10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended March 28, 2015

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-19357

MONRO MUFFLER BRAKE, INC.

(Exact name of registrant as specified in its charter)

New York	16-0838627
(State of incorporation)	(I.R.S. Employer Identification No.)
200 Holleder Parkway,
Rochester, New York	14615
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code:

(585) 647-6400

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $.01 per share

Name of each exchange on which registered: The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act:

NONE

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒   No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐   No ☒

Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒   No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of  “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. 

Large Accelerated Filer  ☒	Accelerated Filer  ☐	Non-Accelerated Filer  ☐	Smaller Reporting Company  ☐
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant's most recently completed second fiscal quarter, September 27, 2014, was approximately $1,475,500,000.

As of May 8, 2015,  31,828,585 shares of the registrant's Common Stock, par value $.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's definitive proxy statement (to be filed pursuant to Regulation 14A) for the 2015 Annual Meeting of Shareholders (the "Proxy Statement") are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

		Page
PART  I
Item 1.	Business	3
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	16
PART II
Item 5.	Market for the Company's Common Equity and Related Stockholder Matters	16
Item 6.	Selected Financial Data	18
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures	58
Item 9B.	Other Information	59
PART III
Item 10.	Directors and Executive Officers of the Company and Corporate Governance	60
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13.	Certain Relationships and Related Transactions and Director Independence	60
Item 14.	Principal Accountant Fees and Services	60
PART IV
Item 15.	Exhibits and Financial Statement Schedules	61
Signatures		62
Index to Exhibits		63

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PART I

FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not historical facts, including (without limitation) statements made in this Item and in “Item 1 – Business”, may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  When used in this Annual Report on Form 10-K, the words “anticipates”, “believes”, “contemplates”, “see”, “could”, “estimate”, “intend”, “plans” and variations thereof and similar expressions, are intended to identify forward-looking statements.  Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed.  These factors include, but are not necessarily limited to, product demand, dependence on and competition within the primary markets in which Monro Muffler Brake, Inc.’s (“Monro”, the “Company”, “we”, “us”, or “our”) stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, the impact of competitive services and pricing, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, disruption or unauthorized access to our computer systems, risks relating to protection of customer and employee personal data, risks relating to litigation, risks relating to integration of acquired businesses, including goodwill impairment and the risks set forth in “Item 1A.  Risk Factors”.  Except as required by law, we do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.

Item 1. Business

GENERAL

Monro is a chain of 999 Company-operated stores (as of March 28, 2015), one franchised location and 14 dealer-operated stores providing automotive undercar repair and tire services in the United States.  At March 28, 2015, Monro operated Company stores in 25 states, including Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia and Wisconsin, primarily under the names “Monro Muffler Brake & Service”, “Tread Quarters Discount Tire”, “Mr. Tire”, “Autotire Car Care Center”, “Tire Warehouse”, “Tire Barn Warehouse”, “Ken Towery’s Tire & Auto Care” and “The Tire Choice” (together, the “Company Stores”).  Company Stores typically are situated in high-visibility locations in suburban areas and small towns, as well as in major metropolitan areas.  Company Stores serviced approximately 5.5 million vehicles in fiscal 2015.  (References herein to fiscal years are to the Company's year ended fiscal March [e.g., references to "fiscal 2015" are to the Company's fiscal year ended March 28, 2015].)

The predecessor to the Company was founded by Charles J. August in 1957 as a Midas Muffler franchise in Rochester, New York, specializing in mufflers and exhaust systems.  The Company was incorporated in the State of New York in 1959.  In 1966, we discontinued our affiliation with Midas Muffler, and began to diversify into a full line of undercar repair services.  An investor group led by Peter J. Solomon and Donald Glickman purchased a controlling interest in the Company in July 1984.  At that time, Monro operated 59 stores, located primarily in upstate New York, with approximately $21 million in sales in fiscal 1984.  Since 1984, we have continued our growth and have expanded our marketing area to include 24 additional states.

In December 1998, Monro appointed Robert G. Gross as President and Chief Executive Officer, who began full-time responsibilities on January 1, 1999.  Effective October 1, 2012, Mr. Gross assumed the role of Executive Chairman and John W. Van Heel was appointed Chief Executive Officer.

The Company's principal executive offices are located at 200 Holleder Parkway, Rochester, New York 14615, and our telephone number is (585) 647-6400.

Monro provides a broad range of services on passenger cars, light trucks and vans for brakes; mufflers and exhaust systems; and steering, drive train, suspension and wheel alignment.  Monro also provides other products and services, including tires and routine maintenance services, including state inspections.  Monro specializes in the repair and replacement of parts which must be periodically replaced as they wear out.  Normal wear on these parts generally is not covered by new car warranties.  Monro typically does not perform under-the-hood repair services except for oil change services, various “flush and fill” services and some minor tune-up services.  Monro does not sell parts or accessories to the do-it-yourself market. 

All of the Company’s stores, except Tire Warehouse and Tire Barn Warehouse stores, provide the services described above.  Tire Warehouse and Tire Barn Warehouse stores only sell tires and tire related services and alignments.  However, a growing number of our stores are more specialized in tire replacement and service and, accordingly, have a higher mix of sales in the tire category.  These stores are described below as tire stores, whereas the remaining stores are described as service stores.  (See additional discussion under “Operating Strategy”.)  At March 28, 2015, there were 509 stores designated as service stores and 490 as tire stores.

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Our sales mix for fiscal 2015, 2014 and 2013 was as follows:

	Service Stores						Tire Stores						Total Company
	FY15		FY14		FY13		FY15		FY14		FY13		FY15		FY14		FY13
Brakes	25	%	24	%	24	%	10	%	9	%	9	%	15	%	15	%	15	%
Exhaust	9		9		9		1		1		1		3		4		4
Steering	11		11		12		9		8		8		10		9		10
Tires	19		18		17		57		60		60		44		44		42
Maintenance	36		38		38		23		22		22		28		28		29
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

At March 28, 2015, the Company had one wholly-owned subsidiary, Monro Service Corporation, which is a Delaware corporation qualified to do business in the states of Illinois, Kentucky, Maryland, New Hampshire, New York and Virginia.

Monro Service Corporation holds all assets, rights, responsibilities and liabilities associated with our warehousing, purchasing, advertising, accounting, office services, payroll, cash management and certain other operations that are performed in the aforementioned states.  We believe that this structure has enhanced operational efficiency and provides cost savings.

INDUSTRY OVERVIEW

According to industry reports, demand for automotive repair services, including undercar repair and tire services, has increased due to the general increase in the number of vehicles registered, the increase in the average age of vehicles and the increased complexity of vehicles, which makes it more difficult for a vehicle owner to perform do-it-yourself repairs.

At the same time as demand for automotive repair services has grown, the number of general repair outlets has decreased, principally because fewer gas stations now perform repairs, and because there are fewer new car dealers as a result of dealership closures by car manufacturers, such as Chrysler and General Motors.  We believe that these factors present opportunities for increased sales by the Company, even though the number of specialized repair outlets (such as those operated by Monro and our direct competitors) has increased to meet growing demand.

EXPANSION STRATEGY

Monro has experienced significant growth in recent years due to acquisitions and, to a lesser extent, the opening of new stores.  Management believes that the continued growth in sales and profits of the Company is dependent, in large part, upon our continued ability to open/acquire and operate new stores on a profitable basis.  Overall profitability of the Company may not meet expectations if acquired or new stores do not attain expected profitability.

Monro believes that there are significant expansion opportunities in new as well as existing market areas, which may result from a combination of constructing stores on vacant land and acquiring existing store locations.  We believe that, as the industry consolidates due to the increasingly complex nature of automotive repair, the expanded capital requirements for state-of-the-art equipment and aging of existing shop owners, there will be increasing opportunities for acquisitions of existing businesses or store structures.

In that regard, we have completed several acquisitions, including:

Date of Acquisition	Seller	Number of Stores Acquired (a) (b)		Location of Stores	Current Brand (f)
March 2004	Atlantic Automotive Corp.	26		MD, VA	Mr. Tire
October 2004	Rice Tire, Inc.	5		MD	Mr. Tire/Tread Quarters
March 2005	Henderson Holdings, Inc.	10		MD	Mr. Tire
April 2006	ProCare Automotive Service Solutions LLC	75		OH, PA	Monro/Mr. Tire
July 2007	Valley Forge Tire & Auto Centers	11		PA	Mr. Tire
July 2007	Craven Tire & Auto	8		VA	Mr. Tire
January 2008	Broad Elm Group	7		NY	Mr. Tire
June 2009	Am-Pac Tire Distributors	26		IL, MO	Autotire
September 2009	Midwest Tire & Auto Repair	4		IN	Tire Warehouse
October 2009	Tire Warehouse Central, Inc.	41	(c)	ME, MA, NH, RI, VT	Tire Warehouse
March 2010	Import Export Tire, Co.	5		PA	Mr. Tire
November 2010	Courthouse Tire	3		VA	Mr. Tire

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June 2011	Vespia Tire Centers, Inc.	24		NJ, PA	Mr. Tire
October 2011	Terry's Tire Town	7		PA, OH	Mr. Tire
April 2012	Kramer Tire Co.	20	(d)	VA	Kramer Tire/Tread Quarters
June 2012	Colony Tire Corporation	18		NC	Mr. Tire/Tread Quarters
August 2012	Tuffy Associates Corp.	17		SC, WI	Monro/Tread Quarters
October 2012	ChesleyCo, Inc.	5		NY	Monro/Mr. Tire
November 2012	Everybody's Oil Corporation	31		IL, IN, TN	Tire Barn Warehouse
December 2012	Ken Towery's Auto Care of Kentucky, Inc./Ken Towery's Auto Care of Indiana, Inc.	27	(e)	IN, KY	Ken Towery Tire & Auto Care
December 2012	Tire King of Durham, Inc.	9		NC	Mr. Tire
December 2012	Enger Auto Service, Inc.	12		OH	Mr. Tire
August 2013	Curry's Automotive Group	10		MD, VA	Curry's/Mr. Tire
November 2013	S & S Firestone, Inc.	4		KY	Ken Towery Tire & Auto Care
November 2013	Carl King Tire Co., Inc.	6		DE, MD	Mr. Tire
June 2014	Kan Rock Tire Company, Inc.	9	(g)	MI	Monro
June 2014	Lentz U.S.A. Service Centers, Inc.	10	(g)	MI	Monro
August 2014	Hennelly Tire & Auto, Inc.	35		FL	The Tire Choice
September 2014	Wood & Fullerton Stores, LLC	9		GA	Mr. Tire
December 2014	Gold Coast Tire & Auto Centers	9		FL	The Tire Choice
March 2015	Martino Tire Stores	8		FL	The Tire Choice

_________________

(a) Table includes only acquisitions of three or more stores.

(b) Twenty-two stores were subsequently closed due to redundancies or failure to achieve an acceptable level of profitability.  See additional discussion under “Store Additions and Closings”.

(c) Six franchised locations were also acquired.  Prior to March 29, 2014, three were subsequently purchased by Monro and converted to Company-operated stores.  During April 2014, two additional franchise locations were purchased and converted.

(d) Two heavy truck tire and truck repair stores, two wholesale operations and a retread facility were also acquired and subsequently sold.

(e) One wholesale operation was also acquired and is operating under the America’s Best Tires name.

(f) In this table, “Monro” refers to the brand of “Monro Brake/Tires” or “Monro Muffler Brake & Service”, not the corporation.

(g) One acquired store was never opened.

As of March 28, 2015, Monro had 999 Company-operated stores, one franchised location and 14 dealer locations located in 25 states.  The following table shows the growth in the number of Company-operated stores over the last five fiscal years:

STORE ADDITIONS AND CLOSINGS

	Year Ended Fiscal March
	2015		2014		2013		2012		2011
Stores open at beginning of year	953		937		803		781		777
Stores added during year	92	(b)	29	(c)	144	(d)	36	(e)	12	(f)
Stores closed during year (a)	(46)		(13)		(10)		(14)		(8)
Stores open at end of year	999		953		937		803		781
Service (including BJ’s) stores	509		532		540		536		547
Tire stores	490		421		397		267		234

_________________

(a) Generally, stores were closed because they failed to achieve or maintain an acceptable level of profitability or because a new Company Store was opened in the same market at a more favorable location.  Additionally, in fiscal 2015, we closed the 34 remaining stores operated in BJ’s Wholesale Clubs.  In fiscal 2012, we sold all of our seven stores in the Long Island market to Mavis Tire for $2.0 million.

(b) Includes 85 stores acquired in the fiscal 2015 Acquisitions. (Excludes the Kan Rock and Lentz stores that were never opened.)

(c) Includes 24 stores acquired in the fiscal 2014 Acquisitions.

(d) Includes 140 stores acquired in the fiscal 2013 Acquisitions.

(e) Includes 32 stores acquired in the fiscal 2012 Acquisitions.

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(f) Includes 10 stores acquired in the fiscal 2011 Acquisitions.

We plan to add approximately nine new greenfield stores in fiscal 2016 and to pursue appropriate acquisition candidates. 

In April 2015, we completed the acquisition of the Car-X brand, a chain of 146 franchised auto service centers, from Car-X Associates Corp., a subsidiary of Tuffy Associates Corp.  The Car-X stores are owned and operated by 32 independent Car-X franchisees.  We will operate as the franchisor.

Key factors in market and site selection for selecting new greenfield store locations include population, demographic characteristics, vehicle population and the intensity of competition.  Monro attempts to cluster stores in market areas in order to achieve economies of scale in advertising, supervision and distribution costs.  All new greenfield sites presently under consideration are within Monro's established market areas.

As a result of extensive analysis of our historical and projected store opening strategy, we have established major market profiles, as defined by market awareness: mature, existing and new markets.  Over the next several years, we expect to build a greater percentage of stores in mature and existing markets in order to capitalize on our market presence and consumer awareness.  During fiscal 2015, 11 of the stores added (including acquired stores) were located in existing markets and 81 stores were added in new markets.

We believe that management and operating improvements implemented over the last several fiscal years have enhanced our ability to sustain our growth.  Monro has a chain-wide computerized inventory control and electronic point-of-sale (“POS”) management information system, which has increased management's ability to monitor operations as the number of stores has grown. 

We have customized the POS system to specific service and tire store requirements and deploy the appropriate version in each type of store.  Being Windows-based, the system has simplified training of new employees. Additionally, the system includes the following:

· Electronic mail and electronic cataloging, which allows store managers to electronically research the specific parts needed for the make and model of the car being serviced;

· Electronic repair manuals that allow for instant access to a single source of accurate, up to date, original equipment manufacturer-direct diagnosis, repair and maintenance information;

· Software which contains data that mirrors the scheduled maintenance requirements in vehicle owner’s manuals, specifically by make, model, year and mileage for every major automobile brand.  Management believes that this software facilitates the presentation and sale of scheduled maintenance services to customers;

· Streamlining of estimating and other processes;

· Graphic catalogs;

· A feature which facilitates tire searches by size;

· Direct mail support;

· Appointment scheduling;

· Customer service history;

· A thermometer graphic which guides store managers on the profitability of each job;

· The ability to view inventory of up to the closest 14 stores or warehouse; and

· Expanded monitoring of price changes. This requires more specificity on the reason for a discount, which management believes helps to control discounting.

Enhancements will continue to be made to the POS system annually in an effort to increase efficiency, improve the quality and timeliness of store reporting and enable us to better serve our customers.

The financing to open a new greenfield service store location may be accomplished in one of three ways: a store lease for the land and building (in which case, land and building costs will be financed primarily by the lessor), a land lease with the building constructed by Monro (with building costs paid by Monro), or a land purchase with the building constructed by Monro.  In all three cases, for service stores, each new store also will require approximately $225,000 for equipment (including a POS system and a truck) and approximately $55,000 in inventory.  Because we generally do not extend credit to our customers, stores generate almost no receivables and a new store's actual net working capital investment is nominal.  Total capital required to open a new greenfield service store ranges, on average, from $360,000 to $990,000 depending on the location and which of the three financing methods is used.  In general, tire stores are larger and have more service bays than Monro’s traditional service stores and, as a result, construction costs are at the high end of the range of new store construction costs.  Total capital required to open a new greenfield tire (land and building leased) location costs, on average, approximately $600,000, including $250,000 for equipment and $150,000 for inventory.  In instances where Monro acquires an existing business, it may pay additional amounts for intangible assets such as customer lists, covenants not-to-compete, trade names and goodwill, but generally will pay less per bay for equipment and real property. 

At March 28, 2015, we leased the land and/or the building at approximately 69% of our store locations and owned the land and building at the remaining locations.  Monro's policy is to situate new stores in the best locations, without regard to the form of ownership required to develop the locations.

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New service and tire stores, (excluding acquired stores), have average sales of approximately $390,000 and $1,015,000, respectively, in their first 12 months of operation, or $65,000 and $145,000, respectively, per bay.

STORE OPERATIONS

Store Format

The typical format for a Monro store is a free-standing building consisting of a sales area, fully-equipped service bays and a parts/tires storage area.  Most service bays are equipped with above-ground electric vehicle lifts.  Generally, each store is located within 25 miles of a “key” store which carries approximately double the inventory of a typical store and serves as a mini-distribution point for slower moving inventory for other stores in its area.  Individual store sizes, number of bays and stocking levels vary greatly, even within the service and tire store groups, and are dependent primarily on the availability of suitable store locations, population, demographics and intensity of competition among other factors. (See additional discussion under “Store Additions and Closings”).  A summary of average store data for service and tire stores is presented below:

					Average
					Number
	Average	Average			of Stock
	Number	Square	Average		Keeping
	of Bays	Feet	Inventory		Units (SKUs)
Service stores (excluding ProCare)	6	4,500	$	103,000	2,600
Tire stores (excluding Tire Warehouse and Tire Barn      Warehouse stores)	8	6,300	$	139,000	1,400

Data for the acquired ProCare service stores has been excluded because the stores’ stock rooms are smaller than those in typical service stores and therefore, they generally carry approximately half the amount of inventory of a typical service store.

Data for the Tire Warehouse and Tire Barn Warehouse stores has been excluded because these locations primarily install new tires and wheels and many perform alignments.  Additionally, most Tire Warehouse stores have no indoor service bays.  The store building houses a waiting room, storage area and an area to mount and balance tires on the car’s wheels once the wheels and tires have been removed from the car.  Removal of old tires and wheels from, and installation of new tires and wheels on, customers’ cars are performed outdoors under a carport.  A growing number of Tire Warehouse stores have an indoor bay to perform alignments.  The average inventory carried by the Tire Warehouse and TireBarn Warehouse stores is $226,000 per store.

Stores generally are situated in high-visibility locations in suburban areas, major metropolitan areas or small towns and offer easy customer access.  The typical store is open from 7:30 a.m. to 7:00 p.m. on Monday through Friday and from 7:30 a.m. to 6:00 p.m. on Saturday.  A majority of store locations are also open Sundays from 9:00 a.m. to 5:00 p.m.

Inventory Control and Management Information System

All Company Stores communicate daily with the central office and warehouse by computerized inventory control and electronic POS management information systems, which enable us to collect sales and operational data on a daily basis, to adjust store pricing to reflect local conditions and to control inventory on a near "real-time" basis.  Additionally, each store has access, through the POS system, to the inventory carried by up to the 14 stores or warehouse nearest to it.  Management believes that this feature improves customer satisfaction and store productivity by reducing the time required to locate out-of-stock parts and tires.  It also improves profitability because it reduces the amount of inventory which must be purchased outside Monro from local vendors.

Quality Control and Warranties

To maintain quality control, we conduct audits to rate our employees' telephone sales manner and the accuracy of pricing information given.

We have a customer survey program to monitor customer attitudes toward service quality, friendliness, speed of service, and several other factors for each store.  Customer concerns are addressed by customer service and field management personnel.

Monro uses a “Double Check for Accuracy Program” as part of our routine store procedures.  This quality assurance program requires that a technician and supervisory-level employee independently inspect a customer’s vehicle, diagnose and document the necessary repairs, and agree on an estimate before presenting it to a customer.  This process is formally documented on the written estimate by store personnel. 

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We are an active member of the Automotive Maintenance & Repair Association (“AMRA”).  AMRA is an organization of automotive retailers, wholesalers and manufacturers which was established as part of an industry-wide effort to address the ethics and business practices of companies in the automotive repair industry through the Motorist Assurance Program (“MAP”).  Participating companies commit to improving consumer confidence and trust in the automotive repair industry by adopting “Uniform Inspection Communication Standards” (“UICS”) established by MAP.  These “UICS” are available in our stores and serve to provide consistent recommendations to customers in the diagnosis and repair of a vehicle.

We offer limited warranties on substantially all of the products and services that we provide.  We believe that these warranties are competitive with industry practices and serve as a marketing tool to increase repeat business at our stores.

Store Personnel and Training

Monro supervises store operations primarily through our Divisional Vice Presidents who oversee Zone Managers who, in turn, oversee Market Managers.  The typical service store is staffed by a Store Manager and four to six technicians, one of whom serves as the Assistant Manager.  The typical tire store, except Tire Warehouse stores, is staffed by a Store Manager, an Assistant Manager and/or Service Manager, and four to eight technicians.  Larger volume service and tire stores may also have one or two sales people.  The higher staffing level at many tire stores is necessary to support their higher sales volume.  Tire Warehouse stores are generally staffed by a Store Manager and two to four technicians, one of whom serves as the Assistant Manager.  All Store Managers receive a base salary and Assistant Managers receive either hourly or salaried compensation.  In addition, Store Managers and Assistant Managers may receive other compensation based on their store's customer relations, gross profit, labor cost controls, safety, sales volume and other factors via a monthly or quarterly bonus based on performance in these areas.

We believe that the ability to recruit and retain qualified technicians is an important competitive factor in the automotive repair industry, which has historically experienced a high turnover rate.  We make a concerted effort to recruit individuals who will have a long-term commitment to the Company and offer an hourly rate structure and additional compensation based on productivity; a competitive benefits package including health, dental, life and disability insurance; a 401(k)/profit-sharing plan; as well as the opportunity to advance within the Company.  Many of our Store Managers and Market Managers started with the Company as technicians.

Many of our new technicians join the Company in their early twenties as trainees or apprentices.  As they progress, many are promoted to technician and eventually master technician, the latter requiring Automotive Service Excellence (“ASE”) certification in both brakes and suspension.  We offer a tool purchase program through which trainee technicians can acquire their own set of tools.  We also will reimburse technicians for the cost of ASE certification registration fees and test fees and encourage all technicians to become certified by providing a higher hourly wage rate following their certification.

Our training program provides multiple training sessions to both Store Managers and technicians in each store, each year. 

Management training courses are developed and delivered by our dedicated training department and Operations management, and are supplemented with live and on-line vendor training courses.  Management training covers customer service, sales, human resources (counseling, recruiting, interviewing, etc.), leadership, scheduling, financial and operational areas, and is delivered on a regular basis.  We believe that involving Operations management in the development and delivery of these sessions results in more relevant and actionable training for Store Managers, and helps to improve overall performance and staff retention. 

Our training department develops and coordinates technical training courses on critical areas of automotive repair to Monro technicians (e.g. Antilock braking systems (“ABS”) brake repair, drivability, tire pressure monitoring system (“TPMS”), etc.) and also conducts required technical training to maintain compliance with state inspection licenses, where applicable, and AMRA/MAP accreditation.  Additionally, our training department holds periodic field technical clinics for store personnel and coordinates technician attendance at technical clinics offered by our vendors.  We have electronic repair manuals installed in all of our stores for daily reference.  We also issue technical bulletins to all stores on innovative or complex repair processes, and maintain a centralized database for technical repair problems.  In addition, Monro has established a telephone technical help line to provide assistance to store personnel in resolving problems encountered while diagnosing and repairing vehicles.  The help line is available during all hours of store operation.

Monro also maintains an employee website that contains many resources for both managers and technicians to reference including Human Resource information and forms.  Additionally, there is a Facilities section containing important environmental and equipment information, as well as a Training section that contains training programs and documents for both managers and technicians.

OPERATING STRATEGY

Monro's operating strategy is to provide our customers with a wide range of dependable, high-quality automotive services at a competitive price by emphasizing the following key elements.

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Products and Services

The typical store provides a full range of undercar repair services for brakes, steering, mufflers and exhaust systems, drive train, suspension and wheel alignment, as well as tire replacement and service.  These services apply to all makes and models of domestic and foreign cars, light trucks and vans.  As a percentage of sales, the service stores provide significantly more brake and exhaust service than tire stores, and tire stores provide substantially more tire replacement and related services than service stores.

Stores generally provide many of the routine maintenance services (except engine diagnostic), which automobile manufacturers suggest or require in the vehicle owner’s manuals, and which fulfill manufacturers’ requirements for new car warranty compliance.  We offer "Scheduled Maintenance" services in our stores whereby the aforementioned services are packaged and offered to consumers based upon the year, make, model and mileage of each specific vehicle.  Management believes that we are able to offer this service in a more convenient and cost competitive fashion than auto dealers can provide.

Included in maintenance services are oil change services, heating and cooling system "flush and fill" service, belt installation, fuel system service and a transmission "flush and fill" service.  Additionally, most stores replace and service batteries, starters and alternators.  Stores in Georgia, Maine, Maryland, Missouri, New Hampshire, New York, North Carolina, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and Wisconsin perform annual state inspections.  Approximately 52% of our stores also offer air conditioning services.

The format of the Tire Warehouse and Tire Barn Warehouse stores, acquired in fiscal year 2010 and fiscal year 2013, respectively, are slightly different from Monro’s typical service or tire stores (as described above) in that, generally, over 93% of the stores’ sales involve tire services, including the mounting and balancing of tires, and the sale of road hazard warranties.  All stores provide the installation of wiper blades.  Currently, 31 Tire Warehouse and 24 Tire Barn Warehouse stores perform alignments.  In fiscal year 2016, Monro plans to expand the number of Tire Warehouse and Tire Barn Warehouse stores offering alignment services to a total of 62 stores.

Customer Satisfaction

Monro’s vision of being the dominant auto service provider in the markets we serve is supported by a set of values displayed in each Company Store emphasizing TRUST:

· Total Customer Satisfaction

· Respect, Recognize and Reward (employees who are committed to these values)

· Unparalleled Quality and Integrity

· Superior Value and

· Teamwork

Also displayed in each Company Store are guiding principles in support of our commitment to customer service: only present needed work; fix vehicles right the first time; complete vehicle service on time; and exceed the customer’s expectations.

Additionally, each Company-operated store operates under the following set of customer satisfaction principles: free inspection of brakes, tires, shocks, front end and exhaust systems (as applicable); item-by-item review with customers of problem areas; free written estimates; written guarantees; drive-in service without an appointment; fair and reasonable prices; a 30-day best price guarantee; and repairs by professionally-trained undercar and tire specialists.  (See additional discussion under “Store Operations: Quality Control and Warranties”.)

Competitive Pricing, Advertising and Co-branding Initiatives

Monro seeks to set competitive prices for quality services and products. We support our pricing strategy by advertising through direct mail coupon inserts and in-store promotional signage and displays. In addition, to increase consumer awareness of the services we offer, Monro advertises through radio, yellow pages, newspapers, service reminders and digital marketing. Our digital marketing efforts include email marketing, paid search on all major search engines, search remarketing, and banner and mobile advertising. We also manage social media profiles for all Monro brands on Twitter, Facebook and Foursquare.

Our websites include www.Monro.com,  www.MrTire.com,  www.TQTire.com,  www.AutoTire.com,  www.TireWarehouse.net,  www.KenTowery.com,  www.TireBarn.com,  www.CurrysAuto.com, and www.TheTireChoice.com.  These sites help customers search for store locations, print coupons, make service appointments, shop for tires and access information on our services and products, as well as car care tips.

Monro currently maintains mobile apps on the iPhone and Android platforms for the Monro, Mr. Tire, Tire Warehouse,and The Tire Choice brands. Our mobile apps enable customers to manage vehicle service records on their smart phones and access information, coupons and specials, as they do on our websites.

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Centralized Control

While we both operate and franchise stores, we believe that direct operation of stores enhances our ability to compete by providing centralized control of such areas of operations as service quality, store appearance, promotional activity and pricing.  We also believe our experience in operating stores makes us a more valuable partner to our franchisees.  A high level of competence is maintained throughout the Company, as we require, as a condition of employment, that employees participate in periodic training programs, including sales, management, customer service and changes in automotive technology.  Additionally, purchasing, distribution, merchandising, advertising, accounting and other store support functions are centralized primarily in Monro's corporate headquarters in Rochester, New York, and are provided through our subsidiary, Monro Service Corporation.  The centralization of these functions results in efficiencies and gives management the ability to closely monitor and control costs.

Comprehensive Training

We provide ongoing, comprehensive training to our store employees.  We believe that such training provides a competitive advantage by enabling our technicians to provide quality service to our customers in all areas of undercar repair and tire service.  (See additional discussion under “Store Operations: Store Personnel and Training”.)

PURCHASING AND DISTRIBUTION

Through our wholly-owned subsidiary Monro Service Corporation, we select and purchase tires, parts and supplies for all Company-operated stores on a centralized basis through an automatic replenishment system.  Although purchases outside the centralized system (“outside purchases”) are made when needed at the store level, these purchases are low by industry standards, and accounted for approximately 20% of all parts and tires used in fiscal 2015.

Our ten largest vendors accounted for approximately 79% of our parts and tire purchases, with the largest vendor accounting for approximately 21% of total stocking purchases in fiscal 2015.  In fiscal 2015, Monro imported approximately 32% of our parts and tire purchases.  We purchase parts and tires from approximately 100 vendors.  Management believes that our relationships with vendors are excellent and that alternative sources of supply exist, at comparable cost, for substantially all parts used in our business.  We routinely obtain bids from vendors to ensure we are receiving competitive pricing and terms.

Most parts are shipped by vendors to our primary warehouse facility in Rochester, New York, and are distributed to stores by the Monro-operated tractor/trailer fleet.  The majority of tires are shipped to our stores directly by vendors pursuant to orders placed by our headquarters staff.  During fiscal 2013, we completed an expansion of our Rochester warehouse from 80,000 square feet to 135,000 square feet.  Stores are replenished at least bi-weekly from this warehouse, and such replenishment fills, on average, 93% of all items ordered by the stores' automatic POS-driven replenishment system.  The Rochester warehouse stocks approximately 3,900 SKUs.  Monro also operates warehouses in Maryland, Virginia, Illinois, New Hampshire and Kentucky.  These warehouses carry, on average, 700; 200; 300; 700 and 1,000 SKUs, respectively.

We enter into contracts with certain parts and tire suppliers, some of which require us to buy (at market prices) up to 100% of our annual purchases of specific products.  These agreements expire at various dates through July 2017.  We believe these agreements provide us with high quality, branded merchandise at preferred pricing, along with strong marketing and training support.

COMPETITION

Monro competes in the retail automotive service and tire industry.  This industry is generally highly competitive and fragmented, and the number, size and strength of competitors vary widely from region to region.  We believe that competition in this industry is based on customer service and reputation, store location, name awareness and price.  Monro's primary competitors include national and regional undercar, tire specialty and general automotive service chains, both franchised and company-operated; car dealerships, mass merchandisers’ operating service centers; and, to a lesser extent, gas stations, independent garages and Internet tire sellers.  Monro considers TBC Corporation (operating under the NTB, Merchant’s Tire, Midas and Tire Kingdom brands), Firestone Complete Auto Care service stores and Meineke Discount Mufflers Inc. to be direct competitors.  In most of the new markets that we have entered, at least one competitor was already present.  In identifying new markets, we analyze, among other factors, the intensity of competition.  (See "Expansion Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations".)

EMPLOYEES

As of March 28, 2015, Monro had 6,557 employees, of whom 6,204 were employed in the field organization, 117 were employed at the warehouses, 197 were employed at our corporate headquarters and 39 were employed in other offices.  Monro's employees are not members of any union.  We believe that our relations with our employees are good.

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REGULATION

Monro stores new oil and recycled antifreeze and generates and/or handles used tires and automotive oils, antifreeze and certain solvents, which are disposed of by licensed third-party contractors.  In certain states, as required, we also recycle oil filters.  Thus, we are subject to a number of federal, state and local environmental laws including the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”).  In addition, the United States Environmental Protection Agency (the "EPA"), under the Resource Conservation and Recovery Act ("RCRA"), and various state and local environmental protection agencies regulate our handling and disposal of waste.  The EPA, under the Clean Air Act, also regulates the installation of catalytic converters by Monro and all other repair stores by periodically spot checking repair jobs, and has the power to fine businesses that use improper procedures or materials.  The EPA has the authority to impose sanctions, including civil penalties up to $37,500 per violation (or up to $37,500 per day for certain willful violations or failures to cooperate with authorities), for violations of RCRA and the Clean Air Act. 

We are subject to various laws and regulations concerning workplace safety, zoning and other matters relating to our business.  We maintain programs to facilitate compliance with these laws and regulations.  We believe that we are in substantial compliance with all applicable environmental and other laws and regulations and that the cost of such compliance is not material to the Company.

Monro is environmentally conscious, and takes advantage of recycling opportunities at our offices, warehouses and stores.  Cardboard, plastic shrink wrap and parts’ cores are returned to the warehouse by the stores on Monro stock trucks.  There, they are accumulated for sale to recycling companies or returned to parts manufacturers for credit.

SEASONALITY

Although our business is not highly seasonal, customers do purchase more undercar service during the period of March through October than the period of November through February, when miles driven tend to be lower.  In the tire stores, the better sales months are typically May through August, and October through December.  The slowest months are typically January through April and September.  As a result, profitability is typically lower during slower sales months, or months where mix is more heavily weighted toward tires, which is a lower margin category.  Additionally, since our stores are primarily located in the northeastern and midwestern United States, profitability tends to be lower in the winter months when certain costs, such as utilities and snow plowing, are typically higher.

COMPANY INFORMATION AND SEC FILINGS

Monro maintains a website at www.monro.com and makes its annual, quarterly and periodic Securities and Exchange Commission (“SEC”) filings available through the Investor Information section of that website.  Monro’s SEC filings are available through this website free of charge, via a direct link to the SEC website at www.sec.gov.  Monro’s filings with the SEC are also available to the public at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330.

Item 1A. Risk Factors

In addition to the risks discussed elsewhere in this annual report, the following are the important factors that could cause Monro’s actual results to differ materially from those projected in any forward looking statements:

We operate in the highly competitive automotive repair industry.

The automotive repair industry in which we operate is generally highly competitive and fragmented, and the number, size and strength of our competitors varies widely from region to region.  We believe that competition in the industry is based primarily on customer service, reputation, store location, name awareness and price.  Our primary competitors include national and regional undercar, tire specialty and general automotive service chains, both franchised and company-operated, car dealerships, mass merchandisers’ operating service centers and, to a lesser extent, gas stations, independent garages and Internet tire sellers.  Some of our competitors have greater financial resources, are more geographically diverse and have better name recognition than we do, which might place us at a competitive disadvantage to those competitors.  Because we seek to offer competitive prices, if our competitors reduce prices, we may be forced to reduce our prices, which could have a material adverse effect on our business, financial condition and results of operations.  Further, our success within this industry also depends upon our ability to respond in a timely manner to changes in customer demands for both products and services.  We cannot assure that we, or any of our stores, will be able to compete effectively.  If we are unable to compete successfully in new and existing markets, we may not achieve our projected revenue and profitability targets.

We are subject to seasonality and cycles in the general economy and customers’ use of vehicles, which may impact demand for our products and services.

Although our business is not highly seasonal, our customers typically purchase more undercar services during the period of March through October than the period of November through February, when miles driven tend to be lower. Further, customers may defer or

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forego vehicle maintenance at any time during periods of inclement weather. In the tire stores, the better sales months are typically May through August, and October through December. The slowest months are typically January through April and September. As a result, profitability is typically lower during slower sales months, or months where mix is more heavily weighted toward tires, which is a lower margin category.

Additionally, since our stores are primarily located in the northeastern and midwestern United States, profitability tends to be lower in the winter months when certain costs, such as utilities and snow plowing, are typically higher.

The automotive repair industry is subject to fluctuations in the general economy. During a downturn in the economy, customers may defer or forego vehicle maintenance or repair. During periods of good economic conditions, consumers may decide to purchase new vehicles rather than having their older vehicles serviced.

Further, our industry is influenced by the number of miles driven by automobile owners.  Factors that may cause the number of miles driven by automobile owners to decrease include the weather, travel patterns, gas prices and, as discussed above, fluctuations in the general economy.  Should a significant reduction in the number of miles driven by automobile owners occur, it would likely have an adverse effect on the demand for our products and services. For example, when the retail cost of gasoline increases, the number of miles driven by automobile owners may decrease, which could result in less frequent service intervals and fewer repairs.  Accordingly, a significant reduction in the number of miles driven by automobile owners could have a material adverse effect on our business and results of operations.

We depend on our relationships with our vendors, including foreign sources, for certain inventory.  Our business may be negatively affected by the risks associated with such relationships and international trade.

We depend on close relationships with our vendors for parts, tires and supplies and for our ability to purchase products at competitive prices and terms.  Our ability to purchase at competitive prices and terms results from the volume of our purchases from these vendors.  We have entered into various contracts with parts suppliers that require us to buy from them (at market prices) up to 100% of our annual purchases of specific products.  These agreements expire at various dates through July 2017. 

We believe that alternative sources exist for most of the products we sell or use at our stores, and we would not expect the loss of any one supplier to have a material adverse effect on our business, financial condition or results of operations.  Our dependence on a small number of suppliers, however, subjects us to the risks of shortages and interruptions.  If any of our suppliers do not perform adequately or otherwise fail to distribute parts or other supplies to our stores, our inability to replace the suppliers in a timely manner and on acceptable terms could increase our costs and could cause shortages or interruptions that could have a material adverse effect on our business, financial condition and results of operations. 

Further, we depend on a number of products (e.g. brake parts, tires, oil filters) produced in foreign markets. We face risks associated with the delivery of inventory originating outside the United States, including:

· potential economic and political instability in countries where our suppliers are located;

· increases in shipping costs;

· transportation delays and interruptions;

· changes in U.S. and foreign laws affecting the importation and taxation of goods, including duties, tariffs and quotas, or changes in the enforcement of those laws;

· compliance with the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials; and

· significant fluctuations in exchange rates between the U.S. dollar and foreign currencies.

Our industry is subject to environmental, consumer protection and other regulation.

We are subject to various federal, state and local environmental laws, building and zoning requirements, employment laws and other governmental regulations regarding the operation of our business.  For example, we are subject to rules governing the handling, storage and disposal of hazardous substances contained in some of the products such as motor oil that we sell and use at our stores, the recycling of batteries, tires and used lubricants, and the ownership and operation of real property.  These laws and regulations can impose fines and criminal sanctions for violations and require the installation of pollution control equipment or operational changes to decrease the likelihood of accidental hazardous substance releases.  Accordingly, we could become subject to material liabilities relating to the investigation and cleanup of contaminated properties, and to claims alleging personal injury or property damage as a result of exposure to, or release of, hazardous substances.  In addition, stricter interpretation of existing laws and regulations, new laws

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and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require us to incur costs or become the basis of new or increased liabilities that could have a material adverse effect on our business, financial condition and results of operations.

National automotive repair chains have also been the subject of investigations and reports by consumer protection agencies and the Attorneys General of various states.  Publicity in connection with these kinds of investigations could have an adverse effect on our sales and, consequently, our business, financial condition and results of operations.  State and local governments have also enacted numerous consumer protection laws with which we must comply.

The costs of operating our stores may increase if there are changes in laws governing minimum hourly wages, working conditions, overtime, workers’ compensation and health insurance rates, unemployment tax rates or other laws and regulations.  A material increase in these costs that we were unable to offset by increasing our prices or by other means could have a material adverse effect on our business, financial condition and results of operations.

We are involved in litigation from time to time arising from the operation of our business and, as such, we could incur substantial judgments, fines, legal fees or other costs.

We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various actions.  From time to time, we are involved in litigation involving claims related to, among other things, breach of contract, negligence, tortious conduct and employment law matters, including payment of wages.  The damages sought against us in some of these litigation proceedings could be substantial.  Although we maintain liability insurance for some litigation claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Business interruptions may negatively impact our store operations, availability of products and/or the operability of our computer systems, which may have a material negative effect on our business and results of operations.  A breach of our computer systems could damage our reputation and have a material adverse effect on our business and results of operations.

If any of our locations in a particular region are unexpectedly closed permanently or for a period of time, it could have a negative impact on our business.  Such closures could occur as a result of circumstances out of our control, including war, acts of terrorism, extreme weather conditions and other natural disasters.  Further, if our ability to obtain products and merchandise for use in our stores is impeded, it could have a negative impact on our business.  Factors that could negatively affect our ability to obtain products and merchandise include the sudden inability to import goods into the United States, for any reason and the curtailment or delay of commercial transportation. While we do maintain business interruption insurance, there is no guarantee that we will be able to use such insurance for any particular location closure or other interruption in operations.

Additionally, given the number of individual transactions we process each year,  it is critical that we maintain uninterrupted operation of our computer and communications hardware and software systems. Our systems could be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems that result in the compromise of confidential customer data, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. If our systems are breached, damaged or cease to function properly, we may have to make a significant investment to fix or replace them, we may suffer interruptions in our operations in the interim, we may face costly litigation, and our reputation with our customers may be harmed.  The risk of disruption is increased in periods where complex and significant systems changes are undertaken.  Any material interruption in our computer operations may have a material adverse effect on our business or results of operations.

If we experience a data security breach and confidential customer or employee information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships and have a material adverse effect on our business.  We may incur increasing costs in an effort to minimize these cybersecurity risks.

The nature of our business involves the receipt and storage of personally identifiable data of our customers and employees.  This type of data is subject to legislation and regulation in various jurisdictions. Data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy and security. We may become exposed to potential liabilities with respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and procedures are not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations, financial condition and cash flows due to the costs and negative market reaction relating to such developments.

We may not have the resources or technical expertise to anticipate or prevent rapidly evolving types of cyber attacks. Attacks may be targeted at us, our customers, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to hire additional personnel, purchase additional protection technologies, train employees, and engage

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third-party experts and consultants. In addition, data and security breaches can also occur as a result of non-technical issues, including breach by us or by persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. Any compromise or breach of our security could result in violation of applicable privacy and other laws, significant legal and financial exposure, and a loss of confidence in our security measures, which could have a material adverse effect on our results of operations and our reputation.

Our business is affected by advances in automotive technology.

The demand for our products and services could be adversely affected by continuing developments in automotive technology.  Automotive manufacturers are producing cars that last longer and require service and maintenance at less frequent intervals in certain cases.  Quality improvement of manufacturers’ original equipment parts has in the past reduced, and may in the future reduce, demand for our products and services, adversely affecting our sales.  For example, manufacturers’ use of stainless steel exhaust components has significantly increased the life of those parts, thereby decreasing the demand for exhaust repairs and replacements.  Longer and more comprehensive warranty or service programs offered by automobile manufacturers and other third parties also could adversely affect the demand for our products and services.  We believe that a majority of new automobile owners have their cars serviced by a dealer during the period that the car is under warranty.  In addition, advances in automotive technology continue to require us to incur additional costs to update our diagnostic capabilities and technical training programs.

We may not be successful in integrating new and acquired stores.

Management believes that our continued growth in sales and profit is dependent, in large part, upon our ability to open/acquire and operate new stores on a profitable basis.  In order to do so, we must find reasonably priced new store locations and acquisition candidates that meet our criteria and we must integrate any new stores (opened or acquired) into our system.  Our growth and profitability could be adversely affected if we are unable to open or acquire new stores or if new or existing stores do not operate at a sufficient level of profitability.  If new stores do not achieve expected levels of profitability, this may adversely impact our ability to remain in compliance with our debt covenants or to make required payments under our credit facility.

Any impairment of goodwill, other intangible assets or long-lived assets could negatively impact our results of operations.

Our goodwill, other intangible assets or long-lived assets, are subject to an impairment test on an annual basis and are also tested whenever events and circumstances indicate that goodwill, intangible assets and/or long-lived assets may be impaired.  Any excess goodwill resulting from the impairment test must be written off in the period of determination.  Intangible assets (other than goodwill and indefinite-lived intangible assets) and other long-lived assets are generally amortized or depreciated over the useful life of such assets.  In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired tangible and intangible assets.  We have significantly increased our goodwill as a result of our acquisitions.  We may subsequently experience unforeseen issues with the businesses we acquire, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of recoverability of the recorded goodwill and intangible assets.  Future determinations of significant write-offs of goodwill, intangible assets or other long-lived assets, as a result of an impairment test or any accelerated amortization or depreciation of other intangible assets or other long-lived assets could have a material negative impact on our results of operations and financial condition.  We have completed our annual impairment test for goodwill, and have concluded that we do not have any impairment of goodwill for the year ended March 28, 2015.

Store closings result in acceleration of costs.

From time to time, in the ordinary course of our business, we close certain stores, generally based on considerations of store profitability, competition, strategic factors and other considerations.  Closing a store could subject us to costs including the write-down of leasehold improvements, equipment, furniture and fixtures.  In addition, we could remain liable for future lease obligations.

We rely on an adequate supply of skilled field personnel.

In order to continue to provide high quality services, we require an adequate supply of skilled field managers and technicians.  Trained and experienced automotive field personnel are in high demand, and may be in short supply in some areas.  We cannot assure that we will be able to attract, motivate and maintain an adequate skilled workforce necessary to operate our existing and future stores efficiently, or that labor expenses will not increase as a result of a shortage in the supply of skilled field personnel, thereby adversely impacting our financial performance.  While the automotive repair industry generally operates with high field employee turnover, any material increases in employee turnover rates in our stores or any widespread employee dissatisfaction could also have a material adverse effect on our business, financial condition and results of operations.

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If we are unable to generate sufficient cash flows from our operations, our liquidity will suffer and we may be unable to satisfy our obligations.

We currently rely on cash flow from operations and our Revolving Credit Facility to fund our business.  Amounts outstanding on the Revolving Credit Facility are reported as debt on our balance sheet.  While we believe that we have the ability to sufficiently fund our planned operations and capital expenditures for the foreseeable future, various risks to our business could result in circumstances that would materially affect our liquidity.  For example, cash flows from our operations could be affected by changes in consumer spending habits, the failure to maintain favorable vendor payment terms or our inability to successfully implement sales growth initiatives, among other factors.  We may be unsuccessful in securing alternative financing when needed on terms that we consider acceptable.

In addition, a significant increase in our leverage could have the following risks:

· our ability to obtain additional financing for working capital, capital expenditures, store renovations, acquisitions or general corporate purposes may be impaired in the future;

· our failure to comply with the financial and other restrictive covenants governing our debt, which, among other things, require us to comply with certain financial ratios and limit our ability to incur additional debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations; and

· our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant.

If we do not perform in accordance with our debt covenants, our lenders may restrict our ability to draw on our Revolving Credit Facility.  We cannot assure that we will remain in compliance with our debt covenants in the future.

We depend on the services of key executives.

Our senior executives are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing.  Losing the services of any of these individuals could adversely affect our business until a suitable replacement could be found.  It may be difficult to replace them quickly with executives of equal experience and capabilities.  Although we have employment agreements with selected executives, we cannot prevent them from terminating their employment with us.  Other executives are not bound by their employment agreements with us.

New accounting guidance or changes in the interpretation or application of existing accounting guidance could affect our financial performance adversely.

New accounting guidance may require systems and other changes that could increase our operating costs and/or change our financial statements.  For example, implementing future accounting guidance related to leases and other areas impacted by the current convergence project between the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) could require us to make significant changes to our lease management system or other accounting systems, and could result in changes to our financial statements.  Additionally, implementing future accounting guidance related to leases or other items could potentially impact certain performance metrics and financial ratios, and potentially require the renegotiation of debt covenants.

Unanticipated changes in the interpretation or application of existing accounting guidance could result in material charges or restatements of our financial statements, which may further result in litigation or regulatory actions which could have an adverse effect on our financial condition and results of operations.

The effect of recent changes to U.S. healthcare laws may increase our healthcare costs and negatively impact our financial results.

We offer eligible employees the opportunity to enroll in healthcare coverage subsidized by us. For various reasons, many of our eligible employees currently choose not to participate in our healthcare plans. However, under the comprehensive U.S. healthcare reform law enacted in 2010, the Affordable Care Act, changes that became effective in 2014, and the employer mandate and employer penalties that became effective January 1, 2015, may significantly increase our labor costs. Changes in the law that took effect in 2014, including the imposition of a penalty on individuals who do not obtain healthcare coverage, may result in more eligible employees deciding to enroll in our healthcare plans, which may increase our healthcare costs in the future.  In 2015, we provided a qualifying plan under the Affordable Care Act for our benefit-eligible employees, which may further increase our healthcare expenses. Additionally, implementing the requirements of the Affordable Care Act has imposed some additional administrative costs on us, and those costs may increase over time. The costs and other effects of these new healthcare requirements cannot be determined with certainty, but they may have a material adverse effect on our financial and operating results.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company, through Monro Service Corporation, owns its office/warehouse facility of approximately 165,000 square feet, which is located on 12.7 acres of land in Holleder Technology Park, in Rochester, New York.  Monro Service Corporation also owns a second office/warehouse facility of approximately 28,000 square feet, which is located on 11.8 acres of land in Swanzey, New Hampshire.  We lease additional warehouse space in Maryland, Virginia, Illinois and Kentucky.

Of Monro's 999 Company-operated stores at March 28, 2015, 312 were owned, 585 were leased and for 102 stores, only the land was leased.  In general, we lease store sites for a ten-year period with several five-year renewal options.  Giving effect to all renewal options, approximately 60% of the leases (413 stores) expire after 2025.  Certain of the leases provide for contingent rental payments if a percentage of annual gross sales exceeds the base fixed rental amount.  The highest contingent percentage rent of any lease is 6.75%, and no such lease has adversely affected profitability of the store subject thereto.  An officer of Monro or members of his family are the lessors, or have interests in entities that are the lessors, with respect to five of the leases.  No related party leases, other than the five remaining leases assumed as part of the Mr. Tire Acquisition in March 2004, have been entered into, and no new related party leases are contemplated.

Item 3. Legal Proceedings

Monro currently and from time to time is involved in litigation incidental to the conduct of our business, including employment-related litigation arising from claims by current and former employees.  Although we diligently defend against these claims, we may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements, if management believes settlement is in the best interests of Monro and our shareholders.  Although the amount of liability that may result from these matters cannot be ascertained, management does not currently believe that, in the aggregate, they will result in liabilities material to Monro’s financial condition or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Company's Common Equity and Related Stockholder Matters

MARKET INFORMATION

Monro’s common stock, par value $.01 per share, (the “Common Stock”) is traded on the NASDAQ Stock Market under the symbol "MNRO".  The following table sets forth, for each quarter during the last two fiscal years, the range of high and low sales prices on the NASDAQ Stock Market for the Common Stock:

	Fiscal 2015				Fiscal 2014
Quarter Ended	High		Low		High		Low
June	$	57.99	$	50.28	$	50.66	$	37.88
September	$	55.06	$	48.67	$	51.12	$	41.35
December	$	59.17	$	46.93	$	56.00	$	43.87
March	$	67.93	$	55.44	$	62.11	$	53.85

HOLDERS

At May 8, 2015, Monro’s Common Stock was held by approximately 4,600 shareholders of record or through nominee or street name accounts with brokers.

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EQUITY COMPENSATION PLAN INFORMATION

As of March 28, 2015, Monro maintained stock option plans under which employees and non-employee directors could be granted Common Stock options to purchase shares of Monro’s Common Stock.  The following table contains information relating to such plans as of March 28, 2015.

				Number of Securities
				Remaining Available for
	Number of Securities			Future Issuance Under
	To Be Issued	Weighted Average		Equity Compensation
	Upon Exercise of	Exercise Price of		Plans (Excluding Securities
	Outstanding Options	Outstanding Options		Reflected in Column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved      by security holders	1,518,330	$	34.21	1,963,763
Equity compensation plans not approved      by security holders	-		-	-
Total	1,518,330	$	34.21	1,963,763

DIVIDENDS

In May 2013, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.11 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2014.

In May 2014, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.13 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2015.

In May 2015, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.15 per common share or common share equivalent to be paid to shareholders of record as of June 1, 2015.  The dividend will be paid on June 11, 2015.

The declaration of and determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and contractual restrictions, and such other factors as the Board of Directors deems relevant.  Under our Revolving Credit Facility, we are not permitted to pay cash dividends in excess of 50% of our preceding year’s net income.  For additional information regarding our Revolving Credit Facility, see Note 6 to the Company’s Consolidated Financial Statements.

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Item 6. Selected Financial Data

The following table sets forth selected financial and operating data of Monro for each fiscal year in the five-year period ended March 28, 2015.  The financial data and certain operating data have been derived from Monro’s audited financial statements.  This data should be read in conjunction with the financial statements and related notes included under Item 8 of this report and in conjunction with other financial information included elsewhere in this Form 10-K.

		Year Ended Fiscal March
		2015			2014			2013			2012			2011
		(Amounts in thousands, except per share data)
Income Statement Data:
Sales		$	894,492		$	831,432		$	731,997		$	686,552		$	636,678
Cost of sales, including distribution      and occupancy costs			541,142			511,458			453,850			410,155			379,166
Gross profit			353,350			319,974			278,147			276,397			257,512
Operating, selling, general and      administrative expenses			243,561			224,627			204,442			184,981			179,127
Operating income			109,789			95,347			73,705			91,416			78,385
Interest expense, net			11,342			9,470			7,213			5,220			5,095
Other income, net			(908)			(659)			(332)			(490)			(647)
Income before provision for income taxes			99,355			86,536			66,824			86,686			73,937
Provision for income taxes			37,556			32,077			24,257			32,074			28,096
Net income		$	61,799		$	54,459		$	42,567		$	54,612		$	45,841
Earnings per share	Basic (a)	$	1.94		$	1.72		$	1.36		$	1.77		$	1.52
	Diluted (a)	$	1.88		$	1.67		$	1.32		$	1.69		$	1.44
Shares and equivalents	Basic		31,605			31,394			31,067			30,716			30,200
	Diluted		32,944			32,642			32,308			32,237			31,807
Cash dividends per common share      or common share equivalent		$	0.52		$	0.44		$	0.40		$	0.35		$	0.28
Selected Operating Data:  (b)
Sales growth:
Total			7.6	%		13.6	%		6.6	%		7.8	%		12.8	%
Comparable store (c)			(1.4)	%		(0.5)	%		(7.3)	%		2.0	%		4.2	%
Stores open at beginning of year			953			937			803			781			777
Stores open at end of year			999			953			937			803			781
Capital Expenditures (d)		$	34,750		$	32,150		$	34,185		$	28,556		$	17,507
Balance Sheet Data (at period end):
Net working capital		$	19,491		$	31,375		$	28,280		$	24,506		$	19,343
Total assets			907,794			759,956			739,433			510,092			451,840
Long-term obligations			255,688			187,040			214,809			51,164			41,990
Shareholders’ equity			473,611			415,984			365,042			327,499			280,249

_________________

(a) See Note 10 to our Consolidated Financial Statements, included under Item 8 of this report, for calculation of basic and diluted earnings per share for fiscal years 2015, 2014 and 2013.

(b) Includes Company-operated stores only – no dealer or franchise locations.

(c) Comparable store sales data (not adjusted for days) is calculated based on the change in sales of only those stores open as of the beginning of the preceding fiscal year.

(d) Amount does not include the funding of the purchase price of acquisitions.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following table sets forth income statement data of Monro expressed as a percentage of sales for the fiscal years indicated:

	Year Ended Fiscal March
	2015		2014		2013
Sales	100.0	%	100.0	%	100.0	%
Cost of sales, including distribution and occupancy costs	60.5		61.5		62.0
Gross profit	39.5		38.5		38.0
Operating, selling, general and administrative expenses	27.2		27.0		27.9
Operating income	12.3		11.5		10.1
Interest expense, net	1.3		1.1		1.0
Other income, net	(0.1)		(0.1)		—
Income before provision for income taxes	11.1		10.4		9.1
Provision for income taxes	4.2		3.9		3.3
Net income	6.9	%	6.5	%	5.8	%

CRITICAL ACCOUNTING POLICIES

We believe that the accounting policies listed below are those that are most critical to the portrayal of our financial condition and results of operations, and that required management’s most difficult, subjective and complex judgments in estimating the effect of inherent uncertainties.  This section should be read in conjunction with Note 1 to the Consolidated Financial Statements which includes other significant accounting policies.

Inventory

We evaluate whether inventory is stated at the lower of cost or market based on historical experience with the carrying value and life of inventory.  The assumptions used in this evaluation are based on current market conditions and we believe inventory is stated at the lower of cost or market in the consolidated financial statements.  In addition, historically we have been able to return excess items to vendors for credit or sell such inventory to wholesalers.  Future changes by vendors in their policies or willingness to accept returns of excess inventory could require a revision in the estimates.

Business Combinations

We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. As a result, in the case of significant acquisitions, we normally obtain the assistance of a third-party valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While we believe those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

Carrying Values of Goodwill and Long-Lived Assets

We have a history of growth through acquisitions.  Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.  Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.  The carrying value of goodwill is subject to annual impairment reviews, which we typically perform in the third quarter of the fiscal year.  Impairment reviews may also be triggered by any significant events or changes in circumstances affecting our business.

We have one reporting unit which encompasses all operations including new acquisitions. The goodwill impairment test consists of a two-step process, if necessary. We perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill.  The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization and other relevant qualitative factors. If the qualitative factors are triggered, we perform the two-step process.  The first step is to compare the fair value of our invested capital to the book value of our invested capital. If the fair value is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill exceeds its implied fair value, an impairment charge is recognized in an

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amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill.  We believe there is little risk of impairment.

Intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized over their estimated useful lives.  All intangibles and other long-lived assets are reviewed when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.  If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying values.

A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates.  Additionally, as discussed above, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical marketplace participant would use.  As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed.  Therefore, we may recognize an impairment of an intangible asset or assets even though realized actual cash flows are approximately equal to or greater than our previously forecasted amounts.

Self-Insurance Reserves

We are largely self-insured with respect to workers’ compensation, general liability and employee medical claims.  In order to reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts, and caps total losses in a fiscal year.  We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors.  These accruals are reviewed on a quarterly basis, or more frequently if factors dictate a more frequent review is warranted.  For more complex reserve calculations, such as workers’ compensation, we use the services of an actuary on an annual basis to assist in determining the required reserve for open claims.

