General



The following discussion and analysis should be read in conjunction with our
Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (the
"2019 10-K"). This Quarterly Report on Form 10-Q also 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 "Act"). All statements, other than statements of
historical facts, which address activities, events, or developments that we
expect or anticipate will or may occur in the future, including sales and
earnings growth, estimated results of operations in future periods, the
declaration and payment of dividends, future capital expenditures (including
their amount and nature), business strategy, expansion and growth of our
business operations, and other such matters are forward-looking
statements. 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 Act, we are identifying certain factors that could cause actual results to
differ materially from those expressed in any forward-looking statements,
whether oral or written.

As with any business, many aspects of our operations are subject to influences
outside our control. These factors include, without limitation, national,
regional, and local economic conditions affecting consumer spending, including
the effects of the COVID-19 pandemic, the timing and acceptance of new products
in the stores, the timing and mix of goods sold, purchase price volatility
(including inflationary and deflationary pressures), the ability to increase
sales at existing stores, the ability to manage growth and identify suitable
locations, failure of an acquisition to produce anticipated results, the ability
to successfully manage expenses (including increased expenses as a result of
operating as an essential retailer during the COVID-19 pandemic) and execute our
key gross margin enhancing initiatives, the availability of favorable credit
sources, capital market conditions in general, the ability to open new stores in
the time, manner and number currently contemplated, particularly in light of the
COVID-19 pandemic, the impact of new stores on our business, competition,
including that from online competitors, weather conditions, the seasonal nature
of our business, effective merchandising initiatives and marketing emphasis, the
ability to retain vendors, reliance on foreign suppliers, the ability to
attract, train, and retain qualified employees, product liability and other
claims, changes in federal, state, or local regulations, the effects that
"shelter in place" and similar federal, state, and local regulations and
protocols could have on our business, including our supply chain and employees,
the imposition of tariffs on imported products or the disallowance of tax
deductions on imported products, potential judgments, fines, legal fees, and
other costs, breach of information systems or theft of employee or customer
data, ongoing and potential future legal or regulatory proceedings, management
of our information systems, failure to develop and implement new technologies,
the failure of customer-facing technology systems, business disruption including
from the implementation of supply chain technologies, effective tax rate changes
and results of examination by taxing authorities, the ability to maintain an
effective system of internal control over financial reporting, and changes in
accounting standards, assumptions, and estimates. We discuss in greater detail
risk factors relating to our business in Item 1A of our 2019 10-K, Part II, Item
1A of the Quarterly Report on Form 10-Q for the quarter ended March 28, 2020,
and in Part II, Item 1A of this Quarterly Report on Form 10-Q.  Forward-looking
statements 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 there can be no assurance
that the actual results or developments anticipated will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on 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 undertake no obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Information Regarding COVID-19 Coronavirus Pandemic



The Company has been and continues to closely monitor the impact of the COVID-19
outbreak 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, rapidly providing personal protective
equipment to our team members, requiring the use of masks in our facilities,
rolling out additional functionality to support contactless shopping
experiences, adding services for cleaning and sanitation in our stores and
distribution centers, hiring additional team members to assist in promoting
social distancing and cleaning actions in our stores, and implementing remote
work plans at our store support center.

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Additionally, we have taken significant actions to support our team members
during this pandemic including COVID-19 paid medical leave, 100% coverage of
COVID-19 testing and treatment under our medical plan, and the payment of
incremental appreciation bonuses for frontline team members of approximately $35
million from March 16 to June 27. Effective June 28 we have implemented
permanent wage increases for all of our hourly team members in our stores and
distribution centers of a minimum of $1 per hour and are now providing a new
benefit package for part-time team members, including medical, vision and dental
coverage, paid sick time and life insurance. Further, we have also implemented
annual restricted stock unit grants to more than 2,000 frontline salaried
managers in our stores and distribution centers. These actions, among others,
are intended to support our team members both during and after the COVID-19
pandemic.

As further described in the results of operations for the three and six fiscal
months ended June 27, 2020, 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 ensure the safety and well-being of our team members and
customers, and we believe these incremental costs will continue after the
pandemic is over.

