Tractor Supply (TSCO) 10-K risk factor changes: FY2021 vs FY2020

Our brand could be adversely affected if we fail to achieve these objectives or if our public image or reputation were to be tarnished by negative [removed: publicity.][added: publicity, whether or not based on fact.]

[removed: Failure] [added: Any failure] to comply or accusation of [added: our] failure to comply with ethical, social, product, labor, data privacy, and environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions.

Various factors affect the comparable store sales at our existing stores, including, among others, the general retail sales environment, our ability to efficiently source and distribute products, [added: global supply chain disruptions,] changes in our merchandise assortment, competition, proximity of our locations to one another or to the locations of other competing retailers, increased presence of online retailers, current economic conditions, customer satisfaction with our products, retail pricing, the timing of promotional events, the release of new merchandise, the success of marketing programs, weather conditions, and our ability to attract and retain qualified team members.

Furthermore, the significant positive impact of the COVID-19 pandemic on the demand for our products in fiscal [added: 2021 and] 2020 resulted in a significant increase in new or reacquired customers and in comparable store sales growth.

Our sales performance in fiscal [added: 2021 and] 2020 may present a greater risk to our ability to increase comparable store sales in the following year(s) and in our ability to [added: maintain our new or reacquired customers gained in those years.]

Therefore, we may not be able to sustain or increase our comparable store sales in fiscal [removed: 2021] [added: 2022] and beyond.

New stores build their sales volumes and refine their merchandise selection over time and, as a result, generally have lower gross margins and higher [removed: operating expenses as a percentage of net sales than our more mature stores.]

[added: We may not] be able to successfully integrate an organization that we acquire, including their personnel, financial systems, distribution, operations, and general operating procedures.

[removed: Additionally,] [added: Also, while we employ several different methodologies to assess potential business opportunities,] acquired businesses may not achieve desired profitability [removed: objectives,] [added: objectives or other expectations,] causing lower than expected earnings and cash flows which could [added: adversely affect our financial performance and] subsequently require impairment of long-lived assets, goodwill and other intangible assets.

[removed: *Weather conditions] [added: *Unseasonal and extreme weather] may have a significant impact on our financial results.*

[removed: We] [added: For example, we] use natural gas, diesel fuel, gasoline and electricity in conducting our operations.

A weakening of economic conditions affecting disposable consumer income such as lower employment levels, uncertainty or changes in business or political conditions, [added: social and political causes and movements,] higher interest rates, higher tax rates, higher fuel and energy costs, higher labor and healthcare costs, the impact of natural disasters or acts of terrorism, general health epidemics, and other matters could reduce consumer spending or cause consumers to shift their spending to competitors.

[added: Our] vendors may be forced to reduce their production, shut down their operations or file for bankruptcy protection, which could make it difficult for us to serve the market’s needs and could have a material adverse effect on our business.

As an importer, our business is subject to the risks generally associated with doing business internationally, such as domestic and foreign governmental regulations, economic disruptions, global or regional [removed: health epidemics, delays in shipments, transportation capacity and costs, currency exchange rates, and changes in political or economic conditions in countries from which we purchase products.]

Our business may be materially adversely affected by risks associated with international trade, including the impact of [added: current or potential] tariffs [removed: (imposed and potential)] by the U.S. with respect to certain consumer goods imported from China.*

Thus, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful in whole or in [removed: part in mitigating the impact of any current or future tariffs.][added: part.]

For example, unexpected delivery delays (including delays due to weather, fuel shortages, work stoppages, global or regional health epidemics, product shortages from vendors, or other reasons) or increases in transportation [added: costs (including increased fuel costs or a decrease in transportation capacity for overseas shipments) could significantly decrease our ability to provide adequate products to meet increased customer demand for certain products, or products at a desired price, resulting in lower sales and profitability.]

*Any failure to maintain the security of the information relating to our business, customers, [removed: employees,] [added: team members,] and vendors that we hold, whether as a result of cybersecurity attacks or otherwise, could damage our reputation with customers, employees, and vendors, could cause us to incur substantial additional costs and to become subject to litigation, and could materially affect our operating results, financial condition, and liquidity.*

As do most retailers, we receive and store in our information systems certain personal and other sensitive information about our business, customers, [removed: employees,] [added: team members,] and vendors.

The information that we receive and store makes us subject to cybersecurity [removed: attacks, cyber incidents] [added: attacks] and [removed: privacy regulations,] [added: cyber incidents,] which are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated, and are being made by groups and individuals with a wide range of expertise and motives.

We are the target of attempted cyber and other security threats and [added: we] continuously monitor our information technology networks and infrastructure in an effort to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact.

However, these security measures cannot provide absolute assurance or guarantee that we will be successful in preventing, detecting, or responding to every such breach or disruption and/or preventing the misuse of confidential information of our business, customers, [removed: employees,] [added: team members,] or vendors.

Similar risks exist with respect to the third-party vendors [removed: that] [added: on which] we rely [removed: upon] for aspects of our information technology support services and administrative functions, even if the attack or breach does not directly impact our systems or information.

In addition, states and the federal government [removed: are increasingly enacting] [added: have enacted] laws and regulations relating to privacy, data breaches, and theft of employee and customer data.

These laws [removed: will likely increase] [added: have increased] the costs of doing business and, if we fail to comply with these laws and [removed: regulations,] [added: regulations] to implement appropriate [removed: safeguards,] [added: safeguards] or to detect and provide prompt notice of unauthorized access as required [removed: by some of these new laws, we could be subject to potential claims for damages and other remedies, which could harm our business.]

Through our continued information technology enhancements, we [added: believe we] are able to provide an improved overall shopping environment and an omni-channel experience that empowers our customers to shop and interact with us from computers, tablets, smart phones, and other mobile communication devices.

We rely on the positive cash flow we generate from our operating activities and our access to the credit and capital markets to fund our operations, growth strategy, capital expenditures, and return of cash to our [removed: shareholders] [added: stockholders] through share repurchases and dividends.

We can make no assurances that our ability to obtain additional financing through the debt [added: and equity] markets will not be adversely affected by economic conditions or that we will be able to maintain or improve our current credit ratings.

As of December [removed: 26, 2020,] [added: 25, 2021,] our total outstanding consolidated debt was approximately [removed: $984.3] [added: $986.4] million.

[removed: This,] [added: This ability,] to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

[removed: The risk exists that our] [added: Our] business [removed: will] [added: may not] be [removed: unable] [added: able] to generate sufficient cash flow from [removed: operations or that] [added: operations, and] future borrowings [removed: will] [added: may] not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

Furthermore, although our Board of Directors has authorized a share repurchase program of up to [removed: $4.5 billion, which has remaining authorization as of December 26, 2020 of $1.14] [added: $6.5] billion, we may temporarily pause or permanently discontinue this program at any time or significantly reduce the amount of repurchases under the program.

[removed: As] with goodwill, we also test our indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable.

Factors indicating impairment of goodwill or other intangible assets may include, among others: a significant decline in our expected future cash flows; a sustained, significant [added: decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated or changing competition; the testing for recoverability of a significant asset group within a reporting unit; and reduced growth rates.]

We are subject to numerous federal, state, local, and foreign laws and governmental regulations including those relating to [added: competition,] environmental protection, personal injury, intellectual property, consumer product safety, building, land use and zoning requirements, workplace regulations, wage and hour, privacy and information security, and employment law matters.

*The COVID-19 coronavirus pandemic [added: has, and] could [added: continue to] have a material negative effect on our results of operations, cash flows, financial position, and business operations.*

The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and [removed: volatility] [added: volatility, such as increased transportation costs, supply chain distributions, labor shortages, increased overhead, among other impacts,] which [added: have, and] may [added: continue to,] negatively affect our business operations.

[removed: We] [added: Despite the previous impacts of the pandemic on our business, we] are unable to predict the [added: future] impact that COVID-19 will have on our results of operations, cash flows, financial position, and business operations due to numerous uncertainties.

These uncertainties include, but are not limited to: the severity of the virus; the duration of the [removed: pandemic;] [added: pandemic, including the likelihood of resurgences and the emergence of variants; the efficacy and public acceptance of vaccines;] governmental actions which include restrictions on our operations up to and including potential closure of our stores and distribution centers; the duration and degree of quarantine or shelter-in-place measures, including additional measures that may still occur; impacts on our supply chain which include suppliers of our products and our transportation vendors; [added: impacts on our distribution network;] the health of our workforce and our ability to maintain staffing needs to operate our business; how macroeconomic factors evolve including unemployment rates and recessionary pressures; the impact of the pandemic on consumer shopping [removed: patterns, both during and after the pandemic;] [added: patterns;] volatility in the economy as well as the credit and financial [removed: markets during and after the pandemic;] [added: markets;] the incremental costs of doing business during the pandemic as well as on a long-term basis; potential increases in insurance premiums, medical claims costs, and workers' compensation claim costs; unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other [removed: resources to the pandemic response; potential delays in growth initiatives including the timing of new store openings; potential adverse]

[added: resources to the pandemic response; potential delays in growth initiatives including the timing of new store openings; potential adverse] effects on our internal control environment and information security as a result of changes to a remote work environment; and the long-term impact of the pandemic on our business.

Customers are also increasingly using social media to provide feedback and information about our Company, including our products and services, in a manner that can be quickly and broadly disseminated.

Additionally, our proprietary rights in our trademarks, trade names, service marks, domain names, copyrights, patents, trade secrets and other intellectual property rights are valuable assets of our business.

We may not be able to prevent or even discover every instance of unauthorized third party uses of our intellectual property or dilution of our brand names, such as when a third party uses trademarks that are identical or similar to our own.

See Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" for a further discussion of comparable store sales.

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operating expenses as a percentage of net sales than our more mature stores.

We may, from time to time, acquire businesses we believe to be complementary to our business, for example, the pending acquisition of Orscheln Farm and Home, LLC discussed previously.

In addition, extreme weather conditions, such as more frequent or intense hurricanes, thunderstorms, tornadoes, flood, fires,

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droughts, and snow or ice storms, as well as rising sea levels, have impacted operating results both positively and negatively and may positively or negatively impact our business in the future.

*We may be adversely affected by legal, regulatory or market responses to global climate change.*

Growing concern over climate change has led policy makers in the U.S. to consider the enactment of legislative and regulatory proposals that would impose mandatory requirements on greenhouse gas emissions.

Such laws, if enacted, are likely to impact our business in a number of ways.

Compliance with any new or more stringent laws or requirements, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers.

Our inability to appropriately respond to such changes could adversely impact our business, financial condition, results of operations or cash flows.

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health epidemics, delays in shipments, transportation capacity and costs, currency exchange rates, and changes in political or economic conditions in countries from which we purchase products.

The changes in certain tax and trade policies, tariffs and other regulations affecting trade between the U.S. and other countries enacted under the prior U.S. administration increased the cost of our merchandise sourced from outside of the U.S., which represents a large percentage of our overall merchandise.

It remains unclear how tax or trade policies, tariffs or trade relations may change under the current U.S. administration, which could adversely affect our business, results of operations, effective income tax rate, liquidity and net income.

While we believe there are adequate reserve quantities and alternative suppliers available, shortages or interruptions in the receipt or supply of products caused by unanticipated demand, such as occurred during, and as the economy recovers from, the COVID-19 pandemic, problems in production or distribution, financial or other difficulties of supplies,

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inclement weather or other economic conditions, including the availability of qualified drivers and distribution center team members, could adversely affect the availability, quality and cost of products, and our operating results.

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by some of these new laws, we could be subject to potential claims for damages and other remedies, which could harm our business.

The portion of total consumer expenditures with retailers occurring online and through mobile applications has continued to increase and has accelerated significantly during the COVID-19 pandemic.

The pace of this increase could further accelerate in the future.

Our business has evolved from an in-store experience to interaction with customers across numerous channels, including in-store, online, mobile and social media, among others.

Omni-channel retailing is rapidly evolving, and we must keep pace with changing customer expectations and new developments by our competitors.

Our customers are increasingly using mobile phones, tablets, computers, and other devices to shop and to interact with us through social media, particularly in the wake of COVID-19.

We are making investments in our websites and mobile applications.

If we are unable to make, improve, or develop relevant customer-facing technology in a timely manner, our ability to compete and our results of operations could be adversely affected.

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The currently authorized amount reflects a $2.0 billion increase to the existing share repurchase program which was approved by our Board of Directors on January 26, 2022.

The share repurchase program does not have an expiration date.

As of December 25, 2021, prior to the expanded $2.0 billion repurchase authorization, the Company had remaining authorization under the share repurchase program of $345.0 million, exclusive of any fees, commissions or other expenses.

As

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maintain our new or reacquired customers gained in fiscal 2020.

We may, from time to time, acquire businesses we believe to be complementary to our business.

We may not

Also, while we employ several different methodologies to assess potential business opportunities, the new businesses may not meet our expectations and, therefore, adversely affect our financial performance.

In addition, extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, fires and droughts, have impacted operating results.

*Factors associated with climate change could adversely affect our business.*

Further, climate change could affect our ability to procure needed commodities at costs and in the quantities that we currently expect.

Additionally, climate change may be associated with extreme weather conditions, such as more frequent or intense hurricanes, thunderstorms, tornadoes, floods, fire, drought, and snow or ice storms, as well as rising sea levels, all of which may negatively impact our business and have a material adverse effect on our financial condition and results of operations.

Our

costs (including increased fuel costs or a decrease in transportation capacity for overseas shipments) could significantly decrease our ability to provide adequate products for sale, or products at a desired price, resulting in lower sales and profitability.

*We face risks from our use of service providers or other third-parties whom we rely upon for conducting our business.*

The Company is dependent upon numerous service providers and other third-parties to conduct our business, including e-commerce among others.

While the Company selects these third-party vendors carefully, it does not control their actions.

Any failure of these third-parties to provide the expected or agreed-upon level of service in a timely manner for any reason could adversely affect the Company’s ability to deliver products and services to its customers and otherwise conduct its business.

Further, our reputation or brand could be adversely impacted by the actions of these third-parties.

decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated or changing competition; the testing for recoverability of a significant asset group within a reporting unit; and reduced growth rates.

In an effort to strengthen and preserve our liquidity while navigating the COVID-19 pandemic, we took preemptive actions, including incremental borrowings under our credit facilities, issuing $650.0 million of 1.750% Senior Notes (as defined in Note 4 to the Consolidated Financial Statements), temporary suspension of our share repurchase program during a portion of fiscal 2020 and increased our balance of cash and cash equivalents.

The increased debt levels have increased our interest expense costs and could place us at higher risk of default or limit our future financial flexibility.

