TSCO 10-Q Quarterly Report Sept. 28, 2024

TRACTOR SUPPLY CO /DE/

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 27, 2025
10-Q	Quarter ended June 28, 2025
10-Q	Quarter ended March 29, 2025
10-K	Fiscal year ended Dec. 28, 2024
10-Q	Quarter ended Sept. 28, 2024
10-Q	Quarter ended June 29, 2024
10-Q	Quarter ended March 30, 2024
10-K	Fiscal year ended Dec. 30, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended July 1, 2023
10-Q	Quarter ended April 1, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 24, 2022
10-Q	Quarter ended June 25, 2022
10-Q	Quarter ended March 26, 2022
10-K	Fiscal year ended Dec. 25, 2021
10-Q	Quarter ended Sept. 25, 2021
10-Q	Quarter ended June 26, 2021
10-Q	Quarter ended March 27, 2021
10-K	Fiscal year ended Dec. 26, 2020
10-Q	Quarter ended Sept. 26, 2020
10-Q	Quarter ended June 27, 2020
10-Q	Quarter ended March 28, 2020
10-K	Fiscal year ended Dec. 28, 2019
10-Q	Quarter ended Sept. 28, 2019
10-Q	Quarter ended June 29, 2019
10-Q	Quarter ended March 30, 2019
10-K	Fiscal year ended Dec. 29, 2018
10-Q	Quarter ended Sept. 29, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 30, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended July 1, 2017
10-Q	Quarter ended April 1, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 24, 2016
10-Q	Quarter ended June 25, 2016
10-Q	Quarter ended March 26, 2016
10-K	Fiscal year ended Dec. 26, 2015
10-Q	Quarter ended Sept. 26, 2015
10-Q	Quarter ended June 27, 2015
10-Q	Quarter ended March 28, 2015
10-K	Fiscal year ended Feb. 18, 2015
10-Q	Quarter ended Nov. 3, 2014
10-Q	Quarter ended Aug. 4, 2014
10-Q	Quarter ended May 5, 2014
10-K	Fiscal year ended Feb. 19, 2014
10-Q	Quarter ended Sept. 28, 2013
10-Q	Quarter ended June 29, 2013
10-Q	Quarter ended March 30, 2013
10-K	Fiscal year ended Dec. 29, 2012
10-Q	Quarter ended Sept. 29, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended May 7, 2012
10-K	Fiscal year ended Feb. 29, 2012
10-Q	Quarter ended Nov. 3, 2011
10-Q	Quarter ended Aug. 4, 2011
10-Q	Quarter ended May 3, 2011
10-K	Fiscal year ended Feb. 23, 2011
10-Q	Quarter ended Sept. 25, 2010
10-Q	Quarter ended June 26, 2010
10-Q	Quarter ended March 27, 2010
10-K	Fiscal year ended Dec. 26, 2009

PROXIES

DEF 14A	Filed on May 15, 2025
DEF 14A	Filed on March 27, 2025
DEF 14A	Filed on May 9, 2024
DEF 14A	Filed on March 26, 2024
DEF 14A	Filed on March 28, 2023
DEF 14A	Filed on May 11, 2022
DEF 14A	Filed on March 28, 2022
DEF 14A	Filed on March 25, 2021
DEF 14A	Filed on March 23, 2020
DEF 14A	Filed on March 25, 2019
DEF 14A	Filed on March 27, 2018
DEF 14A	Filed on March 28, 2017
DEF 14A	Filed on March 18, 2016
DEF 14A	Filed on March 20, 2015
DEF 14A	Filed on March 19, 2014
DEF 14A	Filed on March 20, 2013
DEF 14A	Filed on March 20, 2012
DEF 14A	Filed on March 18, 2011
DEF 14A	Filed on March 17, 2010

tsco-20240928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended			September 28, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from						to

Commission file number 000-23314

TRACTOR SUPPLY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

13-3139732

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

5401 Virginia Way , Brentwood , Tennessee 37027

(Address of Principal Executive Offices and Zip Code)

( 615 ) 440-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.008 par value

TSCO

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.


Class						Outstanding at October 26, 2024
Common Stock, $0.008 par value						106,839,001

TABLE OF CONTENTS


		Page Number

PART I.	Financial Information	1
Item 1.	Financial Statements	1
	Consolidated Statements of Income (unaudited) – For the Fiscal Three and Nine Months Ended September 28, 2024 and September 30, 2023	1
	Consolidated Balance Sheets (unaudited) – September 28, 2024, December 30, 2023 and September 30, 2023	2
	Consolidated Statements of Comprehensive Income (unaudited) – For the Fiscal Three and Nine Months Ended September 28, 2024 and September 30, 2023	3
	Consolidated Statements of Stockholders’ Equity (unaudited) – For the Fiscal Three and Nine Months Ended September 28, 2024 and September 30, 2023	4
	Consolidated Statements of Cash Flows (unaudited) – For the Fiscal Nine Months Ended September 28, 2024 and September 30, 2023	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II.	Other Information	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	28
Signature		29

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)


	For the Fiscal Three				For the Fiscal Nine
	Months Ended				Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	$	3,468,245	$	3,411,980	$	11,109,700	$	10,895,900
Cost of merchandise sold	2,177,797		2,161,501		7,042,773		6,960,744
Gross profit	1,290,448		1,250,479		4,066,927		3,935,156
Selling, general and administrative expenses	852,299		819,311		2,590,637		2,500,704
Depreciation and amortization	113,550		90,263		327,107		289,775

Operating income	324,599		340,905		1,149,183		1,144,677
Interest expense, net	13,875		9,539		37,389		34,562
Income before income taxes	310,724		331,366		1,111,794		1,110,115
Income tax expense	69,254		76,365		246,960		250,792
Net income	$	241,470	$	255,001	$	864,834	$	859,323

Net income per share – basic	$	2.25	$	2.34	$	8.04	$	7.85
Net income per share – diluted	$	2.24	$	2.33	$	8.00	$	7.81

Weighted average shares outstanding:
Basic	107,167		108,774		107,614		109,415
Diluted	107,678		109,342		108,147		110,055

Dividends declared per common share outstanding	$	1.10	$	1.03	$	3.30	$	3.09

The accompanying notes are an integral part of these Consolidated Financial Statements.


						1

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)


	September 28,		December 30,		September 30,
	2024		2023		2023
ASSETS
Current assets:
Cash and cash equivalents	$	186,294	$	397,071	$	421,693

Inventories	3,082,519		2,645,854		2,834,247
Prepaid expenses and other current assets	199,967		218,553		278,174
Income taxes receivable	14,381		2,461		—
Total current assets	3,483,161		3,263,939		3,534,114
Property and equipment, net	2,632,895		2,437,184		2,273,646
Operating lease right-of-use assets	3,295,678		3,141,971		3,084,947
Goodwill and other intangible assets	269,520		269,520		267,329

Other assets	86,643		75,537		44,978
Total assets	$	9,767,897	$	9,188,151	$	9,205,014
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,349,817	$	1,179,803	$	1,412,186
Accrued employee compensation	53,065		91,478		49,957
Other accrued expenses	551,847		533,029		454,513

Current portion of finance lease liabilities	3,402		3,311		3,304
Current portion of operating lease liabilities	387,578		369,461		365,189
Income taxes payable	—		—		33,647

Total current liabilities	2,345,709		2,177,082		2,318,796
Long-term debt	1,831,218		1,728,964		1,728,255
Finance lease liabilities, less current portion	28,831		31,388		32,156
Operating lease liabilities, less current portion	3,082,653		2,902,858		2,848,385
Deferred income taxes	48,800		60,032		30,006

Other long-term liabilities	141,926		138,065		136,285
Total liabilities	7,479,137		7,038,389		7,093,883
Stockholders’ equity:
Preferred stock	—		—		—
Common stock	1,423		1,419		1,418
Additional paid-in capital	1,362,463		1,318,446		1,302,268
Treasury stock	( 5,869,286 )		( 5,458,855 )		( 5,347,302 )
Accumulated other comprehensive income	2,550		6,793		9,292
Retained earnings	6,791,610		6,281,959		6,145,455
Total stockholders’ equity	2,288,760		2,149,762		2,111,131
Total liabilities and stockholders’ equity	$	9,767,897	$	9,188,151	$	9,205,014

Preferred Stock (shares in thousands) : $ 1.00 par value; 40 shares authorized; no shares were issued or outstanding during any period presented.

