Tractor Supply (TSCO) 10-K risk factor changes: FY2023 vs FY2022

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

Therefore, we may not be able to sustain or increase our comparable store sales in fiscal [removed: 2023] [added: 2024] and beyond.

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

We may, from time to time, acquire businesses we believe to be complementary to our business, for example, the acquisition of Orscheln Farm and [removed: Home.][added: Home in 2022.]

Weather conditions affect the demand for, [added: timing of demand for,] and in some cases the supply of, products, which in turn has an impact on prices.

These changes over time could affect, for example, [added: consumer behavior and preferences,] 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 [added: or our customers] require.

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, [added: inflation/deflation,] higher tax rates, higher fuel and energy costs, higher labor and healthcare costs, the impact of natural disasters or acts of terrorism, general health epidemics (such as COVID-19), and other matters could reduce consumer spending or cause consumers to shift their spending to competitors.

Technology, Data Security, [added: Cybersecurity,] Business Continuity and Disaster Recovery Risks

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 [added: 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.]

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

We 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.

Disruptions, failures, or other performance issues with these customer-facing technology [added: systems, including any artificial intelligence or machine learning] systems [added: we use now or may use in the future,] could impair the benefits that they provide to our in-store and online business and negatively affect our relationship with our customers.

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

As of December [removed: 31, 2022,] [added: 30, 2023,] our total outstanding consolidated debt was approximately [removed: $1.16] [added: $1.73] billion.

*Our credit facilities, the indenture related to our 1.75% Senior Notes, [added: 5.25% Senior Notes,] and other debt instruments have restrictive covenants and change of control provisions that could limit our financial and business flexibility.*

Our credit agreement governing our senior credit facilities and our note purchase and private shelf agreement governing our senior unsecured notes due August 14, 2029 (the “2029 notes”) each contain financial, operative and other restrictive covenants in addition to the restrictive covenants contained in the [removed: indenture] [added: indentures] governing our 1.75% Senior Notes [added: and 5.25% Senior Notes] (as defined in the Notes to the Consolidated Financial Statements).

In addition, upon certain events constituting a change of control, as that term is defined in the indenture for our 1.75% Senior [removed: Notes] [added: Notes, 5.25% Senior Notes,] and in our note purchase and private shelf agreement for our 2029 notes, we are required to make an offer in cash to repurchase all or any part of each holder's 1.75% Senior Notes [added: as well as 5.25% Senior Notes] at a repurchase price equal to 101% of the principal thereof, plus accrued interest, and to prepay all of each holder’s 2029 notes at a prepayment price equal to 100% of the principal thereof, plus accrued interest.

Our failure to offer to repurchase [added: the] 1.75% Senior Notes and [added: the 5.25% Senior Notes and] prepay 2029 notes, or to repurchase and prepay, as applicable, notes tendered, following a change of control will result in a default under the indentures for our 1.75% Senior [removed: Notes] [added: Notes, 5.25% Senior Notes,] and the note purchase and private shelf agreement for our 2029 notes, which could lead to a cross-default under our credit agreement for our senior credit facilities.

As of December [removed: 31, 2022,] [added: 30, 2023,] the Company had remaining authorization under the share repurchase program of [removed: $1.65] [added: $1.05] billion, exclusive of any fees, commissions or other expenses.

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

[added: 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 also be subject to additional and more complex reporting requirements in the future.

For example, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on companies doing business in California.

The SEC has included in its regulatory agenda potential rulemaking on climate change disclosures that, if adopted, could significantly increase compliance burdens and associated regulatory costs and complexity.

Additionally, we could suffer adverse reputational impacts if we are not able to respond to any new regulatory or market changes in a timely fashion, on the same timeline as our peers, or at all.

Certain of these risks, such as risks arising from political volatility, may be enhanced in 2024 and other election years.

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While we have enhanced our cybersecurity processes and procedures in response to the general cybersecurity threat environment in recent years, we are not aware of any discrete cybersecurity threat, including as a result of any previous cybersecurity incidents, that has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

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[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

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

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.

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

The authorized amount reflects a $2.00 billion increase to the share repurchase program which was approved by our Board of Directors on January 26, 2022.

Our results could be

*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: 31, 2022] [added: 30, 2023] (our fiscal years [removed: 2022] [added: 2023] and [removed: 2021).][added: 2022).]

For a comparison of our results of operations for fiscal year December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] 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: 25, 2021,] [added: 31, 2022,] filed with the SEC on February [removed: 17, 2022.][added: 23, 2023.]

As of December [removed: 31, 2022,] [added: 30, 2023,] we operated [removed: 2,333] [added: 2,414] retail stores in 49 states under the names *Tractor Supply [removed: Company,*] [added: Company* and] *Petsense by Tractor [removed: Supply, and Orscheln Farm and Home.*] [added: Supply.*] Our stores are located primarily in towns outlying major metropolitan markets and in rural communities.

[removed: - Hardware, truck, towing, and tool products;][added: | Truck, Tool, & Hardware | | | | | | 16 | | | | | | 16 | | |]

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

Over the past five years, we have experienced considerable growth in stores, growing from [removed: 1,853] [added: 1,940] stores at the end of fiscal [removed: 2017] [added: 2018] to [removed: 2,333] [added: 2,414] stores [removed: (2,066] [added: (2,216] Tractor Supply retail [removed: stores, 186] [added: stores and 198] Petsense by Tractor Supply retail [removed: stores, and 81 Orscheln Farm and Home retail] stores) at the end of fiscal [removed: 2022,] [added: 2023,] and in net sales, with a compounded annual growth rate of approximately [removed: 14.4%.][added: 13.0%.]

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

[removed: In October 2022, we] [added: We also] acquired 81 [removed: stores from] Orscheln Farm and Home [removed: that will be] [added: stores in eight states, which were all] rebranded [removed: to] [added: as] Tractor Supply [removed: by] [added: stores as of] the end of [added: fiscal] 2023.

[removed: We also acquired 81] [added: | *Tractor Supply (including] Orscheln Farm and Home [removed: stores in eight states.][added: stores)* | | | | | | | | | | | | | | |]

In fiscal [removed: 2021,] [added: 2023,] we opened [removed: 80] [added: 70] new Tractor Supply stores in [removed: 27] [added: 28] states and [removed: seven] [added: 13] new Petsense by Tractor Supply stores in [removed: four] [added: nine] states.

This resulted in a selling square footage increase of approximately [removed: 11%] [added: 3%] in fiscal [removed: 2022] [added: 2023] and [removed: 4%] [added: 11%] in fiscal [removed: 2021.][added: 2022.]

Net sales increased [removed: 11.6%] [added: 2.5%] to [removed: $14.20] [added: $14.56] billion in fiscal [removed: 2022] [added: 2023] from [removed: $12.73] [added: $14.20] billion in fiscal [removed: 2021.][added: 2022.]

The [removed: fiscal] [added: prior] year included an extra sales week as part of the [removed: Company's] [added: Company’s] 53-week calendar in 2022, which [removed: represented 1.8 percentage points of] [added: negatively impacted] the [removed: 11.6%] [added: overall] sales [removed: growth.][added: increase by approximately 1.6 percentage points.]

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

Gross profit increased [removed: 11.1%] [added: 5.1%] to [removed: $4.97] [added: $5.23] billion in fiscal [removed: 2022] [added: 2023] from [removed: $4.48] [added: $4.97] billion in fiscal [removed: 2021,] [added: 2022,] and gross margin [removed: decreased 17] [added: increased 92] basis points to [removed: 35.0%] [added: 35.9%] of net sales in fiscal [removed: 2022] [added: 2023] from [removed: 35.2%] [added: 35.0%] of net sales in fiscal [removed: 2021.][added: 2022.]

Operating income [removed: decreased 16] [added: increased 6] basis points to [removed: 10.1%] [added: 10.2%] of net sales in fiscal [removed: 2022] [added: 2023] from [removed: 10.3%] [added: 10.1%] of net sales in fiscal [removed: 2021.][added: 2022.]

For fiscal [removed: 2022,] [added: 2023,] net income was [removed: $1.09] [added: $1.11] billion, or [removed: $9.71] [added: $10.09] per diluted share, compared to [removed: $997.1 million,] [added: $1.09 billion,] or [removed: $8.61] [added: $9.71] per diluted share, in fiscal [removed: 2021.][added: 2022.]

We ended fiscal [removed: 2022] [added: 2023] with [removed: $202.5] [added: $397.1] million in cash and cash equivalents and outstanding [added: long-term] debt of [removed: $1.16] [added: $1.73] billion, after returning [removed: $1.11] [added: $1.05] billion to our stockholders through stock repurchases and quarterly cash dividends.

A 10% change in our inventory impairment reserve as of December [removed: 31, 2022,] [added: 30, 2023,] would have affected net income by approximately [removed: $1.8] [added: $2.7] million in fiscal [removed: 2022.][added: 2023.]

A 10% change in our shrinkage reserve as of December [removed: 31, 2022,] [added: 30, 2023,] would have affected net income by approximately [removed: $4.8] [added: $4.9] million in fiscal [removed: 2022.][added: 2023.]

We do not believe there is a significant collectability risk related to vendor funding amounts due to us at the end of fiscal [removed: 2022.][added: 2023.]

If a 10% reserve had been applied against our outstanding vendor funding due as of December [removed: 31, 2022,] [added: 30, 2023,] net income would have been affected by approximately [removed: $2.6] [added: $3.5] million in fiscal [removed: 2022.][added: 2023.]

A 10% change in our self-insurance reserves as of December [removed: 31, 2022,] [added: 30, 2023,] would have affected net income by approximately [removed: $9.8] [added: $10.7] million in fiscal [removed: 2022.][added: 2023.]

There were no significant long-lived assets impairment charges recognized in fiscal [removed: 2022.][added: 2023.]

