Tractor Supply (TSCO) 10-K risk factor changes: FY2022 vs FY2021

These risk factors should be read in conjunction with the other information in this [added: Annual Report on] Form 10-K.

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

Therefore, we may not be able to sustain or increase our comparable store sales in fiscal [removed: 2022] [added: 2023] and beyond.

If we are unable to implement this strategy, our ability to increase our sales, profitability, and cash flow could be [removed: impaired significantly.][added: impaired.]

We believe our past performance has been based [removed: on,] [added: upon,] and future success will [removed: depend,] [added: depend] in [removed: part, upon] [added: part upon,] the ability to develop and execute merchandising initiatives with effective marketing programs.

We compete for customers, merchandise, real estate locations, and [removed: employees.][added: team members.]

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

*Unseasonal and extreme weather [added: conditions, natural disasters, and climate change] may have a significant impact on our financial results.*

[added: In addition, extreme weather conditions, such as more frequent or intense hurricanes and tropical storms, thunderstorms, tornadoes, flood, fires,] droughts, [added: earthquakes,] 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 rely on our distribution and transportation network, including third-party logistics providers, to provide goods to our stores and to our customers in a timely and cost-effective manner through deliveries to our distribution facilities from vendors and [removed: then from the distribution facilities or direct ship vendors to our stores or customers by various means of transportation, including shipments by sea, air, rail, and truck.]

A weakening of economic conditions affecting disposable consumer income such as lower employment levels, uncertainty or changes in business or political conditions, 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 [removed: epidemics,] [added: epidemics (such as COVID-19),] and other matters could reduce consumer spending or cause consumers to shift their spending to competitors.

Should our strategy to mitigate purchase price volatility [removed: not] be [removed: effective,] [added: ineffective,] our financial performance could be adversely impacted.

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 [added: 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.]

[removed: 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 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.

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, [added: 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.]

*Any failure to maintain the security of the information relating to our business, customers, team members, and vendors that we hold, whether as a result of cybersecurity attacks or otherwise, could damage our reputation with customers, [removed: 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,] [added: team members,] and [removed: liquidity.*][added: vendors.]

[removed: A compromise of our information security and privacy controls,] or [removed: those of businesses and vendors with whom we interact, which results in confidential information being accessed, obtained, damaged, or used by unauthorized or improper parties; loss or] unavailability of data; disruptions to our business activities; or any other outcome stemming from a cybersecurity incident could materially adversely affect our reputation with our customers, team members, and vendors, as well as our operations, results of operations, financial condition, and liquidity, and could result in significant legal and financial exposure beyond the scope or limits of insurance coverage.

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

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

We use our websites, *TractorSupply.com* [removed: and] [added: *and*] *Petsense.com*, and our mobile application as both a sales channel for our products and as a method of providing product, project, and other relevant information to our customers to drive in-store and online sales.

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

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

Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit [removed: arrangements or other funding for our business needs can be arranged.]

As of December [removed: 25, 2021,] [added: 31, 2022,] our total outstanding consolidated debt was approximately [removed: $986.4 million.][added: $1.16 billion.]

*We cannot provide any guaranty of future dividend payments or [added: any guaranty] that we will continue to repurchase our common stock pursuant to our stock repurchase program.*

Furthermore, although our Board of Directors has authorized a share repurchase program of up to [removed: $6.5] [added: $6.50] billion, we may temporarily pause or permanently discontinue this program at any time or significantly reduce the amount of repurchases under the program.

The [removed: currently] authorized amount reflects a [removed: $2.0] [added: $2.00] billion increase to the [removed: existing] share repurchase program which was approved by our Board of Directors on January 26, 2022.

As of December [removed: 25, 2021, prior to the expanded $2.0 billion repurchase authorization,] [added: 31, 2022,] the Company had remaining authorization under the share repurchase program of [removed: $345.0 million,] [added: $1.65 billion,] exclusive of any fees, commissions or other expenses.

[added: 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.

[removed: Our results could be] materially impacted by the determinations and expenses related to these and other proceedings by the IRS and other state and local taxing authorities.

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*We may not timely identify or effectively respond to consumer needs, expectations, or trends, which could adversely affect our relationship with customers, the demand for our products and services, and our market share.*

The success of our business depends in part on our ability to identify and respond promptly to evolving trends in demographics; consumer preferences, expectations and needs; and unexpected weather conditions, public health issues (including pandemics and quarantines and related shut-downs, re-openings, or other actions by the government) or natural disasters, while also managing appropriate inventory levels in our stores and distribution or fulfillment centers and managing an excellent customer experience.

It is difficult to successfully predict the products and services our customer will demand.

As our customers begin to expect a more personalized experience, our ability to collect, use, and protect relevant customer data is important to our ability to effectively meet their expectations.

Our ability to collect and use that data, however, is subject to a number of external factors, including the impact of legislation or regulations governing data privacy and security.

In addition, each of our primary customer groups has different needs and expectations, many of which evolve as the demographics in a particular customer group change.

We also need to offer more localized assortments of our merchandise to appeal to local cultural and demographic tastes within each customer group.

If we do not successfully differentiate the shopping experience to meet the individual needs and expectations of or within a customer group, we may lose market share with respect to those customers.

Customer expectations about the methods by which they purchase and receive products or services are also becoming more demanding.

Customers routinely use technology and a variety of electronic devices and digital platforms to rapidly compare products and prices, read product reviews, determine real-time product availability, and purchase products.

Once products are purchased, customers are seeking alternate options for delivery of those products, and they often expect quick, timely, and low-price or free delivery and/or convenient pickup options.

We must continually anticipate and adapt to these changes in the purchasing process.

In addition, a greater concentration of online sales with direct fulfillment or curbside pickup could result in a reduction in the amount of traffic in our stores, which would, in turn, reduce the opportunities for cross-selling of merchandise that such traffic creates and could reduce our overall sales and adversely affect our financial performance.

Failure to provide a compelling online presence; to timely identify or respond to changing consumer preferences, expectations and home improvement needs; to maintain appropriate inventory; to provide quick and low-price or free delivery alternatives and convenient pickup options; to differentiate the customer experience for our primary customer groups; and to effectively implement an increasingly localized merchandising assortment could adversely affect our relationship with customers, the demand for our products and services, and our market share.

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Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable.

These changes over time could affect, for example, the availability and cost of certain consumer products and commodities, and energy (including utilities), which, in turn, may impact our ability to procure certain goods or services required for the operation of our business at the quantities and levels we require.

As a consequence of these or other catastrophic or uncharacteristic events, we may experience interruption to our operations, increased costs, or losses of property, equipment or inventory, which would adversely affect our revenue and profitability.

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then from the distribution facilities or direct ship vendors to our stores or customers by various means of transportation, including shipments by sea, air, rail, and truck.

*We may be unable to meet our ESG goals, particularly with respect to the reduction of carbon emissions, or otherwise meet the expectations of our stakeholders with respect to ESG and/or DE&I matters.*

We have announced certain aspirations and goals related to ESG matters, such as plans to reduce our carbon footprint by 20% by 2025, by 50% by 2030, and achieve net zero emissions across all operations by 2040.

Additionally, we have published DE&I goals aligned with our ESG efforts and enhanced our DE&I Strategy to include supplier diversity efforts and established our DE&I Customer Promise.

Achievement of these aspirations, targets, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control.

These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components.

It is possible that we may be unsuccessful in the achievement of our ESG and/or DE&I goals on a timely basis or at all.

Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals.

A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, employee morale, customer or stockholder support as well as business and/or financial performance.

Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this Annual Report on Form 10-K or our other filings with the SEC.

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For example, unexpected delivery delays (including delays due to weather, fuel shortages, work

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Such a failure could also cause us to incur substantial additional costs and to become subject to litigation, and could materially affect our operating results, financial condition, and liquidity.*

A compromise of our information security and privacy controls, or those of businesses and vendors with whom we interact, which results in confidential information being accessed, obtained, damaged, or used by unauthorized or improper parties; loss

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arrangements or other funding for our business needs can be arranged.

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

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.

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.

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

As

COVID-19 Risks

*The COVID-19 coronavirus pandemic has, and could 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 volatility, such as increased transportation costs, supply chain distributions, labor shortages, increased overhead, among other impacts, which have, and may continue to, negatively affect our business operations.

Despite the previous impacts of the pandemic on our business, we are unable to predict the 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 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; 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 patterns; volatility in the economy as well as the credit and financial 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

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.

In addition, we cannot predict the impact that the pandemic will have on our manufacturers and suppliers of our products and other business partners such as service vendors; however, any material effect on these parties could adversely impact our results of operations and our ability to operate our business effectively.

*The COVID-19 coronavirus pandemic has had, and could continue to have a material negative effect on our supply chain and distribution network.*

Circumstances surrounding and related to the COVID-19 pandemic have created unprecedented impacts on the global supply chain.

Our business relies on an efficient and effective supply chain, including the manufacture and transportation of our products as well as the effective functioning of our distribution centers.

Impacts related to the COVID-19 pandemic are placing strains on the domestic and international supply chains that have negatively affected, and could continue to negatively affect the flow or availability of our products and result in higher out-of-stock inventory positions due to difficulties in timely obtaining product from the manufacturers and suppliers of our products as well as transportation of those products to our distribution centers and stores.

Further, we may have to source products from different manufacturers or geographic locations which could result in, among other things, higher product costs, increased transportation costs, delays in receiving products or lower quality of the products.

Additionally, the operation of our distribution centers is crucial to our business operations.

If our distribution centers experience closures or worker shortages, whether temporary or sustained, we could sustain significant adverse impacts related to the flow or availability of products to our stores and customers.

Any of these circumstances could adversely affect our ability to deliver inventory in a timely manner, which could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation.

*Economic impacts stemming from the COVID-19 coronavirus pandemic could significantly impact our financial position, including liquidity, capital allocation, and access to capital markets for additional funds to operate our business.*

The financial and credit markets have experienced, and may continue to experience significant volatility and turmoil as a result of the COVID-19 pandemic.

Changes in the financial and credit markets could adversely impact our ability to access capital on favorable terms and continue to meet our liquidity needs.

Additionally, changes in our capital allocation strategy could have significant adverse impacts, both short- and long-term, on our business, results of operations, and financial position.

Any future suspension of our share repurchase program, if necessary and depending on duration, could negatively impact our earnings per share which in turn could adversely impact our common stock price.

While not contemplated at this time, any potential suspension or reduction in our dividend declaration could have an adverse impact on investor perception and our common stock price.

*Actions taken to protect the health and safety of our team members and customers during the COVID-19 coronavirus pandemic have increased our operating costs and may not be sufficient to protect against operational or reputational harm to our business, regulatory actions or claims and litigation.*

In response to the COVID-19 pandemic, we have taken a number of actions across our business to help protect our team members, customers, and others in the communities we serve.

These measures include encouraging vaccination efforts, personal protective equipment for our team members, following local and federal guidance regarding the use of masks in our facilities, increased staffing in order to provide contact-free curbside pickup from stores, expansion of our capabilities to support delivery to customer homes, increased cleaning and sanitizing measures, offering remote work plans at our Store Support Center and monitoring for “social distancing” directives, as well as additional cleaning materials in our facilities.

Additionally, we have provided appreciation bonuses as well as permanent increases in compensation and benefits for our team members in our stores and distribution centers to further support them during and after the COVID-19 pandemic.

Actions such as these have resulted in significant incremental costs in fiscal 2021 and 2020, and we expect that we will continue to incur these costs for the foreseeable future, which in turn will have an adverse impact on our results of operations.

The health and safety of our team members and customers are of primary concern to our management team.

However, due to the unpredictable nature of this virus and the consequences of our actions, we may see unexpected outcomes notwithstanding

our added safety measures.

For instance, if we do not respond appropriately to the pandemic, or if our team members or customers do not participate in “social distancing”, vaccination efforts and other safety measures, the well-being of our team members and customers could be jeopardized.

Furthermore, any failure to appropriately respond, or the perception of an inadequate response, could cause reputational harm to our brand and subject us to claims and litigation from team members, customers and service providers.

Additionally, we may experience increased litigation expenses resulting from team member or customer lawsuits, including those related to the Company’s COVID-19 response and team member or customer contraction of COVID-19, increased insurance costs, medical claims costs and workers’ compensation claims costs and an adverse impact of regulatory and judicial changes in liability for workers’ compensation claims related to the COVID-19 pandemic.

