Tractor Supply Co/DE – ‘10-K’ for 12/30/00

On:  Friday, 3/23/01, at 1:12pm ET   ·   For:  12/30/00   ·   Accession #:  950144-1-3865   ·   File #:  0-23314

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Tractor Supply Company                                21    147K 
 2: EX-10.46    Revolving Credit Agreement/Bank of America            95    365K 
 3: EX-10.47    Revolving Note/Bank of America                         2±    11K 
 4: EX-10.48    Revolving Note/Firststar Bank                          2±    11K 
 5: EX-10.49    Revolving Note/Southtrust Bank                         2±    11K 
 6: EX-10.50    Revolving Note/Amsouth Bank                            2±    11K 
 7: EX-10.51    Revolving Note/Suntrust Bank                           2±    11K 
 8: EX-10.52    Revolving Note/Compass Bank                            2±    11K 
 9: EX-10.53    Revolving Note/Fifth Third Bank                        2±    11K 
10: EX-10.54    Amended and Restated Loan Agreement                   78    276K 
11: EX-10.55    Amended and Restated Term Note                         2     17K 
12: EX-10.56    First Amendment to Lease Agreement                     6     28K 
13: EX-10.57    Second Amendment to Restated 401K Plan                 3     18K 
14: EX-13.1     Annual Report to Stock Holders                        36    175K 
15: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      8K 
16: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      8K 
17: EX-24.1     Power of Attorney                                      1      8K 

10-K   —   Tractor Supply Company
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
 FORM 10-K

(Mark One)                                                                      
|X|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
OF 1934                                                                   
For the fiscal year ended       December 30, 2000                               
                           -----------------------------------------------------
OR
|_|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            (I.R.S. Employer Identification No.) 
Incorporation or Organization)                                                

320 Plus Park Boulevard,  Nashville, Tennessee                  37217         
------------------------------------------------------  ------------------------
(Address of Principal Executive Offices)                     (Zip Code)     

Registrant's Telephone Number, Including Area Code:          (615) 366-4600     
                                                       -------------------------

Securities Registered Pursuant to Section 12(b) of the Act:  None               

Securities Registered Pursuant to Section 12(g) of the Act:                     

 Common Stock, $.008 par value
--------------------------------------------------------------------------------
(Title of Class)

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   X      NO                                                                 
-----      -----                                                        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]                                                                  

The aggregate market value of the Common Stock held by non-affiliates of the    
registrant, based on the closing price of the Common Stock on The Nasdaq        
National Market on January 31, 2001 was $36,935,977. For purposes of this       
response, the registrant has assumed that its directors, executive officers, and
beneficial owners of 5% or more of its Common Stock are the affiliates of the   
registrant.                                                                     

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

       Class                             Outstanding at January 31, 2001
-------------------------------------    ---------------------------------------
Common Stock, $.008 par value                          8,803,574              

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 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the Annual Meeting of          
Stockholders to be held on April 26, 2001 are incorporated by reference into    
Part III of this Form 10-K. Portions of the Registrant's Annual Report to       
Stockholders for the fiscal year ended December 30, 2000 are incorporated by    
reference into Parts II and IV of this Form 10-K.                               

 FORWARD-LOOKING STATEMENTS OR INFORMATION

This Form 10-K includes certain statements that may be deemed to be             
"forward-looking statements" within the meaning of the Private Securities       
Litigation Reform Act of 1995. Statements included or incorporated by reference 
in this Form 10-K which address activities, events or developments that the     
Company expects or anticipates will or may occur in the future, including such  
things as future capital expenditures (including the amount and nature thereof),
business strategy, expansion and growth of the Company's business and operations
and other such matters are forward-looking statements. Although the Company     
believes the expectations expressed in such forward-looking statements are based
on reasonable assumptions within the bounds of its knowledge of its business, a 
number of factors could cause actual results to differ materially from those    
expressed in any forward-looking statements, whether oral or written, made by or
on behalf of the Company. Many of these factors have previously been identified 
in filings or statements made by or on behalf of the Company.                   

All phases of the Company's operations are subject to influences outside its    
control. Any one, or a combination, of these factors could materially affect the
results of the Company's operations. These factors include general economic     
cycles affecting consumer spending, weather factors, operating factors affecting
customer satisfaction, consumer debt levels, pricing and other competitive      
factors, the ability to attract, train and retain highly qualified associates,  
the ability to identify suitable locations and negotiate favorable lease        
agreements on new and relocated stores, the timing and acceptance of new        
products in the stores, the mix of goods sold, the continued availability of    
favorable credit sources, capital market conditions in general and the          
seasonality of the Company's business. Forward-looking statements made by or on 
behalf of the Company are based on a knowledge of its business and the          
environment in which it operates, but because of the factors listed above,      
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 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 its business and operations.       

PART I

ITEM 1.  BUSINESS                                                               

Overview                                                                        

Tractor Supply Company, a Delaware corporation ("TSC" or the "Company"), is a   
specialty retailer which supplies the daily farming and maintenance needs of its
target customers: hobby, part-time and full-time farmers and ranchers, as well  
as rural customers, contractors and tradesmen. The Company operates one of the  
largest retail farm store chains in the United States. TSC's 305 stores, located
in 28 states, typically range in size from 12,000 to 14,000 square feet of      
inside selling space and utilize at least as many square feet of outside selling
space. Stores are located in rural communities and in the outlying areas of     
large cities where the rural lifestyle is a significant factor in the local     
economy.                                                                        

The Company meets the daily farming and maintenance needs of its target         
customers with a comprehensive selection of farm maintenance products (fencing, 
tractor parts and accessories, agricultural spraying equipment and tillage      
parts); animal and pet products (specialty feeds, supplements, equine supplies, 
medicines, veterinary supplies and livestock feeders); general maintenance      
products (air compressors, welders, generators, pumps, plumbing and tools); lawn
and garden products (riding mowers, tillers and fertilizers); light truck       
equipment; and work clothing. The Company does not sell large tractors,         
combines, bulk chemicals or bulk fertilizers. The Company's merchandising       
strategy combines this comprehensive product selection with strong inventory    
support.                                                                        

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The Company was founded in 1938 as a catalog mail order tractor parts supplier. 
In 1978, Fuqua Industries, Inc. acquired the Company, and in 1982 Fuqua, in     
turn, sold the Company to a group of investors, including a member of the       
Company's current senior management team, who is also a significant stockholder.
Between the acquisition in 1982 and 2000, the Company's sales have increased    
from $122.5 million to $759.0 million and the Company has opened 204 stores and 
closed 23 stores.                                                               

Seasonality and Weather                                                         

The Company's business is highly seasonal. Historically, the Company's sales and
profits have been the highest in the second and fourth fiscal quarters of each  
year due to the farming industry's planting and harvesting seasons and the sale 
of seasonal products. The Company has typically operated at a net loss in the   
first fiscal quarter of each year. Unseasonable weather, excessive rain,        
drought, and early or late frosts may also affect the Company's sales. The      
Company believes, however, that the impact of adverse weather conditions is     
somewhat mitigated by the geographic dispersion of its stores.                  

Business Strategy                                                               

The Company believes its sales and earnings growth has resulted from the focused
execution of its business strategy, which includes the following key components:

       Market Niche. The Company has identified a specialized market niche -
       supplying the daily farming and maintenance needs of hobby, part-time
    and full-time farmers and ranchers. By focusing its product mix on
         these core customers, the Company believes it has differentiated itself
      from general merchandise, home center and other specialty retailers.