There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal [removed: 2022.][added: 2023.]

| Cost of merchandise sold (a) | | | [removed: 65.00] [added: 64.08] | | | | | | [removed: 64.83] [added: 65.00] | | | | | | | | |

| Gross margin (a) | | | [removed: 35.00] [added: 35.92] | | | | | | [removed: 35.17] [added: 35.00] | | | | | | | | |

| Selling, general and administrative expenses (a) | | | [removed: 22.48] [added: 23.06] | | | | | | [removed: 22.78] [added: 22.48] | | | | | | | | |

| Depreciation and amortization | | | [removed: 2.42] [added: 2.70] | | | | | | [removed: 2.12] [added: 2.42] | | | | | | | | |

| Operating income | | | [removed: 10.10] [added: 10.16] | | | | | | [removed: 10.26] [added: 10.10] | | | | | | | | |

| Interest expense, net | | | [removed: 0.22] [added: 0.32] | | | | | | [removed: 0.21] [added: 0.22] | | | | | | | | |

| Income before income taxes | | | [removed: 9.88] [added: 9.84] | | | | | | [removed: 10.05] [added: 9.88] | | | | | | | | |

| Income tax expense | | | [removed: 2.22] [added: 2.23] | | | | | | 2.22 | | | | | | | | |

| Net income | | | [removed: 7.66] [added: 7.61] | | % | | | | [removed: 7.83] [added: 7.66] | | % | | | | | | |

The [removed: fiscal year] [added: prior year’s fourth quarter] included an extra sales week as part of the [removed: Company's] [added: Company’s] 53-week [removed: fiscal] calendar in 2022, which [removed: represented 1.8 percentage points of] [added: negatively impacted] the [removed: 11.6%] [added: overall] sales [removed: growth.][added: increase by approximately 1.6 percentage points.]

Comparable store sales [removed: increased 6.3% to $13.80 billion] [added: were even in fiscal 2023] versus a [removed: 16.9%] [added: 6.3%] increase in fiscal [removed: 2021.][added: 2022.]

The comparable store average transaction value increased [removed: 6.9%] [added: 0.4%] and comparable store average transaction count decreased [removed: 0.6%] [added: 0.4%] for fiscal [removed: 2022,] [added: 2023,] as compared to an increase of [removed: 9.8%] [added: 6.9%] and [removed: 7.1%] [added: decrease of 0.6%] in fiscal [removed: 2021,] [added: 2022,] respectively.

[removed: In addition to comparable store sales growth in fiscal 2022, sales] [added: Sales] from stores opened less than one [removed: year] [added: year, including $80.0 million related to the acquisition of Orscheln Farm and Home,] were $396.2 million in fiscal 2022, which represented 3.1 percentage points of the 11.6% increase over fiscal 2021 net sales.

Sales from stores opened less than one year [added: and stores from the Orscheln acquisition] were [removed: $324.6] [added: $652.8] million in fiscal [removed: 2021,] [added: 2023,] which [removed: represented 3.1] [added: contributed a net 4.1] percentage points of the [removed: 19.9%] [added: 2.5%] increase over fiscal [removed: 2020] [added: 2022] net sales.

- Livestock, Equine & Agriculture: livestock and equine feed & equipment, poultry, fencing, and sprayers & chemicals;

*•*Companion Animal: food, treats and equipment for dogs, cats, and other small animals as well as dog wellness;

*•*Seasonal & Recreation: tractor & rider, lawn & garden, bird feeding, power equipment, and other recreational products;

- Clothing, Gift, & Décor: clothing, footwear, toys, snacks, and decorative merchandise.

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An Orscheln store will be considered a comparable store one year after its point-of-sale system conversion.

Fiscal 2023 includes 52 weeks and fiscal 2022 includes 53 weeks.

For our calculation of comparable store sales in fiscal 2023, we compare weeks 1 through 52 in fiscal 2023 against weeks 2 through 53 in fiscal 2022.

Comparable store sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with U.S. GAAP.

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| | | | 2023 | | | | | | 2022 | | | | | | | | |

Fiscal 2023 Compared to Fiscal 2022

Net sales increased 2.5% to $14.56 billion in fiscal 2023 from $14.20 billion in fiscal 2022.

Comparable store sales were even with prior year and represented $13.89 billion in sales.

Comparable store sales performance reflects continued strength in core year-round merchandise, including consumable, usable and edible (“C.U.E.”) products which significantly outpaced the chain average.

This performance largely offset declines in demand for seasonal goods and big-ticket items.

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| Livestock, Equine & Agriculture | | | | | | 27 | | % | | | | 28 | | % |

| Companion Animal | | | | | | 25 | | | | | | 23 | | |

| Seasonal & Recreation | | | | | | 22 | | | | | | 22 | | |

| Clothing, Gift, & Décor | | | | | | 10 | | | | | | 11 | | |

Gross margin continued to benefit from the Company’s ongoing execution of an everyday low price strategy, complemented by the use of its Neighbor’s Club loyalty program.

The gross margin rate increase was attributable to ongoing lower transportation costs and disciplined product cost management, modestly offset by negative product mix.

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

- Seasonal products, including heating, lawn and garden items, power equipment, gifts, and toys;

- Work/recreational clothing and footwear; and

- Maintenance products for agricultural and rural use.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

additional opportunities for new Tractor Supply stores.

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

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

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.

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| *Tractor Supply* | | | | | | | | | | | | | | |

| End of period | | | | | | 2,066 | | | | | | 2,003 | | |

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

| Livestock and Pet | | | | | | 50 | | % | | | | 47 | | % |

| Seasonal, Gift and Toy Products | | | | | | 21 | | | | | | 21 | | |

| Clothing and Footwear | | | | | | 7 | | | | | | 8 | | |

| Agriculture | | | | | | 3 | | | | | | 3 | | |

The decrease in gross margin as a percent of net sales was primarily driven by higher product cost inflation, higher transportation costs, and, to a lesser extent, product mix shift towards C.U.E. products, which run at a slightly lower margin rate.

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

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.

Fiscal 2021 Compared to Fiscal 2020

Working Capital

At December 31, 2022, the Company had working capital of $781.6 million, which decreased $404.0 million from fiscal 2021.

The shifts in working capital were attributable to changes in the following components of current assets and current liabilities (in millions):

| Current assets: | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 202.5 | | | | | $ | 878.0 | | | | | $ | (675.5) | |

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

| Income taxes receivable | | | — | | | | | | 17.1 | | | | | | (17.1) | | |

| Total current assets | | | 3,157.8 | | | | | | 3,250.4 | | | | | | (92.6) | | |

| Current liabilities: | | | | | | | | | | | | | | | | | |

| Accounts payable | | | 1,398.3 | | | | | | 1,155.6 | | | | | | 242.7 | | |

| Accrued employee compensation | | | 120.3 | | | | | | 109.6 | | | | | | 10.7 | | |

[removed: We use an interest rate swap to] manage our exposure to the impact of interest rate changes.

[removed: At December 31, 2022, we had $378.0 million] [added: The] outstanding [added: amount] under the 2022 Senior Credit [removed: Facility, of which $200.0 million] [added: Facility] was [added: mostly] hedged by [removed: the] [added: our] interest rate [removed: swap.][added: swap during fiscal 2023.]

We use an interest rate swap to

| | | | | | | | | |

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

| | | |  | | | 40 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| | | | | | | | | |

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

| | | |  | | | 41 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

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

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

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

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

At December [removed: 31, 2022,] [added: 30, 2023,] we operated [removed: 2,333] [added: 2,414] retail stores in 49 states [removed: (2,066] [added: (2,216] Tractor Supply retail [removed: stores, 186] [added: stores and 198] Petsense by Tractor Supply retail [removed: stores, and 81 Orscheln Farm and Home retail] stores).

The Company acquired 166 Orscheln stores for approximately [removed: $397.7] [added: $393.4] million, exclusive of cash acquired.

In addition, [removed: Tractor Supply has agreed to sell] the [added: Company sold the] Orscheln corporate headquarters and distribution center to Bomgaars Supply, Inc. for [removed: approximately] $10 million [removed: within 15 months after] [added: in] the [removed: closing] [added: third quarter] of [removed: the acquisition.][added: fiscal 2023.]

[removed: The Company plans to rebrand all] [added: All] Orscheln stores [added: have been rebranded] to Tractor Supply [removed: stores by] [added: as of] the end of fiscal 2023.

[removed: We have identified a specialized market niche: supplying] [added: Supplying] the lifestyle needs of recreational farmers, ranchers, [added: animal] and [added: pet owners, and] all those who enjoy living the rural [removed: lifestyle.][added: lifestyle remains our primary objective.]

Our target customers are home, land, pet, [added: animal] and livestock owners who generally have above average income and below average cost of living.

This customer base includes recreational farmers, ranchers, and all those who enjoy living [removed: the] [added: a] rural [added: inspired] lifestyle.

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

We also offer [removed: delivery in all of our stores, as well as rentable trailers and] store delivery in [removed: the portion] [added: all] of our [added: Tractor Supply] stores [removed: with delivery trucks and trailers, all] to meet our customers' needs.

The [removed: site level] [added: site-level] space is analyzed category by category and reallocated as needed to align with current merchandising strategies and to drive space productivity.

With this investment, the Side Lot space is leveraged to offer a wider product offering in the lawn and garden categories and [removed: our] new categories 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 17,000 to [removed: 23,000] [added: 25,000] products per store as well as over [removed: 250,000] [added: 300,000] products online.

No single product accounted for more than 10% of our sales during fiscal [removed: 2022.][added: 2023.]

[removed: - Hardware, truck, towing, and tool products;][added: | Truck, Tool, & Hardware | | | 16 | | | | | | 16 | | | | | | 18 | | |]

The following table indicates the percentage of net sales represented by each of our major product categories during fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020:][added: 2021:]

| Product Category: | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

[removed: | Hardware, Tools] [added: - Truck, Tool, & Hardware: truck accessories, trailers, generators, lubricants, batteries,] and [removed: Truck | | | 19 | | | | | | 21 | | | | | | 21 | | |][added: hardware and tools; and]

We purchase our products from a group of approximately 1,000 vendors, with no one vendor representing more than 10% of our purchases during fiscal [removed: 2022.][added: 2023.]

Approximately 400 core vendors accounted for 90% of our merchandise purchases during fiscal [removed: 2022.][added: 2023.]

