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 26, 2020 (the
"2020 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, the timing and amount of share
repurchases, 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 efficacy and distribution of COVID-19
vaccines, the timing and acceptance of new products, the timing and mix of goods
sold, purchase price volatility (including inflationary and deflationary
pressures), the ability to increase sales at existing stores, the ability to
manage growth and identify suitable locations, the ability to complete
acquisitions on expected terms, failure of an acquisition to produce anticipated
results, the ability to successfully manage expenses (including increased
expenses as a result of operating 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 ability to
open distribution centers in the anticipated timeframe and within budget, the
impact of new stores on our business, competition, including that from online
competitors, weather conditions, the seasonal nature of our business, effective
merchandising initiatives and marketing emphasis, the ability to retain vendors,
reliance on foreign suppliers, the ability to attract, train, and retain
qualified employees, 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 effectiveness of the Company's
responses to COVID-19, including our efforts to make a vaccine available to our
employees, and customer response with respect to those actions, the refusal by
our employees and the public generally to be vaccinated against COVID-19, the
imposition of tariffs on imported products or the disallowance of tax deductions
on imported products, potential judgments, fines, legal fees, and other costs,
breach of information systems or theft of employee or customer data, ongoing and
potential future legal or regulatory proceedings, management of our information
systems, failure to develop and implement new technologies, the failure of
customer-facing technology systems, business disruption including from the
implementation of supply chain technologies, effective tax rate changes and
results of examination by taxing authorities, the ability to maintain an
effective system of internal control over financial reporting, and changes in
accounting standards, assumptions, and estimates. We discuss in greater detail
risk factors relating to our business in Part I, Item 1A of our 2020 10-K 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 continues to closely monitor the impact of the COVID-19 pandemic on all facets of our business. This includes the impact on our team members, customers, suppliers, vendors, business partners, and supply chain networks.



The health and safety of our team members and customers are the primary concerns
of our management team. We have taken and continue to take numerous actions to
promote health and safety, including, encouraging vaccination efforts, providing
personal protective equipment to our team members, requiring the use of masks in
our facilities, maintaining enhanced services for cleaning and sanitation,
continuing to provide additional functionality to support contactless shopping
experiences, adding
                                    Page 17

--------------------------------------------------------------------------------

Index


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 continuing to offer remote work plans at our
store support center.

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

There are numerous uncertainties surrounding the pandemic and its impact on the
economy and our business, as further described in the Risk Factors section under
Part I Item 1A of our 2020 10-K, which make it difficult to predict the impact
on our business, financial position, or results of operations in fiscal 2021 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.

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.

Furthermore, we are not able to predict at this time the impact that the COVID-19 pandemic may have on the seasonality of our business in the future.

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.

Results of Operations

Fiscal Three Months (First Quarter) Ended March 27, 2021 and March 28, 2020



Net sales for the first quarter of fiscal 2021 increased 42.5% to $2.79 billion
from $1.96 billion for the first quarter of fiscal 2020. Comparable store sales
for the first quarter of fiscal 2021 were $2.71 billion, a 38.6% increase as
compared to the first quarter of fiscal 2020. In the first quarter of fiscal
2020, net sales increased 7.5% and comparable store sales increased 4.3%.

The comparable store sales results for the first quarter of fiscal 2021 included
an increase in comparable average transaction count of 21.0% and an increase in
comparable average transaction value of 17.6%, each as compared to the first
quarter of fiscal 2020. Our sales performance continued to benefit from growth
in new customer acquisition and the re-engagement of lapsed customers as well as
a continuation of shifting consumer behavior trends from the COVID-19 pandemic
as customers focused on the care of their homes, land, and animals.
Additionally, consumer demand in the quarter benefited from favorable weather
conditions across much of the country as well as government stimulus. These
factors all led to a significant increase in comparable store sales across all
major product categories, driven by strong demand for everyday merchandise,
including
                                    Page 18

--------------------------------------------------------------------------------

Index


consumable, usable and edible products and robust growth for summer seasonal
categories. All geographic regions of the Company had positive comparable store
sales growth of at least 30%. In addition, the Company's e-commerce sales
experienced triple-digit percentage growth for the fourth consecutive quarter.