 Customer Service. The Company's number one priority is customer
   service. It offers its customers a high level of in-store service
through motivated, well-trained, technically proficient Store 
         Associates. The Company believes the ability of its Store Associates to
     provide friendly, responsive, technical assistance is valued by its
   customers and helps to promote strong customer loyalty and repeat
       shopping. TSC's commitment to customer service is further enhanced by
     its "satisfaction guaranteed" policy and its special order program.

      Technology. Management strives to improve operating efficiencies and
  reduce costs through the use of modern technologies. The Company
    utilizes a fully integrated computerized merchandise and warehouse
   management and point-of-sale system that permits the entire store
        network to communicate with the Company's distribution centers and its
    management headquarters. The Company believes that this integrated
     system results in lower inventory carrying costs, improved in-stock
     positions and enhanced inventory control, as well as management and
purchasing efficiencies. The Company believes that its ongoing
 commitment to utilize modern technologies creates a competitive
advantage.                                                    

    Store Locations. The Company's strategy is to locate its stores in
      rural communities and outlying areas of large cities where the rural
     lifestyle is a significant factor in the local economy. The Company
         believes it has developed a sophisticated, proven methodology to select
its new store sites.                                          

         Product Selection. The Company offers a comprehensive selection of high
       quality, nationally recognized brand name and private label products,
        focused principally on the needs of the hobby, part-time and full-time
        farmer and rancher. The Company seeks to offer an extensive assortment
    of merchandise in specialized products. The Company's full line of
         product offerings is supported by a strong in-stock inventory position.
    An average store displays approximately 12,000 different products.

    Pricing. The Company utilizes an "everyday low prices" strategy to
    consistently offer its products at competitive prices. The Company
monitors prices at competing stores and adjusts its prices as 
    necessary. The Company believes that by avoiding a "sale" oriented
   marketing strategy, it is attracting customers on a regular basis
rather than only in response to sales.                        

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Vendor Partnering. The Company has established close working  
  relationships with many of its principal vendors to manage stock
      levels, develop new products, plan promotions and design merchandise
displays. The Company intends to continue to expand its vendor
partnering strategy to include most of its other key vendors. 

Advertising. To generate store traffic and position TSC as a  
         destination store, the Company promotes broad selections of merchandise
  with color circulars distributed by direct mail and as newspaper
         inserts. The Company also runs periodic special events promoted through
         local flyers, circulars and radio advertising. The Company enhances its
      print marketing and advertising programs through the expanded use of
       radio and national television. In connection with these programs, the
       Company has retained John Lyons, a renowned equine specialist, as its
        national equine spokesman, and George Strait, a renowned country music
entertainer, as its national spokesman.                       

     Store Environment. TSC's stores are open, clean, bright and offer a
       pleasant atmosphere with disciplined product presentation, attractive
      displays, both inside and outside the store, and efficient check-out
       procedures. The Company endeavors to staff its stores with courteous,
        highly motivated, knowledgeable Store Associates in order to provide a
friendly, enjoyable shopping experience.                      

Growth Strategy                                                                 

The Company's growth strategy is to increase sales and profitability at existing
stores through continuing improvements in product mix and operating efficiencies
and through new store openings and relocations. Since the Company's initial     
public offering in February 1994, the Company has opened 159 new retail farm    
stores and relocated 14. Of these 173 stores, 137 have been open more than one  
year and have generated average net sales that are approximately 15.4% per annum
greater than those of existing stores. During this period, the Company has also 
closed six stores (excluding relocations). Management believes that substantial 
opportunities exist for the opening of new stores to achieve greater penetration
in existing markets and to expand into new markets.                             

The Company continued its new store growth plan with an approximate 13% overall 
new store unit growth in fiscal 2000. Current plans call for the opening of 25  
new stores in fiscal 2001, approximately 25 in fiscal 2002, and additional      
stores thereafter (the Company has presently identified over 300 potential new  
markets).                                                                       

The Company's strategy is to lease its new stores. Assuming that new stores are 
leased, the estimated cash required to open a new store is approximately        
$800,000 to $1,100,000, the majority of which is for initial inventory and      
capital expenditures, principally leasehold improvements, fixtures and          
equipment, and the balance of which is for store opening expenses.              

The Company plans to relocate three to six stores in fiscal 2001 and an average 
of three or four additional stores each year over the next several years. Store 
relocations are typically undertaken to move small, older stores to full-size   
formats in prime retail areas. The cash required to complete a store relocation 
typically ranges from $200,000 to $550,000 depending on whether the Company is  
responsible for any renovation or remodeling costs.                             

The Company plans to extensively remodel an average of two or three of its      
strong performing stores each year over the next several years, three of which  
are scheduled for fiscal 2001. The estimated cash required to complete a major  
remodeling typically ranges from $150,000 to $400,000. The Company also plans to
perform minor remodelings of its stores on an on-going basis to ensure overall  
Company physical facility standards are maintained. The estimated cash required 
to complete a minor remodeling typically ranges from $25,000 to $75,000.        

Store Environment and Merchandising                                             

The Company's stores are designed and managed to create a pleasant environment, 
maximize sales and operating efficiencies and make shopping an enjoyable        
experience. The Company's stores are clean, open and bright. The average Company
store has approximately 12,800 square feet of inside selling space. The Company 
typically utilizes at least 12,000 square feet of outside space from which it   
merchandises certain farm-related and lawn and garden products. Visual displays 
inside and outside can be changed easily for seasonal products and promotions   
and space can be reallocated easily among departments.                          

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The following chart indicates the average percentages of sales represented by   
each of the Company's major product categories during fiscal 2000, 1999 and     
1998:                                                                           

                                                        [Enlarge/Download Table]

                                                              Percent of Total Sales         
                                                     ----------------------------------------
              Product Category                        2000             1999            1998  
              ----------------                       -------          ------          -------
                                                                                             
Animal and pet products.............................    22%             20%             19%  
General maintenance.................................    20              20              18   
Lawn and garden.....................................    16              16              18   
Farm maintenance....................................    16              15              16   
Work clothing and other.............................    13              16              16   
Light truck equipment...............................    13              13              13   
                                                      ----             ---             ---   
                                                       100%            100%            100%  
                                                      ====             ===             ===   

The Company's stores carry a consistent merchandise mix, tailored to some extent
to specific regional needs and store size, and stock an average of 12,000       
products. The Company's stores carry a wide selection of quality, nationally    
recognized name brand merchandise. The Company also markets private label       
merchandise under the Huskee, Traveller, Harvest Supreme, Retriever and Dumor   
registered trademarks. Management believes that selling nationally recognized   
brands next to the Company's own high quality, private label merchandise offers 
its customers a range of products at various price points and helps build       
customer loyalty. The Company believes that it has also increased sales by      
distributing to in-store customers an easy-reference "blue book" catalog        
containing the descriptions and prices for thousands of its products.           

The Company uses a "power merchandising" selling strategy. Under this strategy, 
selected merchandise is given special emphasis through prominent displays, a    
comprehensive product line and strong inventory support.                        

Customer Service                                                                

The Company's number one priority is customer service. Store Associates are the 
key to quality customer service, and the Company seeks to provide them with     
decision-making authority and training to enable them to meet customer needs.   