Stock-Based Compensation

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the following assumptions.  Expected volatilities are based on historical changes in the market price of the Company’s Common Stock.  The expected term of options granted is derived from the terms and conditions of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding.  The risk-free rate is calculated using the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards.  We use historical data to estimate forfeitures.  The dividend yield is based on historical experience and expected future changes.

Income Taxes

Our provision for income taxes and effective tax rates are calculated by legal entity and jurisdiction and are based on a number of factors, including our income, tax planning strategies, differences between tax laws and accounting rules, statutory tax rates and credits, uncertain tax positions and valuation allowances.  We use significant judgment and estimates in evaluating our tax positions.

Tax law and accounting rules often differ as to the timing and treatment of certain items of income and expense.  As a result, the tax rate reflected in our tax return (the current or cash tax rate) is different from the tax rate reflected in our Consolidated Financial Statements.  Some of the differences are permanent, while other differences are temporary as they reverse over time.  We record deferred tax assets and liabilities for any temporary differences between the tax reflected in our Consolidated Financial Statements and tax bases.  We establish valuation allowances when we believe it is more-likely-than-not that some portion of our deferred tax assets will not be realized.

At any one time, our tax returns for several tax years are subject to examination by U.S. federal and state taxing jurisdictions.  We establish tax liabilities in accordance with the accounting guidance on income taxes.  Under the accounting guidance, the impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount that is more-likely-than-not to be sustained.  An uncertain income tax position will not be recognized in the financial statements unless it is more-likely-than-not to be sustained.  We adjust these tax liabilities, as well as the related interest and penalties, based on the latest facts and circumstances, including recently published rulings, court cases and outcomes of tax audits.  To the extent our actual tax liability differs from our established tax liabilities for unrecognized tax benefits, our effective tax rate may be materially impacted.  While it is often difficult to predict the final outcome of, the timing of, or the tax treatment of any particular tax position or deduction, we believe that our tax balances reflect the more-likely-than-not outcome of known tax contingencies.

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RESULTS OF OPERATIONS

Fiscal 2015 As Compared To Fiscal 2014

Sales for fiscal 2015 increased $63.1 million or 7.6% to $894.5 million as compared to $831.4 million in fiscal 2014.  The increase was due to an increase of $78.8 million related to new stores, of which $70.5 million came from the fiscal 2014 and fiscal 2015 acquisitions.  Partially offsetting this was a decrease in comparable store sales of 1.4%.  Additionally, there was a decrease in sales from closed stores amounting to $9.4 million.  There were 361 selling days in both fiscal 2015 and fiscal 2014. 

During fiscal 2015, barter sales totaled approximately $5.0 million.  There were no similar transactions in fiscal 2014.

During the year, 92 stores were added and 46 were closed, including 34 locations located in BJ’s Wholesale Clubs.  At March 28, 2015, we had 999 Company-operated stores in operation.

We believe that the decrease in comparable store sales for fiscal 2015 resulted primarily from continued weak economic conditions. 

For the year, comparable store traffic and average ticket were down slightly.  Comparable store tire, maintenance and exhaust sales declined in fiscal 2015.  However, other service categories, including brakes, oil changes, front end/shocks and alignments increased on a comparable store basis as compared to the prior year, demonstrating our belief that needed repairs cannot be deferred indefinitely.

Harsh winter weather also negatively impacted sales during the fourth quarter of fiscal 2015, which resulted in stores being closed for periods of time, and consumers reluctant to travel.

Gross profit for fiscal 2015 was $353.3 million or 39.5% of sales as compared with $320.0 million or 38.5% of sales for fiscal 2014.  The increase in gross profit for fiscal 2015, as a percentage of sales, is due to a decrease in total material costs as compared to the prior year, particularly in tires. 

Labor costs were relatively flat as a percentage of sales as compared to the prior year through focused payroll control.  Labor productivity, as measured by sales per man hour, improved slightly over the prior year. 

Partially offsetting the gross profit improvement was an increase in distribution and occupancy costs as compared to the prior year, in part due to increased warehousing costs related to building inventory ahead of the tariff to lower the impact on overall tire costs.  Additionally, there was margin pressure due to fixed costs against a decrease in comparable store sales.

Operating expenses for fiscal 2015 were $243.6 million or 27.2% of sales compared with $224.6 million or 27.0% of sales for fiscal 2014.  The increase as a percentage of sales is due to the decline in comparable store sales, as well as an increase in due diligence costs as compared to the prior year, partially offset by focused cost control.

Operating income in fiscal 2015 of $109.8 million increased 15.1% compared to operating income of $95.3 million in fiscal 2014, and increased as a percentage of sales from 11.5% to 12.3% for the reasons described above. 

Net interest expense for fiscal 2015 increased by approximately $1.9 million as compared to the prior year, and increased as a percentage of sales from 1.1% to 1.3%.  The weighted average debt outstanding for the year ended March 28, 2015 increased by approximately $46 million from fiscal 2014, primarily related to an increase in debt outstanding under our Revolving Credit Facility to fund the purchase of our acquisitions, as well as increased capital leases related to our fiscal 2014 and fiscal 2015 acquisitions.  Partially offsetting this increase was a decrease in the weighted average interest rate of approximately 10 basis points from the prior year. 

Our effective tax rate was 37.8% and 37.1%, respectively, of pre-tax income in fiscal 2015 and 2014.  The difference primarily relates to the accounting for uncertain tax positions which may vary from year to year.

Net income for fiscal 2015 increased by $7.3 million, or 13.5%, from $54.5 million in fiscal 2014, to $61.8 million in fiscal 2015, and earnings per diluted share increased by 12.6% from $1.67 to $1.88 due to the factors discussed above.

Fiscal 2014 As Compared To Fiscal 2013

Sales for fiscal 2014 increased $99.4 million or 13.6% to $831.4 million as compared to $732.0 million in fiscal 2013.  The increase was due to an increase of $110 million related to new stores, of which $107 million came from the fiscal 2013 and fiscal 2014 acquisitions.  Partially offsetting this was a decrease in comparable store sales of .5%.  Additionally, there was a decrease in sales from closed stores amounting to $5.0 million.  There were 361 selling days in both fiscal 2014 and fiscal 2013.

During the year, 29 stores were added and 13 were closed.  At March 29, 2014,  we had 953Company-operated stores in operation.

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We believe that the slight decrease in comparable store sales for fiscal 2014 resulted primarily from continued weak economic conditions.  We believe that consumers continue to defer service repairs and tire replacements, especially on higher ticket items. 

For the year, comparable store traffic was up slightly while average ticket was down.  On a comparable store basis for the year, the brake, exhaust and shock categories each increased by about 1%, while the tire category declined about 1% as consumers traded down from higher priced tires.  However, tire unit sales increased approximately 1% on a comparable store basis.

Harsh winter weather also negatively impacted sales during the fourth quarter of fiscal 2014, which resulted in stores being closed for periods of time, and consumers reluctant to travel.

Gross profit for fiscal 2014 was $320.0 million or 38.5% of sales as compared with $278.1 million or 38.0% of sales for fiscal 2013.  The increase in gross profit for fiscal 2014, as a percentage of sales, is due to several factors.  Labor costs decreased as a percentage of sales as compared to the prior year through focused payroll control.  Labor productivity, as measured by sales per man hour, improved over the prior year as well. 

Distribution and occupancy costs decreased as a percentage of sales from the prior year as we leveraged these largely fixed costs with the increase in sales from acquired stores.

Total material costs were relatively flat as a percentage of sales as compared to the prior year.  This was due to a shift in mix to the lower margin service and tire categories, the latter due primarily to the acquisition of more tire stores, offset by a meaningful decline in product costs, particularly tires.

Operating expenses for fiscal 2014 were $224.6 million or 27.0% of sales compared with $204.4 million or 27.9% of sales for fiscal 2013.  Excluding the increase in operating expenses related to the stores acquired in fiscal 2014 and fiscal 2013, operating expenses actually decreased by approximately $2.2 million.  This demonstrates that we experienced leverage in this line on a comparable store basis through focused cost control and pay plans which appropriately adjust for performance.

Operating income in fiscal 2014 of $95.3 million increased 29.4% compared to operating income of $73.7 million in fiscal 2013, and increased as a percentage of sales from 10.1% to 11.5% for the reasons described above.

Net interest expense for fiscal 2014 increased by approximately $2.3 million as compared to the prior year, and increased as a percentage of sales from 1.0% to 1.1%.  The weighted average debt outstanding for the year ended March 29, 2014 increased by approximately $61 million from fiscal 2013, primarily related to anincrease in debt outstanding under our Revolving Credit Facility to fund the purchase of our acquisitions, as well as increased capital leases related to our fiscal 2013 acquisitions.  Partially offsetting this increase was a decrease in the weighted average interest rate of approximately 40 basis points from the prior year due to a shift in the percentage of debt (revolver vs. capital leases) outstanding at a lower rate. 

Our effective tax rate was 37.1% and 36.3%, respectively, of pre-tax income in fiscal 2014 and 2013.  The difference primarily relates to the accounting for uncertain tax positions which may vary from year to year.

Net income for fiscal 2014 increased by $11.9 million, or 27.9%, from $42.6 million in fiscal 2013, to $54.5 million in fiscal 2014, and earnings per diluted share increased by 26.5% from $1.32 to $1.67 due to the factors discussed above.

CAPITAL RESOURCES, CONTRACTUAL OBLIGATIONS AND LIQUIDITY

Capital Resources

Our primary capital requirements for fiscal 2015 were divided among the funding of acquisitions for $84.4 million, as well as the upgrading of facilities and systems and the funding of our store expansion program totaling $34.8 million.  In fiscal 2014, our primary capital requirements were divided among the funding of acquisitions for $27.5 million, as well as the upgrading of facilities and systems, and the funding of our store expansion program totaling $32.2 million.  In both fiscal years 2015 and 2014, capital requirements were primarily met by cash flow from operations and from our revolving credit facility.

In fiscal 2016, we intend to open approximately nine new greenfield stores.  Total capital required to open a new greenfield service store ranges, on average, from $360,000 to $990,000 depending on whether the store is leased, owned or land leased.  Total capital required to open a new greenfield tire (land and building leased) location costs, on average, approximately $600,000, including $250,000 for equipment and $150,000 for inventory.

Monro paid dividends of $16.8 million in fiscal 2015.  In May 2015, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.15 per common share or common share equivalent beginning with the first quarter of fiscal 2016.

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We also plan to continue to seek suitable acquisition candidates.  Management believes that we have sufficient resources available (including cash flow from operations and bank financing) to expand our business as currently planned for the next several years.

Contractual Obligations

Payments due by period under long-term debt, other financing instruments and commitments are as follows:

			Within		1 to		3 to		After
	Total		1 Year		3 Years		5 Years		5 Years
	(Dollars in thousands)
Principal payments on long-term debt	$	122,543			$	122,543
Capital lease commitments/financing obligations		142,053	$	8,908		18,799	$	21,767	$	92,579
Operating lease commitments		153,147		34,836		53,324		26,877		38,110
Total	$	417,743	$	43,744	$	194,666	$	48,644	$	130,689

We believe that we can fulfill our contractual commitments utilizing our cash flow from operations and, if necessary, bank financing.

Liquidity

In June 2011, we entered into a five-year, $175 million Revolving Credit Facility agreement with seven banks (the “Credit Facility”).  The Credit Facility amended and restated, in its entirety, the Credit Facility agreement previously entered into by Monro as of July 2005 and amended from time to time.  The Credit Facility also provided an accordion feature permitting us to request an increase in availability of up to an additional $75 million. 

In December 2012, the Credit Facility was amended to include the following: the committed sum was increased by $75 million to $250 million; the term was extended for another one and a half years, such that the Credit Facility now expires in December 2017; and the $75 million accordion feature was maintained. There were no other changes in terms including those related to covenants or interest rates.  There are now six banks participating in the syndication.  There was $122.5 million outstanding under the Credit Facility at March 28, 2015.  We were in compliance with all debt covenants as of March 28, 2015.

At March 29, 2014 and March 28, 2015, the interest rate was 125 basis points over LIBOR. 

Within the Credit Facility, we have a sub-facility of $40 million for the purpose of issuing standby letters of credit.  The line requires fees aggregating 1.375% annually of the face amount of each standby letter of credit, payable quarterly in arrears.  There was $23.7 million in an outstanding letter of credit at March 28, 2015.

The net availability under the Credit Facility at March 28, 2015 was $103.8 million.

Specific terms of the Credit Facility permit the payment of cash dividends not to exceed 50% of the prior year’s net income, and permit mortgages and specific lease financing arrangements with other parties with certain limitations.  Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions.  The agreement also requires the maintenance of specified interest and rent coverage ratios.

In addition, we have financed certain store properties with capital leases/financing obligations, which amount to $142.1 million and are due in installments through 2045.

During fiscal 1995, Monro purchased 12.7 acres of land for $.7 million from the City of Rochester, New York, on which its office/warehouse facility is located.  The City had provided financing for 100% of the cost of the land via a 20-year non-amortizing, non-interest bearing mortgage.  The mortgage was paid in full in fiscal 2015.

INFLATION

We do not believe our operations have been materially affected by inflation.  Monro has been successful, in many cases, in mitigating the effects of merchandise cost increases principally through the use of volume discounts and alternative vendors, as well as selling price increases.  See additional discussion under Risk Factors.

FINANCIAL ACCOUNTING STANDARDS

See “Recent Accounting Pronouncements” in Note 1 to the consolidated financial statements for a discussion of the impact of recently issued accounting standards on our Consolidated Financial Statements as of March 28, 2015 and for the year then ended, as well as the expected impact on the Consolidated Financial Statements for future periods.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Monro is exposed to market risk from potential changes in interest rates.  There was no fixed rate debt outstanding at March 28, 2015.  Given a 1% change in LIBOR, our cash flow exposure on floating rate debt interest expense would result in interest expense fluctuating approximately $1.2 million based upon our debt position at fiscal year ended March 28, 2015.

Debt financing, including current portion, had a carrying amount and a fair value of $122.5 million as of March 28, 2015, as compared to a carrying amount and a fair value of $106.5 million as of March 29, 2014. 

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Item 8. Financial Statements and Supplementary Data

	Page
Report of Independent Registered Public Accounting Firm	26
Audited Financial Statements:
Consolidated Balance Sheets at March 28, 2015 and March 29, 2014	27
Consolidated Statements of Comprehensive Income for the fiscal three years ended March 28, 2015	28
Consolidated Statements of Changes in Shareholders' Equity for the fiscal three years ended March 28, 2015	29
Consolidated Statements of Cash Flows for the fiscal three years ended March 28, 2015	30
Notes to Consolidated Financial Statements	31
Selected Quarterly Financial Information (Unaudited)	57

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Monro Muffler Brake, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Monro Muffler Brake, Inc. and its subsidiary at March 28, 2015 and March 29, 2014, and the results of their operations and their cash flows for each of the three years in the period ended March 28, 2015 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 28, 2015, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Rochester, New York

May 27, 2015

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Assets
Current assets:
Cash and equivalents	$	7,730	$	1,205
Trade receivables		2,561		2,728
Federal and state income taxes receivable		—		2,171
Inventories		129,727		124,920
Deferred income tax assets		13,942		13,710
Other current assets		21,324		23,382
Total current assets		175,284		168,116
Property, plant and equipment		592,206		531,505
Less - Accumulated depreciation and amortization		(265,454)		(249,622)
Net property, plant and equipment		326,752		281,883
Goodwill		349,088		270,039
Intangible assets		34,555		29,371
Other non-current assets		11,947		10,547
Long-term deferred income tax assets		10,168		—
Total assets	$	907,794	$	759,956
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt, capital leases and financing obligations	$	8,908	$	7,552
Trade payables		62,920		53,321
Federal and state income taxes payable		385		—
Accrued payroll, payroll taxes and other payroll benefits		22,265		20,206
Accrued insurance		32,373		32,353
Warranty reserves		10,752		9,557
Other current liabilities		18,190		13,752
Total current liabilities		155,793		136,741
Long-term capital leases and financing obligations		133,145		81,199
Long-term debt		122,543		105,841
Accrued rent expense		5,342		5,700
Other long-term liabilities		14,458		11,558
Long-term deferred income tax liabilities		—		140
Long-term income taxes payable		2,902		2,793
Total liabilities		434,183		343,972
Commitments and contingencies
Shareholders' equity:
Class C Convertible Preferred Stock, $1.50 par value, $.064 conversion value; 150,000 shares authorized;32,500 shares issued and outstanding		49		49
Common Stock, $.01 par value, 65,000,000 shares authorized; 38,007,537 and 37,567,902 shares issued at March 28, 2015 and March 29, 2014, respectively		380		376
Treasury Stock, 6,180,489 and 6,076,951 shares at March 28, 2015 and      March 29, 2014, respectively, at cost		(95,638)		(90,241)
Additional paid-in capital		160,880		141,365
Accumulated other comprehensive loss		(4,584)		(3,135)
Retained earnings		412,524		367,570
Total shareholders' equity		473,611		415,984
Total liabilities and shareholders' equity	$	907,794	$	759,956

The accompanying notes are an integral part of these financial statements.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended Fiscal March
	2015		2014		2013
	(Amounts in thousands, except
	per share data)
Sales	$	894,492	$	831,432	$	731,997
Cost of sales, including distribution and occupancy costs		541,142		511,458		453,850
Gross profit		353,350		319,974		278,147
Operating, selling, general and administrative expenses		243,561		224,627		204,442
Operating income		109,789		95,347		73,705
Interest expense, net of interest income		11,342		9,470		7,213
Other income, net		(908)		(659)		(332)
Income before provision for income taxes		99,355		86,536		66,824
Provision for income taxes		37,556		32,077		24,257
Net income	$	61,799	$	54,459	$	42,567
Other comprehensive (loss) income:
Changes in pension, net of tax (benefit) provision of ($888),  $556      and ($299), respectively		(1,449)		908		(488)
Other comprehensive (loss) income		(1,449)		908		(488)
Comprehensive income	$	60,350	$	55,367	$	42,079
Earnings per share:
Basic	$	1.94	$	1.72	$	1.36
Diluted	$	1.88	$	1.67	$	1.32
Weighted average number of common shares outstanding used in      computing earnings per share:
Basic		31,605		31,394		31,067
Diluted		32,944		32,642		32,308

The accompanying notes are an integral part of these financial statements.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	Class C										Accumulated
	Convertible						Additional				Other
	Preferred		Common		Treasury		Paid-In		Retained		Comprehensive
	Stock		Stock		Stock		Capital		Earnings		Loss		Total
	(Dollars in thousands)
Balance at March 31, 2012	$	49	$	368	$	(86,493)	$	119,690	$	297,440	$	(3,555)	$	327,499
Net income										42,567				42,567
Other comprehensive loss:
Pension liability adjustment      [($787) pre-tax]												(488)		(488)
Dividends (1):
Preferred										(304)				(304)
Common										(12,436)				(12,436)
Tax benefit from exercise of stock options								2,764						2,764
Exercise of stock options (2)				5		(3,571)		5,922						2,356
Stock option compensation								3,084						3,084
Balance at March 30, 2013		49		373		(90,064)		131,460		327,267		(4,043)		365,042
Net income										54,459				54,459
Other comprehensive income:
Pension liability adjustment ($1,464 pre-tax)												908		908
Dividends (1):
Preferred										(334)				(334)
Common										(13,822)				(13,822)
Tax benefit from exercise of stock options								1,866						1,866
Exercise of stock options (2)				3		(177)		4,488						4,314
Stock option compensation								3,551						3,551
Balance at March 29, 2014		49		376		(90,241)		141,365		367,570		(3,135)		415,984
Net income										61,799				61,799
Other comprehensive loss:
Pension liability adjustment     [($2,337) pre-tax]												(1,449)		(1,449)
Dividends (1):
Preferred										(395)				(395)
Common										(16,450)				(16,450)
Stock issuance costs								(14)						(14)
Tax benefit from exercise of stock options								2,208						2,208
Exercise of stock options (2)				4		(5,397)		14,057						8,664
Stock option compensation								3,264						3,264
Balance at March 28, 2015	$	49	$	380	$	(95,638)	$	160,880	$	412,524	$	(4,584)	$	473,611

_________________

(1) Dividends paid per common share or common share equivalent were $.52,  $.44 and $.40, respectively, for the years ended March 28, 2015, March 29, 2014 and March 30, 2013.

(2) Includes the receipt of treasury stock in connection with the exercise of stock options and to partially satisfy tax withholding obligations.

The accompanying notes are an integral part of these financial statements.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
	Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	61,799	$	54,459	$	42,567
Adjustments to reconcile net income to net cash provided      by operating activities -
Depreciation and amortization		35,721		31,688		27,500
Stock-based compensation expense		3,264		3,551		3,084
Excess tax benefits from share-based payment arrangements		(121)		(195)		(441)
Net change in deferred income taxes		6,338		4,520		(375)
Gain on bargain purchase		(386)		(217)		—
Loss on disposal of assets		265		373		375
Change in operating assets and liabilities (excluding acquisitions)
Trade receivables		168		107		(511)
Inventories		805		(5,192)		(5,968)
Other current assets		2,622		5,149		(7,176)
Other non-current assets		(498)		1,844		5,468
Trade payables		9,599		(7,685)		15,657
Accrued expenses		2,937		3,656		3,826
Federal and state income taxes payable		4,764		2,031		1,779
Other long-term liabilities		(1,037)		491		(844)
Long-term income taxes payable		109		(637)		(505)
Total adjustments		64,550		39,484		41,869
Net cash provided by operating activities		126,349		93,943		84,436
Cash flows from investing activities:
Capital expenditures		(34,750)		(32,150)		(34,185)
Acquisitions, net of cash acquired		(84,367)		(27,467)		(163,326)
Proceeds from the disposal of assets		409		3,916		3,037
Net cash used for investing activities		(118,708)		(55,701)		(194,474)
Cash flows from financing activities:
Proceeds from borrowings		343,561		304,321		371,031
Principal payments on long-term debt, capital leases and financing obligations		(336,617)		(333,174)		(253,445)
Exercise of stock options		8,664		4,314		2,957
Excess tax benefits from share-based payment arrangements		121		195		441
Dividends paid		(16,845)		(14,156)		(12,740)
Net cash (used for) provided by financing activities		(1,116)		(38,500)		108,244
Increase (decrease) in cash		6,525		(258)		(1,794)
Cash at beginning of year		1,205		1,463		3,257
Cash at end of year	$	7,730	$	1,205	$	1,463

The accompanying notes are an integral part of these financial statements.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Background

Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation (together, “Monro”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire services in the United States.  Monro had 999 Company-operated stores, one franchised location and 14 dealer-operated automotive repair centers located in 25 states as of March 28, 2015.  Monro’s operations are organized and managed in one operating segment.

Accounting estimates

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles.  The preparation of financial statements in conformity with such principles requires the use of estimates by management during the reporting period.  Actual results could differ from those estimates.

Fiscal year

Monro reports its results on a 52/53 week fiscal year ending on the last Saturday of March of each year.  The following are the dates represented by each fiscal period:

“Year ended Fiscal March 2015”: March 30, 2014 – March 28, 2015 (52 weeks)

“Year ended Fiscal March 2014”: March 31, 2013 – March 29, 2014 (52 weeks)

“Year ended Fiscal March 2013”: April 1, 2012 – March 30, 2013 (52 weeks)

Consolidation

The Consolidated Financial Statements include Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation, after the elimination of intercompany transactions and balances.

Reclassifications

Certain amounts in these financials statements have been reclassified to maintain comparability among the periods presented.

Revenue recognition

Sales are recorded upon completion of automotive undercar repair and tire services provided to customers.  The following was Monro’s sales mix for fiscal 2015, 2014 and 2013:

	Year Ended Fiscal March
	2015		2014		2013
Brakes	15	%	15	%	15	%
Exhaust	3		4		4
Steering	10		9		10
Tires	44		44		42
Maintenance	28		28		29
Total	100	%	100	%	100	%

Revenue from the sale of tire road hazard warranty agreements is recognized on a straight-line basis over the contract period or other method when costs are not incurred ratably.

Cash equivalents

We consider all highly liquid instruments with original maturities of three months or less to be cash equivalents.

Inventories

Our inventories consist of automotive parts and tires.  Inventories are valued at the lower of cost or market value using the first-in, first-out (FIFO) method.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Barter credits

We value barter credits at the fair market value of the inventory exchanged, as determined by reference to price lists for buying groups and jobber pricing.  We use these credits primarily to pay vendors for purchases (mainly inventory vendors for the purchase of parts and tires) or to purchase other goods or services from the barter company such as advertising and travel.

Property, plant and equipment

Property, plant and equipment are stated at cost.  Depreciation of property, plant and equipment is provided on a straight-line basis.  Buildings and improvements related to owned locations are depreciated over lives varying from 10 to 39 years; machinery, fixtures and equipment over lives varying from 5 to 15 years; and vehicles over lives varying from 4 to 10 years.  Computer hardware and software is depreciated over lives varying from 3 to 7 years.  Buildings and improvements related to leased locations are depreciated over the shorter of the asset’s useful life or the reasonably assured lease term, as defined in the accounting guidance on leases.  When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and a gain or loss is recorded in the Consolidated Statements of Comprehensive Income.  Expenditures for maintenance and repairs are expensed as incurred.  (See Note 4.)

Long-lived assets

We evaluate the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable.  In the event assets are impaired, losses are recognized to the extent the carrying value exceeds the fair value.  In addition, we report assets to be disposed of at the lower of the carrying amount or the fair market value.

Store opening and closing costs

New store opening costs are charged to expense in the fiscal year when incurred.  When we close a store, the estimated unrecoverable costs, including the remaining lease obligation net of sublease income, if any, are charged to expense.

Leases

Financing Obligations –

We are often involved in the construction of leased stores.  In some cases, we are responsible for construction cost over runs or non-standard tenant improvements.  As a result of this involvement, we are deemed the “owner” for accounting purposes during the construction period, requiring us to capitalize the construction costs on our Consolidated Balance Sheet.  Upon completion of the project, we perform a sale-leaseback analysis pursuant to guidance on accounting for leases to determine if we can remove the assets from our Consolidated Balance Sheet.  For some of these leases, we are considered to have “continuing involvement”, which precludes us from derecognizing the assets from our Consolidated Balance Sheet when construction is complete (“failed sale-leaseback”).  In conjunction with these leases, we capitalize the construction costs on our Consolidated Balance Sheet and also record financing obligations representing payments owed to the landlord.  We do not report rent expense for the properties which are owned for accounting purposes.  Rather, rental payments under the lease are recognized as a reduction of the financing obligation and as interest expense.

Additionally, since we often assume leases in acquisition transactions, the accounting for a seller who was involved in the construction of leased stores passes to us.

During the fourth quarter of fiscal 2013, Monro conducted a review of its lease accounting practices as it relates to certain sale-leaseback transactions.

In connection with this review, we recorded an out of period adjustment to record previously unrecognized failed sale-leaseback transactions.  The adjustment resulted in the recognition of additional property of $.4 million and capital leases and financing obligations of $.7 million on our March 2013 Consolidated Balance Sheet.  As some of the stores impacted related to prior year acquisitions, we also recorded increases in goodwill of $1.9 million, deferred income tax assets of $1.2 million and other long-term liabilities of $2.3 million in our Consolidated Balance Sheet as of March 30, 2013.  The impact to the fiscal 2013 Consolidated Statement of Comprehensive Income was recorded in the fourth quarter as a decrease of $1.0 million in occupancy costs and an increase of $.5 million in interest expense.  The Company determined that this adjustment was not material to its fiscal 2013 or prior period Consolidated Financial Statements.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Capital Leases –

Some of our property is held under capital leases.  These assets are included in property, plant and equipment and depreciated over the term of the lease.  We do not report rent expense for capital leases.  Rather, rental payments under the lease are recognized as a reduction of the capital lease obligation and interest expense.

Operating Leases –

All other leases are considered operating leases.  Rent expense, including rent escalations, is recognized on a straight-line basis over the reasonably assured lease term, as defined in the accounting guidance on leases.  Generally, the lease term is the base lease term plus certain renewal option periods for which renewal is reasonably assured.

Goodwill and intangible assets

We have a history of growth through acquisitions.  Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.  Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.  The carrying value of goodwill is subject to annual impairment reviews in accordance with accounting guidance on goodwill, which we typically perform in the third quarter of the fiscal year.  Impairment reviews may also be triggered by any significant events or changes in circumstances affecting our business.

We have one reporting unit which encompasses all operations including new acquisitions. The goodwill impairment test consists of a two-step process, if necessary. We perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill.  The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization and other relevant qualitative factors. If the qualitative factors are triggered, we perform the two-step process.  The first step is to compare the fair value of our invested capital to the book value of our invested capital. If the fair value is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill.  If the carrying amount of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess.  The loss recognized cannot exceed the carrying amount of goodwill. 

Intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized over their estimated useful lives.  All intangibles and other long-lived assets are reviewed when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.  If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts.  No such indicators were present in fiscal 2015, 2014 or 2013.

A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates.  Additionally, as discussed above, in accordance with accounting guidance, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical market participant would use.  As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed.  Therefore, we may recognize an impairment of an intangible asset or assets even though realized actual cash flows are approximately equal to or greater than its previously forecasted amounts.

As a result of our annual qualitative assessment performed in the third quarter of fiscal 2015, there were no impairments.  There have been no triggering events during the fourth quarter of fiscal 2015.

Self-insurance reserves

We are largely self-insured with respect to workers’ compensation, general liability and employee medical claims.  In order to reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts, and caps total losses in a fiscal year.  We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors.  These accruals are reviewed on a quarterly basis, or more frequently if factors dictate a more frequent review is warranted.  For more complex reserve calculations, such as workers’ compensation, we use the services of an actuary on an annual basis to assist in determining the required reserve for open claims.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Warranty

We provide an accrual for estimated future warranty costs for parts that we install based upon the historical relationship of warranty costs to sales.  Warranty expense related to all product warranties at and for the years ended March 2015, 2014 and 2013 was not material to our financial position or results of operations.  See additional discussion of tire road hazard warranty agreements under the “Revenue recognition” section of this footnote.

Comprehensive income

As it relates to Monro, comprehensive income is defined as net earnings as adjusted for pension liability adjustments and is reported net of related taxes in the Consolidated Statements of Comprehensive Income and in the Consolidated Statements of Changes in Shareholders’ Equity.

Income taxes

Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using tax rates based on currently enacted rules and legislation and anticipated rates that will be in effect when the differences are expected to reverse. The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.  Monro recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority's administrative practices and precedents.  (See Note 7.)

Treasury stock

Treasury stock is accounted for using the par value method.  During the year ended March 30, 2013, Monro’s current Chief Executive Officer surrendered 43,000 shares of Monro’s Common Stock at fair market value to pay the exercise price and to partially satisfy tax withholding obligations on the exercise of 113,000 stock options.  There was no activity for the Chief Executive Officer during the year ended March 29, 2014.  During the year ended March 28, 2015, Monro’s Chief Executive Officer surrendered 77,000 shares of Monro’s Common Stock at fair market value to pay the exercise price on the exercise of 113,000 stock options.

Stock-based compensation

We measure compensation cost arising from the grant of share-based payments to an employee at fair value, and recognize such cost in income over the period during which the employee is required to provide service in exchange for the award, usually the vesting period.  Forfeitures are estimated on the grant date and revised in subsequent periods if actual forfeitures differ from those estimates.

We recognize compensation expense related to stock options using the straight-line approach.  Option awards generally vest equally over the service period established in the award, typically four years.  We estimate fair value using the Black-Scholes valuation model.  Assumptions used to estimate the compensation expense are determined as follows:

· Expected life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees;

· Expected volatility is measured using historical changes in the market price of Monro’s Common Stock;

· Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards;

· Forfeitures are based substantially on the history of cancellations of similar awards granted by Monro in prior years; and

· Dividend yield is based on historical experience and expected future changes.

34

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The weighted average fair value of options granted during fiscal 2015, 2014 and 2013 was $11.27,  $10.10 and $8.67, respectively.  The fair values of the options granted were estimated on the date of their grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Year Ended Fiscal March
	2015		2014		2013
Risk-free interest rate	1.23	%	.86	%	.53	%
Expected life, in years	4		4		4
Expected volatility	27.7	%	29.7	%	34.0	%
Expected dividend yield	.99	%	.97	%	1.14	%

Total stock-based compensation expense included in cost of sales and selling, general and administrative expenses in Monro’s Consolidated Statements of Comprehensive Income for the years ended March 28, 2015, March 29, 2014 and March 30, 2013 was $3.3 million, $3.6 million and $3.1 million, respectively.  The related income tax benefit was $1.2 million, $1.3 million and $1.2 million, respectively. 

Earnings per share

Basic earnings per share is calculated by dividing net income less preferred stock dividends by the weighted average number of shares of Common Stock outstanding during the year.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of Common Stock and equivalents outstanding during the year.  Common Stock equivalents represent shares issuable upon the assumed exercise of stock options.  (See Note 10.)

Advertising

We expense the production costs of advertising the first time the advertising takes place, except for direct response advertising which is capitalized and amortized over its expected period of future benefits.

Direct response advertising consists primarily of coupons for Monro’s services.  The capitalized costs of this advertising are amortized over the period of the coupon’s validity, which is typically two months.

Prepaid advertising at March 28, 2015 and March 29, 2014, and advertising expense for the years ended March 2015, 2014 and 2013, were not material to these financial statements.

Vendor rebates and cooperative advertising credits

We account for vendor rebates and cooperative advertising credits as a reduction of the cost of products purchased, except where the rebate or credit is a reimbursement of costs incurred to sell the vendor’s product, in which case it is offset against the costs incurred. 

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Guarantees

At the time we issue a guarantee, we recognize an initial liability for the fair value, or market value, of the obligation we assume under that guarantee.

Recent accounting pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance for the reporting of discontinued operations. This guidance eliminates certain exceptions from reporting discontinued operations that exist under current guidance, and also requires several new disclosures about disposals that qualify as discontinued operations. This guidance is effective for fiscal years and interim periods within those years beginning on or after December15, 2014, with early adoption permitted. The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In May 2014, the FASB issued new accounting guidance for the reporting of revenue from contracts with customers. This guidance provides guidelines a company will apply to determine the measurement of revenue and timing of when it is recognized. In April 2015, the FASB proposed the deferral of the effective date by one year.  Under the proposal, this guidance is effective for the first interim period within annual reporting periods beginning after December15, 2017.  Early adoption is permitted, but not before years beginning after December 15, 2016. We are currently evaluating the potential effect of the adoption of this guidance on our Consolidated Financial Statements.

In January 2015, the FASB issued new accounting guidance related to the disclosure requirements for extraordinary items.  The standard eliminates the concept of extraordinary items on the income statement.  This pronouncement is effective for fiscal years and interim periods within those years beginning after December 15, 2015.  The adoption of this guidance is not expected to have a material effect on our Consolidated Financial Statements.

In February 2015, the FASB issued new accounting guidance that is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This standard simplifies consolidation accounting by reducing the number of consolidation models and will require all entities to re-evaluate consolidation conclusions regarding variable interest entities.This pronouncement is effective for fiscal years and for interim periods within those years beginning after December 15, 2015.The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the presentation of debt issuance costs.This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset.These costs will continue to be amortized to interest expense using the effective interest method.This pronouncement is effective for fiscal years and for interim periods within those years beginning after December 15, 2015.  Retrospective adoption is required.We do not expect this pronouncement to have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the measurement date of an employer's defined benefit obligation and plan assets.  The new guidance permits a reporting entity with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The new guidance should be applied on a prospective basis. The adoption of this standard will not have a material impact on our Consolidated Financial Statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the Securities and Exchange Commission did not, or are not expected to have a material effect on our Consolidated Financial Statements.

NOTE 2 – ACQUISITIONS

Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in our existing and contiguous markets, and leverage fixed operating costs such as distribution and advertising.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Subsequent Events

On April 25, 2015, we acquired the Car-X Brand, as well as the franchise rights for 146 auto service centers from Car-X Associates Corp., a subsidiary of Tuffy Associates Corp.  The Car-X stores are owned and operated by 32 independent Car-X franchisees in Illinois, Indiana, Iowa, Kentucky, Minnesota, Missouri, Ohio, Tennessee, Texas and Wisconsin. The stores will continue to be operated under the Car-X name.   The acquisition was financed through our existing credit facility.

Fiscal 2015

During fiscal 2015, we acquired the following businesses for an aggregate purchase price of $87.9 million.  The acquisitions were financed through our existing credit facility.  The results of operations for these acquisitions are included in Monro’s financial results from the respective acquisition dates.

· On March 1, 2015, we acquired eight retail tire and automotive repair stores located in Florida from Martino Tire Stores.  These stores operate under The Tire Choice name.

· On December 7, 2014, we acquired nine retail tire and automotive repair stores located in Florida from Gold Coast Tire & Auto Centers. These stores operate under The Tire Choice name.

· During July and December 2014 and March 2015, we acquired five retail tire and automotive repair stores located in New York, Georgia and New Jersey through five separate transactions. These stores operate under the Mr. Tire name.

· On September 28, 2014, we acquired nine retail tire and automotive repair stores located in Georgia from Wood & Fullerton Stores, LLC. These stores operate under the Mr. Tire name.

· On August 8, 2014, we acquired 35 retail tire and automotive repair stores located in Florida from Hennelly Tire & Auto, Inc. These stores operate under The Tire Choice name.

· On June 15, 2014, we acquired ten and nine retail tire and automotive repair stores located in Michigan from Lentz U.S.A. Service Centers, Inc. and Kan Rock Tire Company, Inc., respectively.  Two of the acquired stores were never opened. These stores operate under the Monro Brake & Tire name.

· On April 13, 2014, we acquired two retail tire and automotive repair stores located in New Hampshire from Bald Tire & Auto, Inc. These stores were previously Tire Warehouse franchise locations and continue to operate under the Tire Warehouse name.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, and unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their estimated fair value related to customer relationships, trade name and favorable leases.

We expensed all costs related to acquisitions during fiscal 2015. The total costs related to completed acquisitions were $1.1 million for the year ended March 28, 2015.  These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales and net income for the fiscal 2015 acquired entities totaled $52.2 million and approximately $.5 million, respectively, for the period from acquisition date through March 28, 2015.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

The preliminary fair values of identifiable assets acquired and liabilities assumed were based on preliminary valuation data and estimates. The excess of the net purchase price over the net tangible and intangible assets acquired was recorded as goodwill.  Where

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the fair value of the net tangible and intangible assets exceeds the net purchase price, a gain was recorded.  The preliminary allocation of the aggregate purchase price as of March 28, 2015 was as follows:

	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	5,648
Other current assets		567
Property, plant and equipment		31,271
Intangible assets		9,216
Deferred income tax assets		15,354
Other non-current assets		128
Total assets acquired		62,184
Warranty reserves		925
Other current liabilities		2,837
Long-term capital leases and financing obligations		47,803
Other long-term liabilities		1,639
Total liabilities assumed		53,204
Total net identifiable assets acquired	$	8,980
Total consideration transferred	$	87,910
Plus: gain on bargain purchase		386
Less: total net identifiable assets acquired		8,980
Goodwill	$	79,316

The following are the intangible assets acquired and their respective fair values and weighted average useful lives.

	As of Acquisition Date
			Weighted
	Dollars		Average
	in  thousands		Useful Life
Customer lists	$	4,073	7 years
Trade name		3,548	14 years
Favorable leases		1,595	17 years
Total	$	9,216	11 years

We continue to refine the valuation data and estimates related to road hazard warranty, intangible assets, real estate and real property leases for the fiscal 2015 acquisitions and expect to complete the valuations no later than the first anniversary date of the respective acquisition.  We anticipate that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed and those adjustments may or may not be material.

Fiscal 2014

During fiscal 2014, we acquired the following businesses for an aggregate purchase price of $27.5 million.  The acquisitions were financed through our existing credit facility.  The results of operations for these acquisitions are included in Monro’s financial results from the respective acquisition dates.

· On March 2, 2014, we acquired one retail tire and automotive repair store located in Kentucky from Hometown Tire Company, Inc.  This store operates under the Ken Towery Tire and Auto Care name.

· On November 17, 2013, we acquired six retail tire and automotive repair stores located in Maryland and Delaware from Carl King Tire Co., Inc.  These stores operate under the Mr. Tire name.

· On November 17, 2013, we acquired four retail tire and automotive repair stores located in Kentucky from S&S Firestone, Inc.  These stores operate under the Ken Towery Tire and Auto Care name.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

· On October 20, 2013, we acquired two retail tire and automotive repair stores located in North Carolina from XL Tire, Inc.  These stores operate under the Tread Quarters name.

· On August 18, 2013, we acquired ten retail tire and automotive repair stores located in Virginia and Maryland from Curry’s Automotive Group.  These stores operate under the Curry’s/Mr. Tire name.

· On August 11, 2013, we acquired one retail tire and automotive repair store located in New Jersey from Mitchell Tire Service.  This store operates under the Mr. Tire name.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, and unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their fair value related to customer relationships, trade name, favorable leases and a non-compete agreement.

We expensed all costs related to acquisitions during fiscal 2014. The total costs related to completed acquisitions were not material to the Consolidated Statements of Comprehensive Income.  These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales and net income for the fiscal 2014 acquired entities totaled $15.1 million and approximately $.1 million, respectively, for the period from acquisition date through March 29, 2014.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

We finalized the purchase accounting relative to the fiscal 2014 acquisitions during fiscal 2015. As a result of the final purchase price allocations, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded in fiscal 2015 include an increase in property, plant and equipment of $1.2 million; an increase in intangible assets of $.8 million; an increase in the long-term deferred income tax assets of $.6 million; an increase in the current portion of long-term debt, capital leases and financing obligations of $.1 million; an increase in long-term capital leases and financing obligations of $2.9 million; and a decrease in other liabilities of $.7 million. The measurement period adjustments resulted in a decrease to goodwill of $.3 million.

We have recorded the identifiable assets acquired and liabilities assumed at their fair values as of their respective acquisition dates, with the remainder recorded as goodwill as follows:

	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	1,513
Other current assets		120
Property, plant and equipment		9,786
Intangible assets		2,069
Deferred income tax assets		748
Other non-current assets		94
Total assets acquired		14,330
Warranty reserves		176
Other current liabilities		801
Long-term capital leases and financing obligations		2,958
Other long-term liabilities		369
Total liabilities assumed		4,304
Total net identifiable assets acquired	$	10,026
Total consideration transferred	$	27,482
Plus: gain on bargain purchase		217
Less: total net identifiable assets acquired		10,026
Goodwill	$	17,673

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following are the intangible assets acquired and their respective fair values and weighted average useful lives.

	As of Acquisition Date
			Weighted
	Dollars		Average
	in  thousands		Useful Life
Customer lists	$	776	7 years
Trade name		500	7 years
Favorable leases		778	10 years
Non-compete agreement		15	3 years
Total	$	2,069	8 years

NOTE 3 – OTHER CURRENT ASSETS

The composition of other current assets is as follows:

	Year Ended Fiscal March
	2015		2014
	(Dollars in thousands)
Vendor rebates receivable	$	10,530	$	7,258
Other		10,794		16,124
	$	21,324	$	23,382

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

The major classifications of property, plant and equipment are as follows:

	March 28, 2015						March 29, 2014
			Assets Under						Assets Under
			Capital Lease/						Capital Lease/
	Assets		Financing				Assets		Financing
	Owned		Obligations		Total		Owned		Obligations		Total
	(Dollars in thousands)
Land	$	77,499			$	77,499	$	69,836			$	69,836
Buildings and improvements		204,523	$	89,148		293,671		186,093	$	66,057		252,150
Equipment, signage and fixtures		196,039				196,039		183,373				183,373
Vehicles		21,803				21,803		19,632		67		19,699
Construction-in-progress		3,194				3,194		6,447				6,447
		503,058		89,148		592,206		465,381		66,124		531,505
Less - Accumulated      depreciation and amortization		239,474		25,980		265,454		226,870		22,752		249,622
	$	263,584	$	63,168	$	326,752	$	238,511	$	43,372	$	281,883

Depreciation expense totaled $32.1 million, $28.6 million and $24.7 million for the fiscal years ended March 2015, 2014 and 2013, respectively.

Amortization expense recorded under capital leases and financing obligations and included in depreciation expense above totaled $5.7 million, $5.2 million and $3.9 million for the fiscal years ended March 2015, 2014 and 2013, respectively.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill during fiscal 2015 and 2014 were as follows:

	Dollars in thousands
Balance at March 30, 2013	$	249,803
Fiscal 2014 acquisitions		17,940
Adjustments to fiscal 2013 purchase accounting		2,296
Balance at March 29, 2014		270,039
Fiscal 2015 acquisitions		79,316
Adjustments to fiscal 2014 purchase accounting		(267)
Balance at March 28, 2015	$	349,088

The composition of other intangible assets is as follows:

	Year Ended Fiscal March
	2015				2014
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(Dollars in thousands)
Customer lists	$	23,648	$	11,024	$	19,566	$	8,548
Trade names		17,550		5,791		14,003		4,648
Favorable leases		15,074		4,925		12,700		3,751
Other intangible assets		660		637		660		611
Total intangible assets	$	56,932	$	22,377	$	46,929	$	17,558

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Monro’s intangible assets are being amortized over their estimated useful lives.  The weighted average useful lives of Monro’s intangible assets are approximately nine years for customer lists, 14 years for trade names, 15 years for favorable leases and five years for other intangible assets.

Amortization of intangible assets, excluding amortization of favorable leases included in rent expense, during fiscal 2015, 2014 and 2013 totaled $3.6 million, $3.1 million and $2.8 million, respectively.

Estimated future amortization of intangible assets is as follows:

	Customer lists/
	Trade names/		Favorable
Year Ending Fiscal March	Other		Leases
	(Dollars in thousands)
2016	$	3,750	$	1,086
2017		3,601		1,029
2018		3,533		1,002
2019		3,272		962
2020		2,244		940

NOTE 6 – LONG-TERM DEBT, CAPITAL LEASES AND FINANCING OBLIGATIONS

Long-term debt, capital leases and financing obligations consist of the following:

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Revolving Credit Facility, LIBOR-based (a)	$	122,543	$	105,841
Long-term debt	$	122,543	$	105,841
Obligations under capital leases and financing obligations at various      interest rates, due in installments through 2045	$	142,053	$	88,091
Mortgage Note Payable, non-interest bearing, secured by warehouse and office       land, due in one installment in 2015		0		660
Less – Current portion of long-term debt, capital leases and financing obligations		(8,908)		(7,552)
Long-term capital leases and financing obligations	$	133,145	$	81,199

_________________

(a) The London Interbank Offered Rate (LIBOR) at March 28, 2015 was .18%.

In June 2011, we entered into a five-year, $175 million Revolving Credit Facility agreement with seven banks (the “Credit Facility”).  This Credit Facility amended and restated, in its entirety, the Credit Facility agreement previously entered into by Monro as of July 2005 and amended from time to time.  The Credit Facility also provided an accordion feature permitting us to request an increase in availability of up to an additional $75 million.

In December 2012, the Credit Facility was amended to include the following: the committed sum was increased by $75 million to $250 million; the term was extended for another one and a half years, such that the Credit Facility now expires in December 2017; and the $75 million accordion feature was maintained. There were no other changes in terms including those related to covenants or interest rates.  There are now six banks participating in the syndication.  There was $122.5 million outstanding under the Credit Facility at March 28, 2015.  We were in compliance with all debt covenants as of March 28, 2015.

At March 28, 2015 and March 29, 2014, the interest rate was 125 basis points over LIBOR. 

Within the Credit Facility, we have a sub-facility of $40 million for the purpose of issuing standby letters of credit.  The line requires fees aggregating 1.375% annually of the face amount of each standby letter of credit, payable quarterly in arrears.  There was $23.7 million in an outstanding letter of credit at March 28, 2015.

The net availability under the Credit Facility at March 28, 2015 was $103.8 million.

Specific terms of the Credit Facility permit the payment of cash dividends not to exceed 50% of the prior year’s net income, and permit mortgages and specific lease financing arrangements with other parties with certain limitations.  Additionally, the Credit

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions.  The agreement also requires the maintenance of specified interest and rent coverage ratios.

Long-term debt, including current portion, had a carrying amount and a fair value of $122.5 million as of March 28, 2015, as compared to a carrying amount and a fair value of $106.5 million as of March 29, 2014.  The fair value of long-term debt was estimated based on discounted cash flow analyses using either quoted market prices for the same or similar issues, or the current interest rates offered to Monro for debt with similar maturities.

In addition, we have financed certain store properties and vehicles with capital leases/financing obligations, which amount to $142.1 million and are due in installments through 2045.

During fiscal 1995, Monro purchased 12.7 acres of land for $.7 million from the City of Rochester, New York, on which its office/warehouse facility is located.  The City had provided financing for 100% of the cost of the land via a 20-year non-amortizing, non-interest bearing mortgage. The mortgage was paid in full in fiscal 2015.

Aggregate debt maturities over the next five years are as follows:

	Capital Leases/
	Financing Obligations
	Aggregate		Imputed		All Other
Year Ending Fiscal March	Amount		Interest		Debt		Total
	(Dollars in thousands)
2016	$	19,075	$	(10,167)			$	8,908
2017		18,601		(9,624)				8,977
2018		18,809		(8,987)	$	122,543		132,365
2019		18,779		(8,275)				10,504
2020		18,810		(7,547)				11,263

NOTE 7 – INCOME TAXES

The components of the provision for income taxes are as follows:

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Current -
Federal	$	28,262	$	25,978	$	22,366
State		2,956		1,579		2,266
		31,218		27,557		24,632
Deferred -
Federal		6,194		4,793		(101)
State		144		(273)		(274)
		6,338		4,520		(375)
Total	$	37,556	$	32,077	$	24,257

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax (liabilities) assets consist of the following:

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Goodwill	$	(24,167)	$	(18,189)
Other		(939)		(734)
Total deferred tax liabilities		(25,106)		(18,923)
Property and equipment		20,592		5,815
Insurance reserves		10,813		9,774
Warranty and other reserves		4,538		4,228
Stock options		3,729		3,897
Accrued compensation		1,913		1,650
Deferred rent		1,861		1,961
Other		5,770		5,168
Total deferred tax assets		49,216		32,493
Net deferred tax assets	$	24,110	$	13,570

We have $4.8 million of state net operating loss carryforwards available as of March 28, 2015.  The carryforwards expire in varying amounts through 2035.  Based on all available evidence, we have determined that it is more likely than not that sufficient taxable income of the appropriate character within the carryforward period will exist for the realization of the tax benefits on existing state net operating loss carryforwards.

We believe it is more likely than not that all other future tax benefits will be realized as a result of current and future income.

A reconciliation between the U. S. federal statutory tax rate and the effective tax rate reflected in the accompanying financial statements is as follows:

	Year Ended Fiscal March
	2015			2014			2013
	Amount		Percent	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Federal income tax based on      statutory tax rate applied      to income before taxes	$	34,774	35.0	$	30,287	35.0	$	23,388	35.0
State income tax, net of      federal income tax benefit		2,170	2.2		2,097	2.4		1,159	1.7
Other		612	0.6		(307)	(0.3)		(290)	(0.4)
	$	37,556	37.8	$	32,077	37.1	$	24,257	36.3

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a rollforward of Monro’s liability for income taxes associated with unrecognized tax benefits:

	Dollars in thousands
Balance at March 31, 2012	$	5,484
Tax positions related to current year:
Additions		1,198
Reductions
Tax positions related to prior years:
Additions
Reductions
Settlements		(266)
Lapses in statutes of limitations		(712)
Balance at March 30, 2013		5,704
Tax positions related to current year:
Additions		1,678
Reductions
Tax positions related to prior years:
Additions
Reductions		(88)
Settlements		(381)
Lapses in statutes of limitations		(1,013)
Balance at March 29, 2014		5,900
Tax positions related to current year:
Additions		2,066
Reductions
Tax positions related to prior years:
Additions		164
Reductions		33
Settlements
Lapses in statutes of limitations		(668)
Balance at March 28, 2015	$	7,495

The total amount of unrecognized tax benefits was $7.5 million at March 28, 2015, the majority of which, if recognized, would affect the effective tax rate.

In the normal course of business, Monro provides for uncertain tax positions and the related interest and penalties, and adjusts its unrecognized tax benefits and accrued interest and penalties accordingly.  During the year ended March 28, 2015, we recognized interest and penalties of approximately $.1 million in income tax expense; and during the years ended March 29, 2014 and March 30, 2013, we recorded a benefit from the reversal of accrued interest and penalties of approximately $.1 million and $.2 million, respectively, in income tax expense.  Additionally, we had approximately $.4 million and $.3 million of interest and penalties associated with uncertain tax benefits accrued as of March 28, 2015 and March 29, 2014, respectively.

We file U.S. federal income tax returns and income tax returns in various state jurisdictions.  Monro’s fiscal 2012 through 2015 U.S. federal tax years and various state tax years remain subject to income tax examinations by tax authorities.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 8 – STOCK OWNERSHIP

A summary of the changes in the number of shares of Common Stock, Class C preferred stock and treasury stock is as follows:

		Class C
	Common	Convertible
	Stock	Preferred	Treasury
	Shares	Stock Shares	Stock
	Issued	Issued	Shares
Balance at March 31, 2012	36,855,258	32,500	5,967,991
Stock options exercised	472,709		105,845
Balance at March 30, 2013	37,327,967	32,500	6,073,836
Stock options exercised	239,935		3,115
Balance at March 29, 2014	37,567,902	32,500	6,076,951
Stock options exercised	439,635		103,538
Balance at March 28, 2015	38,007,537	32,500	6,180,489

In March 2012, Monro’s Board of Directors approved a resolution to amend Monro’s Restated Certificate of Incorporation, subject to shareholder approval, to increase the number of authorized shares of Common Stock from 45,000,000 to 65,000,000.  Monro’s shareholders approved the increase at our Annual Shareholders’ meeting on August 7, 2012.

Holders of at least 60% of the Class C preferred stock must approve any action authorized by the holders of Common Stock.  In addition, there are certain restrictions on the transferability of shares of Class C preferred stock.  In the event of a liquidation, dissolution or winding-up of Monro, the holders of the Class C preferred stock would be entitled to receive $1.50 per share out of the assets of Monro before any amount would be paid to holders of Common Stock.  The conversion value of the Class C convertible preferred stock was $.064 per share at March 28, 2015 and March 29, 2014.

NOTE 9 – SHARE BASED COMPENSATION

Monro currently grants stock option awards under the 2007 Incentive Stock Option Plan (the “2007 Plan”).  The 2007 Plan was authorized by the Board of Directors in June 2007, initially reserving 873,000 shares (as retroactively adjusted for stock splits) of Common Stock for issuance to eligible employees and all non-employee directors.  The 2007 Plan was approved by shareholders in August 2007.  Prior to fiscal 2008, Monro had options outstanding under three other stock option plans: the 1994 Non-Employee Directors Stock Option Plan (the “1994 Plan”) (which was approved by shareholders in August 1995); the 1998 Incentive Stock Option Plan (the “1998 Plan”) (which was approved by shareholders in August 1999); and the 2003 Non-Employee Directors Stock Option Plan (the “2003 Plan”) (which was approved by shareholders in August 2003), collectively the “Prior Plans”.  Upon shareholder approval of the 2007 Plan, all shares of Common Stock available for award under the 1998 and 2003 Plans were transferred to, and made available for award under the 2007 Plan.  The 1994 Plan had no options available for grant upon adoption of the 2007 Plan.  No further option grants may be made under the Prior Plans, although outstanding awards under the Prior Plans will remain outstanding in accordance with the terms of those plans and the stock option agreements entered into under those plans.

The 1994 Plan had a total of 675,345 common shares authorized for issuance; the 1998 Plan had a total of 4,016,250 shares authorized for issuance; and the 2003 Plan had a total of 315,000 shares authorized for issuance (all as retroactively adjusted for stock splits).  Upon authorization of the 2007 Plan by shareholders, 628,620 shares (as retroactively adjusted for stock splits) were transferred from the 1998 and 2003 Plans into the 2007 Plan, bringing the total authorized shares to 1,501,620 (as retroactively adjusted for stock splits).  In addition, in May 2013 and 2010, the Compensation Committee of the Board of Directors authorized an additional 2,000,000 and 1,500,000 shares (as retroactively adjusted for stock splits), respectively, of common stock for grant under the 2007 Plan, which were approved by shareholders in August 2013 and August 2010, respectively.  At March 28, 2015, there was a total of 5,001,620 shares authorized for grant under the 2007 Plan (as retroactively adjusted for stock splits), including the shares transferred from the 1998 and 2003 Plans.

Generally, employee options vest over afour year period, and have a duration of six to ten years.  Outstanding options are exercisable for various periods through March 2021.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of changes in outstanding stock options is as follows:

	Weighted
	Average
	Exercise		Options
	Price		Outstanding
At March 31, 2012	$	22.75	1,851,588
Granted	$	35.19	511,600
Exercised	$	12.54	(472,709)
Canceled	$	29.99	(26,365)
At March 30, 2013	$	28.66	1,864,114
Granted	$	45.38	181,400
Exercised	$	18.73	(239,935)
Canceled	$	35.48	(32,178)
At March 29, 2014	$	31.58	1,773,401
Granted	$	52.73	211,225
Exercised	$	31.98	(439,635)
Canceled	$	43.04	(26,661)
At March 28, 2015	$	34.21	1,518,330

The total shares exercisable at March 28, 2015, March 29, 2014 and March 30, 2013 was 1,098,601,  1,160,572 and 984,917, respectively.  The weighted average exercise price of all shares exercisable at March 28, 2015 was $31.09.  There were 1,963,763 shares available for grant at March 28, 2015.

The weighted average contractual term of all options outstanding at March 28, 2015 and March 29, 2014 was 2.7 years and 3.1 years, respectively.  The aggregate intrinsic value of all options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) outstanding at March 28, 2015 and March 29, 2014 was $46.7 million and $44.2 million, respectively.

The weighted average contractual term of all options exercisable at March 28, 2015 and March 29, 2014 was 2.2 years and 2.8 years, respectively.  The aggregate intrinsic value of all options exercisable at March 28, 2015 and March 29, 2014 was $37.2 million and $31.5 million, respectively.

