Cover
Cover - shares | 9 Months Ended | |
Sep. 24, 2022 | Oct. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | true | |
Document Period End Date | Sep. 24, 2022 | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | false | |
Entity File Number | 000-23314 | |
Entity Registrant Name | TRACTOR SUPPLY CO /DE/ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3139732 | |
Entity Address, Street Address | 5401 Virginia Way | |
Entity Address, City | Brentwood | |
Entity Address, State | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 440-4000 | |
Title of 12(b) Security | Common Stock, $0.008 par value | |
Trading Symbol | TSCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000916365 | |
Entity Common Stock, Shares Outstanding | 110,463,245 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 24, 2022 | Dec. 25, 2021 | Sep. 25, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 211,241 | $ 878,030 | $ 1,111,711 |
Inventories | 2,678,193 | 2,191,192 | 2,199,773 |
Prepaid expenses and other current assets | 211,941 | 164,118 | 149,550 |
Income taxes receivable | 8,430 | 17,100 | 6,827 |
Total current assets | 3,109,805 | 3,250,440 | 3,467,861 |
Property and equipment, net | 1,843,324 | 1,617,806 | 1,441,704 |
Operating lease right-of-use assets | 2,803,798 | 2,785,858 | 2,725,510 |
Goodwill and other intangible assets | 55,520 | 55,520 | 55,520 |
Deferred Tax Assets, Deferred Income | 0 | 2,437 | 16,590 |
Other assets | 99,281 | 55,406 | 38,009 |
Total assets | 7,911,728 | 7,767,467 | 7,745,194 |
Current liabilities: | |||
Accounts payable | 1,219,593 | 1,155,630 | 1,197,813 |
Accrued employee compensation | 80,390 | 109,618 | 122,007 |
Other accrued expenses | 453,747 | 474,412 | 408,887 |
Current portion of long-term debt | 0 | 0 | 0 |
Current portion of finance lease liabilities | 3,140 | 3,897 | 4,242 |
Current portion of operating lease liabilities | 333,388 | 321,285 | 312,296 |
Income taxes payable | 4,942 | 0 | 762 |
Total current liabilities | 2,095,200 | 2,064,842 | 2,046,007 |
Long-term debt | 1,077,926 | 986,382 | 985,867 |
Finance lease liabilities, less current portion | 35,460 | 32,848 | 30,041 |
Operating lease liabilities, less current portion | 2,608,832 | 2,574,882 | 2,536,875 |
Deferred Income Tax Liabilities, Net | 39,540 | 0 | 0 |
Other long-term liabilities | 113,625 | 105,848 | 125,651 |
Total liabilities | 5,970,583 | 5,764,802 | 5,724,441 |
Stockholders’ equity: | |||
Preferred stock | 0 | 0 | 0 |
Common stock | 1,414 | 1,411 | 1,410 |
Additional paid-in capital | 1,236,161 | 1,210,512 | 1,191,785 |
Treasury stock | (4,763,862) | (4,155,846) | (3,954,926) |
Accumulated other comprehensive income/(loss) | 12,298 | 1,345 | (592) |
Retained earnings | 5,455,134 | 4,945,243 | 4,783,076 |
Total stockholders’ equity | 1,941,145 | 2,002,665 | 2,020,753 |
Total liabilities and stockholders’ equity | $ 7,911,728 | $ 7,767,467 | $ 7,745,194 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 24, 2022 | Dec. 25, 2021 | Sep. 25, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 40,000 | 40,000 | 40,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.008 | $ 0.008 | $ 0.008 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 176,771,000 | 176,371,000 | 176,290,000 |
Common Stock, Shares, Outstanding | 110,587,000 | 113,125,000 | 113,946,000 |
Treasury Stock, Shares | 66,184,000 | 63,246,000 | 62,344,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 3,270,804 | $ 3,017,926 | $ 10,198,342 | $ 9,411,821 |
Cost of merchandise sold | 2,104,989 | 1,932,616 | 6,589,763 | 6,055,246 |
Gross profit | 1,165,815 | 1,085,310 | 3,608,579 | 3,356,575 |
Selling, general and administrative expenses | 772,167 | 718,261 | 2,284,604 | 2,148,200 |
Depreciation and amortization | 87,236 | 69,824 | 248,242 | 194,731 |
Operating income | 306,412 | 297,225 | 1,075,733 | 1,013,644 |
Interest expense, net | 6,226 | 6,146 | 20,392 | 20,068 |
Income before income taxes | 300,186 | 291,079 | 1,055,341 | 993,576 |
Income tax expense | 66,049 | 66,679 | 237,499 | 217,800 |
Net income | $ 234,137 | $ 224,400 | $ 817,842 | $ 775,776 |
Net income per share – basic | $ 2.11 | $ 1.96 | $ 7.32 | $ 6.74 |
Net income per share – diluted | $ 2.10 | $ 1.95 | $ 7.27 | $ 6.68 |
Weighted average shares outstanding: | ||||
Basic | 110,861 | 114,223 | 111,660 | 115,170 |
Diluted | 111,560 | 115,193 | 112,461 | 116,170 |
Dividends declared per common share outstanding | $ 0.92 | $ 0.52 | $ 2.76 | $ 1.56 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 234,137 | $ 224,400 | $ 817,842 | $ 775,776 |
Change in fair value of interest rate swaps, net of taxes | 3,150 | 206 | 10,953 | 2,651 |
Total other comprehensive income | 3,150 | 206 | 10,953 | 2,651 |
Total comprehensive income | $ 237,287 | $ 224,606 | $ 828,795 | $ 778,427 |
Weighted average number of shares outstanding, basic | 110,861 | 114,223 | 111,660 | 115,170 |
Earnings Per Share, Basic | $ 2.11 | $ 1.96 | $ 7.32 | $ 6.74 |
Antidilutive securities excluded from computation of earnings per share, amount | 100 | 100 | 100 | 100 |
Weighted average number of shares outstanding, diluted | 111,560 | 115,193 | 112,461 | 116,170 |
Net income per share, diluted (in dollars per share) | $ 2.10 | $ 1.95 | $ 7.27 | $ 6.68 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accum. Other Comp. Income | Retained Earnings |
Beginning balance, shares outstanding (in shares) at Dec. 26, 2020 | 116,246 | |||||
Beginning balance, Stockholders' equity at Dec. 26, 2020 | $ 1,923,840 | $ 1,401 | $ 1,095,500 | $ (3,356,953) | $ (3,243) | $ 4,187,135 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 941 | |||||
Common stock issuance under stock award plans & ESPP | 58,708 | $ 8 | 58,700 | |||
Share-based compensation | 12,318 | 12,318 | ||||
Repurchase of shares to satisfy tax obligations | (12,067) | (12,067) | ||||
Repurchase of common stock, shares (in shares) | (1,600) | |||||
Repurchase of common stock | (253,409) | (253,409) | ||||
Dividends paid | (60,570) | (60,570) | ||||
Change in fair value of interest rate swaps, net of taxes | 2,125 | 2,125 | ||||
Net income | 181,354 | 181,354 | ||||
Ending balance, shares outstanding (in shares) at Mar. 27, 2021 | 115,587 | |||||
Ending balance, Stockholders' equity at Mar. 27, 2021 | 1,852,299 | $ 1,409 | 1,154,451 | (3,610,362) | (1,118) | 4,307,919 |
Beginning balance, shares outstanding (in shares) at Dec. 26, 2020 | 116,246 | |||||
Beginning balance, Stockholders' equity at Dec. 26, 2020 | 1,923,840 | $ 1,401 | 1,095,500 | (3,356,953) | (3,243) | 4,187,135 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of shares to satisfy tax obligations | (14,636) | |||||
Repurchase of common stock | (597,973) | |||||
Dividends paid | (179,835) | |||||
Change in fair value of interest rate swaps, net of taxes | 2,651 | |||||
Net income | 775,776 | |||||
Ending balance, shares outstanding (in shares) at Sep. 25, 2021 | 113,946 | |||||