Further, an outbreak of confirmed cases of COVID-19 in our stores or distribution centers could result in temporary or sustained workforce shortages or facility closures which would negatively impact our underlying business and results of operations.

*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: 25, 2021] [added: 31, 2022] (our fiscal years [removed: 2021] [added: 2022] and [removed: 2020).][added: 2021).]

For a comparison of our results of operations for fiscal year December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] see “Part II, Item 7.

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 [removed: 26, 2020,] [added: 25, 2021,] filed with the SEC on February [removed: 18, 2021.][added: 17, 2022.]

As of December [removed: 25, 2021,] [added: 31, 2022,] we operated [removed: 2,181] [added: 2,333] retail stores in 49 states under the names *Tractor Supply Company,* [removed: *Petsense,*] [added: *Petsense by Tractor Supply,] and [removed: *Del’s Feed &] [added: Orscheln] Farm [removed: Supply.*] [added: and Home.*] Our stores are located primarily in towns outlying major metropolitan markets and in rural communities.

We also operate websites under the names *TractorSupply.com* and [removed: *Petsense.com*] [added: *Petsense.com*,] as well as a Tractor Supply Company mobile application.

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

Tractor Supply Company believes we can grow our business by being [removed: an] [added: a more] integral part of our customers’ lives as the dependable supplier of [removed: *"Out Here"*] [added: “*Out Here*”] lifestyle solutions, creating customer loyalty through personalized experiences, and providing convenience that our customers expect at anytime, anywhere, and in any way they choose.

Over the past five years, we have experienced considerable growth in stores, growing from [removed: 1,738] [added: 1,853] stores at the end of fiscal [removed: 2016] [added: 2017] to [removed: 2,181] [added: 2,333] stores [removed: (2,003] [added: (2,066] Tractor Supply [removed: and Del’s] retail [removed: stores and 178] [added: stores, 186] Petsense [added: by Tractor Supply] retail [added: stores, and 81 Orscheln Farm and Home retail] stores) at the end of fiscal [removed: 2021,] [added: 2022,] and in net sales, with a compounded annual growth rate of approximately [removed: 13.4%.][added: 14.4%.]

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

We also believe that there is opportunity for continued growth for Petsense [added: by Tractor Supply] stores.

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

In fiscal [removed: 2020,] [added: 2022,] we opened [removed: 80] [added: 63] new Tractor Supply stores in [removed: 31] [added: 25] states and nine new Petsense [added: by Tractor Supply] stores in [removed: three] [added: seven] states.

This resulted in a selling square footage increase of approximately [removed: 4%] [added: 11%] in [removed: each of] fiscal [removed: 2021] [added: 2022] and [added: 4% in] fiscal [removed: 2020.][added: 2021.]

Comparable store sales increased [removed: 16.9%] [added: 6.3%] in fiscal [removed: 2021] [added: 2022] versus a [removed: 23.1%] [added: 16.9%] increase in fiscal [removed: 2020.][added: 2021.]

Gross profit increased [removed: 19.0%] [added: 11.1%] to [removed: $4.48] [added: $4.97] billion in fiscal [removed: 2021] [added: 2022] from [removed: $3.76] [added: $4.48] billion in fiscal [removed: 2020,] [added: 2021,] and gross margin decreased [removed: 25] [added: 17] basis points to [removed: 35.2%] [added: 35.0%] of net sales in fiscal [removed: 2021] [added: 2022] from [removed: 35.4%] [added: 35.2%] of net sales in fiscal [removed: 2020.][added: 2021.]

Operating income [removed: increased 88] [added: decreased 16] basis points to [removed: 10.3%] [added: 10.1%] of net sales in fiscal [removed: 2021] [added: 2022] from [removed: 9.4%] [added: 10.3%] of net sales in fiscal [removed: 2020.][added: 2021.]

For fiscal [removed: 2021,] [added: 2022,] net income was [removed: $997.1 million,] [added: $1.09 billion,] or [removed: $8.61] [added: $9.71] per diluted share, compared to [removed: $749.0] [added: $997.1] million, or [removed: $6.38] [added: $8.61] per diluted share, in fiscal [removed: 2020.][added: 2021.]

We ended fiscal [removed: 2021] [added: 2022] with [removed: $878.0] [added: $202.5] million in cash and cash equivalents and outstanding debt of [removed: $986.4 million,] [added: $1.16 billion,] after returning [removed: $1.04] [added: $1.11] billion to our stockholders through stock repurchases and quarterly cash dividends.

[removed: We] [added: In addition, we] receive funding from substantially all of our significant merchandise vendors, in support of our business initiatives, through a variety of programs and arrangements, including guaranteed vendor support funds (“vendor support”) and volume-based rebate funds (“volume rebates”).

A 10% change in our inventory impairment reserve as of December [removed: 25, 2021,] [added: 31, 2022,] would have affected net income by approximately [removed: $1.3] [added: $1.8] million in fiscal [removed: 2021.][added: 2022.]

A 10% change in our shrinkage reserve as of December [removed: 25, 2021,] [added: 31, 2022,] would have affected net income by approximately [removed: $4.2] [added: $4.8] million in fiscal [removed: 2021.][added: 2022.]

We do not believe there is a significant collectability risk related to vendor funding amounts due to us at the end of fiscal [removed: 2021.][added: 2022.]

If a 10% reserve had been applied against our outstanding vendor funding due as of December [removed: 25, 2021,] [added: 31, 2022,] net income would have been affected by approximately [removed: $2.3] [added: $2.6] million in fiscal [removed: 2021.][added: 2022.]

A 10% change in our self-insurance reserves as of December [removed: 25, 2021,] [added: 31, 2022,] would have affected net income by approximately [removed: $8.4] [added: $9.8] million in fiscal [removed: 2021.][added: 2022.]

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

There were no significant long-lived assets impairment charges recognized in fiscal [removed: 2021.][added: 2022.]

There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal [removed: 2021.][added: 2022.]

| Cost of merchandise sold (a) | | | [removed: 64.83] [added: 65.00] | | | | | | [removed: 64.58] [added: 64.83] | | | | | | | | |

| Gross margin (a) | | | [removed: 35.17] [added: 35.00] | | | | | | [removed: 35.42] [added: 35.17] | | | | | | | | |

| Selling, general and administrative expenses (a) | | | [removed: 22.78] [added: 22.48] | | | | | | [removed: 23.34] [added: 22.78] | | | | | | | | |

| Depreciation and amortization | | | [removed: 2.12] [added: 2.42] | | | | | | [removed: 2.04] [added: 2.12] | | | | | | | | |

| Operating income | | | [removed: 10.26] [added: 10.10] | | | | | | [removed: 9.39] [added: 10.26] | | | | | | | | |

| Interest expense, net | | | [removed: 0.21] [added: 0.22] | | | | | | [removed: 0.27] [added: 0.21] | | | | | | | | |

| Income before income taxes | | | [removed: 10.05] [added: 9.88] | | | | | | [removed: 9.12] [added: 10.05] | | | | | | | | |

| Income tax expense | | | 2.22 | | | | | | [removed: 2.07] [added: 2.22] | | | | | | | | |

| Net income | | | [removed: 7.83] [added: 7.66] | | % | | | | [removed: 7.05] [added: 7.83] | | % | | | | | | |

Net sales increased [removed: 19.9%] [added: 11.6%] to [removed: $12.73] [added: $14.20] billion in fiscal [removed: 2021] [added: 2022] from [removed: $10.62] [added: $12.73] billion in fiscal [removed: 2020.][added: 2021.]

Comparable store sales increased [removed: 16.9%] [added: 6.3%] to [removed: $12.43] [added: $13.80] billion versus a [removed: 23.1%] [added: 16.9%] increase in fiscal [removed: 2020.][added: 2021.]

The comparable store average transaction value increased [removed: 9.8%] [added: 6.9%] and comparable store average transaction count [removed: increased 7.1%] [added: decreased 0.6%] for fiscal [removed: 2021,] [added: 2022,] as compared to an increase of [removed: 12.2%] [added: 9.8%] and [removed: 10.9%] [added: 7.1%] in fiscal [removed: 2020,] [added: 2021,] respectively.

[removed: In addition to comparable store sales growth in fiscal 2021, sales] [added: Sales] from stores opened less than one year were $324.6 million in fiscal 2021, which represented 3.1 percentage points of the 19.9% increase over fiscal 2020 net sales.

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additional opportunities for new Tractor Supply stores.

In October 2022, we acquired 81 stores from Orscheln Farm and Home that will be rebranded to Tractor Supply by the end of 2023.

We also acquired 81 Orscheln Farm and Home stores in eight states.

The fiscal year included an extra sales week as part of the Company's 53-week calendar in 2022, which represented 1.8 percentage points of the 11.6% sales growth.

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| | | | 2022 | | | | | | 2021 | | | | | | | | |

Fiscal 2022 Compared to Fiscal 2021

Net sales increased 11.6% to $14.20 billion in fiscal 2022 from $12.73 billion in fiscal 2021.

The fiscal year included an extra sales week as part of the Company's 53-week fiscal calendar in 2022, which represented 1.8 percentage points of the 11.6% sales growth.

Comparable store sales growth reflects continued strength in every day, needs-based merchandise, including consumable, usable, and edible (“C.U.E.”) products, winter seasonal goods and year-round product categories, partially offset by a colder start to the spring selling season of fiscal 2022 along with

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severe drought during the summer months in many of our markets.

The Company’s store sales in the prior year benefited from favorable weather conditions as well as government stimulus throughout fiscal 2021.

The acquisition of Orscheln Farm and Home in October 2022 added approximately $80.0 million to net sales in the fourth quarter, which were included in the sales from stores opened less than one year in fiscal 2022.

| *Petsense by Tractor Supply* | | | | | | | | | | | | | | |

| *Orscheln Farm and Home* | | | | | | | | | | | | | | |

| Stores acquired | | | | | | 81 | | | | | | — | | |

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

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

| End of period | | | | | | 81 | | | | | | — | | |

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

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

Heightened transportation costs were experienced in domestic and import freight, along with rising fuel prices.

The Company's price management program and other key gross margin enhancing initiatives effectively offset a significant portion of these gross margin pressures.

The Company's strategic growth initiatives, including related depreciation and amortization, investments in team member compensation and benefits, and, to a lesser extent, the impact of transaction expenses and early integration costs associated with the Orscheln Farm and Home acquisition contributed to an increase in SG&A as a percent of net sales.

The increase was partially offset by a reduction of COVID-19 response costs, more

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normalized incentive compensation, and leverage in occupancy and other costs from the increase in comparable stores sales.

This culminated in SG&A expenses, as a percent of net sales, being flat at 24.9% compared to fiscal 2021.

The benefit of the 53rd week contributed approximately $0.16 to diluted EPS in fiscal 2022.

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 25, 2021, filed with the SEC on February 17, 2022.

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| Inventories | | | 2,709.6 | | | | | | 2,191.2 | | | | | | 518.4 | | |

Note: amounts may not sum to totals due to rounding

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On September 30, 2022, we entered into a new credit agreement, providing for a credit facility (the “2022 Senior Credit Facility”), consisting of a revolving credit facility (the “Revolving Credit Facility”) in the maximum principal amount of $1.20 billion (with a sublimit of $50.0 million for swingline loans and a sublimit of $150.0 million for letters of credit).

In addition, we have an option to increase the Revolving Credit Facility or establish term loans in an amount not to exceed $500.0 million in the aggregate, subject to, among other things, the receipt of commitments for the increase amount.

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

Information Regarding COVID-19 Coronavirus Pandemic

The Company has been and continues to closely monitor the impact of the COVID-19 pandemic on all facets of our business.

This includes the impact on our team members, customers, suppliers, vendors, business partners, and supply chain networks.

The health and safety of our team members and customers are the primary concerns of our management team.

We have taken and continue to take numerous actions to promote health and safety, including, encouraging vaccination efforts, providing personal protective equipment to our team members, following local and federal guidance regarding the use of masks in our facilities, maintaining enhanced services for cleaning and sanitation, continuing to provide additional functionality to support contactless shopping experiences, promoting social distancing in our stores, and continuing to offer remote work plans at our Store Support Center.

As further described in the results of operations, our net sales have significantly increased due to unprecedented customer demand across all major product categories, channels, and geographic regions.

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 some of these incremental costs will continue after the pandemic is over.