Store Associates are authorized to special order virtually any non-stocked item 
a customer may need. The Company's refund policy is "hassle free" if within 30  
days of date of purchase and accompanied by a receipt. However, the Company also
has a "satisfaction guaranteed" policy, such that if customers are not          
satisfied, Store Associates are authorized, at their discretion, to offer to    
repair or exchange the product, or offer store credits or refunds, irrespective 
of when the product was purchased. The Company believes that by providing these 
services it improves customer satisfaction, builds customer loyalty and         
generates repeat business.                                                      

The Company devotes considerable resources to training its Store Associates,    
often in cooperation with its vendors. The Company's training programs include  
(i) a full management training program for manager trainees which covers all    
aspects of the Company's operations, (ii) product knowledge video tapes produced
in conjunction with over 100 of its vendors, (iii) semi-annual retail training  
skills classes, (iv) semi-annual store managers meetings with vendor product    
presentations, (v) vendor sponsored in-store training programs and (vi) ongoing 
product information updates from the Company's management headquarters. The     
Company seeks to hire and train Store Associates with farming and ranching      
backgrounds.                                                                    

Purchasing and Distribution                                                     

The Company offers an extensive selection of farm maintenance and other         
specialty products. The Company has established arrangements with certain of its
principal vendors to develop new products, plan promotions, review marketing    
strategies, manage stock levels and develop merchandise displays. The Company is
pursuing similar arrangements with other key vendors. The Company's business is 
not dependent upon any one vendor or particular group of vendors. The Company   
purchases its products from approximately 1,100 vendors, the five largest of    
which accounted for less than 25% of the Company's total purchases in fiscal    
2000 and one of which (MTD Products, Inc.) accounted for more than 10% of the   
Company's purchases during such year. The Company has no                        

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material long-term contractual commitments with any of its vendors, has not     
experienced difficulty in obtaining satisfactory alternative sources of supply  
for its products and believes that adequate sources of supply exist at          
substantially similar costs for substantially all of its products. Over 90% of  
the Company's purchase orders are transmitted through an electronic data        
interchanges ("EDI") system, and approximately 50% of vendor invoices are       
transmitted through EDI. The Company is working to expand the number of vendors 
who transmit invoices to the Company and increase the amount of sales history   
transmitted from the Company, all through EDI. The Company's merchandise        
purchasing is centrally managed.                                                

The Company opened a new 500,000 square foot distribution center in Pendleton,  
Indiana in January 2000, (replacing a 300,000 square foot facility in           
Indianapolis, Indiana), and operates a 144,000 square foot distribution center  
in Omaha, Nebraska and a 105,000 square foot distribution center in Waco, Texas 
from which it serviced approximately 196 stores, 47 stores and 62 stores,       
respectively, at December 30, 2000. The Company also utilizes a 57,000 square   
foot, strategically located "cross-dock" facility in Rural Hall, North Carolina 
to support the main distribution centers and transportation system network in   
servicing certain stores located in the Southeast region of the country. In     
fiscal 2000, the Company received approximately 65% of its merchandise through  
these distribution facilities, with the balance delivered directly to the       
Company's stores. The main distribution centers ship to higher volume stores at 
least twice a week during peak periods through a dedicated contract carrier. The
Company is continuously evaluating its long-term strategic plan with respect to 
its distribution centers and transportation operations.                         

Management Information and Control Systems                                      

The Company has invested considerable resources in sophisticated management     
information and control systems to ensure superior customer service, support the
purchase and distribution of merchandise and improve operating efficiencies. The
management information and control systems include a point-of-sale system, a    
purchase order management system, a replenishment system, a merchandise planning
system and sales, inventory and gross margin management reporting systems. These
systems are fully integrated and track merchandise from order through sale. All 
operational data from these systems is also fully integrated with the Company's 
financial systems.                                                              

The Company continues to evaluate and improve the functionality of its systems  
to maximize their effectiveness. Such efforts will include an ongoing evaluation
of the optimal software configuration (including system enhancements and        
upgrades) as well as the adequacy of the underlying hardware components. These  
efforts are directed toward constantly improving the overall business processes 
and achieving the most efficient and effective use of the system to manage the  
Company's operations.                                                           

Competition                                                                     

The Company operates in a highly competitive market. While the Company believes 
it has successfully differentiated itself from general merchandise, home center 
and other specialty retailers, the Company faces select competition from these  
entities, as well as competition from independently owned retail farm stores,   
several privately-held regional farm store chains and farm cooperatives. Some of
these competitors are units of large national or regional chains that have      
substantially greater financial and other resources than the Company.           

Management and Employees                                                        

As of December 30, 2000, the Company employed approximately 2,000 full-time and 
approximately 2,000 part-time employees. The Company also employs additional    
part-time employees during peak periods. As of such date, approximately 40      
employees of the Company's Omaha, Nebraska distribution center were covered by a
collective bargaining agreement. This collective bargaining agreement expires in
July 2002.                                                                      

Management believes its district managers, store managers and other supervisory 
personnel have contributed significantly to the Company's performance.          
Management encourages the participation of all Store Associates in decision     
making, regularly solicits input and suggestions from Store Associates and      
responds to the suggestions expressed by Company employees. Management believes 
it has good relationships with its employees.                                   

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Two of the five members of the Company's senior management, most of the         
Company's district managers and a significant portion of the Company's store    
managers were promoted to their positions from within the Company. All members  
of senior management have at least 15 years of business experience and one      
member of senior management has over 20 years of experience with the Company.   
District managers and store managers have an average length of service with the 
Company of approximately 6.5 years and 5.2 years, respectively. Management      
believes internal promotions, coupled with recruitment of college graduates and 
hiring of individuals with previous retail experience, will provide the         
management structure necessary to support expected store growth.                

ITEM 2.  PROPERTIES                                                             

As of December 30, 2000, the Company leased its four distribution facilities and
its management headquarters, owned 69 stores (21 of which are subject to        
mortgages) and leased 236 stores. The store leases typically have initial terms 
of between 10 and 15 years, with one to three renewal periods of five years     
each, exercisable at the Company's option. None of the store leases or mortgages
individually is material to the Company's operations. The leases at its         
Pendleton, Indiana; Omaha, Nebraska; Waco, Texas and Rural Hall, North Carolina 
distribution facilities expire in 2015, 2002, 2002 and 2004 respectively, and   
the lease for its management headquarters expires in 2007. Six of the Company's 
stores are leased from affiliated parties. See Item 13. "Certain Relationships  
and Related Transactions".                                                      

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As of December 30, 2000, the Company operated 305 stores in 28 states as        
follows:                                                                        

                                                                [Download Table]

                 Number                   Number  
State           of Stores  State         of Stores
-----           ---------  -----         ---------
                                                  
Texas              59      Arkansas          6    
Ohio               37      Missouri          6    
Tennessee          28      Nebraska          6    
Michigan           22      Minnesota         5    
Indiana            19      Pennsylvania      5    
North Carolina     19      South Dakota      4    
Kentucky           14      Alabama           3    
Florida            11      Oklahoma          3    
Illinois           10      Maryland          2    
Iowa                9      Georgia           1    
Virginia            9      Mississippi       1    
Kansas              8      Montana           1    
South Carolina      8      New York          1    
North Dakota        7      Wisconsin         1    

ITEM 3.  LEGAL PROCEEDINGS                                                      

The Company is not a party to any legal proceedings, other than routine claims  
and lawsuits arising in the ordinary course of its business. The Company does   
not believe that such claims and lawsuits, individually or in the aggregate,    
will have a material adverse effect on the Company's business. Compliance with  
federal, state, local and foreign laws and regulations pertaining to the        
discharge of materials into the environment, or otherwise relating to the       
protection of the environment, has not had, and is not anticipated to have, a   
material effect upon the capital expenditures, earnings or competitive position 
of the Company. State and local regulations in the United States that are       
designed to protect consumers or the environment have an increasing influence on
product claims, contents and packaging.                                         

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS                    

No matter was submitted to a vote of the Company's security-holders during the  
fourth quarter of the Company's fiscal year ended December 30, 2000.            

