TRACTOR SUPPLY CO /DE/ Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

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 25, 2021 (our fiscal years
2021 and 2020). For a comparison of our results of operations for fiscal year
December 26, 2020 and December 28, 2019, 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 26, 2020, filed
with the SEC on February 18, 2021. This discussion should be read in conjunction
with our Consolidated Financial Statements and Notes to the Consolidated
Financial Statements included elsewhere in this report. This discussion contains
forward-looking statements and information. See "Forward-Looking Statements and
Information" and "Risk Factors" included elsewhere in this report.

Tractor Supply reports its financial results in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP").
Tractor Supply also uses certain non-GAAP measures that fall within the meaning
of Securities and Exchange Commission Regulation G and Regulation S-K Item
10(e), which may provide users of the financial information with additional
meaningful comparison to prior reported results. Non-GAAP measures do not have
standardized definitions and are not defined by U.S. GAAP. Therefore, Tractor
Supply's non-GAAP measures are unlikely to be comparable to similar measures
presented by other companies. The presentation of these non-GAAP measures should
not be considered in isolation from, as a substitute for, or as superior to the
financial information presented in accordance with U.S. GAAP. We believe this
information is useful in providing period-to-period comparisons of the results
of our continuing operations.

Overview

Founded in 1938, Tractor Supply Company (the "Company" or "Tractor Supply" or
"we" or "our" or "us") is the largest rural lifestyle retailer in the United
States ("U.S."). The Company is focused on supplying the needs of recreational
farmers, ranchers, and all those who enjoy living the rural lifestyle (which we
refer to as the "Out Here" lifestyle). As of December 25, 2021, we operated
2,181 retail stores in 49 states under the names Tractor Supply Company,
Petsense, and Del's Feed & Farm Supply. Our stores are located primarily in
towns outlying major metropolitan markets and in rural communities. We also
operate websites under the names TractorSupply.com and Petsense.com as well as a
Tractor Supply Company mobile application. Through our stores and e-commerce
channels, we offer the following comprehensive selection of merchandise:

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

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

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

Over the past five years, we have experienced considerable growth in stores,
growing from 1,738 stores at the end of fiscal 2016 to 2,181 stores (2,003
Tractor Supply and Del's retail stores and 178 Petsense retail stores) at the
end of fiscal 2021, and in net sales, with a compounded annual growth rate of
approximately 13.4%. Given the size of the communities that we target, we
believe that there is ample opportunity for new store growth in many existing
and new markets. We have developed a proven method for selecting store sites,
and we believe we have significant additional opportunities for new Tractor
Supply stores. We also believe that there is opportunity for continued growth
for Petsense stores.
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Executive Summary


In fiscal 2021, we opened 80 new Tractor Supply stores in 27 states and seven
new Petsense stores in four states. In fiscal 2020, we opened 80 new Tractor
Supply stores in 31 states and nine new Petsense stores in three states. This
resulted in a selling square footage increase of approximately 4% in each of
fiscal 2021 and fiscal 2020.

Net sales increased 19.9% to $12.73 billion in fiscal 2021 from $10.62 billion
in fiscal 2020 as we experienced significant demand for our products across all
product categories, geographies and channels in fiscal 2021 as we acquired new
customers who entered our markets and our existing customers focused on the care
of their homes, land, and animals while navigating the COVID-19 pandemic.
Comparable store sales increased 16.9% in fiscal 2021 versus a 23.1% increase in
fiscal 2020. Gross profit increased 19.0% to $4.48 billion in fiscal 2021 from
$3.76 billion in fiscal 2020, and gross margin decreased 25 basis points to
35.2% of net sales in fiscal 2021 from 35.4% of net sales in fiscal 2020.
Operating income increased 88 basis points to 10.3% of net sales in fiscal 2021
from 9.4% of net sales in fiscal 2020. For fiscal 2021, net income was $997.1
million, or $8.61 per diluted share, compared to $749.0 million, or $6.38 per
diluted share, in fiscal 2020.

We ended fiscal 2021 with $878.0 million in cash and cash equivalents and outstanding debt of $986.4 millionafter returning $1.04 billion to our stockholders through stock repurchases and quarterly cash dividends.

Information Regarding the COVID-19 Coronavirus Pandemic


The Company has been and continues to closely monitor the impact of the COVID-19
pandemic on all facets of our business. This includes the impact on our team
members, customers, suppliers, vendors, business partners, and supply chain
networks.

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

As further described in the results of operations, our net sales have
significantly increased due to unprecedented customer demand across all major
product categories, channels, and geographic regions. However, the net
incremental costs of doing business during this crisis have increased as a
result of the aforementioned actions we have taken to support and promote the
safety and well-being of our team members and customers, and we believe some of
these incremental costs will continue after the pandemic is over.