There are numerous uncertainties surrounding the pandemic and its impact on the economy and our business, as further described in the Risk Factors section under Part I Item 1A.

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

While our stores, distribution centers, and e-commerce operations are open and plan to remain open, we cannot predict the uncertainties, or the corresponding impacts on our business, at this time.

change in any of these estimates would not have a material impact on our analysis.

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

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

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

| Impairment of goodwill and other intangible assets | | | — | | | | | | 0.65 | | | | | | | | |

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.

In addition, the Company’s e-commerce sales experienced double-digit percentage growth in fiscal 2021 as compared to fiscal 2020.

| *Petsense* | | | | | | | | | | | | | | |

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.

SG&A expenses, as a percent of net sales, improved 113 basis points to 24.9% in fiscal 2021 from 26.0% in fiscal 2020.

The SG&A expenses in fiscal 2020 were impacted by discrete non-cash impairment charges for the Petsense business of $74.1 million due primarily to a strategic reassessment of the business and a decision to reduce the number of new store openings planned over the long term and, to a lesser extent, the impairment of long-lived assets at underperforming locations.

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.

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

The aforementioned non-cash impairment expense related to the Petsense business had an after-tax impact on fiscal 2020 net income of approximately $57.3 million or $0.49 per diluted share.

On an adjusted basis, considering the after-tax impact of the non-cash impairment charges related to the Petsense business, net income was $806.2 million, or $6.87 per diluted share, for fiscal 2020.

Adjusted net income and adjusted net income per diluted share are non-GAAP measures which have been provided in order to enhance comparability for the periods presented given that the impairment charges related to the Petsense business are non-recurring in nature.

A reconciliation of these non-GAAP financial measures is included in the following table.

Reconciliation of Non-GAAP Financial Measures

(in thousands, except per share amounts)

| | | | Fiscal 2020 | | | | | | Impairment (a) | | | | | | Fiscal 2020 | | |

| | | | (As Reported) | | | | | | (Adjustment) | | | | | | (As Adjusted) | | |

| 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 | |

We are exposed to interest rate changes, primarily as a result of borrowings under our [added: 2022] Senior Credit Facility (as discussed in Note [removed: 4] [added: 5] to the Consolidated Financial Statements), which bear interest based on variable rates.

We use an interest rate swap to manage our exposure to the impact of interest rate changes.

Prior to the issuance of our 2022 Senior Credit Facility on September 30, 2022, our variable-rate debt was fully hedged.

At December 31, 2022, we had $378.0 million outstanding under the 2022 Senior Credit Facility, of which $200.0 million was hedged by the interest rate swap.

Fixed-rate debt and variable-rate debt covered by the interest rate swap represented 85% of total outstanding debt as of December 31, 2022.

Therefore, fluctuations in interest rates did not have a material impact on our financial condition and results of operations.

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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 $2.0 million, $2.4 million, and $1.9 million in fiscal 2021, 2020, and 2019, respectively.

Based on the amount of outstanding variable rate debt as of December 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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We operate retail stores under the names *Tractor Supply Company, [removed: Petsense,*] [added: Petsense by Tractor Supply,] and [removed: *Del’s Feed &] [added: Orscheln] Farm [removed: Supply.*] [added: and Home.*] Our stores are located primarily in towns outlying major metropolitan markets and in rural communities.

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

At December [removed: 25, 2021,] [added: 31, 2022,] we operated [removed: 2,181] [added: 2,333] retail stores in 49 states [removed: (2,003] [added: (2,066] Tractor Supply [removed: and Del’s] retail [removed: stores and 178] [added: stores, 186] Petsense [added: by Tractor Supply] retail [added: stores, and 81 Orscheln Farm and Home retail] stores).

Our Tractor Supply stores typically range in size from 15,000 to 20,000 square feet of inside selling space, along with additional outside selling [removed: space,] [added: space (“Side Lot”),] and our Petsense [added: by Tractor Supply] stores have approximately 5,500 square feet of inside selling space.

We have seen a [added: trend of consumers migrating to more rural areas and 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 [removed: ("C.U.E.")] [added: (“C.U.E.”)] products and seasonal categories.

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

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

With this investment, the [removed: side lots] [added: Side Lot] space is leveraged to offer a wider product offering in the lawn and garden categories and our new categories [removed: with] [added: within] 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.

Our full line of product offerings includes a broad selection of high quality, reputable brand name and exclusive brand products with approximately [removed: 16,000] [added: 17,000] to [removed: 22,000] [added: 23,000] products per store as well as over [removed: 170,000] [added: 250,000] products online.

No single product accounted for more than 10% of our sales during fiscal [removed: 2021.][added: 2022.]

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

The following table indicates the percentage of net sales represented by each of our major product categories during fiscal [added: 2022,] 2021, [removed: 2020,] and [removed: 2019:][added: 2020:]

| Product Category: | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Livestock and Pet | | | [removed: 47] [added: 50] | | % | | | | 47 | | % | | | | 47 | | % |

| Hardware, Tools and Truck | | | [removed: 21] [added: 19] | | | | | | 21 | | | | | | 21 | | |

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

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

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

We are focused on providing key products that our customers use on a regular basis for their lifestyle and maintenance needs with emphasis on [removed: consumable, usable, and edible ("C.U.E.")] [added: C.U.E.] products.

We purchase our products from a group of approximately [removed: 975] [added: 1,000] vendors, with no one vendor representing more than 10% of our purchases during fiscal [removed: 2021.][added: 2022.]

Approximately [removed: 375] [added: 400] core vendors accounted for 90% of our merchandise purchases during fiscal [removed: 2021.][added: 2022.]

[removed: 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] [added: We] have not experienced any significant difficulty in obtaining satisfactory alternative sources of supply for our products to meet customer [removed: demands.][added: demands despite the global supply chain disruptions and delays.]

[removed: Our] [added: Excluding Orscheln Farm and Home, our] exclusive brands represented approximately [removed: 29%] [added: 30%] of our total sales in fiscal [removed: 2021 and 2020] [added: 2022,] and [removed: 31%] [added: 29%] of our total sales in [added: each of] fiscal [removed: 2019.][added: 2021 and fiscal 2020.]

| *Dumor*® (livestock and horse feed and supplies) | | | *Strive*® (pet [removed: food)] [added: foods)] | | |

Our patents (both United States and foreign) have expiration dates ranging from [removed: March 2024] [added: April 2027] to [removed: December 2045] [added: May 2037] and protect various elements, designs or functions of farm and ranch equipment, as well as light systems for trucks and other vehicles.

In fiscal [removed: 2021,] [added: 2022,] our Tractor Supply stores received approximately [removed: 76%] [added: 78%] of merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.

We believe this flow facilitates the prompt and efficient distribution of merchandise that allows us to be a dependable supplier to our customers for their [removed: "*Out Here"*] [added: “*Out Here*”] lifestyle solutions by enhancing in-stock inventory positions, while minimizing freight expense and improving the inventory turn rate.

Our distribution facilities, located in Arizona, Georgia, Indiana, Kentucky, Maryland, Nebraska, New York, [removed: Texas,] and [removed: Washington] [added: Texas] represent a total distribution center capacity of [removed: 6.1] [added: 6.0] million square feet.

In addition, [removed: on January 26, 2022,] the Company [removed: announced plans to build] [added: is building] a new distribution center in Maumelle, Arkansas.

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

[removed: We] [added: Leveraging our value-driving offerings from our Neighbor’s Club loyalty program, we] utilize an “everyday low price” philosophy to consistently offer our products at competitive prices complemented by [added: limited and] strategically planned promotions throughout the year.

To drive store [removed: traffic] [added: traffic, build brand consideration,] and position ourselves as a destination retailer, we promote a broad selection of merchandise [added: and our “Life Out Here” brand messaging] through [removed: various] digital and social media initiatives, [removed: television, newspaper circulars,] [added: targeted digital video (connected TV] and [removed: customer-targeted direct] [added: streaming programming),] e-mail and direct [removed: mail, as well as limited use of radio and other media channels.][added: mail.]

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

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

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

We provide our customers the ability to have products shipped directly to our retail store locations or [added: delivered] to their homes or offices.

We establish [added: annual] goals for productivity and cost improvement.

We have implemented [removed: numerous] [added: several] continuous improvement projects, with team members [removed: from multiple areas of] [added: across] our business, to evaluate key operations and implement process [removed: change.][added: changes.]

This investment includes use of digital technologies that support the [removed: *"Out Here"*] [added: “*Out Here*”] lifestyle and integrate the customer experience in-store, online, and through our Customer Solutions Center, which offers customers the ability to shop anytime, anywhere, and in any way they choose.

We plan to continue to invest in information technology and implement efficiency-driving system enhancements such as in-store mobility, labor [added: and task] management tools, and back-office support systems.

On October 12, 2022, the Company completed its acquisition of Orscheln Farm and Home, LLC (“Orscheln” or “Orscheln Farm and Home”).

The Company acquired 166 Orscheln stores for approximately $397.7 million, exclusive of cash acquired.

Consistent with the remedy reached with the Federal Trade Commission (“FTC”), the Company divested 85 store locations to two buyers, Bomgaars Supply, Inc. (73 stores) and Buchheit Enterprises, Inc. (12 stores), concurrently with the closing of the acquisition.

Net proceeds from the store divestitures were approximately $69.4 million.

In addition, Tractor Supply has agreed to sell the Orscheln corporate headquarters and distribution center to Bomgaars Supply, Inc. for approximately $10 million within 15 months after the closing of the acquisition.

The acquisition was financed with cash-on-hand and borrowings under the 2022 Senior Credit Facility (as defined below).

The Company plans to rebrand all Orscheln stores to Tractor Supply stores by the end of fiscal 2023.

Therefore, disclosure of the Company's non-financial, normal course business activities are presented without Orscheln unless otherwise noted.

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We also offer delivery in all of our stores, as well as rentable trailers and store delivery in the portion of our stores with delivery trucks and trailers, all to meet our customers' needs.

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This excludes the distribution center in Missouri acquired through the acquisition of Orscheln Farm and Home that is anticipated to be sold within 15 months of the closing of the acquisition.

On January 18, 2023, the Company opened its ninth distribution center located in Navarre, Ohio, which expanded the distribution center capacity by approximately 900,000 square feet.

This new facility will expand the Company’s distribution center capacity by 1,200,000 square feet and is anticipated to begin operations in the first quarter of 2024.

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- Human resource information systems;

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Additionally, we earned a spot on both the Nashville Business Journal's 2022 Best Places to Work and the Tennessean's 2022 Top Workplaces in Middle Tennessee lists.

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Tractor Supply is committed to the principles of diversity, equity, and inclusion (“DE&I”).

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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.

In addition, we plan to rebrand all 81 Orscheln stores to Tractor Supply stores in fiscal 2023.

At December 31, 2022, we operated 2,333 retail stores in 49 states (2,066 Tractor Supply retail stores, 186 Petsense by Tractor Supply retail stores, and 81 Orscheln Farm and Home retail stores set to be rebranded to Tractor Supply retail stores by the end of 2023).

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The Company also opened its ninth distribution center in Navarre, Ohio on January 18, 2023.

The distribution center is the first Tractor Supply facility built to LEED Gold standards.

The facility features a rooftop solar array system consisting of more than 10,000 solar panels that will produce five megawatts of electricity per year, which will satisfy the electricity needs, and will utilize electric fork trucks powered by lithium-ion batteries to pick and move inventory.

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Kimberley S.

Gardiner was appointed as Senior Vice President - Chief Marketing Officer in July 2022.

Ms. Gardiner was previously Chief Marketing Officer and Senior Vice President at Volkswagen Group of America from November 2020 until July 2022.

Prior to that time, Ms. Gardiner served as the Chief Marketing Officer for Mitsubishi Motors North America from January 2019 to November 2020 and as Director of Marketing for Kia Motors America from March 2016 to January 2019.

Prior to 2019, Ms. Gardiner held various marketing and strategy roles with increasing responsibility at 5th Kind and Toyota North America.

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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.

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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.

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.

This new distribution center is expected to be approximately 900,000 square feet.

Construction is planned to begin in the middle of 2022 and is currently anticipated to be completed in late 2023.

deliveries.

*Petsense*

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

The divisions are organized into regions, each of which is led by a regional vice president.

The region is further organized into districts, each of which is led by a district manager.

We have two internal advisory boards, one comprised of store managers and the other comprised of district managers.

These groups bring a grassroots perspective to operational initiatives and generate chain-wide endorsement of proposed best-practice solutions.