Ending balance, Stockholders' equity at Sep. 25, 2021 | 2,020,753 | $ 1,410 | 1,191,785 | (3,954,926) | (592) | 4,783,076 |
Beginning balance, shares outstanding (in shares) at Mar. 27, 2021 | 115,587 | |||||
Beginning balance, Stockholders' equity at Mar. 27, 2021 | 1,852,299 | $ 1,409 | 1,154,451 | (3,610,362) | (1,118) | 4,307,919 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 154 | |||||
Common stock issuance under stock award plans & ESPP | 11,318 | $ 1 | 11,317 | |||
Share-based compensation | 10,876 | 10,876 | ||||
Repurchase of shares to satisfy tax obligations | (1,521) | (1,521) | ||||
Repurchase of common stock, shares (in shares) | (1,118) | |||||
Repurchase of common stock | (203,305) | (203,305) | ||||
Dividends paid | (59,896) | (59,896) | ||||
Change in fair value of interest rate swaps, net of taxes | 320 | 320 | ||||
Net income | 370,022 | 370,022 | ||||
Ending balance, shares outstanding (in shares) at Jun. 26, 2021 | 114,623 | |||||
Ending balance, Stockholders' equity at Jun. 26, 2021 | 1,980,113 | $ 1,410 | 1,175,123 | (3,813,667) | (798) | 4,618,045 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 67 | |||||
Common stock issuance under stock award plans & ESPP | 5,167 | $ 0 | 5,167 | |||
Share-based compensation | 12,543 | 12,543 | ||||
Repurchase of shares to satisfy tax obligations | (1,048) | (1,048) | ||||
Repurchase of common stock, shares (in shares) | (744) | |||||
Repurchase of common stock | (141,259) | (141,259) | ||||
Dividends paid | (59,369) | (59,369) | ||||
Change in fair value of interest rate swaps, net of taxes | 206 | 206 | ||||
Net income | 224,400 | 224,400 | ||||
Ending balance, shares outstanding (in shares) at Sep. 25, 2021 | 113,946 | |||||
Ending balance, Stockholders' equity at Sep. 25, 2021 | 2,020,753 | $ 1,410 | 1,191,785 | (3,954,926) | (592) | 4,783,076 |
Beginning balance, shares outstanding (in shares) at Dec. 25, 2021 | 113,125 | |||||
Beginning balance, Stockholders' equity at Dec. 25, 2021 | 2,002,665 | $ 1,411 | 1,210,512 | (4,155,846) | 1,345 | 4,945,243 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 308 | |||||
Common stock issuance under stock award plans & ESPP | 7,910 | $ 2 | 7,908 | |||
Share-based compensation | 12,316 | 12,316 | ||||
Repurchase of shares to satisfy tax obligations | (26,442) | (26,442) | ||||
Repurchase of common stock, shares (in shares) | (1,358) | |||||
Repurchase of common stock | (296,180) | (296,180) | ||||
Dividends paid | (103,467) | (103,467) | ||||
Change in fair value of interest rate swaps, net of taxes | 5,993 | 5,993 | ||||
Net income | 187,227 | 187,227 | ||||
Ending balance, shares outstanding (in shares) at Mar. 26, 2022 | 112,075 | |||||
Ending balance, Stockholders' equity at Mar. 26, 2022 | 1,790,022 | $ 1,413 | 1,204,294 | (4,452,026) | 7,338 | 5,029,003 |
Beginning balance, shares outstanding (in shares) at Dec. 25, 2021 | 113,125 | |||||
Beginning balance, Stockholders' equity at Dec. 25, 2021 | 2,002,665 | $ 1,411 | 1,210,512 | (4,155,846) | 1,345 | 4,945,243 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of shares to satisfy tax obligations | (28,376) | |||||
Repurchase of common stock | (608,016) | |||||
Dividends paid | (307,951) | |||||
Change in fair value of interest rate swaps, net of taxes | 10,953 | |||||
Net income | 817,842 | |||||
Ending balance, shares outstanding (in shares) at Sep. 24, 2022 | 110,587 | |||||
Ending balance, Stockholders' equity at Sep. 24, 2022 | 1,941,145 | $ 1,414 | 1,236,161 | (4,763,862) | 12,298 | 5,455,134 |
Beginning balance, shares outstanding (in shares) at Mar. 26, 2022 | 112,075 | |||||
Beginning balance, Stockholders' equity at Mar. 26, 2022 | 1,790,022 | $ 1,413 | 1,204,294 | (4,452,026) | 7,338 | 5,029,003 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 64 | |||||
Common stock issuance under stock award plans & ESPP | 5,085 | $ 1 | 5,084 | |||
Share-based compensation | 12,534 | 12,534 | ||||
Repurchase of shares to satisfy tax obligations | (1,230) | (1,230) | ||||
Repurchase of common stock, shares (in shares) | (942) | |||||
Repurchase of common stock | (188,210) | (188,210) | ||||
Dividends paid | (102,622) | (102,622) | ||||
Change in fair value of interest rate swaps, net of taxes | 1,810 | 1,810 | ||||
Net income | 396,478 | 396,478 | ||||
Ending balance, shares outstanding (in shares) at Jun. 25, 2022 | 111,197 | |||||
Ending balance, Stockholders' equity at Jun. 25, 2022 | 1,913,867 | $ 1,414 | 1,220,682 | (4,640,236) | 9,148 | 5,322,859 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuance under stock award plans & ESPP (in shares) | 28 | |||||
Common stock issuance under stock award plans & ESPP | 2,502 | $ 0 | 2,502 | |||
Share-based compensation | 13,681 | 13,681 | ||||
Repurchase of shares to satisfy tax obligations | (704) | (704) | ||||
Repurchase of common stock, shares (in shares) | (638) | |||||
Repurchase of common stock | (123,626) | (123,626) | ||||
Dividends paid | (101,862) | (101,862) | ||||
Change in fair value of interest rate swaps, net of taxes | 3,150 | 3,150 | ||||
Net income | 234,137 | 234,137 | ||||
Ending balance, shares outstanding (in shares) at Sep. 24, 2022 | 110,587 | |||||
Ending balance, Stockholders' equity at Sep. 24, 2022 | $ 1,941,145 | $ 1,414 | $ 1,236,161 | $ (4,763,862) | $ 12,298 | $ 5,455,134 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2022 | Sep. 25, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 817,842 | $ 775,776 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 248,242 | 194,731 |
Loss on disposition of property and equipment | 1,453 | 3,295 |
Share-based compensation expense | 38,531 | 35,737 |
Deferred income taxes | 41,977 | 14,996 |
Change in assets and liabilities: | ||
Inventories | (487,001) | (416,503) |
Prepaid expenses and other current assets | (47,823) | (15,891) |
Accounts payable | 63,963 | 221,717 |
Accrued employee compensation | (29,228) | 2,306 |
Other accrued expenses | (40,241) | 74,680 |
Income taxes | 13,612 | (26,003) |
Other | 5,003 | 6,996 |
Net cash provided by operating activities | 626,330 | 871,837 |
Cash flows from investing activities: | ||
Capital expenditures | (451,154) | (382,358) |
Proceeds from sale of property and equipment | 169 | 1,094 |
Net cash used in investing activities | (450,985) | (381,264) |
Cash flows from financing activities: | ||
Borrowings under debt facilities | 120,000 | 0 |
Repayments under debt facilities | (30,000) | 0 |
Principal payments under finance lease liabilities | (3,288) | (3,367) |
Repurchase of shares to satisfy tax obligations | (28,376) | (14,636) |
Repurchase of common stock | (608,016) | (597,973) |
Net proceeds from issuance of common stock | 15,497 | 75,193 |
Cash dividends paid to stockholders | (307,951) | (179,835) |
Net cash used in financing activities | (842,134) | (720,618) |