[removed: Excluding Orscheln Farm and Home, our] [added: Our] exclusive brands represented approximately [removed: 30% of our total sales in fiscal 2022,] [added: 29%, 30%,] and 29% of our total sales in [removed: each of] fiscal [removed: 2021] [added: 2023, fiscal 2022] and fiscal [removed: 2020.][added: 2021, respectively.]

| [removed: *4health*® (pet foods] [added: *American Farmworks*® (livestock, farm] and [removed: supplies)] [added: ranch] | | | *Producer’s Pride*® (livestock and horse feed and supplies) | | |

| [removed: *American Farmworks*® (livestock, farm] [added: *Bit & Bridle*® (apparel] and [removed: ranch] [added: footwear)] | | | *Red Shed*® (gifts, collectibles, and outdoor furniture) | | |

| [removed: *Bit & Bridle*® (apparel and footwear)] [added: *Blue Mountain*® (apparel)] | | | *Redstone*® (heating products) | | |

| [removed: *Blue Mountain*® (apparel)] [added: *C.E. Schmidt*® (apparel and footwear)] | | | *Retriever*® (pet foods and supplies) | | |

| *Dumor*® (livestock and horse feed and supplies) | | | [removed: *Strive*® (pet foods)] [added: *Traveller*® (truck and automotive products)] | | |

| [removed: *JobSmart*® (tools)] [added: *Groundwork*® (lawn and garden supplies)] | | | *TSC Tractor Supply Co*® (trailers, truck tool [removed: boxes,] [added: boxes] and animal | | |

| [removed: *Paws & Claws*®] [added: *4health*®] (pet foods and supplies) | | | [removed: *Untamed*®] [added: *Paws & Claws*®] (pet [removed: foods)] [added: foods and supplies)] | | |

Our patents (both United States and foreign) have expiration dates ranging from April 2027 to [removed: May 2037] [added: December 2041] 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: 2022,] [added: 2023,] our Tractor Supply stores received approximately [removed: 78%] [added: 81%] of merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.

Our distribution facilities, located in Arizona, Georgia, Indiana, Kentucky, Maryland, Nebraska, New York, [added: Ohio] and Texas represent a total distribution center capacity of [removed: 6.0] [added: approximately 6.6] million 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 [removed: first] [added: second] quarter of 2024.

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

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

Our vendors also provide assistance with product presentation and fixture design, [removed: brochures,] support for in-store events, point-of-purchase materials for customer education, and product knowledge for our team members.

Our focus is on delivering a comprehensive, [removed: seamless] [added: easy] shopping [removed: experience] [added: experience,] offering the conveniences our customers want and [removed: expect.][added: expect by driving a personalized experience by leveraging our Neighbor’s Club Loyalty program.]

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

We will continue to evaluate the use of [added: emerging] technologies to improve productivity such as [removed: artificial intelligence, automation software,] [added: robotics, robotic process automation,] quantum [removed: computing, edge computing,] [added: computing] and other technologies.

We are endeavoring to adhere to quickly evolving industry privacy laws and [removed: standards.][added: standards, as well as governance as it applies to artificial intelligence.]

At December [removed: 31, 2022,] [added: 30, 2023,] we operated a total of [removed: 186] [added: 198] Petsense by Tractor Supply stores in 23 states, [removed: with approximately 700 full-time] and [removed: 900 part-time team members, and] an e-commerce website (*Petsense.com*).

*Target Market*

| | | |  | | | 1 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

informational needs in specific subject areas.

- Livestock, Equine & Agriculture: livestock and equine feed & equipment, poultry, fencing, and sprayers & chemicals;

*•*Companion Animal: food, treats and equipment for dogs, cats, and other small animals as well as dog wellness;

*•*Seasonal & Recreation: tractor & rider, lawn & garden, bird feeding, power equipment, and other recreational products;

- Clothing, Gift, & Décor: clothing, footwear, toys, snacks, and decorative merchandise.

| | | | | | | | | |

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

| | | |  | | | 2 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Livestock, Equine & Agriculture | | | 27 | | % | | | | 28 | | % | | | | 27 | | % |

| Companion Animal | | | 25 | | | | | | 23 | | | | | | 21 | | |

| Seasonal & Recreation | | | 22 | | | | | | 22 | | | | | | 23 | | |

| Clothing, Gift, & Décor | | | 10 | | | | | | 11 | | | | | | 11 | | |

*Note:* *Net sales by major product categories for prior periods have been reclassified to conform to the current year presentation.*

| | | | | | | | | |

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

| | | |  | | | 3 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| *Country Lane*® (grooming preparations, animal | | | *Ridgecut*® (apparel) | | |

| feed and feed supplements) | | | | | |

| *Country Tuff*® (lubricants, fluids and oil treatments) | | | *Strive*® (pet foods) | | |

| *Farm Table*® (pet food and treats) | | | *Treeline*® (hunting gear and accessories) | | |

| *Huskee*® (outdoor power equipment) | | | *Untamed*® (pet foods) | | |

| *JobSmart*® (tools) | | | | | |

| | | | | | | | | |

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

| | | |  | | | 4 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

deliveries.

Additionally, we have training goals to expand our team’s knowledge and understanding of continuous improvement, which is a key pillar in our culture.

| | | | | | | | | |

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

| | | |  | | | 5 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

We offer health insurance for which we share a significant portion of the cost of premiums.

| | | | | | | | | |

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

For Tractor Supply retail locations, we use a standard design for most new built-to-suit locations that includes approximately 15,500 square feet of inside selling space.

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

*Market Niche*

We have seen a 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 (“C.U.E.”) products and seasonal categories.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

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

- Seasonal products, including heating, lawn and garden items, power equipment, gifts, and toys;

- Work/recreational clothing and footwear; and

- Maintenance products for agricultural and rural use.

| Livestock and Pet | | | 50 | | % | | | | 47 | | % | | | | 47 | | % |

| Seasonal, Gift and Toy Products | | | 21 | | | | | | 21 | | | | | | 21 | | |

| Clothing and Footwear | | | 7 | | | | | | 8 | | | | | | 7 | | |

| Agriculture | | | 3 | | | | | | 3 | | | | | | 4 | | |

| *C.E. Schmidt*® (apparel and footwear) | | | *Ridgecut*® (apparel) | | |

| *Groundwork*® (lawn and garden supplies) | | | *Traveller*® (truck and automotive products) | | |

| *Huskee*® (outdoor power equipment) | | | *Treeline*® (hunting gear and accessories) | | |

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.

*Store Personnel and Training*

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

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

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

Through this program, the Company has implemented a number of initiatives designed to reduce our impact on the environment.

We also installed solar arrays at the Store Support Center in Brentwood, Tennessee, and our Tractor Supply store in Hendersonville, Tennessee.

In December 2018, we announced a goal to reduce carbon emissions from our facilities by 25% by 2025 from our 2015 baseline as part of the Company's Stewardship Program.

In December 2020, we announced that we had reached this goal five years early.

On December 15, 2022, we released our 2021 Task Force on Climate-Related Financial Disclosures Report, following the announcement of our goal in September 2021 to reduce our carbon footprint by 20% by 2025 and 50% by 2030 and achieve net zero missions across all operations by 2040.

In the report, we discussed our approach to evaluating and managing climate change risks and identifying opportunities.

We also detailed the next phase of our sustainability journey, including increasing efforts to procure renewable energy, continuing investments in energy efficiency and cleaner technologies, avoiding future emissions through better design of both stores and distribution centers, and refining our Scope 3 emissions through our new supplier engagement program with the intent to reduce value chain emissions.

Additional information can be found in our ESG Tear Sheet and on our website *(TractorSupply.com).* The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.

For a description of the Company's legal proceedings, refer to [Note [removed: 12](#i38696b5cc01146d68b9c6b33327cf890_124)] [added: 12](#id82b30f149f2405b8f3e0025afcf0a27_127)] to the [removed: 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: 31, 2022][added: 30, 2023]

[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 [removed: June 25, 2022,] [added: July 1, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $18.6] [added: $19.8] billion.

| Class | | | | | | Outstanding at January [removed: 28, 2023] [added: 27, 2024] | | |

| Common Stock, $.008 par value | | | | | | [removed: 110,072,658] [added: 107,916,530] | | |

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| [Forward-Looking [removed: Statements](#i38696b5cc01146d68b9c6b33327cf890_10)] [added: Statements](#id82b30f149f2405b8f3e0025afcf0a27_10)] | | | | | | [removed: [ii](#i38696b5cc01146d68b9c6b33327cf890_10)] [added: [ii.](#id82b30f149f2405b8f3e0025afcf0a27_10)] | | |

| [removed: [1A.](#i38696b5cc01146d68b9c6b33327cf890_19)] [added: [1A.](#id82b30f149f2405b8f3e0025afcf0a27_19)] | | | [Risk [removed: Factors](#i38696b5cc01146d68b9c6b33327cf890_19)] [added: Factors](#id82b30f149f2405b8f3e0025afcf0a27_19)] | | | [removed: [12](#i38696b5cc01146d68b9c6b33327cf890_19)] [added: [12](#id82b30f149f2405b8f3e0025afcf0a27_19)] | | |

| [removed: [1B.](#i38696b5cc01146d68b9c6b33327cf890_22)] [added: [1B.](#id82b30f149f2405b8f3e0025afcf0a27_22)] | | | [Unresolved Staff [removed: Comments](#i38696b5cc01146d68b9c6b33327cf890_22)] [added: Comments](#id82b30f149f2405b8f3e0025afcf0a27_22)] | | | [removed: [24](#i38696b5cc01146d68b9c6b33327cf890_22)] [added: [24](#id82b30f149f2405b8f3e0025afcf0a27_22)] | | |

| [removed: [3.](#i38696b5cc01146d68b9c6b33327cf890_28)] [added: [3.](#id82b30f149f2405b8f3e0025afcf0a27_28)] | | | [Legal [removed: Proceedings](#i38696b5cc01146d68b9c6b33327cf890_28)] [added: Proceedings](#id82b30f149f2405b8f3e0025afcf0a27_28)] | | | [removed: [26](#i38696b5cc01146d68b9c6b33327cf890_28)] [added: [27](#id82b30f149f2405b8f3e0025afcf0a27_28)] | | |