*The following discussion and analysis is intended to provide the reader with information that will assist in understanding the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the two-year period ended December [removed: 26, 2020] [added: 25, 2021] (our fiscal years [removed: 2020] [added: 2021] and [removed: 2019).][added: 2020).]

Founded in 1938, Tractor Supply Company (the “Company” or [added: "Tractor Supply" or] “we” or “our” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”).

The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “*Out Here*” [removed: lifestyle), as well as tradesmen and small businesses.][added: lifestyle).]

As of December [removed: 26, 2020,] [added: 25, 2021,] we operated [removed: 2,105] [added: 2,181] retail stores in 49 states under the names *Tractor Supply Company,* [added: *Petsense,* and] *Del’s Feed & Farm [removed: Supply,* and *Petsense.*] [added: Supply.*] Our stores are located primarily in towns outlying major metropolitan markets and in rural communities.

- Equine, livestock, pet, and small animal products, including items necessary for their health, care, growth, and [removed: containment;][added: containment (i.e. fencing);]

Our long-term growth strategy is to: (1) expand and deepen our customer base by providing personal, localized, and memorable customer engagements by leveraging content, social media, and digital shopping experiences, attracting new customers and driving loyalty, (2) evolve customer experiences by digitizing our business processes and furthering our omni-channel capabilities, (3) offer relevant assortments and services across all channels through exclusive and national brands and continue to [removed: introduce] [added: grow our total addressable market by introducing] new products and services through our test and learn strategy, (4) drive operational excellence and productivity through continuous improvement, increasing space utilization, and implementing advanced supply chain capabilities to support growth, scale and agility, and (5) expand through selective acquisitions, as such opportunities arise, to add complementary businesses and to enhance penetration into new and existing markets to supplement organic growth.

Achieving this strategy will require a foundational focus on: (1) connecting, empowering and growing our team to enhance their lives and the communities they live in, enabling them to provide legendary service to our customers, and (2) allocating resources in a disciplined and efficient manner to drive profitable growth and build [removed: shareholder] [added: stockholder] value, including leveraging technology and automation, to align our cost structure to support new business capabilities for margin improvement and cost reductions.

Over the past five years, we have experienced considerable growth in stores, growing from [removed: 1,488] [added: 1,738] stores at the end of fiscal [removed: 2015] [added: 2016] to [removed: 2,105] [added: 2,181] stores [removed: (1,923] [added: (2,003] Tractor Supply and Del’s retail stores and [removed: 182] [added: 178] Petsense retail stores) at the end of fiscal [removed: 2020,] [added: 2021,] and in net sales, with a compounded annual growth rate of approximately [removed: 11.3%.][added: 13.4%.]

We have developed a proven method for selecting store [removed: sites] [added: sites,] and we believe we have significant additional opportunities for new Tractor Supply stores.

In fiscal [removed: 2019,] [added: 2021,] we opened 80 new Tractor Supply stores in [removed: 29] [added: 27] states and [removed: eight] [added: seven] new Petsense stores in four states.

This resulted in a selling square footage increase of approximately 4% in each of fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019.][added: 2020.]

Net sales increased [removed: 27.2%] [added: 19.9%] to [removed: $10.62] [added: $12.73] billion in fiscal [removed: 2020] [added: 2021] from [removed: $8.35] [added: $10.62] billion in fiscal [removed: 2019] [added: 2020] as we experienced significant demand for our products across all product categories, geographies and channels in fiscal [removed: 2020] [added: 2021] as [added: we acquired new customers who entered] our [added: markets and our existing] customers focused on the care of their homes, [removed: land] [added: land,] and animals while navigating the COVID-19 pandemic.

Comparable store sales increased [removed: 23.1%] [added: 16.9%] in fiscal [removed: 2020] [added: 2021] versus a [removed: 2.7%] [added: 23.1%] increase in fiscal [removed: 2019.][added: 2020.]

Gross profit increased [removed: 31.0%] [added: 19.0%] to [removed: $3.76] [added: $4.48] billion in fiscal [removed: 2020] [added: 2021] from [removed: $2.87] [added: $3.76] billion in fiscal [removed: 2019,] [added: 2020,] and gross margin [removed: increased 104] [added: decreased 25] basis points to [removed: 35.42%] [added: 35.2%] of net sales in fiscal [removed: 2020] [added: 2021] from [removed: 34.38%] [added: 35.4%] of net sales in fiscal [removed: 2019.][added: 2020.]

Operating income increased [removed: 49] [added: 88] basis points to [removed: 9.39%] [added: 10.3%] of net sales in fiscal [removed: 2020] [added: 2021] from [removed: 8.90%] [added: 9.4%] of net sales in fiscal [removed: 2019.][added: 2020.]

For fiscal [removed: 2020,] [added: 2021,] net income was [removed: $749.0] [added: $997.1] million, or [removed: $6.38] [added: $8.61] per diluted share, compared to [removed: $562.4] [added: $749.0] million, or [removed: $4.66] [added: $6.38] per diluted share, in fiscal [removed: 2019.][added: 2020.]

We ended fiscal [removed: 2020] [added: 2021] with [removed: $1.34 billion] [added: $878.0 million] in cash and cash equivalents and outstanding debt of [removed: $984.3] [added: $986.4] million, after returning [removed: $517.6 million] [added: $1.04 billion] to our stockholders through stock repurchases and quarterly cash dividends.

We have taken and continue to take numerous actions to promote health and safety, including, [added: encouraging vaccination efforts,] providing personal protective equipment to our team members, [removed: establishing mask protocols] [added: following local and federal guidance regarding the use of masks] in our facilities, [removed: rolling out] [added: maintaining enhanced services for cleaning and sanitation, continuing to provide] additional functionality to support contactless shopping experiences, [removed: adding services for cleaning and sanitation in our stores and distribution centers, hiring additional team members to assist in] promoting social distancing [removed: and cleaning actions] in our stores, and [removed: implementing] [added: continuing to offer] remote work plans at our [removed: store support center.][added: Store Support Center.]

However, the net incremental costs of doing business during this crisis have increased as a result of the aforementioned actions we have taken to support and promote the safety and well-being of our team members and customers, and we believe [removed: many] [added: some] of these incremental costs will continue after the pandemic is over.

of this Form 10-K, which make it difficult to predict the impact on our business, financial position, or results of operations in fiscal [removed: 2021] [added: 2022] and beyond.

[removed: Comparable] [added: Comparable] Store [removed: Metrics][added: Metrics]

[removed: Comparable] [added: Our comparable] store metrics are calculated on an annual basis using sales generated from all stores open at least one year and all online [removed: sales, excluding] [added: sales and exclude] certain adjustments to net sales.

Stores closed during [added: either of] the [removed: year] [added: years being compared] are removed from our comparable store metrics calculations.

Stores relocated during [added: either of] the years being compared are not removed from our comparable store [removed: metrics.][added: metrics calculations.]

If the effect of relocated stores on our comparable store metrics [removed: becomes] [added: calculations became] material, we would remove relocated stores from the calculations.

The following discussion addresses our most critical accounting [removed: policies,] [added: policies and estimates,] which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.

Our impairment [removed: reserve contains] [added: reserves contain] uncertainties because the [removed: calculation requires] [added: calculations require] management to make assumptions and to apply judgment regarding forecasted customer demand and the promotional environment.

We have not made any material changes in the accounting methodology used to recognize inventory impairment reserves [added: or shrinkage] in the financial periods presented.

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate [removed: impairment.][added: impairment or shrinkage.]

However, if assumptions regarding consumer [removed: demand or] [added: demand,] clearance potential [added: or inventory loss] for certain products are inaccurate, we may be exposed to losses or gains that could be material.

A 10% change in our inventory impairment reserve as of December [removed: 26, 2020,] [added: 25, 2021,] would have affected net income by approximately [removed: $1.1] [added: $1.3] million in fiscal [removed: 2020.][added: 2021.]

Our general policy is to perform physical inventories at least once a year for each store that has been open more than [removed: 12 months, and we have established a reserve for estimating inventory shrinkage between physical inventory counts.][added: twelve months.]

We have not made any material changes in [removed: the accounting] [added: our impairment loss assessment] methodology [removed: used to recognize shrinkage] in the financial periods presented.

A 10% change in our shrinkage reserve as of December [removed: 26, 2020,] [added: 25, 2021,] would have affected net income by approximately [removed: $2.9] [added: $4.2] million in fiscal [removed: 2020.][added: 2021.]

[removed: The estimated] [added: For vendor funding, we estimate the] purchase volume (and related vendor funding) [removed: is] based on our current knowledge of inventory levels, sales trends and expected customer demand, as well as planned new store openings and relocations.

We do not believe there is a significant collectability risk related to vendor funding amounts due to us at the end of fiscal [removed: 2020.][added: 2021.]

If a 10% reserve had been applied against our outstanding vendor funding due as of December [removed: 26, 2020,] [added: 25, 2021,] net income would have been affected by approximately [removed: $1.6] [added: $2.3] million in fiscal [removed: 2020.][added: 2021.]

A 10% change in our self-insurance reserves as of December [removed: 26, 2020,] [added: 25, 2021,] would have affected net income by approximately [removed: $5.9] [added: $8.4] million in fiscal [removed: 2020.][added: 2021.]

Long-lived assets, including lease [added: right-of-use] assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

[removed: None of these estimates and assumptions are significantly sensitive, and a 10%] change in any of these estimates would not have a material impact on our analysis.

For a comparison of our results of operations for fiscal year December 26, 2020 and December 28, 2019, see “Part II, Item 7.

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Performance Metrics

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Transaction Count and Transaction Value

Transaction count and transaction value metrics are used by the Company to measure sales performance.

Transaction count represents the number of customer transactions during a given period.

Transaction value represents the average amount paid per transaction and is calculated as net sales divided by the total number of customer transactions during a given period.

Merchandise Inventory:

We also have established a reserve for estimating inventory shrinkage between physical inventory counts.

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None of these estimates and assumptions are significantly sensitive, and a 10%

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There were no significant long-lived assets impairment charges recognized in fiscal 2021.

There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal 2021.

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| | | | 2021 | | | | | | 2020 | | | | | | | | |

Fiscal 2021 Compared to Fiscal 2020

Our sales performance continued to benefit from the shift of consumer behavior trends due to the COVID-19 pandemic as customers focused on the care of their homes, land, and animals, targeted investments in marketing to increase our unaided brand awareness, and other key initiatives to enhance customers' shopping experience, including the relaunch of the Neighbor's Club loyalty program.

These factors led to growth in new customer acquisition and increased spend from existing customers, which further resulted in an increase in comparable store sales across all major product categories, driven by robust growth for everyday merchandise, including C.U.E. products, and solid demand for seasonal categories.

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The decrease in gross margin as a percentage of net sales was primarily driven by higher product cost inflation, higher transportation costs driven by increased pressures on domestic freight, import freight, and rising fuel prices, and product mix shift towards C.U.E. products, which run at a slightly lower margin rate.

Partially offsetting the decrease was the Company's price management program and limited promotional and clearance activity, which effectively offset a significant portion of the inflation and transportation pressures.

On an adjusted basis, excluding the impact of the discrete impairment charges in the prior year, SG&A expenses increased 17.8% to $3.17 billion in fiscal 2021 from $2.69 billion in fiscal 2020.

On an adjusted basis, SG&A expenses, as a percent of net sales, improved 43 basis points to 24.9% in fiscal 2021 from 25.3% in fiscal 2020.

The improvement in SG&A as a percent as net sales was primarily attributable to strong leverage in occupancy and other fixed costs from the increase in comparable store sales and lower COVID-19 pandemic response costs.

COVID-19 pandemic response costs in fiscal 2021 of $63.3 million consisted of sick pay, benefits, and other health and safety related expenses, as compared to $117.1 million in fiscal 2020.

The leverage from these SG&A expenses was partially offset by higher store wage rates, additional store labor hours, and investment in the Company's strategic initiatives.

The primary drivers for the decrease in the Company's effective income tax rate were additional benefits from share-based compensation, a reduction in

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disallowed executive compensation, and increases in available tax credits, partially offset by a small increase in the Company's provision for state taxes.

(in thousands, except per share amounts)

| SG&A (including depreciation and amortization and asset impairment) | | | $ | 2,764,621 | | | | | $ | (74,051) | | | | | $ | 2,690,570 | |

| Operating income | | | $ | 996,928 | | | | | $ | 74,051 | | | | | $ | 1,070,979 | |

| Income before income taxes | | | $ | 968,147 | | | | | $ | 74,051 | | | | | $ | 1,042,198 | |

| Income tax expense | | | $ | 219,189 | | | | | $ | 16,765 | | | | | $ | 235,954 | |

(a) Comprised of $68.97 million of impairment of goodwill and other intangible assets along with $5.08 million of impairment of other long-lived assets related to the Petsense reporting unit

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 26, 2020, filed with the SEC on February 18, 2021.

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store relocations, distribution facility capacity and improvements, and information technology improvements through the end of fiscal 2022.

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Additionally, we have taken significant actions to support our team members during this pandemic including COVID-19 paid medical leave, 100% coverage of COVID-19 testing and treatment under our medical plan, and the payment of incremental appreciation bonuses for frontline team members of approximately $44 million during fiscal 2020.

Effective June 28, 2020, we implemented permanent wage increases for all of our hourly team members in our stores and distribution centers of a minimum of $1 per hour and are now providing a new benefit package for part-time team members, including medical, vision and dental coverage, behavioral health services, paid sick time and life insurance.

We have also implemented annual restricted stock unit grants to more than 2,000 frontline salaried managers in our stores and distribution centers.

Inventory Valuation:

Inventory Impairment

Shrinkage

While the Company continued to operate as an essential retailer during the year, the COVID-19 pandemic had a direct impact on our ability to complete all originally planned store physical inventories in fiscal 2020.

Our plan was complicated by state and local mandates such as shelter at home restrictions and social distancing requirements.

Our decision to revise our inventory schedule was based on these mandates as well as consideration of the health and safety of our team members, customers and vendor partners which are crucial to our business operations.

We assessed the risks associated with the stores not inventoried and concluded there is no material risk of misstatement to the financial statements for the stores not inventoried and further concluded that effective compensating controls are in place to ensure completeness and accuracy of reported inventory balances and estimated shrink losses.

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our shrinkage reserve.

However, if our estimates regarding inventory losses are inaccurate, we may be exposed to losses or gains that could be material.

Vendor Funding

Freight

We incur various types of transportation and delivery costs in connection with inventory purchases and distribution.

Such costs are included as a component of the overall cost of inventories (on an aggregate basis) and recognized as a component of cost of merchandise sold as the related inventory is sold.