Net decrease in cash and cash equivalents | (666,789) | (230,045) |
Cash and cash equivalents at beginning of period | 878,030 | 1,341,756 |
Cash and cash equivalents at end of period | 211,241 | 1,111,711 |
Cash paid during the period for: | ||
Interest | 16,130 | 16,008 |
Income taxes | 184,887 | 229,122 |
Supplemental disclosures of non-cash activities: | ||
Non-cash accruals for property and equipment | 43,984 | 22,036 |
Increase of operating lease assets and liabilities from new or modified leases | 264,318 | 534,222 |
Increase of finance lease assets and liabilities from new or modified leases | $ 5,143 | $ 0 |
General
General | 9 Months Ended |
Sep. 24, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General: Nature of Business Founded in 1938, Tractor Supply Company (the “Company,” “Tractor Supply,” “we,” “our,” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”). The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “ Out Here ” lifestyle). The Company's stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company also owns and operates Petsense, LLC ("Petsense 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 September 24, 2022, the Company operated a total of 2,207 retail stores in 49 states (2,027 Tractor Supply retail stores and 180 Petsense by Tractor Supply retail stores) and also offered an expanded assortment of products through the Tractor Supply mobile application and online at TractorSupply.com and Petsense.com . On October 12, 2022, the Company completed the acquisition of Orscheln Farm and Home, LLC (“Orscheln”). The Company acquired 166 Orscheln stores for approximately $320 million before working capital adjustments. As part of the remedy reached with the Federal Trade Commission ("FTC"), the Company divested 85 store locations to two buyers shortly after the closing of the acquisition. Proceeds from the store divestitures were approximately $72 million. The acquisition was financed with cash-on-hand and borrowings under the 2022 Senior Credit Facility (as defined below). Refer to Note 11 , “Subsequent Events” for more information. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 25, 2021. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. New Accounting Pronouncements Not Yet Adopted In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company plans to adopt this ASU effective January 1, 2023 and is currently evaluating the impact these disclosures will have on our Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Inter-Bank Offer Rate ("LIBOR") related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The primary contract and hedging relationship for which LIBOR was used as of September 24, 2022 are the Senior Credit Facility (as defined below) and related interest rate swap. The Senior Credit Facility was replaced by the 2022 Senior Credit Facility (as defined below) on September 30, 2022. In connection with the debt refinancing, the Company transitioned from LIBOR to the Secured Overnight Financing Rate ("SOFR") and elected the optional expedients under the standard. Refer to Note 11 , "Subsequent Events" for more information. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 24, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and interest rate swaps. Due to their short-term nature, the carrying values of cash and cash equivalents, short-term receivables, and trade payables approximate current fair value at each balance sheet date. As described in further detail in Note 5 to the Condensed Consolidated Financial Statements, the Company had $1.09 billion in borrowings under its debt facilities as of September 24, 2022 and $1.00 billion in borrowings at each of December 25, 2021 and September 25, 2021. 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"), and the $90 million in borrowings under the Company's revolving credit facility (the "Revolver") were determined based on market interest rates (Level 2 inputs). The carrying value of borrowings in the 3.70% Senior Notes, the November 2020 Term Loan, and the Revolver 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): September 24, 2022 December 25, 2021 September 25, 2021 Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value 1.75% Senior Notes $ 638,876 $ 492,902 $ 637,844 $ 614,881 $ 637,500 $ 628,654 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 and period in which the hedged transactions affect earnings. The fair value of the interest rate swap, excluding accrued interest, was as follows (in thousands): Fair Value Measurements at September 24, 2022 December 25, 2021 September 25, 2021 Interest rate swap assets (Level 2) $ 16,537 $ 1,809 $ — Interest rate swap liabilities (Level 2) $ — $ — $ 795 |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Sep. 24, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share Based Compensation | Share-Based Compensation: Share-based compensation includes stock options, restricted stock units, performance-based restricted share units, and transactions under the Company's Employee Stock Purchase Plan (the “ESPP”). Share-based compensation expense is recognized based on grant date fair value of all stock options, restricted stock units, and performance-based restricted share units. 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 during the fiscal nine months ended September 24, 2022. Share-based compensation expense was $13.7 million and $12.5 million for the third quarter of fiscal 2022 and 2021, respectively, and $38.5 million and $35.7 million for the first nine months of fiscal 2022 and 2021, respectively. Stock Options The following table summarizes information concerning stock option grants during the first nine months of fiscal 2022: Fiscal Nine Months Ended September 24, 2022 Stock options granted 141,264 Weighted average exercise price $ 220.70 Weighted average grant date fair value per option $ 49.64 As of September 24, 2022, total unrecognized compensation expense related to non-vested stock options was approximately $9.5 million with a remaining weighted average expense recognition period of 1.9 years. Restricted Stock Units and Performance-Based Restricted Share Units The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first nine months of fiscal 2022: Fiscal Nine Months Ended September 24, 2022 Restricted stock units granted 196,545 Weighted average grant date fair value per share - Restricted stock units $ 208.86 Performance-based restricted share units granted (a) 53,050 Weighted average grant date fair value per share - Performance-based restricted share units $ 223.76 (a) Assumes 100% target level achievement of the relative performance targets. In the first nine months of fiscal 2022, the Company granted performance-based restricted share unit awards that are subject to the achievement of specified performance goals. The performance metrics for the units are growth in net sales and growth in earnings per diluted share