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K, the following list is        
included as an unnumbered item in Part I of this Report in lieu of being        
included in the Proxy Statement for the Annual Meeting of Stockholders to be    
held on April 26, 2001.                                                         

The following is a list of the names and ages of all of the executive officers  
of the registrant indicating all positions and offices with the registrant held 
by each such person and each person's principal occupations and employment      
during at least the past five years:                                            

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                                                        [Enlarge/Download Table]

            Name                                     Position                                     Age
            ----                                     --------                                     ---
                                                                                                     
Joseph H. Scarlett, Jr.............. Chairman of the Board, Chief Executive Officer and Director   58

James F. Wright..................... President and Chief Operating Officer                         51

Gerald W. Brase .................... Senior Vice President-Merchandising                           47

Calvin B. Massmann.................. Senior Vice President-Chief Financial Officer and Treasurer   57

Stanley L. Ruta..................... Senior Vice President-Store Operations                        49

John W. Atkins...................... Vice President-Information Technology                         38

Blake A. Fohl....................... Vice President-Marketing                                      41

Mark D. Gillman..................... Vice President-Store Operations                               40

Lawrence Goldberg................... Vice President-Logistics                                      58

Stephen E. Hull..................... Vice President-Real Estate                                    43

David C. Lewis...................... Vice President-Controller and Corporate Secretary             42

Gary M. Magoni...................... Vice President-Store Operations                               54

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

Joseph H. Scarlett, Jr. became Chairman of the Board and Chief Executive Officer
of the Company in October 2000, after having served as Chairman of the Board,   
President and Chief Executive Officer of the Company since July 1998, as        
Chairman of the Board and Chief Executive Officer of the Company from February  
1993 to July 1998 and as President and Chief Operating Officer of the Company   
from 1987 to February 1993. Between 1979 and 1987, Mr. Scarlett served as Vice  
President-Personnel, Senior Vice President-Administration and Executive Vice    
President-Operations of the Company. Prior to 1979, Mr. Scarlett held           
operational positions, including District Supervisor and Personnel Director,    
with Two Guys Discount Stores in New Jersey over a 15 year period. Mr. Scarlett 
has served as a director of the Company since 1982. Mr. Scarlett is currently a 
Board member of the International Mass Retail Association.                      

James F. Wright became President and Chief Operating Officer of the Company in  
October 2000. Mr. Wright previously served as President and Chief Executive     
officer of Tire Kingdom, the fourth largest independent tire and automotive     
services retailer in the United States, from May 1997 to June 2000. From 1988 to
1996, Mr. Wright held senior management-level positions with Western Auto Supply
Co., having responsibilities for merchandising and store operations. From 1974  
to 1988, Mr. Wright held various management and buying positions with K-Mart    
Corporation.                                                                    

Gerald W. Brase became Senior Vice President-Merchandising of the Company in    
September 1997. Mr. Brase previously served as Divisional Vice President for    
Builders Square, a subsidiary of Kmart Corporation from 1993 to 1997. From 1985 
to 1993, Mr. Brase served as Vice President and Divisional Merchandise Manager  
with the Hechinger Company. From 1969 to 1985, Mr. Brase held various           
merchandising and operational positions with the Hechinger Company and Sears,   
Roebuck & Company.                                                              

Calvin B. Massmann became Senior Vice President-Chief Financial Officer and     
Treasurer in January 2000. Mr. Massmann previously served as an independent     
business consultant during 1998 and 1999. From 1995 to 1997, Mr. Massmann served
as Senior Vice President and Chief Financial Officer for Builders Square, a     
subsidiary of Kmart Corporation. From 1981 to 1995 Mr. Massmann held various    
accounting and finance positions with W.R. Grace & Company and affiliates.      

Stanley L. Ruta became Senior Vice President-Store Operations in July 2000 after
having served as a Vice President-Store Operations of the Company since March   
1994. Mr. Ruta previously served as Vice President of Store Planning and        
Development and Vice President of Store Operations of Central Tractor Farm and  
Family Center, Inc. from 1988 to 1994. From 1976 to 1988, Mr. Ruta held various 
other operational positions with Central Tractor Farm and Family Center, Inc.,  
including District Manager from 1985 to 1988.                                   

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John W. Atkins became Vice President-Information Technology of the Company in   
April 1999 after having served as Vice President-Farm Merchandising of the      
Company since December 1996 and as Division Merchandise Manager of Farm Products
of the Company since July 1995 and as a Buyer for the Company since July 1992.  
From 1986 to 1992, Mr. Atkins held various positions, including most recently   
Division Manager-Field & Stream with Bass Pro Shops Outdoor World. From 1983    
to 1986, Mr. Atkins held various retail management positions with Kmart         
Corporation.                                                                    

Blake A. Fohl became Vice President-Marketing of the Company in December 1996   
after having served as Director of Marketing of the Company since June 1995 and 
as a Buyer for the Company since August 1992. Mr. Fohl previously served as     
Divisional Manager of Green Seed Company from 1989 to 1992, as a Dairy          
Specialist with Purina Mills from 1986 to 1989 and as a store manager for       
Southern States Cooperative from 1981 to 1986.                                  

Mark D. Gillman became a Vice President-Store Operations of the Company in      
October 1999 after having served as District Manager since 1991. From 1982 to   
1991 Mr. Gillman served as a store manager of the Company.                      

Lawrence Goldberg became Vice President-Logistics of the Company in October 1993
after having served as Director of Distribution of the Company since October    
1992. Mr. Goldberg previously served as the Senior Vice President of            
Merchandising and Marketing of Paccar Automotive Inc. from 1991 to 1992, the    
General Manager of Al's Auto Supply (a subsidiary of Paccar Automotive Inc.)    
from 1990 to 1991, the Director of Stores Division of Fuller O'Brien Paint      
Corporation from 1988 to 1990 and the Director of Stores of Saxon Paint & Home  
Care Centers from 1980 to 1988.                                                 

Stephen E. Hull became Vice President-Real Estate of the Company in January 1999
after having served as Director of Real Estate of the Company since April 1998. 
Mr. Hull previously served as Vice President of Real Estate of Heilig-Myers     
Corporation from 1990 to 1998, and Development Partner for the Robinson &       
Wetmore Development Group from 1988 to 1990.                                    

David C. Lewis became Vice President-Controller and Corporate Secretary in April
2000 after having served as Assistant Controller of the Company since November  
1995 and Assistant Secretary of the Company since April 1999. Mr. Lewis         
previously served as Controller and Chief Accounting Officer for National       
Auto/Truckstops, Inc. from July 1994 to November 1995 and as a senior audit     
manager with Price Waterhouse from 1984 to 1994.                                

Gary M. Magoni has served as a Vice President-Store Operations of the Company   
since 1989. Mr. Magoni previously served as a District Manager for Gold Circle  
Stores (a subsidiary of Federated Department Stores) from 1982 to 1988.         

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 PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  

The Company's Common Stock began trading on The Nasdaq National Market on       
February 18, 1994 under the symbol "TSCO".                                      

The table below sets forth the high and low sales prices of the Company's Common
Stock as reported by The Nasdaq National Market for each fiscal quarter of the  
periods indicated:                                                              

                                                                [Download Table]

                                   Price Range                   
                -------------------------------------------------
                    Fiscal 2000                    Fiscal 1999   
                ------------------             ------------------
                   High       Low                High      Low   
                --------  --------             -------   --------
                                                                 
First Quarter   $  21.00  $  14.63             $ 30.25   $ 20.63 
Second Quarter  $  22.00  $  12.00             $ 30.50   $ 25.00 
Third Quarter   $  17.19  $   9.69             $ 28.63   $ 17.56 
Fourth Quarter  $  11.06  $   6.50             $ 20.88   $ 12.75 

As of January 31, 2001, the approximate number of record holders of the         
Company's Common Stock was 76 (excluding individual participants in nominee     
security position listings) and the approximate number of beneficial holders of 
the Company's Common Stock was 3,200.                                           

The Company has not declared any cash dividends on its Common Stock during the  
two most recent fiscal years. The Company currently intends to retain all       
earnings for future operation and expansion of its business and, therefore, does
not anticipate that any dividends will be declared on the Common Stock in the   
foreseeable future. Any future declaration of dividends will be subject to the  
discretion of the Company's Board of Directors and subject to the Company's     
results of operations, financial condition, cash requirements and other factors 
deemed relevant by the Board of Directors. The Company is also restricted from  
paying cash dividends by the terms of its various financing agreements.         