We allocate freight as a component of total cost of sales without regard to inventory mix or unique freight burden of certain categories.

This assumption has been consistently applied for all years presented.

We have not made any material changes in the accounting methodology used to establish our capitalized freight balance or freight allocation in the financial periods presented.

If a 10% increase or decrease had been applied against our current inventory capitalized freight balance as of December 26, 2020, net income would have been affected by approximately $11.7 million in fiscal 2020.

We have not made any material changes in our impairment loss assessment methodology in the financial periods presented, other than to include operating lease right-of-use assets in our ongoing impairment assessment upon adoption of the new lease accounting standard in fiscal 2019.

We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses.

We have not made any material changes in our impairment loss assessment methodology in the financial periods presented in fiscal 2020.

In fiscal 2020 we recognized approximately $5.1 million of impairment expense related to long-lived assets for certain underperforming Petsense stores.

As described in further detail in Note 3 to the Consolidated Financial Statements, in fiscal 2020 we recognized goodwill impairment expense of approximately $60.8 million and tradename asset impairment expense of approximately $8.2 million related to Petsense.

Quarterly Financial Data

Our unaudited quarterly operating results for each fiscal quarter of 2020 and 2019 are shown below (in thousands, except per share amounts):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | First Quarter | | | | | | Second Quarter | | | | | | Third Quarter | | | | | | Fourth Quarter | | | | | | Total | | |

| Net sales | | | | | | $ | 1,959,188 | | | | | $ | 3,176,327 | | | | | $ | 2,606,572 | | | | | $ | 2,878,265 | | | | | $ | 10,620,352 | |

| Gross profit | | | | | | 661,249 | | | | | | 1,156,813 | | | | | | 947,957 | | | | | | 995,530 | | | | | | 3,761,549 | | |

| Operating income | | | | | | 112,538 | | | | | | 447,746 | | | | | | 252,177 | | | | | | 184,467 | | | | | | 996,928 | | |

| Net income | | | | | | 83,777 | | | | | | 338,678 | | | | | | 190,610 | | | | | | 135,893 | | | | | | 748,958 | | |

| Net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | $ | 0.72 | | | | | $ | 2.92 | | | | | $ | 1.64 | | | | | $ | 1.17 | | | | | $ | 6.44 | |

| Diluted | | | | | | $ | 0.71 | | | | | $ | 2.90 | | | | | $ | 1.62 | | | | | $ | 1.15 | | | | | $ | 6.38 | |

| Comparable store sales increase (a) | | | | | | 4.3 | | % | | | | 30.5 | | % | | | | 26.8 | | % | | | | 27.3 | | % | | | | 23.1 | | % |

| 2019 | | | | | | (13 weeks) | | | | | | (13 weeks) | | | | | | (13 weeks) | | | | | | (13 weeks) | | | | | | (52 weeks) | | |

A 1% change in interest rates on our variable rate debt in excess of that amount covered by the interest rate swaps would have affected interest expense by approximately [removed: $2.4] [added: $2.0] million, [removed: $1.9] [added: $2.4] million, and [removed: $1.6] [added: $1.9] million in fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

Based on the amount of outstanding variable rate debt as of December [removed: 26, 2020,] [added: 25, 2021,] excluding those borrowings for which we have interest rate swaps, a 1% change in interest rates would not result in any material increase in our interest expense on a prospective basis.

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As discussed in Note 5 to the Consolidated Financial Statements, we entered into interest rate swap agreements which are intended to mitigate interest rate risk associated with future changes in interest rates for the term loan borrowings under the Senior Credit Facility.

As a result of the interest rate swaps, our exposure to interest rate volatility is minimized.

The interest rate swap agreements have been executed for risk management purposes and are not held for trading purposes.

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Tractor Supply Company (the “Company” or [added: "Tractor Supply" or] “we” or “our” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”).

The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “*Out Here*” [removed: lifestyle), as well as tradesmen and small businesses.][added: lifestyle).]

We operate retail stores under the names *Tractor Supply Company, [removed: Del’s] [added: Petsense,* and *Del’s] Feed & Farm [removed: Supply,* and *Petsense.*] [added: Supply.*] Our stores are located primarily in towns outlying major metropolitan markets and in rural communities.

At December [removed: 26, 2020,] [added: 25, 2021,] we operated [removed: 2,105] [added: 2,181] retail stores in 49 states [removed: (1,923] [added: (2,003] Tractor Supply and Del’s retail stores and [removed: 182] [added: 178] Petsense retail stores).

Our online selling websites and our mobile application [removed: are positioned to] offer an extended assortment of products beyond those offered in-store and drive traffic into our stores through our buy online and pickup in-store and ship to store programs.

We believe our sales and earnings growth is the result of executing our [removed: business] [added: multi-year] strategy, which includes the following key components:

We have identified a specialized market niche: supplying the lifestyle needs of recreational farmers, ranchers, and all those who enjoy living the rural [removed: lifestyle, as well as tradesmen and small businesses.][added: lifestyle.]

This customer base includes recreational farmers, ranchers, and all those who enjoy living the rural [removed: lifestyle, as well as tradesmen and small businesses.][added: lifestyle.]

We also engage with our customers through our e-commerce websites and mobile application, which provide the opportunity to allow customers to shop anytime, anywhere, and in any way [removed: they choose, while delivering enhanced product information, research, and decision tools that support product selection and informational needs in specific subject areas.]

Also, our store team members wear highly visible red vests or aprons with [removed: nametags,] [added: name tags,] and our customer service and checkout counters are conveniently located near the front of the store.

In addition, our buy online and [removed: pick up] [added: pickup] in-store [removed: program,] [added: and ship to store programs,] including curbside [removed: pick up,] [added: pickup,] provides convenient access for customers to pick up merchandise from our store locations.

We offer an extensive assortment of products for all those seeking to enjoy the “*Out Here”* [removed: lifestyle, as well as tradesmen and small businesses.][added: lifestyle.]

Our full line of product offerings includes a broad selection of high quality, reputable brand name and exclusive brand products with approximately [removed: 15,500] [added: 16,000] to [removed: 20,000] [added: 22,000] products per store as well as over [removed: 125,000] [added: 170,000] products online.

No single product accounted for more than 10% of our sales during fiscal [removed: 2020.][added: 2021.]

- Equine, livestock, pet, and small animal products, including items necessary for their health, care, growth, and [removed: containment;][added: containment (i.e. fencing);]

The following table indicates the percentage of net sales represented by each of our major product categories during fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018:][added: 2019:]

| Product Category: | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Hardware, Tools and Truck | | | 21 | | | | | | 21 | | | | | | [removed: 22] [added: 21] | | |

| Seasonal, Gift and Toy Products | | | 21 | | | | | | [removed: 20] [added: 21] | | | | | | [removed: 19] [added: 20] | | |

| Clothing and Footwear | | | [removed: 7] [added: 8] | | | | | | [removed: 8] [added: 7] | | | | | | 8 | | |

| Agriculture | | | [removed: 4] [added: 3] | | | | | | 4 | | | | | | 4 | | |

Our buying team continuously reviews and updates our product assortment [added: as necessary] to respond to customer needs and to offer new, relevant products.

Examples of C.U.E. product categories include, but are not limited to, livestock feed and bedding, pet food, bird seed, lubricants, propane, and various seasonal products, such as [removed: heating,] fertilizer, weed control, mulch, pest control, and twine.

We purchase our products from a group of approximately 975 vendors, with no one vendor representing more than 10% of our purchases during fiscal [removed: 2020.][added: 2021.]

Approximately 375 core vendors accounted for 90% of our merchandise purchases during fiscal [removed: 2020.][added: 2021.]

Our exclusive brands represented approximately 29% of our total sales in fiscal [added: 2021 and] 2020 and 31% of our total sales in fiscal [removed: 2019 and 2018, respectively.][added: 2019.]

Our patents (both United States and foreign) have expiration dates ranging from [removed: March,] [added: March] 2024 to [removed: December,] [added: December] 2045 and protect various elements, designs or functions of farm and ranch equipment, as well as light systems for trucks and other vehicles.

We believe our intellectual property, which includes the trademarks and service marks identified above, together with certain [removed: tradenames,] [added: trade names,] domain names, patents, and copyrights, has significant value and is an important component of our merchandising and marketing strategies.

In fiscal [removed: 2020,] [added: 2021,] our Tractor Supply stores received approximately [removed: 75%] [added: 76%] of merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.

We also use third-party operated import [removed: centers and] [added: centers,] mixing centers [added: and pop-up distribution facilities] which provide additional distribution capacity.

[removed: On December 7, 2020,] [added: In addition, on January 26, 2022,] the Company announced plans to build a new distribution center in [removed: Navarre, Ohio.][added: Maumelle, Arkansas.]

[removed: The] [added: This] new distribution center is expected to be approximately [removed: 895,000] [added: 900,000] square feet.

Construction is planned to begin in [removed: fiscal 2021] [added: the middle of 2022] and is currently anticipated to be [removed: complete by the end of fiscal 2022.][added: completed in late 2023.]

We utilize multiple common carriers for store and direct to customer [removed: deliveries.]

We utilize an “everyday [removed: value] [added: low] price” philosophy to consistently offer our products at competitive prices complemented by strategically planned promotions throughout the year.

In addition, our *Neighbor’s Club* loyalty program enhances our ability to [removed: create engagement] [added: engage] with our [added: customers, recognize and reward our] best [removed: customers.][added: customers, drive desired behaviors, and create brand advocacy.]

Vendors frequently support these specific programs by offering temporary cost [removed: reductions] [added: reductions, additional funding,] and honoring coupons.

We offer [removed: a] buy [removed: online] [added: online, pickup in-store,] and [removed: pick up in-store program, including] curbside [removed: pick up,] [added: pickup,] which provides convenient access for customers to pick up merchandise from our store locations.

We use our distribution facility network [added: as well as our stores] to support our e-commerce activities.

Our digital capabilities have further enhanced our in-store shopping [removed: and customer service] experience, [removed: allowed] [added: allowing] us to engage with our customers [removed: anytime, anywhere, and in any way they choose,] [added: more effectively,] and expanded our target markets outside of our current retail store locations.

We also offer an expanded assortment of products through the Tractor Supply mobile application and online at *TractorSupply.com* and *Petsense.com*.

On February 17, 2021, the Company announced that it entered into an agreement to acquire all of the outstanding equity interests of Orscheln Farm and Home, LLC, a farm and ranch retailer with 167 retail stores in 11 states, in an all-cash transaction for approximately $320 million.

The Company intends to fund the acquisition through cash-on-hand.

The acquisition is conditioned on the receipt of regulatory clearance and the satisfactory completion of customary closing conditions within a specified timeframe.

We have seen a continuation of shifting consumer behavior trends due to the COVID-19 pandemic as customers focused on the care of their homes, land, and animals, which resulted in a growing demand in everyday merchandise, including consumable, usable, and edible ("C.U.E.") products and seasonal categories.

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they choose, while delivering enhanced product information, research, and decision tools that support product selection and informational needs in specific subject areas.

Display and product placement information is routinely sent to stores to ensure quality and uniformity among the stores, and our Field Activity Support Teams ("FAST") are dedicated to support the stores in creating an enhanced in-store experience for our customers through best-in-class merchandising execution.

We are in the midst of a multi-year project that began in 2020 to remodel our existing store base, bringing programs to life with new fixtures, layouts and products that truly enhance the customer shopping experience.

The site level space is analyzed category by category and reallocated as needed to align with current merchandising strategies and to drive space productivity.

Another space productivity initiative is to transform our side lot with an expanded product offering and an enhanced shopping experience.

With this investment, the side lots space is leveraged to offer a wider product offering in the lawn and garden categories and our new categories with the garden center, and offer greater convenience through the expansion of our buy online and pickup in-store and ship to store capabilities for drive-thru pickup.

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Although the COVID-19 pandemic has resulted in the fluctuation of customer demands for certain products as well as global supply chain disruptions and delays, we have not experienced any significant difficulty in obtaining satisfactory alternative sources of supply for our products to meet customer demands.

We believe that adequate sources of supply exist, but they may cost more or require us to incur higher transportation costs.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

The Company is building a new distribution center in Navarre, Ohio, which is expected to be approximately 900,000 square feet and is currently anticipated to be completed in the fall of fiscal 2022.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

deliveries.

Our focus is on delivering a comprehensive, seamless omni-channel shopping experience offering the conveniences our customers want and expect.

For select products, we offer same day delivery.

We establish goals for productivity and cost improvement.

- Consumer mobile app;

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

We are endeavoring to adhere to quickly evolving industry privacy laws and standards.

The Petsense name is registered with the USPTO.

Our store operations are divided between east and west divisions, and each division is overseen by a senior vice president.

We continue to make wage investments to offer our team members competitive compensation.

On an annualized basis in 2021, we invested an additional $40 million in hourly store team members as a result of our increases in the minimum wage paid to team members.

Our current team of

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

- Quarterly all store team member meetings; and

*Workplace Health and Safety*

We strive to provide a safe and healthy workplace for all team members and drive a culture of safe practices and continuous improvement.

We provide role based safety training during the onboarding process and through other specific safety programs.

In response to the COVID-19 pandemic, we implemented enhanced cleaning standards, adapted to the evolving public health guidance in our workplaces, and provided training and education to our team members.

We implemented a vaccination incentive program, provided paid time off to receive vaccinations, and held onsite vaccination clinics for our team members among other COVID-19 mitigation practices.

We continually monitor and adapt our safety practices as the COVID-19 pandemic continues.

Tractor Supply is committed to DE&I.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

We also operate websites under the names *TractorSupply.com* and *Petsense.com* as well as a Tractor Supply Company mobile application.

In addition, our stores have been equipped with tools such as team member communication devices, wireless internet, and mobile point-of-sale devices that enable our team members to provide an enhanced shopping experience to our customers.

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

Display and product placement information is routinely sent to stores to ensure quality and uniformity among the stores.

We have not experienced any significant difficulty in obtaining satisfactory alternative sources of supply for our products, and we believe that adequate sources of supply exist at substantially similar costs for nearly all of our products.

We have no material long-term contractual commitments with any of our product vendors.

Our focus is on delivering a comprehensive mobile experience while maintaining a straight-forward shopping experience to further offer the convenience our customers need.

Petsense owns a registered trademark for its exclusive brand, *TrueSource*® pet food, and the Petsense name is registered with the USPTO.

Effective June 28, 2020, we implemented permanent wage increases for all of our hourly team members in our stores and distribution centers of a minimum of $1 per hour and are now providing a new benefit package for part-time team members, including medical, vision and dental coverage, behavioral health services, paid sick time and life insurance.