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

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.

*COVID-19 Response*

The Company has been and continues to closely monitor the impact of the COVID-19 pandemic on all facets of our business.

This includes the impact on our team members, customers, suppliers, vendors, business partners, and supply chain networks.

The health and safety of our team members and customers are the primary concerns of our management team.

We have taken and continue to take numerous actions to promote health and safety, including, encouraging vaccination efforts, providing personal protective equipment to our team members, following local and federal guidance regarding the use of masks in our facilities, maintaining enhanced services for cleaning and sanitation, continuing to provide additional functionality to support contactless shopping experiences, promoting social distancing and cleaning actions in our stores, and continuing to offer remote work plans at our Store Support Center.

Additionally, we continue to support our team members during this pandemic through offering COVID-19 paid medical leave, 100% coverage of COVID-19 testing and treatment under our medical plan.

Christi C.

Korzekwa was promoted to Senior Vice President - Chief Marketing Officer in February 2022, after having served as Senior Vice President – Marketing since February 2015.

Ms. Korzekwa previously served as Vice President, Marketing since she joined the Company in February 2012.

Prior to joining the Company, Ms. Korzekwa served as Senior Vice President, Director of Client Services for Blue Sky Agency.

She worked for Home Depot, Inc. from 2004 to 2011 in roles of increasing importance in marketing and advertising, most recently as Senior Director, Marketing.

Before joining Home Depot, Inc., Ms. Korzekwa spent 17 years with TM Advertising, LLC, most recently serving as their Senior Vice President, Global Media Director.

For a description of the Company's legal proceedings, refer to [removed: Note 11] [added: [Note 12](#i38696b5cc01146d68b9c6b33327cf890_124)] to the Condensed Consolidated Financial Statements included under Part II, Item 8 of this Annual Report on Form 10-K.

For the fiscal year ended December [removed: 25, 2021][added: 31, 2022]

[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: 26, 2021,] [added: 25, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $17.2] [added: $18.6] billion.

| Class | | | | | | Outstanding at January [removed: 22, 2022] [added: 28, 2023] | | |

| Common Stock, $.008 par value | | | | | | [removed: 112,772,349] [added: 110,072,658] | | |

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| [Forward-Looking [removed: Statements](#ia0680a7a640346e7afc1f53a5745d231_10)] [added: Statements](#i38696b5cc01146d68b9c6b33327cf890_10)] | | | | | | [removed: [ii](#ia0680a7a640346e7afc1f53a5745d231_10)] [added: [ii](#i38696b5cc01146d68b9c6b33327cf890_10)] | | |

| [removed: [1A.](#ia0680a7a640346e7afc1f53a5745d231_19)] [added: [1A.](#i38696b5cc01146d68b9c6b33327cf890_19)] | | | [Risk [removed: Factors](#ia0680a7a640346e7afc1f53a5745d231_19)] [added: Factors](#i38696b5cc01146d68b9c6b33327cf890_19)] | | | [removed: [12](#ia0680a7a640346e7afc1f53a5745d231_19)] [added: [12](#i38696b5cc01146d68b9c6b33327cf890_19)] | | |

| [removed: [1B.](#ia0680a7a640346e7afc1f53a5745d231_22)] [added: [1B.](#i38696b5cc01146d68b9c6b33327cf890_22)] | | | [Unresolved Staff [removed: Comments](#ia0680a7a640346e7afc1f53a5745d231_22)] [added: Comments](#i38696b5cc01146d68b9c6b33327cf890_22)] | | | [removed: [24](#ia0680a7a640346e7afc1f53a5745d231_22)] [added: [24](#i38696b5cc01146d68b9c6b33327cf890_22)] | | |

| [removed: [3.](#ia0680a7a640346e7afc1f53a5745d231_28)] [added: [3.](#i38696b5cc01146d68b9c6b33327cf890_28)] | | | [Legal [removed: Proceedings](#ia0680a7a640346e7afc1f53a5745d231_28)] [added: Proceedings](#i38696b5cc01146d68b9c6b33327cf890_28)] | | | [removed: [26](#ia0680a7a640346e7afc1f53a5745d231_28)] [added: [26](#i38696b5cc01146d68b9c6b33327cf890_28)] | | |

| [removed: [4.](#ia0680a7a640346e7afc1f53a5745d231_31)] [added: [4.](#i38696b5cc01146d68b9c6b33327cf890_31)] | | | [Mine Safety [removed: Disclosures](#ia0680a7a640346e7afc1f53a5745d231_31)] [added: Disclosures](#i38696b5cc01146d68b9c6b33327cf890_31)] | | | [removed: [26](#ia0680a7a640346e7afc1f53a5745d231_31)] [added: [26](#i38696b5cc01146d68b9c6b33327cf890_31)] | | |

| [removed: [5.](#ia0680a7a640346e7afc1f53a5745d231_37)] [added: [5.](#i38696b5cc01146d68b9c6b33327cf890_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#ia0680a7a640346e7afc1f53a5745d231_37)] [added: Securities](#i38696b5cc01146d68b9c6b33327cf890_37)] | | | [removed: [27](#ia0680a7a640346e7afc1f53a5745d231_37)] [added: [27](#i38696b5cc01146d68b9c6b33327cf890_37)] | | |

| [removed: [7.](#ia0680a7a640346e7afc1f53a5745d231_43)] [added: [7.](#i38696b5cc01146d68b9c6b33327cf890_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia0680a7a640346e7afc1f53a5745d231_43)] [added: Operations](#i38696b5cc01146d68b9c6b33327cf890_43)] | | | [removed: [30](#ia0680a7a640346e7afc1f53a5745d231_43)] [added: [30](#i38696b5cc01146d68b9c6b33327cf890_43)] | | |

| [removed: [7A.](#ia0680a7a640346e7afc1f53a5745d231_70)] [added: [7A.](#i38696b5cc01146d68b9c6b33327cf890_61)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia0680a7a640346e7afc1f53a5745d231_70)] [added: Risk](#i38696b5cc01146d68b9c6b33327cf890_61)] | | | [removed: [42](#ia0680a7a640346e7afc1f53a5745d231_70)] [added: [42](#i38696b5cc01146d68b9c6b33327cf890_61)] | | |

| [removed: [8.](#ia0680a7a640346e7afc1f53a5745d231_73)] [added: [8.](#i38696b5cc01146d68b9c6b33327cf890_64)] | | | [Financial Statements and Supplementary [removed: Data](#ia0680a7a640346e7afc1f53a5745d231_73)] [added: Data](#i38696b5cc01146d68b9c6b33327cf890_64)] | | | [removed: [44](#ia0680a7a640346e7afc1f53a5745d231_73)] [added: [43](#i38696b5cc01146d68b9c6b33327cf890_64)] | | |

| [removed: [9.](#ia0680a7a640346e7afc1f53a5745d231_148)] [added: [9.](#i38696b5cc01146d68b9c6b33327cf890_133)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia0680a7a640346e7afc1f53a5745d231_148)] [added: Disclosure](#i38696b5cc01146d68b9c6b33327cf890_133)] | | | [removed: [75](#ia0680a7a640346e7afc1f53a5745d231_148)] [added: [76](#i38696b5cc01146d68b9c6b33327cf890_133)] | | |

| [removed: [9A.](#ia0680a7a640346e7afc1f53a5745d231_151)] [added: [9A.](#i38696b5cc01146d68b9c6b33327cf890_136)] | | | [Controls and [removed: Procedures](#ia0680a7a640346e7afc1f53a5745d231_151)] [added: Procedures](#i38696b5cc01146d68b9c6b33327cf890_136)] | | | [removed: [75](#ia0680a7a640346e7afc1f53a5745d231_151)] [added: [76](#i38696b5cc01146d68b9c6b33327cf890_136)] | | |

| [removed: [9B.](#ia0680a7a640346e7afc1f53a5745d231_154)] [added: [9B.](#i38696b5cc01146d68b9c6b33327cf890_139)] | | | [Other [removed: Information](#ia0680a7a640346e7afc1f53a5745d231_154)] [added: Information](#i38696b5cc01146d68b9c6b33327cf890_139)] | | | [removed: [75](#ia0680a7a640346e7afc1f53a5745d231_154)] [added: [77](#i38696b5cc01146d68b9c6b33327cf890_139)] | | |

| [removed: [10.](#ia0680a7a640346e7afc1f53a5745d231_160)] [added: [10.](#i38696b5cc01146d68b9c6b33327cf890_145)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ia0680a7a640346e7afc1f53a5745d231_160)] [added: Governance](#i38696b5cc01146d68b9c6b33327cf890_145)] | | | [removed: [75](#ia0680a7a640346e7afc1f53a5745d231_160)] [added: [77](#i38696b5cc01146d68b9c6b33327cf890_145)] | | |

| [removed: [11.](#ia0680a7a640346e7afc1f53a5745d231_163)] [added: [11.](#i38696b5cc01146d68b9c6b33327cf890_148)] | | | [Executive [removed: Compensation](#ia0680a7a640346e7afc1f53a5745d231_163)] [added: Compensation](#i38696b5cc01146d68b9c6b33327cf890_148)] | | | [removed: [75](#ia0680a7a640346e7afc1f53a5745d231_163)] [added: [77](#i38696b5cc01146d68b9c6b33327cf890_148)] | | |

| [removed: [12.](#ia0680a7a640346e7afc1f53a5745d231_166)] [added: [12.](#i38696b5cc01146d68b9c6b33327cf890_151)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia0680a7a640346e7afc1f53a5745d231_166)] [added: Matters](#i38696b5cc01146d68b9c6b33327cf890_151)] | | | [removed: [75](#ia0680a7a640346e7afc1f53a5745d231_166)] [added: [77](#i38696b5cc01146d68b9c6b33327cf890_151)] | | |

| [removed: [13.](#ia0680a7a640346e7afc1f53a5745d231_169)] [added: [13.](#i38696b5cc01146d68b9c6b33327cf890_154)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia0680a7a640346e7afc1f53a5745d231_169)] [added: Independence](#i38696b5cc01146d68b9c6b33327cf890_154)] | | | [removed: [76](#ia0680a7a640346e7afc1f53a5745d231_169)] [added: [78](#i38696b5cc01146d68b9c6b33327cf890_154)] | | |

| [removed: [14.](#ia0680a7a640346e7afc1f53a5745d231_172)] [added: [14.](#i38696b5cc01146d68b9c6b33327cf890_157)] | | | [Principal Accountant Fees and [removed: Services](#ia0680a7a640346e7afc1f53a5745d231_172)] [added: Services](#i38696b5cc01146d68b9c6b33327cf890_157)] | | | [removed: [76](#ia0680a7a640346e7afc1f53a5745d231_172)] [added: [78](#i38696b5cc01146d68b9c6b33327cf890_157)] | | |

| [removed: [15.](#ia0680a7a640346e7afc1f53a5745d231_178)] [added: [15.](#i38696b5cc01146d68b9c6b33327cf890_163)] | | | [removed: [Exhibit](#ia0680a7a640346e7afc1f53a5745d231_178)[s](#ia0680a7a640346e7afc1f53a5745d231_178) [and] [added: [Exhibits and] Financial Statement [removed: Schedules](#ia0680a7a640346e7afc1f53a5745d231_178)] [added: Schedules](#i38696b5cc01146d68b9c6b33327cf890_163)] | | | [removed: [76](#ia0680a7a640346e7afc1f53a5745d231_178)] [added: [78](#i38696b5cc01146d68b9c6b33327cf890_163)] | | |

| [removed: [16.](#ia0680a7a640346e7afc1f53a5745d231_181)] [added: [16.](#i38696b5cc01146d68b9c6b33327cf890_166)] | | | [Form 10-K [removed: Summary](#ia0680a7a640346e7afc1f53a5745d231_181)] [added: Summary](#i38696b5cc01146d68b9c6b33327cf890_166)] | | | [removed: [76](#ia0680a7a640346e7afc1f53a5745d231_181)] [added: [78](#i38696b5cc01146d68b9c6b33327cf890_166)] | | |

This [added: Annual Report on] Form 10-K and statements included or incorporated by reference in this [added: Annual Report on] Form 10-K include certain forward-looking 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 [added: sales and earnings growth, new store growth, estimated results of operations in] future [added: periods (including, but not limited to, net sales, comparable store sales, operating margins or operating margin rates, net income, and earnings per diluted share), the declaration and payment of dividends, the timing and amount of share repurchases, future] capital expenditures (including their amount and [removed: nature),] [added: nature) and acquisitions,] business strategy, [removed: expansion, anticipated future performance] [added: expansion] and growth of our business [removed: operations] [added: operations,] and other such matters are forward-looking statements.