There are numerous uncertainties surrounding the pandemic and its impact on the
economy and our business, as further described in the Risk Factors section under
Part I Item 1A. of this Form 10-K, which make it difficult to predict the impact
on our business, financial position, or results of operations in fiscal 2022 and
beyond. While our stores, distribution centers, and e-commerce operations are
open and plan to remain open, we cannot predict the uncertainties, or the
corresponding impacts on our business, at this time.

Performance Metrics

Comparable Store Metrics


Comparable store metrics are a key performance indicator used in the retail
industry and by the Company to measure the performance of the underlying
business. Our comparable store metrics are calculated on an annual basis using
sales generated from all stores open at least one year and all online sales and
exclude certain adjustments to net sales. Stores closed during either of the
years being compared are removed from our comparable store metrics calculations.
Stores relocated during either of the years being compared are not removed from
our comparable store metrics calculations. If the effect of relocated stores on
our comparable store metrics calculations became material, we would remove
relocated stores from the calculations.

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Transaction Count and Transaction Value


Transaction count and transaction value metrics are used by the Company to
measure sales performance. Transaction count represents the number of customer
transactions during a given period. Transaction value represents the average
amount paid per transaction and is calculated as net sales divided by the total
number of customer transactions during a given period.

Significant Accounting Policies and Estimates


Management's discussion and analysis of our financial position and results of
operations are based upon our Consolidated Financial Statements, which have been
prepared in accordance with U.S. GAAP. The preparation of these financial
statements requires management to make informed estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. Our financial position
and/or results of operations may be materially different when reported under
different conditions or when using different assumptions in the application of
such policies. In the event estimates or assumptions prove to be different from
actual amounts, adjustments are made in subsequent periods to reflect more
current information. Our significant accounting policies are disclosed in Note 1
to the Consolidated Financial Statements. The following discussion addresses our
most critical accounting policies and estimates, which are those that are both
important to the portrayal of our financial condition and results of operations
and that require significant judgment or use of complex estimates.

Merchandise Inventory:


We identify potentially excess and slow-moving inventory by evaluating turn
rates, historical and expected future sales trends, age of merchandise, overall
inventory levels, current cost of inventory, and other benchmarks. We have
established an inventory valuation reserve to recognize the estimated impairment
in value (i.e., an inability to realize the full carrying value) based on our
aggregate assessment of these valuation indicators under prevailing market
conditions and current merchandising strategies.

We also have established a reserve for estimating inventory shrinkage between
physical inventory counts. The reserve is established by assessing the
chain-wide average shrinkage experience rate, applied to the related periods'
sales volumes. Such assessments are updated on a regular basis for the most
recent individual store experiences. Our general policy is to perform physical
inventories at least once a year for each store that has been open more than
twelve months.

We receive funding from substantially all of our significant merchandise
vendors, in support of our business initiatives, through a variety of programs
and arrangements, including guaranteed vendor support funds ("vendor support")
and volume-based rebate funds ("volume rebates"). The amounts received are
subject to terms of vendor agreements, most of which are "evergreen", reflecting
the on-going relationship with our significant merchandise vendors. Certain of
our agreements, primarily volume rebates, are renegotiated annually, based on
expected annual purchases of the vendor's product. Vendor funding is initially
deferred as a reduction of the purchase price of inventory, and then recognized
as a reduction of cost of merchandise as the related inventory is sold. During
interim periods, the amount of vendor support and volume rebates are estimated
based upon initial commitments and anticipated purchase levels with applicable
vendors.

We do not believe our merchandise inventories are subject to significant risk of
obsolescence in the near term. However, changes in market conditions or consumer
purchasing patterns could result in the need for additional reserves. Our
impairment reserves contain uncertainties because the calculations require
management to make assumptions and to apply judgment regarding forecasted
customer demand and the promotional environment. The estimated store inventory
shrink rate is based on historical experience. We believe historical rates are a
reasonably accurate reflection of future trends. Our shrinkage reserve contains
uncertainties because the calculation requires management to make assumptions
and to apply judgment regarding future shrinkage trends, the effect of loss
prevention measures and merchandising strategies.

For vendor funding, we estimate the purchase volume (and related vendor funding)
based on our current knowledge of inventory levels, sales trends and expected
customer demand, as well as planned new store openings and relocations. Although
we believe we 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. Our allocation methodology contains
uncertainties because the calculation requires management to make assumptions
and to apply judgment regarding customer demand, purchasing activity, target
thresholds, vendor attrition and collectability.