and also include a relative total shareholder return modifier. The number of performance-based restricted share units presented in the foregoing table represent the shares that can be achieved at the performance metric target value. The actual number of shares that will be issued under the performance-based restricted share unit awards, which may be higher or lower than the target, will be determined by the level of achievement of the performance goals and the relative total shareholder return modifier. If the performance targets are achieved, the units will be issued based on the achievement level, inclusive of the relative total shareholder return modifier, and the grant date fair value and will cliff vest in full on the third anniversary of the date of the grant, subject to continued employment. As of September 24, 2022, total unrecognized compensation expense related to non-vested restricted stock units and non-vested performance-based restricted share units was approximately $68.9 million with a remaining weighted average expense recognition period of 2.0 years. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 24, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share: The Company presents both basic and diluted net income per share on the Condensed Consolidated Statements of Income. Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share is calculated by dividing net income by the weighted average diluted shares outstanding during the period. Dilutive shares are computed using the treasury stock method for share-based awards. Performance-based restricted share units are included in diluted shares only if the related performance conditions are considered satisfied as of the end of the reporting period. Net income per share is calculated as follows (in thousands, except per share amounts): Fiscal Three Months Ended September 24, 2022 September 25, 2021 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 234,137 110,861 $ 2.11 $ 224,400 114,223 $ 1.96 Dilutive effect of share-based awards — 699 (0.01) — 970 (0.01) Diluted net income per share: $ 234,137 111,560 $ 2.10 $ 224,400 115,193 $ 1.95 Fiscal Nine Months Ended Fiscal Nine Months Ended September 24, 2022 September 25, 2021 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 817,842 111,660 $ 7.32 $ 775,776 115,170 $ 6.74 Dilutive effect of share-based awards — 801 (0.05) — 1,000 (0.06) Diluted net income per share: $ 817,842 112,461 $ 7.27 $ 775,776 116,170 $ 6.68 Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.1 million for fiscal three months ended September 24, 2022 and less than 0.1 million shares for the fiscal three months ended September 25, 2021. Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.1 million shares for the fiscal nine months ended September 24, 2022 and less than 0.1 million shares for the fiscal nine months ended September 25, 2021. |
Debt
Debt | 9 Months Ended |
Sep. 24, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt: The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): September 24, December 25, September 25, 1.75% Senior Notes due 2030 $ 650.0 $ 650.0 $ 650.0 3.70% Senior Notes due 2029 (a) 150.0 150.0 150.0 Senior Credit Facility: November 2020 Term Loan 200.0 200.0 200.0 Revolver 90.0 — — Total outstanding borrowings 1,090.0 1,000.0 1,000.0 Less: unamortized debt discounts and issuance costs (12.1) (13.6) (14.1) Total debt 1,077.9 986.4 985.9 Less: current portion of long-term debt — — — Long-term debt $ 1,077.9 $ 986.4 $ 985.9 Outstanding letters of credit $ 55.8 $ 52.9 $ 46.5 (a) Also referred to herein as the "Note Purchase Agreement," referring to the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, PGIM, Inc. ("Prudential") and the noteholders party thereto, as amended through September 24, 2022, under which the notes were purchased. The Note Purchase Agreement was further amended on September 30, 2022 and November 2, 2022. Refer to Note 11 , "Subsequent Events" for information regarding the amendments. Borrowings under both the Company's $500 million Revolver and the Company's November 2020 Term Loan, each under the Company's senior credit facility (the "Senior Credit Facility"), bore interest either at the bank’s base rate (6.250% at September 24, 2022) plus an additional amount ranging from 0.000% to 0.375% (0.125% at September 24, 2022) or at LIBOR (3.080% at September 24, 2022) plus an additional amount ranging from 0.875% to 1.375% per annum (1.125% at September 24, 2022), adjusted based on the Company's public credit ratings. The Company was also required to pay, quarterly in arrears, a commitment fee related to unused capacity on the Revolver ranging from 0.090% to 0.200% per annum (0.125% at September 24, 2022), adjusted based on the Company's public credit ratings. Refer to Note 11 , "Subsequent Events" for information regarding the Company's entry into a new credit facility on September 30, 2022. The 2022 Senior Credit Facility (as defined below) replaced the Company's Senior Credit Facility. Proceeds from borrowings under the 2022 Senior Credit Facility were used to pay off the Senior Credit Facility. The Company has entered into an interest rate swap agreement in order to hedge its exposure to variable rate interest payments associated with the Senior Credit Facility, which was replaced by the 2022 Senior Credit Facility (as defined below). The interest rate swap agreement will mature on March 18, 2025 and the notional amount of the agreement is fixed at $200 million. Covenants and Default Provisions of the Debt Agreements As of September 24, 2022, the Senior Credit Facility and the Note Purchase Agreement (collectively, the “Debt Agreements”) required 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 was required to be greater than or equal to 2.0 to 1.0 as of the last day of each fiscal quarter. The leverage ratio compares total funded debt to consolidated EBITDAR. The leverage ratio was required to be less than or equal to 4.0 to 1.0 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional subsidiary indebtedness, business operations, subsidiary guarantees, mergers, consolidations and sales of assets, transactions with subsidiaries or affiliates, and liens. As of September 24, 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, amounts outstanding under the Debt Agreements could become due and payable. In addition, under the Note Purchase Agreement, upon an event of default or change of control, a whole payment may become due and payable. |