| [removed: [4.](#i38696b5cc01146d68b9c6b33327cf890_31)] [added: [4.](#id82b30f149f2405b8f3e0025afcf0a27_31)] | | | [Mine Safety [removed: Disclosures](#i38696b5cc01146d68b9c6b33327cf890_31)] [added: Disclosures](#id82b30f149f2405b8f3e0025afcf0a27_31)] | | | [removed: [26](#i38696b5cc01146d68b9c6b33327cf890_31)] [added: [27](#id82b30f149f2405b8f3e0025afcf0a27_31)] | | |

| [removed: [5.](#i38696b5cc01146d68b9c6b33327cf890_37)] [added: [5.](#id82b30f149f2405b8f3e0025afcf0a27_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i38696b5cc01146d68b9c6b33327cf890_37)] [added: Securities](#id82b30f149f2405b8f3e0025afcf0a27_37)] | | | [removed: [27](#i38696b5cc01146d68b9c6b33327cf890_37)] [added: [28](#id82b30f149f2405b8f3e0025afcf0a27_37)] | | |

| [removed: [7.](#i38696b5cc01146d68b9c6b33327cf890_43)] [added: [7.](#id82b30f149f2405b8f3e0025afcf0a27_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i38696b5cc01146d68b9c6b33327cf890_43)] [added: Operations](#id82b30f149f2405b8f3e0025afcf0a27_43)] | | | [removed: [30](#i38696b5cc01146d68b9c6b33327cf890_43)] [added: [31](#id82b30f149f2405b8f3e0025afcf0a27_43)] | | |

| [removed: [7A.](#i38696b5cc01146d68b9c6b33327cf890_61)] [added: [7A.](#id82b30f149f2405b8f3e0025afcf0a27_61)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i38696b5cc01146d68b9c6b33327cf890_61)] [added: Risk](#id82b30f149f2405b8f3e0025afcf0a27_61)] | | | [removed: [42](#i38696b5cc01146d68b9c6b33327cf890_61)] [added: [40](#id82b30f149f2405b8f3e0025afcf0a27_61)] | | |

| [removed: [8.](#i38696b5cc01146d68b9c6b33327cf890_64)] [added: [8.](#id82b30f149f2405b8f3e0025afcf0a27_64)] | | | [Financial Statements and Supplementary [removed: Data](#i38696b5cc01146d68b9c6b33327cf890_64)] [added: Data](#id82b30f149f2405b8f3e0025afcf0a27_64)] | | | [removed: [43](#i38696b5cc01146d68b9c6b33327cf890_64)] [added: [42](#id82b30f149f2405b8f3e0025afcf0a27_64)] | | |

| [removed: [9.](#i38696b5cc01146d68b9c6b33327cf890_133)] [added: [9.](#id82b30f149f2405b8f3e0025afcf0a27_133)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i38696b5cc01146d68b9c6b33327cf890_133)] [added: Disclosure](#id82b30f149f2405b8f3e0025afcf0a27_133)] | | | [removed: [76](#i38696b5cc01146d68b9c6b33327cf890_133)] [added: [75](#id82b30f149f2405b8f3e0025afcf0a27_133)] | | |

| [removed: [9A.](#i38696b5cc01146d68b9c6b33327cf890_136)] [added: [9A.](#id82b30f149f2405b8f3e0025afcf0a27_136)] | | | [Controls and [removed: Procedures](#i38696b5cc01146d68b9c6b33327cf890_136)] [added: Procedures](#id82b30f149f2405b8f3e0025afcf0a27_136)] | | | [removed: [76](#i38696b5cc01146d68b9c6b33327cf890_136)] [added: [76](#id82b30f149f2405b8f3e0025afcf0a27_136)] | | |

| [removed: [9B.](#i38696b5cc01146d68b9c6b33327cf890_139)] [added: [9B.](#id82b30f149f2405b8f3e0025afcf0a27_139)] | | | [Other [removed: Information](#i38696b5cc01146d68b9c6b33327cf890_139)] [added: Information](#id82b30f149f2405b8f3e0025afcf0a27_139)] | | | [removed: [77](#i38696b5cc01146d68b9c6b33327cf890_139)] [added: [76](#id82b30f149f2405b8f3e0025afcf0a27_139)] | | |

| [removed: [9C.](#i38696b5cc01146d68b9c6b33327cf890_1099511629430)] [added: [9C.](#id82b30f149f2405b8f3e0025afcf0a27_142)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i38696b5cc01146d68b9c6b33327cf890_1099511629430)] [added: Inspections](#id82b30f149f2405b8f3e0025afcf0a27_142)] | | | [removed: [77](#i38696b5cc01146d68b9c6b33327cf890_1099511629430)] [added: [76](#id82b30f149f2405b8f3e0025afcf0a27_142)] | | |

| [removed: [10.](#i38696b5cc01146d68b9c6b33327cf890_145)] [added: [10.](#id82b30f149f2405b8f3e0025afcf0a27_148)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i38696b5cc01146d68b9c6b33327cf890_145)] [added: Governance](#id82b30f149f2405b8f3e0025afcf0a27_148)] | | | [removed: [77](#i38696b5cc01146d68b9c6b33327cf890_145)] [added: [76](#id82b30f149f2405b8f3e0025afcf0a27_148)] | | |

| [removed: [11.](#i38696b5cc01146d68b9c6b33327cf890_148)] [added: [11.](#id82b30f149f2405b8f3e0025afcf0a27_151)] | | | [Executive [removed: Compensation](#i38696b5cc01146d68b9c6b33327cf890_148)] [added: Compensation](#id82b30f149f2405b8f3e0025afcf0a27_151)] | | | [removed: [77](#i38696b5cc01146d68b9c6b33327cf890_148)] [added: [76](#id82b30f149f2405b8f3e0025afcf0a27_151)] | | |

| [removed: [12.](#i38696b5cc01146d68b9c6b33327cf890_151)] [added: [12.](#id82b30f149f2405b8f3e0025afcf0a27_154)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i38696b5cc01146d68b9c6b33327cf890_151)] [added: Matters](#id82b30f149f2405b8f3e0025afcf0a27_154)] | | | [removed: [77](#i38696b5cc01146d68b9c6b33327cf890_151)] [added: [76](#id82b30f149f2405b8f3e0025afcf0a27_154)] | | |

| [removed: [13.](#i38696b5cc01146d68b9c6b33327cf890_154)] [added: [13.](#id82b30f149f2405b8f3e0025afcf0a27_157)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i38696b5cc01146d68b9c6b33327cf890_154)] [added: Independence](#id82b30f149f2405b8f3e0025afcf0a27_157)] | | | [removed: [78](#i38696b5cc01146d68b9c6b33327cf890_154)] [added: [77](#id82b30f149f2405b8f3e0025afcf0a27_157)] | | |

| [removed: [14.](#i38696b5cc01146d68b9c6b33327cf890_157)] [added: [14.](#id82b30f149f2405b8f3e0025afcf0a27_160)] | | | [Principal Accountant Fees and [removed: Services](#i38696b5cc01146d68b9c6b33327cf890_157)] [added: Services](#id82b30f149f2405b8f3e0025afcf0a27_160)] | | | [removed: [78](#i38696b5cc01146d68b9c6b33327cf890_157)] [added: [77](#id82b30f149f2405b8f3e0025afcf0a27_160)] | | |

| [removed: [15.](#i38696b5cc01146d68b9c6b33327cf890_163)] [added: [15.](#id82b30f149f2405b8f3e0025afcf0a27_166)] | | | [Exhibits and Financial Statement [removed: Schedules](#i38696b5cc01146d68b9c6b33327cf890_163)] [added: Schedules](#id82b30f149f2405b8f3e0025afcf0a27_166)] | | | [removed: [78](#i38696b5cc01146d68b9c6b33327cf890_163)] [added: [77](#id82b30f149f2405b8f3e0025afcf0a27_166)] | | |

| [removed: [16.](#i38696b5cc01146d68b9c6b33327cf890_166)] [added: [16.](#id82b30f149f2405b8f3e0025afcf0a27_169)] | | | [Form 10-K [removed: Summary](#i38696b5cc01146d68b9c6b33327cf890_166)] [added: Summary](#id82b30f149f2405b8f3e0025afcf0a27_169)] | | | [removed: [78](#i38696b5cc01146d68b9c6b33327cf890_166)] [added: [78](#id82b30f149f2405b8f3e0025afcf0a27_169)] | | |

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

| | | | TABLE OF CONTENTS | | | | | |

| | | | | | | Page Number | | |

| [PART I](#id82b30f149f2405b8f3e0025afcf0a27_13) | | | | | | [1](#id82b30f149f2405b8f3e0025afcf0a27_13) | | |

| [1.](#id82b30f149f2405b8f3e0025afcf0a27_16) | | | [Business](#id82b30f149f2405b8f3e0025afcf0a27_16) | | | [1](#id82b30f149f2405b8f3e0025afcf0a27_16) | | |

| [1C.](#id82b30f149f2405b8f3e0025afcf0a27_1661) | | | [Cybersecurity](#id82b30f149f2405b8f3e0025afcf0a27_1661) | | | [24](#id82b30f149f2405b8f3e0025afcf0a27_1661) | | |

| [2.](#id82b30f149f2405b8f3e0025afcf0a27_25) | | | [Properties](#id82b30f149f2405b8f3e0025afcf0a27_25) | | | [26](#id82b30f149f2405b8f3e0025afcf0a27_25) | | |

| [PART II](#id82b30f149f2405b8f3e0025afcf0a27_34) | | | | | | [28](#id82b30f149f2405b8f3e0025afcf0a27_34) | | |

| [6.](#id82b30f149f2405b8f3e0025afcf0a27_40) | | | [\[Reserved\]](#id82b30f149f2405b8f3e0025afcf0a27_40) | | | [30](#id82b30f149f2405b8f3e0025afcf0a27_40) | | |

| [PART III](#id82b30f149f2405b8f3e0025afcf0a27_145) | | | | | | [76](#id82b30f149f2405b8f3e0025afcf0a27_145) | | |

| [PART IV](#id82b30f149f2405b8f3e0025afcf0a27_163) | | | | | | [77](#id82b30f149f2405b8f3e0025afcf0a27_163) | | |

i.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

ii.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Item No. | | | | | | Form 10-K Report Page | | |

| [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) | | |

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

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

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

Cybersecurity is among the most critical risks to the Company.

