of shares issued on the date the stock awards vest is net of shares withheld by the Company to satisfy the minimum statutory tax withholding requirements, which the Company pays on behalf of its employees.  The Company issued 258,550; 219,723; and 186,751 shares as a result of vested restricted stock units and performance-based restricted share units during fiscal 2022, 2021, and 2020, respectively.  Although shares withheld are not issued, they are treated similar to common stock repurchases as they reduce the number of shares that would have been issued upon vesting.  The amounts are net of 131,939; 95,996; and 81,946 shares withheld to satisfy $28.6 million, $14.9 million, and $7.8 million of employees’ tax obligations during fiscal 2022, 2021, and 2020, respectively.

Employee Stock Purchase Plan

The ESPP provides Company employees the opportunity to purchase, through payroll deductions, shares of common stock at a 15% discount.  Pursuant to the terms of the ESPP, the Company issued 44,390; 48,446; and 63,704 shares of common stock during fiscal 2022, 2021, and 2020, respectively.  The total cost related to the ESPP, including the compensation expense calculations, was approximately $1.8 million, $1.4 million, and $1.4 million in fiscal 2022, 2021, and 2020, respectively.  There is a maximum of 16.0 million shares of common stock that are reserved under the ESPP. At December 31, 2022, there were approximately 11.7 million remaining shares of common stock reserved for future issuance under the ESPP.
v3.22.4
Business Combinations and Asset Acquisitions
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combination Disclosure [Text Block]
Note 3 - Acquisition of Orscheln Farm and Home, LLC and Related Divestitures

On October 12, 2022, the Company completed its acquisition of Orscheln, which expands the Company's footprint in the Midwest part of the United States. Pursuant to the agreement governing the Transaction, the Company acquired 100% of the equity interest in Orscheln, inclusive of 166 Orscheln stores, the Orscheln corporate headquarters, and the Orscheln distribution center, for an all-cash purchase price of $397.7 million, exclusive of cash acquired. The acquisition was financed with cash-on-hand and Revolving Credit Facility borrowings under the 2022 Senior Credit Facility (as defined below).

In order to obtain regulatory approval for the Orscheln acquisition, the FTC required the Company to divest of 85 stores, which were sold to two buyers, Bomgaars Supply, Inc. (“Bomgaars”) (73 stores) and Buchheit Enterprises, Inc. (“Buchheit”) (12 stores) (collectively, the “Buyers”), on October 12, 2022, concurrently with the closing of the acquisition. Net proceeds of the store divestitures were $69.4 million. In addition, the Company has agreed to sell the Orscheln corporate headquarters and distribution center to Bomgaars for $10 million within 15 months after the closing of the acquisition.

In conjunction with the store divestitures to Bomgaars and Buchheit, the Company entered into a transition services agreement with both Bomgaars and Buchheit, under which we will provide certain transition services to Bomgaars and Buchheit, and such agreements will remain in place until the earlier of 12 months following the date of the agreements or the date at which all stores have been converted to the Buyers' respective brands. Under the terms of the transition services agreements, the Company agreed to provide transition services to Bomgaars and Buchheit, both and each respectively, for information technology support and infrastructure, finance and accounting, tax, treasury, human resources, marketing, logistics, warehousing, and inventory replenishment. For the quarter and year-to-date period ended December 31, 2022, the Company was reimbursed $4.8 million for such transition services, which is included in Selling, general, and administrative expenses. Such reimbursements largely offset related expenses incurred to service the transition services agreements.

Preliminary Allocation of the Purchase Price

For the Orscheln acquisition, the Company has applied the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” with respect to the identifiable assets and liabilities of Orscheln, which have been measured at estimated fair value as of the date of the business combination.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs (see Note 1 for an explanation of Level 2 and Level 3 inputs). These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparables, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

Although the determination of the preliminary fair values are substantially complete, certain fair value estimates are based on preliminary information and are subject to change during the measurement period, which ends once the Company has determined that it has obtained all necessary information that existed as of the acquisition date or has determined that such information is unavailable and cannot extend beyond one year from the acquisition date. At December 31, 2022, the fair values that are based on preliminary information relate primarily to inventory and certain working capital adjustments. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected synergies from combining the operations of Orscheln with Tractor Supply stores and the expanded footprint that Orscheln brings in the Midwest part of the United States.

The purchase consideration and preliminary estimated fair value of Orscheln’s net assets acquired on October 12, 2022 are shown below (in thousands). The assets and liabilities of the 85 divested stores (which were concurrently divested on October 12, 2022), along with the Orscheln corporate headquarters and the Orscheln distribution center, are shown as held for sale in the fair value of assets acquired and liabilities assumed.
Fair value of assets acquiredPreliminary allocation of the purchase price
Cash and cash equivalents$6,935 
Accounts receivable277 
Inventories168,663 
Prepaid expenses and other current assets7,222 
Property and equipment13,328 
Lease right of use assets82,755 
Deferred income taxes18,481 
Assets held for sale173,554 
Other assets160 
Less: liabilities assumed
Accounts payable80,323 
Accrued liabilities20,291 
Short-term lease liabilities5,986 
Long-term lease liabilities70,626 
Liabilities held for sale94,190 
Goodwill197,742 
Total fair value of considerations transferred$397,700 

The resulting goodwill of $197.7 million is deductible for income tax purposes and represents the expected synergies from combining the operations of Orscheln with Tractor Supply stores and the expanded footprint that Orscheln brings in the Midwest part of the United States.

Transaction costs related to the Orscheln acquisition were expensed as incurred and are included in selling, general, and administrative expenses in the Consolidated Statements of Income.

The results of operations of Orscheln have been included in the Consolidated Financial Statements since the date of acquisition.
v3.22.4
Goodwill and Other Intangible Assets
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block] Goodwill and Other Intangible Assets:
Goodwill

The changes in the carrying amount of goodwill by reporting unit for the years ended December 31, 2022 and December 25, 2021 are as follows (in thousands):
Fiscal Year 2022Fiscal Year 2021
Tractor SupplyPetsense by Tractor SupplyConsolidatedTractor SupplyPetsense by Tractor SupplyConsolidated
Balance, beginning of year$10,258 $22,161 $32,419 $10,258 $22,161 $32,419 
Goodwill acquired as part of Orscheln acquisition197,742 — 197,742 — — — 
Balance, end of year$208,000 $22,161 $230,161 $10,258 $22,161 $32,419 

Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment. Goodwill is not amortized, but is evaluated for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company's annual impairment evaluation is conducted on the first day of the fiscal fourth quarter.

In the fourth quarter of fiscal 2022 and 2021, the Company completed its annual impairment assessment of goodwill for all reporting units. As part of this analysis, the Company assessed the current environment to determine if there were any indicators of impairment and concluded, that while there have been events and circumstances in the macro-environment that
have impacted the Company's business, there were not any entity-specific indicators of impairment of goodwill that would require the Company to perform a quantitative impairment assessment. Therefore, there were no impairment charges related to goodwill being recognized in fiscal 2022 and fiscal 2021.

In the fourth quarter of fiscal 2020, the Company identified qualitative indicators of impairment as a result of a strategic reassessment of the Petsense by Tractor Supply business, including an evaluation of current operations and its future growth outlook due to changing consumer trends within certain identified growth markets, which resulted in a decision to reduce the number of new store openings planned over the long term. The carrying value of goodwill for the Petsense by Tractor Supply reporting unit is indicative of the expected growth and development of the business. The aforementioned decision to reduce the long-term growth outlook resulted in a downward adjustment of the future financial forecasts for the Petsense by Tractor Supply business which indicated that impairment of the goodwill asset was a more-likely-than-not outcome.

We conducted a quantitative impairment analysis of the Petsense by Tractor Supply reporting unit using the income approach. As a result of the quantitative impairment analysis of the Petsense by Tractor Supply reporting unit, it was determined that the carrying value exceeded the fair value, resulting in a pre-tax impairment loss of approximately $60.8 million in fiscal 2020.

Other Intangible Assets

The Company had approximately $23.1 million of intangible assets other than goodwill at December 31, 2022 and December 25, 2021. The intangible asset balance represents the carrying value of the Petsense trade name, which is not subject to amortization as it has an indefinite useful life on the basis that it is expected to contribute cash flows beyond the foreseeable horizon. The trade name asset is evaluated for impairment annually and whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. The Company's annual impairment evaluation is conducted on the first day of the fiscal fourth quarter.

In the fourth quarter of fiscal 2022 and 2021, the Company completed its annual impairment assessment of intangible assets for all reporting units. As part of this analysis, the Company assessed the current environment to determine if there were any indicators of impairment and concluded, there were no indicators of impairment of intangible assets that would require the Company to perform a quantitative impairment assessment. Therefore, there were no impairment charges related to intangible assets recognized in fiscal 2022 and fiscal 2021.
In the fourth quarter of fiscal 2020, the aforementioned decision to reduce the long-term growth outlook for Petsense by Tractor Supply resulted in a downward adjustment of its future financial forecasts which indicated that impairment of the trade name asset was a more-likely-than-not outcome. The Company conducted a quantitative impairment analysis in the fourth quarter of fiscal 2020 using the relief-from-royalty method. As a result of the quantitative impairment analysis, it was determined that the carrying value of the Petsense trade name was in excess of the fair value, resulting in a pre-tax impairment loss of approximately $8.2 million in fiscal 2020.
v3.22.4
Debt
Dec. 25, 2021
Debt Disclosure [Abstract]  
Debt Debt:
The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions):
December 31,
2022		December 25,
2021
1.75% Senior Notes$650.0 $650.0 
3.70% Senior Notes150.0 150.0 
Senior Credit Facility:
November 2020 Term Loan— 200.0 
Revolving Credit Facility378.0 — 
Total outstanding borrowings1,178.0 1,000.0 
Less: unamortized debt discounts and issuance costs(13.9)(13.6)
Total debt1,164.1 986.4 
Less: current portion of long-term debt— — 
Long-term debt$1,164.1 $986.4 
Outstanding letters of credit$52.6 $52.9 

1.75% Senior Notes due 2030

On October 30, 2020, the Company issued and sold, in a public offering, $650 million in aggregate principal amount of senior unsecured notes due November 1, 2030 bearing interest at 1.75% per annum (the “1.75% Senior Notes”). The entire principal amount of the 1.75% Senior Notes is due in full on November 1, 2030. Interest is payable semi-annually in arrears on each November 1 and May 1. The terms of the 1.750% Notes are governed by an indenture dated as of October 30, 2020 (the “Base Indenture”) between the Company and Regions Bank, as trustee, as amended and supplemented by a first supplemental indenture dated as of October 30, 2020 (the “Supplemental Indenture”) between the Company and Regions Bank, as trustee.

The 1.75% Senior Notes are senior unsecured debt obligations of the Company and will rank equally with the Company’s other senior unsecured liabilities and senior to any future subordinated indebtedness of the Company. The 1.75% Senior Notes are subject to customary covenants restricting the Company’s ability, subject to certain exceptions, to incur debt secured by liens, to enter into sale and leaseback transactions or to merge or consolidate with another entity or sell substantially all of its assets to another person.

At any time prior to August 1, 2030, the Company will have the right, at its option, to redeem the 1.75% Senior Notes, in whole or in part, at any time and from time to time, by paying the greater of 100% of the principal amount of the 1.75% Senior Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest through the par call date, plus, in each case, accrued and unpaid interest to, but not including, the date of redemption. In addition, on or after August 1, 2030, the Company will have the right, at its option, to redeem the 1.75% Senior Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 1.75% Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the date of redemption.