Subsequent Events | Note 11 – Subsequent Events: Credit Facility Refinancing 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 in the maximum principal amount of $1.20 billion (with a sublimit of $50 million for swingline loans and a sublimit of $150 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 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 notes held by each lender for one year. Borrowings for the revolving credit facility will bear interest at either the bank’s base rate plus an additional margin ranging from 0.000% to 0.250% or adjusted SOFR plus an additional margin ranging from 0.750% to 1.250% 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% per annum, adjusted based on the Company's public credit ratings. The 2022 Senior Credit Facility replaced the Company’s 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. Amendments to Note Purchase and Private Shelf Agreement On September 30, 2022, the Company entered into a Third Amendment to Note Purchase and Private Shelf Agreement (the “Third Amendment”) by and among the Company, PGIM, Inc. (“Prudential”) and other holders of the notes. The Third Amendment modifies certain provisions of the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, Prudential and the noteholders party thereto, as amended (collectively as amended by the Amendment, 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 Note Purchase and Private Shelf Agreement (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. Acquisition of Orscheln Farm and Home, LLC On October 12, 2022, the Company completed the acquisition of Orscheln. The Company acquired 166 Orscheln stores for approximately $320 million before working capital adjustments. Consistent with the remedy negotiated with the FTC, the Company divested 85 locations to two buyers, Bomgaars Supply, Inc. (73 stores) and Buchheit Enterprises, Inc. (12 stores), shortly after closing the acquisition. Proceeds from the store divestitures were approximately $72 million. In addition, the |
Capital Stock and Dividends
Capital Stock and Dividends | 9 Months Ended |
Sep. 24, 2022 | |
Equity [Abstract] | |
Capital Stock and Dividends | Capital Stock and Dividends: Capital Stock The authorized capital stock of the Company consists of common stock and preferred stock. The Company is authorized to issue 400 million shares of common stock. The Company is also authorized to issue 40 thousand shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Company's Board of Directors. Dividends During the first nine months of fiscal 2022 and fiscal 2021, the Company's Board of Directors declared the following cash dividends: Date Declared Dividend Amount Record Date Date Paid August 4, 2022 $ 0.92 August 22, 2022 September 7, 2022 May 10, 2022 $ 0.92 May 25, 2022 June 8, 2022 January 26, 2022 $ 0.92 February 21, 2022 March 8, 2022 August 4, 2021 $ 0.52 August 23, 2021 September 8, 2021 May 5, 2021 $ 0.52 May 24, 2021 June 8, 2021 January 27, 2021 $ 0.52 February 22, 2021 March 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 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 that the Company’s Board of Directors deem relevant. On November 2, 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.92 per share of the Company's outstanding common stock. The dividend will be paid on December 6, 2022, to stockholders of record as of the close of business on November 21, 2022. |
Treasury Stock
Treasury Stock | 9 Months Ended |
Sep. 24, 2022 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock:The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The total authorized amount was increased by the Company's Board of Directors on January 26, 2022 by $2.00 billion for a total authorization of $6.50 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not have an expiration date. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares are accounted for at cost and will be held in treasury for future issuance. The program may be limited, temporarily paused, or terminated at any time without prior notice. As of September 24, 2022, the Company had remaining authorization under the share repurchase program of $1.74 billion, exclusive of any fees, commissions, or other expenses. The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months and fiscal nine months ended September 24, 2022 and September 25, 2021, respectively (in thousands, except per share amounts): Fiscal Three Months Ended Fiscal Nine Months Ended September 24, September 25, September 24, September 25, Total number of shares repurchased 638 744 2,938 3,462 Average price paid per share $ 193.70 $ 190.03 $ 206.95 $ 172.73 Total cash paid for share repurchases $ 123,626 $ 141,259 $ 608,016 $ 597,973 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 24, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes:The Company’s effective income tax rate was 22.0% in the third quarter of fiscal 2022 compared to 22.9% in the third quarter of fiscal 2021. The decrease in the effective income tax rate in the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021 was driven primarily by an increase in certain state tax credits. The effective income tax rate was 22.5% in the first nine months of fiscal 2022 compared to 21.9% in the first nine months of fiscal 2021. The increase in the effective income tax rate in the first nine months of fiscal 2022 compared to the first nine months of fiscal 2021 was driven primarily by a decrease in the benefit derived from share-based compensation awards. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 24, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: Construction and Real Estate Commitments The Company is building new distribution centers in Maumelle, Arkansas and Navarre, Ohio, for which, as of September 24, 2022, the Company had contractual commitments of approximately $94.3 million and $20.5 million, respectively. Letters of Credit At September 24, 2022, the Company had $55.8 million in outstanding letters of credit under the Senior Credit Facility. Litigation |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 24, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting:The Company has one reportable segment which is the retail sale of products that support the rural lifestyle. The following table indicates the percentage of net sales represented by each major product category during the fiscal three and nine months ended September 24, 2022 and September 25, 2021: Fiscal Three Months Ended Fiscal Nine Months Ended Product Category: September 24, September 25, September 24, September 25, Livestock and Pet 54 % 49 % 51 % 48 % Seasonal, Gift and Toy Products 18 19 20 21 Hardware, Tools and Truck 19 22 19 21 Clothing and Footwear 5 5 6 6 Agriculture 4 5 4 4 Total 100 % 100 % 100 % 100 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 24, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events: Credit Facility Refinancing 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 in the maximum principal amount of $1.20 billion (with a sublimit of $50 million for swingline loans and a sublimit of $150 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 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 notes held by each lender for one year. Borrowings for the revolving credit