[removed: To take advantage of the safe harbor provided by the Act, we are identifying certain factors that could] [added: “Risk Factors” in this Annual Report on Form 10-K which may] cause actual results to differ materially from those expressed in any forward-looking statements.

[removed: “Risk Factors.”] Forward-looking statements [added: made by or on behalf of the Company] are based on [added: our knowledge of our business and the environments in which we operate and] currently available information and are based on our current expectations and projections about future events.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i38696b5cc01146d68b9c6b33327cf890_13) | | | | | | [1](#i38696b5cc01146d68b9c6b33327cf890_13) | | |

| [1.](#i38696b5cc01146d68b9c6b33327cf890_16) | | | [Business](#i38696b5cc01146d68b9c6b33327cf890_16) | | | [1](#i38696b5cc01146d68b9c6b33327cf890_16) | | |

| [2.](#i38696b5cc01146d68b9c6b33327cf890_25) | | | [Properties](#i38696b5cc01146d68b9c6b33327cf890_25) | | | [25](#i38696b5cc01146d68b9c6b33327cf890_25) | | |

| [PART II](#i38696b5cc01146d68b9c6b33327cf890_34) | | | | | | [27](#i38696b5cc01146d68b9c6b33327cf890_34) | | |

| [6.](#i38696b5cc01146d68b9c6b33327cf890_40) | | | [\[Reserved\]](#i38696b5cc01146d68b9c6b33327cf890_40) | | | [29](#i38696b5cc01146d68b9c6b33327cf890_40) | | |

| [9C.](#i38696b5cc01146d68b9c6b33327cf890_1099511629430) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i38696b5cc01146d68b9c6b33327cf890_1099511629430) | | | [77](#i38696b5cc01146d68b9c6b33327cf890_1099511629430) | | |

| [PART III](#i38696b5cc01146d68b9c6b33327cf890_142) | | | | | | [77](#i38696b5cc01146d68b9c6b33327cf890_142) | | |

| [PART IV](#i38696b5cc01146d68b9c6b33327cf890_160) | | | | | | [78](#i38696b5cc01146d68b9c6b33327cf890_160) | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

Forward-looking statements are usually identified by or are associated with such words as “will,” “intend,” “expect,” “believe,” “anticipate,” “optimistic,” “forecasted,” and similar terminology.

To take advantage of the safe harbor provided by the Act, we have identified certain factors, in Item 1A.

These “Risk Factors” may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the SEC.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| | | | | | | | | |

| [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)

These factors include, without limitation, national, regional, and local economic conditions affecting consumer spending, including the effects of the COVID-19 pandemic, the efficacy and distribution of COVID-19 vaccines, the timing and acceptance of new products, the timing and mix of goods sold, purchase price volatility (including inflationary and deflationary pressures), transportation costs, constraints in the supply chain affecting timing and availability of merchandise inventory, the ability to increase sales at existing stores or on our e-commerce platforms, the ability to manage growth and identify suitable locations, the ability to complete acquisitions on expected terms, failure of an acquisition to produce anticipated results, the ability to successfully manage expenses (including increased expenses as a result of operating during the COVID-19 pandemic) and to execute our key gross margin enhancing initiatives, the availability of favorable credit sources, capital market conditions in general, the ability to open new stores in the time, manner and number currently contemplated, particularly in light of the COVID-19 pandemic, the ability to open distribution centers in the anticipated timeframe and within budget, the impact of new stores on our business, competition, including that from online 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, train, and retain qualified employees, 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, state, or local regulations, the potential 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 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 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 changes and results of examination by taxing authorities, the ability to maintain an effective system of internal control over financial reporting, and changes in accounting standards, assumptions, and estimates, and those described in Item 1A.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

At December [removed: 25, 2021,] [added: 31, 2022,] the Company operated [removed: 2,181] [added: 2,333] stores in 49 states [removed: (2,003] [added: (2,066] Tractor Supply [removed: and Del’s] retail [removed: stores and 178] [added: stores, 186] Petsense [added: by Tractor Supply] retail [added: stores, and 81 Orscheln Farm and Home retail] stores).

Store leases typically have initial terms of between 10 and [removed: 15] [added: 20] years, with two to four optional renewal periods of five years each, exercisable at our option.

Approximately [removed: 57%] [added: 59%] of our stores are in freestanding buildings and [removed: 43%] [added: 41%] are located in shopping centers.

| Texas | | | | | | [removed: 235] [added: 245] | | | | | | New Jersey | | | | | | [removed: 27] [added: 29] | | |

| Georgia | | | | | | [removed: 101] [added: 106] | | | | | | Massachusetts | | | | | | [removed: 24] [added: 25] | | |

| [removed: Florida] [added: Michigan] | | | | | | [removed: 96] [added: 98] | | | | | | New Hampshire | | | | | | [removed: 22] [added: 23] | | |

| New York | | | | | | [removed: 96] [added: 97] | | | | | | [removed: Connecticut] [added: Colorado] | | | | | | [removed: 20] [added: 22] | | |

| [removed: Alabama] [added: Missouri] | | | | | | [removed: 67] [added: 70] | | | | | | North Dakota | | | | | | 14 | | |

| Indiana | | | | | | [removed: 62] [added: 66] | | | | | | Oregon | | | | | | 13 | | |

| Oklahoma | | | | | | [removed: 58] [added: 60] | | | | | | South Dakota | | | | | | 9 | | |

| South Carolina | | | | | | [removed: 54] [added: 59] | | | | | | [removed: Vermont] [added: Wyoming] | | | | | | [removed: 9] [added: 8] | | |

| New Mexico | | | | | | 30 | | | | | | [removed: Nevada] [added: Rhode Island] | | | | | | [removed: 6] [added: 4] | | |

| West Virginia | | | | | | 30 | | | | | | [removed: Rhode Island] | | | | | | [removed: 4] | | |

| Wisconsin | | | | | | [removed: 29] [added: 30] | | | | | | Hawaii | | | | | | 2 | | |

| Kansas | | | | | | [removed: 27] [added: 43] | | | | | | [added: Delaware] | | | | | | [added: 6] | | |

The following is a list of distribution locations including the approximate square footage and if the location is leased or [removed: owned:][added: owned at December 31, 2022:]

| Hagerstown, Maryland (a) | | | | | | [removed: 482,000] [added: 621,000] | | | | | | Owned | | |

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

| North Carolina | | | | | | 115 | | | | | | Illinois | | | | | | 29 | | |

| Florida | | | | | | 106 | | | | | | Nebraska | | | | | | 26 | | |

| Pennsylvania | | | | | | 104 | | | | | | Maryland | | | | | | 25 | | |

| Tennessee | | | | | | 104 | | | | | | Washington | | | | | | 25 | | |

| Ohio | | | | | | 101 | | | | | | Maine | | | | | | 23 | | |

| California | | | | | | 77 | | | | | | Connecticut | | | | | | 21 | | |

| Kentucky | | | | | | 73 | | | | | | Iowa | | | | | | 21 | | |

| Alabama | | | | | | 71 | | | | | | Minnesota | | | | | | 17 | | |

| Virginia | | | | | | 71 | | | | | | Utah | | | | | | 16 | | |

| Louisiana | | | | | | 60 | | | | | | Vermont | | | | | | 10 | | |

| Mississippi | | | | | | 53 | | | | | | Idaho | | | | | | 7 | | |

| Arkansas | | | | | | 40 | | | | | | Montana | | | | | | 6 | | |

| Arizona | | | | | | 37 | | | | | | Nevada | | | | | | 6 | | |

| | | | | | | | | | | | | | | | | | | 2,333 | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

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

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

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

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

As part of the Orscheln Farm and Home transaction that closed on October 12, 2022, the Company acquired the Orscheln corporate headquarters and distribution center in Moberly, Missouri.

These facilities are anticipated to be sold to Bomgaars Supply, Inc. during fiscal 2023.

Refer to [N](#i38696b5cc01146d68b9c6b33327cf890_1634)[ote 3](#i38696b5cc01146d68b9c6b33327cf890_1634) to the Condensed Consolidated Financial Statements included under Part II, Item 8 of this Annual Report on Form 10-K.

On January 18, 2023, the Company opened its ninth distribution center located in Navarre, Ohio, which expanded the distribution center capacity by approximately 900,000 square feet.

In addition, the Company is building a new distribution center in Maumelle, Arkansas and anticipates that the new facility will begin operations in the first quarter of 2024.

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

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

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

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

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

| California | | | | | | 74 | | | | | | Nebraska | | | | | | 18 | | |

| Kentucky | | | | | | 72 | | | | | | Utah | | | | | | 16 | | |

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

| Louisiana | | | | | | 60 | | | | | | Iowa | | | | | | 9 | | |

| Mississippi | | | | | | 50 | | | | | | Wyoming | | | | | | 8 | | |

| Arkansas | | | | | | 39 | | | | | | Delaware | | | | | | 6 | | |

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

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

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

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| Seguin, Texas (b) | | | | | | 71,000 | | | | | | Owned | | |

| Lakewood, Washington (b) | | | | | | 64,000 | | | | | | Leased | | |

| Longview, Texas (b) | | | | | | 63,000 | | | | | | Owned | | |

(b) This is a mixing center designed to process certain high-volume bulk products.

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.

In addition, on January 26, 2022, the Company announced plans to build a new distribution center in Maumelle, Arkansas.

This new distribution center is expected to be approximately 900,000 square feet.

Construction is planned to begin in the middle of 2022 and is currently anticipated to be completed in late 2023.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

As of January [removed: 22, 2022,] [added: 28, 2023,] the number of record holders of our common stock was [removed: 725] [added: 761] (excluding individual participants in nominee security position listings).

We paid cash dividends totaling [removed: $239.0] [added: $409.6] million and [removed: $174.7] [added: $239.0] million in fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

In fiscal [removed: 2021,] [added: 2022,] we declared and paid cash dividends to stockholders of [removed: $2.08] [added: $3.68] per common share outstanding as compared to [removed: $1.50] [added: $2.08] per common share outstanding in fiscal [removed: 2020.][added: 2021.]

These payments reflect an increase in the quarterly dividend to [removed: $0.52] [added: $0.92] in [removed: the first quarter] [added: all four quarters] of fiscal [removed: 2021] [added: 2022] from [removed: $0.40] [added: $0.52] per share [removed: and an increase] in [removed: the third quarter] [added: all four quarters] of fiscal [removed: 2020 to $0.40 per share from $0.35 per share.][added: 2021.]

On [removed: January 26, 2022,] [added: February 8, 2023,] the Company’s Board of Directors declared a quarterly cash dividend of [removed: $0.92] [added: $1.03] per share of the Company’s outstanding common stock.

The dividend will be paid on March [removed: 8, 2022,] [added: 14, 2023,] to stockholders of record as of the close of business on February [removed: 21, 2022.][added: 27, 2023.]

The authorization amount of the program, which has been increased from time to time, is currently authorized for up to [removed: $6.5] [added: $6.50] billion, exclusive of any fees, commissions or other expenses related to such repurchases.

The [removed: currently] authorized amount reflects a [removed: $2.0] [added: $2.00] billion increase to the [removed: existing share] repurchase program which was approved by the [removed: Company's] [added: Company’s] Board of Directors on January 26, 2022.

As of December [removed: 25, 2021, prior to the expanded $2.0 billion repurchase authorization,] [added: 31, 2022,] the Company had remaining authorization under the share repurchase program of [removed: $345.0 million,] [added: $1.65 billion,] exclusive of any fees, commissions or other expenses.

Stock purchase activity during fiscal [removed: 2021] [added: 2022] 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: 80,994] [added: 121,067] during the first quarter, [removed: 8,279] [added: 6,163] during the second quarter, [removed: 5,599] [added: 3,705] during the third quarter, and [removed: 1,124] [added: 1,004] during the fourth quarter.