Common Stock (shares in thousands) : $ 0.008 par value; 400,000 shares authorized for all periods presented. 177,845 , 177,332 , and 177,288 shares issued; 106,921 , 107,976 , and 108,474 shares outstanding at September 28, 2024, December 30, 2023, and September 30, 2023, respectively.

Treasury Stock (at cost, shares in thousands) : 70,924 , 69,356 , and 68,814 shares at September 28, 2024, December 30, 2023, and September 30, 2023, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.


						2

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	For the Fiscal Three				For the Fiscal Nine
	Months Ended				Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net income	$	241,470	$	255,001	$	864,834	$	859,323
Other comprehensive (loss) / income:
Change in fair value of interest rate swaps, net of taxes	( 2,130 )		( 924 )		( 4,243 )		( 1,983 )
Total other comprehensive (loss) / income	( 2,130 )		( 924 )		( 4,243 )		( 1,983 )
Total comprehensive income	$	239,340	$	254,077	$	860,591	$	857,340

The accompanying notes are an integral part of these Consolidated Financial Statements.


						3

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accum. Other Comp. Income (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Dollars
Stockholders’ equity at December 30, 2023	107,976	$	1,419	$	1,318,446	$	( 5,458,855 )	$	6,793	$	6,281,959	$	2,149,762
Common stock issuance under stock award plans & ESPP	412	3		21,715								21,718
Share-based compensation expense				14,448								14,448
Repurchase of shares to satisfy tax obligations				( 22,001 )								( 22,001 )
Repurchase of common stock	( 496 )					( 118,543 )						( 118,543 )
Cash dividends paid to stockholders										( 118,809 )		( 118,809 )
Change in fair value of interest rate swaps, net of taxes								( 731 )				( 731 )
Net income										198,167		198,167
Stockholders’ equity at March 30, 2024	107,892	$	1,422	$	1,332,608	$	( 5,577,398 )	$	6,062	$	6,361,317	$	2,124,011

Common stock issuance under stock award plans & ESPP	66	1		6,630								6,631
Share-based compensation expense				10,676								10,676
Repurchase of shares to satisfy tax obligations				( 716 )								( 716 )
Repurchase of common stock	( 511 )					( 140,546 )						( 140,546 )
Cash dividends paid to stockholders										( 118,538 )		( 118,538 )
Change in fair value of interest rate swaps, net of taxes								( 1,382 )				( 1,382 )
Net income										425,196		425,196
Stockholders’ equity at June 29, 2024	107,447	$	1,423	$	1,349,198	$	( 5,717,944 )	$	4,680	$	6,667,975	$	2,305,332

Common stock issuance under stock award plans & ESPP	35	—		4,167								4,167
Share-based compensation expense				9,999								9,999
Repurchase of shares to satisfy tax obligations				( 901 )								( 901 )
Repurchase of common stock	( 561 )					( 151,342 )						( 151,342 )
Cash dividends paid to stockholders										( 117,835 )		( 117,835 )
Change in fair value of interest rate swaps, net of taxes								( 2,130 )				( 2,130 )
Net income										241,470		241,470
Stockholders’ equity at September 28, 2024	106,921	$	1,423	$	1,362,463	$	( 5,869,286 )	$	2,550	$	6,791,610	$	2,288,760


						4

Table of Contents


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accum. Other Comp. Income / (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Dollars
Stockholders’ equity at December 31, 2022	110,251	$	1,415	$	1,261,283	$	( 4,855,909 )	$	11,275	$	5,624,352	$	2,042,416
Common stock issuance under stock award plans & ESPP	275	2		8,621								8,623
Share-based compensation expense				14,514								14,514
Repurchase of shares to satisfy tax obligations				( 21,643 )								( 21,643 )
Repurchase of common stock	( 866 )					( 197,168 )						( 197,168 )
Cash dividends paid to stockholders										( 113,447 )		( 113,447 )
Change in fair value of interest rate swaps, net of taxes								( 1,837 )				( 1,837 )
Net income										183,088		183,088
Stockholders’ equity at April 01, 2023	109,660	$	1,417	$	1,262,775	$	( 5,053,077 )	$	9,438	$	5,693,993	$	1,914,546

Common stock issuance under stock award plans & ESPP	90	1		6,628								6,629
Share-based compensation expense				15,665								15,665
Repurchase of shares to satisfy tax obligations				( 1,479 )								( 1,479 )
Repurchase of common stock	( 692 )					( 157,447 )						( 157,447 )
Cash dividends paid to stockholders										( 112,774 )		( 112,774 )
Change in fair value of interest rate swaps, net of taxes								778				778
Net income										421,234		421,234
Stockholders’ equity at July 01, 2023	109,058	$	1,418	$	1,283,589	$	( 5,210,524 )	$	10,216	$	6,002,453	$	2,087,152

Common stock issuance under stock award plans & ESPP	48	—		4,601								4,601
Share-based compensation expense				14,971								14,971
Repurchase of shares to satisfy tax obligations				( 893 )								( 893 )
Repurchase of common stock	( 632 )					( 136,778 )						( 136,778 )
Cash dividends paid to stockholders										( 111,999 )		( 111,999 )
Change in fair value of interest rate swaps, net of taxes								( 924 )				( 924 )
Net income										255,001		255,001
Stockholders’ equity at September 30, 2023	108,474	$	1,418	$	1,302,268	$	( 5,347,302 )	$	9,292	$	6,145,455	$	2,111,131

The accompanying notes are an integral part of these Consolidated Financial Statements.


						5

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the Fiscal Nine Months Ended
	September 28, 2024		September 30, 2023
Cash flows from operating activities:
Net income	$	864,834	$	859,323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	327,107		289,775
(Gain)/loss on disposition of property and equipment	( 38,751 )		( 27,460 )
Share-based compensation expense	35,124		45,150
Deferred income taxes	( 21,212 )		8,082
Change in assets and liabilities:
Inventories	( 436,665 )		( 147,521 )
Prepaid expenses and other current assets	9,092		( 28,647 )
Accounts payable	170,014		13,554
Accrued employee compensation	( 38,413 )		( 73,019 )
Other accrued expenses	( 227 )		( 53,795 )
Income taxes	( 11,920 )		24,176
Other	44,627		28,308
Net cash provided by operating activities	903,610		937,926
Cash flows from investing activities:
Capital expenditures	( 538,018 )		( 526,723 )
Proceeds from sale of property and equipment	77,895		57,801
Proceeds from Orscheln acquisition net working capital settlement	—		4,310
Proceeds from sale of Orscheln corporate headquarters and distribution center	—		10,000
Net cash used in investing activities	( 460,123 )		( 454,612 )
Cash flows from financing activities:
Borrowings under debt facilities	585,000		1,767,000
Repayments under debt facilities	( 485,000 )		( 1,195,000 )
Debt discounts and issuance costs	—		( 9,729 )

Principal payments under finance lease liabilities	( 1,317 )		( 3,606 )
Repurchase of shares to satisfy tax obligations	( 23,618 )		( 24,015 )
Repurchase of common stock	( 406,663 )		( 480,407 )
Net proceeds from issuance of common stock	32,516		19,853
Cash dividends paid to stockholders	( 355,182 )		( 338,219 )
Net cash used in financing activities	( 654,264 )		( 264,123 )
Net (decrease)/increase in cash and cash equivalents	( 210,777 )		219,191
Cash and cash equivalents at beginning of period	397,071		202,502
Cash and cash equivalents at end of period	$	186,294	$	421,693

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	36,433	$	29,011
Income taxes	278,273		215,637

Supplemental disclosures of non-cash activities:
Non-cash accruals for property and equipment	$	75,332	$	20,359
Increase of operating lease assets and liabilities from new or modified leases	442,399		481,177
Increase of finance lease assets and liabilities from new or modified leases	—		450

The accompanying notes are an integral part of these Consolidated Financial Statements.