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We have not made any material changes in the accounting methodology used to
recognize inventory impairment reserves or shrinkage in the financial periods
presented. We do not believe there is a reasonable likelihood that there will be
a material change in the future estimates or assumptions we use to calculate
impairment or shrinkage. However, if assumptions regarding consumer demand,
clearance potential or inventory loss for certain products are inaccurate, we
may be exposed to losses or gains that could be material. A 10% change in our
inventory impairment reserve as of December 25, 2021, would have affected net
income by approximately $1.3 million in fiscal 2021. A 10% change in our
shrinkage reserve as of December 25, 2021, would have affected net income by
approximately $4.2 million in fiscal 2021.

We have not made any material changes in the accounting methodology used to
establish our vendor funding reserves in the financial periods presented. At the
end of each fiscal year, a significant portion of the actual purchase activity
is known. Thus, we do not believe there is a reasonable likelihood that there
will be a material change in the amounts recorded as vendor funding. We do not
believe there is a significant collectability risk related to vendor funding
amounts due to us at the end of fiscal 2021. If a 10% reserve had been applied
against our outstanding vendor funding due as of December 25, 2021, net income
would have been affected by approximately $2.3 million in fiscal 2021. Although
it is unlikely that there will be any significant reduction in historical levels
of vendor funding, if such a reduction were to occur in future periods, the
Company could experience a higher inventory balance and higher cost of sales.

Self-Insurance Reserves:


We self-insure a significant portion of our workers' compensation insurance and
general liability (including product liability) insurance plans. We have
stop-loss insurance policies to protect from individual losses over specified
dollar values. Provisions for losses related to our self-insured liabilities are
based upon periodic independent actuarially determined estimates that consider a
number of factors including historical claims experience, loss development
factors, and severity factors.

The full extent of certain workers' compensation and general liability claims
may not become fully determined for several years. Our self-insured liabilities
contain uncertainties because management is required to make assumptions and to
apply judgment to estimate the ultimate cost to settle reported claims and
claims incurred but not reported as of the balance sheet date based upon
historical data and experience, including actuarial calculations.

We have not made any material changes in the accounting methodology used to
establish our self-insurance reserves in the financial periods presented. We do
not believe there is a reasonable likelihood that there will be a material
change in the assumptions we use to calculate insurance reserves. However, if we
experience a significant increase in the number of claims or the cost associated
with these claims, we may be exposed to losses that could be material. A 10%
change in our self-insurance reserves as of December 25, 2021, would have
affected net income by approximately $8.4 million in fiscal 2021.

Impairment of Long-Lived Assets:


Long-lived assets, including lease right-of-use assets, are evaluated for
impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. When evaluating long-lived assets for
potential impairment, we first compare the carrying value of the asset or asset
group to its estimated undiscounted future cash flows. The evaluation for
long-lived assets is performed at the lowest level of identifiable cash flows,
which is generally the individual store level. The significant assumptions used
to determine estimated undiscounted cash flows include cash inflows and outflows
directly resulting from the use of those assets in operations, including margin
on net sales, payroll and related items, occupancy costs, insurance allocations,
and other costs to operate a store. If the estimated future cash flows are less
than the carrying value of the related asset, we calculate an impairment loss.
The impairment loss calculation compares the carrying value of the related asset
or asset group to its estimated fair value, which may be based on an estimated
future cash flow model, market valuation, or other valuation technique, as
appropriate. We recognize an impairment loss if the amount of the asset's
carrying value exceeds the asset's estimated fair value. If we recognize an
impairment loss, the adjusted carrying amount of the asset becomes its new cost
basis. For a depreciable long-lived asset, the new cost basis will be
depreciated (amortized) over the remaining estimated useful life of that asset.

Our assessment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values.

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


We do not believe there is a reasonable likelihood that there will be a material
change in the estimates or assumptions we use to calculate long-lived asset
impairment losses. None of these estimates and assumptions are significantly
sensitive, and a 10%
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change in any of these estimates would not have a material impact on our
analysis. However, if actual results are not consistent with our estimates and
assumptions used in estimating future cash flows and asset fair values, we may
be exposed to losses that could be material.

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

Impairment of Goodwill and Other Indefinite-Lived Intangible Assets:


Goodwill and other indefinite-lived intangible assets are evaluated for
impairment annually, or whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. In accordance with the
accounting standards, an entity has the option first to assess qualitative
factors to determine whether events and circumstances indicate that it is more
likely than not that goodwill or an indefinite-lived intangible asset is
impaired. If after such assessment an entity concludes that the asset is not
impaired, then the entity is not required to take further action. However, if an
entity concludes otherwise, then it is required to determine the fair value of
the asset using a quantitative impairment test, and if impaired, the associated
assets must be written down to fair value.