For many activities important to its business, the Company depends on the confidentiality, integrity, and availability of information systems and data, some of which are provided or managed by third parties.

The Company’s Information Security and Privacy teams reduce first and third-party risk by maintaining a proactive security posture aligned with current threats, detecting cybersecurity events and responding quickly, and building procedures to rapidly recover.

These teams are managed by the Vice President, Information Security and Privacy, who reports to the Executive Vice President, Chief Technology, Digital Commerce, and Strategy Officer.

The Company’s cybersecurity leaders have more than 25 years of relevant experience and multiple professional certifications.

On behalf of the Board, the Audit Committee provides oversight of the Company’s management of cybersecurity risk.

The Audit Committee regularly reviews the Company’s cybersecurity risks, incidents, audits, assessments, crisis readiness, awareness activities, and compliance with cybersecurity and privacy laws and regulations.

The Company’s Executive Vice President, Chief Technology, Digital Commerce, and Strategy Officer briefs the Audit Committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen the Company’s defenses against these threats.

Internal and third-party risks are reviewed, monitored, and managed by the Company's Cybersecurity and Privacy teams, audited by an Internal Audit team and various external experts, and tracked within an Enterprise Risk Management framework.

The Company regularly engages third-party experts to assess the effectiveness of its cybersecurity programs.

Biennially, an external independent consultancy team conducts a comprehensive review of the Company's cybersecurity program using the NIST Cybersecurity Framework.

Targeted assessments are conducted regularly by internal and third-party experts to ensure compliance with specific federal and state laws and regulations.

Additionally, the Company is assessed annually by an independent third party for compliance with the PCI-DSS standard, for which the Company receives an attestation of compliance.

| | | | | | | | | |

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

| | | |  | | | 24 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

The Company’s processes for identifying and managing first and third-party risks from cybersecurity threats include:

- Continuous monitoring of the Company’s systems and network for cybersecurity events;

- Regular testing of the Company’s Security Incident Response Plan, Business Continuity plans, and Disaster Recovery plans;

- Required annual security training for team members with access to Company email, as well as tailored training for team members in more sensitive roles.

Periodic testing to ensure the security training is effective.

An external managed security services provider and industry-leading security tools continuously monitor the Company’s systems and network for cybersecurity threats.

The Company’s cybersecurity teams evaluate the escalated threats, and if necessary, take steps to contain and recover from pervasive threats in accordance with the Company’s Security Incident Response Plan.

The plan includes reporting and escalation procedures to inform the Executive Committee, Audit Committee, and full Board, as appropriate to enable them to carry out their oversight responsibilities, and to ensure timely compliance with applicable reporting rules.

The Company’s Business Continuity Management and Disaster Recovery plans include procedures for business recovery and are tested regularly.

The Company’s security awareness program seeks to create a culture of shared responsibility for the security of sensitive data and systems.

This is accomplished through mandatory annual security training for team members with access to Company email as well as tailored training for team members in more sensitive roles.

Periodic testing ensures the training is effective.

In addition, all team members have access to a variety of training materials on security topics through the Company’s training management system.

| | | | | | | | | |

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

| | | |  | | | 25 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[removed: At] [added: As of] December [removed: 31, 2022,] [added: 30, 2023,] the Company operated [removed: 2,333] [added: 2,414] stores in 49 states [removed: (2,066] [added: (2,216] Tractor Supply retail [removed: stores, 186] [added: stores and 198] Petsense by Tractor Supply retail [removed: stores, and 81 Orscheln Farm and Home retail stores).][added: stores.) The Company leases approximately 96% of its stores.]

Approximately [removed: 59%] [added: 60%] of our stores are in freestanding buildings and [removed: 41%] [added: 40%] are located in shopping centers.

| Texas | | | | | | [removed: 245] [added: 253] | | | | | | New Jersey | | | | | | [removed: 29] [added: 30] | | |

| Georgia | | | | | | [removed: 106] [added: 108] | | | | | | Massachusetts | | | | | | 25 | | |

| [removed: Michigan] [added: Ohio] | | | | | | [removed: 98] [added: 103] | | | | | | New Hampshire | | | | | | [removed: 23] [added: 24] | | |

| New York | | | | | | [removed: 97] [added: 98] | | | | | | Colorado | | | | | | 22 | | |

| Missouri | | | | | | [removed: 70] [added: 71] | | | | | | North Dakota | | | | | | 14 | | |

| [removed: Oklahoma] [added: Louisiana] | | | | | | [removed: 60] [added: 62] | | | | | | South Dakota | | | | | | 9 | | |

| South Carolina | | | | | | [removed: 59] [added: 64] | | | | | | [removed: Wyoming] [added: Vermont] | | | | | | [removed: 8] [added: 10] | | |

| Arkansas | | | | | | [removed: 40] [added: 46] | | | | | | Montana | | | | | | [removed: 6] [added: 7] | | |

| New Mexico | | | | | | [removed: 30] [added: 31] | | | | | | [removed: Rhode Island] | | | | | | [removed: 4] | | |

| [removed: West Virginia] [added: North Carolina] | | | | | | [removed: 30] [added: 118] | | | | | | [added: West Virginia] | | | | | | [added: 30] | | |

The following is a list of distribution locations including the approximate square footage and if the location is leased or owned at December [removed: 31, 2022:][added: 30, 2023:]

| Hagerstown, Maryland [removed: (a)] | | | | | | [removed: 621,000] [added: 623,000] | | | | | | Owned | | |

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

| Florida | | | | | | 111 | | | | | | Washington | | | | | | 29 | | |

| Pennsylvania | | | | | | 110 | | | | | | Nebraska | | | | | | 26 | | |

| Tennessee | | | | | | 105 | | | | | | Maryland | | | | | | 25 | | |

| Michigan | | | | | | 102 | | | | | | Maine | | | | | | 23 | | |

| California | | | | | | 82 | | | | | | Iowa | | | | | | 22 | | |

| Virginia | | | | | | 74 | | | | | | Connecticut | | | | | | 21 | | |

| Kentucky | | | | | | 73 | | | | | | Minnesota | | | | | | 17 | | |

| Alabama | | | | | | 72 | | | | | | Utah | | | | | | 16 | | |

| Oklahoma | | | | | | 63 | | | | | | Idaho | | | | | | 10 | | |

| Mississippi | | | | | | 57 | | | | | | Wyoming | | | | | | 8 | | |

| Kansas | | | | | | 43 | | | | | | Nevada | | | | | | 7 | | |

| Arizona | | | | | | 39 | | | | | | Delaware | | | | | | 6 | | |

| Wisconsin | | | | | | 32 | | | | | | Rhode Island | | | | | | 4 | | |

| Illinois | | | | | | 31 | | | | | | Hawaii | | | | | | 2 | | |

| | | | | | | | | | | | | | | | | | | 2,414 | | |

| | | | | | | | | |

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

| | | |  | | | 26 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Navarre, Ohio | | | | | | 898,000 | | | | | | Owned | | |

While the Company believes its properties are suitable and adequate for its current business operations, it remains focused on new store growth in many existing and new markets and regularly evaluates its portfolio to determine if new or different properties would be beneficial to the Company.

The Company leases approximately 95% of its stores.

| 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 | | |

| Kansas | | | | | | 43 | | | | | | Delaware | | | | | | 6 | | |

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

| Wisconsin | | | | | | 30 | | | | | | Hawaii | | | | | | 2 | | |

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

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| Hagerstown, Maryland (a) | | | | | | 309,000 | | | | | | Leased | | |

(a) The leased distribution center in Hagerstown is treated as an extension of the existing owned Hagerstown location and is not considered a separate distribution center.

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.

| | | | | | | | | |

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

| | | |  | | | 27 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

The Company’s common stock trades on the NASDAQ Global Select Market under the [removed: symbol,] [added: symbol] “TSCO.”

As of January [removed: 28, 2023,] [added: 27, 2024,] the number of record holders of our common stock was [removed: 761] [added: 799] (excluding individual participants in nominee security position listings).

We paid cash dividends totaling [removed: $409.6] [added: $449.6] million and [removed: $239.0] [added: $409.6] million in fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

In fiscal [removed: 2022,] [added: 2023,] we declared and paid cash dividends to stockholders of [removed: $3.68] [added: $4.12] per common share outstanding as compared to [removed: $2.08] [added: $3.68] per common share outstanding in fiscal [removed: 2021.][added: 2022.]

These payments reflect an increase in the quarterly dividend to [removed: $0.92] [added: $1.03] in all four quarters of fiscal [removed: 2022] [added: 2023] from [removed: $0.52] [added: $0.92] per share in all four quarters of fiscal [removed: 2021.][added: 2022.]

On February [removed: 8, 2023,] [added: 5, 2024,] the Company’s Board of Directors declared a quarterly cash dividend of [removed: $1.03] [added: $1.10] per share of the Company’s outstanding common stock.

The dividend will be paid on March [removed: 14, 2023,] [added: 12, 2024,] to stockholders of record as of the close of business on February [removed: 27, 2023.][added: 26, 2024.]

As of December [removed: 31, 2022,] [added: 30, 2023,] the Company had remaining authorization under the share repurchase program of [removed: $1.65] [added: $1.05] billion, exclusive of any fees, commissions or other expenses.

Stock purchase activity during fiscal [removed: 2022] [added: 2023] is set forth in the table below:

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Dollar Value of Shares That May Yet [removed: Be Purchased Under] [added: Be Purchased Under] the Plans or Programs [added: (b)] | | |

(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: 121,067] [added: 94,246] during the first quarter, [removed: 6,163] [added: 6,913] during the second quarter, [removed: 3,705] [added: 3,926] during the third quarter, and [removed: 1,004] [added: 1,188] during the fourth quarter.

The following graph compares the cumulative total stockholder return on our common stock from December [removed: 30, 2017] [added: 29, 2018] to December [removed: 31, 2022] [added: 30, 2023] (the Company’s fiscal [removed: year-end),] [added: year-ends),] 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: 30, 2017,] [added: 29, 2018,] in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.