A summary of the status of and changes in nonvested stock options granted is as follows:

		Weighted
		Average
		Grant-Date
		Fair Value
	Options	(per Option)
Non-vested at March 31, 2012	722,075	$	8.16
Granted	511,600	$	8.67
Vested	(332,566)	$	7.98
Canceled	(21,912)	$	8.26
Non-vested at March 30, 2013	879,197	$	8.52
Granted	181,400	$	10.11
Vested	(417,743)	$	8.66
Canceled	(30,025)	$	8.90
Non-vested at March 29, 2014	612,829	$	8.88
Granted	211,225	$	11.27
Vested	(382,197)	$	9.22
Canceled	(22,128)	$	10.37
Non-vested at March 28, 2015	419,729	$	9.70

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information about fixed stock options outstanding at March 28, 2015:

	Options Outstanding				Options Exercisable
		Weighted	Weighted			Weighted
		Average	Average		Shares	Average
Range of	Shares	Remaining	Exercise		Under	Exercise
Exercise Prices	Under Option	Life	Price		Option	Price
$11.57 - $26.64	369,869	2.03	$	19.00	369,869	$	19.00
$26.65 - $33.64	500,486	2.56	$	33.34	331,862	$	33.35
$33.65 - $44.46	367,354	2.11	$	37.88	309,333	$	37.63
$44.47 - $67.09	280,621	4.63	$	50.98	87,537	$	50.45

During the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, the fair value of awards vested under Monro’s stock plans was $3.5 million, $3.6 million and $2.7 million, respectively.

The aggregate intrinsic value is based on Monro’s closing stock price of $64.96,  $56.51 and $39.71 as of the last trading day of the periods ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.  The aggregate intrinsic value of options exercised during the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013 was $10.3 million, $7.4 million and $10.6 million, respectively.  As of March 28, 2015, there was $3.1 million of unrecognized compensation expense related to non-vested fixed stock options that is expected to be recognized over a weighted average period of approximately two years.

Cash received from option exercises under all stock option plans was $8.7 million, $4.3 million and $3.0 million for the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.  The actual tax benefit realized for the tax deductions from option exercises was $2.2 million, $1.9 million and $2.8 million for the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.

Monro issues new shares of Common Stock upon the exercise of stock options.

NOTE 10 – EARNINGS PER COMMON SHARE

The following is a reconciliation of basic and diluted earnings per common share for the respective years:

	Year Ended Fiscal March
	2015		2014		2013
	(Amounts in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	61,799	$	54,459	$	42,567
Less:   Preferred stock dividends		(395)		(334)		(304)
Income available to common stockholders	$	61,404	$	54,125	$	42,263
Denominator for earnings per common share calculation:
Weighted average common shares, basic		31,605		31,394		31,067
Effect of dilutive securities:
Preferred stock		760		760		760
Stock options		579		488		481
Weighted average common shares, diluted		32,944		32,642		32,308
Basic earnings per common share:	$	1.94	$	1.72	$	1.36
Diluted earnings per common share:	$	1.88	$	1.67	$	1.32

The computation of diluted earnings per common share for fiscal 2015, 2014 and 2013 excludes the effect of assumed exercise of approximately 145,000, 91,000 and 955,000 of stock options, respectively, as the exercise price of these options was greater than the average market value of Monro’s Common Stock for those periods, resulting in an anti-dilutive effect on diluted earnings per share.

NOTE 11 – OPERATING LEASES AND OTHER COMMITMENTS

We lease retail facilities under noncancellable lease agreements which expire at various dates through fiscal 2041.  In addition to stated minimum payments, certain real estate leases have provisions for contingent rentals when retail sales exceed specified levels.  Generally, the leases provide for renewal for various periods at stipulated rates.  Most of the facilities’ leases require payment of

48

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

property taxes, insurance and maintenance costs in addition to rental payments, and several provide an option to purchase the property at the end of the lease term.

In recent years, we have entered into agreements for the sale/leaseback of certain stores.  Realized gains are deferred and are credited to income as rent expense adjustments over the lease terms.  We have lease renewal options under the real estate agreements at projected future fair market values.

Future minimum payments required under noncancellable leases (including closed stores) are as follows:

			Less -
			Sublease
Year Ending Fiscal March	Leases		Income		Net
	(Dollars in thousands)
2016	$	35,169	$	(333)	$	34,836
2017		30,022		(193)		29,829
2018		23,638		(143)		23,495
2019		16,484		(76)		16,408
2020		10,514		(45)		10,469
Thereafter		38,178		(68)		38,110
Total	$	154,005	$	(858)	$	153,147

Rent expense under operating leases, net of sublease income, totaled $35,541,000,  $32,841,000 and $32,204,000 in fiscal 2015, 2014 and 2013, respectively, including contingent rentals of $44,000,  $59,000 and $85,000 in each respective fiscal year.  Sublease income totaled $468,000,  $533,000 and $636,000, respectively, in fiscal 2015, 2014 and 2013. 

We enter into contracts with parts and tire suppliers, certain of which require us to buy (at market prices) up to 100% of our annual purchases of specific products.  The agreements expire at various dates through July 2017.  We believe these agreements provide us with high quality, branded merchandise at preferred pricing, along with strong marketing and training support.

In May 2015, we entered into a new employment agreement with our Executive Chairman, Robert G. Gross.  Such agreement is effective October 1, 2015, has a three-year term and provides an annual base salary of $120,000.

On August 7, 2012, we entered into an employment agreement with Mr. Gross. Such agreement became effective on October 1, 2012, has a  three-year term and provides an annual base salary of $420,000.  Effective October 2014, the salary of Mr. Gross was reduced by $60,000.  Such voluntary salary reduction was implemented at the direction of Mr. Gross, who requested that the Company use the funds made available by such reduction to provide assistance to Monro employees facing financial hardships.  No other changes to Mr. Gross’ compensation were made.  Mr. Gross’ new annual salary of $360,000 was effective beginning October 1, 2014.

In connection with a previous employment agreement with Mr. Gross, in consideration for Mr. Gross’ covenant not-to-compete with Monro or to solicit its employees, Monro began paying him an additional $750,000, payable in five equal installments of $150,000, beginning on October 1, 2012.  These payments will continue through October 1, 2016.

On August 7, 2012, we entered into a new employment agreement with John W. Van Heel in recognition of his promotion to Chief Executive Officer.  Such agreement became effective on October 1, 2012, has a five-year term and provides a base salary of $550,000.

On October 1, 2012, and in consideration of his execution of his employment agreement, Monro’s Compensation Committee awarded to Mr. Van Heel an option to purchase 300,000 shares of Monro’s Common Stock at an exercise price equal to the closing price of Monro’s Common Stock on the date of the award of $33.64 per share, pursuant to our 2007 Stock Incentive Plan.  These options vest equally over four years, beginning October 1, 2013.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In February 2014, we entered into a new employment agreement with Joseph Tomarchio Jr., Executive Vice President.  Suchagreement became effective April 1, 2014, and superseded Monro’s previous employment contract with Mr. Tomarchio, which was set to expire in December 2014.Theagreement extends Mr. Tomarchio’s employment as an Executive Vice President of Monro through June 2017 at a reduced schedule, and provides a base salary of $242,500.

In August 2014, we entered into a new employment agreement with Catherine D’Amico, Executive Vice President and Chief Financial Officer.  The agreement became effective on September 1, 2014 and superseded Monro’s previous employment contract set to expire in December 2014.  The agreement extends Ms. D’Amico’s employment with Monro through August 2018.  During the term of the agreement, Ms. D’Amico will continue in her current role as Monro’s Executive Vice President and Chief Financial Officer until December 31, 2016 (the “Executive Period”).  Following the Executive Period and until August 31, 2018, Ms. D’Amico will provide services on a part-time basis as requested by Monro (the “Transition Period”).

Under the agreement and during the Executive Period, Ms. D’Amico is paid an annual base salary of $350,200 until March 31, 2015, and will be paid an annual base salary of $375,000 from April 1, 2015 to the end of the Executive Period.  During the Transition Period, Monro will pay Ms. D’Amico an hourly rate to be agreed upon between the parties.  

On August 27, 2014, and in consideration of her execution of heragreement, Monro’s Compensation Committee awarded to Ms. D’Amico a five year option to purchase 35,000 shares of Monro’s Common Stock at an exercise price equal to the closing price of Monro’s Common Stock on the date of the award of $52.82 per share, pursuant to our 2007 Stock Incentive Plan.  These options will vest equally over four years, beginning August26, 2015.

In accordance with the policy adopted by Monro’s Compensation Committee in May 2009, no executives’ contracts include any provision for the payment of what is commonly referred to as an “excise tax gross-up” with respect to payments received by an executive upon a Change in Control (as defined in the Agreements).

NOTE 12 – EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS

We sponsor a noncontributory defined benefit pension plan for Monro employees and the former Kimmel Automotive, Inc. employees.  In fiscal 2005, the previously separate Monro and Kimmel pension plans were merged.  The merged plan provides benefits to certain full-time employees who were employed with Monro and with Kimmel prior to April 2, 1998 and May 15, 2001, respectively. 

Effective as of those dates, each company’s Board of Directors approved plan amendments whereby the benefits of each of the defined benefit plans would be frozen and the plans would be closed to new participants.  Prior to these amendments, coverage under the plans began after employees completed one year of service and attained age 21.  Benefits under both plans, and now the merged plan, are based primarily on years of service and employees’ pay near retirement.  The funding policy for Monro’s merged plan is consistent with the funding requirements of Federal law and regulations.  The measurement date used to determine the pension plan measurements disclosed herein is March 31 for both 2015 and 2014.

The (underfunded)/overfunded status of Monro’s defined benefit plan is recognized as an other long-term liability/other non-current asset in the Consolidated Balance Sheets as of March 28, 2015 and March 29, 2014, respectively.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The funded status of the plan is set forth below:

	Fiscal March
	2015		2014
	(Dollars in thousands)
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	19,369	$	18,224
Actual return on plan assets		1,466		1,726
Employee contribution		0		0
Benefits paid		(594)		(581)
Fair value of plan assets at end of year		20,241		19,369
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year		19,048		19,285
Interest cost		832		776
Actuarial loss (gain)		2,874		(432)
Benefits paid		(594)		(581)
Benefit obligation at end of year		22,160		19,048
(Unfunded) funded status of plan	$	(1,919)	$	321

The projected and accumulated benefit obligations were equivalent at March 28, 2015 and March 29, 2014.

The mortality assumption is the basis for determining the longevity of Monro’s pension plan participants and the expected period over which those participants will receive pension benefits.   A recent study released by the Society of Actuaries in the U.S. indicated that life expectancies have increased over the past several years and are longer than what was assumed by most existing mortality tables.  Monro’s projected benefit obligation as of March 28, 2015 reflects a change in the underlying mortality assumption, which reflects improvements in life expectancy consistent with the Society of Actuaries’ study and Monro’s plan specific experience.  Monro’s projected benefit obligation also reflects an increase in the expected rate of future longevity improvement taking into consideration data from multiple sources including the Society of Actuaries’ study and plan specific data.

Amounts recognized in accumulated other comprehensive loss consist of:

	Year Ended
	Fiscal March
	2015		2014
	(Dollars in thousands)
Unamortized transition obligation	$	0	$	0
Unamortized prior service cost		0		0
Unamortized net loss		7,393		5,056
Total	$	7,393	$	5,056

Changes in plan assets and benefit obligations recognized in other comprehensive income consist of:

	Year Ended
	Fiscal March
	2015		2014
	(Dollars in thousands)
Net transition obligation	$	0	$	0
Prior service cost		0		0
Net actuarial (loss) income		(2,337)		1,464
Total	$	(2,337)	$	1,464

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pension (income)expense included the following components:

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Interest cost on projected benefit obligation	$	832	$	776	$	793
Expected return on plan assets		(1,388)		(1,193)		(1,192)
Amortization of unrecognized actuarial loss		300		658		517
Net pension (income) expense	$	(256)	$	241	$	118

The weighted-average assumptions used to determine benefit obligations are as follows:

	Year Ended
	Fiscal March
	2015		2014
Discount rate	3.69	%	4.42	%

The weighted-average assumptions used to determine net periodic pension costs are as follows:

	Year Ended Fiscal March
	2015		2014		2013
Discount rate	4.42	%	4.08	%	4.49	%
Expected long-term return on assets	7.00	%	7.00	%	7.00	%

The expected long-term rate of return on plan assets is established based upon assumptions related to historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

The investment strategy of the plan is to conservatively manage the assets in order to meet the plan’s long-term obligations while maintaining sufficient liquidity to pay current benefits.  This is achieved by holding equity investments while investing a portion of

52

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

assets in long duration bonds to match the long-term nature of the liabilities.  Monro’s general target allocation for the plan is 40% fixed income and 60% equity securities.

Monro’s asset allocations, by asset category, are as follows at the end of each year:

	March 28,		March 29,
	2015		2014
Cash and cash equivalents	2.8	%	2.9	%
Fixed income	36.3	%	29.8	%
Equity securities	60.9	%	67.3	%
Total	100.0	%	100.0	%

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  The following table provides fair value measurement information for Monro’s major categories of defined benefit plan assets at March 28, 2015 and March 29, 2014, respectively:

	Fair Value Measurements at March 28, 2015 Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
		Total	(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Equity securities:
U.S. companies	$	8,114	$	7,729	$	385
International companies		4,212		4,212
Fixed income:
U.S. corporate bonds		7,354				7,354
Cash equivalents		561				561
Total	$	20,241	$	11,941	$	8,300

	Fair Value Measurements at March 29, 2014 Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Equity securities:
U.S. companies	$	8,804	$	7,966	$	838
International companies		4,241		4,241
Fixed income:
U.S. corporate bonds		5,462				5,462
International bonds		302				302
Cash equivalents		560				560
Total	$	19,369	$	12,207	$	7,162

There are no required or expected contributions in fiscal 2016 to the plan.

53

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following pension benefit payments are expected to be paid:

	Year Ended
	Fiscal March
	(Dollars in thousands)
2016	$	780
2017		808
2018		835
2019		880
2020		929
2021 - 2025		5,448

We have a 401(k)/Profit Sharing Plan that covers full-time employees who meet the age and service requirements of the plan.  The 401(k) salary deferral option was added to the plan during fiscal 2000.  The first employee deferral occurred in March 2000.  We make matching contributions consistent with the provisions of the plan.  Charges to expense for our matching contributions for fiscal 2015, 2014 and 2013 amounted to approximately $655,000,  $612,000 and $615,000, respectively.  We may also make annual profit sharing contributions to the plan at the discretion of Monro’s Compensation Committee.

We have a deferred compensation plan (the “Deferred Compensation Plan”) to provide an opportunity for additional tax-deferred savings to a select group of management or highly compensated employees.  The Deferred Compensation Plan permits participants to defer all or any portion of the compensation that would otherwise be payable to them for the calendar year.  In addition, Monro will credit to the participants’ accounts such amounts as would have been contributed to Monro’s 401(k)/Profit Sharing Plan but for the limitations that are imposed under the Internal Revenue Code based upon the participants’ status as highly compensated employees.  We may also make such additional discretionary allocations as are determined by the Compensation Committee.  The Deferred Compensation Plan is an unfunded arrangement and the participants or their beneficiaries have an unsecured claim against the general assets of Monro to the extent of their Deferred Compensation Plan benefits.  We maintain accounts to reflect the amounts owed to each participant.  At least annually, the accounts are credited with earnings or losses calculated on the basis of an interest rate or other formula as determined by Monro’s Compensation Committee.  The total liability recorded in our financial statements at March 28, 2015 and March 29, 2014 related to the Deferred Compensation Plan was $1,678,000 and $1,433,000, respectively.

Monro's management bonus plan provides for the payment of annual cash bonus awards to participating employees, as selected by our Board of Directors, based primarily on Monro's attaining pre-tax income targets established by our Board of Directors.  During the years ended March 28, 2015 and March 29, 2014, we recorded charges to expense of $1,092,000 and $1,066,000, respectively.  During the year ended March 30, 2013, we recorded a benefit of $66,000 related to the management bonus plan due to an over estimate of expense in fiscal 2012, as well as our failure to meet pre-tax earnings targets.

NOTE 13 – RELATED PARTY TRANSACTIONS

We are currently a party to leases for certain facilities where the lessor is an officer of Monro, or family members of such officer.  Six leases were assumed in March 2004 in connection with the Mr. Tire Acquisition.  The payments under such operating and capital leases amounted to $717,000,  $702,000 and $685,000 for the years ended March 2015,  2014 and 2013, respectively. These payments are comparable to rents paid to unrelated parties.  No amounts were payable at March 28, 2015 or March 29, 2014.  In March 2015, Monro purchased the property and building of one of these leased locations from an officer of Monro and a family member of such officer for approximately $1.0 million.  No related party leases exist, other than the fiveremaining leases that were assumed as part of the Mr. Tire Acquisition in March 2004, and no new leases are contemplated.

We have a management agreement with an investment banking firm associated with a principal shareholder/director of Monro to provide financial advice.  The agreement provides for an annual fee of $300,000, plus reimbursement of out-of-pocket expenses.  During each of the fiscal years 2015,  2014 and 2013,we incurred fees of $300,000, under this agreement.  No amounts were payable at March 28, 2015 or March 29, 2014.  In addition, this investment banking firm, from time to time, provides additional investment banking services to us for customary fees.  Approximately half of all payments made to the investment banking firm under the management agreement are paid to another principal shareholder/director of Monro.

54

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 14 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The following transactions represent non-cash investing and financing activities during the periods indicated:

Year ended March 28, 2015

In connection with the fiscal 2015 acquisitions (see Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	62,184,000
Goodwill		79,316,000
Gain on bargain purchase		(386,000)
Cash paid, net of cash acquired		(84,403,000)
Amounts payable to seller		(3,507,000)
Liabilities assumed	$	53,204,000

In connection with the accounting for capital leases and financing obligations, we increased both property, plant and equipment and capital leases and financing obligations by $11,599,000.

Year ended March 29, 2014

In connection with the fiscal 2014 acquisitions (see Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	14,330,000
Goodwill		17,673,000
Gain on bargain purchase		(217,000)
Cash paid, net of cash acquired		(27,482,000)
Liabilities assumed	$	4,304,000

Year ended March 30, 2013

In connection with the fiscal 2013 acquisitions, liabilities were assumed as follows:

Fair value of assets acquired	$	101,926,000
Goodwill		117,602,000
Cash paid, net of cash acquired		(163,275,000)
Liabilities assumed	$	56,253,000

In connection with the exercise of stock options and the satisfaction of tax withholding obligations by Monro’s Chief Executive Officer (see Note 1), an Executive Vice President and two members of Monro’s Board of Directors, we increased current liabilities, Common Stock, paid-in capital and treasury stock by $601,000,  $2,000,  $2,968,000 and $3,571,000, respectively. 

In connection with the accounting for financing obligations, we increased deferred income tax asset, property, plant and equipment, goodwill, capital leases and financing obligations, other long-term liabilities by $1,164,000,  $200,000,  $1,899,000,  $629,000 and $2,567,000, respectively and decreased intangible assets by $67,000.

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Cash paid during the year:
Interest, net	$	11,119	$	9,099	$	6,914
Income taxes, net	$	26,141	$	25,849	$	22,850

NOTE 15– LITIGATION

We are currently a party to various claims and legal proceedings incidental to the conduct of our business.  If management believes that a loss arising from any of these matters is probable and can reasonably be estimated, we will record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As

55

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.  Litigation is subject to inherent uncertainties, and unfavorable rulings could occur and may include monetary damages.  If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which any such ruling occurs, or in future periods.  However, based on currently available information, management believes that the ultimate outcome of any of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position, overall trends in results of operations or cash flow.

NOTE 16 – SUBSEQUENT EVENTS

In May 2015, Monro’s Board of Directors declared a regular quarterly cash dividend of $.15 per common share or common share equivalent to be paid to shareholders of record as of June 1, 2015.  The dividend will be paid on June 11, 2015.

See Note 2 for a discussion of an acquisition subsequent to March 28, 2015.

See Note 11 for a discussion of the employment agreement with our Executive Chairman, Robert G. Gross entered into on May  21, 2015.

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MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table sets forth consolidated statement of income data by quarter for the years ended March 2015 and 2014.  Individual line items summed by quarters may not agree to the annual amounts reported due to rounding.

	Fiscal Quarter Ended
	June		Sept.		Dec.		March
	2014		2014		2014		2015
	(Amounts in thousands, except per share data)
Sales	$	217,507	$	221,299	$	236,553	$	219,133
Cost of sales		127,485		131,827		146,357		135,473
Gross profit		90,022		89,472		90,196		83,660
Operating, selling, general and administrative expenses		60,612		60,545		62,237		60,167
Operating income		29,410		28,927		27,959		23,493
Interest expense, net		2,137		2,772		2,929		3,505
Other income, net		(80)		(227)		(506)		(97)
Income before provision for income taxes		27,353		26,382		25,536		20,085
Provision for income taxes		10,421		10,052		9,550		7,534
Net income	$	16,932	$	16,330	$	15,986	$	12,551
Basic earnings per share	$	0.53	$	0.51	$	0.50	$	0.39
Diluted earnings per share (a)	$	0.52	$	0.50	$	0.49	$	0.38
Weighted average number of common      shares used in computing earnings per share
Basic		31,516		31,561		31,596		31,746
Diluted		32,777		32,778		32,837		33,010

	Fiscal Quarter Ended
	June		Sept.		Dec.		March
	2013		2013		2013		2014
	(Amounts in thousands, except per share data)
Sales	$	206,172	$	205,321	$	216,695	$	203,244
Cost of sales		127,294		123,573		134,371		126,220
Gross profit		78,878		81,748		82,324		77,024
Operating, selling, general and administrative expenses		55,770		57,837		55,398		55,622
Operating income		23,108		23,911		26,926		21,402
Interest expense, net		1,809		2,048		3,216		2,397
Other income, net		(52)		(179)		(352)		(76)
Income before provision for income taxes		21,351		22,042		24,062		19,081
Provision for income taxes		7,779		8,392		8,733		7,173
Net income	$	13,572	$	13,650	$	15,329	$	11,908
Basic earnings per share	$	0.43	$	0.43	$	0.49	$	0.38
Diluted earnings per share (a)	$	0.42	$	0.42	$	0.47	$	0.36
Weighted average number of common      shares used in computing earnings per share
Basic		31,302		31,390		31,417		31,469
Diluted		32,486		32,553		32,633		32,768

_________________

(a) Earnings per share for each period was computed by dividing net income by the weighted average number of shares of Common Stock and Common Stock Equivalents outstanding during the respective quarters.

57

Significant fourth quarter adjustments

There were no material, extraordinary, unusual or infrequently occurring items recognized in the fourth quarter of fiscal 2015 or 2014.  

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (SEC) rules and forms, and that such information is accumulated and communicated to Monro’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In conjunction with the close of each fiscal quarter and under the supervision of our Chief Executive Officer and Chief Financial Officer, we conduct an evaluation of the effectiveness of our disclosure controls and procedures.  It is the conclusion of Monro’s Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of March 28, 2015, that our disclosure controls and procedures were effective in ensuring that any material information relating to Monro was recorded, processed, summarized and reported to its principal officers to allow timely decisions regarding required disclosures.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Monro’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Monro’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Monro; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Monro are being made only in accordance with authorizations of management and directors of Monro; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Monro's assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that Monro's internal control over financial reporting was effective as of March 28, 2015, the end of our fiscal year.  Management has reviewed the results of its assessment with the Audit Committee of the Board of Directors.  The effectiveness of Monro's internal control over financial reporting as of March 28, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Inherent Limitations on Effectiveness of Controls

Monro’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Monro have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls’ effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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Changes in Internal Controls over Financial Reporting

There were no changes in Monro’s internal control over financial reporting during the quarter ended March 28, 2015 that materially affected, or are reasonably likely to materially affect, Monro’s internal control over financial reporting.

Item 9B. Other Information

On January 19, 2015, Monro entered into a Purchase and Sale Contract (the “Contract”) with 5910 Liberty Road, LLC (as successor-in-interest to F&J Properties, Inc.) for Monro’s purchase of the store located on Liberty Road in Baltimore, Maryland.  Under the Contract, Monro purchased the land and building for $863,973.  Also on January 19, 2015, Monro entered into a Purchase and Sale Contract (the “Parking Lot Contract”) with DiBartolo Development II, LLC for Monro’s purchase of the parking lot adjacent to the store on Liberty Road.  The purchase price under the Parking Lot Contract was $136,027.  Both closings occurred on March 6, 2015.  Joseph Tomarchio, Jr., an Executive Vice President with Monro, is a member of both 5910 Liberty Road, LLC and DiBartolo Development II, LLC.  This description is qualified in its entirety by the Contract and the Parking Lot Contract, which are attached hereto as Exhibits 10.79d and 10.79e, respectively.

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PART III

Item 10. Directors and Executive Officers of the Company and Corporate Governance

Information concerning the directors and executive officers of Monro is incorporated herein by reference to the section captioned “Election of Directors” and “Executive Officers”, respectively, in the Proxy Statement.

Information concerning required Section 16(a) disclosure is incorporated herein by reference to the section captioned  “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

Information concerning Monro’s corporate governance policies and procedures is incorporated herein by reference to the section captioned “Corporate Governance” in the Proxy Statement.

Monro’s directors and executive officers are subject to the provisions of Monro’s Code of Ethics for Management Employees, Officers and Directors (the “Code”), which is available in the Investor Information section of Monro’s web site, www.monro.com.  Changes to the Code and any waivers are also posted on Monro’s web site in the Investor Information section.

Item 11. Executive Compensation

Information concerning executive compensation is incorporated herein by reference to the sections captioned “Compensation Discussion and Analysis” and “ExecutiveCompensation” in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning Monro’s shares authorized for issuance under its equity compensation plans at March 28, 2015 and security ownership of certain beneficial owners and management is incorporated herein by reference to the sections captioned “Security Ownership of Principal Shareholders, Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions and Director Independence

Information concerning certain relationships and related transactions is incorporated herein by reference to the sections captioned “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships and Related Transactions” in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

Information concerning Monro’s principal accounting fees and services is incorporated herein by reference to the section captioned “Approval of Independent Registered Public Accounting Firm” in the Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statements

Reference is made to Item 8 of Part II hereof.

Financial Statement Schedules

Schedules have been omitted because they are inapplicable, not required, the information isincluded elsewhere in the Financial Statements or the notes thereto or is immaterial.  Specific to warranty reserves and related activity, as stated in the Financial Statements, these amounts are immaterial.

Exhibits

Reference is made to the Index to Exhibits accompanying this Form 10-K as filed with the Securities and Exchange Commission.  The agreements accompanying this Form 10-K or incorporated herein by reference may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and such agreements should not be relied upon by buyers, sellers or holders of Monro’s securities.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MONRO MUFFLER BRAKE, INC.
	(Registrant)
By:	/s/ John W. Van Heel
	John W. Van Heel
	Chief Executive Officer and President

Date: May 27, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ John W. Van Heel	Chief Executive Officer, President	May 27, 2015
John W. Van Heel	and Director (Principal Executive Officer)
/s/ Robert G. Gross*	Executive Chairman, Director	May 27, 2015
Robert G. Gross
/s/ Catherine D’Amico	Executive Vice President-Finance,	May 27, 2015
Catherine D'Amico	Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)
/s/ Frederick M. Danziger*	Director	May 27, 2015
Frederick M. Danziger
/s/ Donald Glickman*	Director	May 27, 2015
Donald Glickman
/s/ Stephen C. McCluski*	Director	May 27, 2015
Stephen C. McCluski
/s/ Robert E. Mellor*	Director	May 27, 2015
Robert E. Mellor
/s/ Peter J. Solomon*	Director	May 27, 2015
Peter J. Solomon
/s/ James R. Wilen*	Director	May 27, 2015
James R. Wilen
/s/ Elizabeth A. Wolszon*	Director	May 27, 2015
Elizabeth A. Wolszon
	*  By: /s/ John W. Van Heel
	John W. Van Heel, as Attorney-in-Fact

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INDEX TO EXHIBITS

The following is a list of all exhibits filed herewith or incorporated by reference herein:

Exhibit No.	Document
3.01*	Restated Certificate of Incorporation of the Company, dated July 23, 1991, with Certificate of Amendment, dated November 1, 1991. (SEC File No:0-19357, 1992 Form 10-K, Exhibit No. 3.01)
3.01a*	Certificate of Change of the Certificate of Incorporation of the Company, dated January 26, 1996.  (August 2004 Form S-3, Exhibit 4.1(b))
3.01b*	Certificate of Amendment to Restated Certificate of Incorporation, dated April 15, 2004.  (August 2004 Form S-3, Exhibit No. 4.1(c))
3.01c*	Certificate of Amendment to Restated Certificate of Incorporation, dated October 10, 2007. (2008 Form 10-K, Exhibit 3.01c)
3.01d*	Certificate of Amendment to Restated Certificate of Incorporation, dated August 1, 2012. (2013 Form 10-K, Exhibit 3.01d)
3.02*	Amended and Restated By-Laws of the Company, dated August 7, 2012.  (December 2012 Form 8-K, Exhibit No. 3.02)
10.01*	2007 Stock Incentive Plan, effective as of June 29, 2007. (May 2008 Form S-8, Exhibit No. 4)**
10.01a*	Amendment No. 1 to the 2007 Stock Incentive Plan, dated August 9, 2007. (May 2008 Form S-8, Exhibit No. 4.1)**
10.01b*	Amendment No. 2 to the 2007 Stock Incentive Plan, dated September 27, 2007. (May 2008 Form S-8, Exhibit No. 4.2)**
10.01c*	Amendment No. 3 to the 2007 Stock Incentive Plan, dated August 10, 2010. (August 2010 Form 8-K, Exhibit No. 10.1)**
10.01d*	Amendment No. 4 to the 2007 Stock Incentive Plan, dated May 16, 2012. (2012 Form 10-K, Exhibit No. 10.01d)**
10.01e*	Amendment No. 5 to the 2007 Stock Incentive Plan, dated June 28, 2013. (2013 Proxy, Exhibit A)**
10.01f*	Amendment No. 6 to the 2007 Stock Incentive Plan, dated June 28, 2013. (2014 Form 10-K, Exhibit No. 10.01f)**
10.02*	1994 Non-Employee Directors’ Stock Option Plan. (March 2001 Form S-8, Exhibit No. 4.1)**
10.02a*	Amendment, dated as of May 12, 1997, to the 1994 Non-Employee Directors’ Stock Option Plan. (March 2001 Form S-8, Exhibit No. 4.2)**
10.02b*	Amendment, dated as of May 18, 1999, to the 1994 Non-Employee Directors’ Stock Option Plan. (March 2001 Form S-8, Exhibit No. 4.3)**
10.02c*	Amendment, dated as of August 2, 1999, to the 1994 Non-Employee Directors’ Stock Option Plan. (2002 Form 10-K, Exhibit No. 10.02c)**
10.02d*	Amendment, dated as of June 12, 2002, to the 1994 Non-Employee Directors’ Stock Option Plan. (2002 Form 10-K, Exhibit No. 10.02d)**
10.03	Monro Muffler Brake, Inc. Deferred Compensation Plan, dated January 1, 2005 and last amended and restated as of January 1, 2015**

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Exhibit No.	Document
10.04*	Monro Muffler Brake, Inc. Retirement Plan, adopted February 1, 1972, and last amended and restated as of April 1, 2013. (2014 Form 10-K, Exhibit No. 10.04) **
10.05	Amended and Restated Profit Sharing Plan, adopted May 1, 1960, and last amended and restated as of December 8, 2014. **
10.06*	Employment Agreement, dated as of August 7, 2012 and effective October 1, 2012, between the Company and Robert G. Gross. (August 2012 Form 8-K, Exhibit No. 99.2)**
10.08*	1998 Employee Stock Option Plan, effective November 18, 1998. (December 1998 Form 10-Q, Exhibit No. 10.3 and March 2001 Form S-8, Exhibit No. 4)**
10.08a*	Amendment, dated May 20, 2003, to the 1998 Employee Stock Option Plan.  (2004 Form 10-K, Exhibit No. 10.08a)**
10.08b*	Amendment, dated June 8, 2005, to the 1998 Employee Stock Option Plan.  (April 2006 Form S-8 for the 1998 Plan, Exhibit No. 4.2)**
10.08c*	Amendment, dated September 26, 2007, to the 1998 Employee Stock Option Plan. (2008 Form 10-K, Exhibit 10.08c)**
10.10*	2003 Non-Employee Directors’ Stock Option Plan, effective August 5, 2003.  (2004 Form 10-K, Exhibit No. 10.10)**
10.10a*	Amendment, dated June 8, 2005, to the 2003 Non-Employee Directors’ Stock Option Plan.  (April 2006 Form S-8 for the 2003 Plan, Exhibit No. 4.1)**
10.11*	Amended and Restated Credit Agreement, dated as of June 13, 2011, by and among the Company, RBS Citizens, N.A., as Administrative Agent, and certain lenders party thereto.  (June 2011 Form 8-K, Exhibit No. 10.11)
10.11a*	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 17, 2012. (December 2012 Form 10-Q, Exhibit No. 10.11a)
10.12*	Security Agreement, dated as of July 13, 2005, by and among the Company, Monro Service Corporation, Monro Leasing, LLC and Charter One Bank, N.A., as Administrative Agent for the lenders party to the Credit Agreement. (June 2005 Form 10-Q, Exhibit No. 10.2)
10.13*	Guaranty, dated as of July 13, 2005, of Monro Service Corporation.  (June 2005 Form 10-Q, Exhibit No. 10.3)
10.14*	Employment Agreement, dated August 27, 2014 and effective September 1, 2014, between the Company and Catherine D’Amico. (August 2014 Form 8-K, Exhibit No. 99.1)
10.15*	Negative Pledge Agreement, dated as of July 13, 2005, by and among the Company, Monro Service Corporation, Monro Leasing, LLC and Charter One Bank, N.A., as Administrative Agent for the lenders party to the Credit Agreement.  (June 2005 Form 10-Q, Exhibit No. 10.5)
10.16*	Reaffirmation of Loan Papers, dated as of June 13, 2011, by Company (reaffirming, among other things, Company’s agreement, obligation and continuing liability under the Security Agreement and Negative Pledge Agreement, all dated as of July 13, 2005). (2012 Form 10-K, Exhibit No. 10.16)
10.17*	Reaffirmation of Loan Papers, dated as of June 13, 2011, by Monro Service Corporation (reaffirming, among other things, Monro Service Corporation’s agreement, obligation and continuing liability under the Security Agreement, Guaranty and Negative Pledge Agreement, all dated as of July 13, 2005). (2012 Form 10-K, Exhibit No. 10.17)

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Exhibit No.	Document
10.60*	Lease Agreement, dated as of February 1, 2012, between Monro Service Corporation and the County of Monroe Industrial Development Agency.  (2012 Form 10-K, Exhibit No. 10.60)
10.61*	Leaseback Agreement, dated February 1, 2012 between the County of Monroe Industrial Development Agency and Monro Service Corporation. (2012 Form 10-K, Exhibit No. 10.61)
10.62*	Mortgage Agreement, dated September 28, 1994, between the Company and the City of Rochester, New York.  (1995 Form 10-K, Exhibit No. 10.60)
10.63*	Lease Agreement, dated October 11, 1994, between the Company and the City of Rochester, New York.  (1995 Form 10-K, Exhibit No. 10.61)
10.66*	Amendment to Lease Agreement, dated September 19, 1995, between the Company and the County of Monroe Industrial Development Agency. (September 1995 Form 10-Q, Exhibit No. 10.00)
10.67*	Employment Agreement, dated as of August 7, 2012 and effective as of October 1, 2012, between the Company and John W. Van Heel. (August 2012 Form 8-K, Exhibit No. 99.1)**
10.68*	Employment Agreement, dated December 30, 2010 and effective as of January 1, 2011, between the Company and Catherine D’Amico.  (January 2011 Form 8-K, Exhibit No. 99.3)**
10.69*	Employment Agreement, dated February 11, 2014 and effective April 1, 2014, between the Company and Joseph Tomarchio, Jr. (February 2014 Form 8-K, Exhibit No. 99.1)**
10.69a*	Amendment to Employment Agreement of Joseph Tomarchio, Jr., dated May 14, 2014 and effective April 1, 2014, between the Company and Joseph Tomarchio, Jr. (May 2014 Form 8-K, Exhibit No. 99.1)**
10.72*†	Supply Agreement, dated as of August 1, 2012, by and between Ashland Consumer Markets (a commercial business unit of Ashland, Inc.) and Monro Service Corporation (December 2012 Form 10-Q, Exhibit No. 10.72)
10.77*	Management Incentive Compensation Plan, effective as of June 1, 2002.  (2002 Form 10-K, Exhibit No. 10.77)**
10.79*	Agreement, dated January 1, 1998, between F&J Properties, Inc. and Mr. Tire, Inc., as predecessor-in-interest to the Company, effective January 1, 1998, with respect to Store No. 750.   (2004 Form 10-K, Exhibit No. 10.79)
10.79a*	Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the Company, with respect to Store No. 750.  (2004 Form 10-K, Exhibit No. 10.79a)
10.79b*	Landlord’s Consent and Estoppel Certificate, dated as of February 27, 2004, by F&J Properties, Inc., with respect to Store No. 750.  (2004 Form 10-K, Exhibit No. 10.79b)
10.79c*	Renewal letter, dated April 16, 2007, from the Company to F&J Properties, Inc. with respect to Store No. 750. (2007 Form 10-K, Exhibit No. 10.79c)
10.79d	Purchase and Sale Contract, dated January 19, 2015, by and between the Company and 5910 Liberty Road, LLC (as successor-in-interest to F&J Properties, Inc.) with respect to the Company’s purchase of Store No. 750.
10.79e	Purchase and Sale Contract, dated January 19, 2015, by and between the Company and DiBartolo Development II, LLC (as successor-in-interest to F&J Properties, Inc.) with respect to the Company’s purchase of Store No. 750.
10.80*	Agreement, dated January 1, 1997, between The Three Marquees and Mr. Tire, Inc., as predecessor-in-interest to the Company, with respect to Store No. 753.  (2004 Form 10-K, Exhibit No. 10.80)
10.80a*	Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the Company, with respect to Store No. 753. (2004 Form 10-K, Exhibit No. 10.80a)
10.80b*	Landlord’s Consent and Estoppel Certificate, dated as of February 27, 2004, by The Three Marquees, with respect to Store No. 753. (2004 Form 10-K, Exhibit No. 10.80b)

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Exhibit No.	Document
10.80c*	Renewal Letter, dated March 6, 2006, from the Company to The Three Marquees, with respect to Store No. 753.  (2006 Form 10-K, Exhibit No. 10.80c)
10.81*	Agreement, dated April 1, 1998, between 425 Manchester Road, LLC and Mr. Tire, Inc., as predecessor-in-interest to the Company, with respect to Store No. 754. (2004 Form 10-K, Exhibit No. 10.81)
10.81a*	Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the Company, with respect to Store No. 754. (2004 Form 10-K, Exhibit No. 10.81a)
10.81b*	Landlord’s Consent and Estoppel Certificate, dated as of February 27, 2004, by 425 Manchester Road, LLC, with respect to Store No. 754. (2004 Form 10-K, Exhibit No. 10.81b)
10.81c*	Renewal Letter, dated June 8, 2007, from the Company to 425 Manchester Road, LLC, with respect to Store No. 754. (2008 Form 10-K, Exhibit No. 10.81c)
10.82*	Agreement, dated January 1, 1997, between The Three Marquees and Mr. Tire, Inc., as predecessor-in-interest to the Company, with respect to Store No. 756. (2004 Form 10-K, Exhibit No. 10.82)
10.82a*	Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the Company, with respect to Store No. 756. (2004 Form 10-K, Exhibit No. 10.82a)
10.82b*	Landlord’s Consent and Estoppel Certificate, dated as of February 27, 2004, by The Three Marquees, with respect to Store No. 756. (2004 Form 10-K, Exhibit No. 10.82b)
10.82c*	Renewal Letter, dated March 6, 2006, from the Company to The Three Marquees, with respect to Store No. 756. (2006 Form 10-K, Exhibit No. 10.82c)
10.83*	Agreement, dated January 1, 1997, between The Three Marquees and Mr. Tire, Inc., as predecessor-in-interest to the Company, with respect to Store No. 758. (2004 Form 10-K, Exhibit No. 10.83)
10.83a*	Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the Company, with respect to Store No. 758. (2004 Form 10-K, Exhibit No. 10.83a)
10.83b*	Landlord’s Consent and Estoppel Certificate, dated as of February 27, 2004, by The Three Marquees, with respect to Store No. 758. (2004 Form 10-K, Exhibit No. 10.83b)
10.83c*	Renewal Letter, dated March 6, 2006, from the Company to The Three Marquees, with respect to Store No. 758. (2006 Form 10-K, Exhibit No. 10.83c)
10.84*	Agreement, dated September 2, 1999, between LPR Associates and Mr. Tire, Inc., as predecessor-in-interest to the Company, with respect to Store No. 765. (2004 Form 10-K, Exhibit No. 10.84)
10.84a*	Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the Company, with respect to Store No. 765. (2004 Form 10-K, Exhibit No. 10.84a)
10.84b*	Landlord’s Consent and Estoppel Certificate, dated as of February 27, 2004, by LPR Associates, with respect to Store No. 765. (2004 Form 10-K, Exhibit No. 10.84b)
10.84c*	Renewal Letter, dated October 29, 2008, from the Company to LPR Associates with respect to Store No. 765. (2009 Form 10-K, Exhibit No. 10.84c)
10.84d*	Renewal Letter, dated December 4, 2013, from the Company to LPR Associates with respect to Store No. 765. (2014 Form 10-K, Exhibit No. 10.84d)
21.01	Subsidiaries of the Company.
23.01	Consent of PricewaterhouseCoopers LLP.

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Exhibit No.	Document
24.01	Powers of Attorney.
31.1	Certification of John W. Van Heel, Chief Executive Officer.
31.2	Certification of Catherine D’Amico, Executive Vice President – Finance and Chief Financial Officer.
32.1	Certification Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
	101.INS‡—XBRL Instance Document
	101.LAB‡—XBRL Taxonomy Extension Label Linkbase
	101.PRE‡—XBRL Taxonomy Extension Presentation Linkbase
	101.SCH‡—XBRL Taxonomy Extension Schema Linkbase
	101.DEF‡—XBRL Taxonomy Extension Definition Linkbase

* An asterisk "*" following an exhibit number indicates that the exhibit is incorporated herein by reference to an exhibit to one of the following documents:  (1) the Company's Registration Statement on Form S-1 (Registration No. 33-41290), filed with the Securities and Exchange Commission on June 19, 1991 ("Form S-1"); (2) Amendment No. 1 thereto, filed July 22, 1991 ("Amendment No. 1"); (3) the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1992 ("1992 Form 10-K"); (4) the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1995 (“1995 Form 10-K”); (5) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995 (“September 1995 Form 10-Q”); (6) the Company’s Registration Statements on Forms S-8, filed with the Securities and Exchange Commission on March 22, 2001 (each a “March 2001 Form S-8”); (7) the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2002 (“2002 Form 10-K”); (8) the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2003 (“2003 Form 10-K”); (9) the Company’s Annual Report on Form 10-K for the fiscal year ended March 27, 2004 (“2004 Form 10-K”); (10) the Company’s Registration Statement on Form S-3 (Registration No. 333-118176), filed with the Securities and Exchange Commission on August 12, 2004 (“August 2004 Form S-3”); (11) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2005 (“June 2005 Form 10-Q”); (12) the Company’s Current Report on Form 8-K, filed March 31, 2006 (“March 2006 Form 8-K/A”); (13) the Company’s Registration Statement on Form S-8 (Registration No. 333-133044) filed with the Securities and Exchange Commission on April 6, 2006.  (“April 2006 Form S-8 for 2003 Plan”); (14) the Company’s Registration Statement on Form S-8 (Registration No. 333-133045) filed with the Securities and Exchange Commission on April 6, 2006.  (“April 2006 Form S-8 for 1998 Plan”); (15) the Company’s Annual Report on Form 10-K for the fiscal year ended March 25, 2006  (“2006 Form 10-K”);  (16) the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 (“2007 Form 10-K”); (17) the Company’s Annual Report on Form 10-K for fiscal year ended March 29, 2008 (“2008 Form 10-K”); (18) the Company’s Registration Statement on Form

67

	S-8 (Registration No. 333-151196) filed with the Securities and Exchange Commission on May 27, 2008 (“May 2008 Form S-8”);  (19)  the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2009 (“2009 Form 10-K”); (20) the Company’s Current Report on Form 8-K, filed on August 12, 2010 (“August 2010 Form 8-K”); (21) the Company’s Current Report on Form 8-K, filed on January 4, 2011 (“January 2011 Form 8-K”);  (22) the Company’s Annual Report on Form 10-K for the fiscal year ended March 26, 2011 (“2011 Form 10-K”); (23) the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (“2012 Form 10-K”); (24) the Company’s Current Report on Form 8-K, filed on June 16, 2011 (“June 2011 Form 8-K”); (25) the Company’s Current Report on Form 8-K, filed August 9, 2012 (“August 2012 Form 8-K”); (26) the Company’s Current Report on Form 8-K, filed on December 20, 2012 (“December 2012 Form 8-K”); (27) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2012 (“December 2012 Form 10-Q”); (28) the Company’s Current Report on Form 8-K, filed February 11, 2014 (“February 2014 Form 8-K”); (29) the Annual Report on Form 10-K for the fiscal year ended March 30, 2013 (“2013 Form 10-K”); (30) the Company’s Definitive Proxy Statement on Form DEF14A, filed June 10, 2013 (“2013 Proxy”); (31) the Company’s Current Report on Form 8-K, filed May 20, 2014 (“May 2014 Form 8-K”); (32) the Annual Report on Form 10-K for the fiscal year ended March 29, 2014 (“2014 Form 10-K”); and (33) the Company’s Current Report on Form 8-K, filed August 29, 2014 (“August 2014 Form 8-K”) .  The appropriate document and exhibit number are indicated in parentheses.
**	Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) hereof.
†	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934.
‡	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement of prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or deemed filed for purpose of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

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EX-10.03

Exhibit 10.03

MONRO MUFFLER BRAKE, INC.

DEFERRED COMPENSATION PLAN

Monro Muffler Brake, Inc. (hereinafter referred to as the “Company”) hereby amends and restates, effective unless otherwise noted as of January 1, 2015, the Monro Muffler Brake, Inc. Deferred Compensation Plan (hereinafter referred to as the “Plan”).  The purpose of the Plan is to provide deferred compensation benefits to a select group of management or highly compensated employees. The Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding, and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan is intended to comply with Internal Revenue Code Section 409A.

ARTICLE 1

ELIGIBILITY AND PARTICIPATION

1.1Eligibility

Any key management employee who satisfies the definition of being within “a select group of management or highly compensated employees” under Title I of ERISA pursuant to such guidelines and other eligibility requirements as may be established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) may become a participant (a “Participant”) in the Plan.  Generally, eligibility will be limited to (1) employees who are highly compensated employees with the meaning of Section 414(q) of the Tax Code, (2) field employees working in the position of Zone Manager or higher, or (3) management-level employees working in the Company’s central offices.  An eligible employee shall receive written notice of his or her eligibility to participate in the Plan, the receipt of which shall constitute the date of initial Plan eligibility.  The Administrator may at any time, in its sole discretion, change the eligibility criteria for an eligible employee or determine that one or more Participants will cease to be an eligible employee.  The designation of an employee as an eligible employee in any year shall not confer upon such employee any right to be designated as an eligible employee in any future calendar year.

1.2Commencement of Participation

Each eligible employee shall become a Participant at the earlier of the date on which his or her deferral election first becomes effective or the date on which an Company Discretionary Contribution is first credited to his or her Account.

1.3Loss of eligible employee Status

A Participant who is no longer an eligible employee shall not be permitted to submit a deferral election and all deferrals for such Participant shall cease as of the end of the calendar year in which such Participant is determined to no longer be an eligible employee. Amounts credited to the Account of a Participant who is no longer an eligible employee shall continue to be held pursuant to the terms of the Plan and shall be distributed as provided in Article 6.

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ARTICLE 2

CONTRIBUTIONS AND VESTING

2.1Deferral Elections – General

(a)Election Procedure.A Participant is required to file with the Company an election form for any deferrals of salary or performance compensation occurring in a calendar year (in accordance with the election timing rules described herein).  A Participant’s deferral election is irrevocable for the applicable calendar year.  If a Participant fails to file an election form with the Company on a timely basis, the Participant will forfeit the associated deferral opportunity for that year.  If a Participant files a timely election that is incomplete or otherwise invalid with respect to the time of payment and/or payment method, the default time of payment shall be the Participant’s Separation from Service and the default form of payment shall be a lump sum, subject to all other applicable provisions of the Plan.

(b)Coordination with Profit Sharing Plan.  A Participant must elect the maximum deferral opportunity permitted under the Monro Muffler Brake, Inc. Profit Sharing Plan (the “Profit Sharing Plan”) as a condition to making a deferral election under this Plan for the same calendar year.  The Administrator may restrict a Participant’s ability to make mid-year changes to his or her deferral election under the Profit Sharing Plan to maintain the coordination with this Plan or to avoid a violation of Code Section 409A.

2.2Time of Election

(a)Regular Compensation.  An eligible employee may defer regular compensation under this Plan only by making a written election with the Company before the beginning of the calendar year in which he/she will perform the services to which the deferred compensation relates. 

(b)Bonus and Performance Compensation.Bonuses and other performance compensation based on a performance period of 12 months or more may be deferred if the bonus deferral election is made at least six months prior to the end of the performance period. 

(c)Newly Eligible Participants.  Notwithstanding the foregoing, for the first year an employee becomes eligible to participate, both regular compensation and bonus deferral elections may be made at any time up to 30 days after the date the employee first becomes eligible but only with respect to compensation or bonus earned after the election is made.  A bonus deferral election made during the performance period shall be subject to any applicable proration requirement under Code Section 409A.  Such written elections shall include: (i) the amount to be deferred; (ii) the payment method for receiving retirement benefits; and (iii) the time of payment.

2.3Cancellation of Deferral Election Due to Disability or Hardship

Notwithstanding anything to the contrary, a  Participant may file an election to stop deferrals under the following circumstances:(i) the Participant incurs a Disability as defined in Section 4.7; (ii) the Participant has an Unforeseeable Emergency as defined in Section 4.5, or (iii) the Participant receives a hardship distribution under the Profit Sharing Plan pursuant to Treasury

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Regulation 1.401(k)-1(d)(3).  The election to stop deferrals shall be effective as of the date received by the Administrator, provided that such cancellation must occur by the later of the end of the calendar year in which the qualifying event occurred or the 15th day of the third month following the date of the qualifying event.

2.4Company Discretionary Contributions

(a)Discretionary Profit Sharing Contributions.  Each year the Company shall contribute for each Participant the amount, if any, that but for such Participant’s status as a “highly compensated employee,” would have been contributed by the Company to the Profit Sharing Planas an employer profit sharing contribution for such Participant. 

(b)Discretionary Matching Contributions.The Company shall also contribute for each Participant the amount that it would have contributed to the Profit Sharing Plan for such Participant as a matching contribution if the Participant had not been restricted in the amount of contributions he could make to the Profit Sharing Plan due to nondiscrimination testing limits or other contribution limits that apply to highly compensated employees under the Profit Sharing Plan (provided that any matching contributions to this Plan shall not take into account compensation that exceeds the annual compensation limit of Code Section 401(a)(17)), as well as any additional discretionary amounts as the Committee shall determine.  As a condition to receiving any Company matching contributions into this Plan for a calendar year, the Participant agrees that (i) he or she shall contribute the maximum amount eligible for matching contributions under the Profit Sharing Plan, and (ii) his or her deferral election under the Profit Sharing Plan shall be irrevocable for the calendar year.

2.5Vesting of Company Contributions

The portion of the Participant’s Account attributable to his own contributions and the earnings on them are 100 percent vested at all times.  The portion of the Participant’s Account attributable to Company contributions and the earnings on them shall be subject to the vesting schedule for Company matching contributions under the Company’s Profit Sharing Plan, as amended from time to time.  At the time this Section is initially effective, vesting is 25 percent after two years of service, 50 percent after three years of service, 75 percent after four years of service, and full vesting after five years of service and for all subsequent years.  Any amounts credited to a Participant’s Account that are not vested shall be forfeited upon the earlier of (a) the date the Participant Separates from service, or (b) the date the Participant commences payment of benefits.

ARTICLE 3

DEFERRED COMPENSATION

3.1Deferred Compensation Account

The Company shall establish and maintain a deferred compensation account (an “Account”) for each Participant for purposes of measuring the amounts payable under the Plan.  The amount of salary and bonus deferred hereunder shall be credited to this Account as of the date such amounts otherwise would be payable to the Participant.  The Company contributions

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determined pursuant to Article 2 shall be credited to this Account as of the date such amounts otherwise would have been contributed to the Profit Sharing Plan.

3.2Account Earnings and Losses

Each Account shall be credited with earnings or charged with losses until the entire amount credited to the Account has been distributed to the Participant or the Participant’s beneficiary in accordance with a written beneficiary designation which has been delivered to the Company.  Earnings and losses on the amounts credited to an Account shall be calculated on the basis of an interest rate or other formula established by the Board of Directors upon the recommendation of the Committee.

ARTICLE 4

DISTRIBUTION

4.1Distribution Election

Subject to the special timing rules in this Section, a Participant’s benefit shall be distributed at such time and in such form as the Participant has elected in his or her deferral election.  A Participant may elect as the time of payment either a specified date or the earlier of a specified date or Separation from Service.  For purposes of this Plan, a “Separation from Service” means a “separation from service” within the meaning of Code Section 409A.  A Separation from Service shall not be deemed to occur if the Participant’s employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the Company under an applicable statute or by contract.

4.2Optional Forms of Distribution

The form of payment shall be in a single cash sum or in substantially equal annual installments over a period not to exceed 10 years as elected by the Participant in the deferral election.  In any event, the amount payable to a Participant shall not exceed the portion of his or her Account that is vested on the date of the triggering event.

4.3Substantially Equal Annual Installments

The amount of the substantially equal payments shall be determined by multiplying the Participant’s Account by a fraction, the denominator of which in the first year of payment equals the number of years over which benefits are to be paid, and the numerator of which is one (1). The amounts of the payments for each succeeding year shall be determined by multiplying the Participant’s Account as of the applicable anniversary of the payout by a fraction, the denominator of which equals the number of remaining years over which benefits are to be paid, and the numerator of which is one (1). Installment payments made pursuant to this Section shall be made as soon as administratively feasible but no later than sixty (60) days following the anniversary of the distribution event, subject to Section 4.9 (Distributions to Certain Key Employees).

4.4Commencing Distributions after Age 65

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Notwithstanding the Participant’s election, if his or her elected time of payment occurs after his or her 65th birthday and Separation from Service occurs prior to the elected payment date, the benefit commencement date shall be the earlier of the elected date or the fifth anniversary of the date of Separation.  If a benefit is payable in full, or, in the case of installments, to commence, as of a specified date, payments shall be made or commence no later than December 31 of the specified year.  If a benefit is payable on account of Separation from Service, it shall be paid or commence as soon as administratively practicable but no later than the later of (i) December 31 of the year in which the Separation occurs, or (ii) 90 days following the Separation.  In no event will payments be made or commence earlier than two years following the deferral. 

4.5Accelerated Distributions for an Unforeseeable Emergency

In the case of an Unforeseeable Emergency, the Administrator shall distribute all or a portion of the vested portion of an Account before the payment date specified in the Participant’s deferral election, but the amount of the distribution shall not exceed the amount needed to relieve the Unforeseeable Emergency.  For this purpose, the Employee Benefits Committee shall determine the existence of an UnforeseeableEmergency under such rules as it may establish provided that in no event shall a distribution be made that fails to satisfy the definition of an Unforeseeable Emergency as set forth in Code Section 409A.  For purposes of the Plan, the term “Unforeseeable Emergency”  shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a)), (ii) loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Employee Benefits Committee.

4.6Distributions upon Death

In the case of the death of any Participant before distribution of the full amount of his or her Account, any remaining amounts shall be distributed to the Participant’s beneficiary in a single cash sum or in installments over a period not to exceed 10 years as designated on the deferral election.  If a Participant has not designated a beneficiary, or if no designated beneficiary is living on the date of distribution, then, notwithstanding any provision herein to the contrary, such amounts shall be distributed to such Participant’s estate in a lump sum distribution as soon as administratively feasible and in any event no later thanthe later of (1) the last day of the calendar year in which the death occurred, or (2) the 15th day of the third month following the date of death, provided that the Participant may not directly or indirectly designate the taxable year of payment.  If the deferral election fails to specify the form of payment to a beneficiary, payment shall be made in a single cash sum.

4.7Distributions Due to Disability

If a Participant becomes Disabled prior to commencement of benefits, his or her vested Account shall commence as soon as administratively practicable and in any event no later than the later of (1) the last day of the calendar year in which the Disability occurred, or (2) the 15th day of the third month following the date of Disability, provided that the Participant may not

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directly or indirectly designate the taxable year of payment.  Payment shall be made in the form of payment designated in the deferral election.  For purposes of the Plan,  a Participant shall be considered to have incurred a Disability if: (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer; or (iii) determined to be totally disabled by the Social Security Administration a “Disability”).

4.8Changes to Distribution Elections

Except for earlier payments expressly authorized by this Plan and Code Section 409A, no benefit may be paid earlier than the date specified in a deferral election.  In addition, no subsequent deferral election shall be permitted to extend the payment of benefits beyond the payment date set forth in the relevant deferral election, except for a subsequent deferral election that satisfies all of the following conditions:

the subsequent election must be made 12 months or more prior to the previously-selected payment date; and

the new payment commencement date must be at least five years later than the previously-selected payment date; and

the subsequent election may not be effective until at least 12 months after the date on which it is made.

Only one such subsequent deferral election may be made after the initial deferral election.  A Participant with a post-65 elected payment date may make a subsequent deferral election in accordance with this Section, provided that the new payment commencement date may not extend beyond the later of (i) five years later than the previously-selected payment date, or (ii) the fifth anniversary of the date of Separation.

4.9Distributions to Certain Key Employees

Notwithstanding any other provision of the Plan to the contrary, to the extent required by Code Section 409A no distribution shall be made to a Specified Employee on account of a Separation of Service earlier than six months after the date of Separation from Service.  Any payments to aSpecified Employee that are postponed pursuant to this Section shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service.  For purposes of this Plan, the term “Specified Employee” means an employee who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the twelvemonth period ending on December 31 of each year (the “identification date”).  If the person is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month period beginning on the first day of the fourth month following the identification date.

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4.10De MinimusAmounts

Notwithstanding any provision to the contrary, if a Participant has Separated from Service, the Company may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code (currently $18,000 in 2015 and indexed for inflation for future years) and results in the termination of the Participant’s entire interest in the Plan as provided under Section 409A of the Code.