We have also implemented annual restricted stock unit grants to more than 2,000 frontline salaried managers in our stores and distribution centers.

Tractor Supply is committed to the principles of diversity, equity and inclusion.

Petsense stores.

Furthermore, we are not able to predict at this time the impact that the COVID-19 pandemic may have on the seasonality of our business in the future.

Additionally in 2020, we released our inaugural report in response to the Task Force on Climate-related Financial Disclosures, announced our commitment to increasing our level of renewable energy purchased for electric consumption, and that the Company is partnering with various utility companies to purchase solar energy for select store locations and to participate in community solar programs.

Additional information can be found in our annual sustainability report on our website (*TractorSupply.com)*.

For a description of the Company's legal proceedings, refer to Note 11 to the Condensed Consolidated Financial Statements included under Part II, Item 8 of this Annual Report on Form 10-K.

On October 9, 2020, an alleged stockholder, the City of Pontiac Police and Fire Retirement System, filed a derivative lawsuit in the U.S. District Court for the Middle District of Tennessee, purportedly on the Company's behalf, against certain current and former members of our Board of Directors, and the Company as a nominal defendant, seeking unspecified compensatory and punitive damages payable to the Company, disgorgement, restitution, corporate governance and hiring changes, mandated community investment, and attorneys' fees and costs.

Plaintiff alleges that defendants violated the federal securities laws governing proxy solicitations and breached their fiduciary duties by misrepresenting the Company’s commitment to and support for diversity and inclusion.

The Company disputes the allegations of the complaint.

The Company and the individual defendants moved to dismiss the complaint based on plaintiff’s failure to make a demand on the board and to state a claim upon which relief may be granted.

Given the indeterminate claims for monetary damages and the early stage of the proceedings where key factual and legal issues have not been resolved, the Company is unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from the matter described above.

The Company is also involved in various litigation matters arising in the ordinary course of business.

The Company believes that, based upon information currently available, any estimated loss related to such matters has been adequately provided for in accrued liabilities to the extent probable and reasonably estimable.

Accordingly, the Company currently expects these matters will be resolved without material adverse effect on its consolidated financial position, results of operations or cash flows.

However, litigation and other legal matters involve an element of uncertainty.

Future developments in such matters, including adverse decisions or settlements or resulting required changes to the Company’s business operations, could affect our consolidated operating results when resolved in future periods or could result in liability or other amounts material to the Company’s Consolidated Financial Statements.

For the fiscal year ended December [removed: 26, 2020][added: 25, 2021]

[removed: ][added: ]

The aggregate market value of the Common Stock held by non-affiliates of the registrant, based on the closing price of the Common Stock on The NASDAQ Global Select Market on June [removed: 27, 2020,] [added: 26, 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $12.6] [added: $17.2] billion.

| Class | | | | | | Outstanding at January [removed: 23, 2021] [added: 22, 2022] | | |

| Common Stock, $.008 par value | | | | | | [removed: 116,301,841] [added: 112,772,349] | | |

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| [Forward-Looking [removed: Statements](#i137f04c25e1e4da3b6d1f469d06f3319_10)] [added: Statements](#ia0680a7a640346e7afc1f53a5745d231_10)] | | | | | | [removed: [ii](#i137f04c25e1e4da3b6d1f469d06f3319_10)] [added: [ii](#ia0680a7a640346e7afc1f53a5745d231_10)] | | |

| [removed: [1A.](#i137f04c25e1e4da3b6d1f469d06f3319_19)] [added: [1A.](#ia0680a7a640346e7afc1f53a5745d231_19)] | | | [Risk [removed: Factors](#i137f04c25e1e4da3b6d1f469d06f3319_19)] [added: Factors](#ia0680a7a640346e7afc1f53a5745d231_19)] | | | [removed: [11](#i137f04c25e1e4da3b6d1f469d06f3319_19)] [added: [12](#ia0680a7a640346e7afc1f53a5745d231_19)] | | |

| [removed: [1B.](#i137f04c25e1e4da3b6d1f469d06f3319_22)] [added: [1B.](#ia0680a7a640346e7afc1f53a5745d231_22)] | | | [Unresolved Staff [removed: Comments](#i137f04c25e1e4da3b6d1f469d06f3319_22)] [added: Comments](#ia0680a7a640346e7afc1f53a5745d231_22)] | | | [removed: [23](#i137f04c25e1e4da3b6d1f469d06f3319_22)] [added: [24](#ia0680a7a640346e7afc1f53a5745d231_22)] | | |

| [removed: [3.](#i137f04c25e1e4da3b6d1f469d06f3319_28)] [added: [3.](#ia0680a7a640346e7afc1f53a5745d231_28)] | | | [Legal [removed: Proceedings](#i137f04c25e1e4da3b6d1f469d06f3319_28)] [added: Proceedings](#ia0680a7a640346e7afc1f53a5745d231_28)] | | | [removed: [25](#i137f04c25e1e4da3b6d1f469d06f3319_28)] [added: [26](#ia0680a7a640346e7afc1f53a5745d231_28)] | | |

| [removed: [4.](#i137f04c25e1e4da3b6d1f469d06f3319_31)] [added: [4.](#ia0680a7a640346e7afc1f53a5745d231_31)] | | | [Mine Safety [removed: Disclosures](#i137f04c25e1e4da3b6d1f469d06f3319_31)] [added: Disclosures](#ia0680a7a640346e7afc1f53a5745d231_31)] | | | [removed: [25](#i137f04c25e1e4da3b6d1f469d06f3319_31)] [added: [26](#ia0680a7a640346e7afc1f53a5745d231_31)] | | |

| [removed: [5.](#i137f04c25e1e4da3b6d1f469d06f3319_37)] [added: [5.](#ia0680a7a640346e7afc1f53a5745d231_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i137f04c25e1e4da3b6d1f469d06f3319_37)] [added: Securities](#ia0680a7a640346e7afc1f53a5745d231_37)] | | | [removed: [26](#i137f04c25e1e4da3b6d1f469d06f3319_37)] [added: [27](#ia0680a7a640346e7afc1f53a5745d231_37)] | | |

| [removed: [7.](#i137f04c25e1e4da3b6d1f469d06f3319_43)] [added: [7.](#ia0680a7a640346e7afc1f53a5745d231_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i137f04c25e1e4da3b6d1f469d06f3319_43)] [added: Operations](#ia0680a7a640346e7afc1f53a5745d231_43)] | | | [removed: [30](#i137f04c25e1e4da3b6d1f469d06f3319_43)] [added: [30](#ia0680a7a640346e7afc1f53a5745d231_43)] | | |

| [removed: [7A.](#i137f04c25e1e4da3b6d1f469d06f3319_70)] [added: [7A.](#ia0680a7a640346e7afc1f53a5745d231_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i137f04c25e1e4da3b6d1f469d06f3319_70)] [added: Risk](#ia0680a7a640346e7afc1f53a5745d231_70)] | | | [removed: [45](#i137f04c25e1e4da3b6d1f469d06f3319_70)] [added: [42](#ia0680a7a640346e7afc1f53a5745d231_70)] | | |

| [removed: [8.](#i137f04c25e1e4da3b6d1f469d06f3319_73)] [added: [8.](#ia0680a7a640346e7afc1f53a5745d231_73)] | | | [Financial Statements and Supplementary [removed: Data](#i137f04c25e1e4da3b6d1f469d06f3319_73)] [added: Data](#ia0680a7a640346e7afc1f53a5745d231_73)] | | | [removed: [46](#i137f04c25e1e4da3b6d1f469d06f3319_73)] [added: [44](#ia0680a7a640346e7afc1f53a5745d231_73)] | | |

| [removed: [9.](#i137f04c25e1e4da3b6d1f469d06f3319_160)] [added: [9.](#ia0680a7a640346e7afc1f53a5745d231_148)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i137f04c25e1e4da3b6d1f469d06f3319_160)] [added: Disclosure](#ia0680a7a640346e7afc1f53a5745d231_148)] | | | [removed: [79](#i137f04c25e1e4da3b6d1f469d06f3319_160)] [added: [75](#ia0680a7a640346e7afc1f53a5745d231_148)] | | |

| [removed: [9A.](#i137f04c25e1e4da3b6d1f469d06f3319_163)] [added: [9A.](#ia0680a7a640346e7afc1f53a5745d231_151)] | | | [Controls and [removed: Procedures](#i137f04c25e1e4da3b6d1f469d06f3319_163)] [added: Procedures](#ia0680a7a640346e7afc1f53a5745d231_151)] | | | [removed: [79](#i137f04c25e1e4da3b6d1f469d06f3319_163)] [added: [75](#ia0680a7a640346e7afc1f53a5745d231_151)] | | |

| [removed: [9B.](#i137f04c25e1e4da3b6d1f469d06f3319_166)] [added: [9B.](#ia0680a7a640346e7afc1f53a5745d231_154)] | | | [Other [removed: Information](#i137f04c25e1e4da3b6d1f469d06f3319_166)] [added: Information](#ia0680a7a640346e7afc1f53a5745d231_154)] | | | [removed: [80](#i137f04c25e1e4da3b6d1f469d06f3319_166)] [added: [75](#ia0680a7a640346e7afc1f53a5745d231_154)] | | |

| [removed: [10.](#i137f04c25e1e4da3b6d1f469d06f3319_172)] [added: [10.](#ia0680a7a640346e7afc1f53a5745d231_160)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i137f04c25e1e4da3b6d1f469d06f3319_172)] [added: Governance](#ia0680a7a640346e7afc1f53a5745d231_160)] | | | [removed: [80](#i137f04c25e1e4da3b6d1f469d06f3319_172)] [added: [75](#ia0680a7a640346e7afc1f53a5745d231_160)] | | |

| [removed: [11.](#i137f04c25e1e4da3b6d1f469d06f3319_175)] [added: [11.](#ia0680a7a640346e7afc1f53a5745d231_163)] | | | [Executive [removed: Compensation](#i137f04c25e1e4da3b6d1f469d06f3319_175)] [added: Compensation](#ia0680a7a640346e7afc1f53a5745d231_163)] | | | [removed: [80](#i137f04c25e1e4da3b6d1f469d06f3319_175)] [added: [75](#ia0680a7a640346e7afc1f53a5745d231_163)] | | |

| [removed: [12.](#i137f04c25e1e4da3b6d1f469d06f3319_178)] [added: [12.](#ia0680a7a640346e7afc1f53a5745d231_166)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i137f04c25e1e4da3b6d1f469d06f3319_178)] [added: Matters](#ia0680a7a640346e7afc1f53a5745d231_166)] | | | [removed: [80](#i137f04c25e1e4da3b6d1f469d06f3319_178)] [added: [75](#ia0680a7a640346e7afc1f53a5745d231_166)] | | |

| [removed: [13.](#i137f04c25e1e4da3b6d1f469d06f3319_181)] [added: [13.](#ia0680a7a640346e7afc1f53a5745d231_169)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i137f04c25e1e4da3b6d1f469d06f3319_181)] [added: Independence](#ia0680a7a640346e7afc1f53a5745d231_169)] | | | [removed: [81](#i137f04c25e1e4da3b6d1f469d06f3319_181)] [added: [76](#ia0680a7a640346e7afc1f53a5745d231_169)] | | |

| [removed: [14.](#i137f04c25e1e4da3b6d1f469d06f3319_184)] [added: [14.](#ia0680a7a640346e7afc1f53a5745d231_172)] | | | [Principal Accountant Fees and [removed: Services](#i137f04c25e1e4da3b6d1f469d06f3319_184)] [added: Services](#ia0680a7a640346e7afc1f53a5745d231_172)] | | | [removed: [81](#i137f04c25e1e4da3b6d1f469d06f3319_184)] [added: [76](#ia0680a7a640346e7afc1f53a5745d231_172)] | | |

| [removed: [15.](#i137f04c25e1e4da3b6d1f469d06f3319_190)] [added: [15.](#ia0680a7a640346e7afc1f53a5745d231_178)] | | | [removed: [Exhibits and] [added: [Exhibit](#ia0680a7a640346e7afc1f53a5745d231_178)[s](#ia0680a7a640346e7afc1f53a5745d231_178) [and] Financial Statement [removed: Schedules](#i137f04c25e1e4da3b6d1f469d06f3319_190)] [added: Schedules](#ia0680a7a640346e7afc1f53a5745d231_178)] | | | [removed: [81](#i137f04c25e1e4da3b6d1f469d06f3319_190)] [added: [76](#ia0680a7a640346e7afc1f53a5745d231_178)] | | |

| [removed: [16.](#i137f04c25e1e4da3b6d1f469d06f3319_193)] [added: [16.](#ia0680a7a640346e7afc1f53a5745d231_181)] | | | [Form 10-K [removed: Summary](#i137f04c25e1e4da3b6d1f469d06f3319_193)] [added: Summary](#ia0680a7a640346e7afc1f53a5745d231_181)] | | | [removed: [81](#i137f04c25e1e4da3b6d1f469d06f3319_193)] [added: [76](#ia0680a7a640346e7afc1f53a5745d231_181)] | | |

This Form 10-K and statements included or incorporated by reference in this Form 10-K include certain [removed: historical and] forward-looking [removed: information.][added: statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”).]

All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including their amount and nature), business strategy, expansion, [added: anticipated future performance] and growth of [removed: the] [added: our] business operations and other such matters are forward-looking statements.

To take advantage of the safe harbor provided by the Act, we are identifying certain factors that could cause actual results to differ materially from those expressed in any forward-looking [removed: statements, whether oral, or written.][added: statements.]