On July 23, 2020 we provided financial guidance for the results of operations
expected for the third fiscal quarter ending September 26, 2020 which reflected
a continuation of the strong consumer demand for our products, albeit to a
lesser extent than experienced during our second fiscal quarter. Additionally,
we anticipate incurring incremental costs to respond to the COVID-19 pandemic,
as well as costs associated with the previously announced permanent increase in
compensation and benefits for our frontline team members, and incremental costs
for strategic investments in our business.

However, there are numerous uncertainties surrounding the pandemic and its
impact on the economy and our business, as further described in the Risk Factors
section of our 2019 10-K (as updated in Part II, Item 1A of the Quarterly Report
on Form 10-Q for the quarter ended March 28, 2020 and Part II, Item 1A of this
Quarterly Report on Form 10-Q), which make it difficult to predict the impact on
our business, financial position, or results of operations for the remainder of
fiscal 2020 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.

Therefore, as previously disclosed, in an effort to strengthen our liquidity and
preserve cash while navigating the COVID-19 pandemic, we suspended our share
repurchase program effective March 12, 2020 and increased borrowings under our
debt facilities as described in Note 5 to the Condensed Consolidated Financial
Statements.

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 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.

Comparable Store Metrics



Comparable store metrics are a key performance indicator used in the retail
industry 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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Results of Operations

Fiscal Three Months (Second Quarter) Ended June 27, 2020 and June 29, 2019



Net sales for the second quarter of fiscal 2020 increased 35.0% to $3.18 billion
from $2.35 billion for the second quarter of fiscal 2019. Comparable store sales
for the second quarter of fiscal 2020 were $3.08 billion, a 30.5% increase as
compared to the second quarter of fiscal 2019. Comparable store sales increased
3.2% in the second quarter of fiscal 2019.

The comparable store sales results for the second quarter of fiscal 2020
included an increase in comparable average transaction value of 15.8% and an
increase of 14.6% in comparable average transaction count, each as compared to
the second quarter of fiscal 2019. The COVID-19 pandemic had a significant
impact on consumer demand across all of the Company's major product categories
as customers focused on the care of their homes, land and animals. Additionally,
consumer demand in the quarter benefited from growth in new customer acquisition
and the re-engagement of lapsed customers as a result of advertising campaigns
focused on brand awareness, favorable spring and summer weather conditions
across much of the country, and other factors such as government stimulus. These
factors all led to a significant increase in comparable store sales which was
driven by unprecedented demand for spring and summer seasonal categories along
with exceptional growth in everyday merchandise, including consumable, usable
and edible products. All geographic regions of the Company had robust comparable
store sales growth. In addition, the Company's e-commerce sales experienced
triple-digit sales growth as compared to the second quarter of fiscal 2019.

In addition to comparable store sales growth for the second quarter of fiscal
2020, sales from stores open less than one year were $110.2 million for the
second quarter of fiscal 2020, which represented 4.7 percentage points of the
35.0% increase over second quarter fiscal 2019 net sales. For the second quarter
of fiscal 2019, sales from stores open less than one year were $71.6 million,
which represented 3.2 percentage points of the 6.3% increase over second quarter
fiscal 2018 net sales.

The following table summarizes store growth for the fiscal three months ended June 27, 2020 and June 29, 2019:


                                     Fiscal Three Months Ended
                                       June 27,              June 29,
Store Count Information:                 2020                  2019
Tractor Supply
Beginning of period                             1,863         1,775
New stores opened                                  18            15
Stores closed                                       -             -
End of period                                   1,881         1,790
Petsense
Beginning of period                               180           176
New stores opened                                   3             1
Stores closed                                      (3)            -
End of period                                     180           177
Consolidated, end of period                     2,061         1,967
Stores relocated                                    -             1



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The following table indicates the percentage of net sales represented by each of
our major product categories for the fiscal three months ended June 27, 2020 and
June 29, 2019:
                                                    Percent of Net Sales

                                                 Fiscal Three Months Ended
                                                   June 27,              June 29,

        Product Category:                            2020                  2019
        Livestock and Pet                                      43  %         45  %
        Seasonal, Gift and Toy Products                        26            24
        Hardware, Tools and Truck                              21            21
        Clothing and Footwear                                   5             5
        Agriculture                                             5             5
        Total                                                 100  %        100  %



Gross profit increased 41.0% to $1.16 billion for the second quarter of fiscal
2020 from $820.7 million for the second quarter of fiscal 2019. As a percent of
net sales, gross margin in the second quarter of fiscal 2020 increased 155 basis
points to 36.42% from the 34.87% in the second quarter of fiscal 2019. The
increase in gross margin was driven by lower depth and frequency of sales
promotions, favorable product mix and lower transportation costs as a percent of
net sales.