						6

Table of Contents

TRACTOR SUPPLY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – General

Nature of Business

Founded in 1938, Tractor Supply Company (the “Company,” “Tractor Supply,” “we,” “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). The Company's stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company also owns and operates Petsense, LLC (“Petsense by Tractor Supply”), a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services. On October 12, 2022, the Company completed the acquisition of Orscheln Farm and Home, LLC (“Orscheln” or “Orscheln Farm and Home”) and converted the 81 acquired Orscheln stores to Tractor Supply stores in fiscal 2023. At September 28, 2024, the Company operated a total of 2,475 retail stores in 49 states ( 2,270 Tractor Supply retail stores and 205 Petsense by Tractor Supply retail stores) and also offered an expanded assortment of products through the Tractor Supply mobile application and online at TractorSupply.com and Petsense.com .

Basis of Presentation

The accompanying interim unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standard Board issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. The ASU requires disclosure about an entity’s use of supplier finance programs, including the key terms of the program, amount of obligations outstanding at the end of the reporting period, and a rollforward of activity within the program during the period. The Company adopted this ASU in fiscal 2023, except for the disclosure of rollforward activity, which is effective on a prospective basis beginning within the Annual Report on Form 10-K in fiscal 2024.

Supplier Finance Program

The Company has agreements with third-party financial institutions that allow certain participating suppliers the ability to finance payment obligations from the Company. The third-party financial institutions have separate arrangements with the Company’s suppliers and provide them with the option to request early payment for invoices confirmed by the Company. The Company does not determine the terms or conditions of the arrangements between the third-parties and their suppliers and receives no compensation from the third-party financial institutions. The Company’s obligation to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to finance amounts under the arrangements. The Company’s outstanding payment obligations under the supplier finance program, which are included in accounts payable on the Company’s Consolidated Balance Sheets, were $ 65.6 million, $ 38.4 million, and $ 57.8 million at September 28, 2024, December 30, 2023, and September 30, 2023, respectively.

Sale-leaseback Transactions

In the third quarter of fiscal 2024, the Company completed its strategically planned sale-leaseback of 9 Tractor Supply store locations, resulting in proceeds of $ 57.1 million and a gain of $ 34.9 million. The Company intends to lease those properties for 20 years, with renewal options thereafter. The transactions met the accounting criteria for sale-leaseback treatment, and the resulting leases were accounted for as operating leases.


						7

Table of Contents

Note 2 – Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1 - defined as observable inputs such as quoted prices in active markets;

• Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash and cash equivalents, short-term credit card receivables, trade payables, debt instruments, and interest rate swaps. Due to their short-term nature, the carrying values of cash and cash equivalents, short-term credit card receivables, and trade payables approximate current fair value at each balance sheet date.

As described in further detail in Note 5 to the Consolidated Financial Statements, the Company had $ 1.85 billion in borrowings under its debt facilities at September 28, 2024 and $ 1.75 billion in borrowings under its debt facilities at December 30, 2023 and September 30, 2023. The fair value of the Company’s $ 150 million 3.70% Senior Notes due 2029 (the “3.70% Senior Notes”) and the borrowings under the Company’s revolving credit facility (the “Revolving Credit Facility”) were determined based on market interest rates (Level 2 inputs). The carrying value of borrowings in the 3.70% Senior Notes and the Revolving Credit Facility approximate fair value for each period reported.

The fair value of the Company’s $ 650 million 1.750% Senior Notes due 2030 (the “1.75% Senior Notes”) and $ 750 million 5.250% Senior Notes due 2033 (the “5.25% Senior Notes”) are determined based on quoted prices in active markets, which are considered Level 1 inputs. The carrying value and the fair value of the 1.75% Senior Notes and the 5.25% Senior Notes, net of discounts, were as follows (in thousands):


	September 28, 2024				December 30, 2023				September 30, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
1.75% Senior Notes	$	641,628	$	562,315	$	640,596	$	533,013	$	640,252	$	495,027
5.25% Senior Notes	$	741,613	$	781,163	$	740,880	$	769,005	$	740,636	$	708,675

The Company's interest rate swap is carried at fair value, which is determined based on the present value of expected future cash flows using forward rate curves, which is considered a Level 2 input. In accordance with hedge accounting, the gains and losses on interest rate swaps that are designated and qualify as cash flow hedges are recorded as a component of Other Comprehensive Income, net of related income taxes, and reclassified into earnings in the same income statement line and period in which the hedged transactions affect earnings. The fair value of the interest rate swap, excluding accrued interest, was as follows (in thousands):


	Fair Value Measurements at
	September 28, 2024		December 30, 2023		September 30, 2023
Interest rate swap assets (Level 2)	$	3,395	$	9,099	$	12,477

Note 3 – Share-Based Compensation

Share-based compensation includes stock options, restricted stock units, performance-based restricted share units, and transactions under the Company's Employee Stock Purchase Plan (the “ESPP”). Share-based compensation expense is recognized based on grant date fair value of all stock options, restricted stock units, and performance-based restricted share units. Share-based compensation expense is also recognized for the value of the 15 % discount on shares purchased by employees as a part of the ESPP. The discount under the ESPP represents the difference between the market value on the first day of the purchase period or the market value on the purchase date, whichever is lower, and the employee’s purchase price.


						8

Table of Contents

There were no significant modifications to the Company’s share-based compensation plans during the fiscal nine months ended September 28, 2024.

Share-based compensation expense was $ 10.0 million and $ 15.0 million for the third quarter of fiscal 2024 and 2023, respectively, and $ 35.1 million and $ 45.2 million for the first nine months of fiscal 2024 and 2023, respectively.

Stock Options

The following table summarizes information concerning stock option grants during the first nine months of fiscal 2024:


	Fiscal Nine Months Ended
	September 28, 2024
Stock options granted	136,299
Weighted average exercise price	$	233.85
Weighted average grant date fair value per option	$	58.63

As of September 28, 2024, total unrecognized compensation expense related to non-vested stock options was approximately $ 10.1 million with a remaining weighted average expense recognition period of 2.0 years.

Restricted Stock Units and Performance-Based Restricted Share Units

The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first nine months of fiscal 2024:


	Fiscal Nine Months Ended
	September 28, 2024
Restricted Stock Unit Activity
Awards granted	230,789
Weighted average grant date fair value per share	$	226.94
Performance-Based Restricted Share Unit Activity
Awards granted (a)	57,364
Weighted average grant date fair value per share - awards granted	$	235.54
Performance adjustment (b)	80,723
Weighted average grant date fair value per share - performance adjustment	$	120.37

(a) Assumes 100% target level achievement of the relative performance targets.

(b) Shares adjusted for performance-based restricted share unit awards settled during the first three months of fiscal 2024 based on actual achievement of performance targets.

In the first nine months of fiscal 2024, the Company granted performance-based restricted share unit awards that are subject to the achievement of specified performance goals. The performance metrics for the units are growth in net sales and growth in earnings per diluted share and also include a relative total shareholder return modifier. The number of performance-based restricted share units presented in the foregoing table represent the shares that can be achieved at the performance metric target value. The actual number of shares that will be issued under the performance-based restricted share unit awards, which may be higher or lower than the target, will be determined by the level of achievement of the performance goals and the relative total shareholder return modifier. If the performance targets are achieved, the units will be issued based on the achievement level, inclusive of the relative total shareholder return modifier, and the grant date fair value will cliff vest in full on the third anniversary of the date of the grant, subject to continued employment.