These factors include, without limitation, national, regional, and local economic conditions affecting consumer spending, including the effects of [removed: COVID-19,] the [removed: effects that “shelter in place” or other similar mandated or suggested social distancing protocols could have on the business, the costs of doing business as a retailer during the] COVID-19 pandemic, the [removed: effectiveness of the Company’s responses to COVID-19] [added: efficacy] and [removed: customer response with respect to those actions, the effects] [added: distribution] of COVID-19 [removed: on our suppliers, business partners and supply chain,] [added: vaccines,] the timing and acceptance of new products, the timing and mix of goods sold, [removed: weather conditions, the seasonal nature of the business, the timing and mix of goods sold,] purchase price volatility (including inflationary and deflationary pressures), [added: transportation costs, constraints in] the [added: supply chain affecting timing and availability of merchandise inventory, the] ability to increase sales at existing [removed: stores, the failure to realize anticipated benefits of] [added: stores or on] our [removed: investments in technology, infrastructure, and digital and omni-channel capabilities,] [added: e-commerce platforms,] the ability to manage growth and identify suitable locations, [added: the ability to complete acquisitions on expected terms,] failure of an acquisition to produce anticipated results, the ability to successfully manage [removed: expenses, particularly in light] [added: expenses (including increased expenses as a result] of [removed: COVID-19, including but not limited to, increases in wages,] [added: operating during the COVID-19 pandemic)] and [added: to] execute [added: our] key gross margin enhancing initiatives, [removed: increases in fuel, carrier and other transportation costs, increases in wages due to competitive pressures or minimum wage laws and regulations,] the availability of favorable credit sources, capital market conditions in general, the ability to open new stores in the [removed: manner, timing] [added: time, manner] and number currently contemplated, [added: particularly in light of] the [added: COVID-19 pandemic, the ability to open distribution centers in the anticipated timeframe and within budget, the] impact of new stores on [removed: the] [added: our] business, competition, including [removed: competition] [added: that] from online [removed: retailers,] [added: competitors, weather conditions, the seasonal nature of our business,] effective merchandising initiatives and marketing emphasis, the ability to retain vendors, reliance on foreign suppliers, the ability to attract, [removed: train] [added: train,] and retain qualified employees, [removed: the unionization or collective bargaining of employees,] [added: increasing labor and benefit costs, our ability to meet our sustainability, stewardship, carbon emission, and diversity, equity, and inclusion ("DE&I") related environmental, social, and governance ("ESG") projections, goals, and commitments,] product liability and other claims, changes in federal, [removed: state] [added: state,] or local regulations, [added: the] potential [added: effects on our business of responses of government and public health authorities to the COVID-19 pandemic, the “shelter in place” and similar federal, state, and local regulations and protocols could have on our business, including our supply chain and employees, the effectiveness of the Company’s responses to COVID-19, including our efforts to make a vaccine available to our employees, and customer response with respect to those actions, the refusal by our employees and the public generally to be vaccinated against COVID-19, the imposition of tariffs on imported products or the disallowance of tax deductions on imported products, potential] judgments, fines, legal [removed: fees] [added: fees,] and other costs, breach of information systems or theft of employee or customer data, ongoing and potential future legal or regulatory proceedings, management of [removed: the Company’s] [added: our] information systems, failure to develop and implement new technologies, the failure of customer-facing technology systems, business disruption including from the implementation of supply chain technologies, effective tax rate [removed: changes, including expected effects of the Tax Cuts and Jobs Act,] [added: changes] and results of examination by taxing authorities, the [removed: imposition of tariffs on imported products or the disallowance of tax deductions on imported products, the] ability to maintain an effective system of internal control over financial reporting, [added: and] changes in accounting standards, [removed: assumptions] [added: assumptions,] and estimates, and those described in Item 1A.

We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated [removed: events.][added: events, except as required by law.]

| [PART I](#ia0680a7a640346e7afc1f53a5745d231_13) | | | | | | [1](#ia0680a7a640346e7afc1f53a5745d231_13) | | |

| [1.](#ia0680a7a640346e7afc1f53a5745d231_16) | | | [Business](#ia0680a7a640346e7afc1f53a5745d231_16) | | | [1](#ia0680a7a640346e7afc1f53a5745d231_16) | | |

| [2.](#ia0680a7a640346e7afc1f53a5745d231_25) | | | [Properties](#ia0680a7a640346e7afc1f53a5745d231_25) | | | [25](#ia0680a7a640346e7afc1f53a5745d231_25) | | |

| [PART II](#ia0680a7a640346e7afc1f53a5745d231_34) | | | | | | [27](#ia0680a7a640346e7afc1f53a5745d231_34) | | |

| [6.](#ia0680a7a640346e7afc1f53a5745d231_40) | | | [\[Reserved\]](#ia0680a7a640346e7afc1f53a5745d231_40) | | | [29](#ia0680a7a640346e7afc1f53a5745d231_40) | | |

| | | | | | | | | |

| [PART III](#ia0680a7a640346e7afc1f53a5745d231_157) | | | | | | [75](#ia0680a7a640346e7afc1f53a5745d231_157) | | |

| | | | | | | | | |

| [PART IV](#ia0680a7a640346e7afc1f53a5745d231_175) | | | | | | [76](#ia0680a7a640346e7afc1f53a5745d231_175) | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| [PART I](#i137f04c25e1e4da3b6d1f469d06f3319_13) | | | | | | [1](#i137f04c25e1e4da3b6d1f469d06f3319_13) | | |

| [1.](#i137f04c25e1e4da3b6d1f469d06f3319_16) | | | [Business](#i137f04c25e1e4da3b6d1f469d06f3319_16) | | | [1](#i137f04c25e1e4da3b6d1f469d06f3319_16) | | |

| [2.](#i137f04c25e1e4da3b6d1f469d06f3319_25) | | | [Properties](#i137f04c25e1e4da3b6d1f469d06f3319_25) | | | [24](#i137f04c25e1e4da3b6d1f469d06f3319_25) | | |

| [PART II](#i137f04c25e1e4da3b6d1f469d06f3319_34) | | | | | | [26](#i137f04c25e1e4da3b6d1f469d06f3319_34) | | |

| [6.](#i137f04c25e1e4da3b6d1f469d06f3319_40) | | | [Selected Financial Data](#i137f04c25e1e4da3b6d1f469d06f3319_40) | | | [29](#i137f04c25e1e4da3b6d1f469d06f3319_40) | | |

| [PART III](#i137f04c25e1e4da3b6d1f469d06f3319_169) | | | | | | [80](#i137f04c25e1e4da3b6d1f469d06f3319_169) | | |

| [PART IV](#i137f04c25e1e4da3b6d1f469d06f3319_187) | | | | | | [81](#i137f04c25e1e4da3b6d1f469d06f3319_187) | | |

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

The forward-looking statements included are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”).

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

At December [removed: 26, 2020,] [added: 25, 2021,] the Company operated [removed: 2,105] [added: 2,181] stores in 49 states [removed: (1,923] [added: (2,003] Tractor Supply and Del’s retail stores and [removed: 182] [added: 178] Petsense retail stores).

Approximately [removed: 56%] [added: 57%] of our stores are in freestanding buildings and [removed: 44%] [added: 43%] are located in shopping centers.

| [removed: New York] [added: Florida] | | | | | | [removed: 92] [added: 96] | | | | | | New Hampshire | | | | | | 22 | | |

| Kentucky | | | | | | [removed: 71] [added: 72] | | | | | | Utah | | | | | | [removed: 15] [added: 16] | | |

| [removed: Virginia] [added: Alabama] | | | | | | [removed: 64] [added: 67] | | | | | | North Dakota | | | | | | 14 | | |

| Indiana | | | | | | [removed: 63] [added: 62] | | | | | | Oregon | | | | | | 13 | | |

| Oklahoma | | | | | | [removed: 57] [added: 58] | | | | | | South Dakota | | | | | | 9 | | |

| South Carolina | | | | | | [removed: 50] [added: 54] | | | | | | Vermont | | | | | | [removed: 8] [added: 9] | | |

| Mississippi | | | | | | [removed: 47] [added: 50] | | | | | | Wyoming | | | | | | 8 | | |

| Arkansas | | | | | | [removed: 38] [added: 39] | | | | | | Delaware | | | | | | 6 | | |

| New Mexico | | | | | | [removed: 29] [added: 30] | | | | | | Nevada | | | | | | 6 | | |

| West Virginia | | | | | | [removed: 28] [added: 30] | | | | | | Rhode Island | | | | | | [removed: 5] [added: 4] | | |

| Kansas | | | | | | 27 | | | | | | [removed: Hawaii] | | | | | | [removed: 2] | | |

| [removed: New Jersey] [added: Texas] | | | | | | [removed: 26] [added: 235] | | | | | | [added: New Jersey] | | | | | | [added: 27] | | |

[removed: On December 7, 2020,] [added: In addition, on January 26, 2022,] the Company announced plans to build a new distribution center in [removed: Navarre, Ohio.][added: Maumelle, Arkansas.]

[removed: The] [added: This] new distribution center is expected to be approximately [removed: 895,000] [added: 900,000] square feet.

Construction is planned to begin in [removed: fiscal 2021] [added: the middle of 2022] and is currently anticipated to be [removed: complete by the end of fiscal 2022.][added: completed in late 2023.]

| North Carolina | | | | | | 113 | | | | | | Maryland | | | | | | 25 | | |

| Pennsylvania | | | | | | 102 | | | | | | Washington | | | | | | 25 | | |

| Tennessee | | | | | | 102 | | | | | | Illinois | | | | | | 24 | | |

| Georgia | | | | | | 101 | | | | | | Massachusetts | | | | | | 24 | | |

| Michigan | | | | | | 97 | | | | | | Maine | | | | | | 23 | | |

| Ohio | | | | | | 97 | | | | | | Colorado | | | | | | 22 | | |

| New York | | | | | | 96 | | | | | | Connecticut | | | | | | 20 | | |

| Virginia | | | | | | 71 | | | | | | Minnesota | | | | | | 14 | | |

| Arizona | | | | | | 35 | | | | | | Idaho | | | | | | 6 | | |

| Missouri | | | | | | 32 | | | | | | Montana | | | | | | 6 | | |

| Wisconsin | | | | | | 29 | | | | | | Hawaii | | | | | | 2 | | |

| | | | | | | | | | | | | | | | | | | 2,181 | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

The Company is building a new distribution center in Navarre, Ohio, which is expected to be approximately 900,000 square feet and is currently anticipated to be completed in the fall of fiscal 2022.

We also use third-party operated import centers, mixing centers and pop-up distribution facilities which provide additional distribution capacity.

| Texas | | | | | | 227 | | | | | | Wisconsin | | | | | | 26 | | |

| North Carolina | | | | | | 103 | | | | | | Washington | | | | | | 25 | | |

| Pennsylvania | | | | | | 98 | | | | | | Illinois | | | | | | 24 | | |

| Tennessee | | | | | | 98 | | | | | | Maine | | | | | | 23 | | |

| Georgia | | | | | | 96 | | | | | | Maryland | | | | | | 23 | | |

| Ohio | | | | | | 96 | | | | | | Massachusetts | | | | | | 23 | | |

| Michigan | | | | | | 95 | | | | | | Colorado | | | | | | 22 | | |

| Florida | | | | | | 86 | | | | | | Connecticut | | | | | | 20 | | |

| Alabama | | | | | | 67 | | | | | | Minnesota | | | | | | 14 | | |

| Arizona | | | | | | 35 | | | | | | Montana | | | | | | 6 | | |

| Missouri | | | | | | 31 | | | | | | Idaho | | | | | | 6 | | |

| | | | | | | | | | | | | | | | | | | 2,105 | | |

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

As of January [removed: 23, 2021,] [added: 22, 2022,] the number of record holders of our common stock was [removed: 665] [added: 725] (excluding individual participants in nominee security position [removed: listings), and the estimated number of beneficial holders of our common stock was approximately 300,000.][added: listings).]

We paid cash dividends totaling [removed: $174.7] [added: $239.0] million and [removed: $162.7] [added: $174.7] million in fiscal [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

In fiscal [removed: 2020,] [added: 2021,] we declared and paid cash dividends to stockholders of [removed: $1.50] [added: $2.08] per common share outstanding as compared to [removed: $1.36] [added: $1.50] per common share outstanding in fiscal [removed: 2019.][added: 2020.]

These payments reflect an increase in the quarterly dividend [added: to $0.52] in the [removed: third] [added: first] quarter of fiscal [removed: 2020 to $0.40 per share] [added: 2021] from [removed: $0.35] [added: $0.40] per share and an increase in the [removed: quarterly dividend in the second] [added: third] quarter of fiscal [removed: 2019] [added: 2020 to $0.40 per share] from [removed: $0.31] [added: $0.35] per share.

On January [removed: 27, 2021,] [added: 26, 2022,] the Company’s Board of Directors declared a quarterly cash dividend of [removed: $0.52] [added: $0.92] per share of the Company’s outstanding common stock.

The dividend will be paid on March [removed: 9, 2021,] [added: 8, 2022,] to stockholders of record as of the close of business on February [removed: 22, 2021.][added: 21, 2022.]

It is the present intention of the Company’s Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment [added: amount] of future dividends will be determined by the Company’s Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company, along with any other factors which the Company’s Board of Directors deem relevant.

The authorization amount of the program, which has been increased from time to time, is currently authorized for up to [removed: $4.5] [added: $6.5] billion, exclusive of any fees, commissions or other expenses related to such repurchases.

As of December [removed: 26, 2020,] [added: 25, 2021, prior to] the [added: expanded $2.0 billion repurchase authorization, the] Company had remaining authorization under the share repurchase program of [removed: $1.14 billion,] [added: $345.0 million,] exclusive of any fees, commissions or other expenses.

Stock purchase activity during fiscal [removed: 2020] [added: 2021] is set forth in the table below:

(a) The total number of shares purchased and average price paid per share include shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements of [removed: 57,053] [added: 80,994] during the first quarter, [removed: 22,102] [added: 8,279] during the second quarter, [removed: 2,305] [added: 5,599] during the third quarter, and [removed: 486] [added: 1,124] during the fourth quarter.

The following graph compares the cumulative total stockholder return on our common stock from December [removed: 26, 2015] [added: 31, 2016] to December [removed: 26, 2020] [added: 25, 2021] (the Company’s fiscal year-end), with the cumulative total returns of the S&P 500 Index and the S&P Retail Index over the same period.

The comparison assumes that $100 was invested on December [removed: 26, 2015,] [added: 31, 2016,] in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.