Selling, general and administrative ("SG&A") expenses, including depreciation
and amortization, increased 33.0% to $709.1 million for the second quarter of
fiscal 2020 from $533.2 million for the second quarter of fiscal 2019. As a
percent of net sales, SG&A expenses decreased 33 basis points to 22.32% for the
second quarter of fiscal 2020 from 22.65% for the second quarter of fiscal 2019.
The decrease in SG&A as a percent of net sales was primarily attributable to
leverage in occupancy and other fixed costs from the increase in comparable
store sales. The leverage from these SG&A expenses was partially offset by
incremental costs related to the COVID-19 pandemic and increased incentive
compensation given the Company's strong performance in the quarter. The Company
incurred incremental costs related to the COVID-19 pandemic of approximately $55
million, including appreciation wages for frontline team members as well as
additional labor hours and supply costs associated with cleaning and sanitation
measures related to COVID-19.

Operating income for the second quarter of fiscal 2020 increased 55.7% to $447.8 million compared to $287.6 million in the second quarter of fiscal 2019.



The effective income tax rate increased to 22.9% for the second quarter of
fiscal 2020 compared to 22.4% for the second quarter of fiscal 2019. The primary
driver for the increase in the Company's effective income tax rate was
attributable to a reduction in the tax benefit associated with share-based
compensation. The CARES Act was enacted in the U.S. on March 27, 2020. We do not
anticipate that the enactment of this legislation will significantly impact our
full year effective tax rate in fiscal 2020; however, the legislation resulted
in the deferral of certain tax payments.

As a result of the foregoing factors, net income for the second quarter of
fiscal 2020 increased 54.5% to $338.7 million, or $2.90 per diluted share, as
compared to net income of $219.2 million, or $1.80 per diluted share, for the
second quarter of fiscal 2019.

Fiscal Six Months (Second Quarter) Ended June 27, 2020 and June 29, 2019



Net sales increased 23.0% to $5.14 billion for the first six months of fiscal
2020 from $4.18 billion for the first six months of fiscal 2019. Comparable
store sales for the first six months of fiscal 2020 were $4.98 billion, a 19.0%
increase over the first six months of fiscal 2019. Comparable store sales
increased 4.0% in the first six months of fiscal 2019.

For the first six months of fiscal 2020, the comparable store sales results
included an increase in comparable average transaction value of 11.7% and
comparable average transaction count of 7.3%. Beginning in March 2020, the
COVID-19 pandemic had a significant impact on consumer demand across all of the
Company's major product categories and geographic regions. All geographic
regions of the Company had robust comparable store sales growth during the first
six months of fiscal 2020. The increase in comparable store sales was driven by
unprecedented demand for spring and summer seasonal categories along with
exceptional growth in everyday merchandise, including consumable, usable and
edible products.

In addition to comparable store sales growth in the first six months of fiscal
2020, sales from stores open less than one year were $170.4 million in the first
six months of fiscal 2020, which represented 4.1 percentage points of the 23.0%
increase over the first six months of fiscal 2019 net sales. For the first six
months of fiscal 2019, sales from stores open less than one year
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were $129.6 million, which represented 3.3 percentage points of the 7.2% increase over the first six months of fiscal 2018 net sales.

The following table summarizes store growth for the fiscal six months ended June 27, 2020 and June 29, 2019:



                                     Fiscal Six Months Ended
                                      June 27,             June 29,
Store Count Information:                2020                 2019
Tractor Supply
Beginning of period                           1,844         1,765
New stores opened                                38            25
Stores closed                                    (1)            -
End of period                                 1,881         1,790
Petsense
Beginning of period                             180           175
New stores opened                                 3             2
Stores closed                                    (3)            -
End of period                                   180           177
Consolidated, end of period                   2,061         1,967
Stores relocated                                  1             1


The following table indicates the percentage of net sales represented by each of
our major product categories for the fiscal six months ended June 27, 2020 and
June 29, 2019:
                                                    Percent of Net Sales

