10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 28, 2020

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 Incorporation or Organization)	(I.R.S. Employer Identification No.)

5401 Virginia Way, Brentwood, Tennessee 37027

(Address of Principal Executive Offices and Zip Code)

(615) 440-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

Yes  ☑    No ☐

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

Yes ☑    No ☐

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

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

Yes ☐   No ☑

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.008 par value	TSCO	NASDAQ Global Select Market

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

Class	Outstanding at April 25, 2020
Common Stock, $.008 par value	115,630,120

TRACTOR SUPPLY COMPANY

INDEX

		Page No.
PART I.	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (unaudited) – March 28, 2020, December 28, 2019, and March 30, 2019	3
	Condensed Consolidated Statements of Income (unaudited) – For the Fiscal Three Months Ended March 28, 2020 and March 30, 2019	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited) – For the Fiscal Three Months Ended March 28, 2020 and March 30, 2019	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) – For the Fiscal Three Months Ended March 28, 2020 and March 30, 2019	6
	Condensed Consolidated Statements of Cash Flows (unaudited) – For the Fiscal Three Months Ended March 28, 2020 and March 30, 2019	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II.	Other Information	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signature		30

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PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

TRACTOR SUPPLY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)

	March 28, 2020		December 28, 2019		March 30, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	461,473	$	84,241	$	102,215
Inventories	1,905,913		1,602,781		1,881,332
Prepaid expenses and other current assets	112,853		100,865		90,692
Income taxes receivable	—		—		4,846
Total current assets	2,480,239		1,787,887		2,079,085
Property and equipment, net	1,143,189		1,163,956		1,120,869
Operating lease right-of-use assets	2,228,597		2,188,802		2,086,950
Goodwill and other intangible assets	124,492		124,492		124,492
Other assets	25,888		24,131		25,805
Total assets	$	6,002,405	$	5,289,268	$	5,437,201
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	887,938	$	643,036	$	785,068
Accrued employee compensation	31,146		39,755		28,704
Other accrued expenses	234,460		247,690		204,797
Current portion of long-term debt	30,000		30,000		21,250
Current portion of finance lease liabilities	4,172		4,036		3,683
Current portion of operating lease liabilities	281,620		277,099		260,441
Income taxes payable	24,789		5,984		7,991
Total current liabilities	1,494,125		1,247,600		1,311,934
Long-term debt	989,074		366,480		605,695
Finance lease liabilities, less current portion	31,157		30,389		28,336
Operating lease liabilities, less current portion	2,051,885		2,001,162		1,929,520
Deferred income taxes	1,796		153		6,878
Other long-term liabilities	80,645		76,361		69,262
Total liabilities	4,648,682		3,722,145		3,951,625
Stockholders’ equity:
Preferred stock	—		—		—
Common stock	1,391		1,389		1,380
Additional paid-in capital	978,837		966,698		864,738
Treasury stock	(3,277,215)		(3,013,996)		(2,635,996)
Accumulated other comprehensive (loss)/income	(5,051)		199		3,067
Retained earnings	3,655,761		3,612,833		3,252,387
Total stockholders’ equity	1,353,723		1,567,123		1,485,576
Total liabilities and stockholders’ equity	$	6,002,405	$	5,289,268	$	5,437,201

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

Common Stock (shares in thousands): $0.008 par value; 400,000 shares authorized at all periods presented. 173,888, 173,608, and 172,457 shares issued; 115,592, 118,165, and 120,674 shares outstanding at March 28, 2020, December 28, 2019, and March 30, 2019, respectively.

Treasury Stock (at cost, shares in thousands): 58,296, 55,443, and 51,783 shares at March 28, 2020, December 28, 2019, and March 30, 2019, respectively.

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

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TRACTOR SUPPLY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)

	For the Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Net sales	$	1,959,188	$	1,822,220
Cost of merchandise sold	1,297,939		1,207,236
Gross profit	661,249		614,984
Selling, general and administrative expenses	497,275		465,809
Depreciation and amortization	51,436		45,767
Operating income	112,538		103,408
Interest expense, net	5,049		4,930
Income before income taxes	107,489		98,478
Income tax expense	23,712		21,646
Net income	$	83,777	$	76,832
Net income per share – basic	$	0.72	$	0.63
Net income per share – diluted	$	0.71	$	0.63
Weighted average shares outstanding:
Basic	116,738		121,211
Diluted	117,432		122,152
Dividends declared per common share outstanding	$	0.35	$	0.31

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

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TRACTOR SUPPLY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	For the Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Net income	$	83,777	$	76,832
Other comprehensive loss:
Change in fair value of interest rate swaps, net of taxes	(5,250)		(1,464)
Total other comprehensive loss	(5,250)		(1,464)
Total comprehensive income	$	78,527	$	75,368

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

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TRACTOR SUPPLY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Treasury Stock		Accum. Other Comp. Income/(Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Dollars
Stockholders’ equity at December 28, 2019	118,165	$	1,389	$	966,698	$	(3,013,996)	$	199	$	3,612,833	$	1,567,123
Common stock issuance under stock award plans & ESPP	280	2		10,601								10,603
Share-based compensation expense				6,945								6,945
Repurchase of shares to satisfy tax obligations				(5,407)								(5,407)
Repurchase of common stock	(2,853)					(263,219)						(263,219)
Cash dividends paid to stockholders										(40,849)		(40,849)
Change in fair value of interest rate swaps, net of taxes								(5,250)				(5,250)
Net income										83,777		83,777
Stockholders’ equity at March 28, 2020	115,592	$	1,391	$	978,837	$	(3,277,215)	$	(5,051)	$	3,655,761	$	1,353,723

	Common Stock			Additional Paid-in Capital		Treasury Stock		Accum. Other Comp. Income		Retained Earnings		Total Stockholders’ Equity
	Shares	Dollars
Stockholders’ equity at December 29, 2018	121,828	$	1,375	$	823,413	$	(2,480,677)	$	3,814	$	3,213,895	$	1,561,820
Common stock issuance under stock award plans & ESPP	570	5		34,727								34,732
Share-based compensation expense				9,624								9,624
Repurchase of shares to satisfy tax obligations				(3,026)								(3,026)
Repurchase of common stock	(1,724)					(155,319)						(155,319)
Cash dividends paid to stockholders										(37,623)		(37,623)
Change in fair value of interest rate swaps, net of taxes								(1,464)				(1,464)
Net income										76,832		76,832
Cumulative adjustment as a result of ASU 2017-12 adoption								717		(717)		—
Stockholders’ equity at March 30, 2019	120,674	$	1,380	$	864,738	$	(2,635,996)	$	3,067	$	3,252,387	$	1,485,576

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

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TRACTOR SUPPLY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Cash flows from operating activities:
Net income	$	83,777	$	76,832
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization	51,436		45,767
Gain on disposition of property and equipment	(315)		(224)
Share-based compensation expense	6,945		9,624
Deferred income taxes	1,643		13,485
Change in assets and liabilities:
Inventories	(303,132)		(291,790)
Prepaid expenses and other current assets	(11,988)		23,755
Accounts payable	244,902		165,087
Accrued employee compensation	(8,609)		(25,342)
Other accrued expenses	(12,352)		(31,159)
Income taxes	18,805		5,488
Other	12,820		(4,547)
Net cash provided by/(used in) operating activities	83,932		(13,024)
Cash flows from investing activities:
Capital expenditures	(29,648)		(28,785)
Proceeds from sale of property and equipment	320		358
Net cash used in investing activities	(29,328)		(28,427)
Cash flows from financing activities:
Borrowings under debt facilities	809,000		385,000
Repayments under debt facilities	(186,500)		(165,500)
Principal payments under finance lease liabilities	(1,000)		(897)
Repurchase of shares to satisfy tax obligations	(5,407)		(3,026)
Repurchase of common stock	(263,219)		(155,319)
Net proceeds from issuance of common stock	10,603		34,732
Cash dividends paid to stockholders	(40,849)		(37,623)
Net cash provided by financing activities	322,628		57,367
Net change in cash and cash equivalents	377,232		15,916
Cash and cash equivalents at beginning of period	84,241		86,299
Cash and cash equivalents at end of period	$	461,473	$	102,215
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	5,781	$	6,137
Income taxes	1,358		2,080
Supplemental disclosures of non-cash activities:
Non-cash accruals for construction in progress	$	7,046	$	6,540
Increase of operating lease assets and liabilities from new or modified leases	108,872		64,519
Increase of finance lease assets and liabilities from new or modified leases	1,904		—
Operating lease assets and liabilities recognized upon adoption of ASC 842	—		2,084,880

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

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TRACTOR SUPPLY COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – General:

Nature of Business

Founded in 1938, Tractor Supply Company (the “Company” or “we” or “our” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”). The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “Out Here” lifestyle), as well as tradesmen and small businesses. Stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company also owns and operates Petsense, LLC (“Petsense”), a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services. At March 28, 2020, the Company operated a total of 2,043 retail stores in 49 states (1,863 Tractor Supply and Del’s retail stores and 180 Petsense retail stores) and also offered an expanded assortment of products online at TractorSupply.com and Petsense.com.

Basis of Presentation

The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.

The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time).

Note 2 – Fair Value of Financial Instruments:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and interest rate swaps.  Due to their short-term nature, the carrying values of cash and cash equivalents, short-term receivables, and trade payables approximate current fair value at each balance sheet date. As described in further detail in Note 5 to the Condensed Consolidated Financial Statements, the Company had $1.02 billion, $0.40 billion, and $0.63 billion in borrowings under its debt facilities at March 28, 2020, December 28, 2019, and March 30, 2019, respectively. Based on market interest rates (Level 2 inputs), the carrying value of borrowings in our debt facilities approximates fair value for each period reported. The fair value of the Company’s interest rate swaps is determined based on the present value of expected future cash flows using forward rate curves (a Level 2 input). As described in further detail in Note 6 to the Condensed Consolidated Financial Statements, the fair value of the interest rate swaps, excluding accrued interest, was a net liability of $6.8 million at March 28, 2020 and a net asset of $0.3 million and $3.9 million at December 28, 2019 and March 30, 2019, respectively.

Note 3 – Share-Based Compensation:

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

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There were no significant modifications to the Company’s share-based compensation plans during the fiscal three months ended

March 28, 2020.

For the first quarter of fiscal 2020 and 2019, share-based compensation expense was $6.9 million and $9.6 million, respectively.

Stock Options

The following table summarizes information concerning stock option grants during the first three months of fiscal 2020:

	Fiscal Three Months Ended
	March 28, 2020
Stock options granted	413,776
Weighted average exercise price	$	91.10
Weighted average grant date fair value per option	$	18.54

As of March 28, 2020, total unrecognized compensation expense related to non-vested stock options was approximately $12.8 million with a remaining weighted average expense recognition period of 2.4 years.

Restricted Stock Units and Performance-Based Restricted Share Units

The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first three months of fiscal 2020:

	Fiscal Three Months Ended
	March 28, 2020
Restricted stock units granted	242,343
Performance-based restricted share units granted (a)	80,057
Weighted average grant date fair value per share	$	87.53

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

In fiscal 2020, the Company granted awards that are subject to the achievement of specified performance goals. The performance metrics for the units are growth in net sales and growth in earnings per diluted share. The number of performance-based restricted share units presented in the foregoing table represent the shares that can be achieved at the performance metric target value. The actual number of shares that will be issued under the performance share awards, which may be higher or lower than the target, will be determined by the level of achievement of the performance goals. If the performance targets are achieved, the units will be issued based on the achievement level and the grant date fair value and will cliff vest in full on the third anniversary of the date of the grant.

As of March 28, 2020, total unrecognized compensation expense related to non-vested restricted stock units and non-vested performance-based restricted share units was approximately $44.2 million with a remaining weighted average expense recognition period of 2.3 years.

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Note 4 – Net Income Per Share:

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

	Fiscal Three Months Ended					Fiscal Three Months Ended
	March 28, 2020					March 30, 2019
	Income		Shares	Per Share Amount		Income		Shares	Per Share  Amount
Basic net income per share:	$	83,777	116,738	$	0.72	$	76,832	121,211	$	0.63
Dilutive effect of share-based awards	—		694	(0.01)		—		941	—
Diluted net income per share:	$	83,777	117,432	$	0.71	$	76,832	122,152	$	0.63

Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.5 million and 0.3 million shares for the fiscal three months ended March 28, 2020 and March 30, 2019, respectively.

Note 5 – Debt:

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

	March 28, 2020		December 28, 2019		March 30, 2019
Senior Notes	$	150.0	$	150.0	$	150.0
Senior Credit Facility:
February 2016 Term Loan	140.0		145.0		155.0
June 2017 Term Loan	85.0		87.5		91.3
March 2020 Term Loan	200.0		—		—
Revolving credit loans	445.0		15.0		232.0
Total outstanding borrowings	1,020.0		397.5		628.3
Less: unamortized debt issuance costs	(0.9)		(1.0)		(1.3)
Total debt	1,019.1		396.5		627.0
Less: current portion of long-term debt	(30.0)		(30.0)		(21.3)
Long-term debt	$	989.1	$	366.5	$	605.7
Outstanding letters of credit	$	39.0	$	32.0	$	35.4

Senior Notes

On August 14, 2017, the Company entered into a note purchase and private shelf agreement (the “Note Purchase Agreement”), pursuant to which the Company agreed to sell $150 million aggregate principal amount of senior unsecured notes due August 14, 2029 (the “2029 Notes”) in a private placement. The 2029 Notes bear interest at 3.70% per annum with interest payable semi-annually in arrears on each annual and semi-annual anniversary of the issuance date. The obligations under the Note Purchase Agreement are unsecured, but guaranteed by each of the Company’s material subsidiaries.

The Company may from time to time issue and sell additional senior unsecured notes (the “Shelf Notes”) pursuant to the Note Purchase Agreement, in an aggregate principal amount of up to $150 million. The Shelf Notes will have a maturity date of no more than 12 years after the date of original issuance and may be issued through August 14, 2020, unless earlier terminated in accordance with the terms of the Note Purchase Agreement.

Pursuant to the Note Purchase Agreement, the 2029 Notes and any Shelf Notes (collectively, the “Notes”) are redeemable by the Company, in whole at any time or in part from time to time, at 100% of the principal amount of the Notes being redeemed,

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together with accrued and unpaid interest thereon and a make whole amount calculated by discounting all remaining scheduled payments on the Notes by the yield on the U.S. Treasury security with a maturity equal to the remaining average life of the Notes plus 0.50%.

Senior Credit Facility

On February 19, 2016, the Company entered into a senior credit facility (the “2016 Senior Credit Facility”) consisting of a $200 million term loan (the “February 2016 Term Loan”) and a $500 million revolving credit facility (the “Revolver”) with a sublimit of $50 million for swingline loans. This agreement is unsecured and matures on February 19, 2022.

On June 15, 2017, pursuant to an accordion feature available under the 2016 Senior Credit Facility, the Company entered into an incremental term loan agreement (the “June 2017 Term Loan”) which increased the term loan capacity under the 2016 Senior Credit Facility by $100 million. This agreement is unsecured and matures on June 15, 2022.

On March 12, 2020, pursuant to an accordion feature available under the 2016 Senior Credit Facility, the Company entered into an incremental term loan agreement (the “March 2020 Term Loan”) which increased the term loan capacity under the 2016 Senior Credit Facility by $200 million. This agreement is unsecured and matures on March 16, 2022.

The February 2016 Term Loan of $200 million requires quarterly payments totaling $10 million per year in years one and two and $20 million per year in years three through the maturity date, with the remaining balance due in full on the maturity date of February 19, 2022. The June 2017 Term Loan of $100 million requires quarterly payments totaling $5 million per year in years one and two and $10 million per year in years three through the maturity date, with the remaining balance due in full on the maturity date of June 15, 2022. The March 2020 Term Loan of $200 million is due in full on the maturity date of March 16, 2022. The 2016 Senior Credit Facility also contains a $500 million revolving credit facility (with a sublimit of $50 million for swingline loans).

Borrowings under the February 2016 Term Loan and Revolver bear interest at either the bank’s base rate (3.250% at March 28, 2020) or the London Inter-Bank Offer Rate (“LIBOR”) (0.989% at March 28, 2020) plus an additional amount ranging from 0.500% to 1.125% per annum (0.625% at March 28, 2020), adjusted quarterly based on our leverage ratio.  The Company is also required to pay, quarterly in arrears, a commitment fee for unused capacity ranging from 0.075% to 0.200% per annum (0.100% at March 28, 2020), adjusted quarterly based on the Company’s leverage ratio. Borrowings under the June 2017 Term Loan bear interest at either the bank’s base rate (3.250% at March 28, 2020) or LIBOR (0.989% at March 28, 2020) plus an additional 1.000% per annum. Borrowings under the March 2020 Term Loan bear interest at either the bank’s base rate (3.250% at March 28, 2020) or LIBOR (0.989% at March 28, 2020) plus an additional 0.750% per annum. As further described in Note 6 to the Condensed Consolidated Financial Statements, the Company has entered into interest rate swap agreements in order to hedge our exposure to variable rate interest payments associated with each of the term loans under the 2016 Senior Credit Facility.

Proceeds from the 2016 Senior Credit Facility may be used for working capital, capital expenditures, dividends, share repurchases, and other matters. There are no compensating balance requirements associated with the 2016 Senior Credit Facility.

Covenants and Default Provisions of the Debt Agreements

The 2016 Senior Credit Facility and the Note Purchase Agreement (collectively, the “Debt Agreements”) require quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio.  Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments).  The fixed charge coverage ratio shall be greater than or equal to 2.00 to 1.0 as of the last day of each fiscal quarter. The leverage ratio compares rental expense (excluding any straight-line rent adjustments) multiplied by a factor of six plus total debt to consolidated EBITDAR.  The leverage ratio shall be less than or equal to 4.00 to 1.0 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional indebtedness, capital expenditures, business operations, guarantees, investments, mergers, consolidations and sales of assets, prepayment of debts, transactions with subsidiaries or affiliates, and liens.  As of March 28, 2020, the Company was in compliance with all debt covenants.

The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, and invalidity of loan documents. Upon certain changes of control, payment under

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the Debt Agreements could become due and payable. In addition, under the Note Purchase Agreement, upon an event of default or change of control, the make whole payment described above may become due and payable.

The Note Purchase Agreement also requires that, in the event the Company amends its 2016 Senior Credit Facility, or any subsequent credit facility of $100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Agreement or that are similar to those contained in the Note Purchase Agreement but which contain percentages, amounts, formulas or grace periods that are more restrictive than those set forth in the Note Purchase Agreement or are otherwise more beneficial to the lenders thereunder, the Note Purchase Agreement shall be automatically amended to include such additional or amended covenants and/or default provisions.

Subsequent Event - Amendment to Credit Facility

On April 22, 2020, the Company entered into a second amendment to the 2016 Senior Credit Facility (the “Second Amendment”) to, among other things, increase the option to increase the aggregate principal amount of Revolving Loan Commitments and Incremental Term Loans up to an amount not to exceed $650 million. Simultaneously with the Second Amendment, the Company entered into an Incremental Term Loan Agreement (the “April 2020 Term Loan”) in the amount of $350 million, which is in addition to the 2016 Senior Credit Facility’s existing term loan and revolving credit facility. The April 2020 Term Loan is unsecured and has a term expiring on April 21, 2021. Borrowings under the April 2020 Term Loan (i) will bear interest at a variable rate, (ii) do not require principal payments prior to the maturity date, (iii) may be prepaid at any time, and (iv) have other terms materially identical to the existing term loans under the Senior Credit Facility other than the 364 day maturity date and LIBOR floor of 0.75%.