[removed: ][added: ]

| | | | | | | [removed: 12/26/2015] [added: 12/31/2016] | | | | | | [removed: 12/31/2016] [added: 12/30/2017] | | | | | | [removed: 12/30/2017] [added: 12/29/2018] | | | | | | [removed: 12/29/2018] [added: 12/28/2019] | | | | | | [removed: 12/28/2019] [added: 12/26/2020] | | | | | | [removed: 12/26/2020] [added: 12/25/2021] | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

The currently authorized amount reflects a $2.0 billion increase to the existing share repurchase program which was approved by the Company's Board of Directors on January 26, 2022.

| First Quarter (a) | | | | | | 1,681,348 | | | | | | $ | 157.89 | | | | | 1,600,354 | | | | | | $ | 890,467,715 | |

| Second Quarter (a) | | | | | | 1,126,487 | | | | | | $ | 181.83 | | | | | 1,118,208 | | | | | | $ | 687,175,560 | |

| Third Quarter (a) | | | | | | 748,943 | | | | | | $ | 190.01 | | | | | 743,344 | | | | | | $ | 545,926,155 | |

| 9/26/21 - 10/23/21 | | | | | | 160,205 | | | | | | $ | 200.65 | | | | | 160,000 | | | | | | $ | 513,824,218 | |

| 10/24/21 - 11/20/21 | | | | | | 165,433 | | | | | | $ | 223.01 | | | | | 164,569 | | | | | | $ | 477,120,646 | |

| 11/21/21 - 12/25/21 | | | | | | 577,384 | | | | | | $ | 228.83 | | | | | 577,329 | | | | | | $ | 345,018,590 | |

| | | | | | | 903,022 | | | | | | $ | 222.76 | | | | | 901,898 | | | | | | $ | 345,018,590 | |

| As of and for the year ended December 25, 2021 | | | | | | 4,459,800 | | | | | | $ | 182.47 | | | | | 4,363,804 | | | | | | $ | 345,018,590 | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 100.32 | | | | | $ | 113.40 | | | | | $ | 127.52 | | | | | $ | 205.47 | | | | | $ | 322.80 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 115.49 | | | | | $ | 153.58 | | | | | $ | 178.76 | | | | | $ | 231.39 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 130.40 | | | | | $ | 146.11 | | | | | $ | 188.70 | | | | | $ | 270.43 | | | | | $ | 326.24 | |

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

| First Quarter (a) | | | | | | 2,909,572 | | | | | | $ | 92.33 | | | | | 2,852,519 | | | | | | $ | 1,223,586,890 | |

| Second Quarter (a) | | | | | | 22,102 | | | | | | 89.74 | | | | | | — | | | | | | 1,223,586,890 | | |

| Third Quarter (a) | | | | | | 2,305 | | | | | | 147.94 | | | | | | — | | | | | | 1,223,586,890 | | |

| 9/27/20 - 10/24/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,223,586,890 | | |

| 10/25/20 - 11/21/20 | | | | | | 205,486 | | | | | | 131.21 | | | | | | 205,000 | | | | | | 1,196,695,377 | | |

| 11/22/20 - 12/26/20 | | | | | | 381,683 | | | | | | 138.45 | | | | | | 381,683 | | | | | | 1,143,856,948 | | |

| | | | | | | 587,169 | | | | | | 135.91 | | | | | | 586,683 | | | | | | 1,143,856,948 | | |

| As of and for the year ended December 26, 2020 | | | | | | 3,521,148 | | | | | | $ | 99.61 | | | | | 3,439,202 | | | | | | $ | 1,143,856,948 | |

| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 89.51 | | | | | $ | 89.80 | | | | | $ | 101.50 | | | | | $ | 114.14 | | | | | $ | 183.91 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 111.07 | | | | | $ | 135.32 | | | | | $ | 128.28 | | | | | $ | 170.57 | | | | | $ | 198.54 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 105.93 | | | | | $ | 138.13 | | | | | $ | 154.77 | | | | | $ | 199.89 | | | | | $ | 286.46 | |

The selected financial data previously required by Item 301 of Regulation S-K has been omitted in accordance with the amendments to Regulation S-K.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

FIVE YEAR SELECTED FINANCIAL AND OPERATING HIGHLIGHTS (a)(b)

The following selected financial data is derived from the Consolidated Financial Statements of Tractor Supply Company and provides summary historical financial information for the fiscal periods ended and as of the dates indicated (in thousands, except per share amounts and selected operating and other data):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | |

| | | | (52 weeks) | | | | | | (52 weeks) | | | | | | (52 weeks) | | | | | | (52 weeks) | | | | | | (53 weeks) | | | | | | | | |

| Operating Results: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 10,620,352 | | | | | $ | 8,351,931 | | | | | $ | 7,911,046 | | | | | $ | 7,256,382 | | | | | $ | 6,779,579 | | | | | | | |

| Gross profit | | | 3,761,549 | | | | | | 2,871,770 | | | | | | 2,702,528 | | | | | | 2,491,965 | | | | | | 2,325,202 | | | | | | | | |

| Selling, general and administrative expenses | | | 2,478,524 | | | | | | 1,932,572 | | | | | | 1,823,440 | | | | | | 1,639,749 | | | | | | 1,488,164 | | | | | | | | |

| Depreciation and amortization | | | 217,124 | | | | | | 195,978 | | | | | | 177,351 | | | | | | 165,834 | | | | | | 142,958 | | | | | | | | |

| Impairment of goodwill and other intangible assets | | | 68,973 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| Operating income | | | 996,928 | | | | | | 743,220 | | | | | | 701,737 | | | | | | 686,382 | | | | | | 694,080 | | | | | | | | |

| Interest expense, net | | | 28,781 | | | | | | 19,843 | | | | | | 18,352 | | | | | | 13,859 | | | | | | 5,810 | | | | | | | | |

| Income before income taxes | | | 968,147 | | | | | | 723,377 | | | | | | 683,385 | | | | | | 672,523 | | | | | | 688,270 | | | | | | | | |

| Income tax expense | | | 219,189 | | | | | | 161,023 | | | | | | 151,028 | | | | | | 249,924 | | | | | | 251,150 | | | | | | | | |

| Net income | | | $ | 748,958 | | | | | $ | 562,354 | | | | | $ | 532,357 | | | | | $ | 422,599 | | | | | $ | 437,120 | | | | | | | |

| Net income per share – basic (c) | | | $ | 6.44 | | | | | $ | 4.70 | | | | | $ | 4.34 | | | | | $ | 3.31 | | | | | $ | 3.29 | | | | | | | |

| Net income per share – diluted (c) | | | $ | 6.38 | | | | | $ | 4.66 | | | | | $ | 4.31 | | | | | $ | 3.30 | | | | | $ | 3.27 | | | | | | | |

| Weighted average shares – diluted (c) | | | 117,436 | | | | | | 120,743 | | | | | | 123,471 | | | | | | 128,204 | | | | | | 133,813 | | | | | | | | |

| Dividends declared per common share outstanding | | | $ | 1.50 | | | | | $ | 1.36 | | | | | $ | 1.20 | | | | | $ | 1.05 | | | | | $ | 0.92 | | | | | | | |

| Operating Data (percent of net sales): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross margin | | | 35.4 | | % | | | | 34.4 | | % | | | | 34.2 | | % | | | | 34.3 | | % | | | | 34.3 | | % | | | | | | |

| Selling, general and administrative expenses | | | 23.3 | | % | | | | 23.1 | | % | | | | 23.0 | | % | | | | 22.6 | | % | | | | 22.0 | | % | | | | | | |

| Operating income | | | 9.4 | | % | | | | 8.9 | | % | | | | 8.9 | | % | | | | 9.4 | | % | | | | 10.2 | | % | | | | | | |

| Net income | | | 7.1 | | % | | | | 6.7 | | % | | | | 6.7 | | % | | | | 5.8 | | % | | | | 6.4 | | % | | | | | | |

| Store, Sales, and Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stores open at end of year | | | 2,105 | | | | | | 2,024 | | | | | | 1,940 | | | | | | 1,853 | | | | | | 1,738 | | | | | | | | |

| Comparable store sales increase (d) | | | 23.1 | | % | | | | 2.7 | | % | | | | 5.1 | | % | | | | 2.7 | | % | | | | 1.6 | | % | | | | | | |

| New store sales (as a % of net sales) (e) | | | 3.3 | | % | | | | 2.8 | | % | | | | 3.8 | | % | | | | 5.6 | | % | | | | 5.6 | | % | | | | | | |

| Average transaction value | | | $ | 51.90 | | | | | $ | 46.89 | | | | | $ | 45.85 | | | | | $ | 44.61 | | | | | $ | 44.42 | | | | | | | |

| Comparable store average transaction value increase (decrease) (c) | | | 12.2 | | % | | | | 2.4 | | % | | | | 2.8 | | % | | | | 0.5 | | % | | | | (0.9) | | % | | | | | | |

| Comparable store average transaction count increase (d) | | | 10.9 | | % | | | | 0.3 | | % | | | | 2.2 | | % | | | | 2.2 | | % | | | | 2.6 | | % | | | | | | |

| Total selling square footage (000’s) | | | 32,139 | | | | | | 30,854 | | | | | | 29,571 | | | | | | 28,180 | | | | | | 26,511 | | | | | | | | |

| Total team members | | | 42,500 | | | | | | 33,500 | | | | | | 30,500 | | | | | | 29,300 | | | | | | 26,000 | | | | | | | | |

| Capital expenditures (000’s) | | | $ | 294,002 | | | | | $ | 217,450 | | | | | $ | 278,530 | | | | | $ | 250,401 | | | | | $ | 226,017 | | | | | | | |

| Balance Sheet Data (at end of period): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average inventory per store (f) | | | $ | 793.7 | | | | | $ | 751.3 | | | | | $ | 766.8 | | | | | $ | 735.4 | | | | | $ | 741.7 | | | | | | | |

| Inventory turns | | | 3.92 | | | | | | 3.23 | | | | | | 3.27 | | | | | | 3.24 | | | | | | 3.19 | | | | | | | | |

| Working capital | | | $ | 1,514,887 | | | | | $ | 540,287 | | | | | $ | 856,292 | | | | | $ | 806,154 | | | | | $ | 740,615 | | | | | | | |

| [Management's Report on Internal Control over Financial [removed: Reporting](#i137f04c25e1e4da3b6d1f469d06f3319_76)] [added: Reporting](#ia0680a7a640346e7afc1f53a5745d231_76)] | | | [removed: [47](#i137f04c25e1e4da3b6d1f469d06f3319_76)] [added: [45](#ia0680a7a640346e7afc1f53a5745d231_76)] | | |

| [Reports [removed: of Independent] [added: of](#ia0680a7a640346e7afc1f53a5745d231_79) Ernst & Young LLP[,](#ia0680a7a640346e7afc1f53a5745d231_79) [Independent] Registered Public Accounting [removed: Firm](#i137f04c25e1e4da3b6d1f469d06f3319_79)] [added: Firm (PCAOB ID:](#ia0680a7a640346e7afc1f53a5745d231_79) 42[)](#ia0680a7a640346e7afc1f53a5745d231_79)] | | | [removed: [48](#i137f04c25e1e4da3b6d1f469d06f3319_79)] [added: [46](#ia0680a7a640346e7afc1f53a5745d231_79)] | | |

| [Consolidated Statements of Income for the fiscal years ended December [added: 2](#ia0680a7a640346e7afc1f53a5745d231_85)[5](#ia0680a7a640346e7afc1f53a5745d231_85)[, 202](#ia0680a7a640346e7afc1f53a5745d231_85)[1](#ia0680a7a640346e7afc1f53a5745d231_85)[,](#ia0680a7a640346e7afc1f53a5745d231_85) [December] 26, [removed: 2020, December] [added: 2020](#ia0680a7a640346e7afc1f53a5745d231_85)[, and](#ia0680a7a640346e7afc1f53a5745d231_85) [December] 28, [removed: 2019, and December 29, 2018](#i137f04c25e1e4da3b6d1f469d06f3319_85)] [added: 2019](#ia0680a7a640346e7afc1f53a5745d231_85)] | | | [removed: [51](#i137f04c25e1e4da3b6d1f469d06f3319_85)] [added: [49](#ia0680a7a640346e7afc1f53a5745d231_85)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended December [removed: 26, 2020,] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_88)[5](#ia0680a7a640346e7afc1f53a5745d231_88)[, 202](#ia0680a7a640346e7afc1f53a5745d231_88)[1](#ia0680a7a640346e7afc1f53a5745d231_88)[,] December [removed: 28, 2019,] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_88)[6](#ia0680a7a640346e7afc1f53a5745d231_88)[, 20](#ia0680a7a640346e7afc1f53a5745d231_88)[20](#ia0680a7a640346e7afc1f53a5745d231_88)[,] and December [removed: 29, 2018](#i137f04c25e1e4da3b6d1f469d06f3319_88)] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_88)[8](#ia0680a7a640346e7afc1f53a5745d231_88)[, 201](#ia0680a7a640346e7afc1f53a5745d231_88)[9](#ia0680a7a640346e7afc1f53a5745d231_88)] | | | [removed: [52](#i137f04c25e1e4da3b6d1f469d06f3319_88)] [added: [50](#ia0680a7a640346e7afc1f53a5745d231_88)] | | |

| [Consolidated Balance Sheets as of December [removed: 26, 2020 and] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_91)[5](#ia0680a7a640346e7afc1f53a5745d231_91)[, 202](#ia0680a7a640346e7afc1f53a5745d231_91)[1](#ia0680a7a640346e7afc1f53a5745d231_91) [and] December [removed: 28, 2019](#i137f04c25e1e4da3b6d1f469d06f3319_91)] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_91)[6](#ia0680a7a640346e7afc1f53a5745d231_91)[, 20](#ia0680a7a640346e7afc1f53a5745d231_91)[2](#ia0680a7a640346e7afc1f53a5745d231_91)[0](#ia0680a7a640346e7afc1f53a5745d231_91)] | | | [removed: [53](#i137f04c25e1e4da3b6d1f469d06f3319_91)] [added: [51](#ia0680a7a640346e7afc1f53a5745d231_91)] | | |

| [Consolidated Statements of Stockholders’ Equity for the fiscal years ended December [removed: 26, 2020,] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_94)[5](#ia0680a7a640346e7afc1f53a5745d231_94)[, 202](#ia0680a7a640346e7afc1f53a5745d231_94)[1](#ia0680a7a640346e7afc1f53a5745d231_94)[,] December [removed: 28, 2019,] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_94)[6](#ia0680a7a640346e7afc1f53a5745d231_94)[, 20](#ia0680a7a640346e7afc1f53a5745d231_94)[20](#ia0680a7a640346e7afc1f53a5745d231_94)[,] and December [removed: 29, 2018](#i137f04c25e1e4da3b6d1f469d06f3319_97)] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_94)[8](#ia0680a7a640346e7afc1f53a5745d231_94)[, 201](#ia0680a7a640346e7afc1f53a5745d231_94)[9](#ia0680a7a640346e7afc1f53a5745d231_94)] | | | [removed: [54](#i137f04c25e1e4da3b6d1f469d06f3319_97)] [added: [52](#ia0680a7a640346e7afc1f53a5745d231_94)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended December [removed: 26, 2020,] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_97)[5](#ia0680a7a640346e7afc1f53a5745d231_97)[, 202](#ia0680a7a640346e7afc1f53a5745d231_97)[1](#ia0680a7a640346e7afc1f53a5745d231_97)[,] December [removed: 28, 2019,] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_97)[6](#ia0680a7a640346e7afc1f53a5745d231_97)[, 20](#ia0680a7a640346e7afc1f53a5745d231_97)[20](#ia0680a7a640346e7afc1f53a5745d231_97)[,] and December [removed: 29, 2018](#i137f04c25e1e4da3b6d1f469d06f3319_100)] [added: 2](#ia0680a7a640346e7afc1f53a5745d231_97)[8](#ia0680a7a640346e7afc1f53a5745d231_97)[, 201](#ia0680a7a640346e7afc1f53a5745d231_97)[9](#ia0680a7a640346e7afc1f53a5745d231_97)] | | | [removed: [55](#i137f04c25e1e4da3b6d1f469d06f3319_100)] [added: [53](#ia0680a7a640346e7afc1f53a5745d231_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i137f04c25e1e4da3b6d1f469d06f3319_103)] [added: Statements](#ia0680a7a640346e7afc1f53a5745d231_100)] | | | [removed: [56](#i137f04c25e1e4da3b6d1f469d06f3319_103)] [added: [54](#ia0680a7a640346e7afc1f53a5745d231_100)] | | |

[removed: Our management] [added: Management] is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended).