If a Change of Control Triggering Event (as defined in the Supplemental Indenture) occurs, unless the Company has exercised its right to redeem the 1.75% Senior Notes, holders of the 1.75% Senior Notes may require the Company to repurchase all or any part of such holder’s 1.75% Senior Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such 1.75% Senior Notes to, but not including, the purchase date. Upon the occurrence of an event of default with respect to the 1.75% Senior Notes, which includes payment defaults, defaults in the performance of certain covenants, cross defaults, and bankruptcy and insolvency related defaults, the Company’s obligations under the 1.75% Senior Notes may be accelerated, in which case the entire principal amount of the 1.75% Senior Notes would be due and payable immediately.
Senior Note Facility (including 3.70% Senior Notes due 2029)

On August 14, 2017, the Company entered into a note purchase and private shelf agreement, by and among the Company, PGIM, Inc. (“Prudential”), and other holders of the notes (the “Note Purchase Agreement” and collectively as amended, the “Note Purchase Facility”), pursuant to which the Company agreed to sell, in a private placement, $150 million aggregate principal amount of senior unsecured notes due August 14, 2029 bearing interest at 3.70% per annum (the “3.70% Senior Notes”). The entire principal amount of the 3.70% Senior Notes is due in full on August 14, 2029. Interest is payable semi-annually in arrears on each annual and semi-annual anniversary of the issuance date. The obligations under the Note Purchase Facility are unsecured.

The Company may from time to time issue and sell additional senior unsecured notes (the “Shelf Notes”) pursuant to the Note Purchase Facility, in an aggregate principal amount of up to $300 million minus the aggregate principal amount of all notes outstanding and issued under the Note Purchase Facility.

Pursuant to the Note Purchase Facility, the 3.70% Senior Notes and any Shelf Notes (collectively, the “Senior Note Facility”) are redeemable by the Company, in whole at any time or in part from time to time, at 100% of the principal amount of the Senior Note Facility being redeemed, together with accrued and unpaid interest thereon and a make whole amount calculated by discounting all remaining scheduled payments on the Senior Note Facility by the yield on the U.S. Treasury security with a maturity equal to the remaining average life of the Senior Note Facility plus 0.50%.

Amendments to Note Purchase and Private Shelf Agreement

On September 30, 2022, the Company entered into a Third Amendment to the Note Purchase Facility by and among the Company, Prudential and other holders of the notes, which modifies certain provisions of the Note Purchase Facility and conforms certain representations, warranties and covenants with the 2022 Senior Credit Facility.

On November 2, 2022, the Company entered into a Fourth Amendment to the Note Purchase Facility (the “Fourth Amendment”) by and among the Company, Prudential and other holders of the notes, which also amends the Note Purchase Facility. The Fourth Amendment extends the issuance period in which the Company may issue and sell, and Prudential may consider in its sole discretion the purchase of, in one or a series of transactions, additional senior unsecured notes of the Company (the “Shelf Note”), in an aggregate principal amount of up to $150 million under the Note Purchase Facility. The Shelf Notes may be issued through November 1, 2025, unless either party terminates such issuance right.

2022 Senior Credit Facility

On September 30, 2022 the Company entered into a new credit agreement, providing for a credit facility (the “2022 Senior Credit Facility”), consisting of a revolving credit facility (the “Revolving Credit Facility”) in the maximum principal amount of $1.20 billion (with a sublimit of $50.0 million for swingline loans and a sublimit of $150.0 million for letters of credit). In addition, the Company has an option to increase the Revolving Credit Facility or establish term loans in an amount not to exceed $500.0 million in the aggregate, subject to, among other things, the receipt of commitments for the increased amount. The 2022 Senior Credit Facility is unsecured and has a five-year term with two options to request that the lenders extend the maturity date of the obligations owed to each lender for one year (and the right to replace any lenders electing not to extend).

Borrowings for the Revolving Credit Facility will bear interest at either the bank’s base rate (7.500% at December 31, 2022) plus an additional margin ranging from 0.000% to 0.250% (0.000% at December 31, 2022) or adjusted SOFR (4.358% at December 31, 2022) plus an additional margin ranging from 0.750% to 1.250% (1.000% at December 31, 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 ranging from 0.080% to 0.150% (0.100% at December 31, 2022) per annum, adjusted based on the Company's public credit ratings.

The 2022 Senior Credit Facility replaced the Company’s previous senior credit facility (the “Senior Credit Facility”). Proceeds from borrowings under the 2022 Senior Credit Facility were used to pay off the Senior Credit Facility.

In connection with the debt refinancing, the Company amended its interest rate swap agreement to convert the reference rate from one-month LIBOR to one-month term SOFR and elected the optional expedients offered under the Accounting Standards Codification 848, Reference Rate Reform, which allows the cash flow hedge to continue being recognized under hedge accounting without dedesignation.
Covenants and Default Provisions of the Debt Agreements

The 2022 Senior Credit Facility and the Note Purchase Facility (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 2.00 to 1.00 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 4.00 to 1.00 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 December 31, 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 Facility, upon an event of default or change of control, the make whole payment described above may become due and payable.

The Note Purchase Facility 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 Facility or that are similar to those contained in the Note Purchase Facility but which contain percentages, amounts, formulas or grace periods that are more restrictive than those set forth in the Note Purchase Facility or are otherwise more beneficial to the lenders thereunder, the Note Purchase Facility shall be automatically amended to include such additional or amended covenants and/or default provisions.
v3.22.4
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Lessee, Operating Leases Leases:
The Company leases the majority of its retail store locations, two distribution sites, its Merchandise Innovation Center, and certain equipment under various non-cancellable operating leases. The leases have varying terms and expire at various dates through 2043.  Store leases typically have initial terms of between 10 years and 20 years, with two to four optional renewal periods of five years each.  The exercise of lease renewal options is at our sole discretion. The Company has included lease renewal options in the lease term for calculations of its right-of-use assets and liabilities when it is reasonably certain that the Company plans to renew these leases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes, and insurance costs) together with non-lease components (e.g., fixed payment common-area maintenance) as a single component for all classes of underlying assets. Certain lease agreements require variable payments based upon actual costs of common-area maintenance, real estate taxes, and insurance. Further, certain lease agreements require variable payments based upon store sales above agreed-upon sales levels for the year and others require payments adjusted periodically for inflation. As substantially all of our leases do not provide an implicit rate, we estimate our collateralized incremental borrowing rate based upon a Company specific credit rating and yield curve analysis at commencement or modification date in determining the present value of lease payments.

The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. Short-term lease cost during the periods presented was immaterial.

In addition to the operating lease right-of-use assets presented on the Consolidated Balance Sheets, assets, net of accumulated amortization, under finance leases of $32.1 million and $32.0 million are recorded within the Property and equipment, net line on the Consolidated Balance Sheets as of December 31, 2022 and December 25, 2021, respectively.
The following table summarizes the Company’s classification of lease cost (in thousands):
Fiscal Year Ended
Statement of Income LocationDecember 31, 2022December 25, 2021
Finance lease cost:
Amortization of lease assetsDepreciation and amortization$3,351 $5,085 
Interest on lease liabilitiesInterest expense, net1,787 1,740 
Operating lease costSelling, general and administrative expenses434,313 400,908 
Variable lease costSelling, general and administrative expenses89,026 79,479 
Net lease cost$528,477 $487,212 

The following table summarizes the future maturities of the Company’s lease liabilities (in thousands):

Operating Leases (a)
Finance LeasesTotal
2023$453,562 $4,808 $458,370 
2024436,059 4,823 440,882 
2025412,4224,750417,172
2026379,6914,720384,411
2027342,6204,802347,422
After 20271,675,59222,8161,698,408
Total lease payments3,699,94646,7193,746,665
Less: Interest(632,534)(8,889)(641,423)
Present value of lease liabilities$3,067,412 $37,830 $3,105,242 

(a) Operating lease payments exclude $289.1 million of legally binding minimum lease payments for leases signed, but not yet commenced.

The following table summarizes the Company’s lease term and discount rate:
December 31, 2022December 25, 2021
Weighted-average remaining lease term (years):
Finance leases10.110.5
Operating leases10.110.0
Weighted-average discount rate:
Finance leases4.6 %4.8 %
Operating leases3.8 %3.6 %

The following table summarizes the other information related to the Company’s lease liabilities (in thousands):
Fiscal Year Ended
December 31, 2022December 25, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows used for finance leases$4,057 $4,580 
Operating cash flows used for finance leases1,787 1,740 
Operating cash flows for operating leases430,396 404,864 
Lessee, Finance Leases Leases:
The Company leases the majority of its retail store locations, two distribution sites, its Merchandise Innovation Center, and certain equipment under various non-cancellable operating leases. The leases have varying terms and expire at various dates through 2043.  Store leases typically have initial terms of between 10 years and 20 years, with two to four optional renewal periods of five years each.  The exercise of lease renewal options is at our sole discretion. The Company has included lease renewal options in the lease term for calculations of its right-of-use assets and liabilities when it is reasonably certain that the Company plans to renew these leases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes, and insurance costs) together with non-lease components (e.g., fixed payment common-area maintenance) as a single component for all classes of underlying assets. Certain lease agreements require variable payments based upon actual costs of common-area maintenance, real estate taxes, and insurance. Further, certain lease agreements require variable payments based upon store sales above agreed-upon sales levels for the year and others require payments adjusted periodically for inflation. As substantially all of our leases do not provide an implicit rate, we estimate our collateralized incremental borrowing rate based upon a Company specific credit rating and yield curve analysis at commencement or modification date in determining the present value of lease payments.

The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. Short-term lease cost during the periods presented was immaterial.

In addition to the operating lease right-of-use assets presented on the Consolidated Balance Sheets, assets, net of accumulated amortization, under finance leases of $32.1 million and $32.0 million are recorded within the Property and equipment, net line on the Consolidated Balance Sheets as of December 31, 2022 and December 25, 2021, respectively.
The following table summarizes the Company’s classification of lease cost (in thousands):
Fiscal Year Ended
Statement of Income LocationDecember 31, 2022December 25, 2021
Finance lease cost:
Amortization of lease assetsDepreciation and amortization$3,351 $5,085 
Interest on lease liabilitiesInterest expense, net1,787 1,740 
Operating lease costSelling, general and administrative expenses434,313 400,908 
Variable lease costSelling, general and administrative expenses89,026 79,479 
Net lease cost$528,477 $487,212 

The following table summarizes the future maturities of the Company’s lease liabilities (in thousands):

Operating Leases (a)
Finance LeasesTotal
2023$453,562 $4,808 $458,370 
2024436,059 4,823 440,882 
2025412,4224,750417,172
2026379,6914,720384,411
2027342,6204,802347,422
After 20271,675,59222,8161,698,408
Total lease payments3,699,94646,7193,746,665
Less: Interest(632,534)(8,889)(641,423)
Present value of lease liabilities$3,067,412 $37,830 $3,105,242 

(a) Operating lease payments exclude $289.1 million of legally binding minimum lease payments for leases signed, but not yet commenced.