In addition to comparable store sales growth for the first quarter of fiscal
2021, sales from stores open less than one year were $82.4 million for the first
quarter of fiscal 2021, which represented 4.2 percentage points of the 42.5%
increase over first quarter fiscal 2020 net sales. For the first quarter of
fiscal 2020, sales from stores open less than one year were $60.2 million, which
represented 3.3 percentage points of the 7.5% increase over first quarter fiscal
2019 net sales.

The following table summarizes store growth for the fiscal three months ended March 27, 2021 and March 28, 2020:



                                   Fiscal Three Months Ended
                               March 27,               March 28,
Store Count Information:         2021                    2020
Tractor Supply
Beginning of period            1,923                   1,844
New stores opened                 21                      20
Stores closed                      -                      (1)
End of period                  1,944                   1,863
Petsense
Beginning of period              182                     180
New stores opened                  2                       -
Stores closed                     (7)                      -
End of period                    177                     180
Consolidated, end of period    2,121                   2,043
Stores relocated                   -                       1



The following table indicates the percentage of net sales represented by each of
our major product categories for the fiscal three months ended March 27, 2021
and March 28, 2020:
                                                    Percent of Net Sales

                                                  Fiscal Three Months Ended
                                                  March 27,              March 28,
        Product Category:                            2021                  2020
        Livestock and Pet                                      51  %          54  %
        Hardware, Tools and Truck                              21           

20


        Seasonal, Gift and Toy Products                        18           

17


        Clothing and Footwear                                   7              6
        Agriculture                                             3              3
        Total                                                 100  %         100  %



Gross profit increased 48.8% to $983.8 million for the first quarter of fiscal
2021 from $661.2 million for the first quarter of fiscal 2020. As a percent of
net sales, gross margin in the first quarter of fiscal 2021 increased 148 basis
points to 35.2% from 33.8% in the first quarter of fiscal 2020. The increase in
gross margin was primarily attributable to a lower depth and frequency of sales
promotions and less clearance activity and favorable product mix. These factors
were partially offset by higher transportation costs as a percent of net sales.

Selling, general and administrative ("SG&A") expenses, including depreciation
and amortization, increased 37.3% to $753.2 million for the first quarter of
fiscal 2021 from $548.7 million for the first quarter of fiscal 2020. As a
percent of net sales, SG&A expenses improved 103 basis points to 27.0% for the
first quarter of fiscal 2021 from 28.0% for the first quarter of fiscal 2020.
The improvement in SG&A as a percent of net sales was primarily attributable to
leverage in occupancy and other costs from the increase in comparable store
sales. Certain first quarter costs as a percent of net sales were higher than
the prior year, driven by incremental costs from incentive compensation and
COVID-19 costs of approximately $28 million including investments in pay and
benefits and other health and safety related expenses.
                                    Page 19

--------------------------------------------------------------------------------

Index

Operating income for the first quarter of fiscal 2021 increased 104.9% to $230.5 million compared to $112.5 million in the first quarter of fiscal 2020.



The effective income tax rate was 18.8% in the first quarter of fiscal 2021
compared to 22.1% in the first quarter of fiscal 2020. The improvement in the
effective income tax rate was primarily related to a discrete incremental tax
benefit associated with share-based compensation compared to the first quarter
of 2020. The Company expects the full fiscal year 2021 effective tax rate to be
in a range between 22.1% and 22.4%.

As a result of the foregoing factors, net income for the first quarter of fiscal
2021 increased 116.5% to $181.4 million, or $1.55 per diluted share, as compared
to net income of $83.8 million, or $0.71 per diluted share, for the first
quarter of fiscal 2020.

During the first quarter of fiscal 2021, we repurchased approximately 1.6 million shares of the Company's common stock at a total cost of $253.4 million as part of our share repurchase program.

Liquidity and Capital Resources



In addition to normal operating expenses, and expenses associated with COVID-19
response, 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.