ITEM 6.  SELECTED FINANCIAL DATA                                                

The information set forth under the caption "Five Year Selected Financial and   
Operating Highlights" on page 10 of the Company's Annual Report to Stockholders 
for the fiscal year ended December 30, 2000 is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                                 

The information set forth under the caption "Management's Discussion and        
Analysis of Financial Condition and Results of Operations" on pages 11 through  
17 of the Company's Annual Report to Stockholders for the fiscal year ended     
December 30, 2000 is incorporated herein by reference.                          

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

The Company is exposed to financial market risks, including changes in interest 
rates. To reduce such risks, the Company has entered into an interest rate swap 
agreement as a means of managing its interest rate exposure. The interest rate  
swap agreement applies to a maximum of $30 million in outstanding borrowings    
under the Company's revolving credit agreement and also applies to the          
outstanding term loan balance. All borrowings under the Company's revolving     
credit agreement and term loan agreement bear interest at a variable rate based 
on the prime rate or the London Interbank Offered Rate. An increase in interest 
rates of 100 basis points would not significantly affect the Company's net      
income. All of the Company's business is transacted in U.S. dollars and,        
accordingly, foreign exchange rate fluctuations have never had a significant    
impact on the Company, and they are not expected to in the foreseeable future.  

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

The information set forth under the captions "Report of Independent             
Accountants", "Balance Sheets", "Statements of Income", "Statement of Changes in
Stockholders' Equity", "Statements of Cash Flows", and "Notes to Financial      
Statements" on pages 17 through 31 of the Company's Annual Report to            
Stockholders for the fiscal year ended December 30, 2000 is incorporated herein 
by reference.                                                                   

The Company's unaudited operating results for each fiscal quarter within the two
most recent fiscal years, as set forth under the caption "Management's          
Discussion and Analysis of Financial Condition and Results of Operations" on    
page 12 of the Company's Annual Report to Stockholders for the fiscal year ended
December 30, 2000, is incorporated herein by reference.                         

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          

None.                                                                           

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

The information set forth under the captions "Election of Class I Directors and 
Information Regarding Directors" and "Compliance with Section 16(a) of the      
Securities Exchange Act of 1934" on pages 2 through 4 and 13 and 14,            
respectively, of the Company's Proxy Statement for its Annual Meeting of        
Stockholders to be held on April 26, 2001 is incorporated herein by reference.  

The information set forth under the caption "Executive Officers of the          
Registrant" in Part I of this Form 10-K is incorporated herein by reference.    

ITEM 11. EXECUTIVE COMPENSATION                                                 

The information set forth under the captions "Board of Directors and Committees 
of the Board-Compensation of Directors", "Compensation Committee Interlocks     
and Insider Participation", "Executive Compensation", "Summary Compensation     
Table", "Option Grants in Last Fiscal Year", "Aggregated Option Exercises in    
Last Fiscal Year and Fiscal Year-End Option Values", "Compensation Committee's  
Report on Executive Compensation", and "Performance Graph" on pages 4 through 12
of the Company's Proxy Statement for its Annual Meeting of Stockholders to be   
held on April 26, 2001 is incorporated herein by reference.                     

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The information set forth under the caption "Security Ownership of Certain      
Beneficial Owners and Management" on pages 14 and 15 of the Company's Proxy     
Statement for its Annual Meeting of Stockholders to be held on April 26, 2001 is
incorporated herein by reference.                                               

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

The information set forth under the caption "Interests of Management in Certain 
Transactions" on pages 12 through 14 of the Company's Proxy Statement for its   
Annual Meeting of Stockholders to be held on April 26, 2001 is incorporated     
herein by reference.                                                            

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 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K                 

(a) (1)  Financial Statements                                                   

     The following financial statements and related notes of the Company
    contained on pages 17 through 31 of the Company's Annual Report to
Stockholders for the fiscal year ended December 30, 2000 are  
incorporated herein by reference:                             

Report of Independent Accountants                             

         Statements of Income - Fiscal Years Ended December 30, 2000, January 1,
2000, and December 26, 1998                                   

Balance Sheets - December 30, 2000 and January 1, 2000        

   Statement of Changes in Stockholders' Equity - Fiscal Years Ended
December 30, 2000, January 1, 2000, and December 26, 1998     

  Statements of Cash Flows - Fiscal Years Ended December 30, 2000,
January 1, 2000, and December 26, 1998                        

Notes to Financial Statements                                 

(a) (2)  Financial Statement Schedules                                          

None                                                          

      Financial statement schedules have been omitted because they are not
        applicable or because the required information is otherwise furnished.

(a) (3)  Exhibits                                                               

         The exhibits listed in the Index to Exhibits, which appears on pages 15
       through 21 of this Form 10-K, are incorporated herein by reference or
filed as part of this Form 10-K.                              

(b)      Reports on Form 8-K                                                    

     No reports on Form 8-K were filed by the Registrant during the last
quarter of the fiscal year ended December 30, 2000.           

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:  March 23, 2001       By: /s/ Calvin B. Massmann        
                                         ---------------------------------------
                    Calvin B. Massmann
                                         Senior Vice President - Chief Financial
                       Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in   
the capacities and on the dates indicated.                                      

                                                        [Enlarge/Download Table]

      Signature                           Title                                   Date      
      ---------                           -----                                   ----      
                                                                                            
       /s/ Joseph H. Scarlett, Jr.*  Chairman of the Board,                   March 23, 2001
      -----------------------------  Chief Executive Officer and Director                   
      Joseph H. Scarlett, Jr.        (Principal Executive Officer)                          

       /s/ Calvin B. Massmann        Senior Vice President - Chief Financial  March 23, 2001
      -----------------------------  Officer and Treasurer                                  
        Calvin B. Massmann           (Principal Financial Officer)                          

       /s/ Thomas O. Flood*          Director                                 March 23, 2001
      -----------------------------                                                         
          Thomas O. Flood                                                                   

      /s/ Joseph D. Maxwell*         Director                                 March 23, 2001
      -----------------------------                                                         
         Joseph D. Maxwell                                                                  

      /s/ S.P. Braud*                Director                                 March 23, 2001
      -----------------------------                                                         
        S.P. Braud                                                                          

      /s/ Joseph M. Rodgers*         Director                                 March 23, 2001
      -----------------------------                                                         
         Joseph M. Rodgers                                                                  

      /s/Gerard E. Jones*            Director                                 March 23, 2001
       ---------------------- -----                                                         
        Gerald E. Jones                                                                     

      /s/ Sam K. Reed *              Director                                 March 23, 2001
      -----------------------------                                                         
        Sam K. Reed                                                                         

*By:  /s/ Calvin B. Massmann                                                                
      -----------------------------                                                         
      Calvin B. Massmann                                                                    
      Attorney-in-fact by authority                                                         
      of Power of Attorney                                                                  

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INDEX TO EXHIBITS 

                                                        [Enlarge/Download Table]

                                                                              Page Number
Exhibit                                                                     by Sequential
Number                             Description                           Numbering System
------                             -----------                           ----------------
                                                                                         
 3.1     Restated Certificate of Incorporation, as amended, of the                       
         Company, filed with the Delaware Secretary of State on                          
         February 14, 1994 (filed as Exhibit 3.1 to Registrant's                         
         Quarterly Report on Form 10-Q, filed with the Commission on                     
         August 8, 1997, Commission File No. 000-23314, and                              
         incorporated herein by reference).                                              

 3.2     Certificate of Amendment of the Restated Certificate of                         
         Incorporation, as amended, of the Company, filed with the                       
         Delaware Secretary of State on April 28, 1995 (filed as                         
         Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q,                      
         filed with the Commission on August 8, 1997, Commission File                    
         No. 000-23314, and incorporated herein by reference).                           