The following table summarizes the Company’s lease term and discount rate:
December 31, 2022December 25, 2021
Weighted-average remaining lease term (years):
Finance leases10.110.5
Operating leases10.110.0
Weighted-average discount rate:
Finance leases4.6 %4.8 %
Operating leases3.8 %3.6 %

The following table summarizes the other information related to the Company’s lease liabilities (in thousands):
Fiscal Year Ended
December 31, 2022December 25, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows used for finance leases$4,057 $4,580 
Operating cash flows used for finance leases1,787 1,740 
Operating cash flows for operating leases430,396 404,864 
v3.22.4
Capital Stock and Dividends
 12 Months Ended
Dec. 31, 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 fiscal 2022 and 2021, the Company’s Board of Directors declared the following cash dividends:
Date DeclaredDividend Amount
Per Share of Common Stock		Record DateDate Paid
November 2, 2022$0.92November 21, 2022December 6, 2022
August 4, 2022$0.92August 22, 2022September 7, 2022
May 10, 2022$0.92May 25, 2022June 8, 2022
January 26, 2022$0.92February 21, 2022March 8, 2022
November 3, 2021$0.52November 22, 2021December 8, 2021
August 4, 2021$0.52August 23, 2021September 8, 2021
May 5, 2021$0.52May 24, 2021June 8, 2021
January 27, 2021$0.52February 22, 2021March 9, 2021

It is the present intention of the Company’s Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment amount of future dividends will be determined by the Company’s Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company, along with any other factors which the Company’s Board of Directors deem relevant.
On February 8, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $1.03 per share of the Company’s outstanding common stock.  The dividend will be paid on March 14, 2023, to stockholders of record as of the close of business on February 27, 2023.
v3.22.4
Treasury Stock
 12 Months Ended
Dec. 31, 2022
Treasury Stock Transactions, Excluding Value of Shares Reissued [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. As of December 31, 2022, the authorization amount of the program, which has been increased from time to time, was authorized for up to $6.50 billion, exclusive of any fees, commissions or other expenses related to such repurchases. The total authorized amount reflects a $2.00 billion increase to the share repurchase program which was approved by the Board of Directors on January 26, 2022. 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 December 31, 2022, the Company had remaining authorization under the share repurchase program of $1.65 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 in fiscal 2022, 2021, and 2020, respectively (in thousands, except per share amounts):  
Fiscal Year
202220212020
Total number of shares repurchased3,378 4,364 3,439 
Average price paid per share$207.23 $183.07 $99.72 
Total cash paid for share repurchases$700,063 $798,893 $342,957 

Shares repurchased in fiscal 2020 were impacted by the temporary suspension of our share repurchase program from March 12, 2020 until November 5, 2020, in order to strengthen our liquidity and preserve cash while navigating the COVID-19 pandemic.
v3.22.4
Net Income Per Share
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net Income Per Share Net Income Per Share:
Net income per share is calculated as follows (in thousands, except per share amounts):
Fiscal Year
 2022
 
Net
Income
Shares
Per Share
Amount
Basic net income per share:$1,088,712 111,336 $9.78 
Dilutive effect of share-based awards— 813 (0.07)
Diluted net income per share:$1,088,712 112,149 $9.71 
Fiscal Year
 2021
 
Net
Income
Shares
Per Share
Amount
Basic net income per share:$997,114 114,794 $8.69 
Dilutive effect of share-based awards— 1,030 (0.08)
Diluted net income per share:$997,114 115,824 $8.61 
Fiscal Year
 2020
 
Net
Income
Shares
Per Share
Amount
Basic net income per share:$748,958 116,370 $6.44 
Dilutive effect of share-based awards— 1,066 (0.06)
Diluted net income per share:$748,958 117,436 $6.38 
Anti-dilutive share-based awards excluded from the above calculations totaled approximately 0.1 million in fiscal 2022 and less than 0.1 million in fiscal 2021 and fiscal 2020.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes:
The provision for income taxes consists of the following (in thousands):
Fiscal Year
 202220212020
Current tax expense:   
Federal$225,565 $221,152 $211,228 
State41,748 34,238 38,511 
Total current267,313 255,390 249,739 
Deferred tax expense/(benefit):
Federal50,833 24,303 (21,997)
State(2,548)3,281 (8,553)
Total deferred48,285 27,584 (30,550)
Total provision$315,598 $282,974 $219,189 


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets and liabilities are as follows (in thousands):
 December 31, 2022December 25, 2021
Tax assets:  
Inventory valuation$30,599 $23,365 
Accrued employee benefits costs24,544 36,810 
Nondeductible reserves8,259 7,099 
Finance lease liabilities9,531 8,958 
Operating lease liabilities763,729 740,478 
Deferred compensation13,459 12,201 
Workers' compensation insurance14,667 14,271 
General liability insurance11,142 9,402 
Income tax credits13,131 7,986 
Amortization23,496 7,803 
Depreciation19,322 — 
Other12,452 12,799 
 944,331 881,172 
Tax liabilities: 
Finance lease assets(8,113)(7,797)
Operating lease right-of-use assets(723,688)(702,197)
Depreciation(231,191)(161,137)
Other(12,114)(7,604)
 (975,106)(878,735)
Net deferred tax (liability) / asset$(30,775)$2,437 
The Company has evaluated the need for a valuation allowance for all or a portion of the deferred tax assets.  The Company believes that all of the deferred tax assets will more likely than not be realized through future earnings.  The Company had state tax credit carryforwards of $14.0 million and $6.6 million as of December 31, 2022 and December 25, 2021, respectively, with varying dates of expiration through 2037.  The Company provided no valuation allowance as of December 31, 2022 and December 25, 2021 for state tax credit carryforwards, as the Company believes it is more likely than not that all of these credits will be utilized before their expiration dates.
A reconciliation of the provision for income taxes to the amounts computed at the federal statutory rate is as follows (in thousands):
Fiscal Year
 202220212020
Tax provision at statutory rate$294,905 $268,819 $203,311 
Tax effect of:
State income taxes, net of federal tax benefits41,235 36,116 27,642 
Tax credits, net of federal tax benefits(15,616)(13,157)(8,828)
Share-based compensation programs(9,025)(13,368)(9,303)
Other4,099 4,564 6,367 
Total income tax expense$315,598 $282,974 $219,189 

The Company and its affiliates file income tax returns in the U.S. and various state and local jurisdictions.  With few exceptions, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years before 2018.  Various states have completed an examination of our income tax returns for 2018 through 2020 with minimal adjustments.

The total amount of unrecognized tax positions that, if recognized, would decrease the effective tax rate, is $4.5 million at December 31, 2022. In addition, the Company recognizes current interest and penalties accrued related to these uncertain tax positions as interest expense, and the amount is not material to the Consolidated Statements of Income.  The Company has considered the reasonably possible expected net change in uncertain tax positions during the next 12 months and does not expect any material changes to our liability for uncertain tax positions through December 31, 2022.

A reconciliation of the beginning and ending gross amount of unrecognized tax benefits (exclusive of interest and penalties) is as follows (in thousands):
Fiscal Year
 202220212020
Balance at beginning of year$3,749 $3,236 $2,760 
Additions based on tax positions related to the current year1,359 927 816 
Additions for tax positions of prior years760 51 32 
Reductions for tax positions of prior years(506)(465)(372)
Balance at end of year$5,362 $3,749 $3,236 

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the U.S. on March 27, 2020. The enactment of this legislation did not have a material impact on income tax expense in fiscal 2022. However, the Company did elect to participate in the deferral of the employer’s share of social security tax deposits, with $24.5 million included within other accrued expenses in the Consolidated Balance Sheet as of December 25, 2021. The remaining balance of deferred social security tax deposits was paid during 2022.
v3.22.4
Retirement Benefit Plans
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Retirement Benefit Plans Retirement Benefit Plans:
The Company has a defined contribution benefit plan, the Tractor Supply Company 401(k) Retirement Savings Plan (the “401(k) Plan”), which provides retirement benefits for eligible employees.  The Company matches (in cash) 100% of the employee’s elective contributions up to 3% of eligible compensation plus 50% of the employee’s elective contributions from 3% to 6% of eligible compensation.  In no event shall the total Company match made on behalf of the employee exceed 4.5% of the employee’s eligible compensation.  All current contributions are immediately vested.  Company contributions to the 401(k) Plan were approximately $17.2 million, $15.3 million, and $12.9 million during fiscal 2022, 2021, and 2020, respectively.

The Company offers, through a deferred compensation program, the opportunity for certain qualifying employees to elect to defer a portion of their annual base salary and/or their annual incentive bonus.  Under the deferred compensation program, a percentage of the participants’ salary deferral is matched by the Company, limited to a maximum annual matching contribution of $4,500.  The Company’s contributions, including accrued interest, were $0.6 million, $0.3 million, and $0.6 million during fiscal 2022, 2021, and 2020, respectively.
v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies:
Contractual Commitments

At December 31, 2022, the Company had contractual commitments of approximately $105.4 million, of which $61.0 million is related to the construction of new distribution centers, and the remaining is related to purchase obligations such as inventory purchases and marketing-related contracts. The Company does not have material contractual commitments related to construction projects extending greater than twelve months. In addition, the Company had $289.1 million legally binding minimum lease payments for leases signed, but not yet commenced. The Company has also committed to sell the Orscheln corporate headquarters and distribution center to Bomgaars for $10 million within 15 months following the closing of the Orscheln acquisition.

Letters of Credit

At December 31, 2022, there were $52.6 million outstanding letters of credit under the Senior Credit Facility.

Litigation
The Company is involved in various litigation matters arising in the ordinary course of business. The Company believes that, based upon information currently available, any estimated loss related to such matters has been adequately provided for in accrued liabilities to the extent probable and reasonably estimable. Accordingly, the Company currently expects these matters will be resolved without material adverse effect on its consolidated financial position, results of operations or cash flows.  However, litigation and other legal matters involve an element of uncertainty. Future developments in such matters, including adverse decisions or settlements or resulting required changes to the Company’s business operations, could affect our consolidated operating results when resolved in future periods or could result in liability or other amounts material to the Company’s Consolidated Financial Statements.
v3.22.4
Segment Reporting
 12 Months Ended
Dec. 31, 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 fiscal 2022, 2021, and 2020:
 Percent of Net Sales
Fiscal Year
Product Category:202220212020
Livestock and Pet50 %47 %47 %
Seasonal, Gift and Toy Products21 21 21 
Hardware, Tools and Truck19 21 21 
Clothing and Footwear7 8 7 
Agriculture3 3 4 
Total100 %100 %100 %
v3.22.4
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Nature of Business
Nature of Business

Founded in 1938, Tractor Supply Company (the “Company” or “Tractor Supply” or “we” or “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 by Tractor Supply”), 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 December 31, 2022, the Company operated a total of 2,333 retail stores in 49 states (2,066 Tractor Supply retail stores, 186 Petsense by Tractor Supply retail stores, and 81 Orscheln Farm and Home retail stores) and also offered an expanded assortment of products through the Tractor Supply Company mobile application and online at TractorSupply.com, Petsense.com, and Orschelnfarmhome.com.

On October 12, 2022, the Company completed its acquisition of Orscheln Farm and Home, LLC (“Orscheln” or “Orscheln Farm and Home”). The Company acquired 166 Orscheln stores for approximately $397.7 million, exclusive of cash acquired. Concurrently with the closing of the acquisition, the Company divested 85 store locations to two buyers. Net proceeds from the store divestitures were approximately $69.4 million. In addition, Tractor Supply has agreed to sell the Orscheln corporate headquarters and distribution center to Bomgaars Supply, Inc. for approximately $10 million within 15 months after the closing of the acquisition. The acquisition was financed with cash-on-hand and borrowings under the 2022 Senior Credit Facility (as defined below). The Company plans to rebrand all Orscheln stores to Tractor Supply stores by the end of fiscal 2023. See Note 3 to the Consolidated Financial Statements for additional information surrounding the acquisition of Orscheln Farm and Home.
Basis of Presentation Basis of PresentationThe accompanying 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”).
Fiscal Year
Fiscal Year

The Company’s fiscal year includes 52 or 53 weeks and ends on the last Saturday of the calendar year.  The fiscal year ended December 31, 2022 consisted of 53 weeks, while the years ended December 25, 2021 and December 26, 2020 each consisted of 52 weeks.
Principles of Consolidation
Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries.  All intercompany accounts and transactions have been eliminated.
Management Estimates
Management Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP inherently requires estimates and assumptions by management of the Company that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures.  Actual results could differ from those estimates.
Significant estimates and assumptions by management primarily impact the following key financial statement areas:
Inventory Impairment Risk
Inventory Valuation

Inventory Impairment Risk
The Company identifies 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.  The Company has established an inventory valuation reserve to recognize the estimated impairment in value (i.e., an inability to realize the full carrying value) based on the Company’s aggregate assessment of these valuation indicators under prevailing market conditions and current merchandising strategies. The Company does not believe its 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.
Shrinkage
Shrinkage
The Company typically performs physical inventories at least once a year for each store that has been open more than 12 months, and the Company has 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.  The Company believes historical rates are a reasonably accurate reflection of future trends.
Vendor Funding
Vendor Funding
The Company receives funding from substantially all of its significant merchandise vendors, in support of its 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 the Company’s 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 sold as the related inventory is sold.  