As of September 28, 2024, total unrecognized compensation expense related to non-vested restricted stock units and non-vested performance-based restricted share units was approximately $ 77.1 million with a remaining weighted average expense recognition period of 2.0 years.


						9

Table of Contents

Note 4 – Net Income Per Share

The Company presents both basic and diluted net income per share on the Consolidated Statements of Income. Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share is calculated by dividing net income by the weighted average diluted shares outstanding during the period. Dilutive shares are computed using the treasury stock method for share-based awards. Performance-based restricted share units are included in diluted shares only if the related performance conditions are considered satisfied as of the end of the reporting period. Net income per share is calculated as follows (in thousands, except per share amounts):


	Fiscal Three Months Ended
	September 28, 2024					September 30, 2023
	Income		Shares	Per Share Amount		Income		Shares	Per Share Amount
Basic net income per share:	$	241,470	107,167	$	2.25	$	255,001	108,774	$	2.34
Dilutive effect of share-based awards	—		511	( 0.01 )		—		568	( 0.01 )
Diluted net income per share:	$	241,470	107,678	$	2.24	$	255,001	109,342	$	2.33

	Fiscal Nine Months Ended
	September 28, 2024					September 30, 2023
	Income		Shares	Per Share Amount		Income		Shares	Per Share Amount
Basic net income per share:	$	864,834	107,614	$	8.04	$	859,323	109,415	$	7.85
Dilutive effect of share-based awards	—		533	( 0.04 )		—		640	( 0.04 )
Diluted net income per share:	$	864,834	108,147	$	8.00	$	859,323	110,055	$	7.81

Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.1 million shares for the fiscal three months ended September 28, 2024 and approximately 0.2 million shares for the fiscal three months ended September 30, 2023. Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.2 million shares for the fiscal nine months ended September 28, 2024 and approximately 0.2 million shares for the fiscal nine months ended September 30, 2023.

Note 5 – Debt

The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions):


	September 28, 2024		December 30, 2023		September 30, 2023
5.25% Senior Notes	$	750.0	$	750.0	$	750.0
1.75% Senior Notes	650.0		650.0		650.0
3.70% Senior Notes (a)	150.0		150.0		150.0
Senior credit facilities:
Revolving Credit Facility	300.0		200.0		200.0
Total outstanding borrowings	1,850.0		1,750.0		1,750.0
Less: unamortized debt discounts and issuance costs	( 18.8 )		( 21.0 )		( 21.7 )
Total debt	1,831.2		1,729.0		1,728.3
Less: current portion of long-term debt	—		—		—
Long-term debt	$	1,831.2	$	1,729.0	$	1,728.3

Outstanding letters of credit	$	78.8	$	58.3	$	58.2

(a) Also referred to herein as the “Note Purchase Facility,” referring to the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, PGIM, Inc. and the noteholders party thereto, as amended through November 2, 2022, under which the notes were purchased.

Borrowings under the Company’s Revolving Credit Facility (the “2022 Senior Credit Facility”) bore interest either at the bank’s base rate ( 8.000 % at September 28, 2024) plus an additional amount ranging from 0.000 % to 0.250 % ( 0.000 % at


						10

Table of Contents

September 28, 2024) or at the adjusted Secured Overnight Financing Rate ( 4.844 % at September 28, 2024) plus an additional amount ranging from 0.750 % to 1.250 % ( 1.000 % at September 28, 2024), adjusted based on the Company’s public credit ratings. The Company was also required to pay, quarterly in arrears, a commitment fee related to unused capacity on the Revolving Credit Facility ranging from 0.080 % to 0.150 % per annum ( 0.100 % at September 28, 2024), adjusted based on the Company’s public credit ratings.

The Company has entered into an interest rate swap agreement in order to hedge its exposure to variable rate interest payments associated with its debt. The interest rate swap agreement will mature on March 18, 2025, and the notional amount of the agreement is fixed at $ 200.0 million.

Covenants and Default Provisions of the Debt Agreements

As of September 28, 2024, the 2022 Senior Credit Facility and the Note Purchase Facility (collectively, the “Debt Agreements”) required quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio. Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments). The fixed charge coverage ratio was required to be greater than or equal to 2.00 to 1.00 as of the last day of each fiscal quarter. The leverage ratio compares total funded debt to consolidated EBITDAR. The leverage ratio was required to be less than or equal to 4.00 to 1.00 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional subsidiary indebtedness, business operations, subsidiary guarantees, mergers, consolidations and sales of assets, transactions with subsidiaries or affiliates, and liens. As of September 28, 2024, the Company was in compliance with all debt covenants.

The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, and invalidity of loan documents. Upon certain changes of control, amounts outstanding under the Debt Agreements could become due and payable. In addition, under the Note Purchase Facility, upon an event of default or change of control, a whole payment may become due and payable.

The Note Purchase Facility also requires that, in the event the Company amends its 2022 Senior Credit Facility, or any subsequent credit facility of $ 100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Facility or that are similar to those contained in the Note Purchase Facility but which contain percentages, amounts, formulas, or grace periods that are more restrictive than those set forth in the Note Purchase Facility or are otherwise more beneficial to the lenders thereunder, the Note Purchase Facility shall be automatically amended to include such additional or amended covenants and/or default provisions.


						11

Table of Contents

Note 6 – Capital Stock and Dividends

Capital Stock

The authorized capital stock of the Company consists of common stock and preferred stock. The Company is authorized to issue 400 million shares of common stock. The Company is also authorized to issue 40 thousand shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Company's Board of Directors.

Dividends

During the first nine months of fiscal 2024 and fiscal 2023, the Company's Board of Directors declared the following cash dividends:

Date Declared

Dividend Amount
Per Share of Common Stock

Record Date

Date Paid

August 7, 2024

1.10

August 26, 2024

September 10, 2024

May 8, 2024

1.10

May 28, 2024

June 11, 2024

February 5, 2024

1.10

February 26, 2024

March 12, 2024

August 9, 2023

1.03

August 28, 2023

September 12, 2023

May 10, 2023

1.03

May 30, 2023

June 13, 2023

February 8, 2023

1.03

February 27, 2023

March 14, 2023

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 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 that the Company’s Board of Directors deem relevant.

On November 6, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $ 1.10 per share of the Company’s outstanding common stock. The dividend will be paid on December 10, 2024 to stockholders of record as of the close of business on November 25, 2024.

Note 7 – Treasury Stock

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The total authorized amount of the program, which has been increased from time to time, is currently $ 6.50 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. 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. As of September 28, 2024, the Company had remaining authorization under the share repurchase program of $ 641.7 million, exclusive of any fees, commissions, or other expenses.


						12

Table of Contents

The following table provides the number of shares repurchased, average price paid per share, and total cost of share repurchases during the fiscal three months and fiscal nine months ended September 28, 2024 and September 30, 2023, respectively (in thousands, except per share amounts):


	Fiscal Three Months Ended				Fiscal Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Total number of shares repurchased	561		632		1,568		2,190
Average price paid per share	$	267.12	$	214.45	$	259.22	$	222.20
Total cost of share repurchases (a)	$	151,342	$	136,778	$	410,431	$	491,394

(a) Effective January 1, 2023, the Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as a part of the cost basis of the shares within treasury stock. The cost of shares repurchased may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period and excise taxes incurred on share repurchases.

Note 8 – Income Taxes

The Company’s effective income tax rate was 22.3 % in the third quarter of fiscal 2024 compared to 23.0 % in the third quarter of fiscal 2023. The Company’s effective income tax rate was 22.2 % in the first nine months of fiscal 2024 compared to 22.6 % in the first nine months of fiscal 2023. The decrease in the effective income tax rate in the third quarter and first nine months of fiscal 2024 compared to the corresponding periods in fiscal 2023 was driven primarily by a decrease in state income taxes. The decrease in the third quarter of fiscal 2024 was also driven by an increase in federal tax credits.