ARTICLE 5

AMENDMENT AND TERMINATION OF PLAN

TheCompany reserves the right to amend or terminate the Plan at any time.  However, the time and method of payment of any amounts credited to an Account of any Participant shall remain subject to the provisions of the Plan and the Participant’s deferral election except as otherwise permitted by Code Section 409A and regulations thereunder.  No amendment or termination shall directly or indirectly reduce the balance of any Account as of the effective date of such amendment or termination.  No additional credits or contributions will be made to the Accounts after termination of the Plan, but earnings may continue to be credited to the Accounts and any losses shall be charged to the Accounts until all benefits are distributed to the Participants or to their beneficiaries.

ARTICLE 6

CLAIMS PROCEDURE

6.1Routine Benefit Payments

Routine payment of Plan benefits shall be made in accordance with the Plan and a Participant’s deferral election(s) without the need to for a Participant to file a claim for benefits.  If a Participant believes he or she has a right to a benefit under the Plan that has not been received, the Participant may file a claim for the benefit in accordance with the claims review procedure in this Section.

6.2Claims Reviewer

For purposes of handling claims with respect to this Plan, the “Claims Reviewer” shall be the Employee Benefits Committee, unless another person or organizational unit is designated by the Company as Claims Reviewer.

6.3Claims Review Procedure

An initial claim for benefits under the Plan must be made by the Participant or his or her beneficiary in accordance with the terms of the Plan.  A Participant or beneficiary who desires to make a claim for benefits should contact the Human Resources Department. Not later than 90 days after receipt of such a claim, the Claims Reviewer will render a written decision on the claim to the claimant, unless special circumstances require the extension of such 90-day period.  If such extension is necessary, the Claims Reviewer shall provide the claimant with written notification of such extension before the expiration of the initial 90-day period.  Such notice shall specify the

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reason or reasons for such extension and the date by which a final decision can be expected. In no event shall such extension exceed a period of 90 days from the end of the initial 90-day period.  In the event the Claims Reviewer denies the claim of a claimant in whole or in part, the Claims Reviewer’s written notification shall specify, in a manner calculated to be understood by the claimant:  the reason for the denial; a reference to the Plan or other document or form that is the basis for the denial; a description of any additional material or information necessary for the claimant to perfect the claim; an explanation as to why such information or material is necessary; and an explanation of the applicable claims procedure. 

6.4Right of Appeal

Should the claim be denied in whole or in part and should the claimant be dissatisfied with the Claims Reviewer’s disposition of the claimant’s claim, the claimant may have a full and fair review of the claim by the Company upon written request submitted by the claimant or the claimant’s duly authorized representative, and received by the Company within 60 days after the claimant receives written notification that the claimant’s claim has been denied. In connection with such review, the claimant or the claimant’s duly authorized representative shall be entitled to review pertinent documents and submit the claimant’s views as to the issues, in writing. 

6.5Review of Appeal

The Company shall act to deny or accept the claim within 60 days after receipt of the claimant’s written request for review, unless special circumstances require the extension of such 60-day period.  If such extension is necessary, the Company shall provide the claimant with written notification of such extension before the expiration of such initial 60-day period.  In all events, the Company shall act to deny or accept the claim within 120 days of the receipt of the claimant’s written request for review.  The action of the Company shall be in the form of a written notice to the claimant and its contents shall include all of the requirements for action on the original claim. 

6.6Exhaustion of Remedies/Limitation on Legal Actions

In no event may a claimant commence legal action for benefits the claimant believes are due the claimant until the claimant has exhausted all of the remedies and procedures afforded the claimant by this Article 6.  No such legal action may be made after the earlier of (1) the applicable statute of limitations or (2) one year after the date of the Company’s final decision.Any dispute, claim or controversy concerning this Plan shall be adjudicated in a court of competent jurisdiction located in Rochester, New York.

ARTICLE 7

MISCELLANEOUS

7.1Unfunded Plan

The Plan constitutes a mere promise by the Company to make benefit payments in the future.  The right of a Participant or beneficiary to receive a distribution hereunder shall be an unsecured, contractual claim, and neither a Participant nor his or her designated beneficiary shall have any rights greater than those of a general, unsecured creditor against any assets of the

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Company.  The Plan at all times shall be considered entirely unfunded both for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. 

7.2No Assignment

Accounts under this Plan and any benefits which may be payable pursuant to this Plan are not subject in any manner to anticipation, sale, alienation, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or beneficiary.  No interest or right to receive a benefit may be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.  The rights of an eligible employee under this Plan shall not be transferable, voluntarily or involuntarily, other than by will or the laws of descent and distribution and are exercisable during the eligible employee’s lifetime only by the eligible employee or the eligible employee’s guardian or legal representative.

7.3Administrator

The Plan shall be administered by the Committee or its designee, which shall have the exclusive authority, duty and power to interpret and construe the provisions of the Plan as they deem appropriate including the authority to determine eligibility for benefits under the Plan.  As set forth in the Plan, the Committee has delegated certain administrative responsibilities to the Company’s Employee Benefits Committee (the “Employee Benefits Committee”) and to the Company’s Chief Financial Officer and Vice President of Human Resources, acting in consultation with each other (such personnel are referred to as the “Administrator”).  The Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing the payments hereunder.  The interpretations, determinations, regulations and calculations of the Committee, Employee Benefits Committee and the Administrator (or other designee), as applicable, shall be final and binding on all parties.

7.4Expenses

Expenses of administration shall be paid by the Company.  The Administrator shall be entitled to rely on all tables, valuations, certificates, opinions, data and reports furnished by any actuary, accountant, controller, counsel or other person employed or retained by the Company with respect to the Plan.

7.5Account Statements

The Administrator shall furnish individual annual statements of benefits to each Participant, or current beneficiary, in such form as determined by the Administrator or as required by law.

7.6No Funding Guarantee; No Employment Rights

The sole rights of a Participant or beneficiary under this Plan shall be to have this Plan administered according to its provisions and to receive whatever benefits he or she may be entitled to hereunder, and nothing in the Plan shall be interpreted as a guaranty that any assets of the Company will be sufficient to pay any benefit hereunder.  Further, the adoption and maintenance

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of this Plan shall not be construed as creating any contract of employment between the Company and any Participant.  The Plan shall not affect the right of the Company to deal with any Participants in employment respects, including their hiring, discharge, compensation, and conditions of employment.

7.7Incompetency

The Employee Benefits Committee may from time to time establish rules and procedures which it determines to be necessary for the proper administration of the Plan and the benefits payable to an individual in the event that the individual is declared incompetent and a conservator or other person legally charged with that individual’s care is appointed.  Except as otherwise provided herein, when the Company determines that such individual is unable to manage his or her financial affairs, the Company may pay such individual’s benefits to such conservator, person legally charged with such individual’s care, or institution then contributing toward or providing for the care and maintenance of such individual.  Any such payment shall constitute a complete discharge of any liability of the Company and the Plan for such individual.

7.8Merger or Consolidation; Assumption of Plan

The Planmay be continued after a sale of assets of the Company, or a merger or consolidation of the Company into or with another corporation or entity only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan.  In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall be terminated subject to the provisions of Article 4.

7.9Missing Participants

Each Participant shall keep the Company informed of his or her current address and the current address of any designated beneficiary.  The Company shall not be obligated to search for any person.  If such person is not located within three (3) years after the date on which payment of the Participant’s benefits payable under this Plan may first be made, payment may be made as though the Participant or his or her beneficiary had died at the end of such three-year period.

7.10Other Benefits

Unless expressly provided thereunder, the amounts to which a Participant is entitled under the Plan shall not be deemed to be compensation for the purpose of calculating the amount of a Participant’s benefits or contributions under a pension plan or retirement plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, the amount of life insurance payable under any life insurance plan established or maintained by the Company, or the amount of any disability benefit payments payable under any disability plan established or maintained by the Company, except to the extent specifically provided in any such plan.

7.11Headings

The captions of Sections and paragraphs of this Plan are for convenience of reference only and shall not control or affect the meaning or construction of any of its provisions.

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7.12Taxes and Withholdings

To the extent required by the laws in effect at the time compensation or deferred compensation payments are made, the Company shall withhold from such compensation, or from deferred compensation payments made hereunder, any taxes required to be withheld for federal, state or local government purposes.

7.13Limitation of Liability

Notwithstanding any provision herein to the contrary, neither the Company nor any individual acting as an employee or agent of the Company shall be liable to any Participant, former Participant, designated beneficiary, or any other person for any claim, loss, liability or expense incurred in connection with the Plan, unless attributable to fraud or willful misconduct on the part of the Company or any such employee or agent of the Company.

7.14Setoff

Notwithstanding any other provision of this Plan, the Administrator may reduce the amount of any payment otherwise payable to or on behalf of a Participant hereunder (net of any required withholdings) at the time payment is due by the amount of any loan, cash advance, extension of credit or other obligation of the Participant to the Company that is then due and payable, and the Participant shall be deemed to have consented to such reduction.

7.15Reliance on Data

The Company and the Administrator shall have the right to rely on any data provided by the Participant or by any beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Company and the Administrator shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or beneficiary.

7.16Receipt and Release for Payments

Any payment made from the Plan to or with respect to any Participant or beneficiary shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Plan and the Company with respect to the Plan. The recipient of any payment from the Plan may be required by the Administrator, as a condition precedent to such payment, to execute a receipt and release with respect thereto in such form as shall be acceptable to the Administrator.

7.17Governing Law

All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not preempted by such laws, by the laws of the State of New York.

7.18Code Section 409A Fail Safe Provision

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This Plan shall be governed by and subject to the requirements of Code Section 409A and shall be interpreted and administered in accordance with that intent.  If any provision of this Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict.  The Committee reserves the right to take any action it deems appropriate or necessary to comply with the requirements of Code Section 409A.  Since this Plan is intended to operate in conjunction with the Profit Sharing Plan, any questions concerning plan administration or the calculation of benefits that arise but are not specifically addressed by this Plan shall be considered in light of the Profit Sharing Plan.  In addition, unless the context requires otherwise, the terms used in this Plan shall have the same meaning as the same terms used in the Profit Sharing Plan.  Notwithstanding any other provision, this restatement of the Plan shall not modify the form and timing of any deferrals made prior to the restatement effective date except to the extent permitted by Code Section 409A.  Any installment payments under the Plan shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment.

MONRO MUFFLER BRAKE, INC.

By:________________________________

Title:_______________________________

4827-8447-8243.3

EX-10.05

MONRO MUFFLER BRAKE, INC. PROFIT SHARING PLAN

VolumeSubmitter401(k)Plan

ADOPTION AGREEMENT #003

VOLUME SUBMITTER 401(k) PLAN

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively "Plan") under the Wells Fargo Bank, N.A. Defined Contribution Volume Submitter Plan and Trust (basic plan document #08). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Volume Submitter Plan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan and trust document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer-supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer -supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

ARTICLE I

DEFINITIONS

1.EMPLOYER(1.24).

Name: Monro Muffler Brake, Inc.

Address: 200 Holleder Parkway, Rochester, New York 14615

Phone number: 1-800-876-6676

Taxpayer Identification Number (TIN): 16-0838627

E-mail (optional):  ____________

Employer's Taxable Year (optional):   March 31st

2.PLAN(1.42).

Name: Monro Muffler Brake, Inc. Profit Sharing Plan

Plan number: 001(3-digit number for Form 5500 reporting)

Trust EIN (optional):  ____________

3.PLAN/LIMITATION YEAR(1.44/1.34). Plan Year and Limitation Year mean the 12 consecutive month period (except for a shortPlan/Limitation Year) ending every:

[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., June 30 OR the last day of February OR the firstTuesday in January. In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., May 1, 2014.]

Plan Year (Choose one of (a) or (b). Choose (c) if applicable.):  

(a)   [   ]    December 31.

(b)   [X]    Fiscal Plan Year: ending:  March 31st  .

(c)   [   ]    Short Plan Year: commencing: and ending:  .

Limitation Year (Choose one of (d) or (e). Choose (f) if applicable.):

(d)   [X]    Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.

(e)   [   ]    Different Limitation Year: ending: .

(f)    [   ]    Short Limitation Year: commencing: and ending: .

4.    EFFECTIVE DATE(1.20). The Employer's adoption of the Plan is a (Choose one of (a) or (b). Complete (c) if new plan OR complete(c) and (d) if an amendment and restatement. Choose (e) and (f) if applicable.):

(a)   [   ]    New Plan.

(b)   [X]    Restated Plan.

PPA RESTATEMENT (leave blank if not applicable)

(1)     [X]    This is an amendment and restatement to bring a plan into compliance with the Pension Protection Act of 2006 ("PPA")and other legislative and regulatory changes.

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Initial Effective Date of Plan (enter date)

(c)   [X]   May 1, 1960 (hereinafter called the "Effective Date" unless 4(d) is entered below)

Restatement Effective Date (If this is an amendment and restatement, enter effective date of the restatement.)

(d)   [X]   December 8, 2014 (enter month day, year; may enter a restatement date that is the first day of the current Plan Year. The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws if the Plan is a PPA Restatement.) (hereinafter called the "Effective Date")

[Note:  See Section 1.54 for the definition of Restated Plan. If this Plan is a PPA Restatement, the PPA restatement Effective Date ma y be a current date (as the basic plan document supplies the Effective Dates of various PPA and other provisions) or may be a retro active date. If specific Plan provisions, as reflected in this Adoption Agreement and the basic plan documents, do not have the Effective Date stated in this Election 4, indicate as such in the election where called for or in Appendix A.]

(e)   [   ]    Restatement of surviving and merging plans. The Plan restates two (or more) plans (Complete 4(c) and (d) above for this (surviving) Plan. Complete (1) below for the merging plan. Choose (2) if applicable.  Unless otherwise noted, the restated Effective Date with regard to a merging plan is the later of the date of the merger or the restated Effective Date of this Plan.):

(1)  Merging plan. The __________________________________________ Plan was or will be merged into this surviving Plan as of:_______. The merging plan's restated Effective Date is:___________________. The merging plan's original Effective Date was:_____________.

[See the Note under Election 4(d) if this document is the merging plan's PPA restatement.]

(2)     [   ]    Additional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a. and b. as applicable.):

			Restated	Original
	Name of merging plan	Merger date	Effective Date	Effective Date
a.
b.

(f)    [   ]    Special Effective Date for Elective Deferral provisions: ___________________________________

[Note: If Elective Deferral provision is not effective as of the Initial Effective Date or the Restatement Effective Date, enter the date as of which the Elective Deferral provision is effective. The Special Effective Date may not precede the date on which the Employer adopted the Plan.]

5.    TRUSTEE(1.67). The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) or (e)if applicable.):

(a)   [   ]    A discretionary Trustee. See Section 8.02(A).

(b)   [X]    A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).

(c)   [   ]    A Trustee under the: (specify name of trust), a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).

(d)   [   ]    Permitted Trust amendments apply. Under Section 8.11(B) the Employer has made certain permitted amendments to theTrust. Such amendments do not constitute a separate trust under Election 5(c). See Election 59 in Appendix C.

(e)   [   ]    Use of non-approved trust. A Trustee under the: (specify name of trust), a separate trust agreement the Trustee has executed for use with this Plan. Under this Election 5(e) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C). [Caution: Election 5(e) will result in the Plan losing reliance on its Advisory Letter and the Plan will be an individually designed plan.]

6.    CONTRIBUTION TYPES(1.12). The selections made below should correspond with the selections made under Article III of thisAdoption Agreement. (If this is a frozen Plan (i.e., all contributions have ceased), choose (a) only.):

Frozen Plan. See Sections 3.01(J) and 11.04.

(a)   [   ]    Contributions cease. All Contributions have ceased or will cease (Plan is frozen).

(1)     [   ]    Effective date of freeze: [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.]

[Note: Elections 20 through 30 and Elections 36 through 38 do not apply to any Plan Year in which the Plan is frozen.]

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Contributions.  The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to thePlan/Trust (Choose one or more of (b) through (h).):

(b)   [X]    Pre-Tax Deferrals. See Section 3.02 and Elections 20-23, and 34.

(1)     [   ]    Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.]

(c)   [X]    Matching. See Sections 1.35 and 3.03 and Elections 24-26. [Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). Do not elect for a safe harbor plan; use 6(e) instead.]

(d)   [X]    Nonelective. See Sections 1.38 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2).]

(e)   [   ]    Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals. See Section 3.05.

(f)    [   ]    Employee (after-tax). See Section 3.09 and Election 36.

(g)   [   ]    SIMPLE 401(k).  The Plan is a SIMPLE 401(k) Plan. See Section 3.10. [Note: The Employer electing 6(g) must elect a calendar year under 3(a) and may not elect any other Contribution Types except under Elections 6(b) and 6(h).]

(h)   [   ]    Designated IRA. See Section 3.12 and Election 37.

7.    DISABILITY(1.16). Disability means (Choose one of (a) or (b).):  

(a)   [X]    Basic Plan. Disability as defined in Section 1.16(A).

(b)   [   ]    Describe: __________________

[Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution.]

8.    EXCLUDED EMPLOYEES(1.22(D)). The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a), (b), or (c).):

[Note:  Regardless  of the Employer's  elections  under  Election  8: (i) Employees  of any Related  Employers  (excluding  the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.22(B), 1.22(D)(3), and1.24(D). However, in the case of a Multiple Employer Plan, see Section 12.02(B) as to the Employees of the Lead Employer. ]

(a)   [   ]    No Excluded Employees. There are no additional excluded Employees under the Plan as to any Contribution Type (skip toElection 9).

(b)   [X]    Exclusions - same for all Contribution Types. The following Employees are Excluded Employees for all Contribution Types(Choose one or more of (e) through (j). Choose column (1) for each exclusion elected at (e) through (i).):

(c)   [   ]    Exclusions - different exclusions apply. The following Employees are Excluded Employees for the designated ContributionType (Choose one or more of (d) through (j). Choose Contribution Type as applicable.):

[Note: For this Election 8, unless described otherwise in Election 8(j), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]

			(1)		(2)	(3)	(4)
			All		Elective
Exclusions			Contributions		Deferrals	Matching	Nonelective
(d)	[   ]	No exclusions. No exclusions as to the designated Contribution Type.	N/A (See Election 8(a))		[   ]	[   ]	[   ]
(e)	[X]	Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A). See Section 1.22(D)(1).	[X]	OR	[   ]	[   ]	[   ]
(f)	[X]	Non-Resident Aliens. As described in Code §410(b)(3)(C). See Section 1.22(D)(2).	[X]	OR	[   ]	[   ]	[   ]
(g)	[   ]	HCEs. See Section 1.22(E). See Election 30(f) as to exclusion of some or all HCEs from Safe Harbor Contributions.	[   ]	OR	[   ]	[   ]	[   ]
(h)	[   ]	Hourly paid Employees.	[   ]	OR	[   ]	[   ]	[   ]

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(i) [X] Part-Time/Temporary/Seasonal Employees.
See Section 1.22(D)(4). A Part-Time, temporary or Seasonal Employee is an employee whose regularly scheduled Service is less than 1,000 (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.
[Note: The "relevant" Eligibility Computation Period is the Initial or Subsequent Eligibility Computation Period as defined in Section 2.02(C).] [X] OR [   ] [   ] [   ]

[Note: If the Employer under Election 8(i) elects to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.22(D)(4).]

(j)    [   ]    Describe exclusion category and/or Contribution Type:  ____________________________________________

(e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

[Note: Any exclusion under Election 8(j), except as to Part-Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service. The exclusions entered under Election 8(j) cannot result in the group of Nonhighly Compensated Employees (NHCEs) participating under the plan being only those NHCEs with the lowest amount of compensation and/or the shortest periods of service and who may represent the minimum number of these employees necessary to satisfy coverage under Code §410(b).]

9.    COMPENSATION(1.11(B)).  The following base  Compensation  (as adjusted  under  Elections  10 and 11)  applies  in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) and choose Contribution Type as applicable. Choose (e) if applicable.):

[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D).  Unless described  otherwise  in  Election  9(d),  Elective  Deferrals  includes  Pre-Tax  Deferrals,  Roth  Deferrals  and  Employee  Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.  In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W-2 Wages for other Plan definitions of Compensation if the Employer has elected W-2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W-2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation.  If the Plan is a Multiple Employer Plan, see Section 12.07. Election 9(d) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]

			(1)		(2)	(3)	(4)
			All		Elective
Exclusions			Contributions		Deferrals	Matching	Nonelective
(a)	[   ]	W-2 Wages (plus Elective Deferrals). See Section 1.11(B)(1).	[   ]	OR	[   ]	[   ]	[   ]
(b)	[   ]	Code §3401 Federal Income TaxWithholding  Wages  (plus  ElectiveDeferrals). See Section 1.11(B)(2).	[   ]	OR	[   ]	[   ]	[   ]
(c)	[X]	415 Compensation (simplified). See Section 1.11(B)(3). [Note: The Employer may elect an alternative "general 415 Compensation" definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).]	[X]	OR	[   ]	[   ]	[   ]

(d)   [   ]    Describe Compensation by Contribution Type or by Participant group: ______________________

[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415Compensation in all other cases); and/or (ii) definethe Contribution Type column headings in a manner which differs from the "all-inclusive" description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W-2 Wages and for Additional Matching Contributions means 415 Compensation).]

(e) [   ] Allocate based on specified 12-month period.
The   allocation   of   all   Contribution   Types   (or specified Contribution Types) will be made based on Compensation within   a   specified    12-month period ending within the Plan Year as follows: ___________________________________ [   ] OR [   ] [   ] [   ]

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10.  PRE-ENTRY/POST-SEVERANCE COMPENSATION(1.11(H)/(I)). Compensation under Election 9:

[Note: For this Election 10, unless described otherwise in Elections 10(c) or (n), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. Election 10(c) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). ]

			(1)		(2)	(3)	(4)
			All		Elective
Pre-Entry Compensation (Choose one of (a) or (b).			Contributions		Deferrals	Matching	Nonelective
Choose Contribution Type as applicable.):
(a)	[X]	Plan Year. Compensation for the entire Plan Year which includes the Participant's Entry Date. [Note: If the Employer under Election 9(e) elects to allocate some or all Contribution Types based on a specified 12-month period, Election 10(a) applies to that 12-month period in lieu of the Plan Year.]	[X]	OR	[   ]	[   ]	[   ]
(b)	[   ]	Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1).	[   ]	OR	[   ]	[   ]	[   ]

[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the PlanAdministrator will count only the Participant's Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]

(c)    [   ]    Describe Pre-Entry Compensation by Contribution Type or by Participant group:

[Note: Under Election 10(c), the Employer may: (i) elect Compensation from the elections available under Pre-Entry Compensation or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a  manner  which differs from the "all-inclusive" description in the Note immediately preceding Pre-Entry Compensation (e.g., Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]

Post-Severance Compensation. The following adjustments apply to Post-Severance Compensation paid within any applicable time period as may be required (Choose one of (d), (e), or (f).):

[Note: Under the basic plan document, if the Employer does not elect any adjustments, post-severance compensation includes regular pay, leave cashouts, and deferred compensation, and excludes military and disability continuation payments.]

(d)   [   ]    None. The Plan includes post-severance regular pay, leave cashouts, and deferred compensation, and excludes post-severance military and disability continuation payments as to any Contribution Type except as required under the basic plan document (skip to Election 11).

(e)   [X]    Same for all Contribution Types. The following adjustments to Post-Severance Compensation apply to all Contribution Types(Choose one or more of (h) through (n). Choose column (1) for each option elected at (h) through (m).):

(f)    [   ]    Adjustments - different conditions apply. The following adjustments to Post-Severance Compensation apply to the designated

Contribution Types (Choose one or more of (g) through (n). Choose Contribution Type as applicable.):

			(1)		(2)	(3)	(4)
			All		Elective
Post-Severance Compensation:			Contributions		Deferrals	Matching	Nonelective
(g)	[   ]	None. The Plan takes into account Post-Severance Compensation as to the designated Contribution Types as specified under the basic plan document.	N/A (See Election 10(d))	OR	[   ]	[   ]	[   ]
(h)	[   ]	Exclude All. Exclude all Post-Severance Compensation. [Note: 415 testing Compensation (versus allocation Compensation) must include Post-Severance Compensation comprised of regular pay. See Section 4.05(F).]	[   ]	OR	[   ]	[   ]	[   ]
(i)	[   ]	Regular Pay. Exclude Post-Severance Compensation comprised of regular pay. See Section 1.11(I)(1)(a). [Note: 415 testing Compensation (versus allocation Compensation) must include Post-Severance Compensation comprised of regular pay. See Section 4.05(F).]	[   ]	OR	[   ]	[   ]	[   ]
(j)	[X]	Leave cash-out. Exclude Post-Severance	[X]	OR	[   ]	[   ]	[   ]

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		Compensation comprised of leave cash-out. See Section 1.11(I)(1)(b).
(k)	[X]	Deferred Compensation. Exclude Post-Severance Compensation comprised of deferred compensation. See Section 1.11(I)(1)(c).	[X]	OR	[   ]	[   ]	[   ]
(l)	[X]	Salary continuation for military service. Include Post-Severance Compensation comprised of salary continuation for military service. See Section 1.11(I)(2).	[X]	OR	[   ]	[   ]	[   ]
(m)	[X]	Salary continuation for disabled Participants. Include Post-Severance Compensation comprised of salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (1) or (2).):	[X]	OR	[   ]	[   ]	[   ]
	(1)	[   ]   For NHCEs only.
	(2)	[X]    For all Participants. The salary continuation will continue for the following fixed or determinable period: as determined by the Employer(specify period).

(n)   [   ]    Describe Post-Severance Compensation by Contribution Type or by Participant group:  _________________

[Note: Under Election 10(n), the Employer may: (i) elect Compensation from the elections available under Post-Severance Compensation or a combination thereof as to a Participant group (e.g., Include regular pay Post-Severance Compensation for all Contribution Types as to Division A Employees, no Post-Severance Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all-inclusive" description in the Note immediately preceding Pre-Entry Compensation (e.g., Compensation for Nonelective Contributions does not include any Post-Severance Compensation and for Safe Harbor Nonelective Contributions includes regular pay Post-Severance Compensation).]

11.  EXCLUDED COMPENSATION(1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a), (b), or (c).):

(a)   [   ]    No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10 (skip toElection 12).

(b)   [X]    Exclusions - same for all Contribution Types. The following exclusions apply to all Contribution Types (Choose one or more of (e) through (l). Choose column (1) for each option elected at (e) through (k).):

(c)   [   ]    Exclusions - different conditions apply. The following exclusions apply for the designated Contribution Types (Choose one or more of (d) through (l) below. Choose Contribution Type as applicable.):

[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a nondiscriminatory definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a nondiscriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(g) through (l) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). In a non-safe harbor 401(k) plan, Elections 11(g) through (l) which result in Compensation failing to be nondiscriminatory, may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in Election 11(l), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

			(1)		(2)	(3)	(4)
			All		Elective
Compensation Exclusions			Contributions		Deferrals	Matching	Nonelective
(d)	[   ]	No exclusions - limited. No exclusion as to the designated Contribution Type(s).	N/A (See Election 11(a))	OR	[   ]	[   ]	[   ]
(e)	[   ]	Elective Deferrals. See Section 1.21.	N/A		N/A	[   ]	[   ]
(f)	[X]	Fringe benefits. As described in Treas. Reg. §1.414(s)-1(c)(3).	[X]	OR	[   ]	[   ]	[   ]
(g)	[   ]	Compensation exceeding $______. Apply this election to (Choose one of (1) or (2).):	[   ]	OR	[   ]	[   ]	[   ]
	(1)	[   ]    All Participants. [Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(g)(1) to limit the Safe Harbor Contribution allocation to the NHCEs.]

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	(2)	[   ]    HCE Participants only.
(h)	[   ]	Bonus.	[   ]	OR	[   ]	[   ]	[   ]
(i)	[   ]	Commission.	[   ]	OR	[   ]	[   ]	[   ]
(j)	[   ]	Overtime.	[   ]	OR	[   ]	[   ]	[   ]
(k)	[   ]	Related Employers. See Section 1.24(C). (If there are Related Employers, choose one or both of (1) and (2).):
	(1)	[   ]    Non-Participating. Compensation paid to mployees by a Related Employer that is not a Participating Employer.	[   ]	OR	[   ]	[   ]	[   ]
	(2)	[   ]    Participating. As to the Employees of any Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.	[   ]	OR	[   ]	[   ]	[   ]

(l)    [X]    Describe Compensation exclusion(s):  Regular annual bonuses for Highly Compensated Employees are excluded; fringebenefits (cash and noncash)._______________

[Note: Under Election 11(l), the Employer may: (i) describe Compensation from the elections available under Elections 11(d) through (k), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Di vision B Employees); (ii) define the Contribution Type column headings in a manner which differs from the "all-inclusive" description in the Note immediately following Election 11(c) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay).]

12.  HOURS OF SERVICE(1.32). The Plan credits Hours of Service for the following purposes (and to the Employees described inElections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable.):

(1)	(2)	(3)	(4)
All Purposes	Eligibility	Vesting	Allocation Conditions

(a)

[X]

Actual Method.  See Section 1.32(A)(1).

[X]

OR

[

]

[

]

[

]

(b)

[

]

Equivalency Method: ______ (e.g., daily, weekly, etc.). See Section 1.32(A)(2).

[

]

OR

[

]

[

]

[

]

(c)

[

]

Elapsed Time Method. See Section 1.32(A)(3).

[

]

OR

[

]

[

]

[

]

(d)

[

]

Actual (hourly) and Equivalency (salaried). Actual Method for hourly paid Employees and EquivalencyMethod: (e.g., dailyweekly, etc.) for salaried Employees.

[

]

OR

[

]

[

]

[

]

(e)

[

]

Describe method:______________________

[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]

13.  ELECTIVE SERVICE CREDITING(1.59(C)). The Plan must credit Related Employer Service under Section 1.24(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.59(B). If the Plan is a Multiple Employer Plan, the Plan also must credit Service as provided in Section 12.08. The Plan also elects under Section 1.59(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b).):

(a)   [   ]    Not applicable. No elective Predecessor Employer Service crediting applies.

(b)   [X]    Applies.  The Plan credits the specified service with the following designated Predecessor Employers as Service for theEmployer for the purposes indicated (Choose one or both of (1) and (2) as applicable. Complete (3). Choose (4) if applicable.):

[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]

(1)     [   ]    All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): _____________________ (insert as many names as needed).

(2)     [   ]    Designated purposes. Credit as Service, servicewith the following Predecessor Employer(s) for

(1)	(2)	(3)
		Contribution

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	the designated purpose(s):	Eligibility	Vesting	Allocation
a.	Employer: _____	[   ]	[   ]	[   ]
b.	Employer: _____	[   ]	[   ]	[   ]
c.	Employer: _____	[   ]	[   ]	[   ]

(3)     Time period. Subject to any exceptions noted under Election 13(b)(4), the Plan credits as Service under Elections 13(b)(1) or(2) (Choose one or more of a., b., and c. as applicable.):

a.       [   ]    All. All service, regardless of when rendered.

b.       [   ]    Service after. All service, which is or was rendered after: (specify date).

c.       [   ]    Service before. All service, which is or was rendered before: (specify date).

(4)     [X]    Describe elective Predecessor Employer Service crediting: M&A Transferred Employees Hired Prior to December 8, 2014. For an Employee hired by the Employer prior to December 8, 2014 in connection with an M&A corporatetransaction, service with the Predecessor Employer will be counted for purposes of Plan eligibility and vesting, providedthat such Employee was actively employed by the Employer on December 8, 2014. Such service will be counted underthis Plan from the Employee's most recent hire date on record with the Predecessor Employer. Employees who separatedfrom service with the Employer prior to December 8, 2014 may have service with a Predecessor Employer counted forcertain purposes under this Plan under the service crediting provisions of the Plan in effect prior to December 8, 2014.M&A Transferred Employees Hired on or after December 8, 2014. For an Employee hired by the Employer on or afterDecember 8, 2014 in connection with an M&A corporate transaction, service with the Predecessor Employer will becounted for purposes of Plan eligibility and vesting.  Such service will be counted under this Plan from the Employee'smost recent hire date on record with the Predecessor Employer. __________

[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit all service with X, but credit service with Y only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]

ARTICLE II

ELIGIBILITY REQUIREMENTS

14.  ELIGIBILITY(2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a), (b), or (c).):

[Note: If the Employer under a safe harbor plan elects "early" eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(g).]

[Note: No eligibility conditions apply to Prevailing Wage Contributions. See Section 2.01(D). ]

(a)   [   ]    No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date (skip to Election 16).

(b)   [X]    Eligibility - same for all Contribution Types. To become a Participant in the Plan as to all Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of (e) through (k). Choose column (1) for each option elected at (e) through (j).):

(c)   [   ]    Eligibility - different conditions apply. To become a Participant in the Plan for the designated Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (either  as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (d) through (k). Choose Contribution Type as applicable.):

[Note: For this Election 14, unless described otherwise in Election 14(k), or the context otherwise requires, Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions  (except Safe Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than oneYear of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]

			(1)		(2)	(3)	(4)	(5)
			All		Elective			Safe
Eligibility Conditions			Contributions		Deferrals	Matching	Nonelective	Harbor
(d)	[   ]	None. Entry on the Employment Commencement Date (if that date is also an Entry Date) or if later, upon the next following Plan Entry Date.	N/A (See Election 14(a))		[   ]	[   ]	[   ]	[   ]
(e)	[X]	Age  18  (not to exceed age 21).	[X]	OR	[   ]	[   ]	[   ]	[   ]
(f)	[   ]	One Year of Service. See Election 16(a).	[   ]	OR	[   ]	[   ]	[   ]	[   ]

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(g)	[   ]	Two Years of Service (without an intervening Break in Service). 100% vesting is required. [Note:  Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions.]	N/A		N/A	[   ]	[   ]	N/A
(h)	[   ]	____ month(s) (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and  SIMPLE  Contributions  and  not  exceeding 24 months for other contributions).  If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time). [Note:  While satisfying a months of service condition without an Hours of Service requirement involves the mere passage of time, the Plan need not apply the Elapsed Time Method in Election 12(c) above, and  still may elect the Actual Method in 12(a) above.]	[   ]	OR	[   ]	[   ]	[   ]	[   ]
(i)	[   ]	_____ month(s) with at least _____Hours of Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required.  If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16. The months during which the Employee completes the specified Hours of Service (Choose one of (1) or (2).):	[   ]	OR	[   ]	[   ]	[   ]	[   ]
	(1)	[   ]    Consecutive. Must be consecutive.
	(2)	[   ]    Not consecutive. Need not be consecutive.
(j)	[   ]	____ Hours of Service within the _____time period following the  Employee's  Employment  Commencement Date(not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required.  If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years  of Service if elect more than 12 months) requirement as defined in Election 16.	[   ]	OR	[   ]	[   ]	[   ]	[   ]

[Note: The Employer may leave the time period option blank in Election 14(j) if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service.]

(k)   [   ]    Describe eligibility conditions:  ________________

[Note: The Employer may use Election 14(k) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service a s to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(h), (i), or (j) as to different Contribution Types. Any election must satisfy Code §410(a).]

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15.  SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY)(2.01(E)). The eligibility conditions of Election 14 and the entry date provisions of Election 17 apply to all Employees unless otherwise elected below (Choose (a) or (b) if applicable.):

[Note: Elections 15(a) or (b) may trigger a coverage failure under Code §410(b).]

(a)   [   ]    Waiver of eligibility conditions for certain Employees. For all Contribution Types, the eligibility conditions and entry dates apply solely to an Eligible Employee employed or reemployed by the Employer after (specify date). If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee's Employment Commencement Date or Re-Employment Commencement Date; or (iv) the date the Employee attains age (not exceeding age 21).

[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank.]

(b)   [   ]    Describe special eligibility Effective Date(s):  __________________

[Note: Under Election 15(b), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2012).]

16.  YEAR OF SERVICE - ELIGIBILITY(2.02(A)).  (Choose (a), (b), and (c) as applicable.):

[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(i), (j), and (k)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete this Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility.]

(a)   [X]    Year of Service. An Employee must complete  1,000  Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the requirement is1,000 Hours of Service.]

(b)   [X]    Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3).):

(1)     [   ]    Plan Year. The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee'sEmployment Commencement Date.

(2)     [X]    Anniversary Year. The Anniversary Year, beginning with the Employee's second Anniversary Year.

(3)     [   ]    Split. The Plan Year as described in Election 16(b)(1) as to: (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to: (describe Contribution Type(s)).

[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, theEmployer should elect to remain on the Anniversary Year for such contributions.]

(c)    [   ]    Describe:  ______________________________________ (e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

17.  ENTRY DATE(2.02(D)). Entry Date means the Effective Date and (Choose one or more of (a) through (g). Choose ContributionTypes as applicable.):

[Note: For this Election 17, unless described otherwise in Election 17(g), Elective Deferrals includes Pre-Tax Deferrals, Roth ElectiveDeferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as toPrevailing Wage Contributions is on the Employment Commencement Date. See Section 2.02(D)(3).]

(1) All

(2) Elective

(3)

(4)

Contributions

Deferrals

Matching

Nonelective

(a)

[

]

Semi-annual. The first day of the first month and of the seventh month of the Plan Year.

[

]

OR

[

]

[

]

[

]

(b)

[

]

First day of Plan Year.

[

]

OR

[

]

[

]

[

]

(c)

[

]

First day of each Plan Year quarter.

[

]

OR

[

]

[

]

[

]

(d)

[

]

The first day of each month.

[

]

OR

[

]

[

]

[

]

(e)

[

]

Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.

[

]

OR

[

]

[

]

[

]

(f)

[

]

First day of each payroll period.

[

]

OR

[

]

[

]

[

]

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(g)   [X]    Describe Entry Date(s): For all contributions, as soon as administratively practicable after the Employee satisfies the eligibility requirements.___________________

[Note: Under Election 17(g), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (f), or a combination  thereof as to a Participant group and/or Contribution  Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR The earlier of the Plan's semi-annual Entry Dates or the entry dates under the Employer's medical plan).]

18.  PROSPECTIVE/RETROACTIVE ENTRY DATE(2.02(D)). An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f). Choose Contribution Type as applicable.):

[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes  all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)).]

(1)	(2)	(3)	(4)
All	Elective
Contributions	Deferrals	Matching	Nonelective

(a)	[X]		Immediately following or coincident with the date the Employee completes the eligibility conditions.	[X]	OR	[   ]	[	]	[	]
(b)	[	]	Immediately following the date the Employee completes the eligibility conditions.	[   ]	OR	[   ]	[	]	[	]
(c)	[	]	Immediately preceding or coincident with the date the Employee completes the eligibility conditions.	N/A		N/A	[	]	[	]
(d)	[	]	Immediately preceding the date the Employee completes the eligibility conditions.	N/A		N/A	[	]	[	]
(e)	[	]	Nearest the date the Employee completes the eligibility conditions.	N/A		N/A	[	]	[	]

(f)    [   ]    Describe retroactive/prospective entry relative to Entry Date:  ____________________

[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a  combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B Employees).]

19.  BREAK IN SERVICE - PARTICIPATION(2.03). The one year hold-out rule described in Section 2.03(C) (Choose one of (a), (b), or(c).):

(a)   [X]    Does not apply.

(b)   [   ]    Applies. Applies to the Plan and to all Participants.

(c)   [   ]    Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. SeeSection 2.03(D).]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20.  ELECTIVE DEFERRAL LIMITATIONS(3.02(A)). The following limitations apply to Elective Deferrals under Election 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable.):

(a)   [   ]    None. No additional Plan imposed limits (skip to Election 21).

[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch-Up Eligible Participants and the Employer's elections must be nondiscriminatory. The elected limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the Plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.57(C) as to administrative limitations on Elective Deferrals.]

(b)   [X]    Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen.):

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(1)     [X]    Maximum deferral amount. A Participant's Elective Deferrals may not exceed:  50%  (specify dollar amount and/or percentage of Compensation).

(2)     [   ]    Minimum deferral amount. A Participant's Elective Deferrals may not be less than: (specify dollar amount and/or percentage of Compensation).

(3)     Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 - 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b., or c. choose one of (1) or (2). Choose (3) if applicable.):

(1) Plan Year/Participating					(2) Payroll	(3) HCEs only
Compensation					period
a.	[   ]	Both. Both limits under Elections 20(b)(1) and (2).	[	]	[   ]	[	]
b.	[X]	Maximum limit. The maximum amount limit under Election 20(b)(1).	[	]	[X]	[	]
c.	[   ]	Minimum limit. The minimum amount limit under Election 20(b)(2).	[	]	[   ]	[	]

(c)   [X]    Describe Elective Deferral limitation(s): The Elective Deferrals made by Highly Compensated Employees may be restricted by the Plan Administrator for purposes of complying with applicable nondiscrimination tests._________________

[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre-Tax Deferrals and to Roth Deferrals.]

21.  AUTOMATIC DEFERRAL (ACA/EACA/QACA) (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of(a) or (b). Also see Election 34 regarding Automatic Escalation of Salary Reduction Agreements.):

(a)   [X]    Do not apply. The Plan is not an ACA, EACA, or QACA (skip to Election 22).

(b)   [   ]    Apply. The Automatic Deferral Effective Date is the effective date of automatic deferrals or, as appropriate, any subsequent amendment thereto. (As to an EACA or QACA, this provision may not be effective earlier than Plan Years beginning on or after January 1, 2008).  (Complete (1), (2), and (3). Complete (4) and (5) if an EACA or an EACA/QACA. Choose (6), (7), and/or (8) as applicable.):

(1)     Type of Automatic Deferral Arrangement. The Plan is an (Choose one of a., b., or c.):

a.	[	]	ACA. The Plan is an Automatic Contribution Arrangement (ACA) under Section 3.02(B)(1).
b.	[	]	EACA. The Plan is an Eligible Automatic Contribution Arrangement (EACA) under Section 3.02(B)(2).
c.	[	]	EACA/QACA. The Plan is a combination EACA and Qualified Automatic Contribution Arrangement (QACA)under Sections 3.02(B)(3) and 3.05(J).

[Note: If the Employer chooses Elections 21(b)(1)c, the Employer also must choose election 6(e) and complete Election 30 as to the SafeHarbor Contributions under the QACA.]

(2)     Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d. Choose e. if applicable.):

a.	[	]	All Participants.  All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.
b.	[	]	Election of at least Automatic Deferral Percentage. All Participants, except those who have in effect a SalaryReduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount underthe Agreement is at least equal to the Automatic Deferral Percentage.
c.	[	]	No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement  on  the  Automatic  Deferral  Effective  Date  regardless  of  the  Elective  Deferral  amount  under  the Agreement.
d.	[	]	New Participants (not applicable to QACA). Each Employee whose Entry Date is on or following the AutomaticDeferral Effective Date.
e.	[	]	Describe affected Participants (not applicable to QACA):  ______

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[Note: The Employer in Election 21(b)(2)e. may further describe affected Participants, e.g., non-Collective Bargaining Employees OR Division A Employees. However, for Plan Years commencing on or after January 1, 2010, all Employees eligible to defer must be Covered Employees to apply the 6-month correction period without excise tax under Code §4979.]

(3)     Automatic Deferral Percentage/Scheduled increases. (Choose one of a., b., or c.):

a. [   ]    Fixed percentage. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Percentage,________% from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election. The Automatic Deferral Percentage will or will not increase in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year or partial Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of d., e., or f.):

[Note: In order to satisfy the QACA requirements, enter an amount between 6% and 10% if no scheduled increase.]

b.       [   ]    QACA statutory increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a Participant	Automatic Deferral Percentage
1	3%
2	3%
3	4%
4	5%
5 and thereafter	6%

c.       [   ]    Other increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a Participant	Automatic Deferral Percentage
_____
_____	%
_____	%
_____	%
_____	%

d.       [   ]    No scheduled increase. The Automatic Deferral Percentage applies in all Plan Years.

e.       [   ]    Automatic increase. The Automatic Deferral Percentage will increase by % per year up to a maximum of % ofCompensation.

f.       [   ]    Describe increase:  _____________

[Note: To satisfy the QACA requirements, the Automatic Deferral Percentage must be: (i) a fixed percentage which is at least 6 % and not more than 10% of Compensation; (ii) an increasing Automatic Deferral Percentage in accordance with the schedule under Election20(b)(3)b.; or (iii) an alternative schedule which must require, for each Plan Year, an Automatic Deferral Percentage that is at least equalto the Automatic Deferral Percentage under the schedule in Election 21(b)(3)b. and which does not exceed 10%. See Section 3.02(B)(3).]

(4)     EACA permissible withdrawal. The permissible withdrawal provisions of Section 3.02(B)(2)(d) (Choose one of a., b., or c.):

a.       [   ]    Do not apply.

b.       [   ]    90 day withdrawal. Apply within 90 days of the first Automatic Deferral.

c.       [   ]    30-90 day withdrawal. Apply, within days of the first Automatic Deferral (may not be less than 30 nor more than 90 days).

(5)     Contrary Election/Covered Employee. For Plan Years beginning on or after January 1, 2010, any Participant who makes aContrary Election (Choose one of a. or b.; leave blank if an ACA or a QACA not subject to the ACP test.):

a.       [   ]    Covered Employee. Is a Covered Employee and continues to be covered by the EACA provisions. [Note: Under this Election, the Participant's Contrary Election will remain in effect, but the Participant must receive the EACA annual notice.]

b.       [   ]    Not a Covered Employee. Is not a Covered Employee and will not continue to be covered by the EACA provisions. [Note: Under this Election, the Participant no longer must receive the EACA annual notice, but the Plan cannot use the six-month period for relief from the excise tax of Code §4979(f)(1).]

(6)     Change Date. The Elective Deferrals under Election 21(b)(3)b., c., e., or f. will increase on the following day each Plan Year:

a.       [   ]    First day of the Plan Year.

b.       [   ]    Other:  _______________________(must be a specified or definitely determinable date that occurs at least annually)

(7)     First Year of Increase. The automatic increase under Election 21(b)(3)e. or f. will apply to a Participant beginning with the first Change Date after the Participant first has automatic deferrals withheld, unless a. is selected below:

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a.       [   ]    The increase will apply as of the second Change Date thereafter.

(8)     [   ]     Describe Automatic Deferral:  _______________

[Note: Under Election 21(b)(8), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2013).]

22.  CODA(3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b).):

(a)   [X]    Do not apply.

(b)   [   ]    Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2).):

(1)     [   ]    All or any portion.

(2)     [   ]     %

23.  CATCH-UP DEFERRALS(3.02(D)). The Plan permits Catch-Up Deferrals unless the Employer elects otherwise below. (Choose (a)if applicable.)

(a)   [   ]    Not Permitted. May not make Catch-Up Deferrals to the Plan.

24.  MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION3.05)(3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6).):

[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]

			(1)	(2)	(3)	(4)	(5)	(6)
			Match Rate/Amt [$/% of Elective Deferrals]	Limit on Deferrals Matched [$/% of Compensation]	Limit on Match Amount [$/% of Compensation]	Apply limit(s) per Plan Year ["true-up"]	Apply limit(s) per payroll period [no "true-up"]	Apply limit(s) per designated time period [no "true-up"
(a)	[X]	Discretionary - see Section 1.35(B). (The Employer may, but is not required to complete (a)(1)-(6). See the "Note" following Election 24.)	_____	_____	_____	[   ]	[   ]	[   ] _____
(b)	[   ]	Fixed - uniform rate/amount	_____	_____	_____	[   ]	[   ]	[   ] _____
(c)	[   ]	Fixed - tiered	Elective	Matching	_____	[   ]	[   ]	[   ] _____
			Deferral %	Rate
			_____ %	_____ %
			_____ %	_____ %
			_____ %	_____ %
			_____ %	_____ %
(d)	[   ]	Fixed - Years of Service	Years of Service	Matching Rate	_____	[   ]	[   ]	[   ] _____
			_____	_____ %
			_____	_____ %
			_____	_____ %
			_____	_____ %

(1)     "Years of Service" under this Election 24(d) means (Choose one of a. or b.):

a.       [   ]    Eligibility. Years of Service for eligibility in Election 16.

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b.       [   ]    Vesting. Years of Service for vesting in Elections 43 and 44.

(e)	[   ]	Fixed - multiple formulas	Formula 1:	____     ____	_____	[   ]	[   ]	[   ] _____
			Formula 2:	____     ____	_____	[   ]	[   ]	[   ] _____
			Formula 3:			[   ]	[   ]	[   ] _____

(f)    [   ]    Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2).):

(1)     Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.):

a.       [   ]    All the same. Is (are) the same as for the Signatory Employer under this Election 24.

b.       [   ]    At least one different. Is (are) as follows:  _________________________

(2)     Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and byany Participating Employer (Choose one of a. or b.):

a.       [   ]    Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.       [   ]    Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 24(f) unless there are Related Employers which are alsoParticipating Employers.  See Section 1.24(D).]

(g)   [   ]    Describe:   _______________(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: See Section 1.35(A) as toFixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]

25.    QMAC (PLAN-DESIGNATED)(3.03(C)(1)). The following provisions apply regarding Plan-Designated QMACs (Choose one of(a) or (b).):

[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)     [X]    Not applicable. There are no Plan-Designated QMACs.

(b)    [   ]   Applies. There are Plan-Designated QMACs to which the following provisions apply (Complete (1) and (2).):

(1)    Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan-Designated QMACs (Choose one of a. or b.):

a.      [   ]   All. All Matching Contributions.

b.      [   ]   Designated. Only the following Matching Contributions under Election 24: .

(2)    Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QMAC (Choose one of a. or b.):

a.      [   ]   NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan-Designated QMAC.

b.      [   ]   All Participants. To all Participants who make Elective Deferrals subject to the Plan-Designated QMAC.

The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing.]

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26.  MATCHING CATCH-UP DEFERRALS(3.03(D)). If a Participant makes a Catch-Up Deferral, the Employer (Choose one of (a) or(b); leave blank if Election 23(a) is selected.):

(a)   [X]    Match. Will apply to the Catch-Up Deferral (Choose one of (1) or (2).):  

(1)     [X]    All. All Matching Contributions.

(2)     [   ]    Designated. The following Matching Contributions in Election 24:  _________________________________.  

(b)   [   ]    No Match. Will not match any Catch-Up Deferrals.

[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 38(a )(2)b. In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match, QACA Basic Match or Enhanced Match to Catch-Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 38(a)(2)a., Election 26 does not apply and the Plan also will apply any Additional Match to Catch-Up Deferrals.]

27.  NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS(3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose one or more of (a) through (e) as applicable.):

(a)   [X]    Discretionary. An amount the Employer in its sole discretion may determine.

(b)   [   ]    Fixed. (Choose one or more of (1) through (3) as applicable.):

(1)     [   ]    Uniform %. % of each Participant's Compensation, per (e.g., Plan Year, month).

(2)     [   ]    Fixed dollar amount. $ , per (e.g., Plan Year, month, HOS, per Participant per month).

(3)     [   ]    Describe:_____________________(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formulais non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000, or The cash value of unused paid time off, as described in Section 3.04(A)(2)(a) and the Employer's Paid Time Off Plan) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution  equal to $500 per Participant  each Plan Year applies to Division  B Participants).]

(c)   [   ]    Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer's Prevailing Wage Contract(s).  The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. The Employer must specify the Prevailing Wage Contribution by attaching an appendix to the Adoption Agreement that indicates the contribution rate(s) applicable to the prevailing wage employment/job classification(s).  If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2).):

(1)     [   ]    No offset.  Not reduce the Participant's Employer Contribution allocation by the amount of the Prevailing WageContribution.

(2)     [   ]    Offset. Reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(d)   [   ]    Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the contribution formula(s) (Choose one of (1) or (2).):

(1)     [   ]    All the same. Is (are) the same as for the Signatory Employer under this Election 27.

(2)     [   ]    At least one different. Is (are) as follows:  ____________________________________.  

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 27(d) unless there are Related Employers which arealso Participating Employers.  See Section 1.24(D). The Employer electing 27(d) also must complete Election 28(g) as to the allocationmethods which apply to the Participating Employers.]

(e)   [   ]    Describe:  ______________The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]

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28.  NONELECTIVE CONTRIBUTION ALLOCATION(3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of (a) through (h) as applicable.):

(a)   [X]    Pro rata. As a uniform percentage of Participant Compensation.

(b)   [   ]    Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of "Excess Compensation" apply (Complete (1) and (2).):

(1)     Formula (Choose one of a., b., or c.):

a.       [   ]    Two-tiered.

b.       [   ]    Four-tiered.

c.       [   ]    Two-tiered, except that the four-tiered formula will apply in any Plan Year for which the Plan is top-heavy.

(2)     Excess Compensation.  For purposes of Section 3.04(B)(2), "Excess Compensation" means Compensation in excess of the integration level provided below (Choose one of a. or b.):

a.       [   ]    Percentage amount. %  (not exceeding 100%) of the Taxable Wage Base in effect on the first day of the PlanYear, rounded to the next highest $(not exceeding the Taxable Wage Base).

b.[   ]    Dollar amount. The following amount: $(not exceeding the Taxable Wage Base in effect on the first day of the Plan Year).

(c)   [   ]    Incorporation of contribution formula.The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.

(d)   [   ]    Classifications of Participants. [This is a nondesigned based safe harbor allocation method.] In accordance with the classifications allocation provisions of Section 3.04(B)(3). (Complete (1) and (2).):

(1)     Description of the classifications.  [This is a nondesignedbased safe harbor allocation method.] Theclassifications are(Choose one of a., b., or c.):

[Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using "cross-testing" under Treas. Reg. §1.401(a)(4)-8. However, choosing this election does not necessarily require application of cross-testing and the Plan may be able to satisfy nondiscrimination as to its classification-based allocations by testing allocation rates.]

a.       [   ]    Each in own classification. Each Participant constitutes a separate classification.

b.       [   ]    NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.

c.       [   ]    Describe the classifications:  __________________

[Note: Any classifications under Election 28(d) must result in a definitely determinable allocation under Treas. Reg. §1.401-1(b)(1)(ii). The classifications cannot limit the NHCEs benefiting under the Plan only to those NHCE/Participants with the lowest Compensation and/or the shortest periods of Service and who may represent the minimum number of benefiting NHCEs necessary to pass coverage under Code§410(b). In the case of a self-employed Participant (i.e., sole proprietorships or partnerships), the requirements of Treas. Reg.§1.401(k)-1(a)(6) apply and the allocation method should not result in a cash or deferred election for the self-employed Participant. The Employer by the due date of its tax return (including extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate applicable to each Participant under Election 28(d)(1)a. or applicable to each classification under Elections 28(d)(1)b. or c. for the allocation Plan Year.]

(2)     Allocation method within each classification. Allocate the Nonelective Contribution within each classification as follows(Choose one of a., b., or c.):

a.       [   ]    Pro rata. As a uniform percentage of Compensation of each Participant within the classification.

b.       [   ]    Flat dollar. The same dollar amount to each Participant within the classification.

c.       [   ]    Describe:____________________(e.g., Allocate pro rata to NHCEs and flat dollar to HCEs.)

(e)   [   ]    Age-based.  [This is a nondesigned based safe harbor allocation method.]  In accordance with the age-based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions (Complete both (1) and (2).):

(1)     Interest rate. (Choose one of a., b., or c.):

a.       [   ]    7.5%                b.      [   ]   8.0%                c.      [   ]   8.5%

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(2)     Mortality table. (Choose one of a. or b.):

a.       [   ]    UP-1984. See Appendix D.

b.[   ]    Alternative: (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)

(f)   [   ]    Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform pointsallocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable.):

(1)  [   ]    Years of Service.   point(s) for each Year of Service. The maximum number of Years of Servicecounted for points is  ."Year of Service" under this Election 28(f) means (Choose one of a. or b.):

a.       [   ]    Eligibility. Years of Service for eligibility in Election 16.

b.       [   ]    Vesting. Years of Service for vesting in Elections 43 and 44.

[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)-11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4)-2(b)(3).]

(2)     [   ]    Age. point(s) for each year of age attained during the Plan Year.

(3)     [   ]    Compensation.   point(s) for each $(not to exceed $200) increment of Plan YearCompensation.

(g)   [   ]    Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(d) (Complete (1) and (2).):

(1)     Allocation Method. (Choose one of a. or b.):

a.       [   ]    All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.

b.       [   ]    At least one different. Under the following allocation method(s): ______________________________.  

(2)     Allocation sharing. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer andby any Participating Employer (Choose one of a. or b.):

a.       [   ]    Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.       [   ]    Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section 1.24(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect11(k)(2),  to disregard the Compensation  paid by "Y" Participating  Employer in determining the allocation of the "X" Participating Employer contribution to a Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(k)(2). Election 28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions.]

(h)   [   ]    Describe:  ____________________(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b).  If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

29.  QNEC (PLAN-DESIGNATED)(3.04(C)(1)). The following provisions apply regarding Plan-Designated QNECs (Choose one of (a)or (b).):

[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)   [X]    Not applicable. There are no Plan-Designated QNECs.

(b)   [   ]    Applies. There are Plan-Designated QNECs to which the following provisions apply (Complete (1), (2), and (3).):

(1)     Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan-Designated QNECs (Choose one of a. or b.):

a.       [   ]    All. All Nonelective Contributions.

b.       [   ]    Designated. Only the following Nonelective Contributions under Election 27:________________________.

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(2)     Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QNEC (Choose one of a. or b.):

a.       [   ]    NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).

b.       [   ]    All Participants. To all Participants under the method elected in Election 29(b)(3).

(3)     Allocation Method. The Plan Administrator will allocate a Plan-Designated QNEC using the following method (Choose one of a., b., c., or d.):

a.       [   ]    Pro rata.

b.       [   ]    Flat dollar.

c.       [   ]    Reverse. See Section 3.04(C)(3).

d.       [   ]    Describe:   ________________________(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b).  If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing.]

30.  SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS)(3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contributeAdditional Matching Contributions described in Section 3.05(F) (Choose one of (a) through (e) when and as applicable. Complete(f) and (i). Choose (g), (h), and (j) as applicable.):

(a)   [   ]    Safe Harbor Nonelective Contribution (including QACA). The Safe Harbor Nonelective Contribution equals % of a Participant's Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(12). ]

(b)   [   ]    Safe  Harbor  Nonelective  Contribution  (including  QACA)/delayed  year-by-year  election  (maybe  and  supplemental notices). In connection with the Employer's provision of the maybe notice under Section 3.05(I)(1), the Employer elects into safe harbor status by giving the supplemental notice and by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to % (specify amount at least equal to 3%) of a Participant's Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending: (specify Plan Year end), which is the Plan Year to which the Employer's maybe and supplemental notices apply.

[Note: An Employer distributing the maybe notice can use election 30(b) without completing the year. Doing so requires the Plan to perform Current Year Testing unless the Employer decides to elect safe harbor status. If the Employer wishes to elect safe harbor status for a single year, the Employer must amend the Plan to enter the Plan Year end above.]

