1. Organization and Business:

Winmark Corporation and subsidiaries (the Company) offers licenses to operate franchises using the service marks Plato’s Closet®, Play It Again Sports®, Once Upon A Child®, Music Go Round® and Style Encore®. In addition, the Company sells point-of-sale system hardware to its franchisees and certain merchandise to its Play It Again Sports franchisees. The Company also operates both middle market and small-ticket equipment leasing businesses under the Winmark Capital® and Wirth Business Credit® marks. The Company has a 52/53-week fiscal year that ends on the last Saturday in December. Fiscal years 2014, 2013 and 2012 were 52-week fiscal years.

Following is a summary of our franchising activity for the fiscal year ended December 27, 2014:

	12/28/13	OPENED	CLOSED		12/27/14
Plato’s Closet
Franchises - US and Canada	391	37	(2	)	426
Once Upon A Child
Franchises - US and Canada	282	28	(2	)	308
Play It Again Sports
Franchises - US and Canada	300	5	(4	)	301
Music Go Round
Franchises - US	29	4	(0	)	33
Style Encore
Franchises - US	3	21	(0	)	24
Total Franchised Stores	1,005	95	(8	)	1,092