Note 9 – Commitments and Contingencies

Letters of Credit

At September 28, 2024, the Company had $ 78.8 million in outstanding letters of credit.

Litigation

The Company is involved in various litigation matters arising in the ordinary course of business. The Company believes that, based upon information currently available, any estimated loss related to such matters has been adequately provided for in accrued liabilities to the extent probable and reasonably estimable. Accordingly, the Company currently expects these matters will be resolved without material adverse effect on its consolidated financial position, results of operations, or cash flows. However, litigation and other legal matters involve an element of uncertainty. Future developments in such matters, including adverse decisions or settlements or resulting required changes to the Company's business operations, could affect our consolidated operating results when resolved in future periods or could result in liability or other amounts material to the Company's Consolidated Financial Statements.


						13

Table of Contents

Note 10 – Segment Reporting

The Company has one reportable segment which is the retail sale of products that support the rural lifestyle. The following table indicates the percentage of net sales represented by each of our major product categories during the fiscal three and nine months ended September 28, 2024 and September 30, 2023:


	Fiscal Three Months Ended				Fiscal Nine Months Ended
Product Category	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Livestock, Equine & Agriculture (a)	28	%	29	%	28	%	29	%
Companion Animal (b)	25	%	26	%	24	%	25	%
Seasonal & Recreation (c)	22	%	20	%	24	%	22	%
Truck, Tool & Hardware (d)	17	%	17	%	16	%	16	%
Clothing, Gift & Décor (e)	8	%	8	%	8	%	8	%
Total	100	%	100	%	100	%	100	%

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

(a) Includes livestock and equine feed & equipment, poultry, fencing, and sprayer & chemicals.

(b) Includes food, treats and equipment for dogs, cats, and other small animals as well as dog wellness.

(d) Includes truck accessories, trailers, generators, lubricants, batteries, and hardware and tools.

(e) Includes clothing, footwear, toys, snacks, and decorative merchandise.

Note 11 – Subsequent Events

On October 24, 2024, the Company announced that it has entered into a definitive agreement to acquire Allivet, Inc., a privately held online pet pharmacy. The closing of the acquisition is conditioned on the receipt of regulatory approvals and satisfactory completion of customer closing conditions. The transaction is expected to close in Tractor Supply’s fiscal first quarter of 2025. The deal is an all-cash transaction that the Company anticipates financing through its balance sheet.


						14

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the “2023 Form 10-K”) and subsequent Quarterly Reports on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements and information. The forward-looking statements included herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including sales and earnings growth, new store growth, estimated results of operations in future periods (including, but not limited to, sales, comparable store sales, operating margins, net income, and earnings per diluted share), the declaration and payment of dividends, the timing and amount of share repurchases, future capital expenditures (including their timing, amount and nature), sale-leasebacks, acquisitions, business strategy, strategic initiatives, expansion and growth of our business operations, and other such matters are forward-looking statements. Forward-looking statements are usually identified by or are associated with such words as “will,” “plan,” “intend,” “expect,” “believe,” “anticipate,” “optimistic,” “forecasted” and similar terminology. These forward-looking statements may be affected by certain risks and uncertainties, any one, or a combination of which, could materially affect the results of our operations. To take advantage of the safe harbor provided by the PSLRA, we have identified certain factors, in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K and in Part II, Item 1A of this Form 10-Q, which may cause actual results to differ materially from those expressed in any forward-looking statements. These “Risk Factors” may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the SEC.

Forward-looking statements made by or on behalf of the Company are based on our knowledge of our business and the environment in which we operate, but because of the factors listed above or other factors, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and those contained in the Company’s 2023 Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”). There can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or our business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Seasonality and Weather

Our business is seasonal. Historically, our sales and profits are the highest in the second and fourth fiscal quarters due to the sale of seasonal products. We usually experience our highest inventory and accounts payable balances during our first fiscal quarter for purchases of seasonal products to support the higher sales volume of the spring selling season, and again during our third fiscal quarter to support the higher sales volume of the cold weather selling season. We believe that our business can be more accurately assessed by focusing on the performance of the halves, not the quarters, due to the fact that different weather patterns from year-to-year can shift the timing of sales and profits between quarters, particularly between the first and second fiscal quarters and the third and fourth fiscal quarters.

Historically, weather conditions, including unseasonably warm weather in the fall and winter months and unseasonably cool weather in the spring and summer months, have unfavorably affected the timing and volume of our sales and results of operations. In addition, extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, and droughts have impacted operating results both negatively and positively, depending on the severity and length of these conditions. Our strategy is to manage product flow and adjust merchandise assortments and depth of inventory to capitalize on seasonal demand trends, but there is no guarantee that we will be able to successfully execute this strategy. For more information regarding the risks we face in this regard, see Item 1A. “Risk Factors—Weather and Climate Risks” in our 2023 Form 10-K .


						15

Table of Contents

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. An Orscheln store is considered a comparable store one year after its point-of-sale system conversion. Fiscal 2024 and fiscal 2023 each include 52 weeks. Comparable store sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with U.S. GAAP.

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.

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.


	For the Fiscal Three				For the Fiscal Nine
	Months Ended				Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	100.00	%	100.00	%	100.00	%	100.00	%
Cost of merchandise sold	62.79		63.35		63.39		63.88
Gross profit	37.21		36.65		36.61		36.12
Selling, general and administrative expenses	24.57		24.01		23.32		22.95
Depreciation and amortization	3.27		2.65		2.94		2.66

Operating income	9.36		9.99		10.34		10.51
Interest expense, net	0.40		0.28		0.34		0.32
Income before income taxes	8.96		9.71		10.01		10.19
Income tax expense	2.00		2.24		2.22		2.30
Net income	6.96	%	7.47	%	7.78	%	7.89	%

Note: Percent of net sales amounts may not sum to totals due to rounding.

Fiscal Three Months (Third Quarter) Ended September 28, 2024 and September 30, 2023

Net sales for the third quarter of fiscal 2024 increased 1.6% to $3.47 billion from $3.41 billion for the third quarter of fiscal 2023. The increase in net sales was driven by new store openings. Comparable store sales for the third quarter of fiscal 2024 decreased 0.2%, driven by a comparable average transaction count increase of 0.3%, offset by a comparable average ticket decrease of 0.5%. Comparable store sales results reflect continued strength in big ticket categories, partially offset by declines in year-round discretionary categories. As expected, consumable, usable and edible products were modestly negative with positive unit growth offset by average unit price pressure. In the third quarter of fiscal 2023, net sales increased 4.3% and comparable store sales decreased 0.4%.

Sales from new stores were $70.1 million for the third quarter of fiscal 2024, which represented 2.0 percentage points of the 1.6% net sales increase over third quarter fiscal 2023 net sales. For the third quarter of fiscal 2023, sales from stores open less


						16

Table of Contents

than one year were $157.5 million, which represented 4.8 percentage points of the 4.3% increase over third quarter fiscal 2022 net sales.

The following table summarizes store growth for the fiscal three months ended September 28, 2024 and September 30, 2023:


	Fiscal Three Months Ended
Store Count Information:	September 28, 2024	September 30, 2023
Tractor Supply
Beginning of period	2,254	2,181
New stores opened	16	17
Stores closed	—	—
End of period	2,270	2,198
Petsense by Tractor Supply
Beginning of period	205	192
New stores opened	—	4
Stores closed	—	(1)
End of period	205	195
Consolidated end of period	2,475	2,393
Stores relocated	1	1

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal three months ended September 28, 2024 and September 30, 2023:


	Percent of Net Sales
	Fiscal Three Months Ended

Product Category:	September 28, 2024		September 30, 2023
Livestock, Equine, & Agriculture	28	%	29	%
Companion Animal	25	%	26	%
Seasonal & Recreation	22	%	20	%
Truck, Tool, & Hardware	17	%	17	%
Clothing, Gift, & Décor	8	%	8	%
Total	100	%	100	%

Gross profit increased 3.2% to $1.29 billion for the third quarter of fiscal 2024 from $1.25 billion for the third quarter of fiscal 2023. As a percent of net sales, gross margin in the third quarter of fiscal 2024 increased 56 basis points to 37.2% from 36.7% in the third quarter of fiscal 2023. The gross margin rate increase was primarily attributable to ongoing lower transportation costs along with disciplined product cost management and the continued execution of an everyday low price strategy. These improvements in gross margin rate were partially offset by growth in big ticket categories, which have below chain-average margins.

Selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 6.2% to $965.8 million for the third quarter of fiscal 2024 from $909.6 million for the third quarter of fiscal 2023. As a percent of net sales, SG&A expenses increased 119 basis points to 27.8% from 26.7% in the third quarter of fiscal 2023. The increase in SG&A as a percent of net sales was primarily attributable to planned growth investments, which included the onboarding of a new distribution center, lapping a one-time depreciation expense benefit in the prior year of $11.3 million or approximately 35 basis points, as well as modest deleverage of the Company’s fixed costs given the slight decline in comparable store sales. These factors were partially offset by a disciplined focus on productivity, cost control and modest benefits from the Company’s sale-leaseback strategy.

Operating income for the third quarter of fiscal 2024 decreased 4.8% to $324.6 million from $340.9 million in the third quarter of fiscal 2023.


						17

Table of Contents

The effective income tax rate was 22.3% in the third quarter of fiscal 2024 compared to 23.0% in the third quarter of fiscal 2023. The decrease in the effective income tax rate in the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023 was driven primarily by a decrease in state income taxes and an increase in federal tax credits.

Net income for the third quarter of fiscal 2024 decreased 5.3% to $241.5 million, or $2.24 per diluted share, as compared to net income of $255.0 million, or $2.33 per diluted share, for the third quarter of fiscal 2023.

During the third quarter of fiscal 2024, we repurchased approximately 0.6 million shares of the Company’s common stock at a total cost of $149.8 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $117.8 million, returning $267.6 million to our stockholders.

Fiscal Nine Months Ended September 28, 2024 and September 30, 2023

Net sales for the first nine months of fiscal 2024 increased 2.0% to $11.11 billion from $10.90 billion for the first nine months of fiscal 2023. The increase in net sales was driven by growth in new store sales which increased 2.0%. Comparable store sales for the first nine months of fiscal 2024 were flat. The comparable store sales results for the first nine months of fiscal 2024 included an increase in comparable average transaction count of 0.3%, partially offset by a decrease in comparable average transaction value of 0.2%. In the first nine months of fiscal 2023, net sales increased 6.8% and comparable store sales increased 1.5%.

Sales from new stores were $219.1 million for the first nine months of fiscal 2024, which represented 2.0 percentage points of the 2.0% net sales increase over the first nine months of fiscal 2023 net sales. For the first nine months of fiscal 2023, sales from stores open less than one year were $498.2 million, which represented 4.9 percentage points of the 6.8% increase over the first nine months of fiscal 2022 net sales.


						18

Table of Contents

The following table summarizes store growth for the fiscal nine months ended September 28, 2024 and September 30, 2023:


	Fiscal Nine Months Ended
Store Count Information:	September 28, 2024	September 30, 2023
Tractor Supply
Beginning of period	2,216	2,147
New stores opened	54	51
Stores closed	—	—
End of period	2,270	2,198
Petsense by Tractor Supply
Beginning of period	198	186
New stores opened	7	10
Stores closed	—	(1)
End of period	205	195
Consolidated, end of period	2,475	2,393
Stores relocated	4	5

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal nine months ended September 28, 2024 and September 30, 2023:


	Percent of Net Sales
	Fiscal Nine Months Ended
Product Category:	September 28, 2024		September 30, 2023
Livestock, Equine, & Agriculture	28	%	29	%
Companion Animal	24	%	25	%
Seasonal & Recreation	24	%	22	%
Truck, Tool, & Hardware	16	%	16	%
Clothing, Gift, & Décor	8	%	8	%
Total	100	%	100	%

Gross profit increased 3.3% to $4.07 billion for the first nine months of fiscal 2024 from $3.94 billion for the first nine months of fiscal 2023. As a percent of net sales, gross margin in the first nine months of fiscal 2024 increased 49 basis points to 36.6% from 36.1% in the first nine months of fiscal 2023. The gross margin rate increase was primarily attributable to lower transportation costs and disciplined product cost management. Additionally, gross margin continued to benefit from the Company’s ongoing execution of an everyday low price strategy.

Selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 4.6% to $2.92 billion for the first nine months of fiscal 2024 from $2.79 billion for the first nine months of fiscal 2023. As a percent of net sales, SG&A expenses increased 65 basis points to 26.3% for the first nine months of fiscal 2024 from 25.6% for the first nine months of fiscal 2023. The increase in SG&A as a percent of net sales was primarily attributable to the Company’s planned growth investments, which included higher depreciation and amortization. A modest deleverage of fixed costs given the level of comparable sales growth and start-up costs associated with the opening of a new distribution center also contributed to the increase in SG&A as a percent of net sales. These factors were partially offset by a disciplined focus on productivity, cost control and modest benefits from the Company’s sale-leaseback strategy.

Operating income for the first nine months of fiscal 2024 increased 0.4% to $1.15 billion compared to $1.14 billion in the first nine months of fiscal 2023.

The effective income tax rate was 22.2% in the first nine months of fiscal 2024 compared to 22.6% in the first nine months of fiscal 2023. The decrease in the effective income tax rate in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 was driven primarily by a decrease in state income taxes.


						19

Table of Contents

Net income for the first nine months of fiscal 2024 increased 0.6% to $864.8 million, or $8.00 per diluted share, as compared to net income of $859.3 million, or $7.81 per diluted share, for the first nine months of fiscal 2023.

During the first nine months of fiscal 2024, we repurchased approximately 1.6 million shares of the Company’s common stock at a total cost of $406.4 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $355.2 million, returning $761.6 million to our stockholders.

Liquidity and Capital Resources

In addition to normal operating expenses, 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 plan to continue to leverage our sale-leaseback program on both existing owned stores and future new store openings in order to help fund our planned owned store development over the next several years.

We believe that our existing cash balances, expected cash flow from future operations, funds available under our debt facilities, operating and finance leases, normal trade credit, and access to the long-term debt capital markets will be sufficient to fund our operations and our capital expenditure needs, including new store openings, existing store remodeling and improvements, store relocations, distribution facility capacity and improvements, and information technology improvements, for the next 12 months and the longer term foreseeable future.

Debt

The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions):


	September 28, 2024		December 30, 2023		September 30, 2023
5.25% Senior Notes	$	750.0	$	750.0	$	750.0
1.75% Senior Notes	650.0		650.0		650.0
3.70% Senior Notes (a)	150.0		150.0		150.0
Senior credit facilities:
Revolving Credit Facility	300.0		200.0		200.0
Total outstanding borrowings	1,850.0		1,750.0		1,750.0
Less: unamortized debt discounts and issuance costs	(18.8)		(21.0)		(21.7)
Total debt	1,831.2		1,729.0		1,728.3
Less: current portion of long-term debt	—		—		—
Long-term debt	$	1,831.2	$	1,729.0	$	1,728.3

Outstanding letters of credit	$	78.8	$	58.3	$	58.2

For additional information about the Company’s debt and credit facilities, refer to Note 5 to the Consolidated Financial Statements.