Note 6 – Interest Rate Swaps:

The Company entered into an interest rate swap agreement which became effective on March 31, 2016, with a maturity date of February 19, 2021. The notional amount of this swap agreement began at $197.5 million (the principal amount of the February 2016 Term Loan borrowings as of March 31, 2016) and will amortize at the same time and in the same amount as the February 2016 Term Loan borrowings, as described in Note 5 to the Condensed Consolidated Financial Statements, up to the maturity date of the interest rate swap agreement on February 19, 2021. As of March 28, 2020, the notional amount of the interest rate swap was $140.0 million.

The Company entered into a second interest rate swap agreement which became effective on June 30, 2017, with a maturity date of June 15, 2022. The notional amount of this swap agreement began at $100 million (the principal amount of the June 2017 Term Loan borrowings as of June 30, 2017) and will amortize at the same time and in the same amount as the June 2017 Term Loan borrowings, as described in Note 5 to the Condensed Consolidated Financial Statements. As of March 28, 2020, the notional amount of the interest rate swap was $85.0 million.

The Company entered into a third interest rate swap agreement which became effective on March 18, 2020, with a maturity date of March 18, 2025. The notional amount of this swap agreement is fixed at $200 million.

The Company’s interest rate swap agreements are executed for risk management and are not held for trading purposes. The objective of the interest rate swap agreements is to mitigate interest rate risk associated with future changes in interest rates. To accomplish this objective, the interest rate swap agreements are intended to hedge the variable cash flows associated with the variable rate term loan borrowings under the 2016 Senior Credit Facility. Both interest rate swap agreements entitle the Company to receive, at specified intervals, a variable rate of interest based on LIBOR in exchange for the payment of a fixed rate of interest throughout the life of the agreement, without exchange of the underlying notional amount.

The Company has designated its interest rate swap agreements as cash flow hedges and accounts for the underlying activity in accordance with hedge accounting. The interest rate swaps are presented within the Condensed Consolidated Balance Sheets at fair value. In accordance with hedge accounting, the gains and losses on interest rate swaps that are designated and qualify as cash flow hedges are recorded as a component of Other Comprehensive Income (“OCI”), net of related income taxes, and reclassified into earnings in the same income statement line and period during which the hedged transactions affect earnings.

As of March 28, 2020, amounts to be reclassified from Accumulated Other Comprehensive Income (“AOCI”) into interest during the next twelve months are not expected to be material. No significant amounts were excluded from the assessment of cash flow hedge effectiveness as of March 28, 2020.

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The assets and liabilities measured at fair value related to the Company’s interest rate swaps, excluding accrued interest, were as follows (in thousands):

Derivatives Designated as Cash Flow Hedges	Balance Sheet Location	March 28, 2020		December 28, 2019		March 30, 2019
Interest rate swaps (short-term portion)	Other current assets	$	—	$	558	$	2,200
Interest rate swaps (long-term portion)	Other assets	—		91		1,676
Total derivative assets		$	—	$	649	$	3,876
Interest rate swaps (short-term portion)	Other accrued expenses	$	2,512	$	90	$	—
Interest rate swaps (long-term portion)	Other long-term liabilities	4,277		292		—
Total derivative liabilities		$	6,789	$	382	$	—

The offset to the interest rate swap asset or liability is recorded as a component of equity, net of deferred taxes, in AOCI, and will be reclassified into earnings over the term of the underlying debt as interest payments are made.

The following table summarizes the changes in AOCI, net of tax, related to the Company’s interest rate swaps (in thousands):

	March 28, 2020		December 28, 2019		March 30, 2019
Beginning fiscal year AOCI balance	$	199	$	3,814	$	3,814
Current fiscal period loss recognized in OCI	(5,250)		(4,332)		(1,464)
Cumulative adjustment as a result of ASU 2017-12 adoption	—		717		717
Other comprehensive loss, net of tax	(5,250)		(3,615)		(747)
Ending fiscal period AOCI balance	$	(5,051)	$	199	$	3,067

Cash flows related to the interest rate swaps are included in operating activities on the Condensed Consolidated Statements of Cash Flows.

The following table summarizes the impact of pre-tax gains and losses derived from the Company’s interest rate swaps (in thousands):

		Fiscal Three Months Ended
	Financial Statement Location	March 28, 2020		March 30, 2019
Amount of losses recognized in OCI during the period	Other comprehensive loss	$	(7,056)	$	(1,947)

The following table summarizes the impact of taxes affecting AOCI as a result of the Company’s interest rate swaps (in thousands):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Income tax benefit of interest rate swaps on AOCI	$	(1,806)	$	(483)

Credit-risk-related contingent features

In accordance with the underlying interest rate swap agreements, the Company could be declared in default on its interest rate swap obligations if repayment of the underlying indebtedness (i.e., the Company’s term loans) is accelerated by the lender due to the Company's default on such indebtedness.

If the Company had breached any of the provisions in the underlying agreements at March 28, 2020, it could have been required to post full collateral or settle its obligations under the Company’s interest rate swap agreements. However, as of March 28, 2020, the Company had not breached any of these provisions or posted any collateral related to the underlying interest rate swap agreements.

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Note 7 – Capital Stock and Dividends:

Capital Stock

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

Dividends

During the first three months of fiscal 2020 and 2019, the Company's Board of Directors declared the following cash dividends:

Date Declared	Dividend Amount Per Share of Common Stock		Record Date	Date Paid
February 5, 2020	$	0.35	February 24, 2020	March 10, 2020
February 6, 2019	$	0.31	February 25, 2019	March 12, 2019

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

On May 6, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.35 per share of the Company’s outstanding common stock.  The dividend will be paid on June 9, 2020, to stockholders of record as of the close of business on May 26, 2020.

Note 8 – Treasury Stock:

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program up to $4.5 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The repurchases may be made from time to time on the open market or in privately negotiated transactions.  The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions.  Repurchased shares are accounted for at cost and will be held in treasury for future issuance.  The program may be limited or terminated at any time without prior notice. As of March 28, 2020, the Company had remaining authorization under the share repurchase program of $1.22 billion, exclusive of any fees, commissions, or other expenses.

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

The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months ended March 28, 2020 and March 30, 2019, respectively (in thousands, except per share amounts):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Total number of shares repurchased	2,853		1,724
Average price paid per share	$	92.28	$	90.09
Total cash paid for share repurchases	$	263,219	$	155,319

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Note 9 – Income Taxes:

The Company’s effective income tax rate increased to 22.1% in the first quarter of fiscal 2020 compared to 22.0% in the first quarter of fiscal 2019. The primary driver for the increase in the Company’s effective income tax rate was attributable to a reduced tax benefit associated with share-based compensation in the first quarter of fiscal 2020.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in the U.S. on March 27, 2020. We do not anticipate that the enactment of this legislation will significantly impact our full year effective tax rate in fiscal 2020; however, we continue to evaluate the potential impact that the legislation will have on the timing of our tax payments.

Note 10 – Commitments and Contingencies:

Construction and Real Estate Commitments

At March 28, 2020, there were no material commitments related to real estate or construction projects extending greater than twelve months.

Letters of Credit

At March 28, 2020, there were $39.0 million of outstanding letters of credit under the 2016 Senior Credit Facility.

Litigation

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

Note 11 – Segment Reporting:

The Company has one reportable segment which is the retail sale of products that support the rural lifestyle.  The following table indicates the percentage of net sales represented by each major product category during the fiscal three months ended March 28, 2020 and March 30, 2019:

	Fiscal Three Months Ended
Product Category:	March 28, 2020		March 30, 2019
Livestock and Pet	54	%	52	%
Hardware, Tools and Truck	20		21
Seasonal, Gift and Toy Products	17		17
Clothing and Footwear	6		7
Agriculture	3		3
Total	100	%	100	%

Note 12 – New Accounting Pronouncements:

New Accounting Pronouncements Recently Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The new guidance applies to financial assets measured at amortized cost basis, including receivables that result from revenue transactions and held-to-maturity debt securities. This guidance is effective for

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fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption was permitted for fiscal years beginning after December 15, 2018. The Company adopted this guidance in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures.  This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This update clarifies the accounting treatment for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted.  The amendments may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR) related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

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

General

The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. This Form 10-Q also contains forward-looking statements and information. The forward-looking statements included herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”).  All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including sales and earnings growth, estimated results of operations in future periods, the declaration and payment of dividends, future capital expenditures (including their amount and nature), business strategy, expansion and growth of our business operations, and other such matters are forward-looking statements.  These forward-looking statements may be affected by certain risks and uncertainties, any one, or a combination of which, could materially affect the results of our operations. To take advantage of the safe harbor provided by the Act, we are identifying certain factors that could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written.

As with any business, many aspects of our operations are subject to influences outside our control. These factors include, without limitation, national, regional, and local economic conditions affecting consumer spending, including the effects of the COVID-19 pandemic, the timing and acceptance of new products in the stores, the timing and mix of goods sold, purchase price volatility (including inflationary and deflationary pressures), the ability to increase sales at existing stores, the ability to manage growth and identify suitable locations, failure of an acquisition to produce anticipated results, the ability to successfully manage expenses (including increased expenses as a result of operating as an essential retailer during the COVID-19 pandemic) and execute our key gross margin enhancing initiatives, the availability of favorable credit sources, capital market conditions in general, the ability to open new stores in the time, manner and number currently contemplated, particularly in light of the COVID-19 pandemic, the impact of new stores on our business, competition, including that from online competitors, weather conditions, the seasonal nature of our business, effective merchandising initiatives and marketing emphasis, the ability to retain vendors, reliance on foreign suppliers, the ability to attract, train, and retain qualified employees, product liability and other claims, changes in federal, state, or local regulations, the effects that “shelter in place” and similar federal, state, and local regulations and protocols could have on our business, including our supply chain and employees, the imposition of tariffs on imported products or the disallowance of tax deductions on imported products, potential judgments, fines, legal fees, and other costs, breach of information systems or theft of employee or customer data, ongoing and potential future legal or regulatory proceedings, management of our information systems, failure to develop and implement new technologies, the failure of customer-facing technology systems, business disruption including from the implementation of supply chain technologies, effective tax rate changes and results of examination by taxing authorities, the ability to maintain an effective system of internal control over financial reporting, and changes in accounting standards, assumptions, and estimates. We discuss in greater detail risk factors relating to our business in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and in Part II, Item 1A of this Quarterly Report on Form 10-Q.  Forward-looking statements are based on our knowledge of our business and the environment in which we operate, but because of the factors listed above or other factors, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Information Regarding COVID-19 Coronavirus Pandemic

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

The health and safety of our team members and customers are the primary concern to our management team. We have taken and continue to take numerous actions to promote health and safety, including, rapidly providing personal protective equipment to our team members, rolling out additional functionality to support contactless shopping experiences, additional cleaning in our stores and distribution centers, hiring additional team members to assist in promoting social distancing and cleaning actions in our stores, and the implementation of remote work plans at our store support center. Additionally, we have previously announced appreciation bonuses for team members in our stores and distribution centers.

Although the Company has experienced an increase in our net sales in the latter part of the first fiscal quarter and the beginning of the second fiscal quarter of 2020, the net incremental costs of doing business as an essential retailer during this crisis, and we

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believe after this crisis, have increased as a result of the aforementioned actions. For the second quarter of 2020, we estimate that the net incremental costs of doing business as an essential retailer will be in the range of $30 million to $50 million. There are numerous uncertainties surrounding the crisis and its impact on our business, as further described in Part II Item 1A – Risk Factors, which make it difficult to predict the impact on our business, financial position, or results of operations for the remainder of fiscal 2020 and beyond. Therefore, given the uncertainty related to the COVID-19 pandemic, the Company withdrew its financial guidance for fiscal 2020 on April 7, 2020.

While our stores, distribution centers, and e-commerce operations are open and plan to remain open, we cannot predict the uncertainties, or the corresponding impacts on our business, at this time. Therefore, in an effort to strengthen our liquidity and preserve cash while navigating the COVID-19 pandemic, we suspended our share repurchase program effective March 12, 2020 and increased borrowings under our debt facilities as described in Note 5 to the Condensed Consolidated Financial Statements.

Seasonality and Weather

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

Historically, weather conditions, including unseasonably warm weather in the fall and winter months and unseasonably cool weather in the spring and summer months, have affected the timing and volume of our sales and results of operations. In addition, extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, and droughts have impacted operating results both negatively and positively, depending on the severity and length of these conditions. Our strategy is to manage product flow and adjust merchandise assortments and depth of inventory to capitalize on seasonal demand trends.

Comparable Store Metrics

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

Results of Operations

Fiscal Three Months (First Quarter) Ended March 28, 2020 and March 30, 2019

Net sales for the first quarter of fiscal 2020 increased 7.5% to $1.96 billion from $1.82 billion for the first quarter of fiscal 2019. Comparable store sales for the first quarter of fiscal 2020 were $1.90 billion, a 4.3% increase as compared to the first quarter of fiscal 2019. Comparable store sales increased 5.0% for the first quarter of fiscal 2019.

The comparable store sales results for the first quarter of fiscal 2020 included an increase in comparable average transaction value of 5.4% and a decrease of 1.1% in comparable average transaction count. All geographic regions of the Company had positive comparable store sales growth. The increase in comparable stores sales was primarily driven by strength in consumable, usable and edible ("C.U.E.") product categories, along with solid demand for spring seasonal categories. The performance in our C.U.E. product categories was particularly strong in the final three weeks of the quarter as our customers responded to the COVID-19 pandemic. This first quarter comparable store sales growth was partially offset by softness in sales of cold weather seasonal merchandise and discretionary categories such as clothing and footwear.

In addition to comparable store sales growth for the first quarter of fiscal 2020, sales from stores open less than one year were $60.2 million for the first quarter of fiscal 2020, which represented 3.3 percentage points of the 7.5% increase over first quarter fiscal 2019 net sales. For the first quarter of fiscal 2019, sales from stores open less than one year were $57.6 million, which represented 3.4 percentage points of the 8.3% increase over first quarter fiscal 2018 net sales.

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The following table summarizes store growth for the fiscal three months ended March 28, 2020 and March 30, 2019:

	Fiscal Three Months Ended
Store Count Information:	March 28, 2020	March 30, 2019
Tractor Supply
Beginning of period	1,844	1,765
New stores opened	20	10
Stores closed	(1)	—
End of period	1,863	1,775
Petsense
Beginning of period	180	175
New stores opened	—	1
Stores closed	—	—
End of period	180	176
Consolidated, end of period	2,043	1,951
Stores relocated	1	—

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal three months ended March 28, 2020 and March 30, 2019:

	Percent of Net Sales
	Fiscal Three Months Ended
Product Category:	March 28, 2020		March 30, 2019
Livestock and Pet	54	%	52	%
Hardware, Tools and Truck	20		21
Seasonal, Gift and Toy Products	17		17
Clothing and Footwear	6		7
Agriculture	3		3
Total	100	%	100	%

Gross profit increased 7.5% to $661.2 million for the first quarter of fiscal 2020 from $615.0 million for the first quarter of fiscal 2019. As a percent of net sales, gross margin in the first quarter of fiscal 2020 was flat to the first quarter of fiscal 2019 at 33.75%. The gross margin performance reflected lower transportation costs as a percent of net sales offset by pressure from the strong sales of consumable merchandise, which generally carries a below chain average gross margin rate, and markdowns of winter seasonal merchandise.

Selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 7.3% to $548.7 million for the first quarter of fiscal 2020 from $511.6 million for the first quarter of fiscal 2019. As a percent of net sales, SG&A expenses decreased 7 basis points to 28.00% for the first quarter of fiscal 2020 from 28.07% for the first quarter of fiscal 2019. The improvement in SG&A as a percent of net sales was primarily attributable to leverage in occupancy and other costs from the increase in comparable store sales and a net benefit from legal settlements, primarily from the favorable settlement in the Visa/Mastercard interchange fee class action lawsuit. Certain first quarter costs as a percent of net sales were higher compared to the first quarter of 2019, driven by incremental costs of approximately $7 million from COVID-19 such as investments in pay and benefits and the impact of additional labor hours and supply costs dedicated to COVID-19 cleaning actions.

The effective income tax rate increased to 22.1% for the first quarter of fiscal 2020 compared to 22.0% for the first quarter of fiscal 2019. The primary driver for the increase in the Company’s effective income tax rate was a reduced tax benefit associated with share-based compensation in the first quarter of fiscal 2020.  The Company expects the full fiscal year 2020 effective tax rate to be in a range between 22.4% and 22.7%. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in the U.S. on March 27, 2020. We do not anticipate that the enactment of this legislation will

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significantly impact our full year effective tax rate in fiscal 2020; however, we continue to evaluate the potential impact that the legislation will have on the timing of our tax payments.

As a result of the foregoing factors, net income for the first quarter of fiscal 2020 increased 9.0% to $83.8 million, or $0.71 per diluted share, as compared to net income of $76.8 million, or $0.63 per diluted share, for the first quarter of fiscal 2019.

Liquidity and Capital Resources

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

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

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

Working Capital

At March 28, 2020, the Company had working capital of $986.1 million, which increased $445.8 million from December 28, 2019, and increased $219.0 million from March 30, 2019.  The shifts in working capital were attributable to changes in the following components of current assets and current liabilities (in millions):

	March 28, 2020		December 28, 2019		Variance		March 30, 2019		Variance
Current assets:
Cash and cash equivalents	$	461.4	$	84.2	$	377.2	$	102.2	$	359.2
Inventories	1,905.9		1,602.8		303.1		1,881.3		24.6
Prepaid expenses and other current assets	112.9		100.9		12.0		90.7		22.2
Income taxes receivable	—		—		—		4.9		(4.9)
Total current assets	2,480.2		1,787.9		692.3		2,079.1		401.1
Current liabilities:
Accounts payable	887.9		643.0		244.9		785.1		102.8
Accrued employee compensation	31.1		39.8		(8.7)		28.7		2.4
Other accrued expenses	234.5		247.7		(13.2)		204.8		29.7
Current portion of long-term debt	30.0		30.0		—		21.3		8.7
Current portion of finance lease liabilities	4.2		4.0		0.2		3.7		0.5
Current portion of operating lease liabilities	281.6		277.1		4.5		260.4		21.2
Income taxes payable	24.8		6.0		18.8		8.0		16.8
Total current liabilities	1,494.1		1,247.6		246.5		1,312.0		182.1
Working capital	$	986.1	$	540.3	$	445.8	$	767.1	$	219.0

In comparison to December 28, 2019, working capital as of March 28, 2020, was impacted most significantly by changes in cash and cash equivalents, inventories, and accounts payable.

•The increase in cash and cash equivalents was driven principally by an increase in borrowings, net of repayments, under our debt facilities as we sought to strengthen liquidity and preserve cash while navigating the COVID-19 pandemic.

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•The increase in inventories and accounts payable resulted primarily from the purchase of additional inventory as part of normal seasonal patterns to support the spring selling season and, to a lesser extent, to support new store growth.

In comparison to March 30, 2019, working capital as of March 28, 2020, was impacted most significantly by changes in cash and cash equivalents and accounts payable.

•The increase in cash and cash equivalents was driven principally by an increase in borrowings, net of repayments, under our debt facilities as we sought to strengthen liquidity and preserve cash while navigating the COVID-19 pandemic. Additionally, the increase in cash and cash equivalents was also attributable to year-over-year improvements in cash provided by operations.

•The increase in accounts payable resulted primarily from the purchase of additional inventory to support new store growth; however, the inventory balance did not increase at the same rate as accounts payable because the average inventory per store decreased slightly year-over-year as a result of strong sales performance in March 2020.