[removed: ][added: | | | |  | | | 28 | | |]

| | | | | | | [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] | | | | | | [removed: 12/31/2022] [added: 12/30/2023] | | |

| First Quarter (a) | | | | | | 960,281 | | | | | | $ | 227.86 | | | | | 866,035 | | | | | | $ | 1,447,856,988 | |

| Second Quarter (a) | | | | | | 699,018 | | | | | | $ | 222.33 | | | | | 692,105 | | | | | | $ | 1,293,928,890 | |

| Third Quarter (a) | | | | | | 635,426 | | | | | | $ | 214.53 | | | | | 631,500 | | | | | | $ | 1,158,515,154 | |

| 10/1/23 - 10/28/23 | | | | | | 372,274 | | | | | | $ | 201.46 | | | | | 372,274 | | | | | | $ | 1,083,522,779 | |

| 10/29/23 - 11/25/23 | | | | | | 29,083 | | | | | | $ | 199.13 | | | | | 28,000 | | | | | | $ | 1,077,940,375 | |

| 11/26/23 - 12/30/23 | | | | | | 141,824 | | | | | | $ | 210.73 | | | | | 141,719 | | | | | | $ | 1,048,077,420 | |

| | | | | | | 543,181 | | | | | | $ | 203.76 | | | | | 541,993 | | | | | | $ | 1,048,077,420 | |

| As of and for the year ended December 30, 2023 | | | | | | 2,837,906 | | | | | | $ | 218.90 | | | | | 2,731,633 | | | | | | $ | 1,048,077,420 | |

| | | | | | | | | |

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

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

(b) Excludes excise taxes incurred on share repurchases.

| | | | | | | | | |

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

| | | |  | | | 29 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)


| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 112.46 | | | | | $ | 181.20 | | | | | $ | 284.66 | | | | | $ | 285.72 | | | | | $ | 278.43 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 132.97 | | | | | $ | 154.78 | | | | | $ | 200.35 | | | | | $ | 165.49 | | | | | $ | 209.00 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 129.15 | | | | | $ | 185.09 | | | | | $ | 223.29 | | | | | $ | 147.26 | | | | | $ | 209.70 | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

The authorized amount reflects a $2.00 billion increase to the repurchase program which was approved by the Company’s Board of Directors on January 26, 2022.

| 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 | |

| 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 | |

| | | | | | | | | |

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

| | | |  | | | 30 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

| | | | [removed: Page] [added: Page No.] | | |

| [Management's Report on Internal Control over Financial [removed: Reporting](#i38696b5cc01146d68b9c6b33327cf890_67)] [added: Reporting](#id82b30f149f2405b8f3e0025afcf0a27_67)] | | | [removed: [44](#i38696b5cc01146d68b9c6b33327cf890_67)] [added: [43](#id82b30f149f2405b8f3e0025afcf0a27_67)] | | |

| [Reports [removed: of](#i38696b5cc01146d68b9c6b33327cf890_70)] [added: of](#id82b30f149f2405b8f3e0025afcf0a27_70)] Ernst & Young LLP[, Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i38696b5cc01146d68b9c6b33327cf890_70) 42[)](#i38696b5cc01146d68b9c6b33327cf890_70)] [added: ID:](#id82b30f149f2405b8f3e0025afcf0a27_70) 42[)](#id82b30f149f2405b8f3e0025afcf0a27_70)] | | | [removed: [45](#i38696b5cc01146d68b9c6b33327cf890_70)] [added: [44](#id82b30f149f2405b8f3e0025afcf0a27_70)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i38696b5cc01146d68b9c6b33327cf890_91)] [added: Statements](#id82b30f149f2405b8f3e0025afcf0a27_91)] | | | [removed: [53](#i38696b5cc01146d68b9c6b33327cf890_91)] [added: [52](#id82b30f149f2405b8f3e0025afcf0a27_91)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 31, 2022.][added: 30, 2023.]

Based on this assessment, management believes that, as of December [removed: 31, 2022,] [added: 30, 2023,] the Company’s internal control over financial reporting is effective based on those criteria.

| [removed: February 23, 2023] [added: February 8, 2023] | | | | | | [added: $1.03] | | | | | | [removed: February 23, 2023] [added: February 27, 2023] | | | [added: | | | March 14, 2023 | | |]

We have audited Tractor Supply Company’s internal control over financial reporting as of December [removed: 31, 2022,] [added: 30, 2023,] 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: 31, 2022,] [added: 30, 2023,] 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 [removed: Consolidated Balance Sheets] [added: consolidated balance sheets] of [removed: Tractor Supply] [added: the] Company as of December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021, and] [added: 31, 2022,] the related [removed: Consolidated Statements] [added: consolidated statements] of [removed: Income, Comprehensive Income, Stockholders’ Equity,] [added: income, comprehensive income, stockholders’ equity] and [removed: Cash Flows] [added: cash flows] for each of the three [removed: fiscal] years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] and the related notes and our report dated February 23, [removed: 2023,] [added: 2024,] expressed an unqualified opinion thereon.

We have audited the accompanying [removed: Consolidated Balance Sheets] [added: consolidated balance sheets] of Tractor Supply Company (the Company) as of December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] the related [removed: Consolidated Statements] [added: consolidated statements] of [removed: Income, Comprehensive Income, Stockholders’ Equity] [added: income, comprehensive income, stockholders’ equity] and [removed: Cash Flows] [added: cash flows] for each of the three [removed: fiscal] years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] 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: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] and the results of its operations and its cash flows for each of the three [removed: fiscal] years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] 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: 31, 2022,] [added: 30, 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February 23, [removed: 2023,] [added: 2024,] expressed an unqualified opinion thereon.

| | | | [removed: Workers'] [added: Workers’] Compensation [added: and General Liability] Self-Insurance Reserves | | |

| *Description of the Matter* | | | At December [removed: 31, 2022,] [added: 30, 2023,] the Company’s reserve for workers’ compensation [added: and general liability] self-insurance risks [removed: was $74.0 million.] [added: were $78.8 million and $59.1 million, respectively.] As discussed in Note 1 of the consolidated financial statements, the Company retains a significant portion of risk for its workers’ compensation [added: and general liability] exposures. Accordingly, provisions are recorded based upon periodic estimates of such losses, as determined by management. The future claim costs for workers’ compensation [added: and general liability] exposures are estimated using actuarial methods that consider assumptions for a number of factors including, but not limited to, historical claims experience, loss development factors, and severity factors. | | |

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

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

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

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

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

| Net sales | | | $ | [removed: 14,204,717] [added: 14,555,741] | | | | | $ | [removed: 12,731,105] [added: 14,204,717] | | | | | $ | [removed: 10,620,352] [added: 12,731,105] | |

| Cost of merchandise sold | | | [removed: 9,232,513] [added: 9,327,522] | | | | | | [removed: 8,253,952] [added: 9,232,513] | | | | | | [removed: 6,858,803] [added: 8,253,952] | | |

| Gross profit | | | [removed: 4,972,204] [added: 5,228,219] | | | | | | [removed: 4,477,153] [added: 4,972,204] | | | | | | [removed: 3,761,549] [added: 4,477,153] | | |

| Selling, general and administrative expenses | | | [removed: 3,194,199] [added: 3,356,258] | | | | | | [removed: 2,900,297] [added: 3,194,199] | | | | | | [removed: 2,478,524] [added: 2,900,297] | | |

| Depreciation and amortization | | | [removed: 343,062] [added: 393,049] | | | | | | [removed: 270,158] [added: 343,062] | | | | | | [removed: 217,124] [added: 270,158] | | |

[removed: | Impairment of goodwill] [added: Note 4 – Goodwill] and [removed: other intangible assets | | | — | | | | | | — | | | | | | 68,973 | | |][added: Other Intangible Assets]

| Operating income | | | [removed: 1,434,943] [added: 1,478,912] | | | | | | [removed: 1,306,698] [added: 1,434,943] | | | | | | [removed: 996,928] [added: 1,306,698] | | |

| Interest expense, net | | | [removed: 30,633] [added: 46,510] | | | | | | [removed: 26,610] [added: 30,633] | | | | | | [removed: 28,781] [added: 26,610] | | |

| Income before income taxes | | | [removed: 1,404,310] [added: 1,432,402] | | | | | | [removed: 1,280,088] [added: 1,404,310] | | | | | | [removed: 968,147] [added: 1,280,088] | | |

| Income tax expense | | | [removed: 315,598] [added: 325,176] | | | | | | [removed: 282,974] [added: 315,598] | | | | | | [removed: 219,189] [added: 282,974] | | |

| Net income | | | $ | [removed: 1,088,712] [added: 1,107,226] | | | | | $ | [removed: 997,114] [added: 1,088,712] | | | | | $ | [removed: 748,958] [added: 997,114] | |

| Net income per share – basic | | | $ | [removed: 9.78] [added: 10.15] | | | | | $ | [removed: 8.69] [added: 9.78] | | | | | $ | [removed: 6.44] [added: 8.69] | |

| Net income per share – diluted | | | $ | [removed: 9.71] [added: 10.09] | | | | | $ | [removed: 8.61] [added: 9.71] | | | | | $ | [removed: 6.38] [added: 8.61] | |

| Basic | | | [removed: 111,336] [added: 109,096] | | | | | | [removed: 114,794] [added: 111,336] | | | | | | [removed: 116,370] [added: 114,794] | | |

| Diluted | | | [removed: 112,149] [added: 109,746] | | | | | | [removed: 115,824] [added: 112,149] | | | | | | [removed: 117,436] [added: 115,824] | | |

| Dividends declared per common share outstanding | | | $ | [removed: 3.68] [added: 4.12] | | | | | $ | [removed: 2.08] [added: 3.68] | | | | | $ | [removed: 1.50] [added: 2.08] | |

| Net income | | | $ | [removed: 1,088,712] [added: 1,107,226] | | | | | $ | [removed: 997,114] [added: 1,088,712] | | | | | $ | [removed: 748,958] [added: 997,114] | |

| Other comprehensive [removed: income/(loss):] [added: (loss)/income:] | | | | | | | | | | | | | | | | | |

| Change in fair value of interest rate swaps, net of taxes | | | [removed: 9,930] [added: (4,482)] | | | | | | [removed: 4,588] [added: 9,930] | | | | | | [removed: (3,442)] [added: 4,588] | | |

| Total other comprehensive [removed: income/(loss)] [added: (loss)/income] | | | [removed: 9,930] [added: (4,482)] | | | | | | [removed: 4,588] [added: 9,930] | | | | | | [removed: (3,442)] [added: 4,588] | | |