(c)   [   ]    Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant's Elective Deferrals not exceeding3% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 3% but not in excess of 5%of the Participant's Compensation. See Sections 1.35(E) and 3.05(E)(4). (Complete (1).):

(1)     Time period. For purposes of this Election 30(c), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

(d)   [   ]    QACA Basic Matching Contribution.  A Matching Contribution  equal to 100% of a Participant's  Elective Deferrals not exceeding 1% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 1% but not in excess of 6% of the Participant's Compensation. (Complete (1).): [Note: This election is available only if the Employer has elected the QACA automatic deferrals provisions under Election 21.]

(1)     Time period. For purposes of this Election 30(d), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the QACA Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

(e)   [   ]    Enhanced Matching Contribution (including QACA). See Sections 1.35(F) and 3.05(E)(6). (Choose one of (1) or (2) and complete (3) for any election.):

(1)     [   ]    Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as toElective Deferrals exceeding % of the Participant's Compensation.

(2)     [   ]    Tiered formula.  A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage.  AParticipant's Elective Deferral percentage is equal to the Participant'sElective Deferrals divided by his/her Compensation.

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Elective Deferral Percentage	Matching Rate
____%	____%
____%	____%
____%	____%

(3)     Time period. For purposes of this Election 30(e), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii) (taking into account Code §401(k)(13)(D)(ii) in the case of a QACA). If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation.]

(f)    Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or

(3). Choose (4) if applicable.):

(1)     [   ]    Applies to all Participants. Applies to all Participants except as may be limited under Election 30(g).

(2)     [   ]    NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(g). No HCE will receive a Safe Harbor Contribution allocation.

(3)     [   ]    NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(g):___________________________________

[Note: Any HCE allocation group the Employer describes under Election 30(f)(3) must be definitely determinable. (e.g., Division "A" HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]

(4)     [   ]    Applies to all Participants except Collective Bargaining Employees. Notwithstanding Elections 30(f)(1), (2) or (3), the Safe Harbor Contributions are not allocated to Collective Bargaining (union) Employees and may be further limited under Election 30(g).

(g)   [   ]    Early Elective Deferrals/delay of Safe Harbor Contribution.  The Employer may elect this Election 30(g) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and/or one Year of Service but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(g) applies the rules of Section 3.05(D) to limit the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants who the Plan Administrator in applying the OEE rule described in Section4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees.

(h)   [   ]    Another plan. The Employer will make the Safe Harbor Contribution to the following plan: .

(i)    Additional Matching Contributions. See Sections 1.35(G) and 3.05(F). (Choose one of (1) or (2).):

(1)     [   ]    No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.

(2)     [   ]    Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (Choose a., b., and c. as applicable.):

a.       [   ]    Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (Choose (i)and (ii) as applicable and complete (iii) for any election.):

(i)      [   ]    Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals butnot as to Elective Deferrals exceeding % of the Participant's Compensation.

(ii)     [   ]   Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.

Elective Deferral Percentage	Matching Rate
____%	____%
____%	____%
____%	____%

(iii)   Time period.For purposes of this Election 30(i)(2)a.,  "Compensation" and  "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Match, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer elects a match under both (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank line.]

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b.       [   ]    Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding % of the Participant's Compensation (completethe blank if applicable or leave blank).

(i)      Time period.  For purposes of this Election 30(i)(2)b., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: ____________________. [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Discretionary Matching Contribution, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer fails to specify a time period, the Employer is deemed to have elected to compute its Additional Matching Contribution based on the Plan Year.]

c.       [   ]    Describe Additional Matching Contribution formula and time period:  ________________________ (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and, ifthe Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the formula must comply with Section3.05(G).)

[Note: If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a. then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation;  (iv) the Plan must apply all Matching Contributions to Catch-Up Deferrals;  and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant's Plan Year Compensation. ]

(j)    [   ]    Multiple Safe Harbor Contributions in disaggregated Plan.  The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k) -1(b)(4) as follows:  __________ (Specify contributions for disaggregated plans, e.g., as to collectively bargained employees a 3% Nonelective Safe Harbor Contribution applies and as to non-collectively bargained employees, the Basic Matching Contribution applies).

31.  ALLOCATION CONDITIONS(3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable.):

(a)   [   ]    No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

(b)   [X]    Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7). Choose Contribution Type as applicable.):

[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelectiveincludes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose anHour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]

(1) Matching, Nonelective and Forfeitures					(2) Matching		(3) Nonelective		(4) Forfeitures
(1)	[   ]	None. (See	N/A Election 31(a))		[	]	[	]	[	]
(2)	[   ]	501 HOS/terminees (91 consecutive days if Elapsed Time). See Section 3.06(B)(1)(b).	[   ]	OR	[	]	[	]	[	]
(3)	[X]	Last day of the Plan Year.	[X]	OR	[	]	[	]	[	]
(4)	[   ]	Last day of the Election 31(c) time period.	[   ]	OR	[	]	[	]	[	]
(5)	[X]	1,000 HOS in the Plan Year (182 consecutive days in Plan Year if Elapsed Time).	[X]	OR	[	]	[	]	[	]
(6)	[   ]	(specify) HOS within the Election 31(c) time period, (but not exceeding 1,000	[   ]	OR	[	]	[	]	[	]
		HOS in a Plan Year).

(7)     [   ]    Describe conditions: _______________(e.g., Last day of the Plan Year as to NonelectiveContributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)

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(c)   [   ]    Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.):

(1)	[   ]	Plan Year.	[   ]	OR	[   ]	[   ]	[   ]
(2)	[   ]	Plan Year quarter.	[   ]	OR	[   ]	[   ]	[   ]
(3)	[   ]	Calendar month.	[   ]	OR	[   ]	[   ]	[   ]
(4)	[   ]	Payroll period.	[   ]	OR	[   ]	[   ]	[   ]
(5)	[   ]	Describe time period: ____________________________

[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]

32.  ALLOCATION CONDITIONS - APPLICATION/WAIVER/SUSPENSION(3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures  as follows (If the Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete (c).):

[Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and3.04(C)(2)  regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply.]

(a)   [X]    Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age (Choose one of (1) or (2).):

(1)     [X]    Do not apply. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.

(2)     [   ]    Apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.

(b)   [   ]    Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance from Employment is on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (Choose one or more of (1) through (4). Choose Contribution Type as applicable.):

				(1) Matching,		(2)	(3)	(4)
				Nonelective and Forfeitures		Matching	Nonelective	Forfeitures
(1)	[	]	Death.	[   ]	OR	[   ]	[   ]	[   ]
(2)	[	]	Disability.	[   ]	OR	[   ]	[   ]	[   ]
(3)	[	]	Normal Retirement Age.	[   ]	OR	[   ]	[   ]	[   ]
(4)	[	]	Early Retirement Age.	[   ]	OR	[   ]	[   ]	[   ]

(c)   Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or (2).):  

(1)     [   ]    Applies. Applies as follows (Choose one of a., b., or c.):

a.       [   ]    Both. Applies both to Nonelective Contributions and to Matching Contributions.

b.       [   ]    Nonelective. Applies only to Nonelective Contributions.

c.       [   ]    Match. Applies only to Matching Contributions.

(2)     [X]    Does not apply.

33.  FORFEITURE ALLOCATION METHOD(3.07).  (Choose one of (a) or (b).):

[Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07.]

(a)   [   ]    Safe harbor/top-heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance withSection 3.07(A)(4).

(b)   [X]    Apply to Contributions. The Plan Administrator will allocate a Participant forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions or to all Matching Contributions as follows (Choose one or more of (1) through (6) and choose Contribution Type as applicable. Choose (5) only in conjunction with at least one other election.):

(1)	(2)	(3)
All	Nonelective	Matching
Forfeitures	Forfeitures	Forfeitures

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(1)	[	]	Additional Nonelective. Allocate as additional Discretionary Nonelective Contribution.	[	]	OR	[	]	[	]
(2)	[	]	Additional Match. Allocate as additional Discretionary	[	]	OR	[	]	[	]
			Matching Contribution.
(3)	[	]	Reduce Nonelective. Apply to Nonelective Contribution.	[	]	OR	[	]	[	]
(4)	[X]		Reduce Match. Apply to Matching Contribution.	[X]		OR	[	]	[	]
(5)	[X]		Plan expenses. Pay reasonable Plan expenses. (See Section 7.04(C).)	[X]		OR	[	]	[	]
(6)	[   ]		Describe:  _____(must  satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and be applied in a uniform and nondiscriminatory manner; e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former
			Plan X participants.)

34.  AUTOMATIC ESCALATION(3.02(G)). The Automatic Escalation provisions of Section 3.02(G) (Choose one of (a) or (b). See Election 21 regarding Automatic Deferrals. Automatic Escalation applies to Participants who have a Salary Reduction Agreement in effect.):

(a)   [X]    Do not apply.

(b)   [   ]    Apply. (Complete (1), (2), (3), and if appropriate (4).):

(1)     Participants affected. The Automatic Escalation applies to (Choose one of a., b., or c.):

a.       [   ]    All Deferring Participants. All Participants who have a Salary Reduction Agreement in effect to defer at least % ofCompensation.

b.       [   ]    New Deferral Elections. All Participants who file a Salary Reduction Agreement after the effective date of thisElection, or, as appropriate, any amendment thereto, to defer at least % of Compensation.

c.       [   ]    Describe affected Participants: ________________________

[Note: The Employer in Election 34(b)(1)c. may further describe affected Participants, e.g., non-Collective Bargaining Employees OR Division A Employees. The group of Participants must be definitely determinable and if an EACA under Election 21, must be uniform.]

(2)     Automatic Increases. (Choose one of a. or b.):

a.[   ]    Automaticincrease. The Participant’s Elective Deferrals will increase by % per year up to a maximum of % of Compensation unless the Participant has filed a Contrary Election after the effective date of this Election or, as appropriate, any amendment thereto.

b.       [   ]    Describe increase: __________________

[Note: The Employer in Election 34(b)(2)b. may define different increases for different groups of Participants or may otherwise limitAutomatic Escalation. Any such provisions must be definitely determinable.]

(3)     Change Date. The Elective Deferrals will increase on the following day each Plan Year:

a.       [   ]    First day of the Plan Year.

b.       [   ]    Other:  _________________________ (must be a specified or definitely determinable date that occurs at least annually)

(4)     First Year of Increase. The automatic escalation provision will apply to a participant beginning with the first Change Date after the Participant files a Salary Reduction Agreement (or, if sooner, the effective date of this Election, or, as appropriate, any amendment thereto), unless a. is selected below:

a.       [   ]    The escalation provision will apply as of the second Change Date thereafter.

35.  IN-PLAN ROTH ROLLOVER CONTRIBUTION(3.08(E)). The following provisions apply regarding In-Plan Roth RolloverContributions (Choose one of (a) or (b); also see Election 56(d)(1); leave blank if Election 6(b)(1) is not selected.):

(a)   [   ]    Not Applicable. The Plan does not permit In-Plan Roth Rollover Contributions.

(b)   [   ]    Applies. The Plan permits In-Plan Roth Rollover Contributions. (Choose (1) if applicable.)

(1)     [   ]    Effective Date. (enter date not earlier than September 28, 2010; may be left blank if same as Plan orRestatement Effective Date).

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36.  EMPLOYEE (AFTER-TAX) CONTRIBUTIONS(3.09). The following additional elections apply to Employee Contributions underElection 6(f). (Choose one or both of (a) and (b) if applicable.):

(a)   [   ]    Additional limitations. The Plan permits Employee Contributions subject to the following limitations, if any, in addition to those already imposed under the Plan:  ______________________

[Note: Any designated limitation(s) must be the same for all Participants and must be definitely determinable (e.g., Employee Contributions may not exceed the lesser of $5,000 dollars or 10% of Compensation for the Plan Year and/or Employee Contributions may not be less than $50 or 2% of Compensation per payroll period).]

(b)   [   ]    Apply Matching Contribution. For each Plan Year, the Employer's Matching Contribution made as to EmployeeContributions is:  ______________________

[Note: The Employer Matching Contribution formula must be the same for all Participants and must be definitely determinable (e.g., A fixed Matching Contribution equal to 50% of Employee Contributions not exceeding 6% of Plan Year Compensation or A Discretionary Matching Contribution based on Employee Contributions).]

37.  DESIGNATED IRA CONTRIBUTIONS(3.12). Under Election 6(h), a Participant may make Designated IRA Contributions.(Complete (a) and (b).):

(a)   Type of IRA contribution. A Participant's Designated IRA Contributions will be (Choose one of (1), (2), or (3).):  

(1)     [   ]    Traditional.

(2)     [   ]    Roth.

(3)     [   ]    Traditional/Roth. As the Participant elects at the time of contribution.

(b)   Type of Account. A Participant's Designated IRA Contributions will be held in the following form of Account(s) (Choose one of (1), (2), or (3).):

(1)     [   ]    IRA.

(2)     [   ]    Individual Retirement Annuity.

(3)     [   ]    IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.

ARTICLE IV LIMITATIONS AND TESTING

38.  ANNUAL TESTING ELECTIONS(4.06(B)). The Employer makes the following Plan specific annual testing elections under Section4.06(B). (Complete (a) and (b) as applicable. Leave (a) blank if the Plan is a SIMPLE 401(k) plan.):  

(a)   [X]    Nondiscrimination testing. (Choose one or more of (1), (2), and (3).):

(1)     [X]    Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply:

[Note: The Plan may "split test". For Current Year Testing, See Section 4.11(E). For Prior Year Testing, see Section 4.11(I) and, as to the first Plan Year, see Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv).]

ADP Test (Choose one of a. or b.)

a.       [   ]    Current Year Testing.

b.       [X]    Prior Year Testing.

ACP Test (Choose one of c., d., or e.)

c.       [   ]    Not applicable.  ThePlandoesnot permit  Matching Contributionsor  EmployeeContributions andthe  Plan AdministratorwillnotrecharacterizeElectiveDeferralsas EmployeeContributionsfortesting.

d.       [   ]    CurrentYearTesting.

e.       [X]    PriorYearTesting.

(2)     [   ]    SafeHarbor  Plan/NotestingorACPtestonly.(Chooseoneofa.orb.):

a.       [   ]    No  testing.ADPtestsafeharborappliesandifapplicable,ACPtestsafeharborapplies.

b.       [   ]    ACPtestonly.ADP  testsafeharborapplies,butPlanwillperformACPtestas follows(Choose oneof(i)or(ii).):

(i)      [   ]    CurrentYearTesting.

(ii)   [   ]    PriorYearTesting.

(3)     [   ]    Maybe notice (Election 30(b)). See Section 3.05(I).

[Note: The Employer may make elections under both the Traditional 401(k) Plan and Safe Harbor Plan elections, in order to accommodate a Plan that applies both testing elections (e.g., Safe Harbor Includible Employees group and tested Otherwise Excludible Employees

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group, or Safe Harbor Plan with tested after-tax Employee Contributions). In the absence of an election regarding ADP or ACP tested contributions, Current Year Testing applies.]

(b)   [   ]    HCE determination.  The Top-Paid Group election and the calendar year data election are not used unless elected below(Choose one or both of (1) and (2) if applicable.):  

(1)     [   ]    Top-paid group election applies.

(2)     [   ]    Calendar year data election (fiscal year Plan only) applies.

ARTICLE V

VESTING REQUIREMENTS

39.  NORMAL RETIREMENT AGE(5.01). A Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b).):

(a)   [X]    Specific age. The date the Participant attains age  65  . [Note: The age may not exceed age 65.]

(b)   [   ]    Age/participation. The later of the date the Participant attains age or the anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.]

40.  EARLY RETIREMENT AGE(5.01).  (Choose one of (a) or (b).):

(a)   [   ]    Not applicable. The Plan does not provide for an Early Retirement Age.

(b)   [X]    Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age  55  ; (ii) the date a Participant reaches his/her anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes  10  Years of Service.

[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.] "Years of Service" under this Election 40 means (Choose one of (1) or (2) as applicable.):

(1)     [   ]    Eligibility. Years of Service for eligibility in Election 16.

(2)     [X]    Vesting. Years of Service for vesting in Elections 43 and 44.

[Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, aParticipant becomes 100% vested at Early Retirement Age.]

41.  ACCELERATION ON DEATH OR DISABILITY(5.02). Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c).):

(a)   [   ]    Applies. Apply 100% vesting.

(b)   [   ]    Not applicable.  Do not apply 100% vesting.  The Participant's vesting is in accordance with the applicable Plan vesting schedule.

(c)   [X]    Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of (Choose one of (1) or (2).):

(1)     [X]    Death.

(2)     [   ]    Disability.

42.  VESTING SCHEDULE(5.03). A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii)  Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions (other than QACA Safe Harbor Contributions); (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions; (ix) DECs; and (x) Designated  IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status), to Nonelective Contributions (other than Prevailing Wage Contributions) and to QACA Safe Harbor Contributions. (Choose (a) or choose one or both of (b) and (c) as applicable.):

(a)   [   ]    Immediate vesting. 100% Vested at all times in all Accounts.

[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 42(a). If the Employer elects immediate vesting under 42(a), the Employer should not complete the balance of Election 42 or Elections 43 and 44 (except as noted therein). The Employer must elect 42(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months. The Employer must elect 42(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months. The Employer should elect 42(b) if any Contribution Type is subject to a vesting schedule.]

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(b)   [X]    Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (6). Choose Contribution Type as applicable.):

				(1)		(2)	(3)	(4)	(5)
								Additional
				All			Regular	Matching (See	QACA
				Contributions		Nonelective	Matching	Section 3.05(F))	Safe Harbor
(1)	[   ]	Immediate vesting		N/A (See Election 42(a))		[   ]	[   ]	[   ]	[   ]
(2)	[   ]	6-year graded.		[   ]	OR	[   ]	[   ]	[   ]	N/A
(3)	[X]	3-year cliff.		[   ]	OR	[X]	[   ]	[   ]	N/A
(4)	[X]	Modified Schedule		[   ]	OR	[   ]	[X]	[   ]	N/A
		Years of Service	Vested %
		Less than 1	a.  0%
		1	b.  0%
		2	c.  25%
		3	d.  50%
		4	e.  75%
		5	f.  100%
		6 or more	100%
(5)	[   ]	2-year cliff.		[   ]	OR	[   ]	[   ]	[   ]	[   ]
(6)	[   ]	Modified 2-year schedule:		[   ]	OR	[   ]	[   ]	[   ]	[   ]
		Years of Service	Vested %
		Less than 1	a.  ____
		1	b.  ____
		2	100%

[Note: If the Employer does not elect 42(a), the Employer under 42(b) must elect immediate vesting or must elect one of the specified alternative vesting schedules. The Employer must elect either 42(b)(5) or (6) as to QACA Safe Harbor Contributions. The modified top-heavy schedule of Election 42(b)(4) must satisfy Code §411(a)(2)(B). If the Employer elects Additional Matching under Election 30(i), the Employer should elect vesting under the Additional Matching column in this Election 42(b). That election app lies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions. If the Plan's Effective Date is before January 1, 2007, the Employer may wish to complete the override elections in Appendix B relating to the application of non-top-heavy vesting.]

(c)   [X]    Special vesting provisions:  Employer Nonelective contributions of current participants with 1 or 2 Years of Service willremain on a 5-year graded vesting schedule (0-1 Years of Service 0%, 2 Years of Service 25%) until they reach their 3rd Yearof Service, at which time they will become 100% vested.

[Note: The Employer under Election 42(c) may describe special vesting provisions from the elections available under Election 42 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before "x" date. 6-year graded vesting applies to Division B Employees OR to Employees hired after "x" date.); and/or (ii) Contribution Type (e. g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory.]

43.  YEAR OF SERVICE - VESTING(5.05).  (Complete both (a) and (b).):

[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 43. If the Employer elects immediate vesting, the Employer should not complete Election 43 or Election 44 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election.]

(a)   Year of Service. An Employee must complete at least  1,000  Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]

(b)   Vesting Computation Period. The Plan measures a Year of Service based on the following 12-consecutive month period (Choose one of (1) or (2).):

(1)     [X]    Plan Year.

(2)     [   ]    Anniversary Year.

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44.  EXCLUDED YEARS OF SERVICE - VESTING(5.05(C)).  (Choose (a) or (b).):  

(a)   [X]    None. None other than as specified in Section 5.05(C)(1).

(b)   [   ]    Exclusions. The Plan excludes the following Years of Service for purposes of vesting (Choose one or more of (1) through (4).):

(1)     [   ]    Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.

(2)     [   ]    Prior to Plan establishment.  Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.

(3)     [   ]    Rule of Parity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).

(4)     [   ]    Additional exclusions. The following Years of Service: ________________

[Note: The Employer under Election 44(b)(4) may describe vesting service exclusions provisions available under Election 44 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before "x" date. The age 18 exclusion applies to Division B Employees OR to Employees hired after "x" date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 44(b)(4) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]

ARTICLE VI

DISTRIBUTION OF ACCOUNT BALANCE

45.  MANDATORY DISTRIBUTION(6.01(A)(1)/6.08(D)).  The Plan provides or does not provide for Mandatory Distribution of a Participant's Vested Account Balance following Severance  from Employment, as follows (Choose one of (a) or (b).  Choose (c) if applicable.):

(a)   [   ]    No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.

(b)   [X]    Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment. (Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 45(b)(1)b. and 45(b)(2)b.):

(1)     Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):

a.       [X]    $5,000.

b.       [   ]    $1,000.

c.       [   ]    Specify amount: $(may not exceed $5,000).

[Note: This election only applies to the Mandatory Distribution maximum amount. For other Plan provisions subject to a$5,000 limit, see election 56(g)(7) in Appendix B.]

(2)     Application of Rollovers to amount limit.In determining whether a Participant's Vested Account Balance exceeds theMandatory Distribution dollar limit in Election 45(b)(1), the Plan (Choose one of a. or b.):

a.       [X]    Disregards Rollover Contribution Account.

b.       [   ]    Includes Rollover Contribution Account.

(3)     [X]    Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):

a.       [X]    Only if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purposemust include any Rollover Contributions Account.

b.       [   ]    Specify lesser amount. Only if the amount of the Mandatory Distribution is at least: $(specify $1,000 or less), which for this purpose must include any Rollover Contributions Account.

(c)   [   ]    Required distribution at Normal Retirement Age. A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.

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46.  SEVERANCE DISTRIBUTION TIMING(6.01). Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator  will instruct the Trustee to distribute a Participant's Vested Account Balance as soon as is administratively practical following the time specified below (Choose one or more of (a) through (i) as applicable; choose (j) if applicable.):

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 46 no longer apply. See Section 6.01(B) and Election 50.]

				(1) Mandatory Distribution		(2) Distribution Requiring Consent
(a)	[X]		Immediate. Immediately following Severance from Employment.	[X]		[X]
(b)	[	]	Next Valuation Date. After the next Valuation Date following	[	]	[	]
			Severance from Employment.
(c)	[	]	Plan Year. In the Plan Year followingSeverance from Employment (e.g., next or fifth).	[	]	[	]
(d)	[	]	Plan Year quarter. In the Plan Year quarter followingSeverance from Employment (e.g., next or fifth).	[	]	[	]
(e)	[	]	Contribution Type Accounts. (specify timing) as to the Participant's Account(s) and (specify timing) as to the Participant's	[	]	[	]
			Account(s) (e.g., As soon as is practicalfollowing Severance from Employment as to the Participant's Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant's Nonelective and Matching Accounts).
(f)	[	]	Vesting controlled timing. If the Participant's total Vested Account Balance exceeds $, distribute (specify timing) and if the Participant's total Vested Account Balance does not	[	]	[	]
			exceed $, distribute (specify timing).
(g)	[	]	Distribute at Normal Retirement Age. As to a Mandatory Distribution, distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65. [Note: An election under column (2) only will have effect if thePlan's NRA is less than age 62.]	[	]	[	]
(h)	[	]	No buy-back/vesting controlled timing. Distribute as soon as is practical following Severance from Employment if the Participant is	[	]	[	]
			fully Vested. Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested.

(i)    [   ]    Describe Severance from Employment distribution timing:  __________________

[Note: The Employer under Election 46(i) may describe Severance from Employment distribution timing provisions from the elections available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance from Employment applies to Division A Employees OR to Employees hired on/before "x" date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type and Participant group (e.g., As to Division A Employees, immediate distribution after Severance from Employment applies as to Elective Deferral  Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 46(i) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required.]

(j)    [   ]    Acceleration. Notwithstanding any later specified distribution date in Election 46, a Participant may elect an earlier distribution following Severance from Employment (Choose (1) and (2) as applicable.):

(1)     [   ]    Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following

Severance from Employment.

(2)     [   ]    Hardship. If the Participant incurs a hardship under Section 6.07(B) following Severance from Employment.

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47.  IN-SERVICE DISTRIBUTIONS/EVENTS(6.01(C)). A Participant may elect an In-Service Distribution of the designatedContribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b).):

[Note: If the Employer elects any In-Service Distribution option, a Participant may elect to receive as many In-Service Distributions per Plan Year (with a minimum of one per Plan Year) as the Plan Administrator's In-Service Distribution form or policy may permit. If the form or policy is silent, the number of In-Service Distributions is not limited. Prevailing Wage Contributions are treated as Nonelective Contributions. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions.]

(a)   [   ]    None. The Plan does not permit any In-Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) Designated IRA Contributions. Also see Section 6.01(C)(4)(e) with regard to Rollover Contributions, Employee Contributions and DECs.

(b)   [X]    Permitted. In-Service Distributions are permitted as follows from the designated Contribution Type Accounts (Choose one or more of (1) through (9).):

[Note: Unless the Employer elects otherwise in Election (b)(9) below, Elective Deferrals under Election 47(b) includes Pre -Tax and RothDeferrals and Matching Contributions includes Additional Matching Contributions (irrespective of the Plan's ACP testing status).]

(1) All Contrib.				(2) Elective Deferrals	(3) Safe Harbor Contrib.	(4) QNECs	(5) QMACs	(6) Matching Contrib.		(7) Nonelective/ SIMPLE
(1)	[   ]	None. Except for Election 47(a) exceptions.	N/A (See Election 47(a))	[   ]	[   ]	[   ]	[   ]	[	]	[	]
(2)	[X]	Age (Choose one or both of a. and b.):
	a.	[X]   Age  59 1/2  (must be at least 59 1/2).	[X]   OR	[   ]	[   ]	[   ]	[   ]	[	]	[	]
	b.	[   ]  Age (maybe less than 59 1/2).	N/A	N/A	N/A	N/A	N/A	[	]	[	]
(3)	[X]	Hardship (Choose one or both of a. and b.):
	a.	[X]   Hardship (safe harbor).SeeSection 6.07(A).	N/A	[X]	N/A	N/A	N/A	[X]		[X]
	b.	[   ]  Hardship (non- safe harbor). SeeSection 6.07(B).	N/A	[   ]	N/A	N/A	N/A	[	]	[	]

(4)

[

]

Disability.

[   ]

OR

[   ]

[   ]

[   ]

[   ]

[

]

[

]

(5)

[

]

Yearcontributions. (specify minimum of two years) See Section6.01(C)(4)(a)(i).

N/A

N/A

N/A

N/A

N/A

[

]

[

]

(6)

[

]

___  months of participation.   (specify minimum of 60 months) See Section6.01(C)(4)(a)(ii).

N/A

N/A

N/A

N/A

N/A

[

]

[

]

(7)

[   ]

Qualified Reservist Distribution.  See Section 6.01(C)(4)(b)(iii).

N/A

[   ]

N/A

N/A

N/A

N/A

N/A

(8)

[X]

Deemed SeveranceDistribution.See Section 6.11.

[X]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

(9)     [   ]    Describe:  ______________

[Note: The Employer under Election 47(b)(9) may describe In-Service Distribution provisions from the elections available under Election47 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In-Service Distributions apply to Division B Employees

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OR to Employees hired after "x" date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 47(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits a s required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]

48.  IN-SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS(6.01(C)). The following additional conditions apply to In-ServiceDistributions under Election 47(b) (Choose one of (a) or (b).):

(a)   [   ]    Additional conditions. (Choose one or more of (1) through (3) as applicable.):

(1)     [   ]    100% vesting required. A Participant may not receive an In-Service Distribution unless the Participant is 100% Vested in the distributing Account. This restriction applies to (Choose one or more of a. or b.):

a.       [   ]    Hardship distributions. Distributions based on hardship.

b.       [   ]    Other In-Service. In-Service distributions other than distributions based on hardship.

(2)     [   ]    Minimum amount.A Participant may not receive an In-Service Distribution in an amount which is less than:
$(specify amount not exceeding $1,000).

(3)     [   ]    Describe other conditions:  __________________________

[Note: An Employer's election under Election 48(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

(b)   [X]    No other conditions. A Participant may elect to receive an In-Service Distribution upon any Election 47(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account.

49.  POST-SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS(6.03). A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 56(g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations.  (Choose one or more of (a) through (f) as applicable.):

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 49 no longer apply. See Section 6.01(B) and Election 50.]

(a)   [X]    Lump-Sum. See Section 6.03(A)(3).

(b)   [   ]    Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).

(c)   [X]    Installments. See Section 6.03(A)(4).

(d)   [   ]    Alternative Annuity: ______________________.See Section 6.03(A)(5).

[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 51(b)), the Employer may elect under 49(d) to offer one or more additional annuities (Alternative Annuity) to the Plan's QJSA, QPSA or QOSA. If the Employer elects under Election 51(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer should not elect to provide an Alternative Annuity under 49(d).]

(e)   [   ]    Ad-Hoc distributions. See Section 6.03(A)(6).

[Note: If an Employer elects to permit Ad-Hoc distributions the option must be available to all Participants.]

(f)    [   ]    Describe distribution method(s):  __________________

[Note: The Employer under Election 49(f) may describe Severance from Employment distribution methods from the elections available under Election 49 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired  after "x" date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before "x" date are distributable in a Lump -Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump-Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with  the terms of this Plan).An Employer's election under  Election 49(f) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required.]

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50.  BENEFICIARY DISTRIBUTION ELECTIONS(6.01(B)).  Distributions following a Participant's death will be made as follows(Choose one of (a), (b), or (c); choose (d) if applicable.):

(a)   [   ]    Immediate. As soon as practical following the Participant's death.

(b)   [   ]    Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death.

(c)   [X]    As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 6.02.

(d)   [   ]    Describe:  _________________

[Note: The Employer under Election 50(d) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under election 50(c), or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 50(d) must require distribution to commence no later than the Section 6.02 required date.]

51.  JOINT AND SURVIVOR ANNUITY REQUIREMENTS(6.04). The joint and survivor annuity distribution requirements of Section6.04 (Choose one of (a) or (b).):

(a)   [X]    Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any otherParticipants (or to a portion of their Account as described in Section 6.04(G)) (Complete (1).):

(1)     One-year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under the profit sharing exception (Choose one of a. or b.):

a.       [   ]    Applies. The one-year marriage rule applies.

b.       [X]    Does not apply. The one-year marriage rule does not apply.

(b)   [   ]    Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1).):  

(1)     One-year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.):

a.       [   ]    Applies. The one-year marriage rule applies.

b.       [   ]    Does not apply. The one-year marriage rule does not apply.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

52.  ALLOCATION OF EARNINGS(7.04(B)). For each Contribution Type provided under the Plan, the Plan allocates Earnings using the following method (Choose one or more of (a) through (f). Choose Contribution Type as applicable.):

[Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 52(f).]

(1)	(2)	(3)	(4)
	Elective Deferrals/
All Contributions	Employee Contributions	Matching Contributions	Nonelective Contributions

(a)

[X]

Daily. See Section 7.04(B)(4)(a).

[X]

OR

[

]

[

]

[

]

(b)

[

]

Balance forward. See Section 7.04(B)(4)(b).

[

]

OR

[

]

[

]

[

]

(c)

[

]

Balance forward with adjustment. See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of theValuation Period % of the contributions made during the following Valuation Period: _________.

[

]

OR

[

]

[

]

[

]

(d)

[

]

Weighted average. See Section7.04(B)(4)(d).  If not a monthly weighting period, the weighting period is:________

[

]

OR

[

]

[

]

[

]

(e)

[X]

Participant-Directed Account method. See Section 7.04(B)(4)(e).

[X]

OR

[

]

[

]

[

]

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(f)    [   ]    Describe Earnings allocation method:  ______________________

[Note: The Employer under Election 52(f) may describe Earnings allocation methods from the elections available under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after "x" date. Balance forward applies to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 52(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

53.  VALUATION OF TRUST(8.02(C)(4)). In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation Date(s) (Choose one or more of (a) through (d). Choose Contribution Type as applicable.):

[Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 53(d).]

		(1) All Contributions		(2) Elective Deferrals/ Employee Contributions	(3) Matching Contributions	(4) Nonelective Contributions
(a)	[   ]	No additional Valuation Dates.                             [   ]	OR	[   ]	[   ]	[   ]
(b)	[X]	Daily Valuation Dates. Each business day            [X]	OR	[   ]	[   ]	[   ]
		of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee is conducting business.
(c)	[   ]	Last day of a specified period. The                       [   ] last day of each of the Plan Year.	OR	[   ]	[   ]	[   ]

(d)   [   ]    Specified Valuation Dates:   _______________________

[Note: The Employer under Election 53(d) may describe Valuation Dates from the elections available under Election 53 and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x" date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election53(d) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory. ]

ARTICLE XII

MULTIPLE EMPLOYER PLAN

54.  MULTIPLE EMPLOYER PLAN(12.01/12.02/12.03). The Employer makes the following elections regarding the Plan's MultipleEmployer Plan status and the application of Article XII (Choose one of (a) or (b).):

(a)   [X]    Not applicable. The Plan is not a Multiple Employer Plan and Article XII does not apply.

(b)   [   ]    Applies. The Plan is a Multiple Employer Plan and the Article XII Effective Date is: . The Employer makes the following additional elections (Choose (1) if applicable.):

(1)     [   ]    Participating Employer may modify. See Section 12.03. A Participating Employer in the Participation Agreement may modify Adoption Agreement elections applicable to each Participating Employer (including electing to not applyAdoption Agreement elections) as follows (Choose one of a. or b. Choose c. if applicable.):

a.       [   ]    All. May modify all elections.

b.       [   ]    Specified elections. May modify the following elections: (specify by election number).

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c.       [   ]    Restrictions. May modify subject to the following additional restrictions:   _____________(Specify restrictions.  Any restrictions must be definitely determinable and may not violate Code §412 or the regulations thereunder.).

[Note: If Election (b)(1) above is not chosen, Participating Employers may not modify any Adoption Agreement elections.  The Participation Agreement must be consistent with this Election 54(b)(1). Any Participating Employer election in the Participation Agreement which is not permitted under this Election54(b)(1) is of no force or effect and the applicable election in the Adoption Agreement applies.]

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EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

Employer: Monro Muffler Brake, Inc.

Date: December 3, 2014

Signed:  /s/ Catherine D’Amico, CFO

____________________________

[print name/title]

The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Volume Submitter Plan and Trust. If the Employer under Elections 5(c) or 5(e) will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s): Wells Fargo Bank, N.A.

Date: December 3, 2014

Signed:  John F. Leo, V.P Relationship Manager

_____________________________

[print name/title]

Nondiscretionary Trustee(s):_________

Date: ___________________________

Signed: _________________________

_____________________________

[print name/title]

Custodian(s) (Optional):  ___________

Date: ___________________________

Signed: _________________________

_____________________________

[print name/title]

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document reference d by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective.]

Volume Submitter Plan Sponsor. The Volume Submitter Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Volume Submitter Plan or of any abandonment or discontinuance by the Volume Submitter Plan Sponsor of its maintenance of this Volume Submitter Plan. For inquiries regarding the adoption of the Volume Submitter Plan, the Volume Submitter Plan Sponsor's intended meaning of any Plan provisions or the effect of the Advisory Letter issued to the Volume Submitter Plan Sponsor, please contact the Volume Submitter Plan Sponsor at the following address and telephone number: 1525West W.T. Harris Blvd, Charlotte, North Carolina 28288, 800-669-5812                                                                                                           .

Reliance on Sponsor Advisory Letter. The Volume Submitter Plan Sponsor has obtained from the IRS an Advisory Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Advisory Letter, Code §401. An adopting Employer may rely on the Volume Submitter Sponsor's IRS Advisory Letter only to the extent provided in Rev. Proc. 2011-49. The Employer may not rely on the Advisory Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Advisory Letter and in Rev. Proc. 2011-49 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

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APPENDIX A

SPECIAL RETROACTIVE OR PROSPECTIVE EFFECTIVE DATES

55.  SPECIAL EFFECTIVE DATES(1.20). The Employer elects or does not elect Appendix A special Effective Date(s) as follows.(Choose (a) or one or more of (b) through (s) as applicable.):

[Note: If the Employer elects 55(a), do not complete the balance of this Election 55.]

(a)   [X]    Not applicable. The Employer does not elect any Appendix A special Effective Dates.

[Note: The Employer may use this Appendix A to specify an Effective Date for one or more Adoption Agreement elections which does not correspond to the Plan's new Plan or Restated Plan Effective Date under Election 4. As to Restated Plans, for period s prior to: (i) the below-specified special Effective Date(s); or (ii) the Restated Plan's general Effective Date under Election 4, as applicable, the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions.]

(b)   [   ]    Trustee (1.67). The Trustee provisions under Election 5 or Appendix C are effective:  .

(c)   [   ]    Contribution Types (1.12). The Contribution Types under Election(s) 6 are effective: .  

(d)   [   ]    Excluded Employees (1.22(D)). The Excluded Employee provisions under Election(s) 8 are effective: ____________

(e)   [   ]    Compensation (1.11). The Compensation definition under Election(s) (specify 9-11 as applicable) are effective:_____________

(f)    [   ]    Hour of Service/Elective Service Crediting (1.32/1.59(C)). The Hour of Service and/or elective Service crediting provisions under Election(s) (specify 12-13 as applicable) are effective: .

(g)   [   ]    Eligibility (2.01-2.03). The eligibility provisions under Election(s) (specify 14-19 as applicable) are effective:______________.

(h)   [   ]    Elective Deferrals (3.02(A)-(D)). The Elective Deferral provisions under Election(s) (specify 20-23 as applicable) are effective: .

(i)    [   ]    Matching Contributions (3.03). The Matching Contribution provisions under Election(s) (specify 24-26 as applicable)

are effective: .

(j)    [   ]    Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s)  (specify 27-29 as applicable) are effective: .

(k)   [   ]    401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30 are effective:_________________.

(l)    [   ]    Allocation conditions (3.06). The allocation conditions under Election(s) (specify 31-32 as applicable) are effective:_________.

(m)  [   ]    Forfeitures (3.07). The forfeiture allocation provisions under Election(s) 33 are effective:____________.

(n)   [   ]    Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 36 are effective:

(o)   [   ]    Testing elections (4.06(B)). The testing elections under Election(s) 38 are effective: .  

(p)   [   ]    Vesting (5.03). The vesting provisions under Election(s) (specify 39-44 as applicable) are effective:_________________.

(q)   [   ]    Distributions (6.01, 6.03 and 6.04). The distribution elections under Election(s)  (specify 45-51 as applicable) are effective:_________.

(r)    [   ]    Earnings/Trust valuation (7.04(B)/8.02(C)(4)).  The Earnings allocation and Trust valuation provisions underElection(s)  ______________ (specify 52-53 as applicable) are effective:  .

(s)   [   ]    Special Effective Date(s) for other elections (specify elections and dates):    .

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APPENDIX B

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

56.  BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a)or choose one or more of (b) through (l) as applicable.):

[Note: If the Employer elects 56(a), do not complete the balance of this Election 56.]

(a)   [   ]    Not applicable. The Employer does not elect to override any basic plan provisions.

[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 55(s)) to specify a special Effective Date for any override provision the Employer elects in this Election 56. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.]

(b)   [X]    Definition (Article I) overrides. (Choose one or more of (1) through (8) as applicable.):

(1)     [X]    W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)).  W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.

(2)     [   ]    Alternative (general) 415 Compensation (1.11(B)(4)).  The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation.

(3)     [   ]    Inclusion of Deemed 125 Compensation (1.11(C)).  Compensation under Section 1.11 includes Deemed 125Compensation.

(4)     [   ]    Pre-Regulatory inclusion of Post-Severance Compensation (1.11(I) and 4.05(F)). Prior to the first Limitation Year beginning on or after July 1, 2007 (the Effective Date of the final 415 regulations), the Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(F) as follows (Choose one or both of a. and b.):

a.       [   ]    Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005).

b.       [   ]    Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation):   . This provision applies effective as of (specify a date which is no earlier than January 1,2002).

(5)     [   ]    Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.):

a.       [   ]    NHCEs only. Apply only to disabled NHCEs.

b.       [   ]    All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: _________ (specify a fixed or determinable period).

(6)     [   ]    Treatment of Differential Wage Payments (1.11(L)). In lieu of the provisions of Section 1.11(L), the Employer elects the following (Choose one or more of a., b., c., and d. as applicable.):

a.       [   ]    Effective date. The inclusion is effective for Plan Years beginning after (may not be earlier than December 31, 2008).

b.       [   ]    Elective Deferrals only. The inclusion only applies to Compensation for purposes of Elective Deferrals.

c.[   ]    Not included. The inclusion does not apply to Compensation for purposes of any Contribution Type.

d.       [   ]    Other:  _______ (specify other Contribution Type Compensation which includes Differential Wage Payments)

(7)     [   ]    Leased Employees (1.22(B)). (Choose one or both of a. and b. if applicable.):

a.       [   ]    Inclusion of Leased Employees (1.22(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees:  __________(specify Contribution Types).

b.       [   ]    Offset if contributions to leasing organization plan (1.22(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows:   __________

[Note: The election of an offset under this Election 56(b)(7)b. may require that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing.]

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(8)     [   ]    Inclusion of Reclassified Employees (1.22(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): _______(specify Contribution Types and/or categories of Reclassified Employees).

(c)   [   ]    Rule of parity - participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D).

(d)   [   ]    Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (9) as applicable.):  

(1)     [   ]    Roth overrides. (Choose one or more of a., b., c., or d. as applicable.):

a.       [   ]    Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)).  The Employer elects to treat AutomaticDeferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre-Tax Deferrals.

b.       [   ]    In-Plan Roth Rollovers limited to In-Service only (3.08(E)(2)(a)). Only Participants who are Employees may elect to make an In-Plan Roth Rollover Contribution.

c.       [   ]    Vested In-Plan Roth Rollovers (3.08(E)(2)(b)). Distributions related to In-Plan Roth Rollovers may only be made from accounts which are fully Vested.

d.       [   ]    Source of In-Plan Roth Rollover Contribution (3.08(E)(3)(b)). The Plan permits an In-Plan Roth Rollover only from the following qualifying sources (Choose one or more.):

(i)      [   ]    Elective Deferrals

(ii)     [   ]    Matching Contributions (including any Safe Harbor Matching Contributions and Additional MatchingContributions)

(iii)   [   ]    Nonelective Contributions

(iv)    [   ]    QNECs (including any Safe Harbor Nonelective Contributions)

(v)     [   ]    Rollovers

(vi)    [   ]    Transfers

(vii)  [   ]    Other:  _______________(specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

(2)     [   ]    No offset of Safe Harbor Contributions to other allocations (3.05(E)(12)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non-SafeHarbor Nonelective Contribution.

(3)     [   ]    Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.):

a.       [   ]    No pro-ration. Will not pro-rate Hours of Service in any short allocation period.

b.    [   ]    Pro-ration based on months. Will pro-rate any Hour of Service requirement based on the number of months in theshort allocation period.

(4)     [   ]    Limited waiver of allocation conditions for rehired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to rehired Participants in the Plan Year they resume participation, as described in Section 3.06(G).

(5)     [   ]    Associated Match forfeiture timing (3.07(A)(1)(c)).  Forfeiture of associated matching contributions occurs in theTesting Year.

(6)     [   ]    Safe Harbor top-heavy exempt fail-safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), and (c) under Section

3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (b), (c), and (a).):    .

(7)     [   ]    HEART Act continued benefit accrual (3.11(K)).  The Employer elects to apply the benefit accrual provisions of Section 3.11(K). The provisions are effective as of (Choose one of a. or b.; and choose c. if the provisions no longer are effective.):

a.       [   ]    2007 Effective Date. The first day of the 2007 Plan Year.

b.       [   ]    Other Effective Date.  (may not be earlier than the first day of the 2007 Plan Year).  

c.       [   ]    No longer effective. The provisions no longer apply effective as of  .

(8)     [   ]    Classifications allocation formula (3.04(B)(3)). If a Participant shifts from one classification to another during a Plan

Year, the Plan Administrator will apportion the Participant's allocation during that Plan Year (Choose one of a., b., or c.):

a.       [   ]    Months in each classification. Pro rata based on the number of months the Participant spent in each classification.

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b.       [   ]    Days in each classification. Pro rata based on the number of days the Participant spent in each classification.

c.       [   ]    One classification only. The Employer in a nondiscriminatory manner will direct the Plan Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.

(9)     [   ]    Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable.):

a.       [   ]    Re-order tiers.Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order).

b.       [   ]    Hours of Service tie-breaker. Apply the greatest Hours of Service as the tie-breaker within a suspension tier in lieu of applying the lowest Compensation.

c.       [   ]    Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering).

(e)   [X]    Testing (Article IV) overrides. (Choose one or both of (1) and (2) as applicable.):

(1)     [   ]    First few weeks rule for Code §415 testing Compensation (4.05(F)(1)). The Plan applies the first few weeks rule inSection 4.05(F)(1).

(2)     [X]    Post-Severance Compensation for Code §415 testing Compensation (4.05(F)). The Employer elects the following adjustments to Post-Severance Compensation for purposes of determining 415 testing Compensation (Choose one or more of a. through d.):

[Note: Under the basic plan document, if the Employer does not elect any adjustments, post-severance compensation includes leave cashouts and deferred compensation, and excludes military and disability continuation payments.]

a.       [X]    Exclude leave cash-outs. See Section 1.11(I)(1)(b).

b.       [X]    Exclude deferred compensation. See Section 1.11(I)(1)(c).

c.       [X]    Include salary continuation for military service. See Section 1.11(I)(2).

d.       [X]    Include salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (i) or (ii).):

(i)      [   ]    For Nonhighly Compensated Employees only.

(ii) [X]    For all Participants. In which case the salary continuation will continue for the following fixed or determinable period: as determined by the Employer                                                                                         .

(f)    [   ]    Vesting (Article V) overrides. (Choose one or more of (1) through (6) as applicable.):

(1)     [   ]    Application of non-top-heavy vesting and top-heavy vesting (5.03(A)(2)).  The Employer makes the following elections regarding the application of non-top-heavy vesting and top-heavy vesting (Choose a., b., and c. as applicable.):

a.       [   ]    Election of non-top-heavy vesting. As to Plan Years where permitted and in such Plan Years when the Plan is nottop-heavy, the following vesting schedule(s) apply. See Section 5.03(B). (Choose one or more of (i), (ii), or (iii) asapplicable and complete (iv) and (v).):

(i)      [   ]    5-year cliff.

(ii)   [   ]    7-year graded.

(iii)   [   ]    Modified non-top-heavy. A modified non-top-heavy schedule as follows: _________________

[Note: A modified non-top-heavy schedule must satisfy Code §411(a)(2).]

(iv)   Application to Contribution Types. Apply the elected non-top-heavy vesting schedule (Choose one of A. or B.):

A.    [   ]    All. To all Contribution Types subject to vesting (other than QACA Safe Harbor Contributions).

B.    [   ]    Describe application to affected Contribution Type(s):  ________________

(v)Application of top-heavy and non-top-heavy schedules. (Choose one of A. or B.):

A.    [   ]    Apply top-heavy schedule in all Plan Years once top-heavy.

B.    [   ]    Apply top-heavy schedule only in top-heavy Plan Years.

b.       [   ]    Election to eliminate HOS requirement post-EGTRRA or post-PPA for top-heavy vesting. The top-heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).):

(i)      [   ]    No post-EGTRRA HOS requirement for Matching. To all Participants even if they do not have one Hourof Service in a Plan Year beginning after December 31, 2001.

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(ii)     [   ]    No post-PPA HOS requirement for affected other Employer Contributions. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2006.

c.       [   ]    Election to apply top-heavy vesting only as to post-EGTRRA or post-PPA contributions.  The top-heavyvesting schedule(s) apply (Choose one or both of (i) and (ii).):

(i)      [   ]    Post-EGTRRA Matching Contributions. Only to Regular Matching Contributions and Additional Matching Contributions made in Plan Years beginning after December 31, 2001 and to the associatedEarnings.

(ii)     [   ]    Post-PPA other Employer Contributions.  Only to non-Matching Contributions made in Plan Years beginning after December 31, 2006, and to the associated Earnings.

(2)     [   ]    Alternative "grossed-up" vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).

(3)     [   ]    Source of Cash-Out forfeiture restoration (5.04(B)(5)). To restore a Participant's Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following  order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution):    .

(4)     [   ]    Deemed Cash-Out of 0% Vested Participant (5.04(C)). The deemed cash-out rule of Section 5.04(C) does not apply to the Plan.

(5)     [   ]    Accounting for Cash-Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section5.04(D)(2), the Plan Administrator will account for a Participant's Account Balance attributable to a Cash -Out repayment(Choose one of a. or b.):

a.       [   ]    Nonelective rule. Under the nonelective rule.

b.       [   ]    Rollover rule. Under the rollover rule.

(6)     [   ]    One-year hold-out rule - vesting (5.06(D)). The one-year hold-out Break in Service rule under Code §411(a)(6)(B)applies.

(g)   [X]    Distribution (Article VI) overrides. (Choose one or more of (1) through (9) as applicable.):

(1)     [   ]    Restriction on In-Service Rollover Distributions (6.01(C)). A Participant shall be entitled to receive a distribution ofRollover Contributions, Employee Contributions and DECs (Choose one or more of a. through d. as applicable.):

a.       [   ]    Deferrals. Under the same provisions which apply to Elective Deferrals.

b.       [   ]    Match. Under the same provisions which apply to Matching Contributions.

c.       [   ]    Nonelective. Under the same provisions which apply to Nonelective Contributions.

d.       [   ]    Other:  ___________________

[Note: The Employer under Election 56(g)(1)d. may describe In-Service Rollover Distribution restrictions using the options available for In-Service Distributions under Election 47 and/or a combination thereof as to all Participants or as to any: (i) Participant group (e.g., Division A Rollover Accounts are distributable at age 59 1/2 OR Rollover Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In-Service Rollover Distributions apply to Division B Employees OR to Employees hired after "x" date). An Employer's election under Election 56(g)(1)d. must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]

(2)     [   ]    Elections related to In-Plan Roth Rollovers (6.01(C)(7)). (Choose one or more of a. through c. as applicable.):

a.       [   ]    In-Service Roth Rollover events. The Employer elects to permit In-Service Distributions under the following conditions solely for purposes of making an In-Plan Roth Rollover Contribution (Choose one or more of (i) through (iv); select (v) if applicable.):

(i)      [   ]    Age. The Participant has attained age  .

(ii)     [   ]    Participation. The Participant has months of participation (specify minimum of 60 months). Section6.01(C)(4)(a)(ii).

(iii)   [   ]    Seasoning. The amounts being distributed have accumulated in the Plan for at least years (at least 2).See Section 6.01(C)(4)(a)(i).

(iv)    [   ]    Other (describe): _____________(must be definitely determinable and not subject to Employer discretion (e.g., age 50, but only with respect to Nonelective Contributions, and not Matching Contributions))

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[Note: Regardless of any election above to the contrary, In-Plan Roth Rollover Contributions are not permitted from a Participant's Elective Deferral Account, Qualified Matching Contribution Account, Qualified Nonelective Contribution Account and accounts attributable to Safe Harbor Contributions prior to age 59 1/2.]

(v)     [   ]  Distribution for withholding.  A Participant may elect to have a portion of the amount that may be distributed as an In-Plan Roth Rollover Contribution distributed solely for purposes of federal or state income tax withholding related to the In-Plan Roth Rollover Contribution.

b.       [   ]    Minimum amount. The minimum amount that may be rolled over is (may not exceed $1,000).

c.       [   ]    No transfer of loans. Loans may not be distributed as part of an In-Plan Roth Rollover Contribution. (if not selected, any loans may be transferred)

(3)     [   ]    Elections related to Required Minimum Distributions. (Choose one or more of a. through c. as applicable.):

a.       [   ]    RMD overrides if Participant dies before DCD (6.02(B)(1)(e)). If the Participant dies before the DCD and the Beneficiary is a designated Beneficiary, the RMD distribution rules are modified as follows (Choose one of (i) through (iv).):

(i)    [   ]    Election of 5-year rule. If a Designated Beneficiary does not make a timely election, the 5-year rule applies in lieu of the Life Expectancy rule.

(ii)     [   ]    Life Expectancy rule. The Life Expectancy rule applies to the Designated Beneficiary. See Section6.02(B)(1)(d).

(iii)   [   ]    5-year rule. The 5-year rule applies to the Beneficiary. See Section 6.02(B)(1)(c).

(iv)    [   ]    Other:   ____________(Describe, e.g., the 5-year rule applies to all Beneficiaries other than a surviving spouse Beneficiary.)

b.       [   ]    RBD definition (6.02(E)(7)(c)).In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the PlanAdministrator (Choose one of (i) or (ii).):

(i)    [   ]    SBJPA definition indefinitely. Indefinitely will apply the pre-SBJPA RBD definition.

(ii)     [   ]    SBJPA definition to specified date. Will apply the pre-SBJPA definition until (the stated date may not be earlier than January 1, 1997), and thereafter will apply the RBD definition in Sections6.02(E)(7)(a) and (b).

c.       [   ]    2009 RMD waiver elections (6.02(F)). In lieu of the 2009 RMDs suspension (subject to a Participant or Beneficiary election to continue), as provided in Section 6.02(F) (Choose one of (i) through (iii) if applicable. Choose (iv) or (v) if applicable.):

(i)      [   ]    RMDs continued unless election. 2009 RMDs are continued as provided in Section 6.02(F)(2), unless aParticipant or Beneficiary otherwise elects.

(ii)     [   ]    RMDs continued - no election. 2009 RMDs are continued as provided in Section 6.02(F)(3), without regard to a waiver. No election is available to Participants or Beneficiaries.

(iii)   [   ]    Other:   _______________(Describe, e.g., the Plan suspended 2009 RMDs and did not offer an election or the Plan changed from one treatment of 2009 RMDs to another treatment during 2009.)

Treatment as Eligible Rollover Distribution. For purposes of 2009 RMDs, the Plan also will treat the following distributions as Eligible Rollover Distributions (Choose (iv) or (v), if applicable. If the Employer elects neither (iv) nor (v), then a direct rollover for 2009 will be offered only for distributions that would be Eligible Rollover Distributions without regard to Code §401(a)(9)(H).):

(iv)    [   ]    2009 RMDs and Extended 2009 RMDs, both as defined in Section 6.02(F).

(v)     [   ]    2009 RMDs, as defined in Section 6.02(F), but only if paid with an additional amount that is an Eligible  Rollover Distribution without regard to Code §401(a)(9)(H).

(4)     [X]    Distribution Methods (Choose one or both of a. and b. if applicable.):

a.       [   ]    Default Distribution Methods (6.03(B)(2)). If a Participant or Beneficiary does not make a timely election as todistribution method and timing the Plan Administrator will direct the Trustee to distribute using the followingmethod and timing:  _________ (Describe, e.g., Installments sufficient to satisfy RMD beginning at the Required Beginning Date. The selectedmethod and timing must not be discriminatory and must be an option the plan makes available to participantsand/or beneficiaries.)

b. [X]    Beneficiary Distribution Methods (6.03(A)(2)). The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution:

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(i)      [X]    Lump-Sum. See Section 6.03(A)(3).

(ii)  [X]    Installments sufficient to satisfy RMD. See Section 6.03(A)(4)(a).

(iii)  []    Ad-Hoc sufficient to satisfy RMD. See Section 6.03(A)(6).

(iv)  []    Other:   _____________(Describe, e.g., Lump-Sum or Installments for surviving spouse Beneficiaries, Lump-Sum only for all other Beneficiaries.)

(5)     [   ]    Annuity Distributions (6.04). (Choose one or both of a. and b. if applicable.):

a.       [   ]    Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be  %. (Specify a percentagebetween 50% and 100%.)

b.       [   ]    Modification of QPSA (6.04(B)(2)). The QPSA percentage will be %. (Specify a percentage between 50%and 100%.)

(6)     [   ]    Hardship Distributions (6.07). (Choose one or both of a. and b. if applicable.):

a. [   ]    Restriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts.

b.       [   ]    Hardship acceleration.  The existence of a hardship occurring after Separation from Service/Severance fromEmployment will be determined under the non-safe harbor rules of Section 6.07(B).

(7)     [   ]    Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to "$5,000" will be $.  (Specify an amount less than $5,000.)

(8)     [   ]    Beneficiary's hardship need (6.07(H)). Effective (Specify date not earlier than August 17,2006), a Participant's hardship includes an immediate and heavy financial need of the Participant's primary DesignatedBeneficiary under the Plan, as described in Section 6.07(H).

(9)     [   ]    Non-spouse beneficiary rollover not permitted before required (6.08(G)). For distributions after December 31, 2006, and before  (Specify a date not later than January 1, 2010), the Plan does not permit a Designated Beneficiary other than the Participant's surviving spouse to elect to roll over a death benefit distribution.

(h)   [X]    Administrative overrides (Article VII). (Choose one or more of (1) through (7) as applicable.):

(1)     [   ]    Contributions  prior  to  accrual  or  precise  determination  (7.04(B)(5)(b)).  The Plan Administrator will allocateEarnings described in Section 7.04(B)(5)(b) as follows (Choose one of a., b., or c.):

a.       [   ]    Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.

b.       [   ]    Balance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).

c.       [   ]    Weighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).

(2)     [   ]    Automatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.

(3)     [   ]    Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least must elapse between Beneficiary designation changes.(Specify a period of time, e.g., 90 days OR 12 months.)

(4)     [X]    Definition of "spouse" (7.05(A)(5)). The following definition of "spouse" applies:  "Spouse" shall mean a person towhom a Participant is married under applicable law. Effective June 26, 2013, the term "spouse" includes an individualmarried to a person of the same sex if the individuals are lawfully married under state law. A marriage of same -sexindividuals that was validly entered into in a state whose laws authorize the marriage of two individuals of the same sexwill be recognized even if the married couple is domiciled in a state that does not recognize the validity of same -sexmarriages. The term "spouse" does not include individuals (whether of the opposite sex or the same sex) who haveentered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state lawthat is not denominated as a marriage under the laws of that state, and the term "marriage" does not include such formalrelationships. For purposes of this Section, the term "state" means any domestic or foreign jurisdiction having the legalauthority to sanction marriages.  (Specify a definition.)