Debt

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

	March 28, 2020		December 28, 2019		March 30, 2019
Senior Notes	$	150.0	$	150.0	$	150.0
Senior Credit Facility:
February 2016 Term Loan	140.0		145.0		155.0
June 2017 Term Loan	85.0		87.5		91.3
March 2020 Term Loan	200.0		—		—
Revolving credit loans	445.0		15.0		232.0
Total outstanding borrowings	1,020.0		397.5		628.3
Less: unamortized debt issuance costs	(0.9)		(1.0)		(1.3)
Total debt	1,019.1		396.5		627.0
Less: current portion of long-term debt	(30.0)		(30.0)		(21.3)
Long-term debt	$	989.1	$	366.5	$	605.7
Outstanding letters of credit	$	39.0	$	32.0	$	35.4

In order to strengthen its liquidity while navigating the COVID-19 pandemic, on April 22, 2020, the Company amended the 2016 Senior Credit Facility to, among other things, increase the option to increase the aggregate principal amount of Revolving Loan Commitments and Incremental Term Loans up to an amount not to exceed $650 million. Simultaneously, the Company entered into an Incremental Term Loan Agreement in the amount of $350 million.

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

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Operating Activities

Operating activities provided net cash of $83.9 million and used net cash of $13.0 million in the first three months of fiscal 2020 and fiscal 2019, respectively.  The $96.9 million increase in net cash provided by operating activities in the first three months of fiscal 2020 compared to the first three months of fiscal 2019 is due to changes in the following operating activities (in millions):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019		Variance
Net income	$	83.8	$	76.8	$	7.0
Depreciation and amortization	51.4		45.8		5.6
Share-based compensation expense	6.9		9.6		(2.7)
Deferred income taxes	1.6		13.5		(11.9)
Inventories and accounts payable	(58.2)		(126.7)		68.5
Prepaid expenses and other current assets	(12.0)		23.8		(35.8)
Accrued expenses	(21.0)		(56.5)		35.5
Income taxes	18.8		5.5		13.3
Other, net	12.6		(4.8)		17.4
Net cash provided by/(used in) operating activities	$	83.9	$	(13.0)	$	96.9

The $96.9 million increase in net cash provided by operating activities in the first three months of fiscal 2020 compared with the first three months of fiscal 2019 resulted principally from the net impact of changes in our operating assets and liabilities which fluctuated due to company growth and the timing of payments.

Investing Activities

Investing activities used net cash of $29.3 million and $28.4 million in the first three months of fiscal 2020 and fiscal 2019, respectively. The $0.9 million increase in net cash used in investing activities primarily reflects an increase in capital expenditures in the first three months of fiscal 2020 compared to fiscal 2019.

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

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
New and relocated stores and stores not yet opened	$	11.9	$	7.3
Information technology	9.0		9.7
Existing stores	6.9		7.5
Corporate and other	1.5		0.1
Distribution center capacity and improvements	0.3		4.2
Total capital expenditures	$	29.6	$	28.8

Spending on existing stores principally reflects routine refresh activity. In the first three months of fiscal 2020, the Company opened 20 new Tractor Supply stores compared to 10 new Tractor Supply stores during the first three months of fiscal 2019. The Company did not open any new Petsense stores during the first three months of fiscal 2020 compared to one new Petsense store during the first three months of fiscal 2019. We continue to execute on our plans of opening approximately 80 new Tractor Supply stores and approximately 10 new Petsense stores during fiscal 2020, but the timing of new store openings in some areas may be delayed as a result of the COVID-19 pandemic, including local and state orders.

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The spending on information technology represents continued support of our store growth and our omni-channel initiatives, as well as improvements in security and compliance, enhancements to our customer relationship management program, and other strategic initiatives. As we continue throughout fiscal 2020, we intend to prioritize our information technology capital expenditures to accelerate initiatives to enhance safety and convenience for customers, including initiatives such as Buy Online, Pickup In Store; Buy Online, Deliver from Store; Contactless Curbside Pickup; Contactless Payment capabilities; and additional Mobile POS devices in all stores.

Spending for distribution center capacity and improvements was higher in the first fiscal quarter of 2019 due to the construction of our new northeast distribution center in Frankfort, New York, which began shipping merchandise to our stores in the first quarter of fiscal 2019.

Financing Activities

Financing activities provided net cash of $322.6 million and $57.4 million in the first three months of fiscal 2020 and fiscal 2019, respectively. The $265.2 million change in net cash provided by financing activities in the first three months of fiscal 2020 compared to the first three months of fiscal 2019 is due to changes in the following (in millions):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019		Variance
Net borrowings and repayments under debt facilities	$	622.5	$	219.5	$	403.0
Repurchase of common stock	(263.2)		(155.3)		(107.9)
Net proceeds from issuance of common stock	10.6		34.7		(24.1)
Cash dividends paid to stockholders	(40.8)		(37.6)		(3.2)
Other, net	(6.5)		(3.9)		(2.6)
Net cash provided by financing activities	$	322.6	$	57.4	$	265.2

The $265.2 million change in net cash provided by financing activities in the first three months of fiscal 2020 compared with the first three months of fiscal 2019 is due to an increase in net borrowings under debt facilities which included the addition of a $200 million term loan. This was partially offset by an increase in the repurchase of common stock. However, we have suspended our share repurchase program effective March 12, 2020, in order to strengthen our liquidity and preserve cash while navigating the COVID-19 pandemic.

Dividends

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

Date Declared	Dividend Amount Per Share of Common Stock		Record Date	Date Paid
February 5, 2020	$	0.35	February 24, 2020	March 10, 2020
February 6, 2019	$	0.31	February 25, 2019	March 12, 2019

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

On May 6, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.35 per share of the Company’s outstanding common stock.  The dividend will be paid on June 9, 2020, to stockholders of record as of the close of business on May 26, 2020.

Share Repurchase Program

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program up to $4.5 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The repurchases may be made from

Page 23

time to time on the open market or in privately negotiated transactions.  The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions.  Repurchased shares are accounted for at cost and will be held in treasury for future issuance.  The program may be limited or terminated at any time without prior notice. As of March 28, 2020, the Company had remaining authorization under the share repurchase program of $1.22 billion, exclusive of any fees, commissions, or other expenses.

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

The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months ended March 28, 2020 and March 30, 2019, respectively (in thousands, except per share amounts):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Total number of shares repurchased	2,853		1,724
Average price paid per share	$	92.28	$	90.09
Total cash paid for share repurchases	$	263,219	$	155,319

Off-Balance Sheet Arrangements

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

Significant Contractual Obligations and Commercial Commitments

At March 28, 2020, there were no material commitments related to real estate or construction projects extending greater than twelve months.

At March 28, 2020, there were $39.0 million of outstanding letters of credit under the 2016 Senior Credit Facility.

Significant Accounting Policies and Estimates

Management’s discussion and analysis of the Company’s financial position and results of operations are based upon its Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make informed estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  The Company’s significant accounting policies, including areas of critical management judgments and estimates, have primary impact on the following financial statement areas:

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

See the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, for a discussion of the Company’s critical accounting policies.  The Company’s financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies.  In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

New Accounting Pronouncements 

Refer to Note 12 to the Condensed Consolidated Financial Statements for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of March 28, 2020.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are exposed to interest rate changes, primarily as a result of borrowings under our 2016 Senior Credit Facility (as discussed in Note 5 to the Condensed Consolidated Financial Statements) which bear interest based on variable rates.

As discussed in Note 6 to the Condensed Consolidated Financial Statements, we entered into interest rate swap agreements which are intended to mitigate interest rate risk associated with future changes in interest rates for the term loan borrowings under the 2016 Senior Credit Facility. As a result of these interest rate swaps, our exposure to interest rate volatility is minimized. The interest rate swap agreements have been executed for risk management purposes and are not held for trading purposes.

A 1% change in interest rates on our variable rate debt in excess of that amount covered by the interest rate swaps would have affected interest expense by approximately $0.5 million and $0.4 million for the three months ended March 28, 2020 and March 30, 2019, respectively.

Purchase Price Volatility

Although we cannot determine the full effect of inflation and deflation on our operations, we believe our sales and results of operations are affected by both.  We are subject to market risk with respect to the pricing of certain products and services, which include, among other items, grain, corn, steel, petroleum, cotton, and other commodities, as well as transportation services.  Therefore, we may experience both inflationary and deflationary pressure on product cost, which may impact consumer demand and, as a result, sales and gross margin. Our strategy is to reduce or mitigate the effects of purchase price volatility principally by taking advantage of vendor incentive programs, growing economies of scale from increased volume of purchases, adjusting retail prices and selectively buying from the most competitive vendors without sacrificing quality.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) as of March 28, 2020.  Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 28, 2020, our disclosure controls and procedures were effective.

Internal Control over Financial Reporting

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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

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Item 1A.  Risk Factors

There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, except for the updates set forth below regarding the impacts of the COVID-19 coronavirus pandemic.

The COVID-19 coronavirus pandemic could have a material negative effect on our results of operations, cash flows, financial position, and business operations.

The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations.

We are unable to predict the impact that COVID-19 will have on our results of operations, cash flows, financial position, and business operations due to numerous uncertainties. These uncertainties include, but are not limited to: the severity of the virus; the duration of the pandemic; governmental actions which include restrictions on our operations up to and including potential closure of our stores and distribution centers; the duration and degree of quarantine or shelter-in-place measures, including additional measures that may still occur; impacts on our supply chain which include suppliers of our products and our transportation vendors; the health of our workforce and our ability to maintain staffing needs to operate our business; how macroeconomic factors evolve including unemployment rates and recessionary pressures; the impact of the crisis on consumer shopping patterns, both during and after the crisis; volatility in the economy as well as the credit and financial markets during and after the pandemic; the incremental costs of doing business during the crisis as well as on a long-term basis; potential increases in insurance premiums, medical claims costs, and workers' compensation claim costs; unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; potential delays in growth initiatives including the timing of new store openings; potential adverse effects on our internal control environment and information security as a result of changes to a remote work environment; and the long-term impact of the crisis on our business.

In addition, we cannot predict the impact that the pandemic will have on our manufacturers and suppliers of our products and other business partners such as service vendors; however, any material effect on these parties could adversely impact our results of operations and our ability to operate our business effectively.

The COVID-19 coronavirus pandemic could have a material negative effect on our supply chain.

Circumstances surrounding and related to the COVID-19 pandemic have created unprecedented impacts on the global supply chain. Our business relies on an efficient and effective supply chain, including the manufacture and transportation of our products as well as the effective functioning of our distribution centers. Impacts related to the COVID-19 pandemic are placing strain on the domestic and international supply chain that could negatively affect the flow or availability of our products and result in higher out-of-stock inventory positions due to difficulties in timely obtaining product from the manufacturers and suppliers of our products as well as transportation of those products to our distribution centers and stores. Further, we may have to source products from different manufacturers or geographic locations which could result in, among other things, higher product costs, increased transportation costs, delays in receiving products or lower quality of the products.

Additionally, the operation of our distribution centers is crucial to our business operations. If our distribution centers experience closures or worker shortages, whether temporary or sustained, we could sustain significant adverse impacts related to the flow or availability of products to our stores and customers.

Any of these circumstances could adversely affect our ability to deliver inventory in a timely manner, which could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation.

Economic impacts stemming from the COVID-19 coronavirus pandemic could significantly impact our financial position, including liquidity, capital allocation, and access to capital markets for additional funds to operate our business.

In an effort to strengthen our liquidity and preserve cash while navigating the COVID-19 pandemic, we have taken preemptive actions, including incremental borrowings under our debt facilities and suspension of our share repurchase program.

The increased debt levels will increase our interest expense costs and could place us at higher risk of default or limit our future financial flexibility. Further, the financial and credit markets have and may continue to experience significant volatility and turmoil. Whether due to our increased debt levels or to ongoing changes in the financial and credit markets, our ability to access capital on favorable terms and continue to meet our liquidity needs could be adversely affected.

Page 26

Additionally, changes in our capital allocation strategy could have significant adverse impacts, both short- and long-term, on our business, results of operations, and financial position. Changes in our share repurchase program will impact our earnings per share which in turn could adversely impact our common stock price. While not contemplated at this time, any potential suspension or reduction in our dividend declaration could have an adverse impact on investor perception and our common stock price.

Actions taken to protect the health and safety of our team members and customers during the COVID-19 coronavirus pandemic have increased our operating costs and may not be sufficient to protect against operational or reputational harm to our business.

In response to the COVID-19 pandemic, we have taken a number of actions across our business to help protect our team members, customers, and others in the communities we serve. These new measures include personal protective equipment for our team members, increased staffing in order to provide contact-free curbside pickup from stores, delivery to customer homes, increased cleaning and sanitizing measures, and monitoring for "social distancing" directives, as well as additional cleaning materials in our facilities. Actions such as these have resulted in significant incremental costs and we expect that we will continue to incur heightened costs for the foreseeable future, which in turn will have an adverse impact on our results of operations.

The health and safety concerns of our team members and customers are of primary concern to our management team. However, due to the unpredictable nature of this virus and the consequences of our actions, we may see unexpected outcomes to our added safety measures. For instance, if we do not respond appropriately to the pandemic, or if our customers do not participate in "social distancing" and other safety measures, the well-being of our team members and customers could be jeopardized. Furthermore, any failure to appropriately respond, or the perception of an inadequate response, could cause reputational harm to our brand and subject us to claims and litigation from team members, customers and service providers.

Additionally, an outbreak of confirmed cases of COVID-19 in our stores or distribution centers could result in temporary or sustained workforce shortages or facility closures which would negatively impact our underlying business and results of operations.

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

Issuer Purchases of Equity Securities

Stock repurchase activity during the first quarter of fiscal 2020 was as follows:

Period		Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
December 29, 2019 - January 25, 2020		906,687	$	91.78	906,687	$	1,403,560,639
January 26, 2020 - February 22, 2020	(a)	1,012,885	95.69		955,832	1,312,060,383
February 23, 2020 - March 28, 2020		990,000	89.38		990,000	1,223,586,890
Total		2,909,572	$	92.33	2,852,519	$	1,223,586,890

(a) The number of shares purchased and average price paid per share includes 57,053 shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements for the period of January 26, 2020 - February 22, 2020.

Share repurchases were made pursuant to the share repurchase program described under Part I Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations. We expect to implement the balance of the repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with regulations of the SEC and other applicable legal requirements.

Item 3.  Defaults Upon Senior Securities

None.

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Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Page 28

Item 6.  Exhibits

Exhibit

3.1*  Fifth Amended and Restated By-laws, as amended

10.1  Incremental Term Loan Agreement, dated as of March 12, 2020, by and among Tractor Supply Company, as Borrower, certain subsidiaries of the Company, and Wells Fargo Bank, National Association, as Administrative Agent and Lender (filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on March 18, 2020, Commission File No. 000-23314, and incorporated herein by reference.

10.2  Second Amendment to Credit Agreement, dated April 22, 2020, by and among the Company, as Borrower, certain subsidiaries of the Company, certain lenders, and Wells Fargo Bank, National Association, as Administrative Agent and Lender (filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on April 23, 2020, Commission File No. 000-23314, and incorporated herein by reference).

10.3  Incremental Term Loan Agreement, dated as of April 22, 2020, by and among the Company, as Borrower, certain subsidiaries of the Company, and Wells Fargo Bank, National Association, as Administrative Agent and Lender (filed as Exhibit 10.2 to Current Report on Form 8-K, filed with the Commission on April 23, 2020, Commission File No. 000-23314, and incorporated herein by reference).

10.4  Change in Control Agreement, dated February 12, 2020, by and between Tractor Supply Company and each of Colin Yankee and Christi Korzekwa (filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on February 13, 2020, Commission File No. 00-23314, and incorporated herein by reference).+

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

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

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

101.INS  XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

104*  The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, formatted in Inline XBRL (included in Exhibit 101).

*  Filed herewith

+ Management contract or compensatory plan or arrangement

Page 29

SIGNATURE

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

			TRACTOR SUPPLY COMPANY
Date:	May 7, 2020	By:	/s/ Kurt D. Barton
			Kurt D. Barton
			Executive Vice President - Chief Financial Officer and Treasurer
			(Duly Authorized Officer and Principal Financial Officer)

Page 30

EX-3.1

Exhibit 3.1

TRACTOR SUPPLY COMPANY

A Delaware Corporation

FIFTH AMENDED AND RESTATED BY-LAWS

(as amended on March 19, 2020)

ARTICLE I.

Meetings of Stockholders

Section 1.1 Annual Meeting.

(a)Time and Place. The annual meeting of the stockholders of the Corporation for the election of directors and the transaction of such other business as may properly come before such meeting shall be held each year on such date and at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors.

(b)Business to be Conducted. At an annual meeting of the stockholders, only such business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Sections 1.1(c) and 1.2 of these Fifth Amended and Restated By-laws (the “By-laws”)) shall be conducted as shall have been properly brought before the meeting and shall be a proper subject for stockholder action. To be properly brought before an annual meeting, business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have been a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, such beneficial owner must have been the beneficial owner of shares of the Corporation) at the time of giving the notice provided for in this paragraph (b) and at the time of the meeting, must be entitled to vote at such annual meeting and must have given timely notice thereof in writing to the Secretary of the Corporation in compliance with this paragraph (b). For the avoidance of doubt, the foregoing clause of this paragraph (b) shall be the exclusive means for a stockholder to propose such business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “1934 Act”), and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) nor more than one hundred twenty (120) calendar days in advance of the anniversary date of the previous year’s annual meeting of stockholders; provided,however, that in the event that no annual meeting was held in the previous year or the date of the current year’s annual meeting shall have been changed by more than thirty (30) days from the anniversary date of the previous year’s annual meeting of stockholders, to be timely notice by the stockholder must be so received by the Corporation not later than the later of (i) the ninetieth day prior to such current year’s annual meeting or (ii) the tenth day following (1) the day on which the notice containing the date of the current year’s

Exhibit 3.1

annual meeting is provided by the Corporation or (2) public disclosure of the current year’s annual meeting date was made, whichever first occurs; provided further, however, that any such notice which is received later than the fifth business day prior to the meeting may be disregarded. In no event shall any adjournment, deferral or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper written form, a stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (A) a brief description of the business desired to be brought before the annual meeting (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Certificate of Incorporation or these By-laws, the specific language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and the name and address of any Stockholder Associated Person (as defined below) covered by clauses (C), (D) or (E) below and a description in reasonable detail of any interest of the stockholder proposing such business or any Stockholder Associated Person thereof in such business, (C) the class and number of shares of the capital stock of the Corporation which are directly or indirectly held of record or are beneficially owned by such stockholder or by any Stockholder Associated Person and the date(s) on which such stock was acquired, (D) a description of (i) any economic interest in or any other right with respect to (including from a third party) any securities of the Corporation (or any rights, options or other securities convertible into or exercisable or exchangeable for, or any obligations measured by the price or value of, in whole or in part, any securities of the Corporation, including, without limitation, any swaps or other derivative arrangements), any short interest in any securities of the Corporation, or any other economic interest in or any other rights with respect to debt of the Corporation, held by such stockholder and any Stockholder Associated Person, and (ii) any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power of such stockholder or any Stockholder Associated Person with respect to the capital stock of the Corporation, (E) a description of all arrangements, agreements, proxies or understandings between such stockholder or any Stockholder Associated Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder or any Stockholder Associated Person in such business, (F) any other information related to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the 1934 Act and (G) a representation as to (i) whether such stockholder intends to appear in person or by proxy at the meeting to propose the business described in its notice and (ii) whether such stockholder or any Stockholder Associated Person intends to solicit, directly or indirectly, a proxy from holders of at least the percentage of the Corporation’s outstanding shares required to approve the proposal or otherwise to solicit proxies from stockholders in support of the proposal. Any stockholder who submits a notice pursuant to this paragraph (b) shall also provide to the Corporation such additional information that the Corporation may reasonably request from time to time regarding such stockholder and any Stockholder Associated Person and/or the business that such stockholder proposes to bring before the meeting. In addition, any stockholder who submits a notice pursuant to this paragraph (b) is required to update and supplement the information disclosed in such notice, if necessary in accordance with Section 1.1(e).