                                                  Fiscal Six Months Ended
                                                   June 27,             June 29,
         Product Category:                           2020                 2019
         Livestock and Pet                                    47  %         48  %
         Seasonal, Gift and Toy Products                      22            21
         Hardware, Tools and Truck                            21            21
         Clothing and Footwear                                 5             6
         Agriculture                                           5             4
         Total                                               100  %        100  %



Gross profit increased 26.6% to $1.82 billion from $1.44 billion in the first
six months of fiscal 2019, and gross margin increased to 35.40% from 34.38% in
the first six months of fiscal 2019. The increase in gross margin was driven by
the performance in the second quarter which improved as a result of lower depth
and frequency of sales promotions, favorable product mix and lower
transportation costs as a percent of net sales.

Total SG&A expenses, including depreciation and amortization, increased 20.4% to
$1.26 billion from $1.04 billion in the first six months of fiscal 2019. As a
percent of net sales, SG&A expenses decreased to 24.49% from 25.02% in the first
six months of fiscal 2019. The decrease in SG&A as a percent of net sales was
primarily attributable to leverage in occupancy and other fixed costs from the
increase in comparable store sales, partially offset by incremental costs
related to the COVID-19 pandemic and increased incentive compensation given the
Company's strong financial performance. The costs related to the COVID-19
pandemic were approximately $62 million during the first six months of fiscal
2020 which includes appreciation wages for frontline team members as well as
additional labor hours and supply costs associated with cleaning and sanitation
measures related to COVID-19.

Operating income for the first six months of fiscal 2020 increased 43.3% to $560.3 million compared to $391.0 million in the first six months of fiscal 2019.



The effective income tax rate was 22.7% in the first six months of fiscal 2020
compared to 22.3% in the first six months of fiscal 2019.  The primary driver
for the increase in the Company's effective income tax rate was attributable to
a reduction in
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the tax benefit associated with share-based compensation. The Company expects
the full fiscal year 2020 effective tax rate to be in a range between 22.6% and
22.9%. The CARES Act was enacted in the U.S. on March 27, 2020. We do not
anticipate that the enactment of this legislation will significantly impact our
full year effective tax rate in fiscal 2020; however, the legislation resulted
in the deferral of certain tax payments.

As a result of the foregoing factors, net income increased 42.7% to $422.5
million from $296.0 million in the first six months of fiscal 2019, and diluted
earnings per share increased 48.6% to $3.61 from $2.43 in the first six months
of fiscal 2019.


Liquidity and Capital Resources



In addition to normal operating expenses, our primary ongoing cash requirements
are for new store expansion, remodeling and relocation programs, 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,
finance and operating 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.

The Company believes that its existing cash balances, expected cash flow from
future operations, funds available under its debt facilities, finance and
operating leases, and normal trade credit will be sufficient to fund its
operations, including increased expenses associated with COVID-19, and its
capital expenditure needs, including new store openings, store acquisitions,
relocations and renovations, and distribution facility capacity, through the end
of fiscal 2020.

Working Capital

At June 27, 2020, the Company had working capital of $873.1 million, which
increased $332.8 million from December 28, 2019, and increased $206.7 million
from June 29, 2019. The shifts in working capital were attributable to changes
in the following components of current assets and current liabilities (in
millions):
                                           June 27,          December 28,                             June 29,
                                             2020                2019              Variance             2019             Variance
Current assets:
Cash and cash equivalents                $ 1,206.4          $      84.2          $ 1,122.2          $   104.0          $ 1,102.4
Inventories                                1,688.5              1,602.8               85.7            1,733.2              (44.7)
Prepaid expenses and other current
assets                                       135.2                100.9               34.3               95.0               40.2
Income taxes receivable                          -                    -                  -                5.6               (5.6)
Total current assets                       3,030.1              1,787.9            1,242.2            1,937.8            1,092.3
Current liabilities:
Accounts payable                           1,003.7                643.0              360.7              681.6              322.1
Accrued employee compensation                 77.4                 39.8               37.6               26.9               50.5
Other accrued expenses                       270.5                247.7               22.8              222.9               47.6
Current portion of long-term debt            380.0                 30.0              350.0               22.5              357.5
Current portion of finance lease
liabilities                                    4.3                  4.0                0.3                3.7                0.6
Current portion of operating lease
liabilities                                  287.3                277.1               10.2              264.7               22.6
Income taxes payable                         133.8                  6.0              127.8               49.1               84.7

Total current liabilities                  2,157.0              1,247.6    

         909.4            1,271.4              885.6
Working capital                          $   873.1          $     540.3          $   332.8          $   666.4          $   206.7



In comparison to December 28, 2019, working capital as of June 27, 2020, was
impacted most significantly by changes in cash and cash equivalents,
inventories, accounts payable, current portion of long-term debt, and income
taxes payable.