The following graph compares the cumulative total stockholder return on our common stock from December [removed: 31, 2016] [added: 30, 2017] to December [removed: 25, 2021] [added: 31, 2022] (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: 31, 2016,] [added: 30, 2017,] in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/25/2021] [added: 12/31/2022] | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| First Quarter (a) | | | | | | 1,479,272 | | | | | | $ | 218.10 | | | | | 1,358,205 | | | | | | $ | 2,048,857,479 | |

| Second Quarter (a) | | | | | | 947,794 | | | | | | $ | 199.87 | | | | | 941,631 | | | | | | $ | 1,860,662,810 | |

| Third Quarter (a) | | | | | | 641,927 | | | | | | $ | 193.68 | | | | | 638,222 | | | | | | $ | 1,737,048,869 | |

| 9/25/22 - 10/22/22 | | | | | | 140,019 | | | | | | $ | 194.63 | | | | | 140,000 | | | | | | $ | 1,709,803,788 | |

| 10/23/22 - 11/19/22 | | | | | | 116,958 | | | | | | $ | 213.50 | | | | | 116,000 | | | | | | $ | 1,685,041,345 | |

| 11/20/22 - 12/31/22 | | | | | | 184,192 | | | | | | $ | 217.38 | | | | | 184,165 | | | | | | $ | 1,645,011,086 | |

| | | | | | | 441,169 | | | | | | $ | 209.13 | | | | | 440,165 | | | | | | $ | 1,645,011,086 | |

| As of and for the year ended December 31, 2022 | | | | | | 3,510,162 | | | | | | $ | 207.58 | | | | | 3,378,223 | | | | | | $ | 1,645,011,086 | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 113.03 | | | | | $ | 127.11 | | | | | $ | 204.81 | | | | | $ | 321.76 | | | | | $ | 322.96 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 94.80 | | | | | $ | 126.06 | | | | | $ | 146.72 | | | | | $ | 189.92 | | | | | $ | 156.88 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 112.04 | | | | | $ | 144.71 | | | | | $ | 207.38 | | | | | $ | 250.18 | | | | | $ | 165.00 | |

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| 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 | |

| 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](#i38696b5cc01146d68b9c6b33327cf890_7)

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)

| [Management's Report on Internal Control over Financial [removed: Reporting](#ia0680a7a640346e7afc1f53a5745d231_76)] [added: Reporting](#i38696b5cc01146d68b9c6b33327cf890_67)] | | | [removed: [45](#ia0680a7a640346e7afc1f53a5745d231_76)] [added: [44](#i38696b5cc01146d68b9c6b33327cf890_67)] | | |

| [Reports [removed: of](#ia0680a7a640346e7afc1f53a5745d231_79)] [added: of](#i38696b5cc01146d68b9c6b33327cf890_70)] Ernst & Young [removed: LLP[,](#ia0680a7a640346e7afc1f53a5745d231_79) [Independent] [added: LLP[, Independent] Registered Public Accounting Firm (PCAOB [removed: ID:](#ia0680a7a640346e7afc1f53a5745d231_79) 42[)](#ia0680a7a640346e7afc1f53a5745d231_79)] [added: ID:](#i38696b5cc01146d68b9c6b33327cf890_70) 42[)](#i38696b5cc01146d68b9c6b33327cf890_70)] | | | [removed: [46](#ia0680a7a640346e7afc1f53a5745d231_79)] [added: [45](#i38696b5cc01146d68b9c6b33327cf890_70)] | | |

| [Consolidated Statements of Income for the fiscal years ended [removed: December 2](#ia0680a7a640346e7afc1f53a5745d231_85)[5](#ia0680a7a640346e7afc1f53a5745d231_85)[, 202](#ia0680a7a640346e7afc1f53a5745d231_85)[1](#ia0680a7a640346e7afc1f53a5745d231_85)[,](#ia0680a7a640346e7afc1f53a5745d231_85)] [added: December](#i38696b5cc01146d68b9c6b33327cf890_76) [31](#i38696b5cc01146d68b9c6b33327cf890_76)[, 202](#i38696b5cc01146d68b9c6b33327cf890_76)[2](#i38696b5cc01146d68b9c6b33327cf890_76)[,](#i38696b5cc01146d68b9c6b33327cf890_76)] [December [removed: 26, 2020](#ia0680a7a640346e7afc1f53a5745d231_85)[, and](#ia0680a7a640346e7afc1f53a5745d231_85)] [added: 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_76)[, and](#i38696b5cc01146d68b9c6b33327cf890_76)] [December [removed: 28, 2019](#ia0680a7a640346e7afc1f53a5745d231_85)] [added: 26, 2020](#i38696b5cc01146d68b9c6b33327cf890_76)] | | | [removed: [49](#ia0680a7a640346e7afc1f53a5745d231_85)] [added: [48](#i38696b5cc01146d68b9c6b33327cf890_76)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended [removed: December 2](#ia0680a7a640346e7afc1f53a5745d231_88)[5](#ia0680a7a640346e7afc1f53a5745d231_88)[, 202](#ia0680a7a640346e7afc1f53a5745d231_88)[1](#ia0680a7a640346e7afc1f53a5745d231_88)[, December 2](#ia0680a7a640346e7afc1f53a5745d231_88)[6](#ia0680a7a640346e7afc1f53a5745d231_88)[, 20](#ia0680a7a640346e7afc1f53a5745d231_88)[20](#ia0680a7a640346e7afc1f53a5745d231_88)[, and December 2](#ia0680a7a640346e7afc1f53a5745d231_88)[8](#ia0680a7a640346e7afc1f53a5745d231_88)[, 201](#ia0680a7a640346e7afc1f53a5745d231_88)[9](#ia0680a7a640346e7afc1f53a5745d231_88)] [added: December](#i38696b5cc01146d68b9c6b33327cf890_79) [31](#i38696b5cc01146d68b9c6b33327cf890_79)[, 202](#i38696b5cc01146d68b9c6b33327cf890_79)[2](#i38696b5cc01146d68b9c6b33327cf890_79)[,](#i38696b5cc01146d68b9c6b33327cf890_79) [December 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_79)[, and](#i38696b5cc01146d68b9c6b33327cf890_79) [December 26, 2020](#i38696b5cc01146d68b9c6b33327cf890_79)] | | | [removed: [50](#ia0680a7a640346e7afc1f53a5745d231_88)] [added: [49](#i38696b5cc01146d68b9c6b33327cf890_79)] | | |

| [Consolidated Balance Sheets as of [removed: December 2](#ia0680a7a640346e7afc1f53a5745d231_91)[5](#ia0680a7a640346e7afc1f53a5745d231_91)[, 202](#ia0680a7a640346e7afc1f53a5745d231_91)[1](#ia0680a7a640346e7afc1f53a5745d231_91) [and December 2](#ia0680a7a640346e7afc1f53a5745d231_91)[6](#ia0680a7a640346e7afc1f53a5745d231_91)[, 20](#ia0680a7a640346e7afc1f53a5745d231_91)[2](#ia0680a7a640346e7afc1f53a5745d231_91)[0](#ia0680a7a640346e7afc1f53a5745d231_91)] [added: December](#i38696b5cc01146d68b9c6b33327cf890_82) [31](#i38696b5cc01146d68b9c6b33327cf890_82)[, 202](#i38696b5cc01146d68b9c6b33327cf890_82)[2](#i38696b5cc01146d68b9c6b33327cf890_82) [and](#i38696b5cc01146d68b9c6b33327cf890_82) [December 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_79)] | | | [removed: [51](#ia0680a7a640346e7afc1f53a5745d231_91)] [added: [50](#i38696b5cc01146d68b9c6b33327cf890_82)] | | |

| [Consolidated Statements of Stockholders’ Equity for the fiscal years ended [removed: December 2](#ia0680a7a640346e7afc1f53a5745d231_94)[5](#ia0680a7a640346e7afc1f53a5745d231_94)[, 202](#ia0680a7a640346e7afc1f53a5745d231_94)[1](#ia0680a7a640346e7afc1f53a5745d231_94)[, December 2](#ia0680a7a640346e7afc1f53a5745d231_94)[6](#ia0680a7a640346e7afc1f53a5745d231_94)[, 20](#ia0680a7a640346e7afc1f53a5745d231_94)[20](#ia0680a7a640346e7afc1f53a5745d231_94)[, and December 2](#ia0680a7a640346e7afc1f53a5745d231_94)[8](#ia0680a7a640346e7afc1f53a5745d231_94)[, 201](#ia0680a7a640346e7afc1f53a5745d231_94)[9](#ia0680a7a640346e7afc1f53a5745d231_94)] [added: December](#i38696b5cc01146d68b9c6b33327cf890_85) [31](#i38696b5cc01146d68b9c6b33327cf890_85)[, 202](#i38696b5cc01146d68b9c6b33327cf890_85)[2](#i38696b5cc01146d68b9c6b33327cf890_85)[,](#i38696b5cc01146d68b9c6b33327cf890_85) [December 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_85)[, and](#i38696b5cc01146d68b9c6b33327cf890_85) [December 26, 2020](#i38696b5cc01146d68b9c6b33327cf890_85)] | | | [removed: [52](#ia0680a7a640346e7afc1f53a5745d231_94)] [added: [51](#i38696b5cc01146d68b9c6b33327cf890_85)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended [removed: December 2](#ia0680a7a640346e7afc1f53a5745d231_97)[5](#ia0680a7a640346e7afc1f53a5745d231_97)[, 202](#ia0680a7a640346e7afc1f53a5745d231_97)[1](#ia0680a7a640346e7afc1f53a5745d231_97)[, December 2](#ia0680a7a640346e7afc1f53a5745d231_97)[6](#ia0680a7a640346e7afc1f53a5745d231_97)[, 20](#ia0680a7a640346e7afc1f53a5745d231_97)[20](#ia0680a7a640346e7afc1f53a5745d231_97)[, and December 2](#ia0680a7a640346e7afc1f53a5745d231_97)[8](#ia0680a7a640346e7afc1f53a5745d231_97)[, 201](#ia0680a7a640346e7afc1f53a5745d231_97)[9](#ia0680a7a640346e7afc1f53a5745d231_97)] [added: December](#i38696b5cc01146d68b9c6b33327cf890_88) [31](#i38696b5cc01146d68b9c6b33327cf890_88)[, 202](#i38696b5cc01146d68b9c6b33327cf890_88)[2](#i38696b5cc01146d68b9c6b33327cf890_88)[,](#i38696b5cc01146d68b9c6b33327cf890_88) [December 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_88)[, and](#i38696b5cc01146d68b9c6b33327cf890_88) [December 26, 2020](#i38696b5cc01146d68b9c6b33327cf890_88)] | | | [removed: [53](#ia0680a7a640346e7afc1f53a5745d231_97)] [added: [52](#i38696b5cc01146d68b9c6b33327cf890_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia0680a7a640346e7afc1f53a5745d231_100)] [added: Statements](#i38696b5cc01146d68b9c6b33327cf890_91)] | | | [removed: [54](#ia0680a7a640346e7afc1f53a5745d231_100)] [added: [53](#i38696b5cc01146d68b9c6b33327cf890_91)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 25, 2021.][added: 31, 2022.]

Based on this assessment, management believes that, as of December [removed: 25, 2021,] [added: 31, 2022,] the Company’s internal control over financial reporting is effective based on those criteria.

| [removed: February 17, 2022] [added: January 26, 2022] | | | | | | [added: $0.92] | | | | | | [removed: February 17, 2022] [added: February 21, 2022] | | | [added: | | | March 8, 2022 | | |]

We have audited Tractor Supply Company’s internal control over financial reporting as of December [removed: 25, 2021,] [added: 31, 2022,] based on criteria established in Internal 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: 25, 2021,] [added: 31, 2022,] 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: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] 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: 25, 2021,] [added: 31, 2022,] and the related notes and our report dated February [removed: 17, 2022,] [added: 23, 2023,] expressed an unqualified opinion thereon.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with [added: the] U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We have audited the accompanying Consolidated Balance Sheets of Tractor Supply Company (the Company) as of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] 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: 25, 2021,] [added: 31, 2022,] 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: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended December [removed: 25, 2021,] [added: 31, 2022,] 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: 25, 2021,] [added: 31, 2022,] 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: 17, 2022,] [added: 23, 2023,] expressed an unqualified opinion thereon.