The Company believes that its existing cash balances, expected cash flow from
future operations, funds available under its debt facilities, operating and
finance 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, existing store
remodeling and improvements, store relocations, distribution facility capacity
and improvements, and information technology improvements, through the end of
fiscal 2021.

Working Capital

At March 27, 2021, the Company had working capital of $1.40 billion, which
decreased $110.0 million from December 26, 2020, and increased $418.8 million
from March 28, 2020. The shifts in working capital were attributable to changes
in the following components of current assets and current liabilities (in
millions):
                                          March 27,           December 26,                             March 28,
                                             2021                 2020              Variance             2020             Variance
Current assets:
Cash and cash equivalents                $ 1,149.9          $     1,341.8

$ (191.9) $ 461.4 $ 688.5 Inventories

                                2,084.7                1,783.3             301.4             1,905.9             178.8
Prepaid expenses and other current
assets                                       146.2                  133.6              12.6               112.9              33.3

Total current assets                       3,380.8                3,258.7             122.1             2,480.2             900.6
Current liabilities:
Accounts payable                           1,181.9                  976.1             205.8               887.9             294.0
Accrued employee compensation                 68.1                  119.7             (51.6)               31.1              37.0
Other accrued expenses                       377.8                  324.8              53.0               234.5             143.3
Current portion of long-term debt                -                      -                 -                30.0             (30.0)
Current portion of finance lease
liabilities                                    4.7                    4.6               0.1                 4.2               0.5
Current portion of operating lease
liabilities                                  303.2                  298.7               4.5               281.6              21.6
Income taxes payable                          40.2                   19.9              20.3                24.8              15.4

Total current liabilities                  1,975.9                1,743.8             232.1             1,494.1             481.8
Working capital                          $ 1,404.9          $     1,514.9          $ (110.0)         $    986.1          $  418.8


                                    Page 20

--------------------------------------------------------------------------------

Index

In comparison to December 26, 2020, working capital as of March 27, 2021, was impacted most significantly by changes in cash and cash equivalents, inventories, and accounts payable.



•Cash and cash equivalents decreased due principally to share repurchases,
capital expenditures to support our strategic growth, and cash dividends paid to
stockholders. These decreases in cash and cash equivalents were partially offset
by net cash provided by operating activities in the first three months of fiscal
2021.
•The increase in inventories resulted primarily from an increase in average
inventory per store due to normal seasonal patterns as well as the purchase of
additional inventory to support new store growth and the strong sales volume
trends.
•The increase in accounts payable was strongly correlated to the significant
increase in inventory during the first quarter of fiscal 2021.

In comparison to March 28, 2020, working capital as of March 27, 2021, was impacted most significantly by changes in cash and cash equivalents, inventories, accounts payable, and other accrued expenses.



•The increase in cash and cash equivalents was primarily 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. These
increases in cash and cash equivalents were partially offset by share
repurchases, capital expenditures to support our strategic growth, and cash
dividends paid to stockholders.
•The increase in inventories resulted primarily from the purchase of additional
inventory to support new store growth as average inventory per store did not
fluctuate significantly year-over-year.
•The increase in accounts payable resulted primarily from the purchase of
additional inventory to support new store growth and increased sales volumes
during the first quarter of fiscal 2021. 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 first quarter of fiscal 2021 compared to the
first quarter of fiscal 2020, which resulted in a year-over-year increase in the
amount of inventory purchases that remain in accounts payable at quarter end.
•The increase in other accrued expenses was driven primarily by Company growth
year-over-year as well as the timing of payments and accruals.

Debt

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


                                                        March 27,            December 26,           March 28,
                                                           2021                  2020                  2020
1.75% Senior Notes due 2030                           $     650.0          $       650.0          $         -
3.70% Senior Notes due 2029                                 150.0                  150.0                150.0
Senior Credit Facility:
February 2016 Term Loan                                         -                      -                140.0
June 2017 Term Loan                                             -                      -                 85.0
March 2020 Term Loan                                            -                      -                200.0
November 2020 Term Loan                                     200.0                  200.0                    -
Revolving credit loans                                          -                      -                445.0
Total outstanding borrowings                              1,000.0                1,000.0              1,020.0
Less: unamortized debt discounts and issuance
costs                                                       (15.2)                 (15.7)                (0.9)
Total debt                                                  984.8                  984.3              1,019.1
Less: current portion of long-term debt                         -                      -                (30.0)
Long-term debt                                        $     984.8

$ 984.3 $ 989.1



Outstanding letters of credit                         $      60.3

$ 48.7 $ 39.0




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.