During interim periods, the amount of vendor support and volume rebates are estimated based upon initial commitments and anticipated purchase levels with applicable vendors.  The estimated purchase volume (and related vendor funding) is based on the Company’s current knowledge of inventory levels, sales trends and expected customer demand, as well as planned new store openings and relocations.  Although the Company believes it 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.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets

Long-lived assets, including lease right-of-use assets, 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, the Company first compares the carrying value of the asset or asset group to its estimated undiscounted future cash flows. 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 related asset, the Company calculates an impairment loss.  The impairment loss calculation compares the carrying value of the related asset or asset group to its estimated fair value, which may be based on an estimated future cash flow model, market valuation, or other valuation technique, as appropriate. The Company recognizes an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If the Company recognizes 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.

No significant impairment charges were recognized in fiscal 2022 or 2021 related to long-lived assets. In fiscal 2020, we recognized $5.1 million of impairment charges related to long-lived assets for Petsense by Tractor Supply stores.  Impairment charges, if recognized, are included in selling, general and administrative (“SG&A”) expenses in the Consolidated Statements of Income.
Impairement of Indefinite-Lived Intangible Assets
Impairment of Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment evaluation is conducted on the first day of our fiscal fourth quarter.
In accordance with the accounting standards, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such assessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down to fair value.

The quantitative impairment test for goodwill compares the fair value of a reporting unit with the carrying value of its net assets, including goodwill.  If the fair value of the reporting unit is less than the carrying value of the reporting unit, an impairment charge would be recorded to the Company’s operations for the amount in which the carrying amount exceeds the reporting unit’s fair value. We determine fair values for each reporting unit using the market approach, when available and appropriate, the income approach, or a combination of both. The income approach involves forecasting projected financial information (such as revenue growth rates, profit margins, tax rates, and capital expenditures) and selecting a discount rate that reflects the risk inherent in estimated future cash flows. Under the market approach, the fair value is based on observed market data. If multiple valuation methodologies are used, the results are weighted appropriately.

The quantitative impairment test for other indefinite-lived intangible assets involves comparing the carrying amount of the asset to the sum of the discounted cash flows expected to be generated by the asset. If the implied fair value of the indefinite-lived intangible asset is less than the carrying value, an impairment charge would be recorded to the Company’s operations.

No impairment charges were recognized in fiscal 2022 or 2021 related to indefinite-lived intangible assets. As described in further detail in Note 4 to the Consolidated Financial Statements, in fiscal 2020 we recognized goodwill impairment of $60.8 million and trade name asset impairment of $8.2 million related to Petsense by Tractor Supply. Impairment charges, if recognized, are included as a separate line item within SG&A expenses in the Consolidated Statements of Income.
Revenue Recognition The Company recognizes revenue at the time the customer takes possession of merchandise.  If the Company receives payment before completion of its customer obligations (as per the Company’s special order and layaway programs), the revenue is deferred until the customer takes possession of the merchandise and the sale is complete.
Sales Taxes The Company is required to collect certain taxes and fees from customers on behalf of government agencies and remit such collections to the applicable governmental agency on a periodic basis.  These taxes and fees are collected from customers at the time of purchase but are not included in net sales.  The Company records a liability upon collection from the customer and relieves the liability when payments are remitted to the applicable governmental agency.
Revenue Recognition Sales Returns The Company estimates a liability for sales returns based on a rolling average of historical return trends, and the Company believes that its estimate for sales returns is an accurate reflection of future returns associated with past sales.  However, as with any estimate, refund activity may vary from estimated amounts.  The Company had a liability for sales returns of $24.0 million and $17.9 million as of December 31, 2022 and December 25, 2021, respectively.
Revenue Recognition Gift Cards
The Company recognizes revenue when a gift card or merchandise return card is redeemed by the customer and recognizes income when the likelihood of the gift card or merchandise return card being redeemed by the customer is remote (referred to as “breakage”).  The gift cards and merchandise return card breakage rate is based upon historical redemption patterns and income is recognized for unredeemed gift cards and merchandise return cards in proportion to those historical redemption patterns.  The Company recognized breakage income of $4.6 million, $4.2 million, and $3.6 million in fiscal 2022, 2021, and 2020, respectively.

The Company offers a points-based Neighbor’s Club loyalty program to its customers. The points earned by customers can be redeemed for free services or discounts on future purchases. The Company defers the estimated standalone selling price of points related to the loyalty program as a reduction to revenue and establish a corresponding liability in deferred revenue on the Consolidated Balance Sheet. The estimated selling price of each point is based on the standard value per point (1 point is generally equivalent to $0.01), net of points not expected to be redeemed, based on historical redemption. When points are relieved (redeemed, expired, cancelled, etc.), revenue is recognized with a corresponding reduction to the program liability. The Company had a liability for the loyalty program of $19.2 million and $20.9 million as of December 31, 2022 and December 25, 2021, respectively.
Cost of Merchandise Sold
Cost of Merchandise Sold

Cost of merchandise sold includes the total cost of products sold; freight and duty expenses associated with moving merchandise inventories from vendors to distribution facilities, from distribution facilities to retail stores, from one distribution facility to another, and directly to our customers; tariffs on imported products; vendor support; damaged, junked or defective product; cash discounts from payments to merchandise vendors; and adjustments for shrinkage (physical inventory losses), lower of cost or net realizable value, slow moving product, and excess inventory quantities.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses

SG&A expenses include payroll and benefit costs for retail, distribution facility, and corporate team members; share-based compensation expenses; occupancy costs of retail, distribution, and corporate facilities; advertising; tender costs, including bank charges and costs associated with credit and debit card interchange fees; outside service fees; and other administrative costs, such as computer maintenance, supplies, travel, and lodging.
Advertising Costs
Advertising Costs

Advertising costs consist of expenses incurred in connection with digital and social media offerings, television, newspaper circulars, and customer-targeted direct e-mail and direct mail, as well as limited events through radio and other media channels.  Costs are expensed when incurred with the exception of television advertising and circular and direct mail promotions, which are expensed upon first showing.  Advertising expenses were approximately $94.6 million, $95.4 million, and $100.9 million for fiscal 2022, 2021, and 2020, respectively.  Prepaid advertising costs were approximately $2.1 million and $1.7 million as of December 31, 2022, and December 25, 2021, respectively.
Warehousing and Distribution Costs
Warehousing and Distribution Facility Costs

Costs incurred at the Company’s distribution facilities for receiving, warehousing, and preparing product for delivery are expensed as incurred and are included in SG&A expenses in the Consolidated Statements of Income.  Because the Company does not include these costs in cost of sales, the Company’s gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin.  Distribution facility costs including depreciation were approximately $424.1 million, $367.4 million, and $292.6 million for fiscal 2022, 2021, and 2020, respectively.
Pre-opening Costs
Pre-Opening Costs

Non-capital expenditures incurred in connection with opening new stores, primarily payroll and rent, are expensed as incurred.  Pre-opening costs were approximately $10.2 million, $10.4 million, and $8.6 million for fiscal 2022, 2021, and 2020, respectively.
Share-based Compensation
Share-Based Compensation

The Company has share-based compensation plans covering certain members of management and non-employee directors, which include non-qualified stock options, restricted stock units, and performance-based restricted share units. Performance-based restricted share units are subject to performance conditions that include both Company and market performance. In addition, the Company offers an Employee Stock Purchase Plan (“ESPP”) to eligible team members.

The Company estimates the fair value of its stock option awards at the date of grant utilizing a Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. However, key assumptions used in the Black-Scholes model are adjusted to incorporate the unique characteristics of the Company’s stock option awards. Option pricing models and generally accepted valuation techniques require management to make subjective assumptions including expected stock price volatility, expected dividend yield, risk-free interest rate, expected term and forfeiture rates. The Company relies on historical volatility trends to estimate future volatility assumptions.  The risk-free interest rates used were actual U.S. Treasury Constant Maturity rates for bonds matching the expected term of the option on the date of grant. The expected term of the option on the date of grant was estimated based on the Company’s historical experience for similar options.

The forfeiture rate at the time of valuation was estimated based on historical experience for similar options and reduces expense ratably over the vesting period. The Company adjusts this estimate periodically, based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

The fair value of the Company’s restricted stock units is the closing stock price of the Company’s common stock the day preceding the grant date, discounted for the expected dividend yield over the term of the award. The fair value of the Company's performance-based restricted share units is estimated using a Monte Carlo simulation model on the grant date. Key assumptions used in the Monte Carlo simulation include expected volatility, dividend yield and risk-free interest rate.

The Company believes its estimates are reasonable in the context of historical experience.  Future results will depend on, among other matters, levels of share-based compensation granted in the future, actual forfeiture rates, and the timing of option exercises.
Depreciation and Amortization
Depreciation and Amortization

Depreciation includes expenses related to all retail, distribution facility, and corporate assets.  Amortization includes expenses related to definite-lived intangible assets.
Income Tax
Income Taxes

The Company uses the asset and liability method to account for income taxes whereby deferred tax assets and liabilities are determined based on differences between the financial carrying amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are anticipated to be in effect when temporary differences reverse or are settled.  The effect of a tax rate change is recognized in the period in which the law is enacted in the provision for income taxes.  The Company records a valuation allowance when it is more likely than not that a deferred tax asset will not be realized.
Tax Contingencies
Tax Contingencies

The Company’s income tax returns are periodically audited by U.S. federal and state tax authorities. These audits include questions regarding 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 the Company’s various tax filing positions, the Company records 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 the
Company has established a reserve, is audited and fully resolved or clarified.  The Company recognizes 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.  The Company adjusts its tax contingencies reserve and income tax provision in the period in which actual results of a settlement with tax authorities differs from the established reserve, the statute of limitations expires for the relevant tax authority to examine the tax position or when more information becomes available.
Sales Tax Audit Reserve
Sales Tax Audit Reserve

A portion of the Company’s sales are to tax-exempt customers, predominantly agricultural-based.  The Company obtains exemption information as a necessary part of each tax-exempt transaction.  Many of the states in which the Company conducts business will perform audits to verify the Company’s compliance with applicable sales tax laws.  The business activities of the Company’s customers and the intended use of the unique products sold by the Company create a challenging and complex tax compliance environment.  These circumstances also create some risk that the Company could be challenged as to the accuracy of the Company’s sales tax compliance.

The Company reviews past audit experience and assessments with applicable states to continually determine if it has potential exposure for non-compliance.  Any estimated liability is based on an initial assessment of compliance risk and historical experience with each state.  The Company continually reassesses 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.  The reserve for these tax audits can fluctuate depending on numerous factors, including 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.
Net Income Per Share Net Income Per ShareThe Company presents both basic and diluted net income per share on the 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 have been considered satisfied as of the end of the reporting period.
Cash and Cash Equivalents
Cash and Cash Equivalents

Temporary cash investments, with a maturity of three months or less when purchased, are considered to be cash equivalents.  The majority of payments due from banks for customer credit cards are classified as cash and cash equivalents, as they generally settle within 24 - 48 hours.

Sales generated through the Company’s private label credit cards are not reflected as accounts receivable.  Under an agreement with Citi Cards, a division of Citigroup, consumer and business credit is extended directly to customers by Citigroup.  All credit program and related services are performed and controlled directly by Citigroup.  Payments due from Citigroup are classified as cash and cash equivalents as they generally settle within 24 - 48 hours.
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 Consolidated Financial Statements, the Company had $1.18 billion and $1.00 billion in outstanding borrowings as of December 31, 2022 and December 25, 2021, respectively. The fair value of the Company's $150 million 3.70% Senior Notes (the “3.70% Senior Notes”), the $200 million term loan (the “November 2020 Term Loan,” retired on September 30, 2022 and discussed in further detail in Note 5 to the Consolidated Financial Statements), and the $378 million in borrowings under the Company's Revolving Credit Facility (as defined below) were determined based on market interest rates (Level 2 inputs). The carrying value of borrowings under the $3.70% Senior Notes, the November 2020 Term Loan, and the Revolving Credit Facility all approximate fair value for each period reported.