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•The increase in cash and cash equivalents was driven by significant net cash
provided by operating activities in the first six months of fiscal 2020 and an
increase in borrowings, net of repayments, under our debt facilities as we
sought to strengthen liquidity and preserve cash while navigating the COVID-19
pandemic. These increases in cash and cash equivalents were partially offset by
share repurchases, cash dividends paid to stockholders, and capital expenditures
to support our strategic growth.
•Inventories increased to support new store growth. Average inventory per store
did not fluctuate significantly as the increases in inventory for normal
seasonal patterns were offset by reduced inventory positions resulting from the
increased demand associated with the strong comparable store sales performance
in the second quarter of fiscal 2020.
•The increase in accounts payable was strongly correlated to the significant
increase in comparable store sales during the second quarter of fiscal 2020. A
significant increase in the sales volumes and higher inventory turns resulted in
an increase in the amount of inventory purchases that remain in accounts payable
at quarter end.
•The increase in the current portion of long-term debt was related to the new
$350 million April 2020 Term Loan borrowing, which was executed in order to
strengthen liquidity and preserve cash while navigating the COVID-19 pandemic.
•The increase in income taxes payable is primarily the result of pre-tax income
generated in the first six months of fiscal 2020, along with a deferral of
certain income tax payments as a result of the CARES Act.

In comparison to June 29, 2019, working capital as of June 27, 2020, was impacted most significantly by changes in cash and cash equivalents, accounts payable, current portion of long-term debt, and income taxes payable.



•The increase in cash and cash equivalents was driven by a significant
year-over-year increase in net cash provided by operating activities as well as
an increase in borrowings, net of repayments, under our debt facilities as we
sought to strengthen liquidity and preserve cash while navigating the COVID-19
pandemic.
•The increase in accounts payable resulted primarily from the purchase of
additional inventory to support new store growth and increased sales volumes
during the second quarter of fiscal 2020. However, the inventory balance did not
increase at the same rate as accounts payable due to the significant increase in
sales and inventory turns in the second quarter of fiscal 2020 which resulted in
a year-over-year decrease in average inventory per store.
•The increase in the current portion of long-term debt was related to the new
$350 million April 2020 Term Loan borrowing, which was executed in order to
strengthen liquidity and preserve cash while navigating the COVID-19 pandemic.
•The increase in income taxes payable is primarily the result of a significant
year-over-year increase in pre-tax income generated in the first six months of
fiscal 2020, along with a deferral of certain income tax payments as a result of
the CARES Act.

Debt

The following table summarizes the Company's outstanding debt as of the dates
indicated (in millions):
                                                    June 27,      December 28,      June 29,
                                                      2020            2019            2019
      Senior Notes                                 $ 150.0       $     150.0       $ 150.0

Senior Credit Facility:


      February 2016 Term Loan                        135.0             145.0         150.0
      June 2017 Term Loan                             82.5              87.5          90.0
      March 2020 Term Loan                           200.0                 -             -
      April 2020 Term Loan                           350.0                 -             -
      Revolving credit loans                             -              

15.0 100.0


      Total outstanding borrowings                   917.5             

397.5 490.0


      Less: unamortized debt issuance costs           (1.4)             

(1.0) (1.2)


      Total debt                                     916.1             

396.5 488.8


      Less: current portion of long-term debt       (380.0)            

(30.0) (22.5)


      Long-term debt                               $ 536.1       $     

366.5 $ 466.3



      Outstanding letters of credit                $  52.4       $      

32.0 $ 37.3


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For additional information about the Company's debt and credit facilities, refer
to Note 5 to the Condensed Consolidated Financial Statements. Refer to Note 6 to
the Condensed Consolidated Financial Statements for information about the
Company's interest rate swap agreements.