Exhibit 3.1

Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Except for proposals properly made in accordance with Rule 14a-8 under the 1934 Act and included in the notice of meeting given by or at the direction of the Board of Directors, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). If any information submitted pursuant to this paragraph (b) is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with this paragraph (b). The presiding person at the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c)Nomination of Directors. Except as set forth in Section 1.2, nominations of persons for election to the Board of Directors of the Corporation may be made at an annual meeting of stockholders (i) by or at the direction of the Board of Directors or (ii) by any stockholder that is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) at the time of giving the notice provided for in this paragraph (c), that is entitled to vote at such annual meeting and that has given timely notice thereof in writing to the Secretary of the Corporation in compliance with this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors or those made pursuant to Section 1.2, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in compliance with this paragraph (c). To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) nor more than one hundred twenty (120)calendar days in advance of the anniversary date of the previous year’s annual meeting of stockholders; provided,however, that in the event that no annual meeting was held in the previous year or the date of the current year’s annual meeting shall have been changed by more than thirty (30) days from the anniversary date of the previous year’s annual meeting, to be timely notice by the stockholder must be so received by the Corporation not later than the later of (i) the ninetieth day prior to such current year’s annual meeting or (ii) the tenth day following (1) the day on which the notice containing the date of the current year’s annual meeting is provided by the Corporation or (2) public disclosure of the current year’s annual meeting date was made, whichever first occurs; provided further, however, that any such notice which is received later than the fifth business day prior to the meeting may be disregarded. In no event shall any adjournment, deferral or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as provided above.

To be in proper written form, such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation which are directly or indirectly held of record or are beneficially owned by such

Exhibit 3.1

person and the date(s) on which such stock was acquired, (D) a description of all arrangements, agreements, proxies or understandings between the stockholder and each such nominee and any other person or persons (naming such person or persons) pursuant to which such nominations are to be made by the stockholder, (E) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder or any Stockholder Associated Person of such stockholder, on the one hand, and each proposed nominee, or his or her associates, on the other hand, (F) any other information relating to such nominee that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including, without limitation, such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected), and (G) a written representation by the nominee that such nominee currently intends to serve the full term for which such nominee would be standing for election, if elected; and (ii) as to the stockholder giving such notice, (A) the name and address, as they appear on the Corporation’s books, of such stockholder and the name and address of any Stockholder Associated Person (as defined below) covered by clauses (B), (C) or (D) below, (B) the class and number of shares of the capital stock of the Corporation which are directly or indirectly held of record or are beneficially owned by such stockholder or by any Stockholder Associated Person and the date(s) on which such stock was acquired, (C) a description of (i) any economic interest in or any other right with respect to (including from a third party) any securities of the Corporation (or any rights, options or other securities convertible into or exercisable or exchangeable for, or any obligations measured by the price or value of, in whole or in part, any securities of the Corporation, including, without limitation, any swaps or other derivative arrangements), any short interest in any securities of the Corporation, or any other economic interests or any other rights with respect to debt of the Corporation, held by such stockholder and any Stockholder Associated Person, and (ii) any other agreement, arrangement, or understanding, the effect or intent of which is to increase or decrease the voting power of such stockholder or any Stockholder Associated Person with respect to the capital stock of the Corporation, (D) a description of all arrangements, agreements, proxies or understandings between such stockholder or any Stockholder Associated Person and any other person or entity (including their names) in connection with the nomination of any person as a director of the Corporation and any material relationships, within the last three (3) years, between the nominee and his or her affiliates and such stockholder or any Stockholder Associated Person, (E) any other information related to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the 1934 Act) and (F) a representation as to (i) whether such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (ii) whether such stockholder or any Stockholder Associated Person intends to solicit, directly or indirectly, a proxy from holders of at least the percentage of the Corporation’s outstanding shares required to elect the proposed nominee(s) included in its notice or otherwise to solicit proxies from stockholders in support of the proposed nominee(s).

In addition, to be eligible to be a nominee pursuant to this Section 1.1 or Section 1.2, a person must deliver (in the case of a nominee pursuant to this Section 1.1, in accordance with the time periods prescribed for delivery of notice under Section 1.1 of Article I, or, in the case of a

Exhibit 3.1

nominee pursuant to Section 1.2, in accordance with the time periods prescribed for delivery of a Nomination Notice under Section 1.2 of Article I), the following to the Secretary at the principal executive offices of the Corporation (collectively, the “Nominee Information”):

(i) a fully completed and signed written questionnaire with respect to the background and qualifications of such nominee (which questionnaire shall be provided by the Secretary of the Corporation upon written request); and

(ii) a written representation and agreement (in the form provided by the Secretary of the Corporation upon written request) that such nominee (1) acknowledges the Corporation’s policy on director resignations following such person’s failure to receive the required vote for re-election at any future meeting at which such person would face re-election, as set forth in these By-Laws and the Corporation’s Corporate Governance Guidelines, (2) is not and will not become a party to (w) any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with such person’s nomination or candidacy for director that has not been disclosed to the Corporation, (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question as a director (a “Voting Commitment”) that has not been disclosed to the Corporation, (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable Legal Requirements, or (z) any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and (3) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected or re-elected as a director of the Corporation, and intends to comply, with the Corporation’s By-Laws, Corporate Governance Guidelines, Code of Conduct, and any other publicly available Corporation policies and guidelines applicable to directors of the Corporation.

In addition to the information set forth above, any stockholder making a nomination pursuant to this Section 1.1 shall provide to the Corporation such additional information that the Corporation may reasonably request from time to time regarding such stockholder, any Stockholder Associated Person thereof or the nominee, including such information to determine the eligibility or qualifications of the nominee to serve as a director or an independent director or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of the nominee to serve as a director of the Corporation. In addition, any stockholder who submits a notice pursuant to this paragraph (c) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 1.1(e). At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation all such information that is required to be set forth in the stockholder’s notice of nomination which pertains to such nominee. Except as set forth in Section 1.2, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph (c). If any information submitted pursuant to this paragraph (c) by any stockholder proposing one or more nominees for election as a director at a meeting of

Exhibit 3.1

stockholders is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with this paragraph (c). The presiding person at the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these By-laws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

(d)Definitions. As used in these By-laws, the term (x) “Stockholder Associated Person” means, with respect to any stockholder, (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person controlling, controlled by or under common control with any stockholder, or any Stockholder Associated Person identified in clauses (i) or (ii) above, and (y) the term “Legal Requirements” means any state, federal or other laws or other legal requirements, including the rules, regulations and listing standards of any securities exchange(s) on which the Corporation’s securities are listed (each, a “Stock Exchange”).

(e)Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business or nomination for election pursuant this Section 1.1 or Section 1.3, or a nomination for election pursuant to Section 1.2 of the By-laws, is required to update and supplement the information disclosed in such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is ten (10) business days prior to such meeting of the stockholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of stockholders or any adjournment or postponement thereof).

Section 1.2 Stockholder Nominations Included in the Corporation’s Proxy Materials.

(a)Inclusion of Nominees in Proxy Statement.

(i)Subject to the provisions of this Section 1.2, if expressly requested in the relevant Nomination Notice (as defined below), the Corporation shall include in its proxy statement and form of proxy card (the “Proxy Materials”) for any annual meeting of stockholders (following the 2016 annual meeting of stockholders) the name of, and the Required Information (as defined below) relating to, any person nominated for election to the Board of Directors (a “Proxy Access Nominee”) by an Eligible Proxy Access Stockholder (as defined below) that has satisfied the requirements of this Section 1.2 as determined by the Board of Directors.

(ii)For purposes of this Section 1.2, the “Required Information” that the Corporation will include in its Proxy Materials is:

Exhibit 3.1

A.any information about the Proxy Access Nominee and the Eligible Proxy Access Stockholder that is required to be disclosed in the Proxy Materials by the rules of the Securities and Exchange Commission (the “SEC”) or other applicable Legal Requirements; and

B.any statement included by the Eligible Proxy Access Stockholder in the Nomination Notice for inclusion in the proxy statement in support of the Proxy Access Nominee’s election to the Board of Directors (subject to, without limitation, Section 1.2(e)(ii) of Article I), if such statement does not exceed 500 words (the “Supporting Statement”).

(iii)The Corporation may also include in the Proxy Materials any other information that the Corporation or the Board of Directors determines, in their discretion, to include in the Proxy Materials relating to the nomination of any Proxy Access Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 1.2 and any solicitation materials or related information with respect to a Proxy Access Nominee.

(iv)For purposes of this Section 1.2, any determination to be made by the Board of Directors may be made by the Board of Directors, a committee of the Board of Directors or any officer of the Corporation designated by the Board of Directors or a committee of the Board of Directors, and any such determination shall be final and binding on the Corporation, any Eligible Proxy Access Stockholder, any Proxy Access Nominee and any other person so long as made in good faith (without any further requirements).

This Section 1.2 provides the exclusive method for stockholders to include nominees for director in the Corporation’s Proxy Materials with respect to any meeting of stockholders.

(b)Number of Nominees.

(i)The Corporation shall not be required to include in the Proxy Materials for an annual meeting of stockholders more Proxy Access Nominees than that number constituting the greater of (x) 20% of the total number of directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 1.2 (rounded down to the nearest whole number) and (y) two nominees (the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by (1) any Proxy Access Nominees who the Board of Directors itself decides to nominate for election at such annual meeting, (2) subject to the following sentence, any Proxy Access Nominees who cease to satisfy the eligibility requirements in this Section 1.2, as determined by the Board of Directors, (3) any Proxy Access Nominee whose nomination is withdrawn by the Eligible Proxy Access Stockholder or who becomes unwilling to serve on the Board of Directors, and (4) the number of incumbent directors who had been Proxy Access Nominees with respect to any of the preceding two annual meetings of stockholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors. In the event that the Board of Directors determines prior to the publicly disclosed record date for an annual meeting that a Proxy Access Nominee to be included in its Proxy Materials has ceased to satisfy the eligibility requirements of this Section 1.2, the Board of Directors shall include in its Proxy Materials a substitute Proxy Access Nominee, if any, but only

Exhibit 3.1

if such Proxy Access Nominee was nominated in accordance with this Section 1.2 (including Section 1.2(d)) and otherwise meets all the other requirements of this Section 1.2. In no event shall the ineligibility of a proposed Proxy Access Nominee commence a new time period or extend any time period set forth herein. In the event that one or more vacancies for any reason occurs on the Board of Directors after the deadline for submitting a Nomination Notice as set forth in Section 1.2(d) of Article I below but before the date of the annual meeting, and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced.

(ii)If the number of Proxy Access Nominees pursuant to this Section 1.2 for any annual meeting of stockholders exceeds the Maximum Number then, promptly upon notice from the Corporation, each Eligible Proxy Access Stockholder will select one Proxy Access Nominee for inclusion in the Proxy Materials until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position held by each Eligible Proxy Access Stockholder as disclosed in such Eligible Proxy Access Stockholder’s Nomination Notice, with the process repeated if the Maximum Number is not reached after each Eligible Proxy Access Stockholder has selected one Proxy Access Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 1.2(d) of this Article I, an Eligible Proxy Access Stockholder or a Proxy Access Nominee ceases to satisfy the eligibility requirements in this Section 1.2, as determined by the Board of Directors, an Eligible Proxy Access Stockholder withdraws its nomination or a Proxy Access Nominee becomes unwilling to serve on the Board of Directors, whether before or after the mailing or other distribution of the Proxy Materials, then the nomination shall be disregarded, and the Corporation (1) shall not be required to include in its Proxy Materials the disregarded Proxy Access Nominee (or any successor or replacement nominee) and (2) may otherwise communicate to its stockholders, including, without limitation, by amending or supplementing its Proxy Materials, that the disregarded Proxy Access Nominee will not be included as a nominee in the Proxy Materials and will not be voted on at the annual meeting.

(c)Eligible Proxy Access Stockholder.

(i)For purposes of this Section 1.2, an “Eligible Proxy Access Stockholder” is one or more stockholders who own and have owned continuously for at least three (3) years as of the date the Nomination Notice is received by the Corporation three percent (3%) or more of the outstanding shares of common stock of the Corporation (the “Required Shares”) and who continue to own the Required Shares through the date of the annual meeting. For purposes of determining the number of outstanding shares of common stock of the Corporation for purposes of this calculation, such amount will be determined as set forth in the most recent filing of the Corporation with the SEC setting forth such amount.

(ii)For purposes of satisfying the ownership requirement under Section 1.2 (c)(i):

A.the outstanding shares of common stock of the Corporation owned by one or more stockholders may be aggregated, provided that the number of

Exhibit 3.1

stockholders whose ownership of shares of the Corporation is aggregated for such purpose shall not exceed 20, and

B.two or more funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall, in each case, be treated as one stockholder if such Eligible Proxy Access Stockholder shall provide as part of the Nomination Notice documentation reasonably satisfactory to the Corporation that demonstrates that the funds meet the criteria set forth in (x), (y) or (z) hereof.

(iii)Except as otherwise provided in this Section 1.2, whenever an Eligible Proxy Access Stockholder consists of a group of stockholders, any and all requirements and obligations for an Eligible Proxy Access Stockholder set forth in this Section 1.2 must be satisfied by and as to each stockholder. No shares may be attributed to more than one Eligible Proxy Access Stockholder, and no stockholder may be a member of more than one group constituting an Eligible Proxy Access Stockholder under this Section 1.2.

(iv)For purposes of this Section 1.2, a stockholder shall be deemed to “own” only those outstanding shares of the Corporation as to which such stockholder possesses both:

A.the full voting and investment rights pertaining to the shares; and

B.the full economic interest in (including the opportunity for profit and risk of loss on) such shares;

provided that the number of shares calculated in accordance with clauses A and B above shall not include any shares (1) purchased or sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (2) sold short by such stockholder, (3) borrowed by such stockholder or any of its affiliates for any purpose or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (4) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such stockholder’s or any of its affiliates’ full right to vote or direct the voting of any such shares and/or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such stockholder or any of its affiliates.

A stockholder “owns” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has

Exhibit 3.1

delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the stockholder. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has loaned such shares provided that the stockholder has the power to recall such loaned shares on five (5) business days’ notice. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Corporation are “owned” for purposes of this Section 1.2 shall be determined by the Board of Directors.

(v)Within the time period specified in Section 1.2(d) for giving a Nomination Notice, the Eligible Proxy Access Stockholder shall deliver to the Secretary of the Corporation one or more written statements from the record holder of the shares or one or more intermediaries through which the shares are or have been held verifying that, as of the date the Nomination Notice is received by the Corporation, the Eligible Proxy Access Stockholder owns, and has owned continuously for the preceding three (3) years, the Required Shares.

(d)Nomination Notice. To nominate a Proxy Access Nominee, the Eligible Proxy Access Stockholder must, no earlier than 150 days and no later than 120 days before the anniversary of the date that the Corporation provided or made available to stockholders its definitive proxy statement for the preceding year’s annual meeting of stockholders, submit to the Secretary of the Corporation at the principal executive office of the Corporation all of the following information and documents (collectively, the “Nomination Notice”); provided,however, that if (and only if) the current year’s annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date, the Nomination Notice shall be given in the manner provided herein by the later of the date that is 180 days prior to the current year’s annual meeting or the 10th day following the date the current year’s annual meeting is first publicly announced or disclosed:

(i)a copy of the Schedule 14N (or any successor form) relating to each Proxy Access Nominee that has been filed with the SEC under Rule 14a-18 of the Exchange Act (or any successor rule);

(ii)the written consent of each Proxy Access Nominee to be named in the Corporation’s Proxy Materials as a nominee and to serve as a director of the Corporation, if elected;

(iii)a written notice and agreement, in a form deemed satisfactory by the Board of Directors, that includes the following additional information, agreements and representations of the Eligible Proxy Access Stockholder (or, in the case of a group, each stockholder whose shares are aggregated for purposes of constituting an Eligible Proxy Access Stockholder):

A.all information that would be required to be included in a stockholder notice nominating director candidates pursuant to Section 1.1(c) of Article I (excluding a representation regarding whether the Eligible Proxy Access Stockholder intends to solicit, directly or indirectly, proxies from the Corporation’s stockholders in support of the proposed nominee);

Exhibit 3.1

B.the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;

C.a representation that the Eligible Proxy Access Stockholder acquired the securities of the Corporation in the ordinary course of business and did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation;

D.a representation that each Proxy Access Nominee’s candidacy and, if elected, Board membership, would not violate applicable Legal Requirements;

E.a representation that each Proxy Access Nominee:

(1) qualifies as independent under the listing standards of any Stock Exchange, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors;

(2) is a “non-employee director” for the purposes of Rule 16b-3 under the 1934Act(or any successor rule);

(3) is an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); and

(4) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor item) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Proxy Access Nominee;

F.a representation that the Eligible Proxy Access Stockholder satisfies the eligibility requirements set forth in Section 1.2(c) of Article I, along with all information necessary to verify evidence of ownership as provided under Section 1.2(c) of Article I;

G.a representation that the Eligible Proxy Access Stockholder intends to continue to satisfy the eligibility requirements described in Section 1.2(c) of Article I through the date of the annual meeting and indicating whether or not the Eligible Proxy Access Stockholder intends to continue to own the Required Shares for at least one year following the annual meeting;

H.details of any position of a Proxy Access Nominee as an officer or director of any competitor (that is, any entity that provides services that compete with or are alternatives to the goods or services provided by the Corporation or its affiliates) of the Corporation, within the three years preceding the submission of the Nomination Notice;

Exhibit 3.1

I.a representation that the Eligible Proxy Access Stockholder will not engage in a “solicitation” within the meaning of Rule 14a-1(l) (without reference to the exception in Section 14a-1(l)(2)(iv)) (or any successor rule) with respect to the annual meeting, other than with respect to a Proxy Access Nominee or any nominee of the Board;

J.a representation that the Eligible Proxy Access Stockholder will not use any proxy card other than the Corporation’s proxy card in soliciting stockholders in connection with the election of a Proxy Access Nominee at the annual meeting;

K.if desired, a Supporting Statement;

L.in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination;

M.an undertaking pursuant to which the Eligible Proxy Access Stockholder agrees:

(1) to comply with all applicable Legal Requirements in connection with the nomination, solicitation and election;

(2) to file any written solicitation or other communication with the Corporation’s stockholders relating to one or more of the Corporation’s directors or director nominees or any Proxy Access Nominee with the SEC, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation;

(3) to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Eligible Proxy Access Stockholder or any of its Proxy Access Nominees with the Corporation, its stockholders or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice; and

(4) to indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Proxy Access Stockholder pursuant to this Section 1.2 or any solicitation or other activity in connection with its efforts to elect the Proxy Access Nominee(s).

The information and documents required by this Section 1.2(d) to be provided by the Eligible Proxy Access Stockholder shall be (i) provided with respect to and executed by each group member, in the case of information applicable to group members, and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Eligible Proxy Access Stockholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the

Exhibit 3.1

information and documents referred to in this Section 1.2(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to the Secretary of the Corporation. Each Eligible Proxy Access Stockholder shall also promptly provide to the Corporation such other information related to such Eligible Proxy Access Stockholder and/or the Proxy Access Nominee as may be reasonably requested by the Corporation at any time prior to the annual meeting, including such information to determine the eligibility or qualifications of the Proxy Access Nominee to serve as a director or an independent director or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of the Proxy Access Nominee to serve as a director of the Corporation.

An Eligible Proxy Access Stockholder (or the designated lead group member) providing notice of a nomination pursuant to this Section 1.2 shall further update and supplement the Nomination Notice and any other information required to be provided under this Section 1.2, as set forth in Section 1.1(e) of Article I. For the avoidance of doubt, the requirement to update and supplement such Nomination Notice and information shall not permit any Eligible Proxy Access Stockholder or any other person to change or add any proposed Proxy Access Nominee or be deemed to cure any defects or limit the remedies (including, without limitation, under these By-laws) available to the Corporation related to any defect.