The fair value of the Company's $650 million 1.75% Senior Notes (the “1.75% Senior Notes”) is determined based on quoted prices in active markets, which are considered Level 1 inputs. The carrying value and the fair value of the 1.75% Senior Notes, net of discount were as follows (in thousands):

December 31, 2022December 25, 2021
Carrying ValueFair ValueCarrying ValueFair Value
Liabilities:
1.75% Senior Notes$639,220 $500,065 $637,844 $614,881 

The Company’s interest rate swap is carried at fair value, which is determined based on the present value of expected future cash flows using forward rate curves, which is considered a Level 2 input. 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 in the period in which the hedged transaction(s) affect earnings. The fair value of the interest rate swap, excluding accrued interest, was as follows (in thousands):

Fair Value Measurements at
December 31, 2022December 25, 2021
Interest rate swap assets (Level 2)$15,146 $1,809 
Derivative Financial Instruments
Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with applicable accounting standards for such instruments and hedging activities, which require that all derivatives are recorded on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge a certain portion of its risk, even though hedge accounting does not apply or the Company elects not to apply the hedge accounting standards.
The fair value of the interest rate swaps, excluding accrued interest, was a net asset of $15.1 million and $1.8 million as of December 31, 2022 and December 25, 2021, respectively.
Inventories
Inventories

Inventories are stated at the lower of cost, as determined by the average cost method, or net realizable value.  Inventory cost consists of the direct cost of merchandise including freight, duties, and tariffs.  Inventories are net of shrinkage, obsolescence, other valuations, and vendor allowances.
Property and Equipment
Property and Equipment

Property and equipment are initially recorded at cost.  Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.  Improvements to leased premises are amortized using the straight-line method over the remaining term of the lease or the useful life of the improvement, whichever is less. The following table summarizes the Company's property and equipment balances and includes the estimated useful lives which are generally applied (in thousands, except estimated useful lives):
 Estimated Useful LivesDecember 31,
2022		December 25,
2021
Land$100,129 $100,129 
Buildings and improvements1 – 35 years1,753,601 1,517,052 
Furniture, fixtures and equipment5 – 10 years1,086,013 900,272 
Computer software and hardware2 – 7 years766,031 694,455 
Construction in progress394,143 211,486 
Property and equipment, gross4,099,917 3,423,394 
Accumulated depreciation and amortization(2,016,301)(1,805,588)
Property and equipment, net$2,083,616 $1,617,806 
Capitalized Software Costs
Capitalized Software Costs

The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software, which is two to seven years.  Computer software consists of software developed for internal-use and third-party software purchased for internal-use.  A subsequent addition, modification or upgrade to internal-use software is capitalized to the extent that it enhances the software’s functionality or extends its useful life.  These costs are included in property and equipment in the accompanying Consolidated Balance Sheets.  Certain software costs not meeting the criteria for capitalization are expensed as incurred.
Store Closing Costs
Store Closing Costs

The Company regularly evaluates the performance of its stores and periodically closes those stores that are underperforming.  The Company records a liability for costs associated with an exit or disposal activity when the liability is incurred, usually in the period the store closes.  Store closing costs were not significant to the results of operations for any of the fiscal years presented.
Leases
Leases

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment, if any, of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. As substantially all of our leases do not provide an implicit rate, we estimate our collateralized incremental borrowing rate based upon a Company specific credit rating and yield curve analysis at commencement or modification date in determining the present value of lease payments.

Assets under finance leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term, if shorter, and the related charge to operations is included in depreciation expense in the Consolidated Statements of Income.
New accounting pronouncements
Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the “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. In December 2022, the FASB issued ASU 2022-06, “Deferral of the Sunset Date of Topic 848,” which deferred the sunset date to Topic 848 from December 31,2022, to December 31, 2024. The Company elected the optional expedients in connection with the debt refinancing and transitioned from LIBOR to the Secured Overnight Financing Rate (“SOFR”) on September 30, 2022.

New Accounting Pronouncements Not Yet Adopted

In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which makes a number of changes meant to add certain disclosure requirements for a buyer in a supplier finance program. The amendments are effective for all companies for fiscal years beginning after December 15, 2022 on a retrospective basis. Upon adoption, the Company will be required to include additional disclosures of the supplier finance program obligations.
Self Insurance Reserve
Self-Insurance Reserves

The Company self-insures a significant portion of its workers’ compensation and general liability (including product liability) insurance plans.  The Company has stop-loss insurance policies to protect it from individual losses over specified dollar values. Our deductible or self-insured retention, as applicable, for each claim involving workers’ compensation insurance and general liability insurance is limited to $500,000 and our Texas Work Injury Policy is limited to $500,000. Further, we maintain a commercially reasonable umbrella/excess policy that covers liabilities in excess of the primary insurance policy limits.
The full extent of certain workers’ compensation and general liability claims may not become fully determined for several years. Therefore, the Company estimates potential obligations based upon historical claims experience, loss development factors, severity factors, and other actuarial assumptions. Although the Company believes the reserves established for these obligations are reasonably estimated, any significant change in the number of claims or costs associated with claims made under these plans could have a material effect on the Company’s financial results.  At December 31, 2022, the Company had insurance reserves for workers' compensation of $74.0 million, compared to $67.1 million at December 25, 2021. Insurance reserves for general liability plans was $51.5 million at December 31, 2022 compared to $41.3 million at December 25, 2021. In addition, insurance receivables recorded in Other assets on the Consolidated Balance Sheets for claims greater than our insurance stop-loss limits were $18.4 million and $14.9 million as of December 31, 2022 and December 25, 2021.
v3.22.4
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Estimated useful lives of property, plant and equipment
Property and Equipment

Property and equipment are initially recorded at cost.  Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.  Improvements to leased premises are amortized using the straight-line method over the remaining term of the lease or the useful life of the improvement, whichever is less. The following table summarizes the Company's property and equipment balances and includes the estimated useful lives which are generally applied (in thousands, except estimated useful lives):
 Estimated Useful LivesDecember 31,
2022		December 25,
2021
Land$100,129 $100,129 
Buildings and improvements1 – 35 years1,753,601 1,517,052 
Furniture, fixtures and equipment5 – 10 years1,086,013 900,272 
Computer software and hardware2 – 7 years766,031 694,455 
Construction in progress394,143 211,486 
Property and equipment, gross4,099,917 3,423,394 
Accumulated depreciation and amortization(2,016,301)(1,805,588)
Property and equipment, net$2,083,616 $1,617,806 
v3.22.4
Share Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Key assumptions in fair value determination The ranges of key assumptions used in determining the fair value of options granted during fiscal 2022, 2021, and 2020, as well as a summary of the methodology applied to develop each assumption, are as follows:
 Fiscal Year
 202220212020
Expected price volatility
29.9% - 31.3%
29.8% - 30.3%
26.7% - 30.0%
Risk-free interest rate
1.7% - 4.3%
0.3% - 1.0%
0.2% - 1.3%
Weighted average expected lives (in years)4.14.34.3
Forfeiture rate6.9 %7.0 %7.0 %
Dividend yield1.6 %1.5 %1.5 %
Summary of stock option activity A summary of stock option activity is as follows:
Stock Option ActivityOptions
Weighted
Average Exercise
Price
Weighted Average Fair Value
Weighted Average
Remaining
Contractual Term
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 25, 20211,168,311 95.85 6.9$154,706 
Granted141,803 220.70 $49.69 
Exercised(201,273)88.61 
Canceled(18,452)169.41 
Outstanding at December 31, 20221,090,389 $112.18 6.3$122,985 
Exercisable at December 31, 2022687,825 $87.03 5.2$94,875 
Other information relative to option activity
Other information relative to options activity during fiscal 2022, 2021, and 2020 is as follows (in thousands):

Fiscal Year
 202220212020
Total fair value of stock options vested$7,783 $8,478 $12,546 
Total intrinsic value of stock options exercised$25,024 $90,532 $64,395 
Restricted stock units activity A summary of restricted stock unit activity is presented below:
Restricted Stock Unit ActivityRestricted Stock UnitsWeighted Average Grant Date Fair Value
Restricted at December 25, 2021523,419 $115.59 
Granted200,503 208.89 
Vested(233,777)111.34 
Forfeited(41,063)164.54 
Restricted at December 31, 2022449,082 $155.24 
Other information relative to restricted unit activity
Other information relative to restricted stock unit activity during fiscal 2022, 2021, and 2020 is as follows (in thousands):
Fiscal Year
 202220212020
Total grant date fair value of restricted stock units vested and issued$26,031 $25,222 $17,935 
Total intrinsic value of restricted stock units vested and issued$50,532 $47,136 $23,011 
Performance-based Share Unit Activity
A summary of performance-based restricted share unit activity is presented below:

Performance-Based Restricted Share Unit ActivityPerformance-Based Restricted Share UnitsWeighted Average Grant Date Fair Value
Restricted at December 25, 2021187,018 $107.99 
Granted (a)
53,222 223.76 
Performance adjustment78,356 90.00 
Vested(156,712)90.00 
Forfeited(6,285)196.11 
Restricted at December 31, 2022155,599 $155.02 
(a) Assumes 100% target level achievement of the relative performance targets. The actual number of shares that will be issued, which may be higher or lower than the target, will be determined by the level of achievement of the relative performance targets, inclusive of the TSR modifier.
v3.22.4
Debt (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Debt
The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions):
December 31,
2022		December 25,
2021
1.75% Senior Notes$650.0 $650.0 
3.70% Senior Notes150.0 150.0 
Senior Credit Facility:
November 2020 Term Loan— 200.0 
Revolving Credit Facility378.0 — 
Total outstanding borrowings1,178.0 1,000.0 
Less: unamortized debt discounts and issuance costs(13.9)(13.6)
Total debt1,164.1 986.4 
Less: current portion of long-term debt— — 
Long-term debt$1,164.1 $986.4 
Outstanding letters of credit$52.6 $52.9 
v3.22.4
Leases, Supplemental Lease Liability (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Lease, Cost
The following table summarizes the Company’s classification of lease cost (in thousands):
Fiscal Year Ended
Statement of Income LocationDecember 31, 2022December 25, 2021
Finance lease cost:
Amortization of lease assetsDepreciation and amortization$3,351 $5,085 
Interest on lease liabilitiesInterest expense, net1,787 1,740 
Operating lease costSelling, general and administrative expenses434,313 400,908 
Variable lease costSelling, general and administrative expenses89,026 79,479 
Net lease cost$528,477 $487,212 
Lessee, Operating Lease, Liability, Maturity
The following table summarizes the future maturities of the Company’s lease liabilities (in thousands):

Operating Leases (a)
Finance LeasesTotal
2023$453,562 $4,808 $458,370 
2024436,059 4,823 440,882 
2025412,4224,750417,172
2026379,6914,720384,411
2027342,6204,802347,422
After 20271,675,59222,8161,698,408
Total lease payments3,699,94646,7193,746,665
Less: Interest(632,534)(8,889)(641,423)
Present value of lease liabilities$3,067,412 $37,830 $3,105,242 

(a) Operating lease payments exclude $289.1 million of legally binding minimum lease payments for leases signed, but not yet commenced.
Schedule of Cash Flow, Supplemental Disclosures
The following table summarizes the other information related to the Company’s lease liabilities (in thousands):
Fiscal Year Ended
December 31, 2022December 25, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows used for finance leases$4,057 $4,580 
Operating cash flows used for finance leases1,787 1,740 
Operating cash flows for operating leases430,396 404,864 
Lessee, Operating Lease, Terms and Discount Rate
The following table summarizes the Company’s lease term and discount rate:
December 31, 2022December 25, 2021
Weighted-average remaining lease term (years):
Finance leases10.110.5
Operating leases10.110.0
Weighted-average discount rate:
Finance leases4.6 %4.8 %
Operating leases3.8 %3.6 %
v3.22.4
Capital Stock and Dividends (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of Dividends Payable During fiscal 2022 and 2021, the Company’s Board of Directors declared the following cash dividends:
Date DeclaredDividend Amount
Per Share of Common Stock		Record DateDate Paid
November 2, 2022$0.92November 21, 2022December 6, 2022
August 4, 2022$0.92August 22, 2022September 7, 2022
May 10, 2022$0.92May 25, 2022June 8, 2022
January 26, 2022$0.92February 21, 2022March 8, 2022
November 3, 2021$0.52November 22, 2021December 8, 2021
August 4, 2021$0.52August 23, 2021September 8, 2021
May 5, 2021$0.52May 24, 2021June 8, 2021
January 27, 2021$0.52February 22, 2021March 9, 2021
v3.22.4
Net Income Per Share (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net income per share calculation Net Income Per Share:
Net income per share is calculated as follows (in thousands, except per share amounts):
Fiscal Year
 2022
 