						20

Table of Contents

Cash Flows Provided by Operating Activities

Operating activities provided net cash of $903.6 million and $937.9 million in the first nine months of fiscal 2024 and fiscal 2023, respectively. The $34.3 million decrease in net cash provided by operating activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is due to changes in the following operating activities (in millions):


	Fiscal Nine Months Ended
	September 28, 2024		September 30, 2023		Variance
Net income	$	864.8	$	859.3	$	5.5
Depreciation and amortization	327.1		289.8		37.3
Gain on disposal of property and equipment	(38.8)		(27.5)		(11.3)
Share-based compensation expense	35.1		45.2		(10.1)
Deferred income taxes	(21.2)		8.1		(29.3)
Inventories and accounts payable	(266.7)		(134.0)		(132.7)
Prepaid expenses and other current assets	9.1		(28.6)		37.7
Accrued expenses	(38.6)		(126.8)		88.2
Income taxes	(11.9)		24.2		(36.1)
Other, net	44.7		28.2		16.5
Net cash provided by operating activities	$	903.6	$	937.9	$	(34.3)

Note: Amounts may not sum to totals due to rounding.

The $34.3 million decrease in net cash provided by operating activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 was primarily driven by the increase in inventories and accounts payable due to overall Company growth, investments in both consumable, usable and edible products and big ticket inventory categories, and timing of accounts payable. This decrease was partially offset by changes in accrued expenses from timing of payments.

Cash Flows Used in Investing Activities

Investing activities used net cash of $460.1 million and $454.6 million in the first nine months of fiscal 2024 and fiscal 2023, respectively. The $5.5 million increase in net cash used in investing activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is due to changes in the following investing activities (in millions):


	Fiscal Nine Months Ended
	September 28, 2024		September 30, 2023		Variance
Existing stores	$	(209.8)	$	(246.2)	$	36.4
New stores, relocated stores and stores not yet opened	(178.8)		(72.3)		(106.5)
Information technology	(95.8)		(86.4)		(9.4)
Distribution center capacity and improvements	(45.2)		(120.4)		75.2
Corporate and other	(8.4)		(1.4)		(7.0)
Total capital expenditures	(538.0)		(526.7)		(11.3)
Proceeds from sale of property and equipment	77.9		57.8		20.1
Proceeds from Orscheln acquisition net working capital settlement	—		4.3		(4.3)
Proceeds from sale of Orscheln corporate headquarters and distribution center	—		10.0		(10.0)
Net cash used in investing activities	$	(460.1)	$	(454.6)	$	(5.5)

Note: Amounts may not sum to totals due to rounding.

The decrease in spending for existing stores in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 primarily reflects the ongoing completion of Orscheln store remodels throughout fiscal 2023. Adjusting for the


						21

Table of Contents

completion of Orscheln store remodels, existing store capital spend reflects a continued commitment to strategic initiatives related to existing store remodels. This includes internal space productivity and side lot garden center transformations.

The increase in spending for new stores, relocated stores and stores not yet opened in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 is primarily attributable to increased capital outlay associated with our owned store development program. This program began in the third quarter of fiscal 2023.

The increase in spending for information technology in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 is attributable to continued support for improvements in mobility in our stores, our digital initiatives, increased security and compliance, and other strategic initiatives.

The decrease in spending for distribution center capacity and improvements in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 primarily reflects a reduction in distribution center construction projects. The first nine months of fiscal 2023 reflect construction costs associated with both the Navarre, Ohio distribution center, which opened during the first quarter of fiscal 2023, and the Maumelle, Arkansas distribution center, which opened during the second quarter of fiscal 2024. The first nine months of fiscal 2024 solely reflect construction costs associated with the Maumelle, Arkansas distribution center.

The increase in spending for corporate in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 is primarily attributable to an increase in spending on information technology projects at the Store Support Center related to supporting store efficiency initiatives.

In the first nine months of fiscal 2024, the Company opened 54 new Tractor Supply stores compared to 51 new Tractor Supply stores during the first nine months of fiscal 2023.

Our projected capital expenditures for fiscal 2024 are currently estimated to be in the range of $625.0 million to $700.0 million, net of proceeds from the sale of existing Company-owned stores as part of our sale-leaseback strategy. The capital expenditures include plans to open a total of approximately 80 new Tractor Supply stores, continue Project Fusion remodels and garden center transformations, and open a total of 10 to 15 new Petsense by Tractor Supply stores.

Cash Flows Used in Financing Activities

Financing activities used net cash of $654.3 million and $264.1 million in the first nine months of fiscal 2024 and fiscal 2023, respectively. The $390.2 million increase in net cash used in financing activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is due to changes in the following (in millions):


	Fiscal Nine Months Ended
	September 28, 2024		September 30, 2023		Variance
Net borrowings and repayments under debt facilities	$	100.0	$	572.0	$	(472.0)
Repurchase of common stock	(406.7)		(480.4)		73.7
Cash dividends paid to stockholders	(355.2)		(338.2)		(17.0)
Net proceeds from issuance of common stock	32.5		19.9		12.6
Other, net	(24.9)		(37.4)		12.5
Net cash used in financing activities	$	(654.3)	$	(264.1)	$	(390.2)

Note: Amounts may not sum to totals due to rounding.

The $390.2 million increase in net cash used in financing activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is primarily due to the reduced borrowing activity in the current period, partially offset by a decrease in the repurchase of common stock as compared to prior period.


						22

Table of Contents

Dividends

During the first nine months of fiscal 2024 and fiscal 2023, the Company's Board of Directors declared the following cash dividends:

Date Declared

Dividend Amount
Per Share of Common Stock

Record Date

Date Paid

August 7, 2024

1.10

August 26, 2024

September 10, 2024

May 8, 2024

1.10

May 28, 2024

June 11, 2024

February 5, 2024

1.10

February 26, 2024

March 12, 2024

August 9, 2023

1.03

August 28, 2023

September 12, 2023

May 10, 2023

1.03

May 30, 2023

June 13, 2023

February 8, 2023

1.03

February 27, 2023

March 14, 2023

On November 6, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $1.10 per share of the Company’s outstanding common stock. The dividend will be paid on December 10, 2024 to stockholders of record as of the close of business on November 25, 2024.

Share Repurchase Program

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The total authorized amount of the program, which has been increased from time to time, is currently $6.50 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. 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. As of September 28, 2024, the Company had remaining authorization under the share repurchase program of $641.7 million, exclusive of any fees, commissions, or other expenses.

The following table provides the number of shares repurchased, average price paid per share, and total cost of share repurchases pursuant to our publicly announced repurchase plan during the fiscal three and nine months ended September 28, 2024 and September 30, 2023, respectively (in thousands, except per share amounts):


	Fiscal Three Months Ended				Fiscal Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Total number of shares repurchased	561		632		1,568		2,190
Average price paid per share	$	267.12	$	214.45	$	259.22	$	222.20
Total cost of share repurchases (a)	$	151,342	$	136,778	$	410,431	$	491,394


						23

Table of Contents

Significant Contractual Obligations and Commercial Commitments

For a description of the Company’s significant contractual obligations and commercial commitments, refer to Note 12 to the Consolidated Financial Statements included under Part II, Item 8 in our 2023 Form 10-K . As of September 28, 2024, there has been no other material change in the information disclosed in the 2023 Form 10-K .

Critical Accounting Policies and Estimates

Management’s discussion and analysis of the Company’s financial position and results of operations are based upon its 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. The Company’s critical accounting policies, including areas of critical management judgments and estimates, have primary impact on the following financial statement areas:


-			Inventory valuation
-			Self-insurance reserves
-			Impairment of long-lived assets
-			Impairment of goodwill and other indefinite-lived intangible assets

See Note 1 to the Consolidated Financial Statements in our 2023 Form 10-K for a discussion of the Company’s critical accounting policies. The Company’s 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. There have been no changes to our critical accounting policies and estimates as previously disclosed in our 2023 Form 10-K .