(e)Exceptions.

(i)Notwithstanding anything to the contrary contained in this Section 1.2, the Corporation shall not be required to include a Proxy Access Nominee in the Corporation’s Proxy Materials for any annual meeting of stockholders, and such nomination shall be disregarded and no vote on such Proxy Access Nominee shall occur, if:

A.the Corporation receives a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate one or more persons for election to the Board of Directors at such annual meeting pursuant to the advance notice requirements for stockholder nominees for director set forth in Section 1.1(c) of Article I;

B.the Eligible Proxy Access Stockholder (or the designated lead group member, as applicable) or any Qualified Representative thereof does not appear at the meeting of stockholders to present the nomination with respect to the Proxy Access Nominee submitted pursuant to this Section 1.2;

C.the Proxy Access Nominee becomes unwilling or unable to serve on the Board of Directors or the Eligible Proxy Access Stockholder withdraws its nomination with respect to the Proxy Access Nominee;

D.the Board of Directors determines that the Proxy Access Nominee’s nomination or election to the Board of Directors would result in the Corporation violating or failing to be in compliance with these By-laws or the Certificate of Incorporation or any applicable Legal Requirement, or that the Proxy Access Nominee fails to satisfy any of the criteria set forth in Section 1.2(d)(iii)(E) above;

Exhibit 3.1

E.the Proxy Access Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or

F.the Board of Directors or the chairman of any annual meeting determines that (1) the Eligible Proxy Access Stockholder or the Proxy Access Nominee has failed to continue to satisfy the eligibility requirements described in this Section 1.2 (including any eligibility requirements included in Section 1.1(c) and incorporated by reference into this Section 1.2), (2) any of the information included in the Nomination Notice or otherwise provided to the Corporation by the Eligible Proxy Access Stockholder was untrue in any material respect or omitted to state a material fact necessary in order to make any statements made, in light of the circumstances under which they were made, not misleading, (3) any of the information required to be provided in the Nomination Notice was not provided, or (4) the Eligible Proxy Access Stockholder or Proxy Access Nominee otherwise breaches any applicable obligations set forth in these By-laws, including this Section 1.2.

In addition, any Proxy Access Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but does not receive at least 25% of the votes cast in favor of such Proxy Access Nominee’s election, will be ineligible to be a Proxy Access Nominee pursuant to this Section 1.2 of Article I for the next two annual meetings of stockholders.

(ii)Notwithstanding anything to the contrary contained in this Section 1.2, the Corporation may omit from the Proxy Materials, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Proxy Access Nominee included in the Nomination Notice, if the Board of Directors determines that:

A.such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;

B.such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or

C.the inclusion of such information in the Proxy Materials would otherwise violate the SEC proxy rules or any other applicable Legal Requirements.

Section 1.3 Special Meetings.

(a)Special meetings of the stockholders may be called by the Chairman of the Board, the Chief Executive Officer, the President, or at the request of one or more stockholders who Net Long Beneficially Own, in the aggregate, not less than twenty percent (20%) of the outstanding shares of common stock of the Corporation (the “Minimum Holding”).

(b)Within 30 days of receipt by the Secretary of a written request from stockholders who own the Minimum Holding (a “Special Meeting Request”), it shall be the duty

Exhibit 3.1

of the Board to cause a special meeting of stockholders to be held not later than 90 days after receipt of such Special Meeting Request.

(c)A special meeting requested by stockholders shall be held unless the Special Meeting Request is delivered during the period beginning 90 days prior to the anniversary of the preceding year’s annual meeting of stockholders and ending on the date of the next annual meeting.

(d)In determining whether the Minimum Holding has been achieved, multiple Special Meeting Requests delivered to the Secretary will be considered together if each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the requested special meeting (in each case as determined in good faith by the Board).

(e)The business transacted at any special meeting of shareholders is limited to the purpose or purposes stated in the notice of the meeting given pursuant to this Section 1.3. Notwithstanding anything in these By-laws to the contrary, the Board may submit its own proposal or proposals for consideration at a special meeting. Except in accordance with this Section 1.3, stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders.

(f)A Special Meeting Request must be delivered by hand or by mail or courier service, postage prepaid, to the attention of the Secretary of the Corporation at the principal executive offices of the Corporation.

(g)A Special Meeting Request shall be valid only if it is signed and dated by each stockholder of record submitting the Special Meeting Request and each beneficial owner, if any, on whose behalf the Special Meeting Request is being made, or such stockholder’s or beneficial owner’s duly authorized agent (each, a “Requesting Stockholder”), and includes (A) a statement of the specific purpose(s) of the special meeting and the reasons for conducting such business at the meeting; (B) in the case of any director nominations proposed to be presented at the special meeting, the information required by Section 1.1(c); and (C) in the case of any matter (other than a director nomination) proposed to be conducted at the special meeting, the information required by Section 1.1(b).

(h)The Special Meeting Request must also include (A) an agreement by the Requesting Stockholders to notify the Corporation promptly in the event of any disposition prior to the time of the special meeting of any shares included within any Requesting Stockholder’s Net Long Beneficial Ownership as of the date on which the Special Meeting Request was delivered to the Secretary; (B) an acknowledgement that prior to the special meeting any disposition of shares of the Corporation’s common stock included within any Requesting Stockholder’s Net Long Beneficial Ownership as of the date on which the Special Meeting Request was delivered to the Secretary shall be deemed to be a revocation of such Special Meeting Request with respect to such disposed shares and that any decrease in the Requesting Stockholders’ aggregate Net Long Beneficial Ownership to less than the Minimum Holding shall be deemed to be a revocation of such Special Meeting Request; and (C) documentary evidence that the Requesting Stockholders (or the beneficial owners on whose behalf the Special Meeting

Exhibit 3.1

Request is made) had Net Long Beneficial Ownership of the Minimum Holding as of the date of delivery of the Special Meeting Request to the Secretary.

(i)The Requesting Stockholders on whose behalf the Special Meeting Request is being made shall further update and supplement the information provided in the Special Meeting Request, if necessary, as set forth in Section 1.1(e).

(j)If none of the Requesting Stockholders appears or sends a duly authorized agent to present the business specified in the Special Meeting Request to be presented for consideration, the Corporation need not present such business for a vote at the special meeting, notwithstanding that proxies in respect of such business may have been received by the Corporation.

(k)With respect to this Section 1.3, a stockholder must comply with all applicable provisions of these By-Laws and all requirements of Delaware law and the Exchange Act and the rules and regulations thereunder.

(l)In the event the Board of Directors calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, nominations of persons for election to the Board of Directors may be made by any stockholder that is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) at the time of giving the notice provided for in this Section 1.3(l), that is entitled to vote at such meeting and that has given timely notice thereof in writing to the Secretary of the Corporation in compliance with this Section 1.3(l). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in compliance with this Section 1.3(l). To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the later of (i) the ninetieth day prior to such special meeting or (ii) the tenth day following (1) the day on which the notice containing the date of the special meeting is provided by the Corporation or (2) public disclosure of the special meeting date was made, whichever first occurs; provided,however, that any such notice which is received later than the fifth business day prior to the meeting may be disregarded. In no event shall any adjournment, deferral or postponement of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as provided above. To be in proper written form, such stockholder’s notice shall set forth all of the information described in, and otherwise be in compliance with, Section 1.1(c) of these By-laws. In addition, any stockholder who submits a notice pursuant to this Section 1.3(l) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 1.1(e). If any information submitted pursuant to this Section 1.3(l) by any stockholder proposing one or more nominees for election as a director at a special meeting of stockholders is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with this Section 1.3(l). The presiding person at the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these By-laws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

Exhibit 3.1

(m)For the purposes of this Section 1.3, the following definitions shall apply:

(i)An “Affiliate” of a person shall mean another person that, directly or indirectly through one of more intermediaries, controls, is controlled by or is under common control with such person.

(ii)An “Associate” of a person shall mean (i) any corporation or organization (other than a majority-owned subsidiary of such person) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities; (ii) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the Corporation or any of its parents or subsidiaries.

(iii)“Net Long Beneficial Ownership” shall mean the shares of stock of the Corporation that such person or, if such person is a nominee, custodian or other agent that is holding the shares on behalf of another person (the “beneficial owner”), that such beneficial owner would then be deemed to own pursuant to Rule 200(b) under the Exchange Act, excluding, at any time, any shares as to which such stockholder or beneficial owner does not then have the right to vote or direct the vote and excluding, at any time, any shares as to which such person or beneficial owner (or any Affiliate or Associate of such person or beneficial owner) had directly or indirectly entered into (or caused to be entered into) and not yet terminated a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares, and further subtracting from any person’s ownership of shares at any time such person’s (and such person’s Affiliates’ and Associates’) “short position” (as defined pursuant to Rule 14e-4(a) under the Exchange Act), all as the Board of Directors shall determine in good faith.

Section 1.4 Notice of Meetings; Waiver of Notice.

(a)Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, notice of the meeting shall be given by or at the direction of the Chairman of the Board (if any), the Chief Executive Officer (if any), the President, the Secretary or the other persons calling the meeting, and shall state the place, date and hour, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be directed to each stockholder at his address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to

Exhibit 3.1

whom the notice is given. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.

(b)Waiver of Notice. Whenever notice is required to be given to the stockholders under any provision of law, the Certificate of Incorporation of the Corporation or these By-laws, a written waiver signed by a stockholder entitled to notice, or a waiver by electronic transmission by a stockholder entitled to notice, whether before, at or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the Certificate of Incorporation of the Corporation.

Section 1.5 Quorum. The presence at any meeting, in person, by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, of the holders of record of a majority of the shares of the capital stock of the Corporation then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law or the Certificate of Incorporation of the Corporation. Where a separate vote by a class or classes is required with respect to a particular matter, the presence at the meeting, in person or by proxy, of the holders of record of a majority of the shares of such class or classes then issued and outstanding and entitled to vote thereon shall be necessary and sufficient to constitute a quorum with respect to a vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 1.6 Adjournments. In the absence of a quorum, a majority in interest of the stockholders entitled to vote, present in person or by proxy at a meeting, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to act as chairman or secretary of such meeting, may adjourn the meeting to another time or place. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. In no event will the adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in paragraphs (b) or (c) of Section 1.1 of these By-Laws.

Exhibit 3.1

Section 1.7 Organization. The Chairman of the Board, or if there is no Chairman of the Board or in his absence or disability, the Chief Executive Officer, or if there is no Chief Executive Officer or in his absence or disability, the President, or in the absence or disability of all of them, a presiding person appointed by the Board of Directors, shall act as the presiding person of all meetings of stockholders. The Secretary or, in his absence or disability, any Assistant Secretary, or, in the absence of all of them, a secretary appointed by the presiding person of the meeting, shall act as secretary at all meetings of stockholders. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the presiding person at any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Without limiting the foregoing, the following rules shall apply:

(a)The presiding person may ask or require that anyone not a bona fide stockholder or duly authorized proxy leave the meeting.

(b)The presiding person may propose any motion for vote. The order of business at all meetings of stockholders shall be determined by the presiding person.

(c)The presiding person may impose any reasonable limits with respect to participation in the meeting by stockholders, including, without limitation, limits on the amount of time that may be taken up at the meeting by the remarks or questions of any stockholder, limits on the number of questions a stockholder may ask and limits as to the subject matter and timing of questions and remarks by stockholders.

Section 1.8 Voting. Unless otherwise provided in the Certificate of Incorporation or required by law, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder which is registered in his name on the record date for the meeting. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, for all matters the affirmative vote (which need not be by ballot) of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter of such vote shall be the act of the stockholders. Where a separate vote by a class or classes is required, the affirmative vote of a majority of the shares of such class or classes present in person or represented by proxy at the meeting and entitled to vote on the subject matter of such vote shall be the act of such class or classes. Notwithstanding the foregoing, the vote required for the election of directors shall be as provided in Section 3.2 of Article III.

Section 1.9 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate actions in writing may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Exhibit 3.1

Section 1.10 Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the entire time thereof, and may be inspected by any stockholder who is present.

Section 1.11 Inspectors of Election In advance of any stockholders’ meeting, the Board of Directors may appoint one or more inspectors to act at the meeting and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.

Section 1.12 Fixing the Record Date. So that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix in advance a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. Only those stockholders of record on the date so fixed shall be entitled to vote at the meeting, notwithstanding the transfer of any stock on the books of the Corporation after any such record date fixed by the Board of Directors.

So that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and (a) in the case of a written consent, shall not exceed by more than 10 days the date upon which the resolution fixing the record date is adopted by the Board, or (b) in the case of any other action, shall not be more than 60 days prior to such action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any stock on the books of the Corporation after any such record date fixed by the Board of Directors.

ARTICLE II.

Consent of Stockholders In Lieu of Meeting

Exhibit 3.1

Unless otherwise provided in the Certificate of Incorporation, any action required by law or these By-laws to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation as required by law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

ARTICLE III.

Board of Directors

Section 3.1 Number. The Board of Directors shall consist of one or more directors, as fixed from time to time by resolution of the Board of Directors in accordance with applicable law.

Section 3.2 Election and Term of Office.

(a)Directors will be elected at each annual meeting of stockholders of the Corporation and will hold office for a term expiring at the next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal.

(b)In an uncontested election of directors, each director of the Corporation shall be elected by a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; provided,however, in a contested election, the directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. For purposes of this Section 3.2: (i) an “uncontested election” is an election in which the number of nominees for director is not greater than the number to be elected and (ii) a “contested election” is an election in which the number of nominees for director is greater than the number to be elected.

(c)Following any uncontested election, any incumbent director who was a nominee and who did not receive a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors (a “majority vote”), shall promptly tender his or her offer of resignation to the Board for consideration by the Board if such director has not previously submitted a conditional offer of resignation. A recommendation on whether or not to accept such resignation offer shall be made by a committee of independent directors that has been delegated the responsibility of recommending nominees for director for appointment or election to the Board, or (1) if each member of such committee did not receive the required majority vote or (2) if no such committee has been appointed, a majority of the Board shall appoint a special committee of independent directors for such purpose of making a recommendation to the Board (the “Nominating Committee”). If no independent directors received the required majority vote, the Board shall act on the resignation offers.

Exhibit 3.1

Within 60 days following certification of the stockholder vote, the Nominating Committee shall recommend to the Board the action to be taken with respect to such offer of resignation. In determining whether or not to recommend that the Board accept any resignation offer, the Nominating Committee shall be entitled to consider all factors believed relevant by such Committee’s members, including without limitation: (1) any stated reasons for the director not receiving the required majority vote and whether the underlying cause or causes are curable; (2) the factors, if any, set forth in the guidelines or other policies that are to be considered by the Nominating Committee in evaluating potential candidates for the Board as such factors relate to each director who has so offered his or her resignation; (3) the length of service of such director; (4) the effect of such resignation on the Corporation’s compliance with any law, rule, regulation, stock exchange listing standards, or contractual obligations; (5) such director’s contributions to the Corporation; and (6) any other factors that the Nominating Committee believes are in the best interests of the Corporation.

The Board shall act on the Nominating Committee’s recommendation and publicly disclose the decision and reasons therefor, by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication, within 90 days following certification of the stockholder vote. In determining whether or not to accept any resignation offer, the Board shall take into account the factors considered by the Nominating Committee and any additional information and factors that the Board believes to be relevant.

(d)If any director’s resignation offer is not accepted by the Board, such director shall continue to serve until the next annual meeting and his or her successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal. If a director’s resignation offer is accepted by the Board pursuant to this Section 3.2, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.3 of this Article III or may decrease the size of the Board pursuant to Section 3.1 of this Article III.

Section 3.3 Vacancies and Additional Directorship. Unless otherwise provided in the Certificate of Incorporation of the Corporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Unless otherwise provided in the Certificate of Incorporation of the Corporation, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to be effective upon the effectiveness of such resignation or resignations.

Section 3.4 Meetings.

(a)Regular Meeting. The Board of Directors may by resolution provide for the holding of regular meetings for the election of officers and for the transaction of such other business as may properly come before the meeting, and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be given promptly by mail, facsimile, telegram, radio, cable, telephone,

Exhibit 3.1

electronic mail or personal delivery to each director who shall not have been present at the meeting at which such action was taken, addressed, sent, delivered or communicated to him at his residence or usual place of business.

(b)Special Meetings. Special meetings of the Board of Directors may be called by or at the direction of the Chairman of the Board (if any), the Chief Executive Officer (if any), the President or one-third of the directors then in office, except that when the Board of Directors consists of one director, such director may call a special meeting. Except as otherwise required by law, notice of each special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five days before the day on which such meeting is to be held, or shall be sent to him at such place by facsimile, telegram, radio or cable, electronic mail or telephoned or delivered to him personally, not later than 24 hours before the day on which such meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purpose thereof, unless otherwise required by law, the Certificate of Incorporation of the Corporation or these By-laws.

(c)Waiver of Notice. Whenever notice is required to be given to the directors under any provision of law, the Certificate of Incorporation of the Corporation or these By-laws, a written waiver, signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation of the Corporation.

(d)Participation by Conference Call. Members of the Board of Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 3.5 Quorum; Voting. Unless the Certificate of Incorporation of the Corporation provides otherwise, at each meeting of the Board of Directors a majority of the total number of members of the Board of Directors shall constitute a quorum for the transaction of business, except that when the Board consists of only one director, one director shall constitute a quorum. Unless otherwise required by the Certificate of Incorporation of the Corporation or these By-laws, a vote of the majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 3.6 Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting of the Board of Directors to another time or place shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are announced at such meeting, to the directors who were present.

Section 3.7 Organization. The Chairman of the Board, or if there is no Chairman of the Board or in his absence or disability, the Chief Executive Officer, or if there is no Chief

Exhibit 3.1

Executive Officer or in his absence or disability, the President, or in the absence or disability of all of them, a chairman appointed by the directors present at such meeting, shall act as the presiding person at meetings of directors. The Secretary, or in his absence or disability, any Assistant Secretary, or in the absence of all of them, a secretary appointed by the presiding person of the meeting, shall act as secretary at all meetings of the Board of Directors.

Section 3.8 Action of Board Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board.

Section 3.9 Manner of Acting. A member of the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 3.10 Resignation of Directors. Any director may resign at any time by giving notice in writing or by electronic transmission of such resignation to the Board of Directors, the Chairman of the Board (if any), the Chief Executive Officer (if any), the President, any Vice President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and acceptance of such resignation shall not be necessary to make it effective.

Section 3.11 Removal of Directors. Any director, or the entire Board of Directors, may be removed at any time by the affirmative vote of the holders of the majority of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class at a duly held meeting.

Section 3.12 Compensation of Directors. Directors may receive such reasonable compensation for their services as directors, whether in the form of salary, a fixed fee for attendance at meetings, with expenses, if any, or other compensation, as the Board of Directors may from time to time determine. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.13 Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if (a) the material facts as to his, her or their relationship or interest as to the contract or transaction are disclosed or are known to the Board of Directors or a committee thereof, and the Board of Directors or a

Exhibit 3.1

committee thereof in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, (b) the material facts as to his, her or their relationship or interest as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee that authorizes the contract or transaction.

ARTICLE IV.

Committees of the Board

Section 4.1 Designation and Powers. The Board of Directors may, by a resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority to (a) amend the Certificate of Incorporation of the Corporation, except as permitted by law, (b) adopt an agreement of merger or consolidation, (c) recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property or assets, (d) recommend to the stockholders a dissolution of the Corporation, or a revocation of a dissolution, or (e) amend the By-laws of the Corporation. Any such committee, to the extent provided in such resolution, shall have the power and authority to (i) declare a dividend, (ii) authorize the issuance of stock and/or (iii) adopt a certificate of ownership and merger as permitted by law.