(5)     [   ]    Administration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply:  ____________________ (Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)

(6)     [   ]    Subsequent restoration of forfeiture-sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order (Specify, in order, one or more of the following:Forfeitures, Employer Contribution, Trust Fund Earnings.)

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(7)     [   ]    State law (7.10(H)). The law of the following state will apply: (Specify one of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)

(i)    [X]    Trust and insurance overrides (Articles VIII and IX). (Choose one or more of (1) through (3) if applicable.):

(1)     [X]    Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Plan limit on investment in qualifying Employer securities/real property is 25%. In addition, any Participant whose job classificationis Vice President or higher may not invest any of his or her account balance in qualifying Employer securities  %. (Specify a percentage which is less than 100%.)

(2)     [   ]    Provisions relating to insurance and insurance company (9.08). The following provisions apply:  ________

(Specify such language as necessary to accommodate life insurance Contracts the Plan holds.)

[Note: The provisions in this Election 56(i)(2) may override provisions in Article IX of the Plan, but must be consistent with all other provisions of the Plan.]

(3)     [   ]    Cross-pay when more than one entity adopts Plan not applicable (8.12). The cross-pay provisions of Section 8.12 do not apply.

(j)    [   ]    Code Section 415 (Article XI) override (11.02(A)(1), 4.02(F)). Because of the required aggregation of multiple plans, to satisfy Code §415, the following overriding provisions apply:  _________(Specify such language as necessary to satisfy §415, e.g., the Employer will reduce Additional Additions to this plan before reducing Annual Additions to other plans.)

(k)   [   ]    Code Section 416 (Article XI) override (11.02(A)(1), 10.03(D)). Because of the required aggregation of multiple plans, to satisfy Code §416, the following overriding provisions apply:  _________(Specify such language as necessary to satisfy §416, e.g., If an Employee participates in this Plan and another Plan the Employer maintains, the Employer will satisfy any Top-Heavy Minimum Allocation in this Plan and not the other plan.)

(l)    [   ]    Multiple Employer Plan (Article XII) overrides. (Choose (1) if applicable.):

(1)     [   ]    No involuntary termination for Participating Employer (12.11). The Lead Employer may not involuntarily terminate the participation of any Participating Employer under Section 12.11.

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APPENDIX C

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS

57.  [X]    INVESTMENT IN GROUP TRUST FUND(8.09). The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds under Section 8.02(A)( 3)), may invest in any of the following group trust funds:  The Monro Muffler Brake, Inc. Stock Fund is required to be available to Participants as aninvestment choice pursuant to the terms of the Plan. No provision of the Plan is to be construed to confer discretion or authority in theTrustee or any fiduciary to remove the Monro Muffler Brake, Inc. Stock Fund as an investment choice or to limit Participants' access toinvest therein. The Monro Muffler Brake, Inc. Stock Fund shall be invested primarily in Employer Stock. The Employer shall direct theTrustee as to the amount of the Monro Muffler Brake, Inc. Stock Fund that should be invested in cash or short-term securities to meet theliquidity needs of the Fund ("Liquidity Component") and the identity of such short-term investments.  The Trustee shall have no discretionas to the amount or investment of the Liquidity Component.                                                                                                                              . (Specify the names of one or more group trust funds in which the Plan can invest.)

[Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund authorized by an independent Named Fiduciary.]

58.  [   ]    DUTY TO COLLECT(8.02(D)(1)).   is hereby appointed as a Trustee for the Plan, and is referred to as the Special Trustee. The sole responsibility of the Special Trustee is to collect contributions the Employer owes to the Plan. No other Trustee has any duty to ensure that the contributions received comply with the provisions of the Plan or is obliged to collect any contributions from the Employer. No Trustee, other than the Special Trustee, is obliged to ensure that funds deposited are de posited according to the provisions of the Plan. The Special Trustee will execute a form accepting its position and agreeing to its obligations hereunder.

59.  [   ]    PERMISSIBLE TRUST AMENDMENTS(8.11). The Employer makes the following amendments to the Trust as permitted under Rev. Proc. 2011-49, Sections 5.09 and 14.04 (Choose one or more of (a) through (c) as applicable.):

[Note: Any amendment under this Election 59 must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 59 to substitute another pre-approved trust for the Trust. See Election 5(c) as to a substitute trust.]

(a)   [   ]    Investments. The Employer amends the Trust provisions relating to Trust investments as follows:

.  

(b)   [   ]    Duties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as follows:

.  

(c)    [   ]    Other administrative provisions. The Employer amends the other administrative provisions of the Trust as follows:

.

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APPENDIX D

TABLE I: ACTUARIAL FACTORS

UP-1984

Without Setback

Number of years
from attained age
at the end of Plan Year until
Normal Retirement Age	7.50%	8.00%	8.50%
0	8.458	8.196	7.949
1	7.868	7.589	7.326
2	7.319	7.027	6.752
3	6.808	6.506	6.223
4	6.333	6.024	5.736
5	5.891	5.578	5.286
6	5.480	5.165	4.872
7	5.098	4.782	4.491
8	4.742	4.428	4.139
9	4.412	4.100	3.815
10	4.104	3.796	3.516
11	3.817	3.515	3.240
12	3.551	3.255	2.986
13	3.303	3.014	2.752
14	3.073	2.790	2.537
15	2.859	2.584	2.338
16	2.659	2.392	2.155
17	2.474	2.215	1.986
18	2.301	2.051	1.831
19	2.140	1.899	1.687
20	1.991	1.758	1.555
21	1.852	1.628	1.433
22	1.723	1.508	1.321
23	1.603	1.396	1.217
24	1.491	1.293	1.122
25	1.387	1.197	1.034
26	1.290	1.108	0.953
27	1.200	1.026	0.878
28	1.116	0.950	0.810
29	1.039	0.880	0.746
30	0.966	0.814	0.688
31	0.899	0.754	0.634
32	0.836	0.698	0.584
33	0.778	0.647	0.538
34	0.723	0.599	0.496
35	0.673	0.554	0.457
36	0.626	0.513	0.422
37	0.582	0.475	0.389
38	0.542	0.440	0.358
39	0.504	0.407	0.330
40	0.469	0.377	0.304
41	0.436	0.349	0.280
42	0.406	0.323	0.258
43	0.377	0.299	0.238
44	0.351	0.277	0.219
45	0.327	0.257	0.202

Note: A Participant's Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant's age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant's attainment of Normal Retirement Age, the factor for "zero" years applies.

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APPENDIX D

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP-1984

Without Setback

Normal Retirement Age	7.50%	8.00%	8.50%
55	1.2242	1.2147	1.2058
56	1.2043	1.1959	1.1879
57	1.1838	1.1764	1.1694
58	1.1627	1.1563	1.1503
59	1.1411	1.1357	1.1305
60	1.1188	1.1144	1.1101
61	1.0960	1.0925	1.0891
62	1.0726	1.0700	1.0676
63	1.0488	1.0471	1.0455
64	1.0246	1.0237	1.0229
65	1.0000	1.0000	1.0000
66	0.9752	0.9760	0.9767
67	0.9502	0.9518	0.9533
68	0.9251	0.9274	0.9296
69	0.8998	0.9027	0.9055
70	0.8740	0.8776	0.8810
71	0.8478	0.8520	0.8561
72	0.8214	0.8261	0.8307
73	0.7946	0.7999	0.8049
74	0.7678	0.7735	0.7790
75	0.7409	0.7470	0.7529
76	0.7140	0.7205	0.7268
77	0.6874	0.6942	0.7008
78	0.6611	0.6682	0.6751
79	0.6349	0.6423	0.6494
80	0.6090	0.6165	0.6238

Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant's Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.

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PPD ADOPTION AGREEMENT

ADMINISTRATIVE CHECKLIST

December 8, 2014

This Administrative Checklist ("AC") is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist ("SFC") in preparing the Plan's SPD and some administrative forms, such as the Loan Policy, if applicable.

The plan document preparer need not complete the AC but may find it useful to do so. The preparer may modify the AC, including adding items, without affecting reliance on the Plan's opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator's administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.

The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre-dating the specified date.

AC1.   PLAN LOANS(7.06). The Plan permits or does not permit Participant Loans as follows (Choose one of (a) or (b).):  

(a)   [   ]  Does not permit.

(b)   [X]  Permitted pursuant to the Loan Policy. See SFC Election 74 to complete Loan Policy.

AC2.   PARTICIPANT DIRECTION OF INVESTMENT(7.03(B)). The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b).):

(a)   [   ]  Does not permit. The Plan does not permit Participant direction of investment of any Account.

(b)   [X]  Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4).):  

(1)   Accounts affected. (Choose a. or choose one or more of b. through f.):

a.   [X]  All Accounts.

b.   [   ]  Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.

c.   [   ]  All Nonelective Contribution Accounts.

d.   [   ]  All Matching Contribution Accounts.

e.   [   ]  All Rollover Contribution and Transfer Accounts.

f.    [   ]   Specify Accounts:  ________

(2)   Restrictions on Participant direction (Choose one of a. or b.):

a.   [   ]  None. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.

b.   [X]  Restrictions: No Participant shall be permitted to invest more than 25% of his total account balance in theEmployer's Stock Fund. In addition, any Participant whose job classification is Vice President or higher may notinvest any of his or her account balance in the Employer's Stock Fund.

(3)   ERISA §404(c). (Choose one of a. or b.):

a.   [X]  Applies.

b.   [   ]  Does not apply.

(4)   QDIA (Qualified Default Investment Alternative). (Choose one of a. or b.):

a.   [   ]  Applies. See SFC Election 122 for details.

b.   [   ]  Does not apply.

AC3.   ROLLOVER CONTRIBUTIONS(3.08). The Plan permits or does not permit Rollover Contributions as follows (Choose one of(a) or (b).):

(a)   [   ]  Does not permit.

(b)   [X]  Permits. Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2).):  

(1)   Who may roll over. (Choose one of a. or b.):

a.   [   ]  Participants only.

b.   [X]  Eligible Employees or Participants.

(2)   Sources/Types. The Plan will accept a Rollover Contribution (Choose one of a. or b.):

a.   [   ]  All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.

b.   [X]  Limited.  Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: From any Eligible Retirement Plan, excluding Roth or Voluntary After-Taxcontributions           .

AC4.   PLAN EXPENSES(7.04(C)).  The Employer will pay or the Plan will be charged with non-settlor Plan expenses as follows(Choose one of (a) or (b).):

(a)   [   ]  Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g.,  brokerage commissions).

(b)   [X]  Plan pays some or all non-settlor expenses. See SFC Election 119 for details.

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AC5.   RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN(1.24(C)/(D)). There are or are not RelatedEmployers and Participating Employers as follows (Complete (a) through (d).): (a)   Related Employers. (Choose one of (1) or (2).):

(1)   [   ]  None.

(2)   [   ]  Name(s) of Related Employers:  _______________

(b)   Participating (Related) Employers. (Choose one of (1) or (2).):

(1)   [   ]  None.

(2)   [X]  Name(s) of Participating Employers: Monroe Services Corporation Inc.             See SFC Election 76 for details.

(c)   Former Participating Employers. (Choose one of (1) or (2).):  

(1)   [   ]  None.

(2)   [   ]  Applies.

Name(s) Date of cessation

(d)   Multiple Employer Plan status. (Choose one of (1) or (2).):

(1)   [X]  Does not apply.

(2)   [   ]  Applies. The Signatory Employer is the Lead Employer and at least one Participating Employer is not a Related

Employer. (Complete a.)

a.    Name(s) of Participating Employers (other than Related Employers described above):  .
See SFC Election 76 for details.

AC6.   TOP-HEAVY MINIMUM-MULTIPLE PLANS(10.03). If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top -Heavy Minimum Contribution (or benefit) requirement as to Non-Key Employees who participate in such plans and who are entitled to a Top-Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator's operational election. (Choose (a) or choose one of (b) or (c).):

(a)   [   ]  Does not apply.

(b)   [   ]  If only another Defined Contribution Plan. Make the Top-Heavy Minimum Allocation (Choose one of (1) or (2).):  

(1)   [   ]  To this Plan.

(2)   [   ]  To another Defined Contribution Plan: (plan name)

(c)   [X]  If one or more Defined Benefit Plans. Make the Top-Heavy Minimum Allocation or provide the top-heavy minimum benefit (Choose one of (1), (2), or (3).):

(1)   [X]  To this Plan. Increase the Top-Heavy Minimum Allocation to 5%.

(2)   [   ]  To another Defined Contribution Plan. Increase the Top-Heavy Minimum Allocation to 5% and provide underthe:
(name of other Defined Contribution Plan).

(3)   [   ]  To a Defined Benefit Plan. Provide the 2% top-heavy minimum benefit under the: (name of
Defined Benefit Plan) and applying the following interest rate and mortality assumptions:  .

AC7.   SELF-EMPLOYED PARTICIPANTS(1.22(A)). One or more self-employed Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b).):

(a)   [X]  None.

(b)   [   ]  Applies.

AC8.   PROTECTED BENEFITS(11.02(C)). The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose one of (a) or (b).):

(a)   [   ]  Does not apply. No Protected Benefits have been eliminated.

(b)   [X]  Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as applicable.

Choose one of columns (1), (2), or (3), and complete column (4).):

	(1) All Participants/ Accounts	(2) Post-E.D. Contribution Accounts only	(3) Post-E.D. Participants only	(4) Effective Date (E.D.)
(1)   [   ]  QJSA/QPSA distributions	[   ]	[   ]	[   ]
(2)   [   ]  Installment distributions	[   ]	[   ]	[   ]
(3)   [   ]  In-kind distributions	[   ]	[   ]	[   ]

(4)   [X]  Specify: The Early Retirement Age for Participants who entered the Plan prior to April 1, 2003 is Age 55.  TheEarly Retirement Age for Participants who entered the Plan on or after April 1, 2003 but before December 8,2014 is Age 55 and 5 Years of Service.

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AC9.   LIFE INSURANCE(9.01). The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b).):  

(a)   [X]  Does not apply.

(b)   [   ]  Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.

AC10. DISTRIBUTION OF CASH OR PROPERTY(8.04). The Plan provides for distribution in the form of (Choose one of (a) or (b).):  

(a)   [X]  Cash only. Except where property distribution is required or permitted under Section 8.04.

(b)   [   ]  Cash or property. At the distributee's election and consistent with any Plan Administrator policy under Section 8.04.

AC11. EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY(8.02(A)(13)). The Trust invests or does not invest in qualifyingEmployer securities and/or qualifying Employer real property as follows (Choose one of (a) or (b).):  

(a)   [   ]  Does not apply.

(b)   [X]  Applies. Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.

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EX-10.79D

Exhibit No. 10.79d

CONTRACT FOR THE PURCHASE AND

SALE OF REAL PROPERTY

MONRO MUFFLER BRAKE, INC., a New York corporation, with its principal office at 200 Holleder Parkway, Rochester, New York 14615-3808 ("Buyer") or its Assignee, hereby offers and agrees to purchase from 5910 Liberty Road, LLC, a Maryland limited liability company, with an address of P. O. Box 55, Glenelg, MD  21737 ("Seller") the property described below for the price and upon the terms and conditions herein set forth.

1.     PROPERTY DESCRIPTION

That certain parcel of land improved with an existing approximately 4,400 square foot commercial building (Monro Muffler Shop #750) with an address of 5910 Liberty Road, Baltimore, Baltimore County, Maryland, containing approximately 1/2 acre, more or less, identified on the tax records as Dist. 03, Account Number 1600003960; with a small portion located in Baltimore City, known as 5908 Liberty Heights Avenue, and identified on the tax records as Ward 28, Section 02, Block 4283, Lot 007; together with and including all buildings and other improvements thereon, all rights of Seller in and to any and all streets, roads, highways, easements, and rights-of-way appurtenant thereto (collectively, the "Property").

2.PRICE

Buyer shall pay to Seller for the Property the sum of EIGHT HUNDRED SIXTY-THREE THOUSAND NINE HUNDRED SEVENTY-THREE DOLLARS ($863,973.00) as follows:

A.A deposit ("Deposit") of Two Thousand Five Hundred Dollars ($2,500.00) with Buyer's attorney to be held in escrow in a non-interest bearing account, in accordance with the terms of this Contract.  Should Buyer terminate the Contract in accordance with its provisions or the Contract fail to close for any reason not the fault of Buyer, then the Deposit shall be returned

to Buyer.

B.The balance to be paid at closing, by certified check or wired funds.

3.EXCEPTIONS

Buyer agrees to accept title to the Property subject to the following: water line, sanitary sewer, drainage, gas line and main, electrical and telephone easements of record within five feet (5') of exterior lot lines, provided that the existing improvements, if any, do not encroach upon the easements and the easements will not interfere with the Buyer's use of the Property and/or the operation of Buyer's business (“Permitted Exceptions”).  Seller shall not, without Buyer’s written consent, cause or permit any lien or encumbrance of any kind, recorded or unrecorded, to be placed upon the Property from the date of this Contract until its termination pursuant to its terms or closing of title pursuant to the terms herein.

4.DEED

At the time of closing, Seller shall deliver to Buyer a fully executed Special Warranty Deed with covenants of nonencumbrances and further assurances in recordable form (the “Deed”) conveying good and marketable title in fee simple to the Property free and clear from all liens and encumbrances except Permitted Exceptions.

5.TITLE

A.Within fifteen (15) days of the full execution of this Contract, Seller shall deliver to Buyer any existing title insurance policies and reports, an abstract of title, title search or other evidence of title which Seller may have in its possession, including deeds into Seller, together with any existing survey maps, site plans or building drawings (the “Title Documentation”). 

B.Buyer shall, at its expense, cause a title company of Buyer's choice (the "Title Company") to issue and deliver to Buyer a title commitment or report (the "Title Commitment")

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with respect to the Property.  Buyer shall give Seller written notice on or before the expiration of thirty (30) days after the receipt of the Title Commitment, but in no event later than ninety (90) days from the date of this Contract, that the condition of title as set forth in such Title Commitment is or is not satisfactory to Buyer, except for the Permitted Exceptions.

C.In the event Buyer notifies Seller of defects in title (except for the Permitted Exceptions), Seller shall either, at its sole cost and expense, promptly undertake to eliminate or modify all such unacceptable matters, or Seller may notify Buyer that Seller will not satisfy such objections.

D.If Seller elects not to eliminate any such unacceptable matters, Buyer may, at its option, (1) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes or (2) rescind this Contract, whereupon this Contract shall be null and void and of no further force and effect and the Deposit shall be returned to Buyer.

E.In the event Seller elects to eliminate such objections but is unable with the exercise of due diligence to satisfy such objections within thirty (30) days after such notice, Buyer may, at its option, (1) accept title subject to such objections, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (2) rescind this Contract whereupon this Contract shall be null and void and of no further force and effect and the Deposit shall be returned to Buyer. 

6.POSSESSIONAND PROPERTY CONDITION

A.The parties acknowledge that Buyer currently has and has had exclusive possession of the Property as a tenant pursuant to the terms of a certain lease agreement between F&J Properties, Inc. (Seller’s predecessor in title) as Landlord and Mr. Tire, Inc. (Buyer’s

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predecessor in title by merger) as Tenant dated as of January 1, 1998, as amended and extended (the “Lease”).  Seller shall deliver sole and actual possession of the Property to Buyer, free and clear of all other tenancies and parties in possession, on the date title passes to Buyer.  Upon the closing of this Contract, Buyer and Seller shall execute a Lease termination agreement.

B.The Property is sold "as is, where is and with all faults".  Seller makes no representations or warranties of any kind, express or implied, concerning the seller’s Property, or any portion of it (including the Property), including without limitation as to the following: (a) the condition, value, nature or quality of the Property, including any construction on the Property and any materials incorporated into the improvements thereof; (b) the soil, water, geology, and any other physical or environmental condition relating to the Property; (c) any income derived or to be derived from the Property; (d) the suitability of the Property to any activities or uses which buyer or others may wish to conduct on or relating to the Property; (e) zoning of the Property; (f) compliance of the Property or its operation with any law, ordinance, rule, regulation, or the status of any permits or approvals relating to or required in connection with the Property; (g) the proposed use or (h) any other matter.

C.Upon the closing of this Contract, Buyer does hereby release and forever discharge Seller, its parent companies and affiliates, and their respective agents, employees, officers, successors and assigns (together, "Seller Parties") from any and all claim, obligation and liability (whether based in tort, under contract or otherwise) attributable, in whole or in part, from any representation allegedly made by any Seller Party except as expressly set forth herein.  Upon the closing of this Contract, Buyer hereby releases, acquits and forever discharges Seller from any and all claims, demands and causes of action that Buyer may have against Seller with respect to any costs, losses, expenses or other liabilities incurred in connection with or related in

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any manner to the Property, including, but not limited to, any right of contribution or reimbursement provided under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, or any other federal, state or local environmental law or regulation.

7.ESCROW CLOSING AND COSTS

A.This Contract shall be closed in escrow with Buyer’s title company, under a deed and money escrow agreement conforming with this Contract, with sale and conveyance to be effective onsuch date as agreed upon by the parties.   Closing shall occur and conclude on a date on or before the date that is thirty (30) days following the receipt of a Title Commitment or such other date as agreed upon by the parties.  Time is of the essence.

B.Buyer currently pays real estate taxes, water, sewer, and all utilities under the Lease; therefore, there shall be no pro-ration or adjustment of these items at closing and rent shall be appropriately adjusted between the parties as of the date of closing. 

C.All transfer and conveyance taxes or documentary stamps shall be equally divided between Seller and Buyer. 

D.The Buyer shall pay all costs on account of the title examination, title commitment, title insurance premium, and all costs and attorneys fees incurred in the preparation of all necessary conveyance papers, including deed, settlement charges, conveyance, notary fees, tax/lien certificate, survey, tests, inspections, and recording fees, except those incident to clearing existing encumbrances.

E.The cost of escrow, if any, shall be divided equally between Seller and Buyer, but in no event shall Seller’s share exceed $150.00, with the excess, if any, to be paid by the Buyer. 

F.Each party shall pay for their own legal fees and expenses.

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G.This Contract, and the obligations of Seller to sell the Property and of the Buyer to purchase the Property are made contingent upon both (1) the full execution of a written Contract of Sale, upon identical terms as herein, between Buyer and DiBartolo Development II, LLC, for the purchase and sale of the adjacent property to the east, the portion lying in Baltimore City being known as 5906 Liberty Heights Avenue; and (2) the simultaneous closing of both properties under both Contracts.

8.BROKER'S COMMISSION

The parties hereto agree that no broker brought about this sale.  The parties each agree to defend, indemnify and save the other party harmless from and against any action or claim for any broker’s commission or fee.

9.RISK OF LOSS

The risk of loss or damage to the Property by fire or other casualty shall be governed by the Lease.

10.REMEDIES UPON DEFAULT

A.In the event Buyer breaches or fails to timely perform its obligations under this Contract, and time is of the essence, then upon written notice to Buyer, Seller shall be entitled to terminate this Contract, and as its sole remedy, be entitled to receive the Deposit as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such default, and this Contract shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth herein. 

B.In the event Seller breaches or fails to timely perform its obligations under this Contract, and time is of the essence, then upon written notice to Seller, Buyer shall be entitled to terminate this Contract, and as its sole remedy, be entitled to terminate this Contract and receive

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the return of the Deposit, and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth herein. 

11.NOTICES

All notices required or permitted pursuant to any provisions of this Contract shall be in writing, and delivered by either (A) a nationally recognized overnight courier, to the parties at the address given on page one, or any other address which either party may give to the other for such purpose, and shall be effective upon receipt of same; or (B) by email to the addresses below, if any, or any other email address which either party may give to the other for such purpose.  Notices to be given by either party may be given on their behalf by their attorney.  Copies of all notices shall also be sent to the attorney for the other party, as follows:

If to Buyer: Monro Muffler Brake, Inc. 200 Holleder Parkway Rochester, NY  14615-3808 Attention:  Director of Development Email address(es) for notice: Mindi.Collom@monro.com  

Copy to:  Underberg & Kessler LLP 300 Bausch & Lomb Place Rochester, NY  14604 Attention:  Real Estate Department Chairperson Email address(es) for notice:kkarl@underbergkessler.com; jheisman@underbergkessler.com  

If to Seller: 5910 Liberty Road, LLC P.O. Box 55 Glenelg, MD Email address(es) for notice: ________________________  

Copy to: James B. Larrimore, Esq. Serio & Higdon, P.A. 1300 York Road, Suite 110 Lutherville, MD  21093 Email address for notice:  jblarrimore@seriohigdon.com  

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12.GOVERNING LAW; PARTIES IN INTEREST

This Contract shall be governed by the laws of the State of Maryland and shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, permitted assigns and personal representatives.The parties agree that any court of competent jurisdiction of the State of Maryland shall have exclusive jurisdiction over any proceeding instituted to enforce this Agreement, and that all such proceedings shall be instituted exclusively in Baltimore County, Maryland, and any objections to such venue are hereby waived.

13.ENTIRE AGREEMENT; AMENDMENTS

This Contract sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein.  This Contract may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought.  A digital copy or a fax of the signatures of the parties shall constitute an original.

14.AUTHORITY

The parties hereto represent and warrant that they have the full right, power and authority to enter into this Contract.

15.RULES OF CONSTRUCTION

The following rules shall govern the interpretation of this Contract:  (A) Drafter - the fact that this Contract was initially drafted by one party or the other shall have no bearing in its interpretation or construction;  (B) Headings - the captions and section numbers appearing in this Contract are inserted only as a matter of convenience and in no way define, limit, construe, or

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describe the scope or intent of such sections of this Contract; (C) Counterparts - this Contract may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute but one and the same instrument; (D) Severability - in the event any provision of this Contract is held by any court having jurisdiction over any dispute arising hereunder to be invalid or unenforceable, then such court shall reinterpret such provision so as to carry out the intent of the parties hereto in a valid and enforceable manner, and the invalidity or unenforceability of such provision, and the remainder of this Contract, including any reinterpretation of such provision, shall remain in full force and effect; and (E) Number and Gender – all terms and words used in this Contract, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural and any other gender, masculine, feminine or neuter, as the context or sense of this Contract may require, the same as if such words had been fully and properly written in the number and gender.

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IN WITNESS WHEREOF, the parties have caused this Contract to be signed by their duly authorized agents or officers, effective on the 19thday of January, 2015.

ATTEST:		MONROMUFFLERBRAKE,INC.
/s/MindiS.Collom		BY:/s/JohnW.VanHeel
	PrintNameandTitle:JohnW.VanHeel,President&CEO
		Date:January19,2015
		“Buyer”

ATTEST/WITNESS:	5910LIBERTYROAD,LLC
/s/LindaAnfrist	BY:/s/FredricA.Tomarchio
	FredricA.Tomarchio,AuthorizedMember
	Date:January15,2015
	“Seller”

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STATE OF NEWYORK  )

COUNTY OF MONROE )  ss:

On the 19thday of January, 2015, before me, personally appeared John W. Van Heel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/MindiS.Collom
NotaryPublic
MyCommissionExpires:	11/5/17

STATE OF MARYLAND, COUNTY OF BALTIMORE,          to wit:

I HEREBY CERTIFY, that on this 15thday of January, 2015, before me, the subscriber, a Notary Public of the State aforesaid, personally appearedFREDRIC A. TOMARCHIO,  who acknowledged himself to be the duly authorized Member of 5910 LIBERTY ROAD, LLC, a Maryland limited liability company, and that he, being so authorized to do, acknowledged that he executed the same in the capacity stated and for the purposes therein contained, and in my presence signed and sealed the same.

AS WITNESS my hand and Notarial Seal.

/s/LindaAnfrist
NotaryPublic
MyCommissionExpires:	10/8/16

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EX-10.79E

Exhibit 10.79e

CONTRACT FOR THE PURCHASE AND

SALE OF REAL PROPERTY

MONRO MUFFLER BRAKE, INC., a New York corporation, with its principal office at 200 Holleder Parkway, Rochester, New York 14615-3808 ("Buyer") or its Assignee, hereby offers and agrees to purchase from DIBARTOLO DEVELOPMENT II, LLC, a Maryland limited liability company, with an address of10508 Willow Vista Way,  Cockeysville, Maryland  21030("Seller") the property described below for the price and upon the terms and conditions herein set forth.

1.     PROPERTY DESCRIPTION

That certain parcel of landthat is commonly known by the parties as Rear 5900 Liberty Heights Avenue, which is located in both Baltimore County and in Baltimore City; the portion located in Baltimore County being identified as Liberty Heights Avenue, identified on the tax records as Dist. 03, Acct. 1600003275; and the portion located in Baltimore City being identified as 5906 Liberty Heights Avenue, and identified on the tax records as Ward 28, Section 02, Block 4283, Lot 006;together with and including all buildings and other improvements thereon, all rights of Seller in and to any and all streets, roads, highways, easements, and rights-of-way appurtenant thereto,  (collectively, the "Property").

2.PRICE

Buyer shall pay to Seller for the Property the sum of ONE HUNDRED SIXTY-SIX THOUSAND, ONE HUNDRED SEVEN DOLLARS ($166,107.00) as follows:

A.A deposit ("Deposit") of Two Thousand Five Hundred Dollars ($2,500.00) with Buyer's attorney to be held in escrow in a non-interest bearing account, in accordance with the

terms of this Contract.  Should Buyer terminate the Contract in accordance with its provisions or the Contract fail to close for any reason not the fault of Buyer, then the Deposit shall be returned to Buyer.

B.The balance to be paid at closing, by certified check or wired funds.

3.EXCEPTIONS

Buyer agrees to accept title to the Property subject to the following: water line, sanitary sewer, drainage, gas line and main, electrical and telephone easements of record within five feet (5') of exterior lot lines, provided that the existing improvements, if any, do not encroach upon the easements and the easements will not interfere with the Buyer's use of the Property and/or the operation of Buyer's business (“Permitted Exceptions”).  Seller shall not, without Buyer’s written consent, cause or permit any lien or encumbrance of any kind, recorded or unrecorded, to be placed upon the Property from the date of this Contract until its termination pursuant to its terms or closing of title pursuant to the terms herein.

4.DEED

At the time of closing, Seller shall deliver to Buyer a fully executed Special Warranty Deed with covenants of nonencumbrances and further assurances in recordable form (the “Deed”) conveying good and marketable title in fee simple to the Property free and clear from all liens and encumbrances except Permitted Exceptions.

5.TITLE

A.Within fifteen (15) days of the full execution of this Contract, Seller shall deliver to Buyer any existing title insurance policies and reports, an abstract of title, title search or other evidence of title which Seller may have in its possession, including deeds into Seller, together with any existing survey maps, site plans or building drawings (the “Title Documentation”). 

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B.Buyer shall, at its expense, cause a title company of Buyer's choice (the "Title Company") to issue and deliver to Buyer a title commitment or report (the "Title Commitment")with respect to the Property.  Buyer shall give Seller written notice on or before the expiration of thirty (30) days after the receipt of the Title Commitment, but in no event later than ninety (90) days from the date of this Contract, that the condition of title as set forth in such Title Commitment is or is not satisfactory to Buyer, except for the Permitted Exceptions.

C.In the event Buyer notifies Seller of defects in title (except for the Permitted Exceptions), Seller shall either, at its sole cost and expense, promptly undertake to eliminate or modify all such unacceptable matters, or Seller may notify Buyer that Seller will not satisfy such objections.

D.If Seller elects not to eliminate any such unacceptable matters, Buyer may, at its option, (1) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes or (2) rescind this Contract, whereupon this Contract shall be null and void and of no further force and effect and the Deposit shall be returned to Buyer.

E.In the event Seller elects to eliminate such objections but is unable with the exercise of due diligence to satisfy such objections within thirty (30) days after such notice, Buyer may, at its option, (1) accept title subject to such objections, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (2) rescind this Contract whereupon this Contract shall be null and void and of no further force and effect and the Deposit shall be returned to Buyer. 

6.POSSESSIONAND PROPERTY CONDITION

A.The parties acknowledge that Buyer currently has and has had exclusive

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possession of the Property as a tenant pursuant to the terms of a certain lease agreement between DiBartolo Development, LLC (tenant of Seller’s predecessor in title) as sublandlord and Mr. Tire, Inc. (Buyer’s predecessor in title by merger) as subtenant dated as ofSeptember 1, 2002, as amended and extended (the “Lease”).  Seller shall deliver sole and actual possession of the Property to Buyer, free and clear of all other tenancies and parties in possession, on the date title passes to Buyer.  Upon the closing of this Contract, Buyer and Seller shall execute a Lease termination agreement. 

B.The Property is sold "as is, where is and with all faults".  Seller makes no representations or warranties of any kind, express or implied, concerning the seller’s Property, or any portion of it (including the Property), including without limitation as to the following: (a) the condition, value, nature or quality of the Property, including any construction on the Property and any materials incorporated into the improvements thereof; (b) the soil, water, geology, and any other physical or environmental condition relating to the Property; (c) any income derived or to be derived from the Property; (d) the suitability of the Property to any activities or uses which buyer or others may wish to conduct on or relating to the Property; (e) zoning of the Property; (f) compliance of the Property or its operation with any law, ordinance, rule, regulation, or the status of any permits or approvals relating to or required in connection with the Property; (g) the proposed use or (h) any other matter.

C.Upon the closing of this Contract, Buyer does hereby release and forever discharge Seller, its parent companies and affiliates, and their respective agents, employees, officers, successors and assigns (together, "Seller Parties") from any and all claim, obligation and liability (whether based in tort, under contract or otherwise) attributable, in whole or in part, from any representation allegedly made by any Seller Party except as expressly set forth herein. 

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Upon the closing of this Contract, Buyer hereby releases, acquits and forever discharges Seller from any and all claims, demands and causes of action that Buyer may have against Seller with respect to any costs, losses, expenses or other liabilities incurred in connection with or related in any manner to the Property, including, but not limited to, any right of contribution or reimbursement provided under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, or any other federal, state or local environmental law or regulation.

7.ESCROW CLOSING AND COSTS

A.This Contract shall be closed in escrow with Buyer’s title company, under a deed and money escrow agreement conforming with this Contract, with sale and conveyance to be effective onsuch date as agreed upon by the parties.  Closing shall occur and conclude on a date on or before the date that is thirty (30) days following the receipt of a Title Commitment or such other date as agreed upon by the parties.  Time is of the essence.

B.Buyer currently pays real estate taxes, water, sewer, and all utilities under the Lease; therefore, there shall be no pro-ration or adjustment of these items at closing and rent shall be appropriately adjusted between the parties as of the date of closing. 

C.All transfer and conveyance taxes or documentary stamps shall be equally divided between Seller and Buyer. 

D.The Buyer shall pay all costs on account of the title examination, title commitment, title insurance premium, and all costs and attorneys fees incurred in the preparation of all necessary conveyance papers, including deed, settlement charges, conveyance, notary fees, tax/lien certificate, survey, tests, inspections, and recording fees, except those incident to clearing existing encumbrances.

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E.The cost of escrow, if any, shall be divided equally between Seller and Buyer, but in no event shall Seller’s share exceed $150.00, with the excess, if any, to be paid by the Buyer. 

F.Each party shall pay for their own legal fees and expenses.

G.This Contract, and the obligations of Seller to sell the Property and of the Buyer to purchase the Property are made contingent upon both (1) the full execution of a written Contract of Sale, upon identical terms as herein, between Buyer and 5910 Liberty Road, LLC, for the purchase and sale of the adjacent property to the west,  located primarily in Baltimore County and known as 5910 Liberty Road, and the portion lying in Baltimore City being known as 5908 Liberty Heights Avenue; and (2) the simultaneous closing of both properties under both Contracts.

8.BROKER'S COMMISSION

The parties hereto agree that no broker brought about this sale.  The parties each agree to defend, indemnify and save the other party harmless from and against any action or claim for any broker’s commission or fee.

9.RISK OF LOSS

The risk of loss or damage to the Property by fire or other casualty shall be governed by the Lease.

10.REMEDIES UPON DEFAULT

A.In the event Buyer breaches or fails to timely perform its obligations under this Contract, and time is of the essence, then upon written notice to Buyer, Seller shall be entitled to terminate this Contract, and as its sole remedy, be entitled to receive the Deposit as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such default, and this Contract shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set

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forth herein. 

B.In the event Seller breaches or fails to timely perform its obligations under this Contract, and time is of the essence, then upon written notice to Seller, Buyer shall be entitled to terminate this Contract, and as its sole remedy, be entitled to terminate this Contract and receive the return of the Deposit, and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth herein. 

11.NOTICES

All notices required or permitted pursuant to any provisions of this Contract shall be in writing, and delivered by either (A) a nationally recognized overnight courier, to the parties at the address given on page one, or any other address which either party may give to the other for such purpose, and shall be effective upon receipt of same; or (B) by email to the addresses below, if any, or any other email address which either party may give to the other for such purpose.  Notices to be given by either party may be given on their behalf by their attorney.  Copies of all notices shall also be sent to the attorney for the other party, as follows:

If to Buyer:	Monro Muffler Brake, Inc. 200 Holleder Parkway Rochester, NY  14615-3808 Attention:  Director of Development Email address(es) for notice: Mindi.Collom@monro.com
Copy to:	Underberg & Kessler LLP 300 Bausch & Lomb Place Rochester, NY  14604 Attention:  Real Estate Department Chairperson Email address(es) for notice:kkarl@underbergkessler.com; jheisman@underbergkessler.com
If to Seller:	DiBartolo Development II, LLC c/o Angela A. Barone 10508 Willow Vista Way Cockeysville, MD  21030 Email addresses for notice: ________________________

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	And to ______________________
Copy to:	James B. Larrimore, Esq. Serio & Higdon, P.A. 1300 York Road, Suite 110 Lutherville, MD  21093 Email address for notice:  jblarrimore@seriohigdon.com

12.GOVERNING LAW; PARTIES IN INTEREST

This Contract shall be governed by the laws of the State of Maryland and shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, permitted assigns and personal representatives.The parties agree that any court of competent jurisdiction of the State of Maryland shall have exclusive jurisdiction over any proceeding instituted to enforce this Agreement, and that all such proceedings shall be instituted exclusively in Baltimore County, Maryland, and any objections to such venue are hereby waived.

13.ENTIRE AGREEMENT; AMENDMENTS

This Contract sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein.  This Contract may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought.  A digital copy or a fax of the signatures of the parties shall constitute an original.

14.AUTHORITY

The parties hereto represent and warrant that they have the full right, power and authority to enter into this Contract.

15.RULES OF CONSTRUCTION

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The following rules shall govern the interpretation of this Contract:  (A) Drafter - the fact that this Contract was initially drafted by one party or the other shall have no bearing in its interpretation or construction;  (B) Headings - the captions and section numbers appearing in this Contract are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections of this Contract; (C) Counterparts - this Contract may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute but one and the same instrument; (D) Severability - in the event any provision of this Contract is held by any court having jurisdiction over any dispute arising hereunder to be invalid or unenforceable, then such court shall reinterpret such provision so as to carry out the intent of the parties hereto in a valid and enforceable manner, and the invalidity or unenforceability of such provision, and the remainder of this Contract, including any reinterpretation of such provision, shall remain in full force and effect; and (E) Number and Gender – all terms and words used in this Contract, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural and any other gender, masculine, feminine or neuter, as the context or sense of this Contract may require, the same as if such words had been fully and properly written in the number and gender.

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IN WITNESS WHEREOF,  the parties have caused this Contract to be signed by their duly authorized agents or officers, effective on the 19thday of January,2015.

ATTEST:		MONROMUFFLERBRAKE,INC.
/s/MindiS.Collom		BY:/s/JohnW.VanHeel
	PrintNameandTitle:JohnW.VanHeel,CEO&President
		Date:January19,2015
		“Buyer”

ATTEST/WITNESS:	DIBARTOLODEVELOPMENTII,LLC
/s/LindaAnfrist	BY:/s/AngelaA.Barone
	AngelaA.Barone,ManagingMember
	Date:January16,2015
	“Seller”

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STATE OF NEWYORK  )

COUNTY OF MONROE )  ss:

On the 19thday of January, 2015, before me, personally appeared John W. Van Heel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/MindiS.Collom
NotaryPublic
MyCommissionExpires:	11/5/17

STATE OF MARYLAND, COUNTY OF BALTIMORE,          to wit:

I HEREBY CERTIFY, that on this 16thday of January, 2015, before me, the subscriber, a Notary Public of the State aforesaid, personally appearedANGELA A. BARONE,  who acknowledged herself to be the duly authorized Managing Member of DIBARTOLO DEVELOPMENT II, LLC, a Maryland limited liability company, and that she, being so authorized to do, acknowledged that she executed the same in the capacity stated and for the purposes therein contained, and in my presence signed and sealed the same.

AS WITNESS my hand and Notarial Seal.

/s/ LindaAnfrist
NotaryPublic
MyCommissionExpires:	10/8/16

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EX-21.01

Exhibit 21.01

SUBSIDIARY OF THE COMPANY

Monro Service Corporation	Delaware
Car-X, LLC	Delaware

EX-23.01

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

May 27, 2015

Monro Muffler Brake, Inc.

200 Holleder Parkway

Rochester, New York 14615

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-34290, 333-57432, 333-133044, 333-151196, 333-63880,  333-173129 and 333-196783) of Monro Muffler Brake, Inc. of our report dated May 28, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/PricewaterhouseCoopersLLP

PricewaterhouseCoopers LLP

Rochester, New York

May 27, 2015

EX-24.01

Exhibit 24.01

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors of Monro Muffler Brake, Inc., a New York corporation (the "Corporation"), do constitute and appoint JOHN W. VAN HEEL to be their true and lawful attorney-in-fact and agent, with full powers of substitution, for and in the name, place and stead of the undersigned, in any and all capacities in connection with the filing of the Annual Report on Form 10-K of the Corporation for the fiscal year ended March 28, 2015 (the "Form 10-K") with the Securities and Exchange Commission, to sign the Form 10-K and any and all amendments related thereto and to file the same, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, or his substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this power of attorney has been signed by the following directors on May 27, 2015.

/s/ Frederick M. Danziger

Frederick M. Danziger

/s/ Donald Glickman

Donald Glickman

/s/ Robert G. Gross

Robert G. Gross

/s/ Stephen C. McCluski

Stephen C. McCluski

/s/ Robert E. Mellor

Robert E. Mellor

/s/ Peter J. Solomon

Peter J. Solomon

/s/ James R. Wilen

James R. Wilen

/s/ Elizabeth A. Wolszon

Elizabeth A. Wolszon

EX-31.1

Exhibit 31.1

CERTIFICATION

I, John W. Van Heel, certify that:

1. I have reviewed this annual report on Form 10-K of Monro Muffler Brake, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 27, 2015

/s/ John W. Van Heel

John W. Van Heel

Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Catherine D’Amico, certify that:

1. I have reviewed this annual report on Form 10-K of Monro Muffler Brake, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 27, 2015

/s/ Catherine D’Amico

Catherine D’Amico

Executive Vice President – Finance,

Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

Pursuant to, and solely for purposes of, 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), each of the undersigned hereby certifies in the capacity and on the date indicated below that:

1. The Annual Report of Monro Muffler Brake, Inc. ("Monro") on Form 10-K for the period ended March 28, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Monro.

/s/ John W. Van Heel	Dated:  May 27, 2015
John W. Van Heel
Chief Executive Officer and President
/s/ Catherine D’Amico	Dated:  May 27, 2015
Catherine D'Amico
Executive Vice President – Finance, Chief Financial Officerand Treasurer

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Significant Accounting Policies (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Mar. 28, 2015 segment item state store	Mar. 29, 2014	Mar. 30, 2013
Property, Plant and Equipment [Line Items]
Company operated stores	999
Franchised locations	1
Dealer-operated automotive repair centers	14
Number of States in which Entity Operates	25
Number of operating segments	1
Number of reporting units	1
Number of shares surrendered in settlement of stock options exercised	77,000		43,000
Number of stock options exercised in settlement of surrendered shares	113,000		113,000
Options award vesting period	4 years
Weighted average fair value of options granted	$ 11.27	$ 10.10	$ 8.67
Stock based compensation expense	$ 3.3	$ 3.6	$ 3.1
Income tax benefit related to stock based compensation	$ 1.2	$ 1.3	$ 1.2
Advertising expenses amortization period	2 months
Employee Stock Option [Member]
Property, Plant and Equipment [Line Items]
Options award vesting period	4 years
Buildings and Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	39 years
Buildings and Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Machinery, Fixtures And Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	15 years
Machinery, Fixtures And Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Vehicles [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Vehicles [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	4 years
Computer Hardware And Software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	7 years
Computer Hardware And Software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives	3 years

XML

Long-Term Debt, Capital Leases And Financing Obligations (Long-term debt) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015		Mar. 29, 2014
Long-term Debt, Unclassified [Abstract]
Revolving Credit Facility, LIBOR-based	$ 122,543	[1]	$ 105,841	[1]
Long-term Debt	122,543		105,841
Obligations under capital leases and financing obligations at various interest rates, due in installments through 2045	142,053		88,091
Mortgage Note Payable, non-interest bearing, secured by warehouse and office land, due in one installment in 2015	0		660
Less - Current portion of long-term debt, capital leases and financing obligations	(8,908)		(7,552)
Long-term capital leases and financing obligations	$ 133,145		$ 81,199
London Interbank Offered Rate (LIBOR)	0.18%

[1] The London Interbank Offered Rate (LIBOR) at March 28, 2015 was .18%.

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014
Major classifications of property, plant and equipment
Property, plant and equipment	$ 592,206	$ 531,505
Less - Accumulated depreciation and amortization	265,454	249,622
Net property, plant and equipment	326,752	281,883
Land [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	77,499	69,836
Buildings and Improvements [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	293,671	252,150
Equipment, Signage and Fixtures [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	196,039	183,373
Vehicles [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	21,803	19,699
Construction-in-Progress [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	3,194	6,447
Assets Owned [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	503,058	465,381
Less - Accumulated depreciation and amortization	239,474	226,870
Net property, plant and equipment	263,584	238,511
Assets Owned [Member] | Land [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	77,499	69,836
Assets Owned [Member] | Buildings and Improvements [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	204,523	186,093
Assets Owned [Member] | Equipment, Signage and Fixtures [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	196,039	183,373
Assets Owned [Member] | Vehicles [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	21,803	19,632
Assets Owned [Member] | Construction-in-Progress [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	3,194	6,447
Assets Under Capital Lease [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	89,148	66,124
Less - Accumulated depreciation and amortization	25,980	22,752
Net property, plant and equipment	63,168	43,372
Assets Under Capital Lease [Member] | Buildings and Improvements [Member]
Major classifications of property, plant and equipment
Property, plant and equipment	89,148	66,057
Assets Under Capital Lease [Member] | Vehicles [Member]
Major classifications of property, plant and equipment
Property, plant and equipment		$ 67

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Operating Leases and Other Commitments (Future minimum payments required under non-cancellable leases) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015
Operating Leases and Other Commitments [Abstract]
Leases, 2016	$ 35,169
Leases, 2017	30,022
Leases, 2018	23,638
Leases, 2019	16,484
Leases, 2020	10,514
Leases, Thereafter	38,178
Leases, Total	154,005
Less - Sublease Income, 2016	(333)
Less - Sublease Income, 2017	(193)
Less - Sublease Income, 2018	(143)
Less - Sublease Income, 2019	(76)
Less - Sublease Income, 2020	(45)
Less - Sublease Income, Thereafter	(68)
Less - Sublease Income, Total	(858)
Net, 2016	34,836
Net, 2017	29,829
Net, 2018	23,495
Net, 2019	16,408
Net, 2020	10,469
Net, Thereafter	38,110
Net, Total	$ 153,147

XML

Long-Term Debt, Capital Leases And Financing Obligations (Aggregate debt maturities over the next five years) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015
Long-term Debt, by Maturity [Abstract]
2016	$ 8,908
2017	8,977
2018	132,365
2019	10,504
2020	11,263
Aggregate Amount [Member] | Capital Lease Obligations [Member]
Long-term Debt, by Maturity [Abstract]
2016	19,075
2017	18,601
2018	18,809
2019	18,779
2020	18,810
Imputed Interest [Member] | Capital Lease Obligations [Member]
Long-term Debt, by Maturity [Abstract]
2016	(10,167)
2017	(9,624)
2018	(8,987)
2019	(8,275)
2020	(7,547)
All Other Debt [Member]
Long-term Debt, by Maturity [Abstract]
2018	$ 122,543

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Employee Retirement and Profit Sharing Plans (Company's asset allocations by asset category) (Details)	Mar. 28, 2015	Mar. 29, 2014
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%
Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Plan Asset Allocations	2.80%	2.90%
Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Plan Asset Allocations	36.30%	29.80%
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Actual Plan Asset Allocations	60.90%	67.30%

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Other Current Assets (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014
Composition of other current assets
Vendor rebates receivable	$ 10,530	$ 7,258
Other	10,794	16,124
Prepaid expense and other assets, current, total	$ 21,324	$ 23,382

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Stock Ownership (Tables)

12 Months Ended

Mar. 28, 2015

Stock Ownership [Abstract]

Summary of the changes in the number of shares of common stock, Class C preferred stock and treasury stock

		Class C
	Common	Convertible
	Stock	Preferred	Treasury
	Shares	Stock Shares	Stock
	Issued	Issued	Shares
Balance at March 31, 2012	36,855,258	32,500	5,967,991
Stock options exercised	472,709		105,845
Balance at March 30, 2013	37,327,967	32,500	6,073,836
Stock options exercised	239,935		3,115
Balance at March 29, 2014	37,567,902	32,500	6,076,951
Stock options exercised	439,635		103,538
Balance at March 28, 2015	38,007,537	32,500	6,180,489

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Employee Retirement and Profit Sharing Plans (Fair value measurement information for the Company's major categories of defined benefit plan assets) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	$ 20,241	$ 19,369	$ 18,224
U.S. Companies Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	8,114	8,804
International Companies Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	4,212	4,241
U.S. Corporate Bonds Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	7,354	5,462
International Bonds Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets		302
Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	561	560
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	11,941	12,207
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Companies Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	7,729	7,966
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | International Companies Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	4,212	4,241
Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	8,300	7,162
Significant Other Observable Inputs (Level 2) [Member] | U.S. Companies Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	385	838
Significant Other Observable Inputs (Level 2) [Member] | U.S. Corporate Bonds Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	7,354	5,462
Significant Other Observable Inputs (Level 2) [Member] | International Bonds Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets		302
Significant Other Observable Inputs (Level 2) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value measurement of defined benefit plan assets	$ 561	$ 560

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Employee Retirement and Profit Sharing Plans (Amounts recognized in accumulated other comprehensive loss) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014
Employee Retirement and Profit Sharing Plans [Abstract]
Unamortized transition obligation	$ 0	$ 0
Unamortized prior service cost	0	0
Unamortized net loss	7,393	5,056
Total	$ 7,393	$ 5,056

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Income Taxes (Components of the provision for income taxes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Current -
Federal	$ 28,262	$ 25,978	$ 22,366
State	2,956	1,579	2,266
Total	31,218	27,557	24,632
Deferred -
Federal	6,194	4,793	(101)
State	144	(273)	(274)
Total	6,338	4,520	(375)
Income Tax Expense (Benefit), Total	$ 37,556	$ 32,077	$ 24,257

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Employee Retirement and Profit Sharing Plans (Weighted average assumptions used to determine benefit obligations) (Details)	Mar. 28, 2015	Mar. 29, 2014
Employee Retirement and Profit Sharing Plans [Abstract]
Discount rate	3.69%	4.42%

XML

Related Party Transactions (Details) (USD $)	1 Months Ended		12 Months Ended
	Mar. 31, 2015 item	Mar. 31, 2004 item	Mar. 28, 2015 item	Mar. 29, 2014	Mar. 30, 2013
Related Party Transactions [Abstract]
Related party leases assumed		6
Related party leases assumed and acquired	1
Related party leases assumed remaining			5
New leases contemplated			0
Purchased property and building of leased location	$ 1,000,000
Operating and capital leases			717,000	702,000	685,000
Annual advisory fee			300,000	300,000	300,000
Amount payable			$ 0	$ 0

XML

Employee Retirement and Profit Sharing Plans (Weighted average assumptions used to determine net periodic pension costs) (Details)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Employee Retirement and Profit Sharing Plans [Abstract]
Discount rate	4.42%	4.08%	4.49%
Expected long-term return on assets	7.00%	7.00%	7.00%

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Employee Retirement and Profit Sharing Plans (Narrative) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015 item	Mar. 29, 2014	Mar. 30, 2013
Defined Benefit Plan Disclosure [Line Items]
Minimum term criteria for availing defined benefit plans	1 year
Minimum age criteria for availing defined benefit plans	21
Charges to expense for the Company's matching contributions	$ 655,000	$ 612,000	$ 615,000
Total liability, Deferred Compensation Plan	1,678,000	1,433,000
Charges to expense (benefit) applicable to the management bonus plan	$ 1,092,000	$ 1,066,000	$ (66,000)
Fixed Income Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Company's general target allocation for the plan	40.00%
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Company's general target allocation for the plan	60.00%

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Significant Accounting Policies (Policy)

12 Months Ended

Mar. 28, 2015

Significant Accounting Policies [Abstract]

Background

Background

Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation (together, “Monro”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire services in the United States.  Monro had 999 Company-operated stores, one franchised location and 14 dealer-operated automotive repair centers located in 25 states as of March 28, 2015.  Monro’s operations are organized and managed in one operating segment.

Accounting estimates

Accounting estimates

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles.  The preparation of financial statements in conformity with such principles requires the use of estimates by management during the reporting period.  Actual results could differ from those estimates.

Fiscal year

Fiscal year

Monro reports its results on a 52/53 week fiscal year ending on the last Saturday of March of each year.  The following are the dates represented by each fiscal period:

“Year ended Fiscal March 2015”: March 30, 2014 – March 28, 2015 (52 weeks)

“Year ended Fiscal March 2014”: March 31, 2013 – March 29, 2014 (52 weeks)

“Year ended Fiscal March 2013”: April 1, 2012 – March 30, 2013 (52 weeks)

Consolidation

Consolidation

The Consolidated Financial Statements include Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation, after the elimination of intercompany transactions and balances.

Reclassifications

Reclassifications

Certain amounts in these financials statements have been reclassified to maintain comparability among the periods presented.

Revenue recognition

Revenue recognition

Sales are recorded upon completion of automotive undercar repair and tire services provided to customers.  The following was Monro’s sales mix for fiscal 2015, 2014 and 2013:

	Year Ended Fiscal March
	2015		2014		2013
Brakes	15	%	15	%	15	%
Exhaust	3		4		4
Steering	10		9		10
Tires	44		44		42
Maintenance	28		28		29
Total	100	%	100	%	100	%

Revenue from the sale of tire road hazard warranty agreements is recognized on a straight-line basis over the contract period or other method when costs are not incurred ratably.

Cash equivalents

Cash equivalents

We consider all highly liquid instruments with original maturities of three months or less to be cash equivalents.

Inventories

Inventories

Our inventories consist of automotive parts and tires.  Inventories are valued at the lower of cost or market value using the first-in, first-out (FIFO) method.

Barter credits

Barter credits

We value barter credits at the fair market value of the inventory exchanged, as determined by reference to price lists for buying groups and jobber pricing.  We use these credits primarily to pay vendors for purchases (mainly inventory vendors for the purchase of parts and tires) or to purchase other goods or services from the barter company such as advertising and travel.

Property, plant and equipment

Property, plant and equipment

Property, plant and equipment are stated at cost.  Depreciation of property, plant and equipment is provided on a straight-line basis.  Buildings and improvements related to owned locations are depreciated over lives varying from 10 to 39 years; machinery, fixtures and equipment over lives varying from 5 to 15 years; and vehicles over lives varying from 4 to 10 years.  Computer hardware and software is depreciated over lives varying from 3 to 7 years.  Buildings and improvements related to leased locations are depreciated over the shorter of the asset’s useful life or the reasonably assured lease term, as defined in the accounting guidance on leases.  When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and a gain or loss is recorded in the Consolidated Statements of Comprehensive Income.  Expenditures for maintenance and repairs are expensed as incurred.  (See Note 4.)

Long-lived assets

Long-lived assets

We evaluate the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable.  In the event assets are impaired, losses are recognized to the extent the carrying value exceeds the fair value.  In addition, we report assets to be disposed of at the lower of the carrying amount or the fair market value.

Store opening and closing costs

Store opening and closing costs

New store opening costs are charged to expense in the fiscal year when incurred.  When we close a store, the estimated unrecoverable costs, including the remaining lease obligation net of sublease income, if any, are charged to expense.

Leases

Leases

Financing Obligations –

We are often involved in the construction of leased stores.  In some cases, we are responsible for construction cost over runs or non-standard tenant improvements.  As a result of this involvement, we are deemed the “owner” for accounting purposes during the construction period, requiring us to capitalize the construction costs on our Consolidated Balance Sheet.  Upon completion of the project, we perform a sale-leaseback analysis pursuant to guidance on accounting for leases to determine if we can remove the assets from our Consolidated Balance Sheet.  For some of these leases, we are considered to have “continuing involvement”, which precludes us from derecognizing the assets from our Consolidated Balance Sheet when construction is complete (“failed sale-leaseback”).  In conjunction with these leases, we capitalize the construction costs on our Consolidated Balance Sheet and also record financing obligations representing payments owed to the landlord.  We do not report rent expense for the properties which are owned for accounting purposes.  Rather, rental payments under the lease are recognized as a reduction of the financing obligation and as interest expense.

Additionally, since we often assume leases in acquisition transactions, the accounting for a seller who was involved in the construction of leased stores passes to us.

During the fourth quarter of fiscal 2013, Monro conducted a review of its lease accounting practices as it relates to certain sale-leaseback transactions.

In connection with this review, we recorded an out of period adjustment to record previously unrecognized failed sale-leaseback transactions.  The adjustment resulted in the recognition of additional property of $.4 million and capital leases and financing obligations of $.7 million on our March 2013 Consolidated Balance Sheet.  As some of the stores impacted related to prior year acquisitions, we also recorded increases in goodwill of $1.9 million, deferred income tax assets of $1.2 million and other long-term liabilities of $2.3 million in our Consolidated Balance Sheet as of March 30, 2013.  The impact to the fiscal 2013 Consolidated Statement of Comprehensive Income was recorded in the fourth quarter as a decrease of $1.0 million in occupancy costs and an increase of $.5 million in interest expense.  The Company determined that this adjustment was not material to its fiscal 2013 or prior period Consolidated Financial Statements.