                                    Page 21

--------------------------------------------------------------------------------

Index

Operating Activities



Operating activities provided net cash of $177.1 million and $83.9 million in
the first three months of fiscal 2021 and fiscal 2020, respectively. The $93.2
million increase in net cash provided by operating activities in the first three
months of fiscal 2021 compared to the first three months of fiscal 2020 is due
to changes in the following operating activities (in millions):
                                                        Fiscal Three Months Ended
                                                March 27,          March 28,
                                                   2021               2020         Variance
Net income                                  $    181.4            $     83.8      $    97.6
Depreciation and amortization                     60.1                  51.4            8.7
Share-based compensation expense                  12.3                   6.9            5.4
Deferred income taxes                             20.2                   1.6           18.6
Inventories and accounts payable                 (95.6)                (58.2)         (37.4)
Prepaid expenses and other current assets        (12.6)                (12.0)          (0.6)
Accrued expenses                                   3.7                 (21.0)          24.7
Income taxes                                      20.3                  18.8            1.5
Other, net                                       (12.7)                 12.6          (25.3)
Net cash provided by operating activities   $    177.1            $     

83.9 $ 93.2





The $93.2 million increase in net cash provided by operating activities in the
first three months of fiscal 2021 compared with the first three months of fiscal
2020 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 Company growth year-over-year as well as the timing of payments and accruals.

Investing Activities



Investing activities used net cash of $100.5 million and $29.3 million in the
first three months of fiscal 2021 and fiscal 2020, respectively. The $71.2
million increase in net cash used in investing activities primarily reflects an
increase in capital expenditures in the first three months of fiscal 2021
compared to fiscal 2020.

Capital expenditures for the first three months of fiscal 2021 and fiscal 2020 were as follows (in millions):

Fiscal Three Months Ended


                                                                          March 27,             March 28,
                                                                            2021                   2020
Existing stores                                                       $         48.0          $       6.9
Information technology                                                          30.9                  9.0
New and relocated stores and stores not yet opened                              12.0                 11.9
Distribution center capacity and improvements                                    8.3                  0.3
Corporate and other                                                              1.5                  1.5
   Total capital expenditures                                         $        100.7          $      29.6



The increase in spending for existing stores in the first three months of fiscal
2021 as compared to the first three months of fiscal 2020 principally reflects
our strategic initiatives related to store remodels, including space
productivity and side lot improvements. Spending in the first three months of
both fiscal 2021 and 2020 also includes routine refresh activity as well as
security enhancements.

The increase in spending for information technology represents continued support
of our omni-channel initiatives, as well as improvements in security and
compliance, enhancements to our customer relationship management program, an
upgrade to our loyalty program, and other strategic initiatives.

In the first three months of fiscal 2021, the Company opened 21 new Tractor
Supply stores compared to 20 new Tractor Supply stores during the first three
months of fiscal 2020. The Company also opened two new Petsense stores during
the first three months of fiscal 2021 and no Petsense stores during the first
three months of fiscal 2020. We expect to open approximately 80
                                    Page 22

--------------------------------------------------------------------------------

Index


new Tractor Supply stores and approximately 10 new Petsense stores during fiscal
2021, 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.

The increase in spending for distribution center capacity and improvements in
the first three months of fiscal 2021 as compared to the first three months of
fiscal 2020 is related to a new distribution center in Navarre, Ohio which is
expected to be approximately 900,000 square feet and is currently anticipated to
be complete by the end of fiscal 2022.