The communication of the critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which it relates.

| | | | [removed: Estimate of Workers'] [added: Workers'] Compensation Self-Insurance Reserves | | |

| *Description of the Matter* | | | At December [removed: 25, 2021,] [added: 31, 2022,] the Company’s reserve for workers’ compensation self-insurance risks was [removed: $67.1] [added: $74.0] million. As discussed in Note 1 of the consolidated financial statements, the Company retains a significant portion of risk for its workers’ compensation exposures. Accordingly, provisions are recorded based upon periodic estimates of such losses, as determined by management. The future claim costs for workers’ compensation 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. | | |

| *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 [removed: worker’] [added: workers’] compensation self-insurance exposures. For example, we tested controls over [removed: 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. | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| | | | [removed: (52] [added: (53] weeks) | | | | | | (52 weeks) | | | | | | (52 weeks) | | |

| Net sales | | | $ | [removed: 12,731,105] [added: 14,204,717] | | | | | $ | [removed: 10,620,352] [added: 12,731,105] | | | | | $ | [removed: 8,351,931] [added: 10,620,352] | |

| Cost of merchandise sold | | | [removed: 8,253,952] [added: 9,232,513] | | | | | | [removed: 6,858,803] [added: 8,253,952] | | | | | | [removed: 5,480,161] [added: 6,858,803] | | |

| Gross profit | | | [removed: 4,477,153] [added: 4,972,204] | | | | | | [removed: 3,761,549] [added: 4,477,153] | | | | | | [removed: 2,871,770] [added: 3,761,549] | | |

| Selling, general and administrative expenses | | | [removed: 2,900,297] [added: 3,194,199] | | | | | | [removed: 2,478,524] [added: 2,900,297] | | | | | | [removed: 1,932,572] [added: 2,478,524] | | |

| Depreciation and amortization | | | [removed: 270,158] [added: 343,062] | | | | | | [removed: 217,124] [added: 270,158] | | | | | | [removed: 195,978] [added: 217,124] | | |

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

| Operating income | | | [removed: 1,306,698] [added: 1,434,943] | | | | | | [removed: 996,928] [added: 1,306,698] | | | | | | [removed: 743,220] [added: 996,928] | | |

| Interest expense, net | | | [removed: 26,610] [added: 30,633] | | | | | | [removed: 28,781] [added: 26,610] | | | | | | [removed: 19,843] [added: 28,781] | | |

| Income before income taxes | | | [removed: 1,280,088] [added: 1,404,310] | | | | | | [removed: 968,147] [added: 1,280,088] | | | | | | [removed: 723,377] [added: 968,147] | | |

| Income tax expense | | | [removed: 282,974] [added: 315,598] | | | | | | [removed: 219,189] [added: 282,974] | | | | | | [removed: 161,023] [added: 219,189] | | |

| Net income | | | $ | [removed: 997,114] [added: 1,088,712] | | | | | $ | [removed: 748,958] [added: 997,114] | | | | | $ | [removed: 562,354] [added: 748,958] | |

| Net income per share – basic | | | $ | [removed: 8.69] [added: 9.78] | | | | | $ | [removed: 6.44] [added: 8.69] | | | | | $ | [removed: 4.70] [added: 6.44] | |

| Net income per share – diluted | | | $ | [removed: 8.61] [added: 9.71] | | | | | $ | [removed: 6.38] [added: 8.61] | | | | | $ | [removed: 4.66] [added: 6.38] | |

| Basic | | | [removed: 114,794] [added: 111,336] | | | | | | [removed: 116,370] [added: 114,794] | | | | | | [removed: 119,727] [added: 116,370] | | |

| Diluted | | | [removed: 115,824] [added: 112,149] | | | | | | [removed: 117,436] [added: 115,824] | | | | | | [removed: 120,743] [added: 117,436] | | |

| Dividends declared per common share outstanding | | | $ | [removed: 2.08] [added: 3.68] | | | | | $ | [removed: 1.50] [added: 2.08] | | | | | $ | [removed: 1.36] [added: 1.50] | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| February 23, 2023 | | | | | | | | | | | | February 23, 2023 | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

February 23, 2023

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| | | | | | |

February 23, 2023

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

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

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| Deferred income taxes | | | 30,775 | | | | | | — | | |

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

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| Repurchase of common stock | | | (3,378) | | | | | | | | | | | | | | | | | | (700,063) | | | | | | | | | | | | | | | | | | (700,063) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,088,712 | | | | | | 1,088,712 | | |

| Stockholders’ equity at December 31, 2022 | | | 110,251 | | | | | | $ | 1,415 | | | | | $ | 1,261,283 | | | | | $ | (4,855,909) | | | | | $ | 11,275 | | | | | $ | 5,624,352 | | | | | $ | 2,042,416 | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

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

| Net income | | | $ | 1,088,712 | | | | | $ | 997,114 | | | | | $ | 748,958 | |

| Depreciation and amortization | | | 343,062 | | | | | | 270,158 | | | | | | 217,124 | | |

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

| Acquisition of Orscheln, net of cash acquired | | | (390,765) | | | | | | — | | | | | | — | | |

| Proceeds from sale of business | | | 69,364 | | | | | | — | | | | | | — | | |

| Interest, net of amounts capitalized | | | $ | 26,367 | | | | | $ | 23,601 | | | | | $ | 24,540 | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

On October 12, 2022, the Company completed its acquisition of Orscheln Farm and Home, LLC (“Orscheln” or “Orscheln Farm and Home”).

The Company acquired 166 Orscheln stores for approximately $397.7 million, exclusive of cash acquired.

Concurrently with the closing of the acquisition, the Company divested 85 store locations to two buyers.

Net proceeds from the store divestitures were approximately $69.4 million.

In addition, Tractor Supply has agreed to sell the Orscheln corporate headquarters and distribution center to Bomgaars Supply, Inc. for approximately $10 million within 15 months after the closing of the acquisition.

The acquisition was financed with cash-on-hand and borrowings under the 2022 Senior Credit Facility (as defined below).

The Company plans to rebrand all Orscheln stores to Tractor Supply stores by the end of fiscal 2023.

See Note 3 to the Consolidated Financial Statements for additional information surrounding the acquisition of Orscheln Farm and Home.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

February 17, 2022

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

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

| Stockholders' equity at December 29, 2018 | | | 121,828 | | | | | | $ | 1,375 | | | | | $ | 823,413 | | | | | $ | (2,480,677) | | | | | $ | 3,814 | | | | | $ | 3,213,895 | | | | | $ | 1,561,820 | |

| Repurchase of common stock | | | (5,384) | | | | | | | | | | | | | | | | | | (533,319) | | | | | | | | | | | | | | | | | | (533,319) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 562,354 | | | | | | 562,354 | | |

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

| Interest | | | $ | 23,601 | | | | | $ | 24,540 | | | | | $ | 19,146 | |

| Operating lease assets and liabilities recognized upon adoption of ASC 842 | | | — | | | | | | — | | | | | | 2,084,880 | | |

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.

COVID-19 Pandemic

The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and

volatility which may negatively affect our business operations.

As a result, as the pandemic persists and/or if it worsens, our accounting estimates and assumptions could be impacted in subsequent periods, and it is reasonably possible such changes could be significant.

The Company 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.

The Company had $1.00 billion in borrowings under our debt facilities (as discussed in Note 4) as of December 25, 2021 and December 26, 2020.

Based on current market interest rates (Level 2 inputs), the carrying value of our borrowings under our debt facilities approximates fair value for each period reported.

The Company entered into agreements with various governmental entities in the states of Kentucky, Georgia, Ohio and Tennessee to implement tax abatement plans related to its distribution center in Franklin, Kentucky (Simpson County), its distribution center in Macon, Georgia (Bibb County), its distribution center in Navarre, Ohio (Stark County) and its Store Support Center in Brentwood, Tennessee (Williamson County).

The tax abatement plans provide for reduction of real property taxes for specified time frames by legally transferring title to its real property in exchange for industrial revenue bonds.

This property was then leased back to the Company.

No cash was exchanged.

The lease payments are equal to the amount of the payments on the bonds.

The tax abatement period extends through the term of the lease, which coincides with the maturity date of the bonds.

At any time, the Company has the option to purchase the real property by paying off the bonds, plus $1.

The terms and amounts authorized and drawn under each industrial revenue bond agreement are outlined as follows, as of December 25, 2021:

| | | | | | | Bond Term | | | | | | Bond Authorized Amount (in millions) | | | | | | Amount Drawn (in millions) | | |

| Franklin, Kentucky Distribution Center | | | | | | 30 years | | | | | | $54.0 | | | | | | $51.8 | | |

| Macon, Georgia Distribution Center | | | | | | 15 years | | | | | | $58.0 | | | | | | $58.0 | | |

| Brentwood, Tennessee Store Support Center | | | | | | 10 years | | | | | | $78.0 | | | | | | $75.3 | | |

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

Due to the form of these transactions, the Company has not recorded the bonds or the lease obligation associated with the sale lease-back transaction.

The original cost of the Company’s property and equipment is recorded on the balance sheet and is being depreciated over its estimated useful life.

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.

As the interest rate swap is designed to be a highly effective cash flow hedge against the variable LIBOR rates of the Term Loan, the impact of using LIBOR rates is effectively offset in our financial statements.

As such, the Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

The Company applies a historical volatility rate.

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: 25, 2021.][added: 31, 2022.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December [removed: 25, 2021,] [added: 31, 2022,] our disclosure controls and procedures were effective.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

PART III

Not applicable.

PART III

The information set forth under the captions “Item 1: Election of Directors,” “Board Meetings and Committees,” and “Delinquent Section 16(a) Reports” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May 11, [removed: 2022,] [added: 2023,] 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 11, [removed: 2022,] [added: 2023,] 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 11, [removed: 2022,] [added: 2023,] is incorporated herein by reference.

Following is a summary of our equity compensation plans as of December [removed: 25, 2021,] [added: 31, 2022,] under which equity securities are authorized for issuance, aggregated as follows:

| Employee Stock Purchase Plan | | | | | | — | | | | | | — | | | | | | [removed: 11,759,546] [added: 11,715,156] | | |

(a) Includes [removed: 1,168,311] [added: 1,090,389] outstanding stock options, [removed: 480,717] [added: 404,010] unvested restricted stock units and [removed: 42,702] [added: 45,072] restricted stock units which have vested but the receipt of which have been deferred by the recipient, and [removed: 187,018] [added: 155,599] unvested performance-based restricted share units.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| Stock Incentive Plans | | | | | | 1,695,070 | | | (a) | | | $ | 112.18 | | (b) | | | 9,158,990 | | |

| Total | | | | | | 1,695,070 | | | | | | $ | 112.18 | | | | | 20,874,146 | | |

[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 | | |

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 11, [removed: 2022,] [added: 2023,] 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 11, [removed: 2022,] [added: 2023,] is incorporated herein by reference.

See Consolidated Financial Statements under Item 8 on pages 44 through [removed: 74] [added: 76] of this Form 10-K.