Capital Leases –

Some of our property is held under capital leases.  These assets are included in property, plant and equipment and depreciated over the term of the lease.  We do not report rent expense for capital leases.  Rather, rental payments under the lease are recognized as a reduction of the capital lease obligation and interest expense.

Operating Leases –

All other leases are considered operating leases.  Rent expense, including rent escalations, is recognized on a straight-line basis over the reasonably assured lease term, as defined in the accounting guidance on leases.  Generally, the lease term is the base lease term plus certain renewal option periods for which renewal is reasonably assured.

Goodwill and intangible assets

Goodwill and intangible assets

We have a history of growth through acquisitions.  Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.  Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.  The carrying value of goodwill is subject to annual impairment reviews in accordance with accounting guidance on goodwill, which we typically perform in the third quarter of the fiscal year.  Impairment reviews may also be triggered by any significant events or changes in circumstances affecting our business.

We have one reporting unit which encompasses all operations including new acquisitions. The goodwill impairment test consists of a two-step process, if necessary. We perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill.  The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization and other relevant qualitative factors. If the qualitative factors are triggered, we perform the two-step process.  The first step is to compare the fair value of our invested capital to the book value of our invested capital. If the fair value is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill.  If the carrying amount of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess.  The loss recognized cannot exceed the carrying amount of goodwill. 

Intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized over their estimated useful lives.  All intangibles and other long-lived assets are reviewed when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.  If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts.  No such indicators were present in fiscal 2015, 2014 or 2013.

A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates.  Additionally, as discussed above, in accordance with accounting guidance, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical market participant would use.  As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed.  Therefore, we may recognize an impairment of an intangible asset or assets even though realized actual cash flows are approximately equal to or greater than its previously forecasted amounts.

As a result of our annual qualitative assessment performed in the third quarter of fiscal 2015, there were no impairments.  There have been no triggering events during the fourth quarter of fiscal 2015.

Self-insurance reserves

Self-insurance reserves

We are largely self-insured with respect to workers’ compensation, general liability and employee medical claims.  In order to reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts, and caps total losses in a fiscal year.  We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors.  These accruals are reviewed on a quarterly basis, or more frequently if factors dictate a more frequent review is warranted.  For more complex reserve calculations, such as workers’ compensation, we use the services of an actuary on an annual basis to assist in determining the required reserve for open claims.

Warranty

Warranty

We provide an accrual for estimated future warranty costs for parts that we install based upon the historical relationship of warranty costs to sales.  Warranty expense related to all product warranties at and for the years ended March 2015, 2014 and 2013 was not material to our financial position or results of operations.  See additional discussion of tire road hazard warranty agreements under the “Revenue recognition” section of this footnote.

Comprehensive income

Comprehensive income

As it relates to Monro, comprehensive income is defined as net earnings as adjusted for pension liability adjustments and is reported net of related taxes in the Consolidated Statements of Comprehensive Income and in the Consolidated Statements of Changes in Shareholders’ Equity.

Income taxes

Income taxes

Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using tax rates based on currently enacted rules and legislation and anticipated rates that will be in effect when the differences are expected to reverse. The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.  Monro recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority's administrative practices and precedents.  (See Note 7.)

Treasury stock

Treasury stock

Treasury stock is accounted for using the par value method.  During the year ended March 30, 2013, Monro’s current Chief Executive Officer surrendered 43,000 shares of Monro’s Common Stock at fair market value to pay the exercise price and to partially satisfy tax withholding obligations on the exercise of 113,000 stock options.  There was no activity for the Chief Executive Officer during the year ended March 29, 2014.  During the year ended March 28, 2015, Monro’s Chief Executive Officer surrendered 77,000 shares of Monro’s Common Stock at fair market value to pay the exercise price on the exercise of 113,000 stock options.

Stock-based compensation

Stock-based compensation

We measure compensation cost arising from the grant of share-based payments to an employee at fair value, and recognize such cost in income over the period during which the employee is required to provide service in exchange for the award, usually the vesting period.  Forfeitures are estimated on the grant date and revised in subsequent periods if actual forfeitures differ from those estimates.

We recognize compensation expense related to stock options using the straight-line approach.  Option awards generally vest equally over the service period established in the award, typically four years.  We estimate fair value using the Black-Scholes valuation model.  Assumptions used to estimate the compensation expense are determined as follows:

· Expected life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees;

· Expected volatility is measured using historical changes in the market price of Monro’s Common Stock;

· Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards;

· Forfeitures are based substantially on the history of cancellations of similar awards granted by Monro in prior years; and

· Dividend yield is based on historical experience and expected future changes.

The weighted average fair value of options granted during fiscal 2015, 2014 and 2013 was $11.27,  $10.10 and $8.67, respectively.  The fair values of the options granted were estimated on the date of their grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Year Ended Fiscal March
	2015		2014		2013
Risk-free interest rate	1.23	%	.86	%	.53	%
Expected life, in years	4		4		4
Expected volatility	27.7	%	29.7	%	34.0	%
Expected dividend yield	.99	%	.97	%	1.14	%

Total stock-based compensation expense included in cost of sales and selling, general and administrative expenses in Monro’s Consolidated Statements of Comprehensive Income for the years ended March 28, 2015, March 29, 2014 and March 30, 2013 was $3.3 million, $3.6 million and $3.1 million, respectively.  The related income tax benefit was $1.2 million, $1.3 million and $1.2 million, respectively. 

Earnings per share

Earnings per share

Basic earnings per share is calculated by dividing net income less preferred stock dividends by the weighted average number of shares of Common Stock outstanding during the year.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of Common Stock and equivalents outstanding during the year.  Common Stock equivalents represent shares issuable upon the assumed exercise of stock options.  (See Note 10.)

Advertising

Advertising

We expense the production costs of advertising the first time the advertising takes place, except for direct response advertising which is capitalized and amortized over its expected period of future benefits.

Direct response advertising consists primarily of coupons for Monro’s services.  The capitalized costs of this advertising are amortized over the period of the coupon’s validity, which is typically two months.

Prepaid advertising at March 28, 2015 and March 29, 2014, and advertising expense for the years ended March 2015, 2014 and 2013, were not material to these financial statements.

Vendor rebates and cooperative advertising credits

Vendor rebates and cooperative advertising credits

We account for vendor rebates and cooperative advertising credits as a reduction of the cost of products purchased, except where the rebate or credit is a reimbursement of costs incurred to sell the vendor’s product, in which case it is offset against the costs incurred. 

Guarantees

Guarantees

At the time we issue a guarantee, we recognize an initial liability for the fair value, or market value, of the obligation we assume under that guarantee.

Recent accounting pronouncements

Recent accounting pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance for the reporting of discontinued operations. This guidance eliminates certain exceptions from reporting discontinued operations that exist under current guidance, and also requires several new disclosures about disposals that qualify as discontinued operations. This guidance is effective for fiscal years and interim periods within those years beginning on or after December15, 2014, with early adoption permitted. The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In May 2014, the FASB issued new accounting guidance for the reporting of revenue from contracts with customers. This guidance provides guidelines a company will apply to determine the measurement of revenue and timing of when it is recognized. In April 2015, the FASB proposed the deferral of the effective date by one year.  Under the proposal, this guidance is effective for the first interim period within annual reporting periods beginning after December15, 2017.  Early adoption is permitted, but not before years beginning after December 15, 2016. We are currently evaluating the potential effect of the adoption of this guidance on our Consolidated Financial Statements.

In January 2015, the FASB issued new accounting guidance related to the disclosure requirements for extraordinary items.  The standard eliminates the concept of extraordinary items on the income statement.  This pronouncement is effective for fiscal years and interim periods within those years beginning after December 15, 2015.  The adoption of this guidance is not expected to have a material effect on our Consolidated Financial Statements.

In February 2015, the FASB issued new accounting guidance that is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This standard simplifies consolidation accounting by reducing the number of consolidation models and will require all entities to re-evaluate consolidation conclusions regarding variable interest entities.This pronouncement is effective for fiscal years and for interim periods within those years beginning after December 15, 2015.The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the presentation of debt issuance costs.This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset.These costs will continue to be amortized to interest expense using the effective interest method.This pronouncement is effective for fiscal years and for interim periods within those years beginning after December 15, 2015.  Retrospective adoption is required.We do not expect this pronouncement to have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the measurement date of an employer's defined benefit obligation and plan assets.  The new guidance permits a reporting entity with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The new guidance should be applied on a prospective basis. The adoption of this standard will not have a material impact on our Consolidated Financial Statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the Securities and Exchange Commission did not, or are not expected to have a material effect on our Consolidated Financial Statements.

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Goodwill and Intangible Assets (Changes in goodwill) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014
Changes in goodwill
Goodwill, Beginning Balance	$ 270,039	$ 249,803
Additions to goodwill from current year acquisitions	79,316	17,940
Adjustments to goodwill related to purchase accounting	(267)	2,296
Goodwill, Ending Balance	$ 349,088	$ 270,039

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Significant Accounting Policies (Weighted average fair value of options assumptions) (Details)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Weighted average fair value of options granted
Risk-free interest rate	1.23%	0.86%	0.53%
Expected life, in years	4 years	4 years	4 years
Expected volatility	27.70%	29.70%	34.00%
Expected dividend yield	0.99%	0.97%	1.14%

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Employee Retirement and Profit Sharing Plans (Components of pension (income) expense) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Employee Retirement and Profit Sharing Plans [Abstract]
Interest cost on projected benefit obligation	$ 832	$ 776	$ 793
Expected return on plan assets	(1,388)	(1,193)	(1,192)
Amortization of unrecognized actuarial loss	300	658	517
Net pension (income) expense	$ (256)	$ 241	$ 118

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Employee Retirement and Profit Sharing Plans (Tables)

12 Months Ended

Mar. 28, 2015

Employee Retirement and Profit Sharing Plans [Abstract]

Funded status of plan

	Fiscal March
	2015		2014
	(Dollars in thousands)
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	19,369	$	18,224
Actual return on plan assets		1,466		1,726
Employee contribution		0		0
Benefits paid		(594)		(581)
Fair value of plan assets at end of year		20,241		19,369
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year		19,048		19,285
Interest cost		832		776
Actuarial loss (gain)		2,874		(432)
Benefits paid		(594)		(581)
Benefit obligation at end of year		22,160		19,048
(Unfunded) funded status of plan	$	(1,919)	$	321

Amounts recognized in accumulated other comprehensive loss

	Year Ended
	Fiscal March
	2015		2014
	(Dollars in thousands)
Unamortized transition obligation	$	0	$	0
Unamortized prior service cost		0		0
Unamortized net loss		7,393		5,056
Total	$	7,393	$	5,056

Changes in plan assets and benefit obligations recognized in other comprehensive income

	Year Ended
	Fiscal March
	2015		2014
	(Dollars in thousands)
Net transition obligation	$	0	$	0
Prior service cost		0		0
Net actuarial (loss) income		(2,337)		1,464
Total	$	(2,337)	$	1,464

Components of pension (income) expense

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Interest cost on projected benefit obligation	$	832	$	776	$	793
Expected return on plan assets		(1,388)		(1,193)		(1,192)
Amortization of unrecognized actuarial loss		300		658		517
Net pension (income) expense	$	(256)	$	241	$	118

Weighted average assumptions used to determine benefit obligations

	Year Ended
	Fiscal March
	2015		2014
Discount rate	3.69	%	4.42	%

Weighted average assumptions used to determine net periodic pension costs

	Year Ended Fiscal March
	2015		2014		2013
Discount rate	4.42	%	4.08	%	4.49	%
Expected long-term return on assets	7.00	%	7.00	%	7.00	%

Company's asset allocations by asset category

	March 28,		March 29,
	2015		2014
Cash and cash equivalents	2.8	%	2.9	%
Fixed income	36.3	%	29.8	%
Equity securities	60.9	%	67.3	%
Total	100.0	%	100.0	%

Fair value measurement information for the Company's major categories of defined benefit plan assets

	Fair Value Measurements at March 28, 2015 Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
		Total	(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Equity securities:
U.S. companies	$	8,114	$	7,729	$	385
International companies		4,212		4,212
Fixed income:
U.S. corporate bonds		7,354				7,354
Cash equivalents		561				561
Total	$	20,241	$	11,941	$	8,300

	Fair Value Measurements at March 29, 2014 Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Equity securities:
U.S. companies	$	8,804	$	7,966	$	838
International companies		4,241		4,241
Fixed income:
U.S. corporate bonds		5,462				5,462
International bonds		302				302
Cash equivalents		560				560
Total	$	19,369	$	12,207	$	7,162

Pension benefit payments

	Year Ended
	Fiscal March
	(Dollars in thousands)
2016	$	780
2017		808
2018		835
2019		880
2020		929
2021 - 2025		5,448

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Goodwill and Intangible Assets (Estimated future amortization of intangible assets) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015
Customer Lists Trade Names Other [Member]
Estimated future amortization of intangible assets
2016	$ 3,750
2017	3,601
2018	3,533
2019	3,272
2020	2,244
Favorable Leases [Member]
Estimated future amortization of intangible assets
2016	1,086
2017	1,029
2018	1,002
2019	962
2020	$ 940

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Earnings Per Common Share (Narrative) (Details) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Earnings Per Common Share [Abstract]
Antidilutive securities excluded from computation of earnings per share	145	91	955

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Stock Ownership (Narrative) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 12, 2012
Common stock shares authorized	65,000,000	65,000,000
Class C convertible preferred stock, conversion value	$ 0.064	$ 0.064
Distribution amount per share of preferred stock on liquidation of company	$ 1.50
Minimum percentage of preferred stock holders approval for authorization of action	60.00%
Before Amendment [Member]
Common stock shares authorized			45,000,000
After Amendment [Member]
Common stock shares authorized			65,000,000

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Property, Plant and Equipment (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 32.1	$ 28.6	$ 24.7
Amortization expense	$ 5.7	$ 5.2	$ 3.9

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Significant Accounting Policies

12 Months Ended

Mar. 28, 2015

Significant Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Background

Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation (together, “Monro”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire services in the United States.  Monro had 999 Company-operated stores, one franchised location and 14 dealer-operated automotive repair centers located in 25 states as of March 28, 2015.  Monro’s operations are organized and managed in one operating segment.

Accounting estimates

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles.  The preparation of financial statements in conformity with such principles requires the use of estimates by management during the reporting period.  Actual results could differ from those estimates.

Fiscal year

Monro reports its results on a 52/53 week fiscal year ending on the last Saturday of March of each year.  The following are the dates represented by each fiscal period:

“Year ended Fiscal March 2015”: March 30, 2014 – March 28, 2015 (52 weeks)

“Year ended Fiscal March 2014”: March 31, 2013 – March 29, 2014 (52 weeks)

“Year ended Fiscal March 2013”: April 1, 2012 – March 30, 2013 (52 weeks)

Consolidation

The Consolidated Financial Statements include Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation, after the elimination of intercompany transactions and balances.

Reclassifications

Certain amounts in these financials statements have been reclassified to maintain comparability among the periods presented.

Revenue recognition

Sales are recorded upon completion of automotive undercar repair and tire services provided to customers.  The following was Monro’s sales mix for fiscal 2015, 2014 and 2013:

	Year Ended Fiscal March
	2015		2014		2013
Brakes	15	%	15	%	15	%
Exhaust	3		4		4
Steering	10		9		10
Tires	44		44		42
Maintenance	28		28		29
Total	100	%	100	%	100	%

Revenue from the sale of tire road hazard warranty agreements is recognized on a straight-line basis over the contract period or other method when costs are not incurred ratably.

Cash equivalents

We consider all highly liquid instruments with original maturities of three months or less to be cash equivalents.

Inventories

Our inventories consist of automotive parts and tires.  Inventories are valued at the lower of cost or market value using the first-in, first-out (FIFO) method.

Barter credits

We value barter credits at the fair market value of the inventory exchanged, as determined by reference to price lists for buying groups and jobber pricing.  We use these credits primarily to pay vendors for purchases (mainly inventory vendors for the purchase of parts and tires) or to purchase other goods or services from the barter company such as advertising and travel.

Property, plant and equipment

Property, plant and equipment are stated at cost.  Depreciation of property, plant and equipment is provided on a straight-line basis.  Buildings and improvements related to owned locations are depreciated over lives varying from 10 to 39 years; machinery, fixtures and equipment over lives varying from 5 to 15 years; and vehicles over lives varying from 4 to 10 years.  Computer hardware and software is depreciated over lives varying from 3 to 7 years.  Buildings and improvements related to leased locations are depreciated over the shorter of the asset’s useful life or the reasonably assured lease term, as defined in the accounting guidance on leases.  When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and a gain or loss is recorded in the Consolidated Statements of Comprehensive Income.  Expenditures for maintenance and repairs are expensed as incurred.  (See Note 4.)

Long-lived assets

We evaluate the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable.  In the event assets are impaired, losses are recognized to the extent the carrying value exceeds the fair value.  In addition, we report assets to be disposed of at the lower of the carrying amount or the fair market value.

Store opening and closing costs

New store opening costs are charged to expense in the fiscal year when incurred.  When we close a store, the estimated unrecoverable costs, including the remaining lease obligation net of sublease income, if any, are charged to expense.

Leases

Financing Obligations –

We are often involved in the construction of leased stores.  In some cases, we are responsible for construction cost over runs or non-standard tenant improvements.  As a result of this involvement, we are deemed the “owner” for accounting purposes during the construction period, requiring us to capitalize the construction costs on our Consolidated Balance Sheet.  Upon completion of the project, we perform a sale-leaseback analysis pursuant to guidance on accounting for leases to determine if we can remove the assets from our Consolidated Balance Sheet.  For some of these leases, we are considered to have “continuing involvement”, which precludes us from derecognizing the assets from our Consolidated Balance Sheet when construction is complete (“failed sale-leaseback”).  In conjunction with these leases, we capitalize the construction costs on our Consolidated Balance Sheet and also record financing obligations representing payments owed to the landlord.  We do not report rent expense for the properties which are owned for accounting purposes.  Rather, rental payments under the lease are recognized as a reduction of the financing obligation and as interest expense.

Additionally, since we often assume leases in acquisition transactions, the accounting for a seller who was involved in the construction of leased stores passes to us.

During the fourth quarter of fiscal 2013, Monro conducted a review of its lease accounting practices as it relates to certain sale-leaseback transactions.

In connection with this review, we recorded an out of period adjustment to record previously unrecognized failed sale-leaseback transactions.  The adjustment resulted in the recognition of additional property of $.4 million and capital leases and financing obligations of $.7 million on our March 2013 Consolidated Balance Sheet.  As some of the stores impacted related to prior year acquisitions, we also recorded increases in goodwill of $1.9 million, deferred income tax assets of $1.2 million and other long-term liabilities of $2.3 million in our Consolidated Balance Sheet as of March 30, 2013.  The impact to the fiscal 2013 Consolidated Statement of Comprehensive Income was recorded in the fourth quarter as a decrease of $1.0 million in occupancy costs and an increase of $.5 million in interest expense.  The Company determined that this adjustment was not material to its fiscal 2013 or prior period Consolidated Financial Statements.

Capital Leases –

Some of our property is held under capital leases.  These assets are included in property, plant and equipment and depreciated over the term of the lease.  We do not report rent expense for capital leases.  Rather, rental payments under the lease are recognized as a reduction of the capital lease obligation and interest expense.

Operating Leases –

All other leases are considered operating leases.  Rent expense, including rent escalations, is recognized on a straight-line basis over the reasonably assured lease term, as defined in the accounting guidance on leases.  Generally, the lease term is the base lease term plus certain renewal option periods for which renewal is reasonably assured.

Goodwill and intangible assets

We have a history of growth through acquisitions.  Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.  Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.  The carrying value of goodwill is subject to annual impairment reviews in accordance with accounting guidance on goodwill, which we typically perform in the third quarter of the fiscal year.  Impairment reviews may also be triggered by any significant events or changes in circumstances affecting our business.

We have one reporting unit which encompasses all operations including new acquisitions. The goodwill impairment test consists of a two-step process, if necessary. We perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill.  The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization and other relevant qualitative factors. If the qualitative factors are triggered, we perform the two-step process.  The first step is to compare the fair value of our invested capital to the book value of our invested capital. If the fair value is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill.  If the carrying amount of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess.  The loss recognized cannot exceed the carrying amount of goodwill. 

Intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized over their estimated useful lives.  All intangibles and other long-lived assets are reviewed when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.  If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts.  No such indicators were present in fiscal 2015, 2014 or 2013.

A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates.  Additionally, as discussed above, in accordance with accounting guidance, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical market participant would use.  As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed.  Therefore, we may recognize an impairment of an intangible asset or assets even though realized actual cash flows are approximately equal to or greater than its previously forecasted amounts.

As a result of our annual qualitative assessment performed in the third quarter of fiscal 2015, there were no impairments.  There have been no triggering events during the fourth quarter of fiscal 2015.

Self-insurance reserves

We are largely self-insured with respect to workers’ compensation, general liability and employee medical claims.  In order to reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts, and caps total losses in a fiscal year.  We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors.  These accruals are reviewed on a quarterly basis, or more frequently if factors dictate a more frequent review is warranted.  For more complex reserve calculations, such as workers’ compensation, we use the services of an actuary on an annual basis to assist in determining the required reserve for open claims.

Warranty

We provide an accrual for estimated future warranty costs for parts that we install based upon the historical relationship of warranty costs to sales.  Warranty expense related to all product warranties at and for the years ended March 2015, 2014 and 2013 was not material to our financial position or results of operations.  See additional discussion of tire road hazard warranty agreements under the “Revenue recognition” section of this footnote.

Comprehensive income

As it relates to Monro, comprehensive income is defined as net earnings as adjusted for pension liability adjustments and is reported net of related taxes in the Consolidated Statements of Comprehensive Income and in the Consolidated Statements of Changes in Shareholders’ Equity.

Income taxes

Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using tax rates based on currently enacted rules and legislation and anticipated rates that will be in effect when the differences are expected to reverse. The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.  Monro recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority's administrative practices and precedents.  (See Note 7.)

Treasury stock

Treasury stock is accounted for using the par value method.  During the year ended March 30, 2013, Monro’s current Chief Executive Officer surrendered 43,000 shares of Monro’s Common Stock at fair market value to pay the exercise price and to partially satisfy tax withholding obligations on the exercise of 113,000 stock options.  There was no activity for the Chief Executive Officer during the year ended March 29, 2014.  During the year ended March 28, 2015, Monro’s Chief Executive Officer surrendered 77,000 shares of Monro’s Common Stock at fair market value to pay the exercise price on the exercise of 113,000 stock options.

Stock-based compensation

We measure compensation cost arising from the grant of share-based payments to an employee at fair value, and recognize such cost in income over the period during which the employee is required to provide service in exchange for the award, usually the vesting period.  Forfeitures are estimated on the grant date and revised in subsequent periods if actual forfeitures differ from those estimates.

We recognize compensation expense related to stock options using the straight-line approach.  Option awards generally vest equally over the service period established in the award, typically four years.  We estimate fair value using the Black-Scholes valuation model.  Assumptions used to estimate the compensation expense are determined as follows:

· Expected life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees;

· Expected volatility is measured using historical changes in the market price of Monro’s Common Stock;

· Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards;

· Forfeitures are based substantially on the history of cancellations of similar awards granted by Monro in prior years; and

· Dividend yield is based on historical experience and expected future changes.

The weighted average fair value of options granted during fiscal 2015, 2014 and 2013 was $11.27,  $10.10 and $8.67, respectively.  The fair values of the options granted were estimated on the date of their grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Year Ended Fiscal March
	2015		2014		2013
Risk-free interest rate	1.23	%	.86	%	.53	%
Expected life, in years	4		4		4
Expected volatility	27.7	%	29.7	%	34.0	%
Expected dividend yield	.99	%	.97	%	1.14	%

Total stock-based compensation expense included in cost of sales and selling, general and administrative expenses in Monro’s Consolidated Statements of Comprehensive Income for the years ended March 28, 2015, March 29, 2014 and March 30, 2013 was $3.3 million, $3.6 million and $3.1 million, respectively.  The related income tax benefit was $1.2 million, $1.3 million and $1.2 million, respectively. 

Earnings per share

Basic earnings per share is calculated by dividing net income less preferred stock dividends by the weighted average number of shares of Common Stock outstanding during the year.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of Common Stock and equivalents outstanding during the year.  Common Stock equivalents represent shares issuable upon the assumed exercise of stock options.  (See Note 10.)

Advertising

We expense the production costs of advertising the first time the advertising takes place, except for direct response advertising which is capitalized and amortized over its expected period of future benefits.

Direct response advertising consists primarily of coupons for Monro’s services.  The capitalized costs of this advertising are amortized over the period of the coupon’s validity, which is typically two months.

Prepaid advertising at March 28, 2015 and March 29, 2014, and advertising expense for the years ended March 2015, 2014 and 2013, were not material to these financial statements.

Vendor rebates and cooperative advertising credits

We account for vendor rebates and cooperative advertising credits as a reduction of the cost of products purchased, except where the rebate or credit is a reimbursement of costs incurred to sell the vendor’s product, in which case it is offset against the costs incurred. 

Guarantees

At the time we issue a guarantee, we recognize an initial liability for the fair value, or market value, of the obligation we assume under that guarantee.

Recent accounting pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance for the reporting of discontinued operations. This guidance eliminates certain exceptions from reporting discontinued operations that exist under current guidance, and also requires several new disclosures about disposals that qualify as discontinued operations. This guidance is effective for fiscal years and interim periods within those years beginning on or after December15, 2014, with early adoption permitted. The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In May 2014, the FASB issued new accounting guidance for the reporting of revenue from contracts with customers. This guidance provides guidelines a company will apply to determine the measurement of revenue and timing of when it is recognized. In April 2015, the FASB proposed the deferral of the effective date by one year.  Under the proposal, this guidance is effective for the first interim period within annual reporting periods beginning after December15, 2017.  Early adoption is permitted, but not before years beginning after December 15, 2016. We are currently evaluating the potential effect of the adoption of this guidance on our Consolidated Financial Statements.

In January 2015, the FASB issued new accounting guidance related to the disclosure requirements for extraordinary items.  The standard eliminates the concept of extraordinary items on the income statement.  This pronouncement is effective for fiscal years and interim periods within those years beginning after December 15, 2015.  The adoption of this guidance is not expected to have a material effect on our Consolidated Financial Statements.

In February 2015, the FASB issued new accounting guidance that is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This standard simplifies consolidation accounting by reducing the number of consolidation models and will require all entities to re-evaluate consolidation conclusions regarding variable interest entities.This pronouncement is effective for fiscal years and for interim periods within those years beginning after December 15, 2015.The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the presentation of debt issuance costs.This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset.These costs will continue to be amortized to interest expense using the effective interest method.This pronouncement is effective for fiscal years and for interim periods within those years beginning after December 15, 2015.  Retrospective adoption is required.We do not expect this pronouncement to have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the measurement date of an employer's defined benefit obligation and plan assets.  The new guidance permits a reporting entity with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The new guidance should be applied on a prospective basis. The adoption of this standard will not have a material impact on our Consolidated Financial Statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the Securities and Exchange Commission did not, or are not expected to have a material effect on our Consolidated Financial Statements.

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Stock Ownership (Summary of the changes in the number of shares of common stock, Class C preferred stock and treasury stock) (Details)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013	Mar. 31, 2012
Treasury Stock
Summary of the changes in the number of shares of common stock, Class C preferred stock and treasury stock
Shares Issued, Beginning balance	6,076,951	6,073,836	5,967,991
Stock options exercised	103,538	3,115	105,845
Shares Issued, Ending balance	6,180,489	6,076,951	6,073,836
Common Stock
Summary of the changes in the number of shares of common stock, Class C preferred stock and treasury stock
Shares Issued, Beginning balance	37,567,902	37,327,967	36,855,258
Stock options exercised	439,635	239,935	472,709
Shares Issued, Ending balance	38,007,537	37,567,902	37,327,967
Class C Convertible Preferred Stock [Member]
Summary of the changes in the number of shares of common stock, Class C preferred stock and treasury stock
Shares Issued, Beginning balance				32,500
Shares Issued, Ending balance	32,500	32,500	32,500	32,500

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Acquisitions (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended		0 Months Ended
	Jun. 15, 2014 store	Mar. 28, 2015	Mar. 29, 2014	Aug. 18, 2013 store	Aug. 08, 2014 store	Apr. 13, 2014 store	Sep. 28, 2014 store	Aug. 11, 2013 store	Mar. 01, 2015 store	Dec. 07, 2014 store	Mar. 02, 2014 store	Nov. 17, 2013 store	Oct. 20, 2013 store	Apr. 25, 2015 store
Business Acquisition [Line Items]
Number of stores never opened	2
Change in estimates, property, plant and equipment		$ 1,200,000
Change in estimates, intangible assets		800,000
Change in estimates, long-term deferred income tax assets		600,000
Change in estimates, current potion of long-term debt, capital leases and financing obligations		100,000
Change in estimates, long-term capital leases and financing obligations		2,900,000
Change in estimates, other liabilities		(700,000)
Adjustments to goodwill related to purchase accounting		(267,000)	2,296,000
Curry's Automotive Group Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired				10
Hennelly Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired					35
Lentz Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired	10
Kan Rock Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired	9
Bald Tire Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired						2
Wood & Fullerton Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired							9
Mitchell Tire Service Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired								1
Martino Tire Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired									8
Gold Coast Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired										9
Hometown Tire Company, Inc. Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired											1
Carl King Tire Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired												6
S&S Firestone Acquisition [Member]
Business Acquisition [Line Items]
Number of stores acquired												4
XL Tire Acquistion [Member]
Business Acquisition [Line Items]
Number of stores acquired													2
Fiscal 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Total consideration transferred			27,482,000
Sales for acquired entities			15,100,000
Net income for acquired entities			100,000
Fiscal 2015 Acquisitions [Member]
Business Acquisition [Line Items]
Total expensed costs		1,100,000
Total consideration transferred		87,910,000
Sales for acquired entities		52,200,000
Net income for acquired entities		$ 500,000
New York, Georgia, and New Jersey [Member]
Business Acquisition [Line Items]
Number of stores acquired		5
Number of separate transactions		5
Franchise Rights [Member] | Car-X Associates Corp. Acquisition [Member] | Subsequent Event [Member]
Business Acquisition [Line Items]
Number of stores acquired														146
Franchised Units [Member] | Car-X Associates Corp. Acquisition [Member] | Subsequent Event [Member]
Business Acquisition [Line Items]
Number of franchisees														32

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Property, Plant and Equipment (Tables)

12 Months Ended

Mar. 28, 2015

Property, Plant and Equipment [Abstract]

Major classifications of property, plant and equipment

	March 28, 2015						March 29, 2014
			Assets Under						Assets Under
			Capital Lease/						Capital Lease/
	Assets		Financing				Assets		Financing
	Owned		Obligations		Total		Owned		Obligations		Total
	(Dollars in thousands)
Land	$	77,499			$	77,499	$	69,836			$	69,836
Buildings and improvements		204,523	$	89,148		293,671		186,093	$	66,057		252,150
Equipment, signage and fixtures		196,039				196,039		183,373				183,373
Vehicles		21,803				21,803		19,632		67		19,699
Construction-in-progress		3,194				3,194		6,447				6,447
		503,058		89,148		592,206		465,381		66,124		531,505
Less - Accumulated      depreciation and amortization		239,474		25,980		265,454		226,870		22,752		249,622
	$	263,584	$	63,168	$	326,752	$	238,511	$	43,372	$	281,883

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Other Current Assets (Tables)

12 Months Ended

Mar. 28, 2015

Other Current Assets [Abstract]

Composition of other current assets

	Year Ended Fiscal March
	2015		2014
	(Dollars in thousands)
Vendor rebates receivable	$	10,530	$	7,258
Other		10,794		16,124
	$	21,324	$	23,382

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Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013	Mar. 31, 2012
Income Taxes (Textual) [Abstract]
State net operating loss carryforwards available	$ 4,800,000
Carryforward expiration period	Mar. 31, 2035
Unrecognized tax benefits	7,495,000	5,900,000	5,704,000	5,484,000
Interest and penalties recognized related to uncertain tax positions	100,000	(100,000)	(200,000)
Interest and penalties accrued associated with uncertain tax benefit	$ 400,000	$ 300,000
Maximum [Member]
Income Taxes (Textual) [Abstract]
Years under examination	2015
Minimum [Member]
Income Taxes (Textual) [Abstract]
Years under examination	2012

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Acquisitions (Purchase Price Allocations) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Purchase price of acquisitions allocation
Plus: gain on bargain purchase	$ 386,000	$ 217,000	$ 0
Goodwill	349,088,000	270,039,000	249,803,000
Fiscal 2015 Acquisitions [Member]
Purchase price of acquisitions allocation
Inventories	5,648,000
Other current assets	567,000
Property, plant and equipment	31,271,000
Intangible assets	9,216,000
Deferred income tax assets	15,354,000
Other non-current assets	128,000
Total assets acquired	62,184,000
Warranty reserves	925,000
Other current liabilities	2,837,000
Long-term capital leases and financing obligations	47,803,000
Other long-term liabilities	1,639,000
Total liabilities assumed	53,204,000
Total net identifiable assets acquired	8,980,000
Total consideration transferred	87,910,000
Plus: gain on bargain purchase	386,000
Less: total net identifiable assets acquired	8,980,000
Goodwill	79,316,000
Fiscal 2014 Acquisitions [Member]
Purchase price of acquisitions allocation
Inventories		1,513,000
Other current assets		120,000
Property, plant and equipment		9,786,000
Intangible assets		2,069,000
Deferred income tax assets		748,000
Other non-current assets		94,000
Total assets acquired		14,330,000
Warranty reserves		176,000
Other current liabilities		801,000
Long-term capital leases and financing obligations		2,958,000
Other long-term liabilities		369,000
Total liabilities assumed		4,304,000
Total net identifiable assets acquired		10,026,000
Total consideration transferred		27,482,000
Plus: gain on bargain purchase		217,000
Less: total net identifiable assets acquired		10,026,000
Goodwill		$ 17,673,000

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Mar. 28, 2015

Goodwill and Intangible Assets [Abstract]

Changes in goodwill

	Dollars in thousands
Balance at March 30, 2013	$	249,803
Fiscal 2014 acquisitions		17,940
Adjustments to fiscal 2013 purchase accounting		2,296
Balance at March 29, 2014		270,039
Fiscal 2015 acquisitions		79,316
Adjustments to fiscal 2014 purchase accounting		(267)
Balance at March 28, 2015	$	349,088

Composition of other intangible assets

	Year Ended Fiscal March
	2015				2014
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(Dollars in thousands)
Customer lists	$	23,648	$	11,024	$	19,566	$	8,548
Trade names		17,550		5,791		14,003		4,648
Favorable leases		15,074		4,925		12,700		3,751
Other intangible assets		660		637		660		611
Total intangible assets	$	56,932	$	22,377	$	46,929	$	17,558

Estimated future amortization of intangible assets

	Customer lists/
	Trade names/		Favorable
Year Ending Fiscal March	Other		Leases
	(Dollars in thousands)
2016	$	3,750	$	1,086
2017		3,601		1,029
2018		3,533		1,002
2019		3,272		962
2020		2,244		940

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Long-Term Debt, Capital Leases And Financing Obligations (Tables)

12 Months Ended

Mar. 28, 2015

Long-Term Debt, Capital Leases And Financing Obligations [Abstract]

Long-term debt

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Revolving Credit Facility, LIBOR-based (a)	$	122,543	$	105,841
Long-term debt	$	122,543	$	105,841
Obligations under capital leases and financing obligations at various      interest rates, due in installments through 2045	$	142,053	$	88,091
Mortgage Note Payable, non-interest bearing, secured by warehouse and office       land, due in one installment in 2015		0		660
Less – Current portion of long-term debt, capital leases and financing obligations		(8,908)		(7,552)
Long-term capital leases and financing obligations	$	133,145	$	81,199

_________________

(a) The London Interbank Offered Rate (LIBOR) at March 28, 2015 was .18%.

Aggregate debt maturities over the next five years

	Capital Leases/
	Financing Obligations
	Aggregate		Imputed		All Other
Year Ending Fiscal March	Amount		Interest		Debt		Total
	(Dollars in thousands)
2016	$	19,075	$	(10,167)			$	8,908
2017		18,601		(9,624)				8,977
2018		18,809		(8,987)	$	122,543		132,365
2019		18,779		(8,275)				10,504
2020		18,810		(7,547)				11,263

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Cash flows from operating activities
Net income	$ 61,799	$ 54,459	$ 42,567
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization	35,721	31,688	27,500
Stock-based compensation expense	3,264	3,551	3,084
Excess tax benefits from share-based payment arrangements	(121)	(195)	(441)
Net change in deferred income taxes	6,338	4,520	(375)
Gain on bargain purchase	(386)	(217)	0
Loss on disposal of assets	265	373	375
Change in operating assets and liabilities (excluding acquisitions)
Trade receivables	168	107	(511)
Inventories	805	(5,192)	(5,968)
Other current assets	2,622	5,149	(7,176)
Other non-current assets	(498)	1,844	5,468
Trade payables	9,599	(7,685)	15,657
Accrued expenses	2,937	3,656	3,826
Federal and state income taxes payable	4,764	2,031	1,779
Other long-term liabilities	(1,037)	491	(844)
Long-term income taxes payable	109	(637)	(505)
Total adjustments	64,550	39,484	41,869
Net cash provided by operating activities	126,349	93,943	84,436
Cash flows from investing activities:
Capital expenditures	(34,750)	(32,150)	(34,185)
Acquisitions, net of cash acquired	(84,367)	(27,467)	(163,326)
Proceeds from the disposal of assets	409	3,916	3,037
Net cash used for investing activities	(118,708)	(55,701)	(194,474)
Cash flows from financing activities:
Proceeds from borrowings	343,561	304,321	371,031
Principal payments on long-term debt, capital leases and financing obligations	(336,617)	(333,174)	(253,445)
Exercise of stock options	8,664	4,314	2,957
Excess tax benefits from share-based payment arrangements	121	195	441
Dividends paid	(16,845)	(14,156)	(12,740)
Net cash (used for) provided by financing activities	(1,116)	(38,500)	108,244
Increase (decrease) in cash	6,525	(258)	(1,794)
Cash at beginning of year	1,205	1,463	3,257
Cash at end of year	$ 7,730	$ 1,205	$ 1,463

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Income Taxes (Tables)

12 Months Ended

Mar. 28, 2015

Income Taxes [Abstract]

Components of the provision for income taxes

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Current -
Federal	$	28,262	$	25,978	$	22,366
State		2,956		1,579		2,266
		31,218		27,557		24,632
Deferred -
Federal		6,194		4,793		(101)
State		144		(273)		(274)
		6,338		4,520		(375)
Total	$	37,556	$	32,077	$	24,257

Deferred tax (liabilities) assets

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Goodwill	$	(24,167)	$	(18,189)
Other		(939)		(734)
Total deferred tax liabilities		(25,106)		(18,923)
Property and equipment		20,592		5,815
Insurance reserves		10,813		9,774
Warranty and other reserves		4,538		4,228
Stock options		3,729		3,897
Accrued compensation		1,913		1,650
Deferred rent		1,861		1,961
Other		5,770		5,168
Total deferred tax assets		49,216		32,493
Net deferred tax assets	$	24,110	$	13,570

Reconciliation between Federal statutory tax rate and effective tax rate reflected in accompanying financial statements

	Year Ended Fiscal March
	2015			2014			2013
	Amount		Percent	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Federal income tax based on      statutory tax rate applied      to income before taxes	$	34,774	35.0	$	30,287	35.0	$	23,388	35.0
State income tax, net of      federal income tax benefit		2,170	2.2		2,097	2.4		1,159	1.7
Other		612	0.6		(307)	(0.3)		(290)	(0.4)
	$	37,556	37.8	$	32,077	37.1	$	24,257	36.3

Income taxes associated with unrecognized tax benefits

	Dollars in thousands
Balance at March 31, 2012	$	5,484
Tax positions related to current year:
Additions		1,198
Reductions
Tax positions related to prior years:
Additions
Reductions
Settlements		(266)
Lapses in statutes of limitations		(712)
Balance at March 30, 2013		5,704
Tax positions related to current year:
Additions		1,678
Reductions
Tax positions related to prior years:
Additions
Reductions		(88)
Settlements		(381)
Lapses in statutes of limitations		(1,013)
Balance at March 29, 2014		5,900
Tax positions related to current year:
Additions		2,066
Reductions
Tax positions related to prior years:
Additions		164
Reductions		33
Settlements
Lapses in statutes of limitations		(668)
Balance at March 28, 2015	$	7,495

XML

Supplemental Disclosure of Cash Flow Information (Liabilities on acquisitions assumed) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Business Acquisition [Line Items]
Gain on bargain purchase	$ (386,000)	$ (217,000)	$ 0
Cash paid, net of cash acquired	(84,367,000)	(27,467,000)	(163,326,000)
Fiscal 2015 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of assets acquired	62,184,000
Goodwill	79,316,000
Gain on bargain purchase	(386,000)
Cash paid, net of cash acquired	(84,403,000)
Amounts payable to seller	(3,507,000)
Liabilities assumed	53,204,000
Fiscal 2014 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of assets acquired		14,330,000
Goodwill		17,673,000
Gain on bargain purchase		(217,000)
Cash paid, net of cash acquired		(27,482,000)
Liabilities assumed		4,304,000
Fiscal 2013 Acquisitions [Member]
Business Acquisition [Line Items]
Fair value of assets acquired			101,926,000
Goodwill			117,602,000
Cash paid, net of cash acquired			(163,275,000)
Liabilities assumed			$ 56,253,000

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Significant Accounting Policies (Leases, Goodwill And Intangible Assets Narrative) (Details) (USD $)	9 Months Ended	12 Months Ended
	Dec. 27, 2014	Mar. 30, 2013
Significant Accounting Policies [Abstract]
Property, plant and equipment- financing obligations		$ 400,000
Capital leases and financing obligations-financing obligation		700,000
Goodwill-financing obligation		1,900,000
Deferred income taxes-financing obligation		1,200,000
Other long-term liabilities-financing obligation		2,300,000
Occupancy costs-financing obligation		(1,000,000)
Interest expense-financing obligations		500,000
Impairment of intangible assets	$ 0

XML

Long-Term Debt, Capital Leases And Financing Obligations (Narrative) (Details) (USD $)	1 Months Ended		12 Months Ended
	Dec. 31, 2012	Jun. 30, 2011 item	Mar. 28, 2015 item		Mar. 29, 2014		Mar. 31, 1995 acre
Debt Instrument [Line Items]
Revolving credit facility agreement	$ 250,000,000	$ 175,000,000
Credit Facility Increased Availability	75,000,000	75,000,000
Interest rate over LIBOR on the facility			1.25%		1.25%
Revolving credit facility agreement term		5 years
Revolving credit facility agreement, number of participating banks		7	6
Debt Instrument, Maturity Date			Dec. 01, 2017
Provision allowing to expand the amount of overall facility	75,000,000
Revolving Credit Facility, LIBOR-based			122,543,000	[1]	105,841,000	[1]
Line of credit sub-facility for issuing standby letters of credit			40,000,000
Percentage of face amount of standby letter of credit payable as fees			1.375%
Letters of credit outstanding			23,700,000
Net availability under the credit facility			103,800,000
Carrying amount of long-term debt (including current portion)			122,543,000		105,841,000
Fair value of long-term debt (including current portion)			122,500,000		106,500,000
The total amount financed for properties with capital leases and financing obligations			142,100,000
Acres of land purchased							12.7
Purchase price of land purchased							$ 700,000
Percentage of land purchased via a non-interest mortgage							100.00%
Period of non-interest bearing mortgage							20 years
Term extension of credit facility	1 year 6 months
Maximum [Member]
Debt Instrument [Line Items]
Percentage of net income permit as cash dividend, maximum			50.00%

[1] The London Interbank Offered Rate (LIBOR) at March 28, 2015 was .18%.

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Employee Retirement and Profit Sharing Plans (Funded status of plan) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Change in Plan Assets:
Fair value of plan assets at beginning of year	$ 19,369	$ 18,224
Actual return on plan assets	1,466	1,726
Employee contribution	0	0
Benefits paid	(594)	(581)
Fair value of plan assets at end of year	20,241	19,369	18,224
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	19,048	19,285
Interest cost	832	776	793
Actuarial loss (gain)	2,874	(432)
Benefits paid	(594)	(581)
Benefit obligation at end of year	22,160	19,048	19,285
(Unfunded) funded status of plan	$ (1,919)	$ 321

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014
Current assets
Cash and equivalents	$ 7,730	$ 1,205
Trade receivables	2,561	2,728
Federal and state income taxes receivable		2,171
Inventories	129,727	124,920
Deferred income tax assets	13,942	13,710
Other current assets	21,324	23,382
Total current assets	175,284	168,116
Property, plant and equipment	592,206	531,505
Less - Accumulated depreciation and amortization	(265,454)	(249,622)
Net property, plant and equipment	326,752	281,883
Goodwill	349,088	270,039
Intangible assets	34,555	29,371
Other non-current assets	11,947	10,547
Long-term deferred income tax assets	10,168
Total assets	907,794	759,956
Current liabilities
Current portion of long-term debt, capital leases and financing obligations	8,908	7,552
Trade payables	62,920	53,321
Federal and state income taxes payable	385
Accrued payroll, payroll taxes and other payroll benefits	22,265	20,206
Accrued insurance	32,373	32,353
Warranty reserves	10,752	9,557
Other current liabilities	18,190	13,752
Total current liabilities	155,793	136,741
Long-term capital leases and financing obligations	133,145	81,199
Long-term debt	122,543	105,841
Accrued rent expense	5,342	5,700
Other long-term liabilities	14,458	11,558
Long-term deferred income tax liabilities		140
Long-term income taxes payable	2,902	2,793
Total liabilities	434,183	343,972
Commitments and contingencies
Shareholders' equity:
Class C Convertible Preferred Stock, $1.50 par value, $.064 conversion value; 150,000 shares authorized; 32,500 shares issued and outstanding	49	49
Common Stock, $.01 par value, 65,000,000 shares authorized; 38,007,537 and 37,567,902 shares issued at March 28, 2015 and March 29, 2014, respectively	380	376
Treasury Stock, 6,180,489 and 6,076,951 shares at March 28, 2015 and March 29, 2014, respectively, at cost	(95,638)	(90,241)
Additional paid-in capital	160,880	141,365
Accumulated other comprehensive loss	(4,584)	(3,135)
Retained earnings	412,524	367,570
Total shareholders' equity	473,611	415,984
Total liabilities and shareholders' equity	$ 907,794	$ 759,956

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Acquisitions (Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 9,216	$ 2,069
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life	11 years	8 years
Customer Lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets	4,073	776
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life	7 years	7 years
Trade names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets	3,548	500
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life	14 years	7 years
Favorable Leases [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets	1,595	778
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life	17 years	10 years
Non-compete Agreement [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 15
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		3 years

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Consolidated Statements of Changes in Shareholders' Equity (USD $) In Thousands, unless otherwise specified		Class C Convertible Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total
Balance beginning at Mar. 31, 2012		$ 49	$ 368	$ (86,493)	$ 119,690	$ 297,440	$ (3,555)	$ 327,499
Net income						42,567		42,567
Other comprehensive income (loss):
Pension liability adjustment (pre-tax)							(488)	(488)
Dividends:
Preferred dividends	[1]					(304)		(304)
Common dividends	[1]					(12,436)		(12,436)
Tax benefit from exercise of stock options					2,764			2,764
Exercise of stock options	[2]		5	(3,571)	5,922			2,356
Stock option compensation					3,084			3,084
Balance ending at Mar. 30, 2013		49	373	(90,064)	131,460	327,267	(4,043)	365,042
Net income						54,459		54,459
Other comprehensive income (loss):
Pension liability adjustment (pre-tax)							908	908
Dividends:
Preferred dividends	[1]					(334)		(334)
Common dividends	[1]					(13,822)		(13,822)
Tax benefit from exercise of stock options					1,866			1,866
Exercise of stock options	[2]		3	(177)	4,488			4,314
Stock option compensation					3,551			3,551
Balance ending at Mar. 29, 2014		49	376	(90,241)	141,365	367,570	(3,135)	415,984
Net income						61,799		61,799
Other comprehensive income (loss):
Pension liability adjustment (pre-tax)							(1,449)	(1,449)
Dividends:
Preferred dividends	[1]					(395)		(395)
Common dividends	[1]					(16,450)		(16,450)
Stock issuance costs					(14)			(14)
Tax benefit from exercise of stock options					2,208			2,208
Exercise of stock options	[2]		4	(5,397)	14,057			8,664
Stock option compensation					3,264			3,264
Balance ending at Mar. 28, 2015		$ 49	$ 380	$ (95,638)	$ 160,880	$ 412,524	$ (4,584)	$ 473,611

[1] Dividends paid per common share or common share equivalent were $.52, $.44 and $.40, respectively, for the years ended March 28, 2015, March 29, 2014 and March 30, 2013.

[2] Includes the receipt of treasury stock in connection with the exercise of stock options and to partially satisfy tax withholding obligations.

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Income Taxes (Reconciliation between Federal statutory tax rate and effective tax rate reflected in accompanying financial statements) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Reconciliation between Federal statutory tax rate and effective tax rate reflected in accompanying financial statements
Federal income tax based on statutory tax rate applied to income before taxes	$ 34,774	$ 30,287	$ 23,388
State income tax, net of federal income tax benefit	2,170	2,097	1,159
Other	612	(307)	(290)
Income Tax Expense (Benefit), Total	$ 37,556	$ 32,077	$ 24,257
Federal income tax based on statutory tax rate applied to income before taxes, percentage	35.00%	35.00%	35.00%
State income tax, net of federal income tax benefit, percentage	2.20%	2.40%	1.70%
Other, percentage	0.60%	(0.30%)	(0.40%)
Total income taxes provision, percentage	37.80%	37.10%	36.30%

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Earnings Per Common Share (Tables)

12 Months Ended

Mar. 28, 2015

Earnings Per Common Share [Abstract]

Reconciliation Of Basic And Diluted Earnings Per Common Share

	Year Ended Fiscal March
	2015		2014		2013
	(Amounts in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	61,799	$	54,459	$	42,567
Less:   Preferred stock dividends		(395)		(334)		(304)
Income available to common stockholders	$	61,404	$	54,125	$	42,263
Denominator for earnings per common share calculation:
Weighted average common shares, basic		31,605		31,394		31,067
Effect of dilutive securities:
Preferred stock		760		760		760
Stock options		579		488		481
Weighted average common shares, diluted		32,944		32,642		32,308
Basic earnings per common share:	$	1.94	$	1.72	$	1.36
Diluted earnings per common share:	$	1.88	$	1.67	$	1.32

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Share Based Compensation (A summary of the status of and changes in nonvested stock options granted) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
A summary of the status of and changes in nonvested stock options granted
Non-vested, shares, beginning balance	612,829	879,197	722,075
Granted, shares	211,225	181,400	511,600
Vested, shares	(382,197)	(417,743)	(332,566)
Canceled, shares	(22,128)	(30,025)	(21,912)
Non-vested, shares, ending balance	419,729	612,829	879,197
Weighted average grant date fair value, beginning of period	$ 8.88	$ 8.52	$ 8.16
Weighted average grant date fair value, granted	$ 11.27	$ 10.11	$ 8.67
Weighted average grant date fair value, vested	$ 9.22	$ 8.66	$ 7.98
Weighted average grant date fair value, canceled	$ 10.37	$ 8.90	$ 8.26
Weighted average grant date fair value, end of period	$ 9.70	$ 8.88	$ 8.52

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Supplemental Disclosure of Cash Flow Information

12 Months Ended

Mar. 28, 2015

Supplemental Disclosure of Cash Flow Information [Abstract]

Supplemental Disclosure of Cash Flow Information

NOTE 14 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The following transactions represent non-cash investing and financing activities during the periods indicated:

Year ended March 28, 2015

In connection with the fiscal 2015 acquisitions (see Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	62,184,000
Goodwill		79,316,000
Gain on bargain purchase		(386,000)
Cash paid, net of cash acquired		(84,403,000)
Amounts payable to seller		(3,507,000)
Liabilities assumed	$	53,204,000

In connection with the accounting for capital leases and financing obligations, we increased both property, plant and equipment and capital leases and financing obligations by $11,599,000.

Year ended March 29, 2014

In connection with the fiscal 2014 acquisitions (see Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	14,330,000
Goodwill		17,673,000
Gain on bargain purchase		(217,000)
Cash paid, net of cash acquired		(27,482,000)
Liabilities assumed	$	4,304,000

Year ended March 30, 2013

In connection with the fiscal 2013 acquisitions, liabilities were assumed as follows:

Fair value of assets acquired	$	101,926,000
Goodwill		117,602,000
Cash paid, net of cash acquired		(163,275,000)
Liabilities assumed	$	56,253,000

In connection with the exercise of stock options and the satisfaction of tax withholding obligations by Monro’s Chief Executive Officer (see Note 1), an Executive Vice President and two members of Monro’s Board of Directors, we increased current liabilities, Common Stock, paid-in capital and treasury stock by $601,000,  $2,000,  $2,968,000 and $3,571,000, respectively. 

In connection with the accounting for financing obligations, we increased deferred income tax asset, property, plant and equipment, goodwill, capital leases and financing obligations, other long-term liabilities by $1,164,000,  $200,000,  $1,899,000,  $629,000 and $2,567,000, respectively and decreased intangible assets by $67,000.

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Cash paid during the year:
Interest, net	$	11,119	$	9,099	$	6,914
Income taxes, net	$	26,141	$	25,849	$	22,850

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Operating Leases and Other Commitments (Tables)

12 Months Ended

Mar. 28, 2015

Operating Leases and Other Commitments [Abstract]

Future minimum payments required under non-cancellable leases

			Less -
			Sublease
Year Ending Fiscal March	Leases		Income		Net
	(Dollars in thousands)
2016	$	35,169	$	(333)	$	34,836
2017		30,022		(193)		29,829
2018		23,638		(143)		23,495
2019		16,484		(76)		16,408
2020		10,514		(45)		10,469
Thereafter		38,178		(68)		38,110
Total	$	154,005	$	(858)	$	153,147

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Subsequent Events

12 Months Ended

Mar. 28, 2015

Subsequent Events [Abstract]

Subsequent Events

NOTE 16 – SUBSEQUENT EVENTS

In May 2015, Monro’s Board of Directors declared a regular quarterly cash dividend of $.15 per common share or common share equivalent to be paid to shareholders of record as of June 1, 2015.  The dividend will be paid on June 11, 2015.

See Note 2 for a discussion of an acquisition subsequent to March 28, 2015.

See Note 11 for a discussion of the employment agreement with our Executive Chairman, Robert G. Gross entered into on May 21, 2015.

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Earnings Per Common Share (Reconciliation Of Basic And Diluted Earnings Per Common Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 28, 2015		Mar. 29, 2014		Mar. 30, 2013
Numerator For Earnings Per Share Calculation [Abstract]
Net income	$ 61,799		$ 54,459		$ 42,567
Preferred stock dividends	(395)	[1]	(334)	[1]	(304)	[1]
Income available to common shareholders	$ 61,404		$ 54,125		$ 42,263
Denominator for earnings per common share calculation:
Weighted average common shares, basic	31,605		31,394		31,067
Effect of dilutive securities:
Preferred stock	760		760		760
Stock options	579		488		481
Weighted average number of common shares, diluted	32,944		32,642		32,308
Basic Earnings per common share:	$ 1.94		$ 1.72		$ 1.36
Diluted Earnings per common share:	$ 1.88		$ 1.67		$ 1.32

[1] Dividends paid per common share or common share equivalent were $.52, $.44 and $.40, respectively, for the years ended March 28, 2015, March 29, 2014 and March 30, 2013.

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Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Consolidated Statement of Changes in Shareholders' Equity [Abstract]
Common stock cash dividends per share	$ 0.52	$ 0.44	$ 0.40
Pension liability adjustment - pre-tax	$ (2,337)	$ 1,464	$ (787)

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 28, 2015	Mar. 29, 2014
Consolidated Balance Sheets [Abstract]
Class C convertible preferred stock par value	$ 1.50	$ 1.50
Class C convertible preferred stock, conversion value	$ 0.064	$ 0.064
Class C convertible preferred stock shares authorized	150,000	150,000
Class C convertible preferred stock shares issued	32,500	32,500
Class C convertible preferred stock shares outstanding	32,500	32,500
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	65,000,000	65,000,000
Common shares issued	38,007,537	37,567,902
Treasury stock shares	6,180,489	6,076,951

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Share Based Compensation

12 Months Ended

Mar. 28, 2015

Share Based Compensation [Abstract]

Share Based Compensation

NOTE 9 – SHARE BASED COMPENSATION

Monro currently grants stock option awards under the 2007 Incentive Stock Option Plan (the “2007 Plan”).  The 2007 Plan was authorized by the Board of Directors in June 2007, initially reserving 873,000 shares (as retroactively adjusted for stock splits) of Common Stock for issuance to eligible employees and all non-employee directors.  The 2007 Plan was approved by shareholders in August 2007.  Prior to fiscal 2008, Monro had options outstanding under three other stock option plans: the 1994 Non-Employee Directors Stock Option Plan (the “1994 Plan”) (which was approved by shareholders in August 1995); the 1998 Incentive Stock Option Plan (the “1998 Plan”) (which was approved by shareholders in August 1999); and the 2003 Non-Employee Directors Stock Option Plan (the “2003 Plan”) (which was approved by shareholders in August 2003), collectively the “Prior Plans”.  Upon shareholder approval of the 2007 Plan, all shares of Common Stock available for award under the 1998 and 2003 Plans were transferred to, and made available for award under the 2007 Plan.  The 1994 Plan had no options available for grant upon adoption of the 2007 Plan.  No further option grants may be made under the Prior Plans, although outstanding awards under the Prior Plans will remain outstanding in accordance with the terms of those plans and the stock option agreements entered into under those plans.

The 1994 Plan had a total of 675,345 common shares authorized for issuance; the 1998 Plan had a total of 4,016,250 shares authorized for issuance; and the 2003 Plan had a total of 315,000 shares authorized for issuance (all as retroactively adjusted for stock splits).  Upon authorization of the 2007 Plan by shareholders, 628,620 shares (as retroactively adjusted for stock splits) were transferred from the 1998 and 2003 Plans into the 2007 Plan, bringing the total authorized shares to 1,501,620 (as retroactively adjusted for stock splits).  In addition, in May 2013 and 2010, the Compensation Committee of the Board of Directors authorized an additional 2,000,000 and 1,500,000 shares (as retroactively adjusted for stock splits), respectively, of common stock for grant under the 2007 Plan, which were approved by shareholders in August 2013 and August 2010, respectively.  At March 28, 2015, there was a total of 5,001,620 shares authorized for grant under the 2007 Plan (as retroactively adjusted for stock splits), including the shares transferred from the 1998 and 2003 Plans.