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 26, 2020.][added: 25, 2021.]

Based on this assessment, management believes that, as of December [removed: 26, 2020,] [added: 25, 2021,] the Company’s internal control over financial reporting is effective based on those criteria.

| [removed: February 18, 2021] [added: January 27, 2021] | | | | | | [added: $0.52] | | | | | | [removed: February 18, 2021] [added: February 22, 2021] | | | [added: | | | March 9, 2021 | | |]

We have audited Tractor Supply Company’s internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Tractor Supply Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheets of Tractor Supply Company as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] and the related Consolidated Statements of Income, Comprehensive Income, Stockholders’ Equity, and Cash Flows for each of the three fiscal years in the period ended December [removed: 26, 2020,] [added: 25, 2021,] and the related notes and our report dated February [removed: 18, 2021,] [added: 17, 2022,] expressed an unqualified opinion thereon.

We have audited the accompanying Consolidated Balance Sheets of Tractor Supply Company (the Company) as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] the related Consolidated Statements of Income, Comprehensive Income, Stockholders’ Equity and Cash Flows for each of the three fiscal years in the period ended December [removed: 26, 2020,] [added: 25, 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended December [removed: 26, 2020,] [added: 25, 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 18, 2021,] [added: 17, 2022,] expressed an unqualified opinion thereon.

Such procedures [removed: include] [added: included] examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| | | | Estimate of Workers' Compensation [removed: and General Liability] Self-Insurance Reserves | | |

| *Description of the Matter* | | | At December [removed: 26, 2020,] [added: 25, 2021,] the Company’s [removed: net reserves] [added: reserve] for workers’ compensation [removed: and general liability] self-insurance risks [removed: were $75.5] [added: was $67.1] million. As discussed in Note 1 of the consolidated financial statements, the Company retains a significant portion of risk for its workers’ compensation [removed: and general liability] exposures. Accordingly, provisions are recorded based upon periodic estimates of such losses, as determined by management. The future claim costs for [removed: the] workers’ compensation [removed: and general liability] exposures are estimated using actuarial methods that consider assumptions for a number of factors including, but not limited to, historical claims experience, loss development factors, and severity factors. | | |

| | | | Auditing management’s estimate of the recorded workers’ compensation [removed: and general liability] self-insurance reserves was complex and judgmental due to the significant assumptions and judgments required by management [removed: in projecting] [added: to project] the exposure on incurred claims that remain unresolved, including those which have not yet been reported to the Company. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for [added: worker’ compensation] self-insurance exposures. For example, we tested controls over the appropriateness of management’s review of the significant assumptions described above, including the completeness and accuracy of the underlying data, as well as management’s review of the actuarial calculations. | | |

| | | | To test the Company’s estimate of the [added: workers’ compensation] self-insurance reserves, we performed audit procedures that included, among others, assessing the [added: appropriateness of the] actuarial valuation methodologies utilized by [removed: management, testing] [added: management and] the significant assumptions [removed: described above,] [added: within,] testing the related underlying data used by the Company in its evaluation for completeness and accuracy, and testing the mathematical accuracy of the calculations. Our audit procedures also included, among others, comparing the significant assumptions used by management to industry accepted actuarial assumptions and reassessing the accuracy of management’s historical estimates utilized in prior period evaluations. We involved our actuarial valuation specialists to assist in assessing the valuation methodologies and significant assumptions noted above and to develop an independent range of estimates for the [removed: insurance] [added: workers’ compensation self-insurance] reserves which were then compared to management’s estimates. | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net sales | | | $ | [removed: 10,620,352] [added: 12,731,105] | | | | | $ | [removed: 8,351,931] [added: 10,620,352] | | | | | $ | [removed: 7,911,046] [added: 8,351,931] | |

| Cost of merchandise sold | | | [removed: 6,858,803] [added: 8,253,952] | | | | | | [removed: 5,480,161] [added: 6,858,803] | | | | | | [removed: 5,208,518] [added: 5,480,161] | | |

| Gross profit | | | [removed: 3,761,549] [added: 4,477,153] | | | | | | [removed: 2,871,770] [added: 3,761,549] | | | | | | [removed: 2,702,528] [added: 2,871,770] | | |

| Selling, general and administrative expenses | | | [removed: 2,478,524] [added: 2,900,297] | | | | | | [removed: 1,932,572] [added: 2,478,524] | | | | | | [removed: 1,823,440] [added: 1,932,572] | | |

| Depreciation and amortization | | | [removed: 217,124] [added: 270,158] | | | | | | [removed: 195,978] [added: 217,124] | | | | | | [removed: 177,351] [added: 195,978] | | |

| Impairment of goodwill and other intangible assets | | | [removed: 68,973] [added: —] | | | | | | [removed: —] [added: 68,973] | | | | | | — | | |

| Operating income | | | [removed: 996,928] [added: 1,306,698] | | | | | | [removed: 743,220] [added: 996,928] | | | | | | [removed: 701,737] [added: 743,220] | | |

| Interest expense, net | | | [removed: 28,781] [added: 26,610] | | | | | | [removed: 19,843] [added: 28,781] | | | | | | [removed: 18,352] [added: 19,843] | | |

| Income before income taxes | | | [removed: 968,147] [added: 1,280,088] | | | | | | [removed: 723,377] [added: 968,147] | | | | | | [removed: 683,385] [added: 723,377] | | |

| Income tax expense | | | [removed: 219,189] [added: 282,974] | | | | | | [removed: 161,023] [added: 219,189] | | | | | | [removed: 151,028] [added: 161,023] | | |

| Net income | | | $ | [removed: 748,958] [added: 997,114] | | | | | $ | [removed: 562,354] [added: 748,958] | | | | | $ | [removed: 532,357] [added: 562,354] | |

| Net income per share – basic | | | $ | [removed: 6.44] [added: 8.69] | | | | | $ | [removed: 4.70] [added: 6.44] | | | | | $ | [removed: 4.34] [added: 4.70] | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| February 17, 2022 | | | | | | | | | | | | February 17, 2022 | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

February 17, 2022

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

February 17, 2022

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Cash and cash equivalents | | | 878,030 | | | | | | 1,341,756 | | |

| Income taxes receivable | | | 17,100 | | | | | | — | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Reclassification of stranded tax effects as a result of ASU 2018-02 adoption | | | | | | | | | | | | | | | | | | | | | | | | | | | 717 | | | | | | (717) | | | | | | — | | |

| Repurchase of common stock | | | (4,364) | | | | | | | | | | | | | | | | | | (798,893) | | | | | | | | | | | | | | | | | | (798,893) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 997,114 | | | | | | 997,114 | | |

| Stockholders' equity at December 25, 2021 | | | 113,125 | | | | | | $ | 1,411 | | | | | $ | 1,210,512 | | | | | $ | (4,155,846) | | | | | $ | 1,345 | | | | | $ | 4,945,243 | | | | | $ | 2,002,665 | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Net income | | | $ | 997,114 | | | | | $ | 748,958 | | | | | $ | 562,354 | |

| Depreciation and amortization | | | 270,158 | | | | | | 217,124 | | | | | | 195,978 | | |

| Impairment of goodwill and other intangible assets | | | — | | | | | | 68,973 | | | | | | — | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC").

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

Insurance reserves for general liability plans was $41.3 million at December 25, 2021 compared to $31.7 million at December 26, 2020.

In addition, insurance receivables recorded in Other assets on the Consolidated Balance Sheets for claims greater than our insurance stop-loss limits were $14.9 million and $11.2 million as of December 25, 2021 and December 26, 2020.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

Performance-based restricted share units are subject to performance conditions that include both Company and market performance.

The fair value of the Company's performance-based restricted share units is estimated using a Monte Carlo simulation model on the grant date.

Key assumptions used in the Monte Carlo simulation include expected volatility, dividend yield and risk-free interest rate.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

The fair value of the interest rate swaps, excluding accrued interest, was a net asset of $1.8 million and net liability $4.4 million as of December 25, 2021 and December 26, 2020, respectively.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Navarre, Ohio Distribution Center | | | | | | 30 years | | | | | | $90.0 | | | | | | $— | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

through December 31, 2022.

The primary contract and hedging relationship for which LIBOR is used is our November 2020 Term Loan (as defined below) and related interest rate swap.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 18, 2021

| | | | Valuation of Goodwill | | |

| *Description of the Matter* | | | At December 26, 2020, the Company had $22.2 million in goodwill, subsequent to an impairment charge of $60.8 million, related to the Petsense reporting unit. As discussed in Note 1 and Note 3 of the consolidated financial statements, goodwill is qualitatively or quantitatively tested for impairment at the reporting unit level at least annually, during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The quantitative evaluation involves the comparison of the carrying value of the reporting unit to its fair value, as determined by management. | | |

| | | | Auditing management’s annual goodwill impairment analysis was complex due to the significant estimation required by management in determining the fair value of a reporting unit. In particular, the fair value estimates are sensitive to significant assumptions such as projected financial information (revenue growth rates, profit margins, tax rates, and capital expenditures) and the discount rate, which are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above, as well as the review of the fair value methodologies utilized. For example, we tested controls over management’s identification of reporting units and review of significant assumptions utilized within the fair value model, including the development of the projected financial information and determination of the discount rate. | | |

| | | | To test the estimated fair value of the Petsense reporting unit, we performed audit procedures that included, among others, involvement of our valuation specialists to assess fair value methodologies, including the significant assumptions discussed above. Specifically, we compared significant assumptions used by management to current industry and economic trends and changes to the Company’s business model. As part of this assessment, we also compared the discount rate to rates for hypothetical market participants based on the capital structure of the Company and its related peer group. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of a reporting unit that would result from changes in the assumptions, as well as corroborated the estimated fair value by comparing it with peer company trading and transaction multiples. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. | | |

| | | | | | | | | | | | | | | | | | |

| Preferred stock | | | — | | | | | | — | | |

| Stockholders' equity at December 30, 2017 | | | 125,303 | | | | | | $ | 1,363 | | | | | $ | 716,228 | | | | | $ | (2,130,901) | | | | | $ | 3,358 | | | | | $ | 2,828,625 | | | | | $ | 1,418,673 | |

| Repurchase of common stock | | | (4,987) | | | | | | | | | | | | | | | | | | (349,776) | | | | | | | | | | | | | | | | | | (349,776) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 532,357 | | | | | | 532,357 | | |

| Cumulative adjustment as a result of ASU 2017-12 adoption | | | | | | | | | | | | | | | | | | | | | | | | | | | 717 | | | | | | (717) | | | | | | — | | |

| Deferred income taxes | | | (31,739) | | | | | | 6,760 | | | | | | 11,887 | | |

| Cash and cash equivalents at beginning of year | | | 84,241 | | | | | | 86,299 | | | | | | 109,148 | | |

In the first quarter of fiscal 2019, the Company adopted new lease accounting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases.

Adoption of the new lease accounting guidance had a material impact to our Consolidated Balance Sheets and related disclosures and resulted in the recording of additional right-of-use assets and lease liabilities of approximately $2.08 billion as of the date of adoption.

This guidance was applied using the optional transition method which allowed the Company to not recast comparative financial information but rather recognize a cumulative-effect adjustment to retained earnings as of the effective date in the period of adoption.

No adjustment to retained earnings was made as a result of the adoption of this guidance.

The standard did not materially impact our Consolidated Statements of Income, Comprehensive Income, Stockholders’ Equity, or Cash Flows.

In the first quarter of fiscal 2019, the Company adopted Accounting Standards Update 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” using the modified retrospective transition method.

This method allows for a cumulative effect adjustment to retained earnings, as of the effective date in the period of adoption, for previously recorded amounts of hedge ineffectiveness.

Upon adoption of the guidance, we recognized a cumulative-effect adjustment of $0.7 million from retained earnings to accumulated other comprehensive income.

While the Company continued to operate as an essential retailer during fiscal 2020, the COVID-19 pandemic had a direct impact on its ability to complete all originally planned store physical inventories.

The plan was complicated by state and local mandates such as shelter at home restrictions and social distancing requirements.

The decision to revise the Company’s inventory schedule was based on these mandates as well as consideration of the health and safety of team members, customers and vendor partners which are crucial to the Company’s business operations.

Freight

The Company incurs various types of transportation and delivery costs in connection with inventory purchases and distribution.

Such costs are included as a component of the overall cost of inventories (on an aggregate basis) and recognized as a component of cost of merchandise sold as the related inventory is sold.

discount rate that reflects the risk inherent in estimated future cash flows.

and $83.4 million for fiscal 2020, 2019, and 2018, respectively.

All credit

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Outstanding at December 28, 2019 | | | | | | 2,817,519 | | | | | | $ | 75.34 | | | | | | | | | | | 6.8 | | | | | | $ | 47,834 | |

| Granted | | | | | | 443,967 | | | | | | 94.62 | | | | | | $ | 19.97 | | | | | | | | | | | | | |

| Exercised | | | | | | (1,269,533) | | | | | | 74.17 | | | | | | | | | | | | | | | | | | | | |

We carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) as of December [removed: 26, 2020.][added: 25, 2021.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December [removed: 26, 2020,] [added: 25, 2021,] our disclosure controls and procedures were effective.

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

The information set forth under the captions “Item 1: Election of Directors,” “Board Meetings and Committees,” and [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 6, 2021,] [added: 11, 2022,] is incorporated herein by reference.

The information set forth under the captions “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation of Directors,” and “Executive Compensation” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 6, 2021,] [added: 11, 2022,] is incorporated herein by reference.

The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 6, 2021,] [added: 11, 2022,] is incorporated herein by reference.