Net
Income
Shares
Per Share
Amount
Basic net income per share:$1,088,712 111,336 $9.78 
Dilutive effect of share-based awards— 813 (0.07)
Diluted net income per share:$1,088,712 112,149 $9.71 
Fiscal Year
 2021
 
Net
Income
Shares
Per Share
Amount
Basic net income per share:$997,114 114,794 $8.69 
Dilutive effect of share-based awards— 1,030 (0.08)
Diluted net income per share:$997,114 115,824 $8.61 
Fiscal Year
 2020
 
Net
Income
Shares
Per Share
Amount
Basic net income per share:$748,958 116,370 $6.44 
Dilutive effect of share-based awards— 1,066 (0.06)
Diluted net income per share:$748,958 117,436 $6.38 
Anti-dilutive share-based awards excluded from the above calculations totaled approximately 0.1 million in fiscal 2022 and less than 0.1 million in fiscal 2021 and fiscal 2020.
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Provision for income taxes
The provision for income taxes consists of the following (in thousands):
Fiscal Year
 202220212020
Current tax expense:   
Federal$225,565 $221,152 $211,228 
State41,748 34,238 38,511 
Total current267,313 255,390 249,739 
Deferred tax expense/(benefit):
Federal50,833 24,303 (21,997)
State(2,548)3,281 (8,553)
Total deferred48,285 27,584 (30,550)
Total provision$315,598 $282,974 $219,189 
Deferred tax assets and liabilities Significant components of the deferred tax assets and liabilities are as follows (in thousands):
 December 31, 2022December 25, 2021
Tax assets:  
Inventory valuation$30,599 $23,365 
Accrued employee benefits costs24,544 36,810 
Nondeductible reserves8,259 7,099 
Finance lease liabilities9,531 8,958 
Operating lease liabilities763,729 740,478 
Deferred compensation13,459 12,201 
Workers' compensation insurance14,667 14,271 
General liability insurance11,142 9,402 
Income tax credits13,131 7,986 
Amortization23,496 7,803 
Depreciation19,322 — 
Other12,452 12,799 
 944,331 881,172 
Tax liabilities: 
Finance lease assets(8,113)(7,797)
Operating lease right-of-use assets(723,688)(702,197)
Depreciation(231,191)(161,137)
Other(12,114)(7,604)
 (975,106)(878,735)
Net deferred tax (liability) / asset$(30,775)$2,437 
Reconciliation of the provision for income taxes to the amounts computed at the federal statutory rate
A reconciliation of the provision for income taxes to the amounts computed at the federal statutory rate is as follows (in thousands):
Fiscal Year
 202220212020
Tax provision at statutory rate$294,905 $268,819 $203,311 
Tax effect of:
State income taxes, net of federal tax benefits41,235 36,116 27,642 
Tax credits, net of federal tax benefits(15,616)(13,157)(8,828)
Share-based compensation programs(9,025)(13,368)(9,303)
Other4,099 4,564 6,367 
Total income tax expense$315,598 $282,974 $219,189 
Reconciliation of gross unrecognized tax benefits
A reconciliation of the beginning and ending gross amount of unrecognized tax benefits (exclusive of interest and penalties) is as follows (in thousands):
Fiscal Year
 202220212020
Balance at beginning of year$3,749 $3,236 $2,760 
Additions based on tax positions related to the current year1,359 927 816 
Additions for tax positions of prior years760 51 32 
Reductions for tax positions of prior years(506)(465)(372)
Balance at end of year$5,362 $3,749 $3,236 
v3.22.4
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Average percentage of sales by product categories (in hundredths) The following table indicates the percentage of net sales represented by each major product category during fiscal 2022, 2021, and 2020:
 Percent of Net Sales
Fiscal Year
Product Category:202220212020
Livestock and Pet50 %47 %47 %
Seasonal, Gift and Toy Products21 21 21 
Hardware, Tools and Truck19 21 21 
Clothing and Footwear7 8 7 
Agriculture3 3 4 
Total100 %100 %100 %
v3.22.4
Significant Accounting Policies (Details)
 12 Months Ended
Oct. 12, 2022
USD ($)
Dec. 31, 2022
USD ($)
store
state
h
Dec. 25, 2021
USD ($)
Dec. 26, 2020
USD ($)
Nature of business        
Number of states in which rural lifestyle retail stores are operated by the company | state   49    
Self insurance reserves [Abstract]        
Workers compensation and general liability deductible   $ 500,000    
Impairment of long-lived assets        
Impairment charges   0 $ 0 $ 5,100,000
Goodwill and other intangible assets        
Goodwill, Impairment Loss   0 0 60,800,000
Goodwill and Intangible Asset Impairment   0 0 68,973,000
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)   0 0 8,200,000
Revenue recognition and sales returns        
Revenue Recognition Gift Card   4,600,000 4,200,000 3,600,000
Customer Loyalty Program Liability, Current   19,200,000 20,900,000  
Advertising costs        
Advertising expenses   94,600,000 95,400,000 100,900,000
Prepaid advertising costs   2,100,000 1,700,000  
Warehousing and distribution costs        
Distribution center costs   424,100,000 367,400,000 292,600,000
Preopening costs        
Preopening costs   $ 10,200,000 10,400,000 $ 8,600,000
Cash and cash equivalents        
Minimum processing time for payments due from banks for customer credit card transactions | h   24    
Maximum processing time for payments due from banks for customer credit card transactions | h   48    
Fair value disclosures        
Senior Credit Facility amount outstanding   $ 1,178,000,000 1,000,000,000  
Derivative, Fair Value, Net   15,100,000 1,800,000  
Senior Notes   150,000,000    
Cash Flow Hedge Derivative Instrument Assets at Fair Value   15,146,000 1,809,000  
Property and equipment        
Furniture and Fixtures, Gross   1,086,013,000 900,272,000  
Computer software and hardware, gross   766,031,000 694,455,000  
Construction in Progress, Gross   394,143,000 211,486,000  
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment   2,016,301,000 1,805,588,000  
Buildings and Improvements, Gross   1,753,601,000 1,517,052,000  
Land   100,129,000 100,129,000  
Property, Plant and Equipment, Gross   4,099,917,000 3,423,394,000  
Property and equipment, net   $ 2,083,616,000 1,617,806,000  
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]   Selling, general and administrative expenses    
Allowance for Sales Returns   $ 24,000,000 17,900,000  
Capitalized Software Costs  
Capitalized Software Costs

The Company capitalizes certain costs related to the acquisition and development of software and amortizes these costs using the straight-line method over the estimated useful life of the software, which is two to seven years.  Computer software consists of software developed for internal-use and third-party software purchased for internal-use.  A subsequent addition, modification or upgrade to internal-use software is capitalized to the extent that it enhances the software’s functionality or extends its useful life.  These costs are included in property and equipment in the accompanying Consolidated Balance Sheets.  Certain software costs not meeting the criteria for capitalization are expensed as incurred.
    