Generally, employee options vest over afour year period, and have a duration of six to ten years.  Outstanding options are exercisable for various periods through March 2021.

A summary of changes in outstanding stock options is as follows:

	Weighted
	Average
	Exercise		Options
	Price		Outstanding
At March 31, 2012	$	22.75	1,851,588
Granted	$	35.19	511,600
Exercised	$	12.54	(472,709)
Canceled	$	29.99	(26,365)
At March 30, 2013	$	28.66	1,864,114
Granted	$	45.38	181,400
Exercised	$	18.73	(239,935)
Canceled	$	35.48	(32,178)
At March 29, 2014	$	31.58	1,773,401
Granted	$	52.73	211,225
Exercised	$	31.98	(439,635)
Canceled	$	43.04	(26,661)
At March 28, 2015	$	34.21	1,518,330

The total shares exercisable at March 28, 2015, March 29, 2014 and March 30, 2013 was 1,098,601,  1,160,572 and 984,917, respectively.  The weighted average exercise price of all shares exercisable at March 28, 2015 was $31.09.  There were 1,963,763 shares available for grant at March 28, 2015.

The weighted average contractual term of all options outstanding at March 28, 2015 and March 29, 2014 was 2.7 years and 3.1 years, respectively.  The aggregate intrinsic value of all options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) outstanding at March 28, 2015 and March 29, 2014 was $46.7 million and $44.2 million, respectively.

The weighted average contractual term of all options exercisable at March 28, 2015 and March 29, 2014 was 2.2 years and 2.8 years, respectively.  The aggregate intrinsic value of all options exercisable at March 28, 2015 and March 29, 2014 was $37.2 million and $31.5 million, respectively.

A summary of the status of and changes in nonvested stock options granted is as follows:

		Weighted
		Average
		Grant-Date
		Fair Value
	Options	(per Option)
Non-vested at March 31, 2012	722,075	$	8.16
Granted	511,600	$	8.67
Vested	(332,566)	$	7.98
Canceled	(21,912)	$	8.26
Non-vested at March 30, 2013	879,197	$	8.52
Granted	181,400	$	10.11
Vested	(417,743)	$	8.66
Canceled	(30,025)	$	8.90
Non-vested at March 29, 2014	612,829	$	8.88
Granted	211,225	$	11.27
Vested	(382,197)	$	9.22
Canceled	(22,128)	$	10.37
Non-vested at March 28, 2015	419,729	$	9.70

The following table summarizes information about fixed stock options outstanding at March 28, 2015:

	Options Outstanding				Options Exercisable
		Weighted	Weighted			Weighted
		Average	Average		Shares	Average
Range of	Shares	Remaining	Exercise		Under	Exercise
Exercise Prices	Under Option	Life	Price		Option	Price
$11.57 - $26.64	369,869	2.03	$	19.00	369,869	$	19.00
$26.65 - $33.64	500,486	2.56	$	33.34	331,862	$	33.35
$33.65 - $44.46	367,354	2.11	$	37.88	309,333	$	37.63
$44.47 - $67.09	280,621	4.63	$	50.98	87,537	$	50.45

During the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, the fair value of awards vested under Monro’s stock plans was $3.5 million, $3.6 million and $2.7 million, respectively.

The aggregate intrinsic value is based on Monro’s closing stock price of $64.96,  $56.51 and $39.71 as of the last trading day of the periods ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.  The aggregate intrinsic value of options exercised during the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013 was $10.3 million, $7.4 million and $10.6 million, respectively.  As of March 28, 2015, there was $3.1 million of unrecognized compensation expense related to non-vested fixed stock options that is expected to be recognized over a weighted average period of approximately two years.

Cash received from option exercises under all stock option plans was $8.7 million, $4.3 million and $3.0 million for the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.  The actual tax benefit realized for the tax deductions from option exercises was $2.2 million, $1.9 million and $2.8 million for the fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.

Monro issues new shares of Common Stock upon the exercise of stock options.

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Document and Entity Information (USD $)	12 Months Ended
	Mar. 28, 2015	May 08, 2015	Sep. 27, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	MONRO MUFFLER BRAKE INC
Entity Central Index Key	0000876427
Document Type	10-K
Document Period End Date	Mar. 28, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--03-28
Entity Well Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1,475,500,000
Entity Common Stock Shares Outstanding		31,828,585

XML

Earnings Per Common Share

12 Months Ended

Mar. 28, 2015

Earnings Per Common Share [Abstract]

Earnings Per Common Share

NOTE 10 – EARNINGS PER COMMON SHARE

The following is a reconciliation of basic and diluted earnings per common share for the respective years:

	Year Ended Fiscal March
	2015		2014		2013
	(Amounts in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	61,799	$	54,459	$	42,567
Less:   Preferred stock dividends		(395)		(334)		(304)
Income available to common stockholders	$	61,404	$	54,125	$	42,263
Denominator for earnings per common share calculation:
Weighted average common shares, basic		31,605		31,394		31,067
Effect of dilutive securities:
Preferred stock		760		760		760
Stock options		579		488		481
Weighted average common shares, diluted		32,944		32,642		32,308
Basic earnings per common share:	$	1.94	$	1.72	$	1.36
Diluted earnings per common share:	$	1.88	$	1.67	$	1.32

The computation of diluted earnings per common share for fiscal 2015, 2014 and 2013 excludes the effect of assumed exercise of approximately 145,000,  91,000 and 955,000 of stock options, respectively, as the exercise price of these options was greater than the average market value of Monro’s Common Stock for those periods, resulting in an anti-dilutive effect on diluted earnings per share.

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Employee Retirement and Profit Sharing Plans (Pension benefit payments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015
Employee Retirement and Profit Sharing Plans [Abstract]
2016	$ 780
2017	808
2018	835
2019	880
2020	929
2021 - 2025	$ 5,448

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Consolidated Statements Of Comprehensive Income [Abstract]
Sales	$ 894,492	$ 831,432	$ 731,997
Cost of sales, including distribution and occupancy costs	541,142	511,458	453,850
Gross profit	353,350	319,974	278,147
Operating, selling, general and administrative expenses	243,561	224,627	204,442
Operating income	109,789	95,347	73,705
Interest expense, net of interest income	11,342	9,470	7,213
Other income, net	(908)	(659)	(332)
Income before provision for income taxes	99,355	86,536	66,824
Provision for income taxes	37,556	32,077	24,257
Net income	61,799	54,459	42,567
Other comprehensive (loss) income:
Changes in pension, net of tax (benefit) provision of ($888), $556 and ($299), respectively	(1,449)	908	(488)
Other comprehensive (loss) income	(1,449)	908	(488)
Comprehensive income	$ 60,350	$ 55,367	$ 42,079
Earnings per share:
Basic	$ 1.94	$ 1.72	$ 1.36
Diluted	$ 1.88	$ 1.67	$ 1.32
Weighted average number of common shares outstanding used in computing earnings per share:
Basic	31,605	31,394	31,067
Diluted	32,944	32,642	32,308

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Property, Plant and Equipment

12 Months Ended

Mar. 28, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

The major classifications of property, plant and equipment are as follows:

	March 28, 2015						March 29, 2014
			Assets Under						Assets Under
			Capital Lease/						Capital Lease/
	Assets		Financing				Assets		Financing
	Owned		Obligations		Total		Owned		Obligations		Total
	(Dollars in thousands)
Land	$	77,499			$	77,499	$	69,836			$	69,836
Buildings and improvements		204,523	$	89,148		293,671		186,093	$	66,057		252,150
Equipment, signage and fixtures		196,039				196,039		183,373				183,373
Vehicles		21,803				21,803		19,632		67		19,699
Construction-in-progress		3,194				3,194		6,447				6,447
		503,058		89,148		592,206		465,381		66,124		531,505
Less - Accumulated      depreciation and amortization		239,474		25,980		265,454		226,870		22,752		249,622
	$	263,584	$	63,168	$	326,752	$	238,511	$	43,372	$	281,883

Depreciation expense totaled $32.1 million, $28.6 million and $24.7 million for the fiscal years ended March 2015, 2014 and 2013, respectively.

Amortization expense recorded under capital leases and financing obligations and included in depreciation expense above totaled $5.7 million, $5.2 million and $3.9 million for the fiscal years ended March 2015, 2014 and 2013, respectively.

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Other Current Assets

12 Months Ended

Mar. 28, 2015

Other Current Assets [Abstract]

Other Current Assets

NOTE 3 – OTHER CURRENT ASSETS

The composition of other current assets is as follows:

	Year Ended Fiscal March
	2015		2014
	(Dollars in thousands)
Vendor rebates receivable	$	10,530	$	7,258
Other		10,794		16,124
	$	21,324	$	23,382

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Litigation

12 Months Ended

Mar. 28, 2015

Litigation [Abstract]

Litigation

NOTE 15– LITIGATION

We are currently a party to various claims and legal proceedings incidental to the conduct of our business.  If management believes that a loss arising from any of these matters is probable and can reasonably be estimated, we will record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.  Litigation is subject to inherent uncertainties, and unfavorable rulings could occur and may include monetary damages.  If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which any such ruling occurs, or in future periods.  However, based on currently available information, management believes that the ultimate outcome of any of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position, overall trends in results of operations or cash flow.

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Operating Leases and Other Commitments

12 Months Ended

Mar. 28, 2015

Operating Leases and Other Commitments [Abstract]

Operating Leases and Other Commitments

NOTE 11 – OPERATING LEASES AND OTHER COMMITMENTS

We lease retail facilities under noncancellable lease agreements which expire at various dates through fiscal 2041.  In addition to stated minimum payments, certain real estate leases have provisions for contingent rentals when retail sales exceed specified levels.  Generally, the leases provide for renewal for various periods at stipulated rates.  Most of the facilities’ leases require payment of property taxes, insurance and maintenance costs in addition to rental payments, and several provide an option to purchase the property at the end of the lease term.

In recent years, we have entered into agreements for the sale/leaseback of certain stores.  Realized gains are deferred and are credited to income as rent expense adjustments over the lease terms.  We have lease renewal options under the real estate agreements at projected future fair market values.

Future minimum payments required under noncancellable leases (including closed stores) are as follows:

			Less -
			Sublease
Year Ending Fiscal March	Leases		Income		Net
	(Dollars in thousands)
2016	$	35,169	$	(333)	$	34,836
2017		30,022		(193)		29,829
2018		23,638		(143)		23,495
2019		16,484		(76)		16,408
2020		10,514		(45)		10,469
Thereafter		38,178		(68)		38,110
Total	$	154,005	$	(858)	$	153,147

Rent expense under operating leases, net of sublease income, totaled $35,541,000,  $32,841,000 and $32,204,000 in fiscal 2015, 2014 and 2013, respectively, including contingent rentals of $44,000,  $59,000 and $85,000 in each respective fiscal year.  Sublease income totaled $468,000,  $533,000 and $636,000, respectively, in fiscal 2015, 2014 and 2013. 

We enter into contracts with parts and tire suppliers, certain of which require us to buy (at market prices) up to 100% of our annual purchases of specific products.  The agreements expire at various dates through July 2017.  We believe these agreements provide us with high quality, branded merchandise at preferred pricing, along with strong marketing and training support.

In May 2015, we entered into a new employment agreement with our Executive Chairman, Robert G. Gross.  Such agreement is effective October 1, 2015, has a three-year term and provides an annual base salary of $120,000.

On August 7, 2012, we entered into an employment agreement with Mr. Gross.  Such agreement became effective on October 1, 2012, has a  three-year term and provides an annual base salary of $420,000.  Effective October 2014, the salary of Mr. Gross was reduced by $60,000.  Such voluntary salary reduction was implemented at the direction of Mr. Gross, who requested that the Company use the funds made available by such reduction to provide assistance to Monro employees facing financial hardships.  No other changes to Mr. Gross’ compensation were made.  Mr. Gross’ new annual salary of $360,000 was effective beginning October 1, 2014.

In connection with a previous employment agreement with Mr. Gross, in consideration for Mr. Gross’ covenant not-to-compete with Monro or to solicit its employees, Monro began paying him an additional $750,000, payable in five equal installments of $150,000, beginning on October 1, 2012.  These payments will continue through October 1, 2016.

On August 7, 2012, we entered into a new employment agreement with John W. Van Heel in recognition of his promotion to Chief Executive Officer.  Such agreement became effective on October 1, 2012, has a five-year term and provides a base salary of $550,000.

On October 1, 2012, and in consideration of his execution of his employment agreement, Monro’s Compensation Committee awarded to Mr. Van Heel an option to purchase 300,000 shares of Monro’s Common Stock at an exercise price equal to the closing price of Monro’s Common Stock on the date of the award of $33.64 per share, pursuant to our 2007 Stock Incentive Plan.  These options vest equally over four years, beginning October 1, 2013.

In February 2014, we entered into a new employment agreement with Joseph Tomarchio Jr., Executive Vice President.  Suchagreement became effective April 1, 2014, and superseded Monro’s previous employment contract with Mr. Tomarchio, which was set to expire in December 2014.Theagreement extends Mr. Tomarchio’s employment as an Executive Vice President of Monro through June 2017 at a reduced schedule, and provides a base salary of $242,500.

In August 2014, we entered into a new employment agreement with Catherine D’Amico, Executive Vice President and Chief Financial Officer.  The agreement became effective on September 1, 2014 and superseded Monro’s previous employment contract set to expire in December 2014.  The agreement extends Ms. D’Amico’s employment with Monro through August 2018.  During the term of the agreement, Ms. D’Amico will continue in her current role as Monro’s Executive Vice President and Chief Financial Officer until December 31, 2016 (the “Executive Period”).  Following the Executive Period and until August 31, 2018, Ms. D’Amico will provide services on a part-time basis as requested by Monro (the “Transition Period”).

Under the agreement and during the Executive Period, Ms. D’Amico is paid an annual base salary of $350,200 until March 31, 2015, and will be paid an annual base salary of $375,000 from April 1, 2015 to the end of the Executive Period.  During the Transition Period, Monro will pay Ms. D’Amico an hourly rate to be agreed upon between the parties.

On August 27, 2014, and in consideration of her execution of heragreement, Monro’s Compensation Committee awarded to Ms. D’Amico a five year option to purchase 35,000 shares of Monro’s Common Stock at an exercise price equal to the closing price of Monro’s Common Stock on the date of the award of $52.82 per share, pursuant to our 2007 Stock Incentive Plan.  These options will vest equally over four years, beginning August26, 2015.

In accordance with the policy adopted by Monro’s Compensation Committee in May 2009, no executives’ contracts include any provision for the payment of what is commonly referred to as an “excise tax gross-up” with respect to payments received by an executive upon a Change in Control (as defined in the Agreements).

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Supplemental Disclosure of Cash Flow Information (Interest and income taxes paid) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Supplemental Disclosure of Cash Flow Information [Abstract]
Interest, net	$ 11,119	$ 9,099	$ 6,914
Income taxes, net	$ 26,141	$ 25,849	$ 22,850

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Income Taxes

12 Months Ended

Mar. 28, 2015

Income Taxes [Abstract]

Income Taxes

NOTE 7 – INCOME TAXES

The components of the provision for income taxes are as follows:

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Current -
Federal	$	28,262	$	25,978	$	22,366
State		2,956		1,579		2,266
		31,218		27,557		24,632
Deferred -
Federal		6,194		4,793		(101)
State		144		(273)		(274)
		6,338		4,520		(375)
Total	$	37,556	$	32,077	$	24,257

Deferred tax (liabilities) assets consist of the following:

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Goodwill	$	(24,167)	$	(18,189)
Other		(939)		(734)
Total deferred tax liabilities		(25,106)		(18,923)
Property and equipment		20,592		5,815
Insurance reserves		10,813		9,774
Warranty and other reserves		4,538		4,228
Stock options		3,729		3,897
Accrued compensation		1,913		1,650
Deferred rent		1,861		1,961
Other		5,770		5,168
Total deferred tax assets		49,216		32,493
Net deferred tax assets	$	24,110	$	13,570

We have $4.8 million of state net operating loss carryforwards available as of March 28, 2015.  The carryforwards expire in varying amounts through 2035.  Based on all available evidence, we have determined that it is more likely than not that sufficient taxable income of the appropriate character within the carryforward period will exist for the realization of the tax benefits on existing state net operating loss carryforwards.

We believe it is more likely than not that all other future tax benefits will be realized as a result of current and future income.

A reconciliation between the U. S. federal statutory tax rate and the effective tax rate reflected in the accompanying financial statements is as follows:

	Year Ended Fiscal March
	2015			2014			2013
	Amount		Percent	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Federal income tax based on      statutory tax rate applied      to income before taxes	$	34,774	35.0	$	30,287	35.0	$	23,388	35.0
State income tax, net of      federal income tax benefit		2,170	2.2		2,097	2.4		1,159	1.7
Other		612	0.6		(307)	(0.3)		(290)	(0.4)
	$	37,556	37.8	$	32,077	37.1	$	24,257	36.3

The following is a rollforward of Monro’s liability for income taxes associated with unrecognized tax benefits:

	Dollars in thousands
Balance at March 31, 2012	$	5,484
Tax positions related to current year:
Additions		1,198
Reductions
Tax positions related to prior years:
Additions
Reductions
Settlements		(266)
Lapses in statutes of limitations		(712)
Balance at March 30, 2013		5,704
Tax positions related to current year:
Additions		1,678
Reductions
Tax positions related to prior years:
Additions
Reductions		(88)
Settlements		(381)
Lapses in statutes of limitations		(1,013)
Balance at March 29, 2014		5,900
Tax positions related to current year:
Additions		2,066
Reductions
Tax positions related to prior years:
Additions		164
Reductions		33
Settlements
Lapses in statutes of limitations		(668)
Balance at March 28, 2015	$	7,495

The total amount of unrecognized tax benefits was $7.5 million at March 28, 2015, the majority of which, if recognized, would affect the effective tax rate.

In the normal course of business, Monro provides for uncertain tax positions and the related interest and penalties, and adjusts its unrecognized tax benefits and accrued interest and penalties accordingly.  During the year ended March 28, 2015, we recognized interest and penalties of approximately $.1 million in income tax expense; and during the years ended March 29, 2014 and March 30, 2013, we recorded a benefit from the reversal of accrued interest and penalties of approximately $.1 million and $.2 million, respectively, in income tax expense.  Additionally, we had approximately $.4 million and $.3 million of interest and penalties associated with uncertain tax benefits accrued as of March 28, 2015 and March 29, 2014, respectively.

We file U.S. federal income tax returns and income tax returns in various state jurisdictions.  Monro’s fiscal 2012 through 2015 U.S. federal tax years and various state tax years remain subject to income tax examinations by tax authorities.

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Income Taxes (Income taxes associated with unrecognized tax benefits) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Income taxes associated with unrecognized tax benefits
Unrecognized Tax Benefits, Beginning Balance	$ 5,900	$ 5,704	$ 5,484
Tax positions related to current year:
Additions	2,066	1,678	1,198
Tax positions related to prior years:
Additions	164
Reductions	33	(88)
Settlements		(381)	(266)
Lapses in statutes of limitations	(668)	(1,013)	(712)
Unrecognized Tax Benefits, Ending Balance	$ 7,495	$ 5,900	$ 5,704

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Goodwill and Intangible Assets

12 Months Ended

Mar. 28, 2015

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill during fiscal 2015 and 2014 were as follows:

	Dollars in thousands
Balance at March 30, 2013	$	249,803
Fiscal 2014 acquisitions		17,940
Adjustments to fiscal 2013 purchase accounting		2,296
Balance at March 29, 2014		270,039
Fiscal 2015 acquisitions		79,316
Adjustments to fiscal 2014 purchase accounting		(267)
Balance at March 28, 2015	$	349,088

The composition of other intangible assets is as follows:

	Year Ended Fiscal March
	2015				2014
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(Dollars in thousands)
Customer lists	$	23,648	$	11,024	$	19,566	$	8,548
Trade names		17,550		5,791		14,003		4,648
Favorable leases		15,074		4,925		12,700		3,751
Other intangible assets		660		637		660		611
Total intangible assets	$	56,932	$	22,377	$	46,929	$	17,558

Monro’s intangible assets are being amortized over their estimated useful lives.  The weighted average useful lives of Monro’s intangible assets are approximately nine years for customer lists, 14 years for trade names, 15 years for favorable leases and five years for other intangible assets.

Amortization of intangible assets, excluding amortization of favorable leases included in rent expense, during fiscal 2015, 2014 and 2013 totaled $3.6 million, $3.1 million and $2.8 million, respectively.

Estimated future amortization of intangible assets is as follows:

	Customer lists/
	Trade names/		Favorable
Year Ending Fiscal March	Other		Leases
	(Dollars in thousands)
2016	$	3,750	$	1,086
2017		3,601		1,029
2018		3,533		1,002
2019		3,272		962
2020		2,244		940

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Long-Term Debt, Capital Leases And Financing Obligations

12 Months Ended

Mar. 28, 2015

Long-Term Debt, Capital Leases And Financing Obligations [Abstract]

Long-Term Debt

NOTE 6 – LONG-TERM DEBT, CAPITAL LEASES AND FINANCING OBLIGATIONS

Long-term debt, capital leases and financing obligations consist of the following:

	March 28,		March 29,
	2015		2014
	(Dollars in thousands)
Revolving Credit Facility, LIBOR-based (a)	$	122,543	$	105,841
Long-term debt	$	122,543	$	105,841
Obligations under capital leases and financing obligations at various      interest rates, due in installments through 2045	$	142,053	$	88,091
Mortgage Note Payable, non-interest bearing, secured by warehouse and office       land, due in one installment in 2015		0		660
Less – Current portion of long-term debt, capital leases and financing obligations		(8,908)		(7,552)
Long-term capital leases and financing obligations	$	133,145	$	81,199

_________________

(a) The London Interbank Offered Rate (LIBOR) at March 28, 2015 was .18%.

In June 2011, we entered into a five-year, $175 million Revolving Credit Facility agreement with seven banks (the “Credit Facility”).  This Credit Facility amended and restated, in its entirety, the Credit Facility agreement previously entered into by Monro as of July 2005 and amended from time to time.  The Credit Facility also provided an accordion feature permitting us to request an increase in availability of up to an additional $75 million.

In December 2012, the Credit Facility was amended to include the following: the committed sum was increased by $75 million to $250 million; the term was extended for another one and a half years, such that the Credit Facility now expires in December 2017; and the $75 million accordion feature was maintained. There were no other changes in terms including those related to covenants or interest rates.  There are now six banks participating in the syndication.  There was $122.5 million outstanding under the Credit Facility at March 28, 2015.  We were in compliance with all debt covenants as of March 28, 2015.

At March 28, 2015 and March 29, 2014, the interest rate was 125 basis points over LIBOR. 

Within the Credit Facility, we have a sub-facility of $40 million for the purpose of issuing standby letters of credit.  The line requires fees aggregating 1.375% annually of the face amount of each standby letter of credit, payable quarterly in arrears.  There was $23.7 million in an outstanding letter of credit at March 28, 2015.

The net availability under the Credit Facility at March 28, 2015 was $103.8 million.

Specific terms of the Credit Facility permit the payment of cash dividends not to exceed 50% of the prior year’s net income, and permit mortgages and specific lease financing arrangements with other parties with certain limitations.  Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions.  The agreement also requires the maintenance of specified interest and rent coverage ratios.

Long-term debt, including current portion, had a carrying amount and a fair value of $122.5 million as of March 28, 2015, as compared to a carrying amount and a fair value of $106.5 million as of March 29, 2014.  The fair value of long-term debt was estimated based on discounted cash flow analyses using either quoted market prices for the same or similar issues, or the current interest rates offered to Monro for debt with similar maturities.

In addition, we have financed certain store properties and vehicles with capital leases/financing obligations, which amount to $142.1 million and are due in installments through 2045.

During fiscal 1995, Monro purchased 12.7 acres of land for $.7 million from the City of Rochester, New York, on which its office/warehouse facility is located.  The City had provided financing for 100% of the cost of the land via a 20-year non-amortizing, non-interest bearing mortgage. The mortgage was paid in full in fiscal 2015.

Aggregate debt maturities over the next five years are as follows:

	Capital Leases/
	Financing Obligations
	Aggregate		Imputed		All Other
Year Ending Fiscal March	Amount		Interest		Debt		Total
	(Dollars in thousands)
2016	$	19,075	$	(10,167)			$	8,908
2017		18,601		(9,624)				8,977
2018		18,809		(8,987)	$	122,543		132,365
2019		18,779		(8,275)				10,504
2020		18,810		(7,547)				11,263

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Stock Ownership

12 Months Ended

Mar. 28, 2015

Stock Ownership [Abstract]

Stock Ownership

NOTE 8 – STOCK OWNERSHIP

A summary of the changes in the number of shares of Common Stock, Class C preferred stock and treasury stock is as follows:

		Class C
	Common	Convertible
	Stock	Preferred	Treasury
	Shares	Stock Shares	Stock
	Issued	Issued	Shares
Balance at March 31, 2012	36,855,258	32,500	5,967,991
Stock options exercised	472,709		105,845
Balance at March 30, 2013	37,327,967	32,500	6,073,836
Stock options exercised	239,935		3,115
Balance at March 29, 2014	37,567,902	32,500	6,076,951
Stock options exercised	439,635		103,538
Balance at March 28, 2015	38,007,537	32,500	6,180,489

In March 2012, Monro’s Board of Directors approved a resolution to amend Monro’s Restated Certificate of Incorporation, subject to shareholder approval, to increase the number of authorized shares of Common Stock from 45,000,000 to 65,000,000.  Monro’s shareholders approved the increase at our Annual Shareholders’ meeting on August 7, 2012.

Holders of at least 60% of the Class C preferred stock must approve any action authorized by the holders of Common Stock.  In addition, there are certain restrictions on the transferability of shares of Class C preferred stock.  In the event of a liquidation, dissolution or winding-up of Monro, the holders of the Class C preferred stock would be entitled to receive $1.50 per share out of the assets of Monro before any amount would be paid to holders of Common Stock.  The conversion value of the Class C convertible preferred stock was $.064 per share at March 28, 2015 and March 29, 2014.

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Share Based Compensation (Summary of changes in outstanding stock options) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Summary of changes in outstanding stock options
Weighted average exercise price, beginning of period	$ 31.58	$ 28.66	$ 22.75
Weighted average exercise price, granted	$ 52.73	$ 45.38	$ 35.19
Weighted average exercise price, exercised	$ 31.98	$ 18.73	$ 12.54
Weighted average exercise price, canceled	$ 43.04	$ 35.48	$ 29.99
Weighted average exercise price, end of period	$ 34.21	$ 31.58	$ 28.66
Options outstanding, beginning balance	1,773,401	1,864,114	1,851,588
Options outstanding, granted	211,225	181,400	511,600
Options outstanding, exercised	(439,635)	(239,935)	(472,709)
Options canceled	(26,661)	(32,178)	(26,365)
Options outstanding, ending balance	1,518,330	1,773,401	1,864,114

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Subsequent Events (Details) (Subsequent Event [Member], USD $)	1 Months Ended
	May 31, 2015
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash dividend per common share	$ 0.15
Dividends payable, date of record	Jun. 01, 2015
Cash dividend date to be paid	Jun. 11, 2015

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Share Based Compensation (Summarizes information about fixed stock options outstanding) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015
Exercise Price Range One [Member]
Summarizes information about fixed stock options outstanding
Range of exercise price, lower limit	$ 11.57
Range of exercise price, upper limit	$ 26.64
Options outstanding, shares under option	369,869
Options outstanding, weighted average remaining life	2 years 11 days
Options outstanding, weighted average exercise price	$ 19.00
Options exercisable, shares under option	369,869
Options exercisable, weighted average exercise price	$ 19.00
Exercise Price Range Two [Member]
Summarizes information about fixed stock options outstanding
Range of exercise price, lower limit	$ 26.65
Range of exercise price, upper limit	$ 33.64
Options outstanding, shares under option	500,486
Options outstanding, weighted average remaining life	2 years 6 months 22 days
Options outstanding, weighted average exercise price	$ 33.34
Options exercisable, shares under option	331,862
Options exercisable, weighted average exercise price	$ 33.35
Exercise Price Range Three [Member]
Summarizes information about fixed stock options outstanding
Range of exercise price, lower limit	$ 33.65
Range of exercise price, upper limit	$ 44.46
Options outstanding, shares under option	367,354
Options outstanding, weighted average remaining life	2 years 1 month 10 days
Options outstanding, weighted average exercise price	$ 37.88
Options exercisable, shares under option	309,333
Options exercisable, weighted average exercise price	$ 37.63
Exercise Price Range Four [Member]
Summarizes information about fixed stock options outstanding
Range of exercise price, lower limit	$ 44.47
Range of exercise price, upper limit	$ 67.09
Options outstanding, shares under option	280,621
Options outstanding, weighted average remaining life	4 years 7 months 17 days
Options outstanding, weighted average exercise price	$ 50.98
Options exercisable, shares under option	87,537
Options exercisable, weighted average exercise price	$ 50.45

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Share Based Compensation (Narrative) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013	May 31, 2013	May 31, 2010	Aug. 31, 2007
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for issuance	5,001,620
Total shares exercisable	1,098,601	1,160,572	984,917
Weighted average exercise price, exercisable	$ 31.09
Options available for grant	1,963,763
Vesting period of employee options	4 years
Weighted average contractual term, options outstanding	2 years 8 months 12 days	3 years 1 month 6 days
Weighted average contractual term of all options exercisable	2 years 2 months 12 days	2 years 9 months 18 days
Compensation expenses recognition period related to nonvested fixed stock options	2 years
Aggregate intrinsic value, options outstanding	$ 46,700,000	$ 44,200,000
Aggregate intrinsic value of all options exercisable	37,200,000	31,500,000
Fair value of awards vested under the Company's stock plans	3,500,000	3,600,000	2,700,000
Aggregate intrinsic value, Company's closing stock price	$ 64.96	$ 56.51	$ 39.71
Aggregate intrinsic value of options exercised	10,300,000	7,400,000	10,600,000
Unrecognized compensation expense related to non-vested fixed stock options	3,100,000
Cash received from stock option exercises	8,664,000	4,314,000	2,957,000
Tax benefit from exercise of stock options	$ 2,208,000	$ 1,866,000	$ 2,764,000
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee options term	6 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee options term	10 years
Incentive Stock Option Plan 2007 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares initially reserved for future issuance	873,000
Common shares authorized for issuance						1,501,620
Share based compensation arrangement by share based payment award shares transferred from previous plan						628,620
Share based compensation arrangement by share based payment award additional number of shares authorized				2,000,000	1,500,000
Incentive Stock Option Plan 1994 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for issuance	675,345
Incentive Stock Option Plan 1998 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for issuance	4,016,250
Incentive Stock Option Plan 2003 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for issuance	315,000

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Share Based Compensation (Tables)

12 Months Ended

Mar. 28, 2015

Share Based Compensation [Abstract]

Summary of changes in outstanding stock options

	Weighted
	Average
	Exercise		Options
	Price		Outstanding
At March 31, 2012	$	22.75	1,851,588
Granted	$	35.19	511,600
Exercised	$	12.54	(472,709)
Canceled	$	29.99	(26,365)
At March 30, 2013	$	28.66	1,864,114
Granted	$	45.38	181,400
Exercised	$	18.73	(239,935)
Canceled	$	35.48	(32,178)
At March 29, 2014	$	31.58	1,773,401
Granted	$	52.73	211,225
Exercised	$	31.98	(439,635)
Canceled	$	43.04	(26,661)
At March 28, 2015	$	34.21	1,518,330

A summary of the status of and changes in nonvested stock options granted

		Weighted
		Average
		Grant-Date
		Fair Value
	Options	(per Option)
Non-vested at March 31, 2012	722,075	$	8.16
Granted	511,600	$	8.67
Vested	(332,566)	$	7.98
Canceled	(21,912)	$	8.26
Non-vested at March 30, 2013	879,197	$	8.52
Granted	181,400	$	10.11
Vested	(417,743)	$	8.66
Canceled	(30,025)	$	8.90
Non-vested at March 29, 2014	612,829	$	8.88
Granted	211,225	$	11.27
Vested	(382,197)	$	9.22
Canceled	(22,128)	$	10.37
Non-vested at March 28, 2015	419,729	$	9.70

Summarizes information about fixed stock options outstanding

	Options Outstanding				Options Exercisable
		Weighted	Weighted			Weighted
		Average	Average		Shares	Average
Range of	Shares	Remaining	Exercise		Under	Exercise
Exercise Prices	Under Option	Life	Price		Option	Price
$11.57 - $26.64	369,869	2.03	$	19.00	369,869	$	19.00
$26.65 - $33.64	500,486	2.56	$	33.34	331,862	$	33.35
$33.65 - $44.46	367,354	2.11	$	37.88	309,333	$	37.63
$44.47 - $67.09	280,621	4.63	$	50.98	87,537	$	50.45

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Goodwill and Intangible Assets (Composition of other intangible assets) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014
Composition of other intangible assets
Gross carrying amount	$ 56,932	$ 46,929
Accumulated Amortization	22,377	17,558
Customer Lists [Member]
Composition of other intangible assets
Gross carrying amount	23,648	19,566
Accumulated Amortization	11,024	8,548
Trade names [Member]
Composition of other intangible assets
Gross carrying amount	17,550	14,003
Accumulated Amortization	5,791	4,648
Favorable Leases [Member]
Composition of other intangible assets
Gross carrying amount	15,074	12,700
Accumulated Amortization	4,925	3,751
Other Intangible Assets [Member]
Composition of other intangible assets
Gross carrying amount	660	660
Accumulated Amortization	$ 637	$ 611

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Related Party Transactions

12 Months Ended

Mar. 28, 2015

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 13 – RELATED PARTY TRANSACTIONS

We are currently a party to leases for certain facilities where the lessor is an officer of Monro, or family members of such officer.  Six leases were assumed in March 2004 in connection with the Mr. Tire Acquisition.  The payments under such operating and capital leases amounted to $717,000,  $702,000 and $685,000 for the years ended March 2015,  2014 and 2013, respectively. These payments are comparable to rents paid to unrelated parties.  No amounts were payable at March 28, 2015 or March 29, 2014.  In March 2015, Monro purchased the property and building of one of these leased locations from an officer of Monro and a family member of such officer for approximately $1.0 million.  No related party leases exist, other than the fiveremaining leases that were assumed as part of the Mr. Tire Acquisition in March 2004, and no new leases are contemplated.

We have a management agreement with an investment banking firm associated with a principal shareholder/director of Monro to provide financial advice.  The agreement provides for an annual fee of $300,000, plus reimbursement of out-of-pocket expenses.  During each of the fiscal years 2015,  2014 and 2013,we incurred fees of $300,000, under this agreement.  No amounts were payable at March 28, 2015 or March 29, 2014.  In addition, this investment banking firm, from time to time, provides additional investment banking services to us for customary fees.  Approximately half of all payments made to the investment banking firm under the management agreement are paid to another principal shareholder/director of Monro.

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Significant Accounting Policies (Tables)

12 Months Ended

Mar. 28, 2015

Significant Accounting Policies [Abstract]

Company's sales mix

	Year Ended Fiscal March
	2015		2014		2013
Brakes	15	%	15	%	15	%
Exhaust	3		4		4
Steering	10		9		10
Tires	44		44		42
Maintenance	28		28		29
Total	100	%	100	%	100	%

Weighted average fair value of options assumptions

	Year Ended Fiscal March
	2015		2014		2013
Risk-free interest rate	1.23	%	.86	%	.53	%
Expected life, in years	4		4		4
Expected volatility	27.7	%	29.7	%	34.0	%
Expected dividend yield	.99	%	.97	%	1.14	%

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Goodwill and Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 3.6	$ 3.1	$ 2.8
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives, in years	9 years
Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives, in years	14 years
Favorable Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives, in years	15 years
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives, in years	5 years

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Significant Accounting Policies (Company's sales mix) (Details)	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Company's sales mix
Revenue recognition	100.00%	100.00%	100.00%
Brakes [Member]
Company's sales mix
Revenue recognition	15.00%	15.00%	15.00%
Exhaust [Member]
Company's sales mix
Revenue recognition	3.00%	4.00%	4.00%
Steering [Member]
Company's sales mix
Revenue recognition	10.00%	9.00%	10.00%
Tires [Member]
Company's sales mix
Revenue recognition	44.00%	44.00%	42.00%
Maintenance [Member]
Company's sales mix
Revenue recognition	28.00%	28.00%	29.00%

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Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013
Consolidated Statements Of Comprehensive Income [Abstract]
Tax provision (benefit) related to changes in pension	$ (888)	$ 556	$ (299)

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Acquisitions

12 Months Ended

Mar. 28, 2015

Acquisitions [Abstract]

Acquisitions

NOTE 2 – ACQUISITIONS

Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in our existing and contiguous markets, and leverage fixed operating costs such as distribution and advertising.

Subsequent Events

On April 25, 2015, we acquired the Car-X Brand, as well as the franchise rights for 146 auto service centers from Car-X Associates Corp., a subsidiary of Tuffy Associates Corp.  The Car-X stores are owned and operated by 32 independent Car-X franchisees in Illinois, Indiana, Iowa, Kentucky, Minnesota, Missouri, Ohio, Tennessee, Texas and Wisconsin. The stores will continue to be operated under the Car-X name.   The acquisition was financed through our existing credit facility.

Fiscal 2015

During fiscal 2015, we acquired the following businesses for an aggregate purchase price of $87.9 million.  The acquisitions were financed through our existing credit facility.  The results of operations for these acquisitions are included in Monro’s financial results from the respective acquisition dates.

· On March 1, 2015, we acquired eight retail tire and automotive repair stores located in Florida from Martino Tire Stores.  These stores operate under The Tire Choice name.

· On December 7, 2014, we acquired nine retail tire and automotive repair stores located in Florida from Gold Coast Tire & Auto Centers. These stores operate under The Tire Choice name.

· During July and December 2014 and March 2015, we acquired five retail tire and automotive repair stores located in New York, Georgia and New Jersey through five separate transactions. These stores operate under the Mr. Tire name.

· On September 28, 2014, we acquired nine retail tire and automotive repair stores located in Georgia from Wood & Fullerton Stores, LLC. These stores operate under the Mr. Tire name.

· On August 8, 2014, we acquired 35 retail tire and automotive repair stores located in Florida from Hennelly Tire & Auto, Inc. These stores operate under The Tire Choice name.

· On June 15, 2014, we acquired ten and nine retail tire and automotive repair stores located in Michigan from Lentz U.S.A. Service Centers, Inc. and Kan Rock Tire Company, Inc., respectively.  Two of the acquired stores were never opened. These stores operate under the Monro Brake & Tire name.

· On April 13, 2014, we acquired two retail tire and automotive repair stores located in New Hampshire from Bald Tire & Auto, Inc. These stores were previously Tire Warehouse franchise locations and continue to operate under the Tire Warehouse name.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, and unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their estimated fair value related to customer relationships, trade name and favorable leases.

We expensed all costs related to acquisitions during fiscal 2015. The total costs related to completed acquisitions were $1.1 million for the year ended March 28, 2015.  These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales and net income for the fiscal 2015 acquired entities totaled $52.2 million and approximately $.5 million, respectively, for the period from acquisition date through March 28, 2015.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

The preliminary fair values of identifiable assets acquired and liabilities assumed were based on preliminary valuation data and estimates. The excess of the net purchase price over the net tangible and intangible assets acquired was recorded as goodwill.  Where the fair value of the net tangible and intangible assets exceeds the net purchase price, a gain was recorded.  The preliminary allocation of the aggregate purchase price as of March 28, 2015 was as follows:

	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	5,648
Other current assets		567
Property, plant and equipment		31,271
Intangible assets		9,216
Deferred income tax assets		15,354
Other non-current assets		128
Total assets acquired		62,184
Warranty reserves		925
Other current liabilities		2,837
Long-term capital leases and financing obligations		47,803
Other long-term liabilities		1,639
Total liabilities assumed		53,204
Total net identifiable assets acquired	$	8,980
Total consideration transferred	$	87,910
Plus: gain on bargain purchase		386
Less: total net identifiable assets acquired		8,980
Goodwill	$	79,316

The following are the intangible assets acquired and their respective fair values and weighted average useful lives.

	As of Acquisition Date
			Weighted
	Dollars		Average
	in  thousands		Useful Life
Customer lists	$	4,073	7 years
Trade name		3,548	14 years
Favorable leases		1,595	17 years
Total	$	9,216	11 years

We continue to refine the valuation data and estimates related to road hazard warranty, intangible assets, real estate and real property leases for the fiscal 2015 acquisitions and expect to complete the valuations no later than the first anniversary date of the respective acquisition.  We anticipate that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed and those adjustments may or may not be material.

Fiscal 2014

During fiscal 2014, we acquired the following businesses for an aggregate purchase price of $27.5 million.  The acquisitions were financed through our existing credit facility.  The results of operations for these acquisitions are included in Monro’s financial results from the respective acquisition dates.

· On March 2, 2014, we acquired one retail tire and automotive repair store located in Kentucky from Hometown Tire Company, Inc.  This store operates under the Ken Towery Tire and Auto Care name.

· On November 17, 2013, we acquired six retail tire and automotive repair stores located in Maryland and Delaware from Carl King Tire Co., Inc.  These stores operate under the Mr. Tire name.

· On November 17, 2013, we acquired four retail tire and automotive repair stores located in Kentucky from S&S Firestone, Inc.  These stores operate under the Ken Towery Tire and Auto Care name.

· On October 20, 2013, we acquired two retail tire and automotive repair stores located in North Carolina from XL Tire, Inc.  These stores operate under the Tread Quarters name.

· On August 18, 2013, we acquired ten retail tire and automotive repair stores located in Virginia and Maryland from Curry’s Automotive Group.  These stores operate under the Curry’s/Mr. Tire name.

· On August 11, 2013, we acquired one retail tire and automotive repair store located in New Jersey from Mitchell Tire Service.  This store operates under the Mr. Tire name.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, and unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their fair value related to customer relationships, trade name, favorable leases and a non-compete agreement.

We expensed all costs related to acquisitions during fiscal 2014. The total costs related to completed acquisitions were not material to the Consolidated Statements of Comprehensive Income.  These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales and net income for the fiscal 2014 acquired entities totaled $15.1 million and approximately $.1 million, respectively, for the period from acquisition date through March 29, 2014.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

We finalized the purchase accounting relative to the fiscal 2014 acquisitions during fiscal 2015. As a result of the final purchase price allocations, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded in fiscal 2015 include an increase in property, plant and equipment of $1.2 million; an increase in intangible assets of $.8 million; an increase in the long-term deferred income tax assets of $.6 million; an increase in the current portion of long-term debt, capital leases and financing obligations of $.1 million; an increase in long-term capital leases and financing obligations of $2.9 million; and a decrease in other liabilities of $.7 million. The measurement period adjustments resulted in a decrease to goodwill of $.3 million.

We have recorded the identifiable assets acquired and liabilities assumed at their fair values as of their respective acquisition dates, with the remainder recorded as goodwill as follows:

	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	1,513
Other current assets		120
Property, plant and equipment		9,786
Intangible assets		2,069
Deferred income tax assets		748
Other non-current assets		94
Total assets acquired		14,330
Warranty reserves		176
Other current liabilities		801
Long-term capital leases and financing obligations		2,958
Other long-term liabilities		369
Total liabilities assumed		4,304
Total net identifiable assets acquired	$	10,026
Total consideration transferred	$	27,482
Plus: gain on bargain purchase		217
Less: total net identifiable assets acquired		10,026
Goodwill	$	17,673

The following are the intangible assets acquired and their respective fair values and weighted average useful lives.

	As of Acquisition Date
			Weighted
	Dollars		Average
	in  thousands		Useful Life
Customer lists	$	776	7 years
Trade name		500	7 years
Favorable leases		778	10 years
Non-compete agreement		15	3 years
Total	$	2,069	8 years

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Income Taxes (Deferred tax (liabilities) assets) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 28, 2015	Mar. 29, 2014
Deferred tax (liabilities) assets
Goodwill	$ (24,167)	$ (18,189)
Other	(939)	(734)
Total deferred tax liabilities	(25,106)	(18,923)
Property and Equipment	20,592	5,815
Insurance reserves	10,813	9,774
Warranty and other reserves	4,538	4,228
Stock options	3,729	3,897
Accrued compensation	1,913	1,650
Deferred rent	1,861	1,961
Other	5,770	5,168
Total deferred tax assets	49,216	32,493
Net deferred tax assets	$ 24,110	$ 13,570

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Supplemental Disclosure of Cash Flow Information (Narrative) (Details) (USD $)	12 Months Ended
	Mar. 28, 2015	Mar. 30, 2013
Supplemental Disclosure of Cash Flow Information [Abstract]
Increase in capital leases and financing obligations	$ 11,599,000
Increase in property, plant and equipment	11,599,000
Current liabilities, exercise of stock options		601,000
Common stock issued exercise of stock options		2,000
Paid in capital exercise of stock options		2,968,000
Treasury stock exercise of stock options		3,571,000
Deferred income taxes-financing obligation		1,164,000
Property, plant and equiptment-financing obligation		200,000
Goodwill-financing obligation		1,899,000
Capital lease and financing obligation-financing obligation		629,000
Other long-term liabilities-financing obligation		2,567,000
Intangible assets-financing obligations		$ (67,000)

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Operating Leases and Other Commitments (Narrative) (Details) (USD $)	12 Months Ended			0 Months Ended
	Mar. 28, 2015	Mar. 29, 2014	Mar. 30, 2013	Oct. 01, 2012	Feb. 28, 2014	Aug. 27, 2014	Oct. 01, 2015	Oct. 01, 2014	Apr. 30, 2015	Aug. 31, 2014
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Vesting period of employee options	4 years
Rent expense under operating leases, net of sublease income	$ 35,541,000	$ 32,841,000	$ 32,204,000
Contingent rentals	44,000	59,000	85,000
Sublease income	468,000	533,000	636,000
Percentage of annual purchases of specific products bought from entering contracts	100.00%
Maximum purchase commitment expiration date	July 2017
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Stated base salary per agreement				550,000
Number of stock options awarded				300,000
Stock option exercise price				$ 33.64
New employment agreement period				5 years
Vesting period of employee options				4 years
Executive Vice President [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Stated base salary per agreement					242,500
Employment Period Start Date					Apr. 01, 2014
Employment Period End Date					Jun. 01, 2017
Executive Vice President And Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Stated base salary per agreement									375,000	350,200
Number of stock options awarded						35,000
Stock option exercise price						$ 52.82
Option term	5 years
Vesting period of employee options						4 years
Executive Chairman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Stated base salary per agreement				420,000			120,000	360,000
Salary reduction								60,000
New employment agreement period				3 years			3 years
Total amount of additional bonus payable in five annual installments				750,000
Future additional bonus payable per annum installment				$ 150,000

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Acquisitions (Tables)

12 Months Ended

Mar. 28, 2015

Business Acquisition [Line Items]

Schedule Of Purchase Price

	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	5,648
Other current assets		567
Property, plant and equipment		31,271
Intangible assets		9,216
Deferred income tax assets		15,354
Other non-current assets		128
Total assets acquired		62,184
Warranty reserves		925
Other current liabilities		2,837
Long-term capital leases and financing obligations		47,803
Other long-term liabilities		1,639
Total liabilities assumed		53,204
Total net identifiable assets acquired	$	8,980
Total consideration transferred	$	87,910
Plus: gain on bargain purchase		386
Less: total net identifiable assets acquired		8,980
Goodwill	$	79,316

	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	1,513
Other current assets		120
Property, plant and equipment		9,786
Intangible assets		2,069
Deferred income tax assets		748
Other non-current assets		94
Total assets acquired		14,330
Warranty reserves		176
Other current liabilities		801
Long-term capital leases and financing obligations		2,958
Other long-term liabilities		369
Total liabilities assumed		4,304
Total net identifiable assets acquired	$	10,026
Total consideration transferred		27,482
Plus: gain on bargain purchase		217
Less: total net identifiable assets acquired		10,026
Goodwill	$	17,673

Fiscal 2015 Acquisitions [Member]

Business Acquisition [Line Items]

Schedule Of Intangible Assets Acquired

	As of Acquisition Date
			Weighted
	Dollars		Average
	in  thousands		Useful Life
Customer lists	$	4,073	7 years
Trade name		3,548	14 years
Favorable leases		1,595	17 years
Total	$	9,216	11 years

Fiscal 2014 Acquisitions [Member]

Business Acquisition [Line Items]

Schedule Of Intangible Assets Acquired

	As of Acquisition Date
			Weighted
	Dollars		Average
	in  thousands		Useful Life
Customer lists	$	776	7 years
Trade name		500	7 years
Favorable leases		778	10 years
Non-compete agreement		15	3 years
Total	$	2,069	8 years

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Employee Retirement and Profit Sharing Plans (Changes in plan assets and benefit obligations recognized in other comprehensive income) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 28, 2015	Mar. 29, 2014
Employee Retirement and Profit Sharing Plans [Abstract]
Net transition obligation	$ 0	$ 0
Prior service cost	0	0
Net actuarial (loss) income	(2,337)	1,464
Total	$ (2,337)	$ 1,464

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Supplemental Disclosure of Cash Flow Information (Tables)

12 Months Ended

Mar. 28, 2015

Supplemental Disclosure of Cash Flow Information [Abstract]

Liabilities on acquisitions assumed

Year ended March 28, 2015

In connection with the fiscal 2015 acquisitions (see Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	62,184,000
Goodwill		79,316,000
Gain on bargain purchase		(386,000)
Cash paid, net of cash acquired		(84,403,000)
Amounts payable to seller		(3,507,000)
Liabilities assumed	$	53,204,000

In connection with the accounting for capital leases and financing obligations, we increased both property, plant and equipment and capital leases and financing obligations by $11,599,000.

Year ended March 29, 2014

In connection with the fiscal 2014 acquisitions (see Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	14,330,000
Goodwill		17,673,000
Gain on bargain purchase		(217,000)
Cash paid, net of cash acquired		(27,482,000)
Liabilities assumed	$	4,304,000

Year ended March 30, 2013

In connection with the fiscal 2013 acquisitions, liabilities were assumed as follows:

Fair value of assets acquired	$	101,926,000
Goodwill		117,602,000
Cash paid, net of cash acquired		(163,275,000)
Liabilities assumed	$	56,253,000

Interest and income taxes paid

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Cash paid during the year:
Interest, net	$	11,119	$	9,099	$	6,914
Income taxes, net	$	26,141	$	25,849	$	22,850

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Employee Retirement and Profit Sharing Plans

12 Months Ended

Mar. 28, 2015

Employee Retirement and Profit Sharing Plans [Abstract]

Employee Retirement and Profit Sharing Plans

NOTE 12 – EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS

We sponsor a noncontributory defined benefit pension plan for Monro employees and the former Kimmel Automotive, Inc. employees.  In fiscal 2005, the previously separate Monro and Kimmel pension plans were merged.  The merged plan provides benefits to certain full-time employees who were employed with Monro and with Kimmel prior to April 2, 1998 and May 15, 2001, respectively. 

Effective as of those dates, each company’s Board of Directors approved plan amendments whereby the benefits of each of the defined benefit plans would be frozen and the plans would be closed to new participants.  Prior to these amendments, coverage under the plans began after employees completed one year of service and attained age 21.  Benefits under both plans, and now the merged plan, are based primarily on years of service and employees’ pay near retirement.  The funding policy for Monro’s merged plan is consistent with the funding requirements of Federal law and regulations.  The measurement date used to determine the pension plan measurements disclosed herein is March 31 for both 2015 and 2014.

The (underfunded)/overfunded status of Monro’s defined benefit plan is recognized as an other long-term liability/other non-current asset in the Consolidated Balance Sheets as of March 28, 2015 and March 29, 2014, respectively.

The funded status of the plan is set forth below:

	Fiscal March
	2015		2014
	(Dollars in thousands)
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	19,369	$	18,224
Actual return on plan assets		1,466		1,726
Employee contribution		0		0
Benefits paid		(594)		(581)
Fair value of plan assets at end of year		20,241		19,369
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year		19,048		19,285
Interest cost		832		776
Actuarial loss (gain)		2,874		(432)
Benefits paid		(594)		(581)
Benefit obligation at end of year		22,160		19,048
(Unfunded) funded status of plan	$	(1,919)	$	321

The projected and accumulated benefit obligations were equivalent at March 28, 2015 and March 29, 2014.

The mortality assumption is the basis for determining the longevity of Monro’s pension plan participants and the expected period over which those participants will receive pension benefits.   A recent study released by the Society of Actuaries in the U.S. indicated that life expectancies have increased over the past several years and are longer than what was assumed by most existing mortality tables.  Monro’s projected benefit obligation as of March 28, 2015 reflects a change in the underlying mortality assumption, which reflects improvements in life expectancy consistent with the Society of Actuaries’ study and Monro’s plan specific experience.  Monro’s projected benefit obligation also reflects an increase in the expected rate of future longevity improvement taking into consideration data from multiple sources including the Society of Actuaries’ study and plan specific data.

Amounts recognized in accumulated other comprehensive loss consist of:

	Year Ended
	Fiscal March
	2015		2014
	(Dollars in thousands)
Unamortized transition obligation	$	0	$	0
Unamortized prior service cost		0		0
Unamortized net loss		7,393		5,056
Total	$	7,393	$	5,056

Changes in plan assets and benefit obligations recognized in other comprehensive income consist of:

	Year Ended
	Fiscal March
	2015		2014
	(Dollars in thousands)
Net transition obligation	$	0	$	0
Prior service cost		0		0
Net actuarial (loss) income		(2,337)		1,464
Total	$	(2,337)	$	1,464

Pension (income)expense included the following components:

	Year Ended Fiscal March
	2015		2014		2013
	(Dollars in thousands)
Interest cost on projected benefit obligation	$	832	$	776	$	793
Expected return on plan assets		(1,388)		(1,193)		(1,192)
Amortization of unrecognized actuarial loss		300		658		517
Net pension (income) expense	$	(256)	$	241	$	118

The weighted-average assumptions used to determine benefit obligations are as follows:

	Year Ended
	Fiscal March
	2015		2014
Discount rate	3.69	%	4.42	%

The weighted-average assumptions used to determine net periodic pension costs are as follows:

	Year Ended Fiscal March
	2015		2014		2013
Discount rate	4.42	%	4.08	%	4.49	%
Expected long-term return on assets	7.00	%	7.00	%	7.00	%

The expected long-term rate of return on plan assets is established based upon assumptions related to historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

The investment strategy of the plan is to conservatively manage the assets in order to meet the plan’s long-term obligations while maintaining sufficient liquidity to pay current benefits.  This is achieved by holding equity investments while investing a portion of

assets in long duration bonds to match the long-term nature of the liabilities.  Monro’s general target allocation for the plan is 40% fixed income and 60% equity securities.

Monro’s asset allocations, by asset category, are as follows at the end of each year:

	March 28,		March 29,
	2015		2014
Cash and cash equivalents	2.8	%	2.9	%
Fixed income	36.3	%	29.8	%
Equity securities	60.9	%	67.3	%
Total	100.0	%	100.0	%

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  The following table provides fair value measurement information for Monro’s major categories of defined benefit plan assets at March 28, 2015 and March 29, 2014, respectively:

	Fair Value Measurements at March 28, 2015 Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
		Total	(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Equity securities:
U.S. companies	$	8,114	$	7,729	$	385
International companies		4,212		4,212
Fixed income:
U.S. corporate bonds		7,354				7,354
Cash equivalents		561				561
Total	$	20,241	$	11,941	$	8,300

	Fair Value Measurements at March 29, 2014 Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Equity securities:
U.S. companies	$	8,804	$	7,966	$	838
International companies		4,241		4,241
Fixed income:
U.S. corporate bonds		5,462				5,462
International bonds		302				302
Cash equivalents		560				560
Total	$	19,369	$	12,207	$	7,162

There are no required or expected contributions in fiscal 2016 to the plan.

The following pension benefit payments are expected to be paid:

	Year Ended
	Fiscal March
	(Dollars in thousands)
2016	$	780
2017		808
2018		835
2019		880
2020		929
2021 - 2025		5,448

We have a 401(k)/Profit Sharing Plan that covers full-time employees who meet the age and service requirements of the plan.  The 401(k) salary deferral option was added to the plan during fiscal 2000.  The first employee deferral occurred in March 2000.  We make matching contributions consistent with the provisions of the plan.  Charges to expense for our matching contributions for fiscal 2015, 2014 and 2013 amounted to approximately $655,000,  $612,000 and $615,000, respectively.  We may also make annual profit sharing contributions to the plan at the discretion of Monro’s Compensation Committee.

We have a deferred compensation plan (the “Deferred Compensation Plan”) to provide an opportunity for additional tax-deferred savings to a select group of management or highly compensated employees.  The Deferred Compensation Plan permits participants to defer all or any portion of the compensation that would otherwise be payable to them for the calendar year.  In addition, Monro will credit to the participants’ accounts such amounts as would have been contributed to Monro’s 401(k)/Profit Sharing Plan but for the limitations that are imposed under the Internal Revenue Code based upon the participants’ status as highly compensated employees.  We may also make such additional discretionary allocations as are determined by the Compensation Committee.  The Deferred Compensation Plan is an unfunded arrangement and the participants or their beneficiaries have an unsecured claim against the general assets of Monro to the extent of their Deferred Compensation Plan benefits.  We maintain accounts to reflect the amounts owed to each participant.  At least annually, the accounts are credited with earnings or losses calculated on the basis of an interest rate or other formula as determined by Monro’s Compensation Committee.  The total liability recorded in our financial statements at March 28, 2015 and March 29, 2014 related to the Deferred Compensation Plan was $1,678,000 and $1,433,000, respectively.

Monro's management bonus plan provides for the payment of annual cash bonus awards to participating employees, as selected by our Board of Directors, based primarily on Monro's attaining pre-tax income targets established by our Board of Directors.  During the years ended March 28, 2015 and March 29, 2014, we recorded charges to expense of $1,092,000 and $1,066,000, respectively.  During the year ended March 30, 2013, we recorded a benefit of $66,000 related to the management bonus plan due to an over estimate of expense in fiscal 2012, as well as our failure to meet pre-tax earnings targets.