 3.3     Certificate of Amendment of the Restated Certificate of                         
         Incorporation, as amended, of the Company, filed with the                       
         Delaware Secretary of State on May 13, 1997 (filed as Exhibit                   
         3.3 to Registrant's Quarterly Report on Form 10-Q, filed with                   
         the Commission on August 8, 1997, Commission File No.                           
         000-23314, and incorporated herein by reference).                               

 3.4     Amended and Restated By-laws of the Company as currently in                     
         effect (filed as Exhibit 3.7 to Registrant's Registration                       
         Statement on Form S-1, Registration No. 33-73028, filed with                    
         the Commission on December 17, 1993, and incorporated herein                    
         by reference).                                                                  

 4.1     Form of Specimen  Certificate  representing the Company's                       
         Common Stock, par value $.008 per share (filed as Exhibit 4.2                   
         to Amendment No. 1 to Registrant's Registration Statement on                    
         Form S-1, Registration No. 33-73028, filed with the Commission                  
         on January 31, 1994, and incorporated herein by reference).                     

10.1     Revolving Credit Agreement, dated as of August 31, 1994, among                  
         the Company, The First National Bank of Boston, as agent and                    
         for itself, and First American National Bank (filed as Exhibit                  
         1 to Registrant's Quarterly Report on Form 10-Q, filed with                     
         the Commission on November 9, 1994, Commission File No.                         
         000-23314, and incorporated herein by reference).                               

10.2     Revolving Credit Note, dated as of August 31, 1994, issued by                   
         the Company to The First National Bank of Boston in the                         
         aggregate principal amount of $25 million (filed as Exhibit 2                   
         to Registrant's Quarterly Report on Form 10-Q, filed with the                   
         Commission on November 9, 1994, Commission File No. 000-23314,                  
         and incorporated herein by reference).                                          

10.3     Revolving Credit Note, dated as of August 31, 1994, issued by                   
         the Company to First American National Bank in the aggregate                    
         principal amount of $5 million (filed as Exhibit 3 to                           
         Registrant's Quarterly Report on Form 10-Q, filed with the                      
         Commission on November 9, 1994, Commission File No. 000-23314,                  
         and incorporated herein by reference).                                          

10.4     First Amendment to Revolving Credit Agreement, dated as of                      
         July 31, 1996, among the Company and The First National Bank                    
         of Boston, as agent and for itself and First American National                  
         Bank (filed as Exhibit 10.1 to Registrant's Quarterly Report                    
         on                                                                              

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                                                                               Page Number
Exhibit                                                                      by Sequential
Number                             Description                            Numbering System
------                             -----------                            ----------------
                                                                                          
          Form 10-Q, Commission File No. 000-23314, filed with the                        
          Commission on November 6, 1996, and incorporated herein by                      
          reference).                                                                     

10.5      Amended and Restated Revolving Credit Note, dated as of July                    
          31, 1996, issued by the Company to First American National                      
          Bank in the aggregate principal amount of $20 million (filed                    
          as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q,                  
          Commission File No. 000-23314, filed with the Commission on                     
          November 6, 1996, and incorporated herein by reference).                        

10.6      Second Amendment to Revolving Credit Agreement, dated as of                     
          March 23, 1998, among the Company and BankBoston, N.A.                          
          (successor to The First National Bank of Boston) as agent and                   
          for itself, First American National Bank, and SunTrust Bank                     
          Nashville, N.A. (filed as Exhibit 10.1 to Registrant's                          
          Quarterly Report on Form 10-Q, filed with the Commission on                     
          May 1, 1998, Commission File No. 000-23314, and incorporated                    
          herein by reference).                                                           

10.7      Revolving Credit Note, dated as of March 23, 1998, issued by                    
          the Company to SunTrust Bank Nashville, N.A. in the aggregate                   
          principal amount of $15 million (filed as Exhibit 10.2 to                       
          Registrant's Quarterly Report on Form 10-Q, filed with the                      
          Commission on May 1, 1998, Commission File No. 000-23314, and                   
          incorporated herein by reference).                                              

10.8      Loan Agreement, dated as of June 30, 1998 between the Company                   
          and SunTrust Bank, Nashville, N.A. (filed as Exhibit 10.37 to                   
          Registrant's Quarterly Report on Form 10-Q, filed with the                      
          Commission on October 30, 1998, Commission File No. 000-23314,                  
          and incorporated herein by reference).                                          

10.9      Term Note, dated as of June 30, 1998, issued by the Company to                  
          SunTrust Bank, Nashville, N.A. in the aggregate amount of $15                   
          million (filed as Exhibit 10.38 to Registrant's Quarterly                       
          Report on Form 10-Q, filed with the Commission on October 30,                   
          1998, Commission File No. 000-23314, and incorporated herein                    
          by reference).                                                                  

10.10     Note Agreement (the "Note Agreement"), dated as of April 1,                     
          1988, among the Company, The Mutual Life Insurance Company of                   
          New York and MONY Life Insurance Company of America (filed as                   
          Exhibit 10.3 to Registrant's Registration Statement on Form                     
          S-1, Registration No. 33-73028, filed with the Commission on                    
          December 17, 1993, and incorporated herein by reference).                       

10.11    First Amendment to Note Agreement, dated April 1, 1991, among                    
         the Company, The Mutual Life Insurance Company of New York and                   
         MONY Life Insurance Company of America (filed as Exhibit 10.4                    
         to Registrant's Registration Statement on Form S-1,                              
         Registration No. 33-73028, filed with the Commission on                          
         December 17, 1993, and incorporated herein by reference).                        

10.12    Second Amendment to Note Agreement, dated as of February 1,                      
         1992, among the Company, The Mutual Life Insurance Company of                    
         New York and MONY Life Insurance Company of America (filed as                    
         Exhibit 10.5 to Registrant's Registration Statement on Form                      
         S-1, Registration No. 33-73028, filed with the Commission on                     
         December 17, 1993, and incorporated herein by reference).                        

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                                                                                      Page Number
 Exhibit                                                                            by Sequential
 Number                              Description                                 Numbering System
 ------                              -----------                                 ----------------
                                                                                                 
10.13     Exhibit 10.6 to Registrant's Registration Statement on Form                            
          S-1, Registration No. 33-73028, filed with the Commission on                           
          December 17, 1993, and incorporated herein by reference).                              

10.14     Form of Adjustable Rate First Mortgage Notes due January 1,                            
          2004 issued by the Company to The Mutual Life Insurance                                
          Company of New York and MONY Life Insurance Company of America                         
          pursuant to the Note Agreement, as amended (filed as Exhibit                           
          10.7 to Registrant's Registration Statement on Form S-1,                               
          Registration No. 33-73028, filed with the Commission on                                
          December 17, 1993, and incorporated herein by reference).                              