facility will bear interest at either the bank’s base rate plus an additional margin ranging from 0.000% to 0.250% or adjusted SOFR plus an additional margin ranging from 0.750% to 1.250% 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% per annum, adjusted based on the Company's public credit ratings. The 2022 Senior Credit Facility replaced the Company’s 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. Amendments to Note Purchase and Private Shelf Agreement On September 30, 2022, the Company entered into a Third Amendment to Note Purchase and Private Shelf Agreement (the “Third Amendment”) by and among the Company, PGIM, Inc. (“Prudential”) and other holders of the notes. The Third Amendment modifies certain provisions of the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, Prudential and the noteholders party thereto, as amended (collectively as amended by the Amendment, 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 Note Purchase and Private Shelf Agreement (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. Acquisition of Orscheln Farm and Home, LLC On October 12, 2022, the Company completed the acquisition of Orscheln. The Company acquired 166 Orscheln stores for approximately $320 million before working capital adjustments. Consistent with the remedy negotiated with the FTC, the Company divested 85 locations to two buyers, Bomgaars Supply, Inc. (73 stores) and Buchheit Enterprises, Inc. (12 stores), shortly after closing the acquisition. Proceeds from the store divestitures were approximately $72 million. In addition, the |
Share Based Compensation (Table
Share Based Compensation (Tables) | 9 Months Ended |
Sep. 24, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock Options | The following table summarizes information concerning stock option grants during the first nine months of fiscal 2022: Fiscal Nine Months Ended September 24, 2022 Stock options granted 141,264 Weighted average exercise price $ 220.70 Weighted average grant date fair value per option $ 49.64 |
Restricted Stock Units and Performance-Based Restricted Share Units | The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first nine months of fiscal 2022: Fiscal Nine Months Ended September 24, 2022 Restricted stock units granted 196,545 Weighted average grant date fair value per share - Restricted stock units $ 208.86 Performance-based restricted share units granted (a) 53,050 Weighted average grant date fair value per share - Performance-based restricted share units $ 223.76 (a) Assumes 100% target level achievement of the relative performance targets. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 24, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net income per share is calculated as follows (in thousands, except per share amounts): Fiscal Three Months Ended September 24, 2022 September 25, 2021 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 234,137 110,861 $ 2.11 $ 224,400 114,223 $ 1.96 Dilutive effect of share-based awards — 699 (0.01) — 970 (0.01) Diluted net income per share: $ 234,137 111,560 $ 2.10 $ 224,400 115,193 $ 1.95 Fiscal Nine Months Ended Fiscal Nine Months Ended September 24, 2022 September 25, 2021 Income Shares Per Share Income Shares Per Share Basic net income per share: $ 817,842 111,660 $ 7.32 $ 775,776 115,170 $ 6.74 Dilutive effect of share-based awards — 801 (0.05) — 1,000 (0.06) Diluted net income per share: $ 817,842 112,461 $ 7.27 $ 775,776 116,170 $ 6.68 Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.1 million for fiscal three months ended September 24, 2022 and less than 0.1 million shares for the fiscal three months ended September 25, 2021. Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.1 million shares for the fiscal nine months ended September 24, 2022 and less than 0.1 million shares for the fiscal nine months ended September 25, 2021. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 24, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): September 24, December 25, September 25, 1.75% Senior Notes due 2030 $ 650.0 $ 650.0 $ 650.0 3.70% Senior Notes due 2029 (a) 150.0 150.0 150.0 Senior Credit Facility: November 2020 Term Loan 200.0 200.0 200.0 Revolver 90.0 — — Total outstanding borrowings 1,090.0 1,000.0 1,000.0 Less: unamortized debt discounts and issuance costs (12.1) (13.6) (14.1) Total debt 1,077.9 986.4 985.9 Less: current portion of long-term debt — — — Long-term debt $ 1,077.9 $ 986.4 $ 985.9 Outstanding letters of credit $ 55.8 $ 52.9 $ 46.5 |
Capital Stock and Dividends (Ta
Capital Stock and Dividends (Tables) | 9 Months Ended |
Sep. 24, 2022 | |
Equity [Abstract] | |
Schedule of Dividends Payable | During the first nine months of fiscal 2022 and fiscal 2021, the Company's Board of Directors declared the following cash dividends: Date Declared Dividend Amount Record Date Date Paid August 4, 2022 $ 0.92 August 22, 2022 September 7, 2022 May 10, 2022 $ 0.92 May 25, 2022 June 8, 2022 January 26, 2022 $ 0.92 February 21, 2022 March 8, 2022 August 4, 2021 $ 0.52 August 23, 2021 September 8, 2021 May 5, 2021 $ 0.52 May 24, 2021 June 8, 2021 January 27, 2021 $ 0.52 February 22, 2021 March 9, 2021 |
Treasury Stock Treasury Stock (
Treasury Stock Treasury Stock (Tables) | 9 Months Ended |
Sep. 24, 2022 | |
Equity [Abstract] | |
Class of Treasury Stock, Shares Repurchased | The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months and fiscal nine months ended September 24, 2022 and September 25, 2021, respectively (in thousands, except per share amounts): Fiscal Three Months Ended Fiscal Nine Months Ended September 24, September 25, September 24, September 25, Total number of shares repurchased 638 744 2,938 3,462 Average price paid per share $ 193.70 $ 190.03 $ 206.95 $ 172.73 Total cash paid for share repurchases $ 123,626 $ 141,259 $ 608,016 $ 597,973 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 24, 2022 | |
Segment Reporting [Abstract] | |
Major Product Category | The following table indicates the percentage of net sales represented by each major product category during the fiscal three and nine months ended September 24, 2022 and September 25, 2021: Fiscal Three Months Ended Fiscal Nine Months Ended Product Category: September 24, September 25, September 24, September 25, Livestock and Pet 54 % 49 % 51 % 48 % Seasonal, Gift and Toy Products 18 19 20 21 Hardware, Tools and Truck 19 22 19 21 Clothing and Footwear 5 5 6 6 Agriculture 4 5 4 4 Total 100 % 100 % 100 % 100 % |
General (Details)
General (Details) $ in Millions | Oct. 12, 2022 USD ($) | Sep. 24, 2022 store state |
Orscheln Farm and Home, LLC | ||
Nature of business [Abstract] | ||
Business Combination, Consideration Transferred | $ | $ 320 | |
Disposal Group, Including Discontinued Operation, Consideration | $ | $ 72 | |
Parent Company [Member] | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 2,207 | |