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

| [Consolidated Statements of Income](#id82b30f149f2405b8f3e0025afcf0a27_76) | | | [47](#id82b30f149f2405b8f3e0025afcf0a27_76) | | |

| [Consolidated Statements of Comprehensive Income](#id82b30f149f2405b8f3e0025afcf0a27_79) | | | [48](#id82b30f149f2405b8f3e0025afcf0a27_79) | | |

| [Consolidated Balance Sheets](#id82b30f149f2405b8f3e0025afcf0a27_82) | | | [49](#id82b30f149f2405b8f3e0025afcf0a27_82) | | |

| [Consolidated Statements of Stockholders’ Equity](#id82b30f149f2405b8f3e0025afcf0a27_85) | | | [50](#id82b30f149f2405b8f3e0025afcf0a27_85) | | |

| [Consolidated Statements of Cash Flows](#id82b30f149f2405b8f3e0025afcf0a27_88) | | | [51](#id82b30f149f2405b8f3e0025afcf0a27_88) | | |

| [Note 1 – Significant Accounting Policies](#id82b30f149f2405b8f3e0025afcf0a27_94) | | | [52](#id82b30f149f2405b8f3e0025afcf0a27_94) | | |

| [Note 2 – Share-Based Compensation](#id82b30f149f2405b8f3e0025afcf0a27_97) | | | [60](#id82b30f149f2405b8f3e0025afcf0a27_97) | | |

| [Note 3 - Acquisition of Orscheln Farm and Home, LLC and Related Divestitures](#id82b30f149f2405b8f3e0025afcf0a27_100) | | | [64](#id82b30f149f2405b8f3e0025afcf0a27_100) | | |

| [Note 5 – Debt](#id82b30f149f2405b8f3e0025afcf0a27_106) | | | [67](#id82b30f149f2405b8f3e0025afcf0a27_106) | | |

| [Note 6 – Leases](#id82b30f149f2405b8f3e0025afcf0a27_109) | | | [69](#id82b30f149f2405b8f3e0025afcf0a27_109) | | |

| [Note 7 – Capital Stock and Dividends](#id82b30f149f2405b8f3e0025afcf0a27_112) | | | [71](#id82b30f149f2405b8f3e0025afcf0a27_112) | | |

| [Note 8 – Treasury Stock](#id82b30f149f2405b8f3e0025afcf0a27_115) | | | [72](#id82b30f149f2405b8f3e0025afcf0a27_115) | | |

| [Note 9 – Net Income Per](#id82b30f149f2405b8f3e0025afcf0a27_118) [Share](#id82b30f149f2405b8f3e0025afcf0a27_118) | | | [72](#id82b30f149f2405b8f3e0025afcf0a27_118) | | |

| [Note 10 – Income Taxes](#id82b30f149f2405b8f3e0025afcf0a27_121) | | | [73](#id82b30f149f2405b8f3e0025afcf0a27_121) | | |

| [Note 11 – Retirement Benefit Plans](#id82b30f149f2405b8f3e0025afcf0a27_124) | | | [74](#id82b30f149f2405b8f3e0025afcf0a27_124) | | |

| [Note 12 – Commitments and Contingencies](#id82b30f149f2405b8f3e0025afcf0a27_127) | | | [75](#id82b30f149f2405b8f3e0025afcf0a27_127) | | |

| [Note 13 – Segment Reporting](#id82b30f149f2405b8f3e0025afcf0a27_130) | | | [75](#id82b30f149f2405b8f3e0025afcf0a27_130) | | |

| | | |  | | | 42 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| February 23, 2024 | | | | | | | | | | | | February 23, 2024 | | |

| | | | | | | | | |

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

| | | |  | | | 43 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

February 23, 2024

| | | | | | | | | |

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

| | | |  | | | 44 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| | | | | | | | | |

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

| | | |  | | | 45 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

February 23, 2024

| | | | | | | | | |

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

| | | |  | | | 46 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| | | | | | | | | |

INDEX

TRACTOR SUPPLY COMPANY

| | | | | | |

| [Consolidated Statements of Income for the fiscal years ended December](#i38696b5cc01146d68b9c6b33327cf890_76) [31](#i38696b5cc01146d68b9c6b33327cf890_76)[, 202](#i38696b5cc01146d68b9c6b33327cf890_76)[2](#i38696b5cc01146d68b9c6b33327cf890_76)[,](#i38696b5cc01146d68b9c6b33327cf890_76) [December 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_76)[, and](#i38696b5cc01146d68b9c6b33327cf890_76) [December 26, 2020](#i38696b5cc01146d68b9c6b33327cf890_76) | | | [48](#i38696b5cc01146d68b9c6b33327cf890_76) | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended 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) | | | [49](#i38696b5cc01146d68b9c6b33327cf890_79) | | |

| [Consolidated Balance Sheets as of December](#i38696b5cc01146d68b9c6b33327cf890_82) [31](#i38696b5cc01146d68b9c6b33327cf890_82)[, 202](#i38696b5cc01146d68b9c6b33327cf890_82)[2](#i38696b5cc01146d68b9c6b33327cf890_82) [and](#i38696b5cc01146d68b9c6b33327cf890_82) [December 25, 2021](#i38696b5cc01146d68b9c6b33327cf890_79) | | | [50](#i38696b5cc01146d68b9c6b33327cf890_82) | | |

| [Consolidated Statements of Stockholders’ Equity for the fiscal years ended 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) | | | [51](#i38696b5cc01146d68b9c6b33327cf890_85) | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended 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) | | | [52](#i38696b5cc01146d68b9c6b33327cf890_88) | | |

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

February 23, 2023

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

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

| Stockholders’ equity at December 28, 2019 | | | 118,165 | | | | | | $ | 1,389 | | | | | $ | 966,698 | | | | | $ | (3,013,996) | | | | | $ | 199 | | | | | $ | 3,612,833 | | | | | $ | 1,567,123 | |

| Repurchase of common stock | | | (3,439) | | | | | | | | | | | | | | | | | | (342,957) | | | | | | | | | | | | | | | | | | (342,957) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 748,958 | | | | | | 748,958 | | |

| Impairment of other long-lived assets | | | — | | | | | | — | | | | | | 5,078 | | |

| Deferred income taxes | | | 51,693 | | | | | | 29,149 | | | | | | (31,739) | | |

| Cash and cash equivalents at end of period | | | $ | 202,502 | | | | | $ | 878,030 | | | | | $ | 1,341,756 | |

Although the Company believes it can reasonably estimate purchase volume and related volume rebates at interim periods, it is possible that actual year-end results could be different from previously estimated amounts.

In fiscal 2020, we recognized $5.1 million of impairment charges related to long-lived assets for Petsense by Tractor Supply stores.

Impairment charges, if recognized, are included in selling, general and administrative (“SG&A”) expenses in the Consolidated Statements of Income.

As described in further detail in Note 4 to the Consolidated Financial Statements, in fiscal 2020 we recognized goodwill impairment of $60.8 million and trade name asset impairment of $8.2 million related to Petsense by Tractor Supply.

Impairment charges, if recognized, are included as a separate line item within SG&A expenses in the Consolidated Statements of Income.

Company has established a reserve, is audited and fully resolved or clarified.

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

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

| Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The fair value of the interest rate swaps, excluding accrued interest, was a net asset of $15.1 million and $1.8 million as of December 31, 2022 and December 25, 2021, respectively.

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Inter-Bank Offer Rate (“LIBOR”) related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates.

The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022.

In December 2022, the FASB issued ASU 2022-06, “Deferral of the Sunset Date of Topic 848,” which deferred the sunset date to Topic 848 from December 31,2022, to December 31, 2024.

The Company elected the optional expedients in connection with the debt refinancing and transitioned from LIBOR to the Secured Overnight Financing Rate (“SOFR”) on September 30, 2022.

Upon adoption, the Company will be required to include additional disclosures of the supplier finance program obligations.

| Outstanding at December 25, 2021 | | | | | | 1,168,311 | | | | | | 95.85 | | | | | | | | | | | | 6.9 | | | | | | $ | 154,706 | |

| Granted | | | | | | 141,803 | | | | | | 220.70 | | | | | | $ | 49.69 | | | | | | | | | | | | | |

| Exercised | | | | | | (201,273) | | | | | | 88.61 | | | | | | | | | | | | | | | | | | | | |

| Canceled | | | | | | (18,452) | | | | | | 169.41 | | | | | | | | | | | | | | | | | | | | |

| Exercisable at December 31, 2022 | | | | | | 687,825 | | | | | | $ | 87.03 | | | | | | | | | | | 5.2 | | | | | | $ | 94,875 | |

| Restricted at December 25, 2021 | | | | | | 523,419 | | | | | | $ | 115.59 | |

| | | | | | | | | |

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

| | | |  | | | 75 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

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: 31, 2022.][added: 30, 2023.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December [removed: 31, 2022,] [added: 30, 2023,] our disclosure controls and procedures were effective.

[Index](#i38696b5cc01146d68b9c6b33327cf890_7)

On November 10, 2023, Colin Yankee, the Company’s EVP, Chief Supply Chain Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”).

Mr. Yankee’s 10b5-1 Plan provides for the potential sale of up to 9,316 shares of the Company’s common stock, including the sale of up to 4,753 shares of the Company’s common stock that Mr. Yankee may acquire upon exercise of options.

The plan commences on February 28, 2024 and terminates on the earlier of the date all the shares under the plan are sold and October 30, 2024.

None.

The Code of Ethics is available in the [removed: “Corporate Governance”] [added: “Governance”] section of the Company’s website at [removed: *TractorSupply.com*.][added: *ir.tractorsupply.com*.]

The remaining disclosures required by this Item are incorporated herein by reference to our Proxy Statement for our Annual Meeting of Stockholders to be held on May 9, 2024.

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, 2023, is incorporated herein by reference.

The disclosures required by this Item are incorporated herein by reference to our Proxy Statement for our Annual Meeting of Stockholders to be held on May 9, 2024.

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, 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 [removed: 11, 2023,] [added: 9, 2024,] is incorporated herein by reference.