The exhibits listed in the Index to Exhibits, which appears on pages [removed: 78] [added: 80] through [removed: 81] [added: 84] of this Form 10-K, are incorporated herein by reference or filed as part of this Form 10-K.

| Date: | | | February [removed: 17, 2022] [added: 23, 2023] | | | 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: 17, 2022] [added: 23, 2023] | | |

| /s/ Harry A. Lawton III Harry A. Lawton III | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Cynthia T. Jamison Cynthia T. Jamison | | | Chairman of the Board | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Joy Brown Joy Brown | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Ricardo Cardenas Ricardo Cardenas | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Denise L. Jackson Denise L. Jackson | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Ramkumar Krishnan Ramkumar Krishnan | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Edna K. Morris Edna K. Morris | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| /s/ Mark J. Weikel Mark [removed: J.Weikel] [added: J. Weikel] | | | Director | | | | | | February [removed: 17, 2022] [added: 23, 2023] | | |

| [removed: 1.1] [added: 4.3] | | | [removed: [Underwriting Agreement,] [added: [Indenture,] dated [added: as of] October [removed: 27,] [added: 30,] 2020, by and [removed: among the Company, Goldman Sachs & Co. LLC] [added: between Tractor Supply Company] and [removed: Wells Fargo Securities, LLC,] [added: Regions Bank,] as [removed: representatives of the several underwriters named therein] [added: trustee] (filed as Exhibit [removed: 1.1] [added: 4.1] to Registrant’s Current Report on Form 8-K, filed with the Commission on October [removed: 28, 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520279209/d29870dex11.htm) [and] [added: 30, 2020, and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520279209/d29870dex11.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex41.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,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000184/restatedcertificateofi.htm) [and] [added: 2020, and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000184/restatedcertificateofi.htm) | | | | | |

| 3.2 | | | [removed: [Fifth Amended] [added: [Six](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex31sixthamendedandrestate.htm)[th](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex31sixthamendedandrestate.htm) [Amended] and Restated [removed: By-laws, as amended (filed] [added: By-laws](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex31sixthamendedandrestate.htm) [](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex31sixthamendedandrestate.htm)[(filed] as Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on [removed: May 7, 2020,](http://www.sec.gov/Archives/edgar/data/916365/000091636520000107/ex31-fifthamendedandre.htm) [and] [added: November 3, 2022, and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636520000107/ex31-fifthamendedandre.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex31sixthamendedandrestate.htm)] | | | | | |

| [removed: 4.3] [added: 4.4] | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of October 30, 2020, by and between Tractor Supply Company and Regions Bank, as trustee (filed as Exhibit [removed: 4.1] [added: 4.2] to Registrant’s Current Report on Form 8-K, filed with the Commission on October 30, [removed: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex41.htm) [and] [added: 2020, and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm)] | | | | | |

| [removed: 4.4] [added: 4.5] | | | [removed: [First Supplemental Indenture, dated as] [added: [Form] of [removed: October 30, 2020, by and between Tractor Supply Company and Regions Bank, as trustee] [added: 1.750% Note due 2030] (filed as Exhibit [removed: 4.2] [added: 4.3] to Registrant’s Current Report on Form 8-K, filed with the Commission on October 30, [removed: 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm) [and] [added: 2020, and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm)] [added: reference)(included in Exhibit 4.4).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm)] | | | | | |

| [removed: 4.5] [added: 10.11] | | | [removed: [Form of 1.750% Note due 2030] [added: [Tractor Supply Company 2006 Stock Incentive Plan] (filed as Exhibit [removed: 4.3] [added: 99.1] to [added: the] Registrant’s Current Report on Form [removed: 8-K,] [added: 8-K] filed with the Commission on [removed: October 30, 2020,](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm) [and] [added: April 27, 2006, and] incorporated herein by [removed: reference)(included in Exhibit 4.4).](http://www.sec.gov/Archives/edgar/data/916365/000119312520282282/d63980dex42.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000129993306002914/exhibit1.htm)] | | | | | |

| 4.6* | | | [Description of Registrant's Securities Registered Pursuant to Section 12 of the Exchange Act of [removed: 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)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/916365/000091636523000045/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,](http://www.sec.gov/Archives/edgar/data/916365/000118811204000294/tex10_53-1784b.txt) [and] [added: 2004, 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,](http://www.sec.gov/Archives/edgar/data/916365/000095014401003865/g67748ex10-57.txt) [and] [added: 2001, 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,](http://www.sec.gov/Archives/edgar/data/916365/000095014402005220/g76225ex10-58.txt) [and] [added: 2002, 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,](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-39.txt) [and] [added: 2007, 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,](http://www.sec.gov/Archives/edgar/data/916365/000136231008001146/c72557exv10w45.htm) [incorporated] [added: 2008, incorporated] herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231008001146/c72557exv10w45.htm) | | | | | |

| [removed: 10.11] [added: 10.14] | | | [Tractor Supply Company [removed: 2006] [added: 2009] Stock Incentive Plan (filed as Exhibit 99.1 to [removed: the] Registrant’s Current Report on Form [removed: 8-K] [added: 8-K,] filed with the Commission on April [removed: 27, 2006,](http://www.sec.gov/Archives/edgar/data/916365/000129993306002914/exhibit1.htm) [and] [added: 14, 2009, and] incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000129993306002914/exhibit1.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095014409003170/g18571exv99w1.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,](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-38.txt) [and] [added: 2007, 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,](http://www.sec.gov/Archives/edgar/data/916365/000136231009002757/c81596exv10w41.htm) [and] [added: 2009, and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231009002757/c81596exv10w41.htm) | | | | | |

| [removed: 10.14] [added: 10.15] | | | [removed: [Tractor] [added: [Form of Incentive Stock Option Agreement under the Tractor] Supply Company 2009 Stock Incentive Plan (filed as Exhibit [removed: 99.1] [added: 10.44] to Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed with the Commission on [removed: April 14, 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095014409003170/g18571exv99w1.htm) [and] [added: August 4, 2009, and] incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095014409003170/g18571exv99w1.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w44.htm)] | | | | | |

| [removed: 10.15] [added: 10.17] | | | [Form of [removed: Incentive] [added: Nonqualified] Stock Option Agreement under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit [removed: 10.44] [added: 10.46] to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 4, [removed: 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w44.htm) [and] [added: 2009, and] incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w44.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w46.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,](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w45.htm) [and] [added: 2009, and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w45.htm) | | | | | |

| [removed: 10.17] [added: 10.27] | | | [Form of Nonqualified Stock Option Agreement under the Tractor Supply Company [removed: 2009 Stock] [added: 2018 Omnibus] Incentive Plan (filed as Exhibit [removed: 10.46] [added: 10.2] to [added: the] Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August [removed: 4, 2009,](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w46.htm) [and] [added: 9, 2018, and] incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w46.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex102formofnonqua.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,](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w48.htm) [and] [added: 2009, 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,](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w49.htm) [and] [added: 2009, 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,](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w50.htm) [and] [added: 2009, 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](http://www.sec.gov/Archives/edgar/data/916365/000091636511000030/ex10_42.htm)[,] [added: 2011,] and incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636511000030/ex10_42.htm) | | | | | |

| 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,](http://www.sec.gov/Archives/edgar/data/916365/000091636515000042/a201410-kex1034.htm) [and] [added: 2015, and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636515000042/a201410-kex1034.htm) | | | | | |

| 10.23 | | | [Note Purchase and Private Shelf Agreement, dated August 14, 2017, by and among Tractor Supply Company, PGIM, Inc. (“Prudential”) and certain of its affiliates (the “Prudential Affiliates”) party thereto (filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on August 16, [removed: 2017,](http://www.sec.gov/Archives/edgar/data/916365/000091636517000094/exhibit101notepurchaseandp.htm) [and] [added: 2017, and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/916365/000091636517000094/exhibit101notepurchaseandp.htm) | | | | | |

| 10.24 | | | [Form of Performance Share Unit Agreement for Officers under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 22, [removed: 2018,](http://www.sec.gov/Archives/edgar/data/916365/000091636518000031/a201710-kex1033performance.htm) [and] [added: 2018, and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000031/a201710-kex1033performance.htm) | | | | | |

| 10.25 | | | [Form of Performance Share Unit Agreement for the Chief Executive Officer under the Tractor Supply Company 2009 Stock Incentive Plan (filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 22, [removed: 2018,](http://www.sec.gov/Archives/edgar/data/916365/000091636518000031/a201710-kex1034performance.htm) [and] [added: 2018, and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000031/a201710-kex1034performance.htm) | | | | | |

| 10.26 | | | [Tractor Supply Company 2018 Omnibus Incentive Plan (filed as Exhibit A to Registrant’s Proxy Statement on Schedule 14A for Registrant’s Annual Meeting of Shareholders held on May 10, 2018, filed with the Commission on March 27, [removed: 2018,](http://www.sec.gov/Archives/edgar/data/916365/000091636518000036/a2018proxy-def14a.htm) [and] [added: 2018, and] incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000036/a2018proxy-def14a.htm) | | | | | |

| [removed: 10.27] [added: 10.28] | | | [Form of [removed: Nonqualified Stock Option] [added: Restricted Share Unit] Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (filed as Exhibit [removed: 10.2] [added: 10.3] to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 9, [removed: 2018,](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex102formofnonqua.htm) [and] [added: 2018, and] incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex102formofnonqua.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex103formofrestri.htm)] | | | | | |

| [removed: 10.28] [added: 10.29] | | | [Form of [removed: Restricted] [added: Performance] Share Unit Agreement [added: for Officers] under the Tractor Supply Company 2018 Omnibus Incentive Plan (filed as Exhibit [removed: 10.3] [added: 10.4] to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 9, [removed: 2018,](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex103formofrestri.htm) [and] [added: 2018, and] incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex103formofrestri.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex104formofperfor.htm)] | | | | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| /s/ Andre J. Hawaux Andre J. Hawaux | | | Director | | | | | | February 23, 2023 | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| 10.39 | | | [Form of Restricted Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 20, 2020, and incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636520000050/a201910-kex1049.htm) | | | | | |

| 10.42 | | | [Form on Nonqualified Stock Option Agreement for Petsense Employees under the Tractor Supply Company 2018 Omnibus Incentive Plan (filed as Exhibit 10.61 to the Registrant's Annual Report on Form 10-K, filed with the Commission on February 18, 2021, and incorporated herein by reference).+](https://www.sec.gov/Archives/edgar/data/916365/000091636521000052/ex1061nonqualifiedstockopt.htm) | | | | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| 10.47 | | | [Form of Restricted Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1046-restrictedshareunit.htm) [](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1046-restrictedshareunit.htm)[(filed as Exhibit 10.4](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1046-restrictedshareunit.htm)[6](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1046-restrictedshareunit.htm) [to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 17, 2022)](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1046-restrictedshareunit.htm)[. +](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1046-restrictedshareunit.htm) | | | | | |

| 10.48 | | | [Form of Performance Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1047-performanceshareuni.htm) [](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1047-performanceshareuni.htm)[(filed as Exhibit 10.4](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1047-performanceshareuni.htm)[7](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1047-performanceshareuni.htm) [to Registrant’s Annual Report on Form 10-K, filed with the Commission on February 17, 2022). +](https://www.sec.gov/Archives/edgar/data/916365/000091636522000049/ex1047-performanceshareuni.htm) | | | | | |

| 10.53 | | | [Third Amendment to Note Purchase and Private Shelf Agreement, dated September 30, 2022, by and among Tractor Supply Company, PGIM, Inc. and the other noteholders (filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed with the Commission on October 5, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636522000097/ex102amendmenttonotepurcha.htm) | | | | | |

| 10.55 | | | [Fourth Amendment to Note Purchase and Private Shelf Agreement, dated November 2, 2022, by and among Tractor Supply Company, PGIM, Inc. and the other noteholders (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 3, 2022, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex103fourthamendmenttonote.htm) | | | | | |

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| 10.56 | | | [Form of Omnibus Amendment to Non-Qualified Stock Option Grant Agreements (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 3, 2022, and incorporated herein by reference).+](https://www.sec.gov/Archives/edgar/data/916365/000091636522000112/ex104omnibusamendmenttonon.htm) | | | | | |

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| | | | | | | | | |

| 10.58 | | | [Amended and Restated Change in Control Agreement, dated February 9, 2023 by and between Tractor Supply Company and Harry A. Lawton III (filed as Exhibit 10.2 to Current Report on Form 8-K, filed with the Commission on February 9, 2023, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit102archangeincontro.htm) | | | | | |

| | | | | | | | | |

| 10.59 | | | [Form of Amended and Restated Change in Control Agreement, dated as February 9, 2023 (filed as Exhibit 10.3 to Current Report on Form 8-K, filed with the Commission on February 9, 2023, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit103archangeincontro.htm) | | | | | |

| | | | | | | | | |

| 10.60 | | | [Amended and Restated Performance Share Unit Agreement for](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit104psuawardagreemen.htm) [CEO](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit104psuawardagreemen.htm) [Grant Made in 2022, dated as of February 9, 2023 (filed as Exhibit 10.4 to Current Report on Form 8-K, filed with the Commission on February 9, 2023, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit104psuawardagreemen.htm) | | | | | |

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| 10.61 | | | [Amended and Restated Performance Share Unit Agreement for](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit105psuawardagreemen.htm) [CEO](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit105psuawardagreemen.htm) [Grant Made in 2021, dated as of February 9, 2023 (filed as Exhibit 10.5 to Current Report on Form 8-K, filed with the Commission on February 9, 2023, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636523000037/exhibit105psuawardagreemen.htm) | | | | | |

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| 10.63* | | | [Form of Performance Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (CEO).+](https://www.sec.gov/Archives/edgar/data/916365/000091636523000045/ex1063-psuawardagreementceo.htm) | | | | | |

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[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

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Furnished herewith

[Index](#ia0680a7a640346e7afc1f53a5745d231_7)

| /s/ Thomas A. Kingsbury Thomas A. Kingsbury | | | Director | | | | | | February 17, 2022 | | |