Notes Payable to Banks        
Fair value disclosures        
Senior Notes   $ 150,000,000.0 150,000,000.0  
November 2020 Term Loan        
Fair value disclosures        
Term loan, Maximum Month End Outstanding Amount   0 200,000,000.0  
1.750% Senior Notes [Member]        
Fair value disclosures        
Senior Notes   650,000,000 650,000,000.0  
Long-Term Debt, Fair Value   500,065,000 614,881,000  
Senior Notes   $ 639,220,000 637,844,000  
Software - Minimum        
Property and equipment        
Property, plant and equipment, useful life   2 years    
Property, plant and equipment, useful life   2 years    
Software Maximum        
Property and equipment        
Property, plant and equipment, useful life   7 years    
Property, plant and equipment, useful life   7 years    
Orscheln Farm and Home, LLC        
Property and equipment        
Consideration Transferred $ 397,700,000      
Consideration Transferred 397,700,000      
Orscheln Stores [Domain]        
Property and equipment        
Disposal Group, Including Discontinued Operation, Consideration 69,400,000      
Orscheln Distribution Center and Headquarters        
Property and equipment        
Disposal Group, Including Discontinued Operation, Consideration $ 10,000,000      
Self-Insurance Claims        
Property and equipment        
Other Assets   $ 18,400,000 14,900,000  
Other Assets   18,400,000 14,900,000  
Workers' Compensation        
Self insurance reserves [Abstract]        
Self-insurance reserves   74,000,000 67,100,000  
General Liability        
Self insurance reserves [Abstract]        
Self-insurance reserves   $ 51,500,000 $ 41,300,000  
Parent Company [Member]        
Nature of business        
Number of rural lifestyle retail stores operated by the company | store   2,333    
TEXAS        
Self insurance reserves [Abstract]        
Workers compensation and general liability deductible   $ 500,000    
TSCO stores [Domain]        
Nature of business        
Number of rural lifestyle retail stores operated by the company | store   2,066    
Petsense stores [Domain]        
Nature of business        
Number of rural lifestyle retail stores operated by the company | store   186    
Orscheln Stores [Domain]        
Nature of business        
Number of rural lifestyle retail stores operated by the company | store   81    
2022 Senior Credit Facility [Member]        
Fair value disclosures        
Line of Credit Facility, Maximum Month-end Outstanding Amount   $ 378,000,000    
v3.22.4
Share Based Compensation (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Share-based Compensation Arrangement by Share-based Payment Award      
Number of shares available for future equity awards (in shares) 9,200,000    
Share-based compensation $ 53,832 $ 47,649 $ 37,273
Vesting Term, Minimum 1 year    
Vesting Term, Maximum 3 years    
Payments Related to Tax Withholding for Share-based Compensation $ 28,592 $ 14,876 7,799
Key assumptions in fair value determination      
Stock option expiration date (in years) 10 years    
Stock options, additional disclosures      
Weighted average fair value, Granted (in dollars per share) $ 49.69    
Weighted average remaining contractual term, Outstanding, end of period (in years) 6 years 3 months 18 days 6 years 10 months 24 days  
Weighted average remaining contractual term, Exercisable, end of period (in years) 5 years 2 months 12 days    
Aggregate intrinsic value, Outstanding, beginning of period $ 154,706    
Aggregate intrinsic value, Outstanding, end of period 122,985 $ 154,706  
Aggregate intrinsic value, Exercisable at end of period $ 94,875    
Other information relative to restricted unit activity      
Employee stock purchase program discount percentage 15.00%    
Shared-based Payment Arrangement, Amounts Withheld for Tax Withholding $ 28,600 14,900 7,800
Share-Based Payment Arrangement, Expense $ 53,800 $ 47,600 $ 37,300
Share-Based Payment Arrangement, Tranche One      
Restricted stock units      
Granted (in shares) 78,356    
Restricted stock units, additional disclosures      
Weighted average grant date fair value, Granted (in dollars per share) $ 90.00    
Employee Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award      
Total unrecognized compensation $ 7,600    
Remaining weighted average expense recognition period (in years) 1 year 9 months 18 days    
Key assumptions in fair value determination      
Expected price volatility, minimum (in hundredths) 29.90% 29.80% 26.70%
Expected price volatility, maximum (in hundredths) 31.30% 30.30% 30.00%
Risk-free interest rate, minimum (in hundredths) 1.70% 0.30% 0.20%
Risk-free interest rate, maximum (in hundredths) 4.30% 1.00% 1.30%
Weighted average expected lives (in years) 4 years 1 month 6 days 4 years 3 months 18 days 4 years 3 months 18 days
Forfeiture rate, minimum (in hundredths) 6.90% 7.00% 7.00%
Stock option activity      
Outstanding, beginning of period (in shares) 1,168,311    
Granted (in shares) 141,803    
Exercised (in shares) (201,273)    
Canceled (in shares) (18,452)    
Outstanding, end of period (in shares) 1,090,389 1,168,311  
Exercisable, end of period (in shares) 687,825    
Stock options, additional disclosures      
Weighted average exercise price, Outstanding, beginning of period (in dollars per share) $ 95.85    
Weighted average exercise price, Granted (in dollars per share) 220.70    
Weighted average exercise price, Exercised (in dollars per share) 88.61    
Weighted average exercise price, Cancelled (in dollars per share) 169.41    
Weighted average exercise price, Outstanding, end of period (in dollars per share) 112.18 $ 95.85  
Weighted average exercise price, Exercisable, end of period (in dollars per share) $ 87.03    
Other information relative to option activity      
Total intrinsic value of stock options exercised $ 25,024 $ 90,532 $ 64,395
Other information relative to restricted unit activity      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value $ 7,783 $ 8,478 $ 12,546
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate 1.60% 1.50% 1.50%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate 1.60% 1.50% 1.50%
Employee Stock Purchase Plan      
Share-based Compensation Arrangement by Share-based Payment Award      
Share-based compensation $ 1,800 $ 1,400 $ 1,400
Discount rate of employee stock purchase plan (in hundredths) 15.00%    
Shares of common stock issued for employee stock purchase plan (in shares) 44,390 48,446 63,704
Shares of common stock reserved for future issuance under the ESPP (in shares) 11,700,000    
Employee Stock Purchase Plan | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award      
Shares of common stock reserved for future issuance under the ESPP (in shares) 16,000,000    
Restricted Stock Units (RSUs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award      
Total unrecognized compensation $ 40,900    
Remaining weighted average expense recognition period (in years) 1 year 10 months 24 days    
Shares issued as a result of vested restricted stock units (in shares) 258,550 219,723 186,751
Payments Related to Tax Withholding for Share-based Compensation $ 28,592 $ 14,876 $ 7,799
Restricted stock units      
Restricted, beginning of period (in shares) 523,419    
Granted (in shares) 200,503    
Exercised (in shares) (233,777)    
Forfeited (in shares) (41,063)    
Restricted, end of period (in shares) 449,082 523,419  
Restricted stock units, additional disclosures      
Weighted average grant date fair value, Restricted, beginning of period (in dollars per share) $ 115.59    
Weighted average grant date fair value, Granted (in dollars per share) 208.89    
Weighted average grant date fair value, Exercised (in dollars per share) 111.34    
Weighted average grant date fair value, Forfeited (in dollars per share) 164.54    
Weighted average grant date fair value, Restricted, end of period (in dollars per share) $ 155.24 $ 115.59  
Other information relative to restricted unit activity      
Total grant date fair value of restricted units vested and exercised $ 26,031 $ 25,222 17,935
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested $ 50,532 $ 47,136 $ 23,011
Shares Paid for Tax Withholding for Share Based Compensation 131,939 95,996 81,946
Performance-Based Restricted Share Units      
Share-based Compensation Arrangement by Share-based Payment Award      
Total unrecognized compensation $ 19,800    
Remaining weighted average expense recognition period (in years) 1 year 9 months 18 days    
Key assumptions in fair value determination      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate 30.91% 31.47%  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 1.53% 0.18%  
Restricted stock units      
Restricted, beginning of period (in shares) 187,018    
Granted (in shares) 53,222    
Exercised (in shares) (156,712)    
Forfeited (in shares) (6,285)    
Restricted, end of period (in shares) 155,599 187,018  
Restricted stock units, additional disclosures      
Weighted average grant date fair value, Restricted, beginning of period (in dollars per share) $ 107.99    
Weighted average grant date fair value, Granted (in dollars per share) 223.76    
Weighted average grant date fair value, Exercised (in dollars per share) 90.00    
Weighted average grant date fair value, Forfeited (in dollars per share) 196.11    
Weighted average grant date fair value, Restricted, end of period (in dollars per share) $ 155.02 $ 107.99  
Other information relative to restricted unit activity      
Total grant date fair value of restricted units vested and exercised $ 14,104 $ 648 $ 1,895
Total intrinsic value of restricted units vested and exercised $ 33,895 $ 1,538 $ 2,826
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 1.53% 0.18%  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate 1.63% 1.13%  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 1.53% 0.18%  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate 1.63% 1.13%  
v3.22.4
Business Combinations and Asset Acquisitions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 12, 2022
Dec. 31, 2022
Dec. 26, 2020
Business Combination and Asset Acquisition [Abstract]      
Business Combination, Acquisition Related Costs   $ 4,800  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents   6,935  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables   277  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory   168,663  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets   7,222  
Property and Equipment   13,328  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Lease Right-of-Use Assets   82,755  
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets   18,481  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets held for sale   173,554  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets   160  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable   80,323  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities   20,291  
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Current Lease Obligation   5,986  
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Noncurrent Lease Obligation   70,626  
Disposal Group, Including Discontinued Operation, Liabilities   94,190  
Goodwill     $ 10,258
Excess of consideration transferred over identifiable net assets acquired (goodwill)   397,700  
Asset Acquisition [Line Items]      
Goodwill     $ 10,258
Orscheln Farm and Home, LLC      
Business Combination and Asset Acquisition [Abstract]      
Consideration Transferred $ 397,700    
Goodwill   197,742  
Asset Acquisition [Line Items]      
Goodwill   $ 197,742  
Orscheln Stores [Domain]      
Business Combination and Asset Acquisition [Abstract]      
Disposal Group, Including Discontinued Operation, Consideration 69,400    
Orscheln Distribution Center and Headquarters      
Business Combination and Asset Acquisition [Abstract]      
Disposal Group, Including Discontinued Operation, Consideration $ 10,000    
v3.22.4
Goodwill and Other Intangible Assets (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Goodwill [Line Items]      
Goodwill, Impairment Loss $ 0 $ 0 $ 60,800,000
Goodwill     10,258,000
Intangible Assets, Net (Excluding Goodwill) 23,100,000 23,100,000  
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) 0 0 8,200,000
Goodwill and Intangible Asset Impairment 0 0 68,973,000
Orscheln Farm and Home, LLC      
Goodwill [Line Items]      
Goodwill 197,742,000    
Petsense      
Goodwill [Line Items]      
Goodwill 22,161,000 22,161,000 22,161,000
Tractor Supply Company      
Goodwill [Line Items]      
Goodwill 208,000,000 10,258,000  
Tractor Supply Company and Petsense      
Goodwill [Line Items]      
Goodwill $ 230,161,000 $ 32,419,000 $ 32,419,000
v3.22.4
Debt (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Oct. 30, 2020
Aug. 14, 2017
Dec. 31, 2022
Dec. 25, 2021
Debt Instrument [Line Items]          
Senior Notes $ 150.0     $ 150.0  
Senior Notes - Maturity Date Aug. 14, 2029        
Senior Notes - Interest Rate 3.70%     3.70%  
Shelf Notes - Amount $ 300.0     $ 300.0  
Debt Instrument, Percentage of Principal Amount Redeemable 100.00%        
Shelf Notes - Additional Interest Rate 0.50        
Debt Instrument, Covenant Compliance       all  
Amount of incremental credit facility which will result in modification of debt covenants       100 million  
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed   101.00%      
Senior Notes [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Issuance Date     Aug. 14, 2017    
1.750% Senior Notes [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Issuance Date   Oct. 30, 2020      
Senior Notes $ 650.0     $ 650.0 $ 650.0
Debt Instrument, Maturity Date       Nov. 01, 2030  
Debt Instrument, Interest Rate, Plus Stated Percentage 1.75%     1.75%  
Number of Financial Covenants          
Debt Instrument [Line Items]          
Debt Instrument, Covenant Description       two  
Fixed Charge Coverage Ratio Minimum Requirement          
Debt Instrument [Line Items]          
Debt Instrument, Covenant Description       2.00  
Leverage Ratio Maximum Requirement          
Debt Instrument [Line Items]          
Debt Instrument, Covenant Description       4.00  
2022 Senior Credit Facility [Member]          
Debt Instrument [Line Items]          
Senior Credit Facility, Maximum Borrowing Capacity $ 1,200.0     $ 1,200.0  
Swingline Loan, Maximum Borrowing Capacity       50.0  
Letters of Credit, Maximum Borrowing Capacity       150.0  
Term Loan, Maximum Borrowing Capacity       $ 500.0  