10.15     Form of Mortgage, dated as of May 10, 1988, from the Company                           
          to The Mutual Life Insurance Company of New York pursuant to                           
          the Note Agreement, as amended (filed as Exhibit 10.8 to                               
          Registrant's Registration Statement on Form S-1, Registration                          
          No. 33-73028, filed with the Commission on December 17, 1993,                          
          and incorporated herein by reference).                                                 

10.16     Ground Lease Agreement, dated as of July 1, 1991, between the                          
          Company and GOF Indiana Corp. (relating to Plainfield, Indiana                         
          store) (filed as Exhibit 10.10 to Registrant's Registration                            
          Statement on Form S-1, Registration No. 33-73028, filed with                           
          the Commission on December 17, 1993, and incorporated herein                           
          by reference).                                                                         

10.17     Indenture of Lease, dated as of September 1, 1991, between the                         
          Company and GOF Indiana Corp. (relating to Plainfield, Indiana                         
          store) (filed as Exhibit 10.11 to Registrant's Registration                            
          Statement on Form S-1, Registration No. 33-73028, filed with                           
          the Commission on December 17, 1993, and incorporated herein                           
          by reference).                                                                         

10.18     Indenture of Lease, dated as of January 1, 1986, between the Company                   
          and Joseph H., Jr. and Dorothy F. Scarlett (relating to Omaha,                         
          Nebraska store) (filed as Exhibit 10.14 to Registrant's Registration                   
          Statement on Form S-1, Registration No. 33-73028, filed with the                       
          Commission on December 17, 1993, and incorporated herein by                            
          reference).                                                                            

10.19     Indenture of Lease, dated as of January 1, 1986, between the Company                   
          and Joseph D. and Juliann K. Maxwell (relating to Nashville,                           
          Tennessee store) (filed as Exhibit 10.18 to Registrant's Registration                  
          Statement on Form S-1, Registration No. 33-73028, filed with the                       
          Commission on December 17, 1993, and incorporated herein by                            
          reference).                                                                            

10.20     Indenture  of Lease, dated as of January 1, 1986, between the Company                  
          and Thomas O. and Vickie Flood (relating to Mandan, North Dakota                       
          store) (filed as Exhibit 10.19 to Registrant's Registration Statement                  
          on Form S-1, Registration No. 33-73028, filed with the Commission on                   
          December 17, 1993, and incorporated herein by reference).                              

10.21     Indenture of Lease, dated as of September 15, 1986, between the                        
          Company and GOF Partners (relating to Nashville, Tennessee management                  
          headquarters) (filed as Exhibit 10.20 to Registrant's Registration                     
          Statement on Form S-1, Registration No.                                                

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                                                                                      Page Number
 Exhibit                                                                            by Sequential
 Number                              Description                                 Numbering System
 ------                              -----------                                 ----------------
                                                                                                 
          33-73028, filed with the Commission on December 17, 1993, and                          
          incorporated herein by reference).                                                     

10.22     Tractor  Supply Company 1994 Stock Option Plan (filed as Exhibit                       
          10.28 to Registrant's Registration Statement on Form S-1,                              
          Registration No. 33-73028, filed with the Commission on December 17,                   
          1993, and incorporated herein by reference).                                           

10.23     Amendment to the Tractor Supply Company 1994 Stock Option Plan                         
          (filed as Exhibit 10.25 to Registrant's Quarterly Report on                            
          Form 10-Q, filed with the Commission on August 8, 1997,                                
          Commission File No. 000-23314, and incorporated herein by                              
          reference).                                                                            

10.24     Senior Executive Incentive Plan of the Company (filed as Exhibit                       
          10.28 to Registrant's Annual Report on Form 10-K, filed with the                       
          Commission on March 18, 1998, Commission File No. 000-23314, and                       
          incorporated herein by reference).                                                     

10.25     Other Executive Incentive Plan of the Company (filed as Exhibit                        
          10.29 to Registrant's Annual Report on Form 10-K, filed with the                       
          Commission on March 18, 1998, Commission File No. 000-23314, and                       
          incorporated herein by reference).                                                     

10.26     Form of Deferred Compensation Agreement constituting the Deferred                      
          Compensation Plan of the Company (filed as Exhibit 10.30 to                            
          Registrant's Annual Report on Form 10-K, filed with the Commission on                  
          March 18, 1998, Commission File No. 000-23314, and incorporated                        
          herein by reference).                                                                  

10.27     Certificate of Insurance relating to the Medical Expense                               
          Reimbursement Plan of the Company (filed as Exhibit 10.33 to                           
          Registrant's Registration Statement on Form S-1, Registration No.                      
          33-73028, filed with the Commission on December 17, 1993, and                          
          incorporated herein by reference).                                                     

10.28     Summary plan description of the Executive Life Insurance Plan                          
          of the Company (filed as Exhibit 10.34 to Registrant's                                 
          Registration Statement on Form S-1, Registration No. 33-73028,                         
          filed with the Commission on December 17, 1993, and                                    
          incorporated herein by reference).                                                     

10.29     Agreement, effective April 1, 1996, between the Company and                            
          Chauffeurs, Teamsters, Warehousemen and Helpers, Local Union No. 135                   
          (filed as Exhibit 10.32 to Registrant's Annual Report on Form 10-K,                    
          filed with the Commission on March 21, 1997, Commission File No.                       
          000-23314, and incorporated herein by reference).                                      

10.30     Tractor Supply Company 1996 Associate Stock Purchase Plan (filed as                    
          Exhibit 4.4 to Registrant's Registration Statement on Form S-8,                        
          Registration No. 333-10699, filed with the Commission on August 23,                    
          1996, and incorporated herein by reference).                                           

10.31     Indemnification Agreement, dated January 27, 1994, between the                         
          Company and Thomas O. Flood (filed as Exhibit 10.38 to Amendment No.                   
          1 to Registrant's Registration Statement on Form S-1, Registration                     
          No. 33-73028, filed with the Commission on January 31, 1994, and                       
          incorporated herein by reference).                                                     

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 Exhibit                                                                            by Sequential
 Number                              Description                                 Numbering System
 ------                              -----------                                 ----------------
                                                                                                 
10.32     Tractor Supply Company Restated 401(k) Retirement Plan (filed as                       
          Exhibit 4.1 Registration Statement on Form S-3, Registration No.                       
          333-35317, filed with the Commission on September 10, 1997, and                        
          incorporated herein by reference).                                                     

10.33     Trust Agreement (filed as Exhibit 4.2 to Registrant's Registration                     
          Statement on Form S-3, Registration No. 333-35317, filed with the                      
          Commission on September 10, 1997, and incorporated herein by                           
          reference).                                                                            

10.34     Noncompetition Agreement, dated as of June 30, 1996, between the                       
          Company and Joseph D. Maxwell (filed as Exhibit 10.35 to Registrant's                  
          Quarterly Report on Form 10-Q, filed with the Commission on October                    
          31, 1997, Commission File No. 000-23314, and incorporated herein by                    
          reference).                                                                            

10.35     Split-Dollar Agreement, dated January 27, 1998, between the Company                    
          and Joseph H. Scarlett, Jr., Tara Anne Scarlett and Andrew Sinclair                    
          Scarlett (filed as Exhibit 10.45 to Registrant's Annual Report on                      
          Form 10-K, filed with the Commission on March 17, 1999, Commission                     
          File No. 000-23314, and incorporated herein by reference).                             