The quantitative impairment test for goodwill compares the fair value of a
reporting unit with the carrying value of its net assets, including goodwill. If
the fair value of the reporting unit is less than the carrying value of the
reporting unit, an impairment charge would be recorded to the Company's
operations, for the amount in which the carrying amount exceeds the reporting
unit's fair value. We determine fair values for each reporting unit using the
market approach, when available and appropriate, the income approach, or a
combination of both. The income approach involves forecasting projected
financial information (such as revenue growth rates, profit margins, tax rates,
and capital expenditures) and selecting a discount rate that reflects the risk
inherent in estimated future cash flows. Under the market approach, the fair
value is based on observed market data. If multiple valuation methodologies are
used, the results are weighted appropriately.

The quantitative impairment test for other indefinite-lived intangible assets
involves comparing the carrying amount of the asset to the sum of the discounted
cash flows expected to be generated by the asset. If the implied fair value of
the indefinite-lived intangible asset is less than the carrying value, an
impairment charge would be recorded to the Company's operations.

Our impairment loss calculation contains uncertainties because they require
management to make assumptions and to apply judgment to qualitative factors as
well as estimate future cash flows and asset fair values, including forecasting
projected financial information and selecting the discount rate that reflects
the risk inherent in future cash flows.

The valuation approaches utilized to estimate fair value for the purposes of the
impairment tests of goodwill and other indefinite-lived intangible assets
require the use of assumptions and estimates, which involve a degree of
uncertainty. If actual results are not consistent with our estimates and
assumptions used in estimating future cash flows and asset fair values, we may
be exposed to non-cash impairment losses that could be material.

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

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Results of Operations

The following table sets forth, for the periods indicated, certain items in the Consolidated Statements of Income expressed as a percentage of net sales.

                                                            Fiscal Year
                                                         2021           2020
Net sales                                               100.00  %     100.00  %
Cost of merchandise sold (a)                             64.83         64.58
Gross margin (a)                                         35.17         35.42

Selling, general and administrative expenses (a) 22.78 23.34 Depreciation and amortization

                             2.12          

2.04

Impairment of goodwill and other intangible assets           -          0.65
Operating income                                         10.26          9.39
Interest expense, net                                     0.21          0.27
Income before income taxes                               10.05          9.12
Income tax expense                                        2.22          2.07
Net income                                                7.83  %       7.05  %



(a) Our gross margin amounts may not be comparable to those of other retailers
since some retailers include all of the costs related to their distribution
facility network in cost of merchandise sold and others (like our Company)
exclude a portion of these distribution facility network costs from gross margin
and instead include them in selling, general, and administrative expenses; refer
to Note 1 - Significant Accounting Policies of the Notes to the Consolidated
Financial Statements, included in Item 8 Financial Statements and Supplementary
Data, of this Annual Report on Form 10-K.

Fiscal 2021 Compared to Fiscal 2020


Net sales increased 19.9% to $12.73 billion in fiscal 2021 from $10.62 billion
in fiscal 2020. Comparable store sales increased 16.9% to $12.43 billion versus
a 23.1% increase in fiscal 2020. The comparable store average transaction value
increased 9.8% and comparable store average transaction count increased 7.1% for
fiscal 2021, as compared to an increase of 12.2% and 10.9% in fiscal 2020,
respectively.

Our sales performance continued to benefit from the shift of consumer behavior
trends due to the COVID-19 pandemic as customers focused on the care of their
homes, land, and animals, targeted investments in marketing to increase our
unaided brand awareness, and other key initiatives to enhance customers'
shopping experience, including the relaunch of the Neighbor's Club loyalty
program. These factors led to growth in new customer acquisition and increased
spend from existing customers, which further resulted in an increase in
comparable store sales across all major product categories, driven by robust
growth for everyday merchandise, including C.U.E. products, and solid demand for
seasonal categories. In addition, the Company's e-commerce sales experienced
double-digit percentage growth in fiscal 2021 as compared to fiscal 2020.

In addition to comparable store sales growth in fiscal 2021, sales from stores
opened less than one year were $324.6 million in fiscal 2021, which represented
3.1 percentage points of the 19.9% increase over fiscal 2020 net sales. Sales
from stores opened less than one year were $355.3 million in fiscal 2020, which
represented 4.3 percentage points of the 27.2% increase over fiscal 2019 net
sales.