Number of states in which rural lifestyle retail stores are operated by the company | state | 49 | |
TSCO stores [Member] | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 2,027 | |
Petsense stores [Member] | ||
Nature of business [Abstract] | ||
Number of rural lifestyle retail stores operated by the company | 180 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 24, 2022 | Sep. 25, 2021 | Dec. 25, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unsecured Debt | $ 1,090 | $ 1,000 | $ 1,000 |
Bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 650 | 650 | 650 |
Notes Payable to Banks | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 150 | 150 | 150 |
November 2020 Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notional Amount, Current | 200 | 200 | 200 |
2016 Senior Credit Facility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Line of Credit Facility, Maximum Month-end Outstanding Amount | $ 90 | $ 0 | $ 0 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock purchase program discount percentage | 15% | 15% | ||
Share-based compensation plan modifications | no | |||
Share-based Payment Arrangement, Noncash Expense | $ 13,700 | $ 12,500 | $ 38,531 | $ 35,737 |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 141,264 | |||
Weighted average exercise price | $ 220.70 | |||
Weighted average fair value per option | $ 49.64 | |||
Total unrecognized compensation expense | 9,500 | $ 9,500 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted | 196,545 | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted | 53,050 | |||
Restricted Stock Units and Performance-Based Restricted Share Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation expense | $ 68,900 | $ 68,900 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value per share | $ 208.86 | |||
Performance-Based Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value per share | $ 223.76 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive stock options and restricted stock units outstanding, income | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Dilutive stock options and restricted stock units outstanding, per share (in shares) | 699 | 970 | 801 | 1,000 | ||||
Dilutive stock options and restricted stock units outstanding , per share | $ 0.01 | $ 0.01 | $ 0.05 | $ 0.06 | ||||
Net income | $ 234,137 | $ 396,478 | $ 187,227 | $ 224,400 | $ 370,022 | $ 181,354 | $ 817,842 | $ 775,776 |
Antidilutive securities excluded from computation of earnings per share, amount | 100 | 100 | 100 | 100 | ||||
Earnings Per Share, Basic [Abstract] | ||||||||
Net income | $ 234,137 | 396,478 | 187,227 | $ 224,400 | 370,022 | 181,354 | $ 817,842 | $ 775,776 |
Weighted average number of shares outstanding, basic | 110,861 | 114,223 | 111,660 | 115,170 | ||||
Net income per share – basic | $ 2.11 | $ 1.96 | $ 7.32 | $ 6.74 | ||||
Earnings Per Share, Diluted [Abstract] | ||||||||
Dilutive stock options and restricted stock units outstanding, income | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Dilutive stock options and restricted stock units outstanding, per share (in shares) | 699 | 970 | 801 | 1,000 | ||||
Dilutive stock options and restricted stock units outstanding, per share (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.06) | ||||
Net income | $ 234,137 | $ 396,478 | $ 187,227 | $ 224,400 | $ 370,022 | $ 181,354 | $ 817,842 | $ 775,776 |
Weighted average number of shares outstanding, diluted | 111,560 | 115,193 | 112,461 | 116,170 | ||||
Net income per share, diluted (in dollars per share) | $ 2.10 | $ 1.95 | $ 7.27 | $ 6.68 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 100 | 100 | 100 | 100 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | Dec. 25, 2021 | |
Debt Instrument [Line Items] | |||||
Unsecured Debt | $ 1,090,000 | $ 1,000,000 | $ 1,090,000 | $ 1,000,000 | $ 1,000,000 |
Unamortized Debt Issuance Costs | (12,100) | (14,100) | (12,100) | (14,100) | (13,600) |
Unsecured debt, net of debt issuance costs | 1,077,900 | 985,900 | 1,077,900 | 985,900 | 986,400 |
Unsecured Debt, Current | 0 | 0 | 0 | 0 | 0 |
Letters of Credit Outstanding, Amount | 55,800 | 46,500 | 55,800 | 46,500 | 52,900 |
Long-term debt | $ 1,077,926 | $ 985,867 | $ 1,077,926 | $ 985,867 | 986,382 |
Effective Income Tax Rate Reconciliation, Percent | 22% | 22.90% | 22.50% | 21.90% | |
2016 Senior Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Month-end Outstanding Amount | $ 90,000 | $ 0 | 0 | ||
Bonds | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 650,000 | 650,000 | $ 650,000 | $ 650,000 | 650,000 |
Notes Payable to Banks | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 |
November 2020 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Notional Amount, Current | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 9 Months Ended | |||||
Nov. 02, 2022 | Sep. 30, 2022 | Sep. 24, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Feb. 19, 2016 | |
Debt Instrument [Line Items] | ||||||
Shelf Note - Amount | $ 150 | |||||
Senior credit facility, maximum borrowing capacity | $ 500 | |||||
Debt instrument, basis spread on variable rate | 0.125% | |||||
Debt Instrument, Basis Spread on Variable Rate, Minimum | 0.875% | |||||
Debt Instrument, Basis Spread on Variable Rate LIBOR Plus, Maximum | 1.375% | |||||
Debt Instrument, Basis Spread on Variable Rate LIBOR Plus | 1.125% | |||||
Debt Instrument, Basis Spread on Variable Rate Revolver | 0.125% | |||||
Amount of incremental credit facility which will result in modification of debt covenants | 100 million | |||||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate Swap, Beginning Notional Amount | $ 200 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0% | |||||
Commitment fee for unused capacity | 0.09% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.375% | |||||
Commitment fee for unused capacity | 0.20% | |||||
Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Interest Rate at Period End | 6.25% | |||||
London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Interest Rate at Period End | 3.08% | |||||
Number of Financial Covenants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Covenant Description | two | |||||
Fixed Charge Coverage Ratio Minimum Requirement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Covenant Description | 2.0 | |||||
Leverage Ratio Maximum Requirement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Covenant Description | 4.0 | |||||
2022 Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Senior credit facility, maximum borrowing capacity | $ 1,200 | |||||
Swingline Loan, Maximum Borrowing Capacity | 50 | |||||
Letters of Credit, Maximum Borrowing Capacity | 150 | |||||
Term Loan, Maximum Borrowing Capacity | $ 500 | |||||