New Accounting Pronouncements

For recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of September 28, 2024, refer to Note 1 to the Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a description of the Company’s quantitative and qualitative disclosures about market risks, see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” included in our 2023 Form 10-K for the fiscal year ended December 30, 2023. As of September 28, 2024, there has been no material change in this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management 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 our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) as of September 28, 2024. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 28, 2024, our disclosure controls and procedures were effective.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


						24

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Company's legal proceedings, refer to Note 9 to the Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

The risk factors described in Part I, Item 1A “Risk Factors” in our 2023 Form 10-K should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Other than as disclosed below, there have been no material changes to our risk factors as previously disclosed in our 2023 Form 10-K . Other risks that we do not presently know about or that we presently believe are not material could also adversely affect us.

The risk factor under the heading “Failure to protect our reputation could have a material adverse effect on our brand name or any of our exclusive brands” in our 2023 Form 10-K is replaced in its entirety by the below:

Failure to protect our reputation could have a material adverse effect on our brand name or any of our exclusive brands.

Our success depends in part on the value and strength of the Tractor Supply name, including our exclusive brands. The Tractor Supply name is integral to our business, as well as to the implementation of our strategies for expanding our business. Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide high quality merchandise and a consistent, high quality customer experience. Our brand could be adversely affected if we fail to achieve these objectives or if our public image or reputation were to be tarnished by negative publicity, whether or not based on fact. Any failure to comply or accusation of our failure to comply with data privacy, environmental, ethical, labor, product, social, and other regulatory and industry standards could also jeopardize our reputation and potentially lead to various adverse consumer actions. Customers are also increasingly using social media to provide feedback and information about our Company, including our products and services, in a manner that can be quickly and broadly disseminated. We have been, and in the future may be, subject to criticism on social media regarding our company and management, as well as our stewardship strategies and changes in those strategies, which may be considered to be overreaching by some stakeholders and inadequate by other stakeholders. Widespread dissemination of such criticism at times has impacted our relationships with our customers and investors, and may do so in the future. Further, adverse publicity about our merchandise products or company, whether valid or not, may discourage customers from buying the products we offer. Additionally, our proprietary rights in our trademarks, trade names, service marks, domain names, copyrights, patents, trade secrets and other intellectual property rights are valuable assets of our business. We may not be able to prevent or even discover every instance of unauthorized third party uses of our intellectual property or dilution of our brand names, such as when a third party uses trademarks that are identical or similar to our own. Any of these events could result in decreased revenue or otherwise adversely affect our business.

The risk factor under the heading “We may be unable to meet our ESG goals, particularly with respect to the reduction of carbon emissions, or otherwise meet the expectations of our stakeholders with respect to ESG and/or DE&I matters” is replaced in its entirety by the below:

Our investors, other stakeholders, and regulators may not be satisfied with our ESG efforts including DE&I.

In July 2024, we announced a change in our goals relating to our carbon emissions goals and DE&I efforts. Our stakeholders may not be satisfied with our efforts or the changes in our goals, which could adversely affect public perception of our business, team member morale, customer or stockholder support as well as business and/or financial performance. For example, certain of our investors, as well as shareholder advocates, are placing an increasing emphasis on how corporations address ESG including DE&I issues in their business strategy when making investment decisions and when developing their investment theses and proxy recommendations. Additionally, certain stock indices consider ESG factors in determining which companies qualify for inclusion. If our investors, shareholder advocates, or indices in which we are included react negatively to the changes in our goals, it could have a negative impact on our stock price. Future changes to our ESG goals and strategies may further adversely impact our relationship with our team members, customers, stockholders, and other stakeholders, which could result in a reduction in sales, a negative impact on our stock price, and erosion of stockholder trust. In addition, we may be subject to regulatory scrutiny, including potential enforcement action, if any of our regulators has a negative reaction to the changes in our goals or perceives our goals to conflict with regulatory requirements.


						25

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchases were made pursuant to the share repurchase program, which is described under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q under the heading “Share Repurchase Program.” Additionally, the Company withholds shares from vested restricted stock units and performance-based restricted share units to satisfy employees’ minimum statutory tax withholding requirements. Stock repurchase activity during the third quarter of fiscal 2024 was as follows:


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 Be Purchased Under the Plans or Programs (b)
June 30, 2024 - July 27, 2024	(a)	193,647	$	265.07	193,647	$	740,156,863
July 28, 2024 - August 24, 2024	(a)	174,350	260.04		171,022	695,663,309
August 25, 2024 - September 28, 2024	(a)	196,217	275.24		196,135	641,682,459
Total		564,214	$	267.05	560,804	$	641,682,459

(a) The number of shares purchased and average price paid per share includes 0, 3,328, and 82 shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements for the period of June 30, 2024 - July 27, 2024, July 28, 2024 - August 24, 2024, and August 25, 2024 - September 28, 2024, respectively.

(b) Excludes excise taxes incurred on share repurchases.

We expect to implement the balance of the share repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with regulations of the SEC and other applicable legal requirements. The timing and amount of any common stock repurchased under the program will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions.

Any additional share repurchase programs will be subject to the discretion of the Company’s Board of Directors and will depend upon earnings, financial condition, and capital needs of the Company, along with any other factors which the Company’s Board of Directors deems relevant. The program may be limited, temporarily paused, or terminated at any time, without prior notice.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Arrangements

During the Company’s three fiscal months ended September 28, 2024, none of the Company’s directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Amendment to By-laws

The information set forth below is included herewith for the purpose of providing the disclosures required under “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K.


						26

Table of Contents

On November 7, 2024, the board of directors of Tractor Supply Company amended the Sixth Amended and Restated By-laws for the Company (the “By-laws”), effective immediately, to adopt new Article XIII providing that, unless the Company consents to an alternative forum, the Delaware Court of Chancery (or other state court in Delaware, in the event the Court of Chancery lacked jurisdiction) would be the sole and exclusive forum for (1) any derivative litigation brought on behalf of the Company, (2) any action asserting breach of fiduciary duty against directors or officers or other employees of the Company, (3) any action against the Company or its officers or directors or other employees arising under the Delaware General Corporation Law or the Company’s By-Laws or Certificate of Incorporation, (4) any action otherwise related to the “internal affairs” of the Company, and (5) any action asserting an “internal corporate claim” as that term is defined in the Delaware General Corporation Law, and the federal district courts of the United States would be the sole and exclusive forum for any claims under the Securities Act of 1933 related to any offering of the Company’s securities; and making certain other conforming, technical, and administrative changes.

The foregoing description of the By-laws and the amendments contained therein does not purport to be complete and is qualified in its entirety by reference to the Seventh Amended and Restated By-laws, which are filed herewith as Exhibit 3.1, and as Exhibit 3.2 in redline form showing the changes described above, and incorporated herein by reference.


						27

Table of Contents

Item 6. Exhibits

Exhibit

3.1* Seventh Amended and Restated By-laws of Tractor Supply Company

3.2* Seventh Amended and Restated By-laws of Tractor Supply Company, marked to show amendments effective as of November 7, 2024

31.1* Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101* The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

104* The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024, formatted in Inline XBRL (included in Exhibit 101).

* Filed herewith

** Furnished herewith


						28

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			TRACTOR SUPPLY COMPANY

Date:	November 7, 2024	By:	/s/ Kurt D. Barton
			Kurt D. Barton
			Executive Vice President - Chief Financial Officer and Treasurer
			(Duly Authorized Officer and Principal Financial Officer)


						29

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Note 1 General Note 2 Fair Value Of Financial Instruments Note 3 Share-based Compensation Note 4 Net Income Per Share Note 5 Debt Note 6 Capital Stock and Dividends Note 7 Treasury Stock Note 8 Income Taxes Note 9 Commitments and Contingencies Note 10 Segment Reporting Note 11 Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

Annual Report on Form 10-K Annual Report on Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K 2023 Form 10-K Seventh Amended and Restated By-laws of Tractor Supply Company Seventh Amended and Restated By-laws of Tractor Supply Company, marked to show amendments effective as of November 7, 2024 Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

TSCO 10-Q Quarter ended Sept. 28, 2024

Exhibits