Section 4.2 Term of Office. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these By-laws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a member of any committee thereof.

Section 4.3 Alternate Members and Vacancies. The Board of Directors may designate one or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of the committee. If at a meeting of any committee one or more of the members thereof should he absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining member or members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors.

Exhibit 3.1

Section 4.4 Meetings. Each committee shall fix its own rules of procedure, and shall meet where and as and upon such notice as provided by such rules or by resolution of the Board of Directors. Each committee shall keep regular minutes of its proceedings. Members of any committee designated by the Board may participate in a meeting of the committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 4.5 Quorum; Voting. At each meeting of any committee the presence of a majority of the total number of its members shall constitute a quorum for the transaction of business; except that when a committee consists of one member, then one member shall constitute a quorum. A vote of the majority of committee members present at any meeting of a committee at which a quorum is present shall be the act of such committee.

Section 4.6 Adjournments. A majority of the members of a committee present, whether or not a quorum is present, may adjourn any meeting of such committee to another place and time.

Section 4.7 Action of Committee Without Meeting. Any action required or permitted to be taken at any meeting of any committee designated by the Board of Directors may be taken without a meeting if all members of such committee consent thereto in writing or by electronic transmission and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee.

Section 4.8 Manner of Acting. A member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or other committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.9 Resignation of Committee Members. Any member of a committee may resign at any time by giving notice in writing or by electronic transmission of such resignation to the Board of Directors, the Chairman of the Board (if any), the Chief Executive Officer (if any), the President, any Vice President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and acceptance of such resignation shall not be necessary to make it effective.

Section 4.10 Removal of Committee Members. Any member of any committee may be removed with or without cause at any time by the Board of Directors.

Section 4.11 Compensation of Committee Members. Committee members may receive such reasonable compensation for their services as committee members, whether in the form of salary, a fixed fee for attendance at meetings, with expenses, if any, or other compensation, as the Board of Directors may from time to time determine. Nothing contained herein shall be

Exhibit 3.1

construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE V.

Officers

Section 5.1 Officers. The officers of the Corporation shall be a Chief Executive Officer (if elected by the Board of Directors), a President, one or more Vice Presidents (if elected by the Board of Directors), a Secretary, a Treasurer, a Controller (if elected by the Board of Directors) and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these By-laws.

Section 5.2 Election, Term of Office and Qualifications. Each officer (except such officers as may be appointed in accordance with the provisions of Section 5.2 of these By-laws) shall be elected or appointed by a majority of the Board of Directors present at any meeting at which such election is held. Unless otherwise provided in the resolution of election, each officer (whether elected at the first meeting of the Board of Directors after the annual meeting of stockholders or to fill a vacancy or otherwise) shall hold his office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until his successor shall have been elected and qualified, or until his earlier death, resignation or removal.

Section 5.3 Subordinate Officers and Agents. The Board of Directors may from time to time appoint other officers or agents (including, without limitation, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and one or more Assistant Controllers), to hold office for such periods, have such authority and perform such duties as are provided in these By-laws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties.

Section 5.4 The Chief Executive Officer. The Chief Executive Officer, if elected by the Board of Directors, shall be the Chief Executive Officer of the Corporation and shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers and agents. The Chief Executive Officer may sign (which signature may be a facsimile signature), with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute (which signature may be a facsimile signature), in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments and documents duly authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent. The Chief Executive Officer shall also have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or these By-laws.

Section 5.5 The President. If there is no Chief Executive Officer, or at the request of the Chief Executive Officer (if any) or the Board, or in the absence or disability of the Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. Upon the determination of the Board, one person may serve as both the Chief Executive Officer and

Exhibit 3.1

the President. Subject to the authority and direction of the Chief Executive Officer (if any) and the Board of Directors, the President shall have all the powers of and be subject to all the restrictions on the Chief Executive Officer, and shall have charge of the day to day supervision of the business, affairs and property of the Corporation. The President may sign (which signature may be a facsimile signature), with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute (which signature may be a facsimile signature), in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments and documents duly authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent. The President shall also have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer or these By-laws.

Section 5.6 Vice Presidents. At the request of the Chief Executive Officer (if any) or the President, or in the absence or disability of all of them, the Vice President designated by the Board of Directors or such officer or officers shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President. Any Vice President may sign (which signature may be a facsimile signature), with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute (which signature may be a facsimile signature), in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments and documents duly authorized by the Board of Directors, except where the signing and execution. thereof shall be expressly delegated by the Board of Directors to another officer or agent. Each Vice President shall also have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer (if any), the President or these By-laws.

Section 5.7 The Secretary. The Secretary shall:

(a)record all the proceedings of meetings of the stockholders, the Board of Directors and any committees thereof in a book or books to be kept for that purpose;

(b)cause all notices to be duly given in accordance with the provisions of these By-laws and as required by law;

(c)whenever any committee shall be appointed pursuant to a resolution of the Board of Directors, furnish the chairman of such committee with a copy of such resolution;

(d)be custodian of the records and the seal of the Corporation, if any, and cause such seal, if any, to be affixed to (or a facsimile to be reproduced on) all certificates representing stock of the Corporation prior to the issuance thereof and all instruments the execution of which in the name and on behalf of the Corporation shall have been duly authorized;

(e)see that the lists, books, reports, statements, certificates and other documents and. records required by law are properly kept and filed;

Exhibit 3.1

(f)have charge of the stock and transfer books of the Corporation, and exhibit such books at all reasonable times to such persons as are entitled by law to have access thereto;

(g)sign (which signature may be a facsimile signature), with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized, and sign and execute (which signature may be a facsimile signature), in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments and documents duly authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent; and

(h)in general, perform all duties incident to the office of Secretary and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer (if any), the President or these By-laws.

Section 5.8 Assistant Secretaries. At the request of the Chief Executive Officer (if any), the President or the Secretary, or in the absence or disability of the Secretary, the Assistant Secretary designated by the Board of Directors or such officer or officers shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all the restrictions on the Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer (if any), the President, the Secretary or these By-laws.

Section 5.9 The Treasurer. The Treasurer shall:

(a)have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;

(b)cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies, or with such bankers or other depositaries, as shall be selected in accordance with Section 7.3 of these By-laws, or to be otherwise dealt with in such manner as the Board of Directors may direct from time to time;

(c)cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, and cause to be taken and preserved proper vouchers for all moneys disbursed;

(d)render to the Board of Directors, the Chairman of the Board (if any), the Chief Executive Officer (if any) and/or the President, whenever requested, a statement of the financial condition of the Corporation and of all of his transactions as Treasurer;

(e)cause to be kept at the Corporation’s principal office correct books of account of all of the Corporation’s business and transactions and such duplicate books of account as he shall determine and, upon application, cause such books or duplicates thereof to be exhibited to any director;

Exhibit 3.1

(f)be empowered, from time to time, to require from the officers or agents of the Corporation reports or statements giving such information as he may desire or deem appropriate with respect to any or all financial transactions of the Corporation;

(g)sign (which signature may be a facsimile signature), with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized, and sign and execute (which signature may be a facsimile signature), in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments and documents duly authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent; and

(h)in general, perform all duties incident to the office of Treasurer and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer (if any), the President or these By-laws.

Section 5.10 Assistant Treasurer.At the request of the Chief Executive Officer (if any), the President or the Treasurer, or in the absence or disability of the Treasurer, the Assistant Treasurer designated by the Board of Directors or such officer or officers shall have all the powers of and be subject to all the restrictions on the Treasurer. Each Assistant Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board (if any), the Chief Executive Officer (if any), the President, the Treasurer or these By-laws.

Section 5.11 Controller. The Controller (if elected by the Board of Directors) shall have such powers and perform such duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer (if any), the President, the Treasurer or these By-laws, and shall have authority commensurate with such duties, including, without limitation, the authority to sign and execute (which signature may be a facsimile signature), in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments and documents duly authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent.

Section 5.12 Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board (if any), the Chief Executive Officer (if any), the President, any Vice President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary for it to be effective.

Section 5.13 Removal. Any officer may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of the directors then in office. Without limiting the foregoing, any officer or agent appointed pursuant to the provisions of Section 5.3 of these By-laws may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of the directors present at such meeting

Exhibit 3.1

or at any time by any superior officer or any agent upon whom such power of removal shall have been conferred by the Board of Directors.

Section 5.14 Vacancies. Any vacancy in any office (whether by reason of death, resignation, removal, disqualification or otherwise) may be filled for the unexpired portion of the term in the manner prescribed by these By-laws for regular elections or appointments to such office.

Section 5.15 Compensation. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed pursuant to the provisions of Section 5.3 of these By-laws. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 5.16 Bonding. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE VI.

Indemnification

The Corporation shall indemnify, in the manner and to the fullest extent permitted by applicable law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee, fiduciary or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. To the extent and in the manner provided by applicable law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. Unless otherwise permitted by applicable law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, made in the manner provided by applicable law, that indemnification of such director, officer, employee or agent is proper in the circumstances. The Corporation may, to the fullest extent permitted by applicable law, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability which may be asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under applicable law. The indemnification and advancement of expenses provided for herein shall not be deemed to limit the right of the Corporation to indemnify or make advances to any other person for any expenses (including attorneys’ fees), judgments, fines or other amounts to the fullest extent permitted by applicable law, nor shall they be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled

Exhibit 3.1

under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Any repeal or modification of this Article VI will only be prospective and will not affect the rights under this Article VI in effect at the time of the alleged occurrence of any acts, omissions, facts or circumstances occurring prior to such repeal or modification.

ARTICLE VII.

Execution of Instruments and Deposit of Corporate Funds

Section 7.1 Execution of Instruments Generally. Subject to the approval or authorization of the Board of Directors, the Chief Executive Officer (if any), the President, any Vice President, the Secretary, the Treasurer and the Controller may enter into any contract and/or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any one or more officers or agents to enter into any contract and/or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

Section 7.2 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized to do so by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors may from time to time determine.

Section 7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.

Section 7.4 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the Chief Executive Officer (if any), the President, any Vice President, the Secretary or any other person or persons thereunto authorized by the Board of Directors.

ARTICLE VIII.

Stock

Section 8.1 Form and Execution of Certificates. The shares of capital stock of the Corporation shall be represented by certificates in the form approved by the Board of Directors from time to time. The certificates shall be signed by, or in the name of the Corporation by, (a) the President or any Vice President, and (b) the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer. Any or all of the signatures on the certificates may be facsimile signatures. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Exhibit 3.1

Section 8.2 Regulations. The Board of Directors may make such rules and regulations consistent with any governing statute as it may deem expedient concerning the issuance, transfer and registration of certificates of stock and concerning certificates of stock issued, transferred or registered in lieu or replacement of any lost, stolen, destroyed or mutilated certificates of stock.

Section 8.3 Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers for any or all classes of the capital stock of the Corporation, and may require stock certificates of any or all classes to bear the signature of either or both.

ARTICLE IX.

Corporate Seal

The Board of Directors may provide a corporate seal, circular in form, bearing the name of the Corporation and words and figures denoting its organization under the laws of the State of Delaware and the year thereof, and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE X.

Fiscal Year

The fiscal year of the Corporation shall end on the Saturday closest to December 31 in each year or such other day as the Board of Directors may determine from time to time by resolution.

ARTICLE XI.

Amendments

In furtherance and not in limitation of the powers conferred by law, the Board of Directors shall have the power to alter, amend or repeal these By-laws or adopt new By-laws by the affirmative vote of a majority of all directors at any regular or special meeting of the Board of Directors called for that purpose.

ARTICLE XII.

Severability

If any provision of these By-laws is held to be illegal, invalid or unenforceable under any present or future law, such provision shall be fully separable, and these By-laws shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of these By-laws shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Notwithstanding the foregoing, if any provision or provisions of these By-laws shall be held to be invalid, illegal or unenforceable, but only as applied to any person or entity or specific circumstance, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and the application of such provision to other persons or entities shall not in any way be affected or impaired thereby.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Harry A. Lawton III, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 7, 2020	/s/ Harry A. Lawton III
		Harry A. Lawton III
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kurt D. Barton, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tractor Supply Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 7, 2020	/s/ Kurt D. Barton
		Kurt D. Barton
		Executive Vice President - Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report (“Report”) of Tractor Supply Company (the “Company”) on Form 10-Q for the fiscal quarter ended March 28, 2020, as filed with the Securities and Exchange Commission on the date hereof, we, Harry A. Lawton III, Chief Executive Officer, and Kurt D. Barton, Chief Financial Officer, of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350), that:

(1)The Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 7, 2020

/s/ Harry A. Lawton III

Harry A. Lawton III

President and Chief Executive Officer

/s/ Kurt D. Barton

Kurt D. Barton

Executive Vice President - Chief Financial Officer and Treasurer

XML

Share Based Compensation

3 Months Ended

Mar. 28, 2020

Share-based Payment Arrangement, Noncash Expense [Abstract]

Share Based Compensation

Share-Based Compensation:Share-based compensation includes stock options, restricted stock units, performance-based restricted share units, and certain transactions under our Employee Stock Purchase Plan (the “ESPP”). Share-based compensation expense is recognized based on grant date fair value of all stock options, restricted stock units, and performance-based restricted share units plus a 15% discount on shares purchased by employees as a part of the ESPP. The discount under the ESPP represents the difference between the purchase date market value and the employee’s purchase price.

There were no significant modifications to the Company’s share-based compensation plans during the fiscal three months ended

March 28, 2020.

For the first quarter of fiscal 2020 and 2019, share-based compensation expense was $6.9 million and $9.6 million, respectively.

Stock Options

The following table summarizes information concerning stock option grants during the first three months of fiscal 2020:

	Fiscal Three Months Ended
	March 28, 2020
Stock options granted	413,776
Weighted average exercise price	$	91.10
Weighted average grant date fair value per option	$	18.54

As of March 28, 2020, total unrecognized compensation expense related to non-vested stock options was approximately $12.8 million with a remaining weighted average expense recognition period of 2.4 years.

Restricted Stock Units and Performance-Based Restricted Share Units

The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first three months of fiscal 2020:

	Fiscal Three Months Ended
	March 28, 2020
Restricted stock units granted	242,343
Performance-based restricted share units granted (a)	80,057
Weighted average grant date fair value per share	$	87.53

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

In fiscal 2020, the Company granted awards that are subject to the achievement of specified performance goals. The performance metrics for the units are growth in net sales and growth in earnings per diluted share. The number of performance-based restricted share units presented in the foregoing table represent the shares that can be achieved at the performance metric target value. The actual number of shares that will be issued under the performance share awards, which may be higher or lower than the target, will be determined by the level of achievement of the performance goals. If the performance targets are achieved, the units will be issued based on the achievement level and the grant date fair value and will cliff vest in full on the third anniversary of the date of the grant.

As of March 28, 2020, total unrecognized compensation expense related to non-vested restricted stock units and non-vested performance-based restricted share units was approximately $44.2 million with a remaining weighted average expense recognition period of 2.3 years.

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Capital Stock and Dividends

3 Months Ended

Mar. 28, 2020

Equity [Abstract]

Capital Stock and Dividends

Capital Stock and Dividends:

Capital Stock

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

Dividends

During the first three months of fiscal 2020 and 2019, the Company's Board of Directors declared the following cash dividends:

Date Declared	Dividend Amount Per Share of Common Stock		Record Date	Date Paid
February 5, 2020	$	0.35	February 24, 2020	March 10, 2020
February 6, 2019	$	0.31	February 25, 2019	March 12, 2019

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

On May 6, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.35 per share of the Company’s outstanding common stock.  The dividend will be paid on June 9, 2020, to stockholders of record as of the close of business on May 26, 2020.

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Segment Reporting

3 Months Ended

Mar. 28, 2020

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting:

The Company has one reportable segment which is the retail sale of products that support the rural lifestyle.  The following table indicates the percentage of net sales represented by each major product category during the fiscal three months ended March 28, 2020 and March 30, 2019:

	Fiscal Three Months Ended
Product Category:	March 28, 2020		March 30, 2019
Livestock and Pet	54	%	52	%
Hardware, Tools and Truck	20		21
Seasonal, Gift and Toy Products	17		17
Clothing and Footwear	6		7
Agriculture	3		3
Total	100	%	100	%

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Interest Rate Swaps Tax Impact of Derivative Liability on Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax	$ (1,806)	$ (483)

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Debt (Details)	Apr. 22, 2020
Subsequent Event
Subsequent Event [Line Items]
Subsequent Event, Description	Subsequent Event - Amendment to Credit FacilityOn April 22, 2020, the Company entered into a second amendment to the 2016 Senior Credit Facility (the “Second Amendment”) to, among other things, increase the option to increase the aggregate principal amount of Revolving Loan Commitments and Incremental Term Loans up to an amount not to exceed $650 million. Simultaneously with the Second Amendment, the Company entered into an Incremental Term Loan Agreement (the “April 2020 Term Loan”) in the amount of $350 million, which is in addition to the 2016 Senior Credit Facility’s existing term loan and revolving credit facility. The April 2020 Term Loan is unsecured and has a term expiring on April 21, 2021. Borrowings under the April 2020 Term Loan (i) will bear interest at a variable rate, (ii) do not require principal payments prior to the maturity date, (iii) may be prepaid at any time, and (iv) have other terms materially identical to the existing term loans under the Senior Credit Facility other than the 364 day maturity date and LIBOR floor of 0.75%.

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General

3 Months Ended

Mar. 28, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General:

Nature of Business

Founded in 1938, Tractor Supply Company (the “Company” or “we” or “our” or “us”) is the largest rural lifestyle retailer in the United States (“U.S.”). The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “Out Here” lifestyle), as well as tradesmen and small businesses. Stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company also owns and operates Petsense, LLC (“Petsense”), a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services. At March 28, 2020, the Company operated a total of 2,043 retail stores in 49 states (1,863 Tractor Supply and Del’s retail stores and 180 Petsense retail stores) and also offered an expanded assortment of products online at TractorSupply.com and Petsense.com.

Basis of Presentation

The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.

The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time).