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The following table summarizes our store growth during fiscal 2021 and 2020:

                                        Fiscal Year
Store Count Information:           2021               2020
Tractor Supply
Beginning of period              1,923               1,844
New stores opened                   80                  80
Stores closed                        -                  (1)
End of period                    2,003               1,923
Petsense
Beginning of period                182                 180
New stores opened                    7                   9
Stores closed                      (11)                 (7)
End of period                      178                 182
Consolidated end of period       2,181               2,105

Stores relocated                     3                   1


The following table indicates the percentage of net sales represented by each of our major product categories during fiscal 2021 and 2020:

                                           Percent of Net Sales
                                               Fiscal Year
Product Category:                            2021              2020
Livestock and Pet                                    47  %      47  %
Hardware, Tools and Truck                            21         21
Seasonal, Gift and Toy Products                      21         21
Clothing and Footwear                                 8          7
Agriculture                                           3          4
Total                                               100  %     100  %



Gross profit increased 19.0% to $4.48 billion in fiscal 2021 compared to $3.76
billion in fiscal 2020. As a percent of net sales, gross margin decreased 25
basis points to 35.2% for fiscal 2021 compared to 35.4% for fiscal 2020. The
decrease in gross margin as a percentage of net sales was primarily driven by
higher product cost inflation, higher transportation costs driven by increased
pressures on domestic freight, import freight, and rising fuel prices, and
product mix shift towards C.U.E. products, which run at a slightly lower margin
rate. Partially offsetting the decrease was the Company's price management
program and limited promotional and clearance activity, which effectively offset
a significant portion of the inflation and transportation pressures.

Total selling, general and administrative ("SG&A") expenses, including
depreciation and amortization and asset impairment, increased 14.7% to $3.17
billion in fiscal 2021 from $2.76 billion in fiscal 2020. SG&A expenses, as a
percent of net sales, improved 113 basis points to 24.9% in fiscal 2021 from
26.0% in fiscal 2020. The SG&A expenses in fiscal 2020 were impacted by discrete
non-cash impairment charges for the Petsense business of $74.1 million due
primarily to a strategic reassessment of the business and a decision to reduce
the number of new store openings planned over the long term and, to a lesser
extent, the impairment of long-lived assets at underperforming locations. On an
adjusted basis, excluding the impact of the discrete impairment charges in the
prior year, SG&A expenses increased 17.8% to $3.17 billion in fiscal 2021 from
$2.69 billion in fiscal 2020. On an adjusted basis, SG&A expenses, as a percent
of net sales, improved 43 basis points to 24.9% in fiscal 2021 from 25.3% in
fiscal 2020. The improvement in SG&A as a percent as net sales was primarily
attributable to strong leverage in occupancy and other fixed costs from the
increase in comparable store sales and lower COVID-19 pandemic response costs.
COVID-19 pandemic response costs in fiscal 2021 of $63.3 million consisted of
sick pay, benefits, and other health and safety related expenses, as compared to
$117.1 million in fiscal 2020. The leverage from these SG&A expenses was
partially offset by higher store wage rates, additional store labor hours, and
investment in the Company's strategic initiatives.

Our effective income tax rate decreased to 22.1% for fiscal 2021 compared to 22.6% in fiscal 2020. The primary drivers for the decrease in the Company’s effective income tax rate were additional benefits from share-based compensation, a reduction in

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


Net income in fiscal 2021 was $997.1 million, or $8.61 per diluted share,
compared to $749.0 million, or $6.38 per diluted share, in fiscal 2020. The
aforementioned non-cash impairment expense related to the Petsense business had
an after-tax impact on fiscal 2020 net income of approximately $57.3 million or
$0.49 per diluted share. On an adjusted basis, considering the after-tax impact
of the non-cash impairment charges related to the Petsense business, net income
was $806.2 million, or $6.87 per diluted share, for fiscal 2020. Adjusted net
income and adjusted net income per diluted share are non-GAAP measures which
have been provided in order to enhance comparability for the periods presented
given that the impairment charges related to the Petsense business are
non-recurring in nature. A reconciliation of these non-GAAP financial measures
is included in the following table.

                 Reconciliation of Non-GAAP Financial Measures
                    (in thousands, except per share amounts)
                                             Fiscal 2020             Impairment (a)           Fiscal 2020
                                         (As Reported)             (Adjustment)              (As Adjusted)

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


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

Income before income taxes             $      968,147          $          

74,051 $1,042,198

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

Net income                             $      748,958          $          57,286          $        806,244

Diluted net income per share           $         6.38          $            0.49          $           6.87



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

During fiscal 2021, we repurchased approximately 4.4 million shares of the
Company's common stock at a total cost of $798.9 million as part of our share
repurchase program. In fiscal 2020, we repurchased approximately 3.4 million
shares at a total cost of $343.0 million. Shares repurchased in fiscal 2020 were
impacted by the temporary suspension of our share repurchase program from March
12, 2020 until November 5, 2020, in order to strengthen our liquidity and
preserve cash while navigating the COVID-19 pandemic.