10.36     Split-Dollar Agreement, dated January 2, 1998, between the Company                     
          and Thomas O. Flood and Terry Mainiero, as Trustee of the Flood 1997                   
          Irrevocable Trust under Agreement dated November 10, 1997. (filed as                   
          Exhibit 10.46 to Registrant's Annual Report on Form 10-K, filed with                   
          the Commission on March 17, 1999, Commission File No. 000-23314, and                   
          incorporated herein by reference).                                                     

10.37     Term Note, dated as of September 2, 1999, issued by the Company to                     
          SunTrust Bank, Nashville, N.A., a national banking association, in                     
          the aggregate amount of $15 million (filed as Exhibit 10.47 to                         
          Registrant's Quarterly Report on Form 10-Q, filed with the Commission                  
          on October 29, 1999, Commission File No. 000-23314, and incorporated                   
          herein by reference).                                                                  

10.38     Noncompetition Agreement, dated as of August 31, 1999, between the                     
          Company and Thomas O. Flood (filed as Exhibit 10.48 to Registrant's                    
          Quarterly Report on Form 10-Q, filed with the Commission on October                    
          29, 1999, Commission File No. 000-23314, and incorporated herein by                    
          reference).                                                                            

10.39     Consulting Agreement, dated as of August 31, 1999, between the                         
          Company and Thomas O. Flood (filed as Exhibit 10.49 to Registrant's                    
          Quarterly Report on Form 10-Q, filed with the Commission on October                    
          29, 1999, Commission File No. 000-23314, and incorporated herein by                    
          reference).                                                                            

10.40     Third Amendment to Revolving Credit Agreement, dated as of November                    
          15, 1999 among the Company and SunTrust Bank Nashville, N.A.                           
          (replaced Bank Boston, N.A. as agent), as agent and for itself,                        
          AmSouth Bank (successor to First America National Bank), an national                   
          banking association, and Bank of America, a national banking                           
          association (filed as Exhibit 10.43 to Registrant's Annual Report on                   
          Form 10-K, filed with the Commission on March 24, 2000, Commission                     
          File No. 000-23314, and incorporated herein by reference).                             

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                                                                                      Page Number
 Exhibit                                                                            by Sequential
 Number                              Description                                 Numbering System
 ------                              -----------                                 ----------------
                                                                                                 
10.41     Second Amendment to the Tractor Supply Company 1994 Stock Option Plan                  
          (filed as Exhibit 10.44 to Registrant's Annual Report on Form 10-K,                    
          filed with the Commission on March 24, 2000, Commission File No.                       
          000-23314, and incorporated herein by reference).                                      

10.42     Agreement, effective August 1, 1999 between the Company and General                    
          Drivers & Helpers Union, Local #554 (filed as Exhibit 10.45 to                         
          Registrant's Annual Report on Form 10-K, filed with the Commission on                  
          March 24, 2000, Commission No. 000-23314, and incorporated herein by                   
          reference).                                                                            

10.43     Tractor Supply Company 2000 Stock Incentive Plan (filed as Exhibit                     
          10.46 to Registrant's Quarterly report on Form 10-Q, filed with the                    
          Commission on August 4, 2000, Commission File No. 000-23314, and                       
          incorporated herein by reference).                                                     

10.44     Loan Agreement, dated as of August 10, 2000 between the Company and                    
          Bank of America, N.A. (filed as Exhibit 10.47 to Registrant's                          
          Quarterly Report on Form 10-Q, filed with the Commission on November                   
          14, 2000, Commission File No. 000-23314, and incorporated herein by                    
          reference).                                                                            

10.45     Term Note, dated as of August 10, 2000 issued by the Company to Bank                   
          of America, N.A., in the aggregate amount of $20 million (filed as                     
          Exhibit 10.48 to Registrant's Quarterly Report on Form 10-Q, filed                     
          with the Commission on November 14, 2000, Commission File No.                          
          000-23314, and incorporated herein by reference).                                      

10.46*    Revolving Credit Agreement, dated as of November 3, 2000 by and among                  
          Tractor Supply Company, the banks party thereto and Bank of                            
          America, N.A., as Administrative Agent.                                                

10.47*    Revolving  Note, dated as of November 3, 2000 between Tractor Supply                   
          Company and Bank of America, N.A.                                                      

10.48*    Revolving Note, dated as of November 3, 2000 between Tractor Supply                    
          Company and Firstar Bank, N. A.                                                        

10.49*    Revolving Note, dated as of November 3, 2000 between Tractor Supply                    
          Company and SouthTrust Bank.                                                           

10.50*    Revolving Note, dated as of November 3, 2000 between Tractor Supply                    
          Company and AmSouth Bank.                                                              

10.51*    Revolving Note, dated as of November 3, 2000 between Tractor Supply                    
          Company and SunTrust Bank, Nashville, N.A.                                             

10.52*    Revolving Note, dated as of November 3, 2000 between Tractor Supply                    
          Company and Compass Bank.                                                              

10.53*    Revolving  Note, dated as of December 30, 2000 between  Tractor                        
          Supply Company and Fifth Third Bank.                                                   

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                                                                                     Page Number
        Exhibit                                                                    by Sequential
        Number                               Description                        Numbering System
        ------                               -----------                        ----------------
                                                                                                
10.54*   Amended and Restated Loan Agreement, dated as of November 3, 2000,                     
         between the Company and SunTrust Bank, Nashville, N.A.                                 

10.55*   Amended and Restated Term Note, dated as of November 3, 2000, issued                   
         by the Company to SunTrust Bank, Nashville, N.A. in the aggregate                      
         amount of $9,999,945.                                                                  

10.56*   First Amendment to Lease Agreement, dated as of December 18, 2000,                     
         between Tractor Supply Company and GOF Partners.                                       

10.57*   Second Amendment to Tractor Supply Company Restated 401(k) Retirement                  
         Plan.                                                                                  

13.1*    Annual Report to Stockholders for the fiscal year ended December 30,                   
         2000.                                                                                  

23.1*    Consent of PricewaterhouseCoopers LLP.                                                 

23.2*    Consent of PricewaterhouseCoopers LLP.                                                 

24.1*    Power of Attorney of Sam K. Reed                                                       

-----------------                                                               
* Filed herewith.                                                               

21

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		1/1/04		17
		4/26/01		2		12			DEF 14A
Filed on:		3/23/01		14					DEF 14A
		1/31/01		1		11
For Period End:		12/30/00		1		21			ARS
		12/18/00		21
		11/14/00		20					10-Q
		11/3/00		20		21
		8/10/00		20
		8/4/00		20					10-Q
		3/24/00		19		20			10-K,  DEF 14A
		1/1/00		13					10-K
		11/15/99		19
		10/29/99		19					10-Q
		9/2/99		19
		8/31/99		19
		8/1/99		20
		3/17/99		19					10-K
		12/26/98		13					10-K,  ARS
		10/30/98		16					10-Q
		6/30/98		16
		5/1/98		16					10-Q
		3/23/98		16
		3/18/98		18					10-K,  DEF 14A
		1/27/98		19					SC 13G/A
		1/2/98		19
		11/10/97		19
		10/31/97		19					10-Q
		9/10/97		19					S-3
		8/8/97		15		18			10-Q
		5/13/97		15
		3/21/97		18					10-K405,  DEF 14A
		11/6/96		16
		8/23/96		18					S-8
		7/31/96		15		16
		6/30/96		19
		4/1/96		18
		4/28/95		15
		11/9/94		15
		8/31/94		15
		2/18/94		11
		2/14/94		15
		1/31/94		15		18
		1/27/94		18
		12/17/93		15		18
		2/1/92		16
									List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/23  Tractor Supply Co./DE             10-K       12/31/22   70:10M
 2/17/22  Tractor Supply Co./DE             10-K       12/25/21   74:10M
 2/18/21  Tractor Supply Co./DE             10-K       12/26/20   75:10M