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Income Statement [Abstract]
Net sales	$ 1,959,188	$ 1,822,220
Cost of merchandise sold	1,297,939	1,207,236
Gross profit	661,249	614,984
Depreciation and amortization	51,436	45,767
Selling, general and administrative expenses	497,275	465,809
Operating income	112,538	103,408
Interest expense, net	5,049	4,930
Income before income taxes	107,489	98,478
Income tax expense	23,712	21,646
Net income	$ 83,777	$ 76,832
Net income per share – basic	$ 0.72	$ 0.63
Net income per share – diluted	$ 0.71	$ 0.63
Weighted average shares outstanding:
Basic	116,738	121,211
Diluted	117,432	122,152
Dividends declared per common share outstanding	$ 0.35	$ 0.31

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Net Income Per Share (Tables)

3 Months Ended

Mar. 28, 2020

Earnings Per Share [Abstract]

Net Income Per Share

Net income per share is calculated as follows (in thousands, except per share amounts):

	Fiscal Three Months Ended					Fiscal Three Months Ended
	March 28, 2020					March 30, 2019
	Income		Shares	Per Share Amount		Income		Shares	Per Share  Amount
Basic net income per share:	$	83,777	116,738	$	0.72	$	76,832	121,211	$	0.63
Dilutive effect of share-based awards	—		694	(0.01)		—		941	—
Diluted net income per share:	$	83,777	117,432	$	0.71	$	76,832	122,152	$	0.63

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Treasury Stock Treasury Stock (Tables)

3 Months Ended

Mar. 28, 2020

Equity, Class of Treasury Stock [Line Items]

Class of Treasury Stock, Shares Repurchased

The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months ended March 28, 2020 and March 30, 2019, respectively (in thousands, except per share amounts):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Total number of shares repurchased	2,853		1,724
Average price paid per share	$	92.28	$	90.09
Total cash paid for share repurchases	$	263,219	$	155,319

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Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 28, 2020	Dec. 28, 2019	Mar. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Purchase Obligation, Due Second Year	$ 0.0
Letters of Credit Outstanding, Amount	$ 39.0	$ 32.0	$ 35.4

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Debt (Tables)

3 Months Ended

Mar. 28, 2020

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

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

	March 28, 2020		December 28, 2019		March 30, 2019
Senior Notes	$	150.0	$	150.0	$	150.0
Senior Credit Facility:
February 2016 Term Loan	140.0		145.0		155.0
June 2017 Term Loan	85.0		87.5		91.3
March 2020 Term Loan	200.0		—		—
Revolving credit loans	445.0		15.0		232.0
Total outstanding borrowings	1,020.0		397.5		628.3
Less: unamortized debt issuance costs	(0.9)		(1.0)		(1.3)
Total debt	1,019.1		396.5		627.0
Less: current portion of long-term debt	(30.0)		(30.0)		(21.3)
Long-term debt	$	989.1	$	366.5	$	605.7
Outstanding letters of credit	$	39.0	$	32.0	$	35.4

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Segment Reporting (Tables)

3 Months Ended

Mar. 28, 2020

Segment Reporting [Abstract]

Major Product Category

The following table indicates the percentage of net sales represented by each major product category during the fiscal three months ended March 28, 2020 and March 30, 2019:

	Fiscal Three Months Ended
Product Category:	March 28, 2020		March 30, 2019
Livestock and Pet	54	%	52	%
Hardware, Tools and Truck	20		21
Seasonal, Gift and Toy Products	17		17
Clothing and Footwear	6		7
Agriculture	3		3
Total	100	%	100	%

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Income Taxes (Details)	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Income Tax Disclosure [Abstract]
Effective income tax rate	22.10%	22.00%

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New Accounting Pronouncements

3 Months Ended

Mar. 28, 2020

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

New Accounting Pronouncements Recently Adopted and Not Yet Adopted

New Accounting Pronouncements:

New Accounting Pronouncements Recently Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The new guidance applies to financial assets measured at amortized cost basis, including receivables that result from revenue transactions and held-to-maturity debt securities. This guidance is effective for

fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption was permitted for fiscal years beginning after December 15, 2018. The Company adopted this guidance in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures.  This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This update clarifies the accounting treatment for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted.  The amendments may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR) related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

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Net Income Per Share

3 Months Ended

Mar. 28, 2020

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share:

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

	Fiscal Three Months Ended					Fiscal Three Months Ended
	March 28, 2020					March 30, 2019
	Income		Shares	Per Share Amount		Income		Shares	Per Share  Amount
Basic net income per share:	$	83,777	116,738	$	0.72	$	76,832	121,211	$	0.63
Dilutive effect of share-based awards	—		694	(0.01)		—		941	—
Diluted net income per share:	$	83,777	117,432	$	0.71	$	76,832	122,152	$	0.63

Anti-dilutive stock awards excluded from the above calculations totaled approximately 0.5 million and 0.3 million shares for the fiscal three months ended March 28, 2020 and March 30, 2019, respectively.

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Treasury Stock

3 Months Ended

Mar. 28, 2020

Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract]

Treasury Stock

Treasury Stock:

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program up to $4.5 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The repurchases may be made from time to time on the open market or in privately negotiated transactions.  The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions.  Repurchased shares are accounted for at cost and will be held in treasury for future issuance.  The program may be limited or terminated at any time without prior notice. As of March 28, 2020, the Company had remaining authorization under the share repurchase program of $1.22 billion, exclusive of any fees, commissions, or other expenses.

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

The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases during the fiscal three months ended March 28, 2020 and March 30, 2019, respectively (in thousands, except per share amounts):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Total number of shares repurchased	2,853		1,724
Average price paid per share	$	92.28	$	90.09
Total cash paid for share repurchases	$	263,219	$	155,319

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Cash flows from operating activities:
Net income	$ 83,777	$ 76,832
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization	51,436	45,767
Gain on disposition of property and equipment	(315)	(224)
Share-based compensation expense	6,945	9,624
Deferred income taxes	1,643	13,485
Change in assets and liabilities:
Inventories	(303,132)	(291,790)
Prepaid expenses and other current assets	(11,988)	23,755
Accounts payable	244,902	165,087
Accrued employee compensation	(8,609)	(25,342)
Other accrued expenses	(12,352)	(31,159)
Income taxes	18,805	5,488
Other	12,820	(4,547)
Net cash provided by/(used in) operating activities	83,932	(13,024)
Cash flows from investing activities:
Capital expenditures	(29,648)	(28,785)
Proceeds from sale of property and equipment	320	358
Net cash used in investing activities	(29,328)	(28,427)
Cash flows from financing activities:
Borrowings under debt facilities	809,000	385,000
Repayments under debt facilities	(186,500)	(165,500)
Principal payments under finance lease liabilities	(1,000)	(897)
Repurchase of shares to satisfy tax obligations	(5,407)	(3,026)
Repurchase of common stock	(263,219)	(155,319)
Net proceeds from issuance of common stock	10,603	34,732
Cash dividends paid to stockholders	(40,849)	(37,623)
Net cash provided by financing activities	322,628	57,367
Net change in cash and cash equivalents	377,232	15,916
Cash and cash equivalents at beginning of period	84,241	86,299
Cash and cash equivalents at end of period	461,473	102,215
Cash paid during the period for:
Interest	5,781	6,137
Income taxes	1,358	2,080
Supplemental disclosures of non-cash activities:
Non-cash accruals for construction in progress	7,046	6,540
Increase of operating lease assets and liabilities from new or modified leases	108,872	64,519
Increase of finance lease assets and liabilities from new or modified leases	1,904	0
Operating lease assets and liabilities recognized upon adoption of ASC 842	$ 0	$ 2,084,880

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 28, 2020	Dec. 28, 2019	Mar. 30, 2019
Current assets:
Cash and cash equivalents	$ 461,473	$ 84,241	$ 102,215
Inventories	1,905,913	1,602,781	1,881,332
Prepaid expenses and other current assets	112,853	100,865	90,692
Income taxes receivable	0	0	4,846
Total current assets	2,480,239	1,787,887	2,079,085
Property and equipment, net	1,143,189	1,163,956	1,120,869
Operating lease right-of-use assets	2,228,597	2,188,802	2,086,950
Goodwill and other intangible assets	124,492	124,492	124,492
Other assets	25,888	24,131	25,805
Total assets	6,002,405	5,289,268	5,437,201
Current liabilities:
Accounts payable	887,938	643,036	785,068
Accrued employee compensation	31,146	39,755	28,704
Other accrued expenses	234,460	247,690	204,797
Current portion of long-term debt	30,000	30,000	21,250
Current portion of finance lease liabilities	4,172	4,036	3,683
Current portion of operating lease liabilities	281,620	277,099	260,441
Income taxes payable	24,789	5,984	7,991
Total current liabilities	1,494,125	1,247,600	1,311,934
Long-term debt	989,074	366,480	605,695
Finance lease liabilities, less current portion	31,157	30,389	28,336
Operating lease liabilities, less current portion	2,051,885	2,001,162	1,929,520
Deferred Income Tax Liabilities, Net	1,796	153	6,878
Other long-term liabilities	80,645	76,361	69,262
Total liabilities	4,648,682	3,722,145	3,951,625
Stockholders’ equity:
Preferred stock	0	0	0
Common stock	1,391	1,389	1,380
Additional paid-in capital	978,837	966,698	864,738
Treasury stock	(3,277,215)	(3,013,996)	(2,635,996)
Accumulated other comprehensive (loss)/income	(5,051)	199	3,067
Retained earnings	3,655,761	3,612,833	3,252,387
Total stockholders’ equity	1,353,723	1,567,123	1,485,576
Total liabilities and stockholders’ equity	$ 6,002,405	$ 5,289,268	$ 5,437,201
Preferred Stock, Par or Stated Value Per Share	$ 1.00	$ 1.00	$ 1.00
Preferred Stock, Shares Authorized	40,000	40,000	40,000
Preferred Stock, Shares Issued	0	0	0
Common Stock, Par or Stated Value Per Share	$ 0.008	$ 0.008	$ 0.008
Common Stock, Shares Authorized	400,000,000	400,000,000	400,000,000
Common Stock, Shares, Issued	173,888,000	173,608,000	172,457,000
Common Stock, Shares, Outstanding	115,592,000	118,165,000	120,674,000
Treasury Stock, Shares	58,296,000	55,443,000	51,783,000

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Interest Rate Swaps Current Period OCI Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	$ (7,056)	$ (1,947)

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Senior Credit Facility - Credit Agreement (Details) - USD ($)					3 Months Ended		12 Months Ended
	Mar. 12, 2020	Sep. 28, 2019	Jun. 15, 2017	Feb. 19, 2016	Mar. 28, 2020	Mar. 30, 2019	Dec. 28, 2019
Line of Credit Facility [Line Items]
Unsecured Debt					$ 1,020,000,000.0	$ 628,300,000	$ 397,500,000
Unamortized Debt Issuance Costs					(900,000)	(1,300,000)	(1,000,000.0)
Unsecured debt, net of debt issuance costs					1,019,100,000	627,000,000.0	396,500,000
Unsecured Debt, Current					(30,000,000)	(21,250,000)	(30,000,000)
Long-term Debt, Excluding Current Maturities					989,074,000	605,695,000	366,480,000
Letters of Credit Outstanding, Amount					39,000,000.0	35,400,000	32,000,000.0
Senior credit facility, maximum borrowing capacity				$ 500,000,000	500,000,000
Swingline Loan, Maximum Borrowing Capacity				50,000,000	$ 50,000,000
Debt instrument, basis spread on variable rate					0.625%
Commitment fee for unused capacity		0.10%
Debt Instrument, Interest Rate, Stated Percentage - June 2017 Term Loan					1.00%
Compensating Balance, Amount					$ 0
Debt Instrument, Covenant Compliance		all
Amount of incremental credit facility which will result in modification of debt covenants					$100 million or greater
Base Rate
Line of Credit Facility [Line Items]
Line of Credit Facility, Interest Rate at Period End					3.25%
London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Line of Credit Facility, Interest Rate at Period End					0.989%
Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate					0.50%
Commitment fee for unused capacity					0.075%
Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate					1.125%
Commitment fee for unused capacity					0.20%
February 2016 Term Loan
Line of Credit Facility [Line Items]
Notional Amount, Current					$ 140,000,000.0	155,000,000.0	145,000,000.0
Term Loan, Maximum Borrowing Capacity				$ 200,000,000
Due in years one and two February 2016 Term Loan [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Amount of Periodic Payment					10,000,000
Due in years three through Maturity February 2016 Term Loan [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Amount of Periodic Payment					20,000,000
June 2017 Term Loan
Line of Credit Facility [Line Items]
Notional Amount, Current					85,000,000.0	91,300,000	87,500,000
Term Loan, Maximum Borrowing Capacity			$ 100,000,000
Due in years one and two June 2017 Term Loan [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Amount of Periodic Payment					5,000,000
Due in years three through five June 2017 Term Loan [Member] [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Amount of Periodic Payment					10,000,000
Term Loan (Member) [Member]
Line of Credit Facility [Line Items]
Notional Amount, Current					$ 200,000,000.0	0	0
Term Loan, Maximum Borrowing Capacity	$ 200,000,000
Debt instrument, basis spread on variable rate					75.00%
Number of Financial Covenants [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Covenant Description					two material covenants
2016 Senior Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Month-end Outstanding Amount					$ 445,000,000.0	$ 232,000,000.0	$ 15,000,000.0
Fixed Charge Coverage Ratio Minimum Requirement [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Covenant Description					2.00 to 1.0
Leverage Ratio Maximum Requirement [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Covenant Description					4.00 to 1.0

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Share Based Compensation (Tables)

3 Months Ended

Mar. 28, 2020

Share-based Payment Arrangement, Noncash Expense [Abstract]

Stock Options

The following table summarizes information concerning stock option grants during the first three months of fiscal 2020:

	Fiscal Three Months Ended
	March 28, 2020
Stock options granted	413,776
Weighted average exercise price	$	91.10
Weighted average grant date fair value per option	$	18.54

Restricted Stock Units and Performance-Based Restricted Share Units

The following table summarizes information concerning restricted stock unit and performance-based restricted share unit grants during the first three months of fiscal 2020:

	Fiscal Three Months Ended
	March 28, 2020
Restricted stock units granted	242,343
Performance-based restricted share units granted (a)	80,057
Weighted average grant date fair value per share	$	87.53

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

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Capital Stock and Dividends (Tables)

3 Months Ended

Mar. 28, 2020

Equity [Abstract]

Schedule of Dividends Payable

During the first three months of fiscal 2020 and 2019, the Company's Board of Directors declared the following cash dividends:

Date Declared	Dividend Amount Per Share of Common Stock		Record Date	Date Paid
February 5, 2020	$	0.35	February 24, 2020	March 10, 2020
February 6, 2019	$	0.31	February 25, 2019	March 12, 2019

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Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee stock purchase program discount percentage	15.00%
Share-based compensation plan modifications	no
Share-based Payment Arrangement, Noncash Expense	$ 6,945	$ 9,624
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	413,776
Weighted average exercise price	$ 91.10
Weighted average fair value per option	$ 18.54
Total unrecognized compensation expense	$ 12,800
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 4 months 24 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted	242,343
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted	80,057
Restricted Stock Units and Performance-Based Restricted Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value per share	$ 87.53
Total unrecognized compensation expense	$ 44,200
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 3 months 18 days

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Segment Reporting (Details)	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Livestock and Pet
Revenue from External Customer [Line Items]
Percentage of sales	54.00%	52.00%
Hardware, Tools and Truck [Member]
Revenue from External Customer [Line Items]
Percentage of sales	20.00%	21.00%
Seasonal, Gift and Toy Products [Member]
Revenue from External Customer [Line Items]
Percentage of sales	17.00%	17.00%
Clothing and Footwear
Revenue from External Customer [Line Items]
Percentage of sales	6.00%	7.00%
Agriculture
Revenue from External Customer [Line Items]
Percentage of sales	3.00%	3.00%
Total
Revenue from External Customer [Line Items]
Percentage of sales	100.00%	100.00%

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Capital Stock and Dividends (Details) - $ / shares				3 Months Ended
	May 06, 2020	Feb. 06, 2019	Feb. 07, 2018	Mar. 28, 2020	Mar. 30, 2019
Dividends
Common Stock, Dividends, Per Share, Declared		$ 0.35	$ 0.31	$ 0.35	$ 0.31
Subsequent Event
Dividends
Common Stock, Dividends, Per Share, Declared	$ 0.35

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Interest Rate Swaps Effective Date of Interest Rate Swap Agreement (Details)	Jun. 30, 2017	Mar. 31, 2016
February 2016 Term Loan
Derivative [Line Items]
Interest Rate Swap Inception Date		Mar. 31, 2016
June 2017 Term Loan
Derivative [Line Items]
Interest Rate Swap Inception Date	Jun. 30, 2017

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 83,777	$ 76,832
Change in fair value of interest rate swaps, net of taxes	(5,250)	(1,464)
Total other comprehensive loss	(5,250)	(1,464)
Total comprehensive income	$ 78,527	$ 75,368

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General Details	Mar. 28, 2020 store state
Nature of business [Abstract]
Number of states in which rural lifestyle retail stores are operated by the company | state	49
Parent Company [Member]
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company	2,043
TSCO stores [Domain]
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company	1,863
Petsense stores [Domain]
Nature of business [Abstract]
Number of rural lifestyle retail stores operated by the company	180

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Interest Rate Swaps (Details) - USD ($) $ in Thousands				3 Months Ended		12 Months Ended
	Mar. 18, 2020	Jun. 30, 2017	Mar. 31, 2016	Mar. 28, 2020	Mar. 30, 2019	Dec. 28, 2019	Dec. 29, 2018
Derivative [Line Items]
Cumulative adjustment as a result of ASU 2017-12 adoption					$ 0
Other Comprehensive Income (Loss), Net of Tax				$ (5,250)	(1,464)
Total Derivative Asset				0	3,876	$ 649
Total Derivative Liability				6,789	0	382
February 2016 Term Loan
Derivative [Line Items]
Notional Amount, Current				140,000	155,000	145,000
June 2017 Term Loan
Derivative [Line Items]
Notional Amount, Current				85,000	91,300	87,500
Beginning Balance [Member]
Derivative [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax						199	$ 3,814
Other Comprehensive Income (Loss) [Member]
Derivative [Line Items]
Change in fair value of interest rate swaps, net of taxes				(5,250)	(1,464)	(4,332)
Accounting Standards Update 2017-12 [Member]
Derivative [Line Items]
Cumulative adjustment as a result of ASU 2017-12 adoption				0	717	717
Other Comprehensive Income (Loss), Net of Tax [Member]
Derivative [Line Items]
Other Comprehensive Income (Loss), Net of Tax				(5,250)	(747)	(3,615)
AOCI Ending Balance [Member]
Derivative [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax				$ (5,051)	3,067	199
February 2016 Term Loan
Derivative [Line Items]
Interest Rate Swap Inception Date			Mar. 31, 2016
Interest Rate Swap Maturity Date				Feb. 19, 2021
Interest Rate Swap, Beginning Notional Amount			$ 197,500
June 2017 Term Loan
Derivative [Line Items]
Interest Rate Swap Inception Date		Jun. 30, 2017
Interest Rate Swap Maturity Date				Jun. 15, 2022
Interest Rate Swap, Beginning Notional Amount		$ 100,000
Interest Rate Swap Asset Portion
Derivative [Line Items]
Derivative Asset, Current				$ 0	2,200	558
Derivative Asset, Noncurrent				0	1,676	91
Interest Rate Swap Liability Portion
Derivative [Line Items]
Derivative Liability, Current				2,512	0	90
Derivative Liability, Noncurrent				$ 4,277	$ 0	$ 292
Term Loan (Member) [Member]
Derivative [Line Items]
Interest Rate Swap Inception Date	Mar. 18, 2020
Interest Rate Swap Maturity Date				Mar. 18, 2025
Interest Rate Swap, Beginning Notional Amount				$ 200,000

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Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Earnings Per Share, Basic [Abstract]
Net income	$ 83,777	$ 76,832
Weighted average number of shares outstanding, basic	116,738	121,211
Net income per share – basic	$ 0.72	$ 0.63
Earnings Per Share, Diluted [Abstract]
Dilutive stock options and restricted stock units outstanding, income	$ 0	$ 0
Dilutive stock options and restricted stock units outstanding, per share (in shares)	694	941
Dilutive stock options and restricted stock units outstanding, per share (in dollars per share)	$ (0.01)	$ 0
Net income	$ 83,777	$ 76,832
Weighted average number of shares outstanding, diluted	117,432	122,152
Net income per share, diluted (in dollars per share)	$ 0.71	$ 0.63
Antidilutive securities excluded from computation of earnings per share, amount	500	300

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Interest Rate Swaps

3 Months Ended

Mar. 28, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swaps

Interest Rate Swaps:

The Company entered into an interest rate swap agreement which became effective on March 31, 2016, with a maturity date of February 19, 2021. The notional amount of this swap agreement began at $197.5 million (the principal amount of the February 2016 Term Loan borrowings as of March 31, 2016) and will amortize at the same time and in the same amount as the February 2016 Term Loan borrowings, as described in Note 5 to the Condensed Consolidated Financial Statements, up to the maturity date of the interest rate swap agreement on February 19, 2021. As of March 28, 2020, the notional amount of the interest rate swap was $140.0 million.