Long-Term Debt, Description | Credit Facility RefinancingOn 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 in the maximum principal amount of $1.20 billion (with a sublimit of $50 million for swingline loans and a sublimit of $150 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 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 notes held by each lender for one year. Borrowings for the revolving credit facility will bear interest at either the bank’s base rate plus an additional margin ranging from 0.000% to 0.250% or adjusted SOFR plus an additional margin ranging from 0.750% to 1.250% 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% per annum, adjusted based on the Company's public credit ratings.The 2022 Senior Credit Facility replaced the Company’s 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. | |||||
2022 Senior Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee for unused capacity | 0.08% | |||||
2022 Senior Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee for unused capacity | 0.15% | |||||
2022 Senior Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0% | |||||
2022 Senior Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||
2022 Senior Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
2022 Senior Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||
Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 650 | $ 650 | $ 650 | |||
Notes Payable to Banks | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes | $ 150 | $ 150 | $ 150 | |||
Long-Term Debt, Description | On November 2, 2022, the Company entered into a Fourth Amendment to Note Purchase and Private Shelf Agreement (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 $150 million under the Note Purchase Facility. The Shelf Notes may be issued through November 1, 2025, unless either party terminates such issuance right. | Amendments to Note Purchase and Private Shelf AgreementOn September 30, 2022, the Company entered into a Third Amendment to Note Purchase and Private Shelf Agreement (the “Third Amendment”) by and among the Company, PGIM, Inc. (“Prudential”) and other holders of the notes. The Third Amendment modifies certain provisions of the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, Prudential and the noteholders party thereto, as amended (collectively as amended by the Amendment, the“Note Purchase Facility”) and conforms certain representations, warranties and covenants with the 2022 Senior Credit Facility. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | Sep. 24, 2022 | Dec. 25, 2021 | Sep. 25, 2021 |
Derivative [Line Items] | |||
Senior Notes | $ 638,876 | $ 637,844 | $ 637,500 |
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value | 0 | 0 | 795 |
Cash Flow Hedge Derivative Instrument Assets at Fair Value | 16,537 | 1,809 | 0 |
Bonds | |||
Derivative [Line Items] | |||
Long-term Debt, Fair Value | $ 492,902 | $ 614,881 | $ 628,654 |
Interest Rate Swaps Schedule of
Interest Rate Swaps Schedule of Changes in AOCI Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Derivatives used in Net Investment Hedge, Net of Tax [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 1,345 | |||
Other Comprehensive Income (Loss), Net of Tax | $ 3,150 | $ 206 | 10,953 | $ 2,651 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 12,298 | $ (592) | $ 12,298 | $ (592) |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||||||
Nov. 02, 2022 | Aug. 04, 2022 | May 10, 2022 | Jan. 26, 2022 | Aug. 04, 2021 | May 05, 2021 | Jan. 27, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | Dec. 25, 2021 | |
Dividends Payable [Line Items] | ||||||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||||
Preferred Stock, Shares Authorized | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | |||||||
Dividends declared per common share outstanding | $ 0.92 | $ 0.92 | $ 0.92 | $ 0.92 | $ 0.52 | $ 0.52 | $ 0.52 | $ 0.92 | $ 0.52 | $ 2.76 | $ 1.56 |
Capital Stock and Dividends (De
Capital Stock and Dividends (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||||||||
Nov. 02, 2022 | Aug. 04, 2022 | May 10, 2022 | Jan. 26, 2022 | Aug. 04, 2021 | May 05, 2021 | Jan. 27, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Equity [Abstract] | |||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.92 | $ 0.92 | $ 0.92 | $ 0.92 | $ 0.52 | $ 0.52 | $ 0.52 | $ 0.92 | $ 0.52 | $ 2.76 | $ 1.56 |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | Jan. 26, 2022 | |
Equity [Abstract] | |||||||||
Board-approved share repurchase program of common stock | $ 6,500,000 | $ 6,500,000 | |||||||
Remaining authorization under the share repurchase program | $ 1,740,000 | $ 1,740,000 | |||||||
Total number of shares repurchased | 638 | 744 | 2,938 | 3,462 | |||||
Average price paid per share | $ 193.70 | $ 190.03 | $ 206.95 | $ 172.73 | |||||
Total cash paid for share repurchases | $ 123,626 | $ 188,210 | $ 296,180 | $ 141,259 | $ 203,305 | $ 253,409 | $ 608,016 | $ 597,973 | |
Stock Repurchase Program, Authorized Amount | $ 6,500,000 | $ 6,500,000 | |||||||
Repurchase Program Increase [Member] | |||||||||
Equity [Abstract] | |||||||||
Board-approved share repurchase program of common stock | $ 2,000,000 | ||||||||
Stock Repurchase Program, Authorized Amount | $ 2,000,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 22% | 22.90% | 22.50% | 21.90% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Sep. 24, 2022 | Dec. 25, 2021 | Sep. 25, 2021 |
Property, Plant and Equipment [Table] | |||
Letters of Credit Outstanding, Amount | $ 55.8 | $ 52.9 | $ 46.5 |
Maumelle, AR DC [Member] | |||
Contractual Obligation | 94.3 | ||
Navarre, OH DC | |||
Contractual Obligation | $ 20.5 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2022 | Sep. 25, 2021 | Sep. 24, 2022 | Sep. 25, 2021 | |
Livestock and Pet | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 54% | 49% | 51% | 48% |
Hardware, Tools and Truck [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 19% | 22% | 19% | 21% |
Seasonal, Gift and Toy Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 18% | 19% | 20% | 21% |
Clothing and Footwear | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 5% | 5% | 6% | 6% |
Agriculture | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 4% | 5% | 4% | 4% |
Total | ||||
Revenue from External Customer [Line Items] | ||||
Percentage of sales | 100% | 100% | 100% | 100% |
Segment Reporting Number of Rep
Segment Reporting Number of Reportable Segments (Details) | 3 Months Ended |
Sep. 24, 2022 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 24, 2022 | Nov. 02, 2022 | Oct. 12, 2022 | Feb. 19, 2016 | |
Subsequent Events [Abstract] | ||||
Senior credit facility, maximum borrowing capacity | $ 500 | |||
Debt instrument, basis spread on variable rate | 0.125% | |||
Subsequent Event [Line Items] | ||||
Shelf Note - Amount | $ 150 | |||
Orscheln Distribution Center and Headquarters | ||||
Subsequent Events [Abstract] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 10 | |||
Subsequent Event [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 10 |