Fiscal 2020 Compared to Fiscal 2019

For a comparison of our performance and financial metrics for the fiscal years ended December 26, 2020 and December 28, 2019see “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 26, 2020filed with the SEC on February 18, 2021.

Liquidity and Capital Resources


In addition to normal operating expenses and expenses associated with COVID-19,
our primary ongoing cash requirements are for new store expansion, existing
store remodeling and improvements, store relocations, distribution facility
capacity and improvements, information technology, inventory purchases,
repayment of existing borrowings under our debt facilities, share repurchases,
cash dividends, and selective acquisitions as opportunities arise.

Our primary ongoing sources of liquidity are existing cash balances, cash
provided from operations, remaining funds available under our debt facilities,
operating and finance leases, and normal trade credit. Our inventory and
accounts payable levels typically build in the first and third fiscal quarters
to support the higher sales volume of the spring and cold-weather selling
seasons, respectively.

We believe that our existing cash balances, expected cash flow from future
operations, funds available under our debt facilities, operating and finance
leases, and normal trade credit will be sufficient to fund our operations,
including expenses associated with COVID-19, and our capital expenditure needs,
including new store openings, existing store remodeling and improvements,
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store relocations, distribution facility capacity and improvements, and information technology improvements through the end of fiscal 2022. We are not aware of any trends or events that would materially affect our capital requirements or liquidity.

Working Capital


At December 25, 2021, the Company had working capital of $1.19 billion, which
decreased $329.3 million from fiscal 2020. The shifts in working capital were
attributable to changes in the following components of current assets and
current liabilities (in millions):
                                                         December 25,         December 26,
                                                             2021                 2020              Variance
Current assets:
Cash and cash equivalents                               $     878.0         

$1,341.8 $ (463.8)


Inventories                                                 2,191.2              1,783.3               407.9
Prepaid expenses and other current assets                     164.1                133.6                30.5
Income taxes receivable                                        17.1                    -                17.1

Total current assets                                        3,250.4              3,258.7                (8.3)
Current liabilities:
Accounts payable                                            1,155.6                976.1               179.5
Accrued employee compensation                                 109.6                119.7               (10.1)
Other accrued expenses                                        474.4                324.8               149.6

Current portion of finance lease obligations                    3.9                  4.6                (0.7)
Current portion of operating lease obligations                321.3                298.7                22.6
Income taxes payable                                              -                 19.9               (19.9)

Total current liabilities                                   2,064.8              1,743.8               321.0
Working capital                                         $   1,185.6          $   1,514.9          $   (329.3)


In comparison to December 26, 2020working capital as of December 25, 2021 was impacted most significantly by changes in cash and cash equivalents, inventories, accounts payable and other accrued expenses.


•The decrease in cash and cash equivalents was primarily driven by share
repurchases, capital expenditures to support strategic growth, and cash
dividends to stockholders.
•The increase in inventories resulted from an increase in average inventory per
store driven by our commitment to support our strong sales trends, along with
the impact of inflation and the purchase of additional inventory to support new
store growth.
•The increase in accounts payable resulted from the purchase of additional
inventory to support new store growth and strong sales volume trends.
•Other accrued expenses increased primarily due to increases in freight and
other payables due to the growth in sales.

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Index

Debt


The following table summarizes the Company's outstanding debt as of the dates
indicated (in millions):
                                              December 25,       December 26,
                                                  2021               2020
1.75% Senior Notes due 2030                  $       650.0      $       650.0
3.70% Senior Notes due 2029                          150.0              150.0
Senior Credit Facility:
November 2020 Term Loan                              200.0              200.0
Revolving credit loans                                   -                  -
Total outstanding borrowings                       1,000.0            1,000.0
Less: unamortized debt issuance costs                (13.6)             

(15.7)

Total debt                                           986.4              

984.3

Less: current portion of long-term debt                  -                  -
Long-term debt                               $       986.4      $       984.3

Outstanding letters of credit                $        52.9      $        48.7



On October 30, 2020, the Company issued and sold, in a public offering, $650
million in aggregate principal amount of senior unsecured notes due November 1,
2030 bearing interest at 1.75% per annum (the "1.75% Senior Notes"). In support
of the issuance of the 1.75% Senior Notes, we obtained credit ratings from
Moody's Investor Services and Standard & Poor's.