Following is a summary of our equity compensation plans as of December [removed: 31, 2022,] [added: 30, 2023,] under which equity securities are authorized for issuance, aggregated as follows:

| Employee Stock Purchase Plan | | | | | | — | | | | | | — | | | | | | [removed: 11,715,156] [added: 11,669,998] | | |

(a) Includes [removed: 1,090,389] [added: 1,014,877] outstanding stock options, [removed: 404,010] [added: 384,105] unvested restricted stock units and [removed: 45,072] [added: 25,891] restricted stock units which have vested but the receipt of which have been deferred by the recipient, and [removed: 155,599] [added: 154,819] unvested performance-based restricted share units.

| | | | | | | | | |

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

| | | |  | | | 76 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Stock Incentive Plans | | | | | | 1,579,692 | | | (a) | | | $ | 130.65 | | (b) | | | 8,466,402 | | |

| Total | | | | | | 1,579,692 | | | | | | $ | 130.65 | | | | | 20,136,400 | | |

[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 | | |

The information set forth under the captions “Corporate Governance – Director Independence and Board Operations” and “Related Party Transactions” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 11, 2023,] [added: 9, 2024,] is incorporated herein by reference.

The information set forth under the caption “Item 2 – Ratification of Reappointment of Independent Registered Public Accounting Firm” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 11, 2023,] [added: 9, 2024,] is incorporated herein by reference.

[removed: (a) (1)] Financial Statements

See Consolidated Financial Statements under Item 8 on pages [removed: 44] [added: [42](#id82b30f149f2405b8f3e0025afcf0a27_64)] through [removed: 76] [added: [51](#id82b30f149f2405b8f3e0025afcf0a27_88)] of this Form 10-K.

[removed: (a) (2)] Financial Statement Schedules

[removed: (a) (3)] Exhibits

The exhibits listed in the Index to Exhibits, which appears on pages [removed: 80] [added: [80](#id82b30f149f2405b8f3e0025afcf0a27_175)] through 84 of this Form 10-K, are incorporated herein by reference or filed as part of this Form 10-K.

a) 1.

2.

3.

| | | | | | | | | |

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

| | | |  | | | 77 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Date: | | | February 23, [removed: 2023] [added: 2024] | | | By: | | | /s/ Kurt D. Barton Executive Vice [removed: President –] [added: President,] Chief Financial Officer and Treasurer | | |

| /s/ Kurt D. Barton Kurt D. Barton | | | Executive Vice [removed: President –] [added: President,] Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Harry A. Lawton III Harry A. Lawton III | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ [removed: Cynthia T. Jamison Cynthia T. Jamison] [added: Edna K. Morris Edna K. Morris] | | | Chairman of the Board | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Joy Brown Joy Brown | | | Director | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Ricardo Cardenas Ricardo Cardenas | | | Director | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Andre J. Hawaux Andre J. Hawaux | | | Director | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Denise L. Jackson Denise L. Jackson | | | Director | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Ramkumar Krishnan Ramkumar Krishnan | | | Director | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| /s/ Mark J. Weikel Mark J. Weikel | | | Director | | | | | | February 23, [removed: 2023] [added: 2024] | | |

| 3.2 | | | [removed: [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] [added: [Sixth Amended] and Restated [removed: 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] [added: By-laws (filed] as Exhibit 3.1 to 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/ex31sixthamendedandrestate.htm) | | | | | |

| [removed: 4.6*] [added: 4.8*] | | | [Description of Registrant's Securities Registered Pursuant to Section 12 of the Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/916365/000091636523000045/ex46-descriptionofsecuriti.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/916365/000091636524000046/ex48-descriptionofsecuriti.htm)] | | | | | |

| [removed: 10.3] [added: 10.4] | | | [Tractor Supply Company [removed: 1996 Associate] [added: 2006] Stock [removed: Purchase] [added: Incentive] Plan (filed as Exhibit [removed: 4.4] [added: 99.1] to [added: the] Registrant’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-8, Registration No. 333-10699,] [added: 8-K] filed with the Commission on [removed: August 23, 1996,] [added: April 27, 2006,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/0000950144-96-005860.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000129993306002914/exhibit1.htm)] | | | | | |

| [removed: 10.4] [added: 10.7] | | | [Tractor Supply Company [removed: Restated 401(k) Retirement] [added: 2009 Stock Incentive] Plan (filed as Exhibit [removed: 4.1] [added: 99.1] to Registrant’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-3, Registration No. 333-35317,] [added: 8-K,] filed with the Commission on [removed: September 10, 1997,] [added: April 14, 2009,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/0000950123-97-007736.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095014409003170/g18571exv99w1.htm)] | | | | | |

| 10.5 | | | [removed: [First Amendment, dated December 22, 2003] [added: [Second Amendment] to the Tractor Supply Company [removed: Restated 401(k) Retirement Savings Plan] [added: 2006 Stock Incentive Plan, effective February 8, 2007] (filed as Exhibit [removed: 10.53] [added: 10.38] to Registrant’s Annual Report on Form 10-K, filed with the Commission on [removed: March 8, 2004,] [added: February 28, 2007,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811204000294/tex10_53-1784b.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-38.txt)] | | | | | |

| [removed: 10.6] [added: 10.13] | | | [removed: [Second] [added: [First] Amendment to [added: the] Tractor Supply Company [removed: Restated 401(k) Retirement Plan] [added: 2009 Stock Incentive Plan, effective February 4, 2015] (filed as Exhibit [removed: 10.57] [added: 10.34] to [added: the] Registrant’s Annual Report on Form 10-K, filed with the Commission on [removed: March 23, 2001,] [added: February 18, 2015,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095014401003865/g67748ex10-57.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636515000042/a201410-kex1034.htm)] | | | | | |

| [removed: 10.7] [added: 10.10] | | | [removed: [Trust] [added: [Form of Director Restricted Stock Unit Award] Agreement (filed as Exhibit [removed: 4.2] [added: 10.48] to Registrant’s [removed: Registration Statement] [added: Quarterly Report] on Form [removed: S-3, Registration No. 333-35317,] [added: 10-Q,] filed with the Commission on [removed: September 10, 1997,] [added: November 2, 2009,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/0000950123-97-007736.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309056222/c91703exv10w48.htm)] | | | | | |

| 10.8 | | | [removed: [Tractor] [added: [Form of Restricted Share Unit Agreement under the Tractor] Supply Company [removed: Executive Deferred Compensation Plan, dated November 11, 2001] [added: 2009 Stock Incentive Plan] (filed as Exhibit [removed: 10.58] [added: 10.45] to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on [removed: May 13, 2002,] [added: August 4, 2009,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/916365/000095014402005220/g76225ex10-58.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w45.htm)] | | | | | |

| [removed: 10.9] [added: 10.2] | | | [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, 2007, and incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-39.txt) | | | | | |

| [removed: 10.10] [added: 10.3] | | | [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, 2008, incorporated herein by reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231008001146/c72557exv10w45.htm) | | | | | |

| [removed: 10.11] [added: 10.9] | | | [removed: [Tractor] [added: [Form of Nonqualified Stock Option Agreement under the Tractor] Supply Company [removed: 2006] [added: 2009] Stock Incentive Plan (filed as Exhibit [removed: 99.1] [added: 10.46] to [removed: the] Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q,] filed with the Commission on [removed: April 27, 2006,] [added: August 4, 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/916365/000095012309029586/c88667exv10w46.htm)] | | | | | |

| [removed: 10.12] [added: 10.6] | | | [removed: [Second Amendment to] [added: [Form of Incentive Stock Option Agreement under] the [removed: Tractor Supply Company] 2006 Stock Incentive [removed: Plan, effective February 8, 2007] [added: Plan] (filed as Exhibit [removed: 10.38] [added: 10.41] to [added: the] Registrant’s Annual Report on Form 10-K, filed with the Commission on February [removed: 28, 2007,] [added: 25, 2009,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000118811207000534/ex10-38.txt)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231009002757/c81596exv10w41.htm)] | | | | | |

| [removed: 10.13] [added: 10.21] | | | [Form of [removed: Incentive] [added: Nonqualified] Stock Option Agreement under the [removed: 2006 Stock] [added: Tractor Supply Company 2018 Omnibus] Incentive Plan (filed as Exhibit [removed: 10.41] [added: 10.42] to the [removed: Registrant’s] [added: Registrant's] Annual Report on Form 10-K, filed with the Commission on February [removed: 25, 2009,] [added: 21, 2019,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000136231009002757/c81596exv10w41.htm)] [added: reference).+](https://www.sec.gov/Archives/edgar/data/916365/000091636519000035/a201810-kex1042formofnonqu.htm)] | | | | | |

| [removed: 10.14] [added: 10.16] | | | [removed: [Tractor] [added: [Form of Nonqualified Stock Option Agreement under the Tractor] Supply Company [removed: 2009 Stock] [added: 2018 Omnibus] Incentive Plan (filed as Exhibit [removed: 99.1] [added: 10.2] to [added: the] Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed with the Commission on [removed: April 14, 2009,] [added: August 9, 2018,] 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/916365/000091636518000093/q2201810qex102formofnonqua.htm)] | | | | | |

| [removed: 10.15] [added: 10.17] | | | [Form of [removed: Incentive Stock Option] [added: Restricted Share Unit] Agreement under the Tractor Supply Company [removed: 2009 Stock] [added: 2018 Omnibus] Incentive Plan (filed as Exhibit [removed: 10.44] [added: 10.3] to [added: the] Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August [removed: 4, 2009,] [added: 9, 2018,] 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/916365/000091636518000093/q2201810qex103formofrestri.htm)] | | | | | |

| [removed: 10.16] [added: 10.18] | | | [Form of [removed: Restricted] [added: Performance] Share Unit Agreement [added: for Officers] under the Tractor Supply Company [removed: 2009 Stock] [added: 2018 Omnibus] Incentive Plan (filed as Exhibit [removed: 10.45] [added: 10.4] to [added: the] Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August [removed: 4, 2009,] [added: 9, 2018,] and incorporated herein by [removed: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000095012309029586/c88667exv10w45.htm)] [added: reference).+](http://www.sec.gov/Archives/edgar/data/916365/000091636518000093/q2201810qex104formofperfor.htm)] | | | | | |