Operating Activities



Operating activities provided net cash of $993.1 million and $348.9 million in
the first six months of fiscal 2020 and fiscal 2019, respectively. The $644.2
million increase in net cash provided by operating activities in the first six
months of fiscal 2020 compared to the first six months of fiscal 2019 is due to
changes in the following operating activities (in millions):
                                                   Fiscal Six Months Ended
                                             June 27,      June 29,
                                               2020          2019        Variance
Net income                                  $ 422.5       $ 296.0       $ 126.5
Depreciation and amortization                 104.0          94.8           9.2
Share-based compensation expense               14.4          18.4          

(4.0)


Deferred income taxes                         (13.0)         10.2         

(23.2)


Inventories and accounts payable              274.9         (82.1)        

357.0


Prepaid expenses and other current assets     (34.4)         19.4         (53.8)
Accrued expenses                               62.6         (49.0)        111.6
Income taxes                                  127.8          45.9          81.9
Other, net                                     34.3          (4.7)         39.0

Net cash provided by operating activities $ 993.1 $ 348.9 $ 644.2





The $644.2 million increase in net cash provided by operating activities in the
first six months of fiscal 2020 compared with the first six months of fiscal
2019 resulted from a year-over-year increase in our net income as well as the
net impact of changes in our operating assets and liabilities, principally due
to the timing of accruals and related payments and a significant increase in
inventory that remains in accounts payable due to the increased sales volume and
inventory turns in the second quarter of fiscal 2020.

Investing Activities



Investing activities used net cash of $86.0 million and $82.9 million in the
first six months of fiscal 2020 and fiscal 2019, respectively. The $3.1 million
increase in net cash used in investing activities primarily reflects an increase
in capital expenditures in the first six months of fiscal 2020 compared to
fiscal 2019.

Capital expenditures for the first six months of fiscal 2020 and fiscal 2019 were as follows (in millions):

Fiscal Six Months Ended


                                                                          June 27,             June 29,
                                                                            2020                 2019
Information technology                                                 $      36.0           $     35.6
New and relocated stores and stores not yet opened                            27.1                 22.3
Existing stores                                                               16.0                 13.0
Distribution center capacity and improvements                                  6.0                 11.8
Corporate and other                                                            1.5                  0.8
   Total capital expenditures                                          $      86.6           $     83.5



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 to our customer relationship management program, and
other strategic initiatives. As we continue throughout fiscal 2020, we intend to
prioritize our information technology capital expenditures to accelerate
initiatives to enhance safety and convenience for customers, including
initiatives such as Buy Online, Pickup In Store; Buy Online, Deliver from Store;
Contactless Curbside Pickup; Contactless Payment capabilities; and additional
Mobile POS devices in all stores.

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Spending on existing stores principally reflects routine refresh activity. In
the first six months of fiscal 2020, the Company opened 38 new Tractor Supply
stores compared to 25 new Tractor Supply stores during the first six months of
fiscal 2019. The Company also opened three new Petsense stores during the first
six months of fiscal 2020 compared to two new Petsense stores during the first
six months of fiscal 2019. We expect to open approximately 75 to 80 new Tractor
Supply stores and approximately 10 new Petsense stores during fiscal 2020, but
the timing of new store openings in some areas may be delayed as a result of the
COVID-19 pandemic, including local and state orders.

For fiscal 2020, the Company expects capital expenditures to be approximately
$300 million to $325 million, compared to its previous range of $225 million to
$275 million, with the anticipated increase to support strategic growth
initiatives related to space productivity and side lot improvements in certain
existing store locations as well as new technology and service enhancements that
are being implemented across the enterprise.

Financing Activities



Financing activities provided net cash of $215.0 million in the first six months
of fiscal 2020 compared to using net cash of $248.2 million in the first six
months of fiscal 2019. The $463.2 million change in net cash provided by
financing activities in the first six months of fiscal 2020 compared to the
first six months of fiscal 2019 is due to changes in the following (in
millions):
                                                              Fiscal Six Months Ended
                                                       June 27,      June 29,
                                                         2020          2019         Variance

Net borrowings and repayments under debt facilities $ 520.0 $ 81.3 $ 438.7 Repurchase of common stock