We manage our business and financial ratios to target an investment-grade bond
rating, which has historically allowed flexible access to financing at
reasonable market costs. As of December 25, 2021, and the date of this filing,
February 17, 2022, the Company's senior unsecured debt is rated "Baa1," by
Moody's Investor Services with a stable outlook and "BBB" by Standard & Poor's
with a stable outlook. These ratings have been obtained with the understanding
that Moody's Investors Services and Standard & Poor's will continue to monitor
our credit and make future adjustments to these ratings to the extent warranted.
The ratings are not a recommendation to buy, sell or hold our securities, may be
changed, superseded or withdrawn at any time and should be evaluated
independently of any other rating.

Our current ratings, as well as future rating agency actions, could impact our
ability to finance our operations on satisfactory terms and affect our financing
costs. There can be no assurance that we will maintain or improve our current
credit ratings.

We also maintain a $500 million revolving credit facility (the "Revolver") under
the senior credit facility (the "Senior Credit Facility") with a sublimit of $50
million for swingline loans and a sublimit of $150 million for letters of
credit.

For additional information about the Company’s debt and credit facilities, refer to Note 4 to the Consolidated Financial Statements.

Sources and Uses of Cash


Our primary source of liquidity is cash provided by operations and funds
available under our debt facilities. Principal uses of cash for investing
activities are capital expenditures while principal uses of cash for financing
activities are repurchase of the Company's common stock and cash dividends paid
to stockholders.
                                       39

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Index


The following table presents a summary of cash flows provided by or used in
operating, investing, and financing activities for fiscal years 2021 and 2020
(in millions):
                                                               Fiscal Year
                                                           2021            2020
                                                        (52 weeks)      (52 weeks)
Net cash provided by operating activities              $  1,138.7      $  

1,394.5

Net cash used in investing activities                      (627.3)         

(292.2)

Net cash (used in)/provided by financing activities (975.1) 155.2 Net (decrease)/increase in cash and cash equivalents $ (463.7) $1,257.5




Operating Activities

Operating activities provided cash of $1.14 billion and $1.39 billion in fiscal
2021 and 2020, respectively. The $255.8 million decrease in net cash provided by
operating activities in fiscal 2021, compared to fiscal 2020, was due to changes
in the following (in millions):

                                                    Fiscal Year
                                                2021            2020
                                             (52 weeks)      (52 weeks)      Variance
Net income                                  $    997.1      $    749.0      $  248.1
Depreciation and amortization                    270.2           217.1          53.1
Impairment expense                                   -            74.1         (74.1)
Share-based compensation expense                  47.6            37.3      

10.3

Deferred income taxes                             29.1           (31.7)     

60.8

Inventories and accounts payable                (228.4)          152.6      

(381.0)

Prepaid expenses and other current assets (30.5) (32.8)

     2.3
Accrued expenses                                 127.8           152.4         (24.6)
Income taxes                                     (37.0)           14.0         (51.0)
Other, net                                       (37.2)           62.5         (99.7)

Net cash provided by operating activities $1,138.7 $1,394.5 $ (255.8)

The $255.8 million In net cash provided by operating activities in fiscal 2021, compared to fiscal 2020, is primarily driven by a significant increase in inventory and timing of payments and accruals, partially offset by an increase in our net income.

Investing Activities


Investing activities used cash of $627.3 million and $292.2 million in fiscal
2021 and 2020, respectively.  The $335.1 million increase in net cash used in
investing activities primarily reflects an increase in capital expenditures in
fiscal 2021 compared to fiscal 2020.
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Index

Investing activities, including capital expenditures, for fiscal 2021 and 2020 were as follows (in millions):


                                                                      Fiscal Year
                                                               2021                 2020
                                                            (52 weeks)           (52 weeks)           Variance
Existing stores                                           $     326.9          $      73.7          $    253.2
Information technology                                          124.8                133.0                (8.2)
Distribution center capacity and improvements                    93.3                 23.4                69.9
New and relocated stores and stores not yet opened               73.0                 58.8                14.2
Corporate and other                                              10.4                  5.1                 5.3

Total capital expenditures                                $     628.4          $     294.0          $    334.4
Proceeds from sale of property and equipment                     (1.1)                (1.8)                0.7
Net cash used in investing activities                     $     627.3       

$292.2 $335.1

The increase in spending for existing stores in fiscal 2021 as compared to fiscal 2020 principally reflects our strategic initiatives related to store remodels, including internal space productivity and the outside side lot improvements. The spending on information technology represents continued support of our store growth and our omni-channel initiatives, as well as improvements in security and compliance, enhancements and upgrades to our customer loyalty program, mobility in our stores, and other strategic initiatives.


The increase in spending for distribution center capacity and improvements in
fiscal 2021 as compared to fiscal 2020 is principally related to beginning
construction of a new distribution center in Navarre, Ohio, which is expected to
be approximately 900,000 square feet and is currently anticipated to be
completed in the fall of fiscal 2022.