Our projected capital expenditures for fiscal 2021 are currently estimated to be
in a range of approximately $450 million to $550 million. The capital
expenditures include our new store growth plans for approximately 80 new Tractor
Supply stores and 10 new Petsense stores as well as the construction of our new
distribution center in Navarre, Ohio. We also plan to support our strategic
growth initiatives related to space productivity and side lot improvements in
certain existing stores as well as continued improvements in technology and
infrastructure at our existing stores, and ongoing investments to enhance our
digital and omni-channel capabilities to better serve our customers.

Financing Activities



Financing activities used net cash of $268.4 million in the first three months
of fiscal 2021 compared to providing net cash of $322.6 million in the first
three months of fiscal 2020. The $591.0 million change in net cash used by
financing activities in the first three months of fiscal 2021 compared to the
first three months of fiscal 2020 is due to changes in the following (in
millions):
                                                              Fiscal Three Months Ended
                                                       March 27,       March 28,
                                                          2021            2020         Variance
Net borrowings and repayments under debt facilities   $        -      $    622.5      $ (622.5)
Repurchase of common stock                                (253.4)         (263.2)          9.8
Net proceeds from issuance of common stock                  58.7            10.6          48.1
Cash dividends paid to stockholders                        (60.6)          (40.8)        (19.8)
Other, net                                                 (13.1)           

(6.5) (6.6) Net cash (used in)/provided by financing activities $ (268.4) $ 322.6 $ (591.0)





The $591.0 million change in net cash used by financing activities in the first
three months of fiscal 2021 compared with the first three months of fiscal 2020
is due to principally to a decrease in net borrowings under debt facilities
during the respective periods, partially offset by an increase in net proceeds
from the issuance of common stock related to the exercise of stock awards. Net
borrowings under debt facilities in the first three months of fiscal 2020
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, each of which was repaid in full in the
fourth quarter of fiscal 2020 and is no longer in effect.

Dividends

During the first three months of fiscal 2021 and fiscal 2020, the Company's Board of Directors declared the following cash dividends:


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

 January 27, 2021     $                     0.52       February 22, 2021       March 9, 2021

 February 5, 2020     $                     0.35       February 24, 2020       March 10, 2020



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.

                                    Page 23

--------------------------------------------------------------------------------

Index

On May 5, 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.52 per share of the Company's outstanding common stock. The dividend will be paid on June 8, 2021, to stockholders of record as of the close of business on May 24, 2021.

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 authorization
amount of the program, which has been increased from time to time, is currently
authorized for up to $4.5 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 (as it was from March 12, 2020 until November 5, 2020 in
order to strengthen the Company's liquidity and preserve cash while navigating
the COVID-19 pandemic), or terminated at any time without prior notice. As of
March 27, 2021, the Company had remaining authorization under the share
repurchase program of $890.5 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 amount paid for share repurchases during the fiscal
three months ended March 27, 2021 and March 28, 2020, respectively (in
thousands, except per share amounts):
                                                    Fiscal Three Months Ended
                                                     March 27,            March 28,
                                                       2021                 2020

      Total number of shares repurchased               1,600               

2,853


      Average price paid per share            $       158.35             $ 

92.28


      Total cash paid for share repurchases   $      253,409             $

263,219



Pending Acquisition

On February 17, 2021, the Company announced that it has entered into an
agreement to acquire all of the outstanding equity interests of Orscheln Farm
and Home, LLC, a farm and ranch retailer with 167 retail stores in 11 states, in
an all-cash transaction for approximately $320 million. The Company intends to
fund the acquisition through cash-on-hand. The acquisition is conditioned on the
receipt of regulatory clearance and satisfactory completion of customary closing
conditions.

Off-Balance Sheet Arrangements

There have been no material changes in the Company's off-balance sheet arrangements during the fiscal quarter ended March 27, 2021. 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



The Company is building a new distribution center in Navarre, Ohio which is
expected to be approximately 900,000 square feet and is currently anticipated to
be complete by the end of fiscal 2022. At March 27, 2021, the Company had
contractual commitments of approximately $75 million related to the construction
of this new distribution center.

At March 27, 2021, there were $60.3 million of outstanding letters of credit under the Senior Credit Facility.


                                    Page 24

--------------------------------------------------------------------------------

Index

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 2020 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.

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 March 27, 2021.

© Edgar Online, source Glimpses