                             (263.2)        (334.2)         71.0
Net proceeds from issuance of common stock               50.3           89.4         (39.1)
Cash dividends paid to stockholders                     (81.5)         (79.7)         (1.8)
Other, net                                              (10.6)          

(5.0) (5.6) Net cash provided by/(used in) financing activities $ 215.0 $ (248.2) $ 463.2





The $463.2 million change in net cash provided by financing activities in the
first six months of fiscal 2020 compared with the first six months of fiscal
2019 is due to an increase in net borrowings under debt facilities, which
included the addition of the $200 million March 2020 Term Loan and the $350
million April 2020 Term Loan as described in Note 5 to the Condensed
Consolidated Financial Statements. Additionally, we used less cash for the
repurchase of common stock as we have suspended our share repurchase program
effective March 12, 2020. The incremental borrowings and suspension of our share
repurchase program were both intended to strengthen our liquidity and preserve
cash while navigating the COVID-19 pandemic.

Dividends

During the first six months of fiscal 2020 and fiscal 2019, the Board of Directors declared the following cash dividends:


                            Dividend Amount
  Date Declared        Per Share of Common Stock          Record Date            Date Paid

   May 6, 2020        $                 0.35              May 26, 2020          June 9, 2020
 February 5, 2020     $                 0.35           February 24, 2020       March 10, 2020

   May 8, 2019        $                 0.35              May 28, 2019         June 11, 2019
 February 6, 2019     $                 0.31           February 25, 2019       March 12, 2019



It is the present intention of the Board of Directors to continue to pay a
quarterly cash dividend; however, the declaration and payment of future
dividends will be determined by the 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 Board of Directors deems
relevant.

On August 5, 2020, the Company's Board of Directors declared a quarterly cash
dividend of $0.40 per share of the Company's outstanding common stock. The
dividend will be paid on September 9, 2020, to stockholders of record as of the
close of business on August 24, 2020.
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Index

Share Repurchase Program



The Company's Board of Directors has authorized common stock repurchases under a
share repurchase program up to $4.5 billion, exclusive of any fees, commissions,
or other expenses related to such repurchases. 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 or terminated at any time without prior notice. As of
June 27, 2020, the Company had remaining authorization under the share
repurchase program of $1.22 billion, exclusive of any fees, commissions, or
other expenses.

The Company has suspended the share repurchase program effective March 12, 2020, in order to strengthen its liquidity and preserve cash while navigating the COVID-19 pandemic.



The following table provides the number of shares repurchased, average price
paid per share, and total amount paid for share repurchases during the fiscal
three and six months ended June 27, 2020 and June 29, 2019, respectively (in
thousands, except per share amounts):
                                                                                                    Fiscal Six Months
                                            Fiscal Three Months Ended                                     Ended
                                           June 27,            June 29,           June 27,            June 29,
                                             2020                2019               2020                2019
Total number of shares repurchased               -               1,732              2,853                3,456
Average price paid per share            $        -           $  103.27          $   92.28          $     96.69
Total cash paid for share repurchases   $        -           $ 178,916

$ 263,219 $ 334,235

Off-Balance Sheet Arrangements



The Company's off-balance sheet arrangements are limited to outstanding letters
of credit. Letters of credit allow the Company to purchase inventory, primarily
sourced overseas, in a timely manner and support certain risk management
programs.

Significant Contractual Obligations and Commercial Commitments

At June 27, 2020, there were no material commitments related to real estate or construction projects extending greater than twelve months.

At June 27, 2020, there were $52.4 million of outstanding letters of credit under the 2016 Senior Credit Facility.

Significant Accounting Policies and Estimates



Management's discussion and analysis of the Company's financial position and
results of operations are based upon its Condensed 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 significant accounting policies, including areas of
critical management judgments and estimates, have primary impact on the
following financial statement areas:
-      Inventory valuation                         -     Impairment of long-lived assets
-      Self-insurance reserves                     -     Impairment of 

goodwill and other indefinite-lived


                                                         intangible assets


See the Notes to the Consolidated Financial Statements in our Annual Report on
Form 10-K for the fiscal year ended December 28, 2019, 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.




                                    Page 28

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Index

New Accounting Pronouncements



Refer to Note 12 to the Condensed Consolidated Financial Statements for recently
adopted accounting pronouncements and recently issued accounting pronouncements
not yet adopted as of June 27, 2020.

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