The above table reflects an investment in 80 new Tractor Supply stores, and seven new Petsense Stores during fiscal 2021. In fiscal 2020, we opened 80 new
Tractor Supply stores, nine new Petsense stores, and had one store relocation.


Our projected capital expenditures for fiscal 2022 are currently estimated to be
in a range of approximately $625 million to $675 million. The capital
expenditures include a plan to open approximately 75 to 80 new Tractor Supply
stores, remodel more than 150 stores and transform the side lots in
approximately 100 locations, along with opening 10 new Petsense stores. We also
anticipate the opening of our ninth distribution center in Navarre, Ohio in the
fall of 2022. Additionally, we plan to begin construction in the middle of
fiscal 2022 on a new distribution center in Maumelle, Arkansas, which is
currently anticipated to be complete in late 2023. In addition, we plan to
support our continued improvements in technology and infrastructure at our
existing stores, and ongoing investments to enhance our digital and omni-channel
capabilities to better serve our customers.

Financing Activities


Financing activities used cash of $975.1 million in fiscal 2021, while financing
activities provided $155.2 million in fiscal 2020. The $1.13 billion decrease in
net cash provided by financing activities in fiscal 2021, compared to fiscal
2020, was due to changes in the following (in millions):


                                                                        Fiscal Year
                                                                 2021                 2020
                                                              (52 weeks)           (52 weeks)           Variance

Net borrowings and repayments under debt facilities $ –

      $     602.5          $   (602.5)
Repurchase of common stock                                       (798.9)              (343.0)             (455.9)
Net proceeds from issuance of common stock                         82.2                 99.3               (17.1)
Cash dividends paid to stockholders                              (239.0)              (174.7)              (64.3)
Other, net                                                        (19.4)               (28.9)                9.5

Net cash (used in)/provided by financing activities $ (975.1)

     $     155.2          $ (1,130.3)



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Index

The decrease in net cash from financing activities in fiscal 2021, compared to
fiscal 2020, is principally due to actions taken in fiscal 2020 intended to
strengthen our liquidity and preserve cash while navigating the COVID-19
pandemic, including borrowings under our debt facilities as well as a temporary
suspension of our share repurchase program.

Repurchase of Common Stock


The Company's Board of Directors has authorized common stock repurchases under a
share repurchase program which was announced in February 2007. The authorization
amount of the program, which has been increased from time to time, is currently
authorized for up to $6.50 billion, exclusive of any fees, commissions or other
expenses related to such repurchases. The currently authorized amount reflects a
$2.0 billion increase to the existing share repurchase program which was
approved by our Board of Directors on January 26, 2022. The share repurchase
program does not have an expiration date. The repurchases may be made from time
to time on the open market or in privately negotiated transactions. The timing
and amount of any shares repurchased under the program will depend on a variety
of factors, including price, corporate and regulatory requirements, capital
availability, and other market conditions. Repurchased shares are accounted for
at cost and will be held in treasury for future issuance. The program may be
limited, temporarily paused, or terminated at any time without prior notice.

We repurchased approximately 4.4 million and 3.4 million shares of common stock
under the share repurchase program at a total cost of $798.9 million and $343.0
million in fiscal 2021 and 2020, respectively. As of December 25, 2021, prior to
the expanded $2.0 billion repurchase authorization, the Company had remaining
authorization under the share repurchase program of $345.0 million, exclusive of
any fees, commissions, or other expenses. Shares repurchased in fiscal 2020 were
impacted by the temporary suspension of our share repurchase program from March
12, 2020 until November 5, 2020, in order to strengthen our liquidity and
preserve cash while navigating the COVID-19 pandemic. Our projected share
repurchases for fiscal 2022 are currently estimated to be in a range of
approximately $700 million to $800 million.

Cash Dividends Paid to Stockholders


We paid cash dividends totaling $239.0 million and $174.7 million in fiscal 2021
and 2020, respectively. In fiscal 2021, we declared and paid cash dividends to
stockholders of $2.08 per common share outstanding as compared to $1.50 per
common share outstanding in fiscal 2020. These payments reflect an increase in
the quarterly dividend in the first quarter of fiscal 2021 to $0.52 per share
from $0.40 per share and an increase in the quarterly dividend in the third
quarter of fiscal 2020 from $0.35 per share.

On January 26, 2022the Company’s Board of Directors declared a quarterly cash dividend of $0.92 per share of the Company’s outstanding common stock. The dividend will be paid on March 8, 2022to stockholders of record as of the close of business on February 21, 2022.


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

New Accounting Pronouncements


Refer to Note 1 to the Consolidated Financial Statements for recently adopted
accounting pronouncements and recently issued pronouncements not yet adopted as
of December 25, 2021.

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