Commitment fee for unused capacity       0.10%  
Line of Credit Facility          
Senior Credit Facility, Maximum Borrowing Capacity 1,200.0     $ 1,200.0  
Notes Payable to Banks          
Debt Instrument [Line Items]          
Shelf Notes - Amount $ 150.0     $ 150.0  
v3.22.4
Debt - Credit Agreement (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Oct. 30, 2020
Dec. 31, 2022
Dec. 25, 2021
Line of Credit Facility        
Debt Issuance Costs, Net $ (13,900)   $ (13,900) $ (13,600)
Unsecured debt, net of debt issuance costs 1,164,100   1,164,100 986,400
Unsecured Debt, Current 0   0 0
Long-term Debt, Excluding Current Maturities 1,164,056   1,164,056 986,382
Unsecured Debt 1,178,000   1,178,000 1,000,000
Letters of Credit Outstanding, Amount 52,600   $ 52,600 52,900
Debt Instrument, Covenant Compliance     all  
Senior Notes $ 150,000   $ 150,000  
Senior Notes - Maturity Date Aug. 14, 2029      
November 2020 Term Loan        
Line of Credit Facility        
Term loan, Maximum Month End Outstanding Amount $ 0   0 200,000
Notes Payable to Banks        
Line of Credit Facility        
Senior Notes $ 150,000   $ 150,000 150,000
1.750% Senior Notes [Member]        
Line of Credit Facility        
Debt Instrument, Issuance Date   Oct. 30, 2020    
Debt Instrument, Maturity Date     Nov. 01, 2030  
Debt Instrument, Interest Rate, Plus Stated Percentage 1.75%   1.75%  
Senior Notes $ 650,000   $ 650,000 650,000
2016 Senior Credit Facility        
Line of Credit Facility        
Line of Credit Facility, Maximum Month-end Outstanding Amount       $ 0
Number of Financial Covenants        
Line of Credit Facility        
Debt Instrument, Covenant Description     two  
Fixed Charge Coverage Ratio Minimum Requirement        
Line of Credit Facility        
Debt Instrument, Covenant Description     2.00  
Leverage Ratio Maximum Requirement        
Line of Credit Facility        
Debt Instrument, Covenant Description     4.00  
2022 Senior Credit Facility [Member]        
Line of Credit Facility        
Senior Credit Facility, Maximum Borrowing Capacity $ 1,200,000   $ 1,200,000  
Swingline Loan, Maximum Borrowing Capacity     50,000  
Line of Credit Facility, Maximum Month-end Outstanding Amount     378,000  
Term Loan, Maximum Borrowing Capacity     $ 500,000  
Debt Instrument, Basis Spread on Variable Rate     0.00%  
Commitment fee for unused capacity     0.10%  
Letters of Credit, Maximum Borrowing Capacity     $ 150,000  
2022 Senior Credit Facility [Member] | Base Rate        
Line of Credit Facility        
Line of Credit Facility, Interest Rate at Period End 7.50%   7.50%  
2022 Senior Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Line of Credit Facility        
Line of Credit Facility, Interest Rate at Period End 4.358%   4.358%  
Debt Instrument, Basis Spread on Variable Rate     1.00%  
2022 Senior Credit Facility [Member] | Minimum        
Line of Credit Facility        
Commitment fee for unused capacity     0.08%  
2022 Senior Credit Facility [Member] | Minimum | Base Rate        
Line of Credit Facility        
Debt Instrument, Basis Spread on Variable Rate     0.00%  
2022 Senior Credit Facility [Member] | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Line of Credit Facility        
Debt Instrument, Basis Spread on Variable Rate     0.75%  
2022 Senior Credit Facility [Member] | Maximum        
Line of Credit Facility        
Commitment fee for unused capacity     0.15%  
2022 Senior Credit Facility [Member] | Maximum | Base Rate        
Line of Credit Facility        
Debt Instrument, Basis Spread on Variable Rate     0.25%  
2022 Senior Credit Facility [Member] | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Line of Credit Facility        
Debt Instrument, Basis Spread on Variable Rate     1.25%  
v3.22.4
Leases - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Leases [Abstract]    
Lease Term Expiration Through Date 2043  
Finance Lease, Right-of-Use Asset, after Accumulated Amortization $ 32,100 $ 32,000
Operating Lease, Payments, Use 430,396 404,864
Finance Lease, Principal Payments 4,057 4,580
Finance Lease, Interest Payment on Liability $ 1,787 $ 1,740
v3.22.4
Leases, Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Leases [Abstract]    
Lease, Cost $ 528,477 $ 487,212
Variable Lease, Cost 89,026 79,479
Operating Lease, Cost 434,313 400,908
Finance Lease, Interest Expense 1,787 1,740
Finance Lease, Right-of-Use Asset, Amortization $ 3,351 $ 5,085
v3.22.4
Leases, Term and Discount (Details)
Dec. 31, 2022
Dec. 25, 2021
Leases [Abstract]    
Operating Lease, Weighted Average Discount Rate, Percent 3.80% 3.60%
Finance Lease, Weighted Average Discount Rate, Percent 4.60% 4.80%
Finance Lease, Weighted Average Remaining Lease Term 10 years 1 month 6 days 10 years 6 months
Operating Lease, Weighted Average Remaining Lease Term 10 years 1 month 6 days 10 years
v3.22.4
Leases, Maturities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Combined Lease Maturities [Axis]    
Future Minimum Payments Due, Next Twelve Months [Line Items] $ 458,370  
Future Minimum Payments, Due in Two Years [Line Items] 440,882  
Future Minimum Payments, Due in Three Years [Line Items] 417,172  
Future Minimum Payments, Due in Four Years [Line Items] 384,411  
Future Minimum Payments, Due in Five Years [Line Items] 347,422  
Future Minimum Payments, Due Thereafter [Line Items] 1,698,408  
Future Minimum Payments Due [Line Items] 3,746,665  
Future Minimum Payments, Interest [Line Items] (641,423)  
Lease Liability [Line Items] $ 3,105,242  
Lessee, Operating Lease, Lease Not yet Commenced, Description 289.1 million  
Finance Lease Maturities [Axis]    
Finance Lease, Liability, Current $ 3,179 $ 3,897
Finance Lease, Interest Expense Future Maturities [Line Items] (8,889)  
Finance Lease, Liability, Payment, Due 46,719  
Finance Lease, Liability, to be Paid, after Year Five 22,816  
Finance Lease, Liability, to be Paid, Year Five 4,802  
Finance Lease, Liability, to be Paid, Year Four 4,720  
Finance Lease, Liability, to be Paid, Year Three 4,750  
Finance Lease, Liability, to be Paid, Year Two 4,823  
Finance Lease, Liability, Payments, Due in Next Rolling Twelve Months 4,808  
Finance Lease, Liability, Present Value 37,830  
Lease Maturities [Axis]    
2023 453,562  
2024 436,059  
2025 412,422  
2026 379,691  
2027 342,620  
After 2027 1,675,592  
Total lease payments 3,699,946  
Less: Interest (632,534)  
Present value of lease liabilities $ 3,067,412  
v3.22.4
Leases (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Lease Term [Line Items]    
Store leases optional renewal periods, maximum 4 years  
Store leases optional renewal periods, minimum 2 years  
Store leases optional renewal periods 5 years  
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property and equipment, net Property and equipment, net
Maximum    
Lease Term [Line Items]    
Lessee, Operating Lease, Term of Contract 20 years  
Minimum    
Lease Term [Line Items]    
Lessee, Operating Lease, Term of Contract 10 years  
v3.22.4
Capital Stock (Details) - shares
shares in Thousands
Dec. 31, 2022
Dec. 25, 2021
Equity [Abstract]    
Common stock, shares authorized 400,000 400,000
Preferred stock, shares authorized 40 40
v3.22.4
Capital Stock and Dividends (Details) - $ / shares
 12 Months Ended
Jan. 26, 2022
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Dividends        
Common Stock, Dividends, Per Share, Declared $ 1.03 $ 3.68 $ 2.08 $ 1.50
v3.22.4
Treasury Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Jan. 26, 2022
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract]        
Remaining authorization under the share repurchase program $ 1,650,000      
Repurchased shares under the share repurchase program (in shares) 3,378 4,364 3,439  
Treasury Stock Acquired, Average Cost Per Share $ 207.23 $ 183.07 $ 99.72  
Stock Repurchased During Period, Value $ 700,063 $ 798,893 $ 342,957  
Payments for Repurchase of Common Stock (700,063) $ (798,893) $ (342,957)  
Total amount of stock authorized under the repurchase program 6,500,000      
Total amount of stock authorized under the repurchase program $ 6,500,000      
Repurchase Program Increase [Member]        
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract]        
Total amount of stock authorized under the repurchase program       $ 2,000,000
Total amount of stock authorized under the repurchase program       $ 2,000,000
v3.22.4
Net Income Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Basic net income per share      
Net income, basic $ 1,088,712 $ 997,114 $ 748,958
Shares, basic 111,336 114,794 116,370
Per share amount, basic (in dollars per share) $ 9.78 $ 8.69 $ 6.44
Dilutive stock options and restricted stock units outstanding, income $ 0 $ 0 $ 0
Dilutive stock options and restricted stock units outstanding, shares 813 1,030 1,066
Dilutive stock options and restricted stock units outstanding, per share (in dollars per share) $ (0.07) $ (0.08) $ (0.06)
Diluted net income per share      
Shares, diluted 112,149 115,824 117,436
Diluted net income per share (in dollars per share) $ 9.71 $ 8.61 $ 6.38
Anitdilutive securities excluded from computation of earnings per share 100 100 100
v3.22.4
Income Taxes (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Income Tax Disclosure [Abstract]      
Tax Credit Carryforward, Amount $ 14,000,000 $ 6,600,000  
Deferred Tax Assets, Valuation Allowance 0 0  
Current tax expense      
Federal 225,565,000 221,152,000 $ 211,228,000
State 41,748,000 34,238,000 38,511,000
Total current 267,313,000 255,390,000 249,739,000
Deferred tax expense (benefit)      
Deferred Federal Income Tax Expense (Benefit) 50,833,000 24,303,000 (21,997,000)
Deferred State and Local Income Tax Expense (Benefit) (2,548,000) 3,281,000 (8,553,000)
Deferred income tax expense (benefit), net of tax expense of interest rate swap 48,285,000 27,584,000 (30,550,000)
Total income tax expense 315,598,000 282,974,000 219,189,000
Tax assets      
Inventory valuation 30,599,000 23,365,000  
Accrued employee benefits costs 24,544,000 36,810,000  
Nondeductible reserves 8,259,000 7,099,000  
Deferred Tax Assets Long Term, Tax Effect of Finance Lease Liabilities 9,531,000 8,958,000  
Deferred Tax Assets Long Term, Tax Effect of Operating Lease Liabilities 763,729,000 740,478,000  
Deferred compensation 13,459,000 12,201,000  
Workers' compensation insurance 14,667,000 14,271,000  
General liability insurance 11,142,000 9,402,000  
Income tax credits 13,131,000 7,986,000  
Deferred Tax Assets Long Term, Tax Effect of Amortization 23,496,000 7,803,000  
Deferred Tax Assets, Property, Plant and Equipment 19,322,000 0  
Other 12,452,000 12,799,000  
Total non current deferred tax asset 944,331,000 881,172,000  
Tax liabilities      
Deferred Tax Liabilities, Finance Lease Assets (8,113,000) (7,797,000)  
Deferred Tax Liabilities, Operating Lease Right-of-Use Assets (723,688,000) (702,197,000)  
Depreciation (231,191,000) (161,137,000)  
Other (12,114,000) (7,604,000)  
Deferred Tax Liabilities, Gross 975,106,000 878,735,000  
Deferred Tax Liabilities, Net (30,775,000)    
Net deferred tax asset   2,437,000  
Provision for income tax reconciliation to amounts computed at the federal statutory rate      
Tax provision at statutory rate 294,905,000 268,819,000 203,311,000
State income taxes, net of federal tax benefits 41,235,000 36,116,000 27,642,000
Tax credits, net of federal tax benefits (15,616,000) (13,157,000) (8,828,000)
Share-based compensation programs (9,025,000) (13,368,000) (9,303,000)
Other 4,099,000 4,564,000 6,367,000
Total income tax expense 315,598,000 282,974,000 219,189,000
Unrecognized tax benefits that would Impact effective tax rate 4,500,000    
Reconciliation of gross unrecognized tax benefits      
Balance at beginning of period 3,749,000 3,236,000 2,760,000
Additions based on tax positions related to the current year 1,359,000 927,000 816,000
Additions for tax positions of prior years 760,000 51,000 32,000
Reductions for tax positions of prior years (506,000) (465,000) (372,000)
Balance at end of year $ 5,362,000 3,749,000 $ 3,236,000
Social Security Tax Deferral   $ 24,500,000  
v3.22.4
Retirement Benefit Plans (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Schedule Defined Contribution Benefit Plan      
Percentage match by company applicable to first 3 percent of employee's contribution 100.00%    
Maximum percentage of employee's eligible compensation eligible for 100% match (in hundredths) 3.00%    
Percentage match by company applicable to next 3 percent of employee's contribution 50.00%    
Minimum percentage of employee's compensation eligible for 50% match 3.00%    
Maximum percentage of employee's compensation eligible for 50% match 6.00%    
Company maximum match as a percentage of eligible compensation (in hundredths) 4.50%    
Defined contribution plan, cost recognized $ 17.2 $ 15.3 $ 12.9
v3.22.4
Retirement Benefit Plans Deferred Compensation (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Schedule of Deferred Compensation      
Company's maximum match under employee deferred compensation program $ 4,500    
Deferred compensation arrangement with individual, employer contribution $ 600,000 $ 300,000 $ 600,000
v3.22.4
Commitments and Contingencies (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Commitments and Contingencies Disclosure [Abstract]    
Purchase Obligation, Extending Greater Than Twelve Months $ 0.0  
Letters of Credit Outstanding, Amount 52.6 $ 52.9
Purchase Obligation $ 105.4  
Lessee, Operating Lease, Lease Not yet Commenced, Description 289.1 million  
New Distribution Center Construction    
Purchase Obligation $ 61.0  
v3.22.4
Segment Reporting (Details) - segment
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Revenue from External Customer        
Number of Reportable Segments 1      
Average percent of sales (in hundredths)   100.00% 100.00% 100.00%
Livestock and Pet        
Revenue from External Customer        
Average percent of sales (in hundredths)   50.00% 47.00% 47.00%
Hardware, Tools and Truck        
Revenue from External Customer        
Average percent of sales (in hundredths)   19.00% 21.00% 21.00%
Seasonal, Gift and Toy Products        
Revenue from External Customer        
Average percent of sales (in hundredths)   21.00% 21.00% 21.00%
Clothing and Footwear        
Revenue from External Customer        
Average percent of sales (in hundredths)   7.00% 8.00% 7.00%
Agriculture        
Revenue from External Customer        
Average percent of sales (in hundredths)   3.00% 3.00% 4.00%