Following is a summary of our equity compensation plans as of December [removed: 26, 2020,] [added: 25, 2021,] under which equity securities are authorized for issuance, aggregated as follows:

| Employee Stock Purchase Plan | | | | | | — | | | | | | — | | | | | | [removed: 11,807,992] [added: 11,759,546] | | |

(a) Includes [removed: 1,932,410] [added: 1,168,311] outstanding stock options, [removed: 558,711] [added: 480,717] unvested restricted stock units and [removed: 36,934] [added: 42,702] restricted stock units which have vested but the receipt of which have been deferred by the recipient, and [removed: 143,268] [added: 187,018] unvested performance-based restricted share units.

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Stock Incentive Plans | | | | | | $ | 1,878,748 | | (a) | | | $ | 95.85 | | (b) | | | 9,851,807 | | |

| Total | | | | | | 1,878,748 | | | | | | $ | 95.85 | | | | | 21,611,353 | | |

| Stock Incentive Plans | | | | | | 2,671,323 | | | (a) | | | $ | 80.44 | | (b) | | | 10,637,072 | | |

| Total | | | | | | 2,671,323 | | | | | | $ | 80.44 | | | | | 22,445,064 | | |

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

The information set forth under the captions “Corporate Governance – Director Independence and Board Operations” and “Related Party Transactions” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 6, 2021,] [added: 11, 2022,] is incorporated herein by reference.

The information set forth under the caption “Item 2 – Ratification of Reappointment of Independent Registered Public Accounting Firm” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 6, 2021,] [added: 11, 2022,] is incorporated herein by reference.

See Consolidated Financial Statements under Item 8 on pages [removed: 46] [added: 44] through [removed: 79] [added: 74] of this Form 10-K.

The exhibits listed in the Index to Exhibits, which appears on pages [removed: 83] [added: 78] through [removed: 87] [added: 81] of this Form 10-K, are incorporated herein by reference or filed as part of this Form 10-K.

| Date: | | | February [removed: 18, 2021] [added: 17, 2022] | | | By: | | | /s/ Kurt D. Barton Executive Vice President – Chief Financial Officer and Treasurer | | |

| /s/ Kurt D. Barton Kurt D. Barton | | | Executive Vice President – Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Harry A. Lawton III Harry A. Lawton III | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Cynthia T. Jamison Cynthia T. Jamison | | | Chairman of the Board | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Joy Brown Joy Brown | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Ricardo Cardenas Ricardo Cardenas | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Denise L. Jackson Denise L. Jackson | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Thomas A. Kingsbury Thomas A. Kingsbury | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Ramkumar Krishnan Ramkumar Krishnan | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Edna K. Morris Edna K. Morris | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ Mark J. Weikel Mark J.Weikel | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| 1.1 | | | [Underwriting Agreement, dated October 27, 2020, by and among the Company, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (filed as Exhibit 1.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 28, [removed: 2020, Commission File No. 000-23314, and] [added: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520279209/d29870dex11.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520279209/d29870dex11.htm) | | | | | |

| 3.1 | | | [Restated Certificate of Incorporation, as amended, of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on October 22, [removed: 2020, Commission File No. 000-23314, and] [added: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000184/restatedcertificateofi.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000184/restatedcertificateofi.htm) | | | | | |

| 3.2 | | | [Fifth Amended and Restated By-laws, as amended (filed as Exhibit 3.1 to Registrant’s Quarterly Report on Form [removed: 10](http://www.sec.gov/Archives/edgar/data/916365/000091636520000107/ex31-fifthamendedandre.htm)[\-](http://www.sec.gov/Archives/edgar/data/916365/000091636520000107/ex31-fifthamendedandre.htm)[Q,] [added: 10-Q,] filed with the Commission on May 7, [removed: 2020, Commission File No. 000-23314, and] [added: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000107/ex31-fifthamendedandre.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000107/ex31-fifthamendedandre.htm) | | | | | |

| 4.2 | | | [Form of Subordinate Indenture (filed as Exhibit 4.3 to Registrant’s Registration Statement on Form S-3ASR, Registration No. 333-249595, filed with the Commission on October 22, 2020, and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/916365/000091636520000188/ex43-formofsubordinate.htm)[)](http://www.sec.gov/Archives/edgar/data/916365/000091636520000188/ex43-formofsubordinate.htm)[.](http://www.sec.gov/Archives/edgar/data/916365/000091636520000188/ex43-formofsubordinate.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000188/ex43-formofsubordinate.htm)] | | | | | |

| 4.3 | | | [Indenture, dated as of October 30, 2020, by and between Tractor Supply Company and Regions Bank, as trustee (filed as Exhibit 4.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 30, [removed: 2020, Commission File No. 000-23314, and] [added: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex41.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex41.htm) | | | | | |

| 4.4 | | | [First Supplemental Indenture, dated as of October 30, 2020, by and between Tractor Supply Company and Regions Bank, as trustee (filed as Exhibit 4.2 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 30, [removed: 2020, Commission File No. 000-23314, and] [added: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm) | | | | | |

| 4.5 | | | [Form of 1.750% Note due 2030 (filed as Exhibit 4.3 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 30, [removed: 2020, Commission File No. 000-23314, and] [added: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm) [and] incorporated herein by reference)(included in Exhibit 4.4).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm) | | | | | |

| 4.6* | | | [Description of [removed: the] Registrant's Securities Registered Pursuant to Section 12 of the [removed: Securities] Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/916365/000091636521000052/ex46-descriptionofsecuriti.htm)[.](https://www.sec.gov/Archives/edgar/data/916365/000091636521000052/ex46-descriptionofsecuriti.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex46-descriptionofsecuriti.htm)[.](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex46-descriptionofsecuriti.htm)] | | | | | |

| 10.5 | | | [First Amendment, dated December 22, 2003 to the Tractor Supply Company Restated 401(k) Retirement Savings Plan (filed as Exhibit 10.53 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 8, [removed: 2004, Commission File No. 000-23314, and] [added: 2004,](http://www.sec.gov/Archives/edgar/data/916365/000118811204000294/tex10_53-1784b.txt) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811204000294/tex10_53-1784b.txt) | | | | | |

| 10.6 | | | [Second Amendment to Tractor Supply Company Restated 401(k) Retirement Plan (filed as Exhibit 10.57 to Registrant’s Annual Report on Form 10-K, filed with the Commission on March 23, [removed: 2001, Commission File No. 000-23314, and] [added: 2001,](http://www.sec.gov/Archives/edgar/data/916365/000095014401003865/g67748ex10-57.txt) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095014401003865/g67748ex10-57.txt) | | | | | |

| 10.8 | | | [Tractor Supply Company Executive Deferred Compensation Plan, dated November 11, 2001 (filed as Exhibit 10.58 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 13, [removed: 2002, Commission File No. 000-23314, and] [added: 2002,](http://www.sec.gov/Archives/edgar/data/916365/000095014402005220/g76225ex10-58.txt) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000095014402005220/g76225ex10-58.txt) | | | | | |

| 10.9 | | | [Form of Incentive Stock Option Agreement under the 2006 Stock Incentive Plan (filed as Exhibit 10.39 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 28, [removed: 2007, Commission File No. 000-23314, and] [added: 2007,](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-39.txt) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-39.txt) | | | | | |

| 10.10 | | | [Form of Incentive Stock Option Agreement under the 2006 Stock Incentive Plan (filed as Exhibit 10.45 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 27, [removed: 2008, Commission File No. 000-23314, incorporated] [added: 2008,](http://www.sec.gov/Archives/edgar/data/916365/000136231008001146/c72557exv10w45.htm) [incorporated] herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231008001146/c72557exv10w45.htm) | | | | | |

| 10.11 | | | [Tractor Supply Company 2006 Stock Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 27, [removed: 2006, Commission File No. 000-23314 and] [added: 2006,](http://www.sec.gov/Archives/edgar/data/916365/000129993306002914/exhibit1.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000129993306002914/exhibit1.htm) | | | | | |

| 10.12 | | | [Second Amendment to the Tractor Supply Company 2006 Stock Incentive Plan, effective February 8, 2007 (filed as Exhibit 10.38 to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 28, [removed: 2007, Commission File No. 000-23314, and] [added: 2007,](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-38.txt) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-38.txt) | | | | | |

| 10.13 | | | [Form of Incentive Stock Option Agreement under the 2006 Stock Incentive Plan (filed as Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 25, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000136231009002757/c81596exv10w41.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231009002757/c81596exv10w41.htm) | | | | | |

| 10.14 | | | [Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 99.1 to Registrant’s Current Report on Form 8-K, filed with the Commission on April 14, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095014409003170/g18571exv99w1.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095014409003170/g18571exv99w1.htm) | | | | | |

| 10.15 | | | [Form of Incentive Stock Option Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.44 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w44.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w44.htm) | | | | | |

| 10.16 | | | [Form of Restricted Share Unit Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.45 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w45.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w45.htm) | | | | | |

| 10.17 | | | [Form of Nonqualified Stock Option Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.46 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w46.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w46.htm) | | | | | |

| 10.18 | | | [Form of Director Restricted Stock Unit Award Agreement (filed as Exhibit 10.48 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 2, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w48.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w48.htm) | | | | | |

| 10.19 | | | [Form of Restricted Share Unit Agreement for Officers (filed as Exhibit 10.49 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 2, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w49.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w49.htm) | | | | | |

| 10.20 | | | [Form of Deferred Stock Unit Award Agreement for Directors (filed as Exhibit 10.50 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 2, [removed: 2009, Commission File No. 000-23314, and] [added: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w50.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w50.htm) | | | | | |

| 10.21 | | | [Compensation Recoupment Policy (filed as Exhibit 10.42 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 3, [removed: 2011, Commission File No. 000-23314,] [added: 2011](http://www.sec.gov/Archives/edgar/data/916365/000091636511000030/ex10_42.htm)[,] and incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636511000030/ex10_42.htm) | | | | | |

| [removed: 10.22] [added: 10.42] | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of [removed: October 24, 2011,] [added: November 4, 2020,] by and among Tractor Supply Company, as Borrower, certain [removed: subsidiaries of the Company, certain] lenders and [removed: Bank of America, N.A.,] [added: Wells Fargo Bank, National Association,] as Administrative Agent [added: and Regions Bank, as Syndication Agent,] for the lenders (filed as Exhibit 10.1 [removed: to Registrant’s Current] [added: to](http://www.sec.gov/Archives/edgar/data/916365/000091636520000200/amendedandrestatedcred.htm) [Registrant's](http://www.sec.gov/Archives/edgar/data/916365/000091636520000200/amendedandrestatedcred.htm) [Current] Report on Form 8-K, filed with the Commission on [removed: October 28, 2011, Commission File No. 000-23314, and] [added: November 5, 2020,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000200/amendedandrestatedcred.htm) [and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636511000051/creditagreement.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000200/amendedandrestatedcred.htm)] | | | | | |

| [removed: 10.23] [added: 10.41] | | | [First Amendment to [removed: Credit Agreement] [added: Note Purchase] and [removed: Increase of Revolving Committed Amount] [added: Private Shelf Agreement,] dated [removed: May] [added: October] 16, [removed: 2014,] [added: 2020,] by and among Tractor Supply Company, [removed: as Borrower,] certain subsidiaries of [removed: the] [added: Tractor Supply] Company, [removed: certain lenders] [added: PGIM, Inc.] and [removed: Bank] [added: certain affiliates] of [removed: America, N.A., as Administrative Agent for the lenders] [added: PGIM, Inc] (filed as Exhibit [removed: 10.1] [added: 10.4] to Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed with the Commission on [removed: May 21, 2014, Commission File No. 000-23314, and] [added: October 22, 2020,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000184/firstamendmenttonotepu.htm) [and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636514000110/a052114-creditagreementex1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000184/firstamendmenttonotepu.htm)] | | | | | |

| [removed: 10.24] [added: 10.22] | | | [First Amendment to the Tractor Supply Company 2009 Stock Incentive Plan, effective February 4, 2015 (filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 18, [removed: 2015, Commission File No. 000-23314, and] [added: 2015,](http://www.sec.gov/Archives/edgar/data/916365/000091636515000042/a201410-kex1034.htm) [and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636515000042/a201410-kex1034.htm) | | | | | |

| [removed: 10.26] [added: 10.23] | | | [removed: [Incremental Term Loan] [added: [Note Purchase and Private Shelf] Agreement, dated [removed: as of June 15,] [added: August 14,] 2017, by and among Tractor Supply Company, [removed: as Borrower,] [added: PGIM, Inc. (“Prudential”) and] certain [removed: subsidiaries] of [removed: the Company, certain lenders and Wells Fargo Bank, National Association, as Administrative Agent and Regions Bank, as Syndication Agent, for the lenders] [added: its affiliates (the “Prudential Affiliates”) party thereto] (filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on [removed: June 19, 2017, Commission File No. 000-23314, and] [added: August 16, 2017,](http://www.sec.gov/Archives/edgar/data/916365/000091636517000094/exhibit101notepurchaseandp.htm) [and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636517000081/ex101-incrementaltermloana.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636517000094/exhibit101notepurchaseandp.htm)] | | | | | |

| [removed: 10.27] [added: 10.43] | | | [removed: [Note] [added: [Second Amendment to Note] Purchase and Private Shelf Agreement, dated [removed: August 14, 2017,] [added: November 4, 2020,] by and among Tractor Supply Company, PGIM, Inc. [removed: (“Prudential”)] and [removed: certain of its affiliates (the “Prudential Affiliates”) party thereto] [added: the other noteholders] (filed as Exhibit [removed: 10.1] [added: 10.2] to Current Report on Form 8-K, filed with the Commission on [removed: August 16, 2017, Commission File No. 000-23314, and] [added: November 5, 2020,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000200/secondamendment.htm) [and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636517000094/exhibit101notepurchaseandp.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000200/secondamendment.htm)] | | | | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| 10.31 | | | [Form of Performance Share Unit Agreement for Officers under the Tractor Supply Company 2018 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm) [(filed as Exh](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm)[i](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm)[bit](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm) [10.35 to the Re](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm)[gistrant's Quarterly Report on Form 10-K, filed](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm) [with the Commission on February 18, 2021, and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm)[.+](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm) | | | | | |

| 10.34 | | | [Form of Nonqualified Stock Option Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1042formofnonqu.htm) [(filed as Exhibit 10.3](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm)[8](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm) [to the Registrant's Quarterly Report on Form 10-K, filed with the Commission on February 18, 2021, and incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1039formofperfo.htm) | | | | | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| 10.45* | | | [Form of Restricted Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1045-restrictedshareunit.htm)[.+](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1045-restrictedshareunit.htm) | | | | | |

[Index](#i137f04c25e1e4da3b6d1f469d06f3319_7)

| George MacKenzie | | | Director | | | | | | February 18, 2021 | | |