The Company entered into a second interest rate swap agreement which became effective on June 30, 2017, with a maturity date of June 15, 2022. The notional amount of this swap agreement began at $100 million (the principal amount of the June 2017 Term Loan borrowings as of June 30, 2017) and will amortize at the same time and in the same amount as the June 2017 Term Loan borrowings, as described in Note 5 to the Condensed Consolidated Financial Statements. As of March 28, 2020, the notional amount of the interest rate swap was $85.0 million.

The Company entered into a third interest rate swap agreement which became effective on March 18, 2020, with a maturity date of March 18, 2025. The notional amount of this swap agreement is fixed at $200 million.

The Company’s interest rate swap agreements are executed for risk management and are not held for trading purposes. The objective of the interest rate swap agreements is to mitigate interest rate risk associated with future changes in interest rates. To accomplish this objective, the interest rate swap agreements are intended to hedge the variable cash flows associated with the variable rate term loan borrowings under the 2016 Senior Credit Facility. Both interest rate swap agreements entitle the Company to receive, at specified intervals, a variable rate of interest based on LIBOR in exchange for the payment of a fixed rate of interest throughout the life of the agreement, without exchange of the underlying notional amount.

The Company has designated its interest rate swap agreements as cash flow hedges and accounts for the underlying activity in accordance with hedge accounting. The interest rate swaps are presented within the Condensed Consolidated Balance Sheets at fair value. In accordance with hedge accounting, the gains and losses on interest rate swaps that are designated and qualify as cash flow hedges are recorded as a component of Other Comprehensive Income (“OCI”), net of related income taxes, and reclassified into earnings in the same income statement line and period during which the hedged transactions affect earnings.

As of March 28, 2020, amounts to be reclassified from Accumulated Other Comprehensive Income (“AOCI”) into interest during the next twelve months are not expected to be material. No significant amounts were excluded from the assessment of cash flow hedge effectiveness as of March 28, 2020.

The assets and liabilities measured at fair value related to the Company’s interest rate swaps, excluding accrued interest, were as follows (in thousands):

Derivatives Designated as Cash Flow Hedges	Balance Sheet Location	March 28, 2020		December 28, 2019		March 30, 2019
Interest rate swaps (short-term portion)	Other current assets	$	—	$	558	$	2,200
Interest rate swaps (long-term portion)	Other assets	—		91		1,676
Total derivative assets		$	—	$	649	$	3,876
Interest rate swaps (short-term portion)	Other accrued expenses	$	2,512	$	90	$	—
Interest rate swaps (long-term portion)	Other long-term liabilities	4,277		292		—
Total derivative liabilities		$	6,789	$	382	$	—

The offset to the interest rate swap asset or liability is recorded as a component of equity, net of deferred taxes, in AOCI, and will be reclassified into earnings over the term of the underlying debt as interest payments are made.

The following table summarizes the changes in AOCI, net of tax, related to the Company’s interest rate swaps (in thousands):

	March 28, 2020		December 28, 2019		March 30, 2019
Beginning fiscal year AOCI balance	$	199	$	3,814	$	3,814
Current fiscal period loss recognized in OCI	(5,250)		(4,332)		(1,464)
Cumulative adjustment as a result of ASU 2017-12 adoption	—		717		717
Other comprehensive loss, net of tax	(5,250)		(3,615)		(747)
Ending fiscal period AOCI balance	$	(5,051)	$	199	$	3,067

Cash flows related to the interest rate swaps are included in operating activities on the Condensed Consolidated Statements of Cash Flows.

The following table summarizes the impact of pre-tax gains and losses derived from the Company’s interest rate swaps (in thousands):

		Fiscal Three Months Ended
	Financial Statement Location	March 28, 2020		March 30, 2019
Amount of losses recognized in OCI during the period	Other comprehensive loss	$	(7,056)	$	(1,947)

The following table summarizes the impact of taxes affecting AOCI as a result of the Company’s interest rate swaps (in thousands):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Income tax benefit of interest rate swaps on AOCI	$	(1,806)	$	(483)

Credit-risk-related contingent features

In accordance with the underlying interest rate swap agreements, the Company could be declared in default on its interest rate swap obligations if repayment of the underlying indebtedness (i.e., the Company’s term loans) is accelerated by the lender due to the Company's default on such indebtedness.

If the Company had breached any of the provisions in the underlying agreements at March 28, 2020, it could have been required to post full collateral or settle its obligations under the Company’s interest rate swap agreements. However, as of March 28, 2020, the Company had not breached any of these provisions or posted any collateral related to the underlying interest rate swap agreements.

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Commitments and Contingencies

3 Months Ended

Mar. 28, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies:

Construction and Real Estate Commitments

At March 28, 2020, there were no material commitments related to real estate or construction projects extending greater than twelve months.

Letters of Credit

At March 28, 2020, there were $39.0 million of outstanding letters of credit under the 2016 Senior Credit Facility.

Litigation

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

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Interest Rate Swaps Schedule of Changes in AOCI Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019	Dec. 28, 2019	Dec. 29, 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cumulative adjustment as a result of ASU 2017-12 adoption		$ 0
Other Comprehensive Income (Loss), Net of Tax	$ (5,250)	(1,464)
Beginning Balance [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			$ 199	$ 3,814
Accounting Standards Update 2017-12 [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cumulative adjustment as a result of ASU 2017-12 adoption	$ 0	$ 717	$ 717

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Fair Value of Financial Instruments	3 Months Ended
	Mar. 28, 2020
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments:Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.The Company’s financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and interest rate swaps.  Due to their short-term nature, the carrying values of cash and cash equivalents, short-term receivables, and trade payables approximate current fair value at each balance sheet date. As described in further detail in Note 5 to the Condensed Consolidated Financial Statements, the Company had $1.02 billion, $0.40 billion, and $0.63 billion in borrowings under its debt facilities at March 28, 2020, December 28, 2019, and March 30, 2019, respectively. Based on market interest rates (Level 2 inputs), the carrying value of borrowings in our debt facilities approximates fair value for each period reported. The fair value of the Company’s interest rate swaps is determined based on the present value of expected future cash flows using forward rate curves (a Level 2 input). As described in further detail in Note 6 to the Condensed Consolidated Financial Statements, the fair value of the interest rate swaps, excluding accrued interest, was a net liability of $6.8 million at March 28, 2020 and a net asset of $0.3 million and $3.9 million at December 28, 2019 and March 30, 2019, respectively.

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Senior Notes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 28, 2020	Dec. 28, 2019	Mar. 30, 2019	Aug. 14, 2017
Debt Instrument [Line Items]
Senior Notes	$ 150.0	$ 150.0	$ 150.0	$ 150.0
Senior Notes, Maturity Date	Aug. 14, 2029
Senior Notes, Interest Rate	3.70%
Shelf Note - Amount	$ 150.0
Shelf Notes - Maximum Maturity Date Range - in years	12 years
Shelf Notes - Maximum Issuance Date	August 14, 2020
Debt Instrument, Percentage of Principal Amount Redeemable	100.00%
Shelf Notes - Additional Interest Rate	Notes plus 0.50%

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accum. Other Comp. Income/(Loss)	Retained Earnings
Beginning balance, shares outstanding (in shares) at Dec. 29, 2018		121,828
Beginning balance, Stockholders' equity at Dec. 29, 2018	$ 1,561,820	$ 1,375	$ 823,413	$ (2,480,677)	$ 3,814	$ 3,213,895
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issuance under stock award plans & ESPP (in shares)		570
Common stock issuance under stock award plans & ESPP	34,732	$ 5	34,727
Share-based compensation	9,624		9,624
Repurchase of shares to satisfy tax obligations	(3,026)		(3,026)
Repurchase of common stock, shares (in shares)		(1,724)
Repurchase of common stock	(155,319)			(155,319)
Dividends paid	(37,623)					(37,623)
Change in fair value of interest rate swaps, net of taxes	(1,464)				(1,464)
Net income	76,832					76,832
Ending balance, shares outstanding (in shares) at Mar. 30, 2019		120,674
Ending balance, Stockholders' equity at Mar. 30, 2019	1,485,576	$ 1,380	864,738	(2,635,996)	3,067	3,252,387
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative adjustment as a result of ASU 2017-12 adoption	0				717	(717)
Beginning balance, shares outstanding (in shares) at Dec. 28, 2019		118,165
Beginning balance, Stockholders' equity at Dec. 28, 2019	1,567,123	$ 1,389	966,698	(3,013,996)	199	3,612,833
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issuance under stock award plans & ESPP (in shares)		280
Common stock issuance under stock award plans & ESPP	10,603	$ 2	10,601
Share-based compensation	6,945		6,945
Repurchase of shares to satisfy tax obligations	(5,407)		(5,407)
Repurchase of common stock, shares (in shares)		(2,853)
Repurchase of common stock	(263,219)			(263,219)
Dividends paid	(40,849)					(40,849)
Change in fair value of interest rate swaps, net of taxes	(5,250)				(5,250)
Net income	83,777					83,777
Ending balance, shares outstanding (in shares) at Mar. 28, 2020		115,592
Ending balance, Stockholders' equity at Mar. 28, 2020	$ 1,353,723	$ 1,391	$ 978,837	$ (3,277,215)	$ (5,051)	$ 3,655,761

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Capital Stock - Narrative (Details) - shares	Mar. 28, 2020	Dec. 28, 2019	Mar. 30, 2019
Equity [Abstract]
Common Stock, Shares Authorized	400,000,000	400,000,000	400,000,000
Preferred Stock, Shares Authorized	40,000	40,000	40,000

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Cover - shares	3 Months Ended
	Mar. 28, 2020	Apr. 25, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 28, 2020
Document Transition Report	false
Entity File Number	000-23314
Entity Registrant Name	TRACTOR SUPPLY CO /DE/
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3139732
Entity Address, Street Address	5401 Virginia Way
Entity Address, City	Brentwood
Entity Address, State	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	440-4000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of each class	Common Stock, $0.008 par value
Trading Symbol	TSCO
Name of each exchange on which registered	NASDAQ
Entity Central Index Key	0000916365
Entity Common Stock, Shares Outstanding		115,630,120
Current Fiscal Year End Date	--12-26
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

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Debt

3 Months Ended

Mar. 28, 2020

Debt Disclosure [Abstract]

Debt

Debt:

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

	March 28, 2020		December 28, 2019		March 30, 2019
Senior Notes	$	150.0	$	150.0	$	150.0
Senior Credit Facility:
February 2016 Term Loan	140.0		145.0		155.0
June 2017 Term Loan	85.0		87.5		91.3
March 2020 Term Loan	200.0		—		—
Revolving credit loans	445.0		15.0		232.0
Total outstanding borrowings	1,020.0		397.5		628.3
Less: unamortized debt issuance costs	(0.9)		(1.0)		(1.3)
Total debt	1,019.1		396.5		627.0
Less: current portion of long-term debt	(30.0)		(30.0)		(21.3)
Long-term debt	$	989.1	$	366.5	$	605.7
Outstanding letters of credit	$	39.0	$	32.0	$	35.4

Senior Notes

On August 14, 2017, the Company entered into a note purchase and private shelf agreement (the “Note Purchase Agreement”), pursuant to which the Company agreed to sell $150 million aggregate principal amount of senior unsecured notes due August 14, 2029 (the “2029 Notes”) in a private placement. The 2029 Notes bear interest at 3.70% per annum with interest payable semi-annually in arrears on each annual and semi-annual anniversary of the issuance date. The obligations under the Note Purchase Agreement are unsecured, but guaranteed by each of the Company’s material subsidiaries.

The Company may from time to time issue and sell additional senior unsecured notes (the “Shelf Notes”) pursuant to the Note Purchase Agreement, in an aggregate principal amount of up to $150 million. The Shelf Notes will have a maturity date of no more than 12 years after the date of original issuance and may be issued through August 14, 2020, unless earlier terminated in accordance with the terms of the Note Purchase Agreement.

Pursuant to the Note Purchase Agreement, the 2029 Notes and any Shelf Notes (collectively, the “Notes”) are redeemable by the Company, in whole at any time or in part from time to time, at 100% of the principal amount of the Notes being redeemed,

together with accrued and unpaid interest thereon and a make whole amount calculated by discounting all remaining scheduled payments on the Notes by the yield on the U.S. Treasury security with a maturity equal to the remaining average life of the Notes plus 0.50%.

Senior Credit Facility

On February 19, 2016, the Company entered into a senior credit facility (the “2016 Senior Credit Facility”) consisting of a $200 million term loan (the “February 2016 Term Loan”) and a $500 million revolving credit facility (the “Revolver”) with a sublimit of $50 million for swingline loans. This agreement is unsecured and matures on February 19, 2022.

On June 15, 2017, pursuant to an accordion feature available under the 2016 Senior Credit Facility, the Company entered into an incremental term loan agreement (the “June 2017 Term Loan”) which increased the term loan capacity under the 2016 Senior Credit Facility by $100 million. This agreement is unsecured and matures on June 15, 2022.

On March 12, 2020, pursuant to an accordion feature available under the 2016 Senior Credit Facility, the Company entered into an incremental term loan agreement (the “March 2020 Term Loan”) which increased the term loan capacity under the 2016 Senior Credit Facility by $200 million. This agreement is unsecured and matures on March 16, 2022.

The February 2016 Term Loan of $200 million requires quarterly payments totaling $10 million per year in years one and two and $20 million per year in years three through the maturity date, with the remaining balance due in full on the maturity date of February 19, 2022. The June 2017 Term Loan of $100 million requires quarterly payments totaling $5 million per year in years one and two and $10 million per year in years three through the maturity date, with the remaining balance due in full on the maturity date of June 15, 2022. The March 2020 Term Loan of $200 million is due in full on the maturity date of March 16, 2022. The 2016 Senior Credit Facility also contains a $500 million revolving credit facility (with a sublimit of $50 million for swingline loans).

Borrowings under the February 2016 Term Loan and Revolver bear interest at either the bank’s base rate (3.250% at March 28, 2020) or the London Inter-Bank Offer Rate (“LIBOR”) (0.989% at March 28, 2020) plus an additional amount ranging from 0.500% to 1.125% per annum (0.625% at March 28, 2020), adjusted quarterly based on our leverage ratio.  The Company is also required to pay, quarterly in arrears, a commitment fee for unused capacity ranging from 0.075% to 0.200% per annum (0.100% at March 28, 2020), adjusted quarterly based on the Company’s leverage ratio. Borrowings under the June 2017 Term Loan bear interest at either the bank’s base rate (3.250% at March 28, 2020) or LIBOR (0.989% at March 28, 2020) plus an additional 1.000% per annum. Borrowings under the March 2020 Term Loan bear interest at either the bank’s base rate (3.250% at March 28, 2020) or LIBOR (0.989% at March 28, 2020) plus an additional 0.750% per annum. As further described in Note 6 to the Condensed Consolidated Financial Statements, the Company has entered into interest rate swap agreements in order to hedge our exposure to variable rate interest payments associated with each of the term loans under the 2016 Senior Credit Facility.

Proceeds from the 2016 Senior Credit Facility may be used for working capital, capital expenditures, dividends, share repurchases, and other matters. There are no compensating balance requirements associated with the 2016 Senior Credit Facility.

Covenants and Default Provisions of the Debt Agreements

The 2016 Senior Credit Facility and the Note Purchase Agreement (collectively, the “Debt Agreements”) require quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio.  Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments).  The fixed charge coverage ratio shall be greater than or equal to 2.00 to 1.0 as of the last day of each fiscal quarter. The leverage ratio compares rental expense (excluding any straight-line rent adjustments) multiplied by a factor of six plus total debt to consolidated EBITDAR.  The leverage ratio shall be less than or equal to 4.00 to 1.0 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional indebtedness, capital expenditures, business operations, guarantees, investments, mergers, consolidations and sales of assets, prepayment of debts, transactions with subsidiaries or affiliates, and liens.  As of March 28, 2020, the Company was in compliance with all debt covenants.

The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, and invalidity of loan documents. Upon certain changes of control, payment under

the Debt Agreements could become due and payable. In addition, under the Note Purchase Agreement, upon an event of default or change of control, the make whole payment described above may become due and payable.

The Note Purchase Agreement also requires that, in the event the Company amends its 2016 Senior Credit Facility, or any subsequent credit facility of $100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Agreement or that are similar to those contained in the Note Purchase Agreement but which contain percentages, amounts, formulas or grace periods that are more restrictive than those set forth in the Note Purchase Agreement or are otherwise more beneficial to the lenders thereunder, the Note Purchase Agreement shall be automatically amended to include such additional or amended covenants and/or default provisions.

Subsequent Event - Amendment to Credit Facility

On April 22, 2020, the Company entered into a second amendment to the 2016 Senior Credit Facility (the “Second Amendment”) to, among other things, increase the option to increase the aggregate principal amount of Revolving Loan Commitments and Incremental Term Loans up to an amount not to exceed $650 million. Simultaneously with the Second Amendment, the Company entered into an Incremental Term Loan Agreement (the “April 2020 Term Loan”) in the amount of $350 million, which is in addition to the 2016 Senior Credit Facility’s existing term loan and revolving credit facility. The April 2020 Term Loan is unsecured and has a term expiring on April 21, 2021. Borrowings under the April 2020 Term Loan (i) will bear interest at a variable rate, (ii) do not require principal payments prior to the maturity date, (iii) may be prepaid at any time, and (iv) have other terms materially identical to the existing term loans under the Senior Credit Facility other than the 364 day maturity date and LIBOR floor of 0.75%.

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Income Taxes

3 Months Ended

Mar. 28, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes:

The Company’s effective income tax rate increased to 22.1% in the first quarter of fiscal 2020 compared to 22.0% in the first quarter of fiscal 2019. The primary driver for the increase in the Company’s effective income tax rate was attributable to a reduced tax benefit associated with share-based compensation in the first quarter of fiscal 2020.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in the U.S. on March 27, 2020. We do not anticipate that the enactment of this legislation will significantly impact our full year effective tax rate in fiscal 2020; however, we continue to evaluate the potential impact that the legislation will have on the timing of our tax payments.

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Accounting Changes and Error Corrections (Policies)

3 Months Ended

Mar. 28, 2020

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements Recently Adopted and Not Yet Adopted

New Accounting Pronouncements:

New Accounting Pronouncements Recently Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The new guidance applies to financial assets measured at amortized cost basis, including receivables that result from revenue transactions and held-to-maturity debt securities. This guidance is effective for

fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption was permitted for fiscal years beginning after December 15, 2018. The Company adopted this guidance in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures.  This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This update clarifies the accounting treatment for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted.  The amendments may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2020. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR) related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company does not expect the adoption of this guidance to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

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Interest Rate Swaps (Tables)

3 Months Ended

Mar. 28, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Assets/Liabilities at Fair Value, Excluding Accrued Interest

The assets and liabilities measured at fair value related to the Company’s interest rate swaps, excluding accrued interest, were as follows (in thousands):

Derivatives Designated as Cash Flow Hedges	Balance Sheet Location	March 28, 2020		December 28, 2019		March 30, 2019
Interest rate swaps (short-term portion)	Other current assets	$	—	$	558	$	2,200
Interest rate swaps (long-term portion)	Other assets	—		91		1,676
Total derivative assets		$	—	$	649	$	3,876
Interest rate swaps (short-term portion)	Other accrued expenses	$	2,512	$	90	$	—
Interest rate swaps (long-term portion)	Other long-term liabilities	4,277		292		—
Total derivative liabilities		$	6,789	$	382	$	—

Derivative Instruments, Gain (Loss)

The following table summarizes the changes in AOCI, net of tax, related to the Company’s interest rate swaps (in thousands):

	March 28, 2020		December 28, 2019		March 30, 2019
Beginning fiscal year AOCI balance	$	199	$	3,814	$	3,814
Current fiscal period loss recognized in OCI	(5,250)		(4,332)		(1,464)
Cumulative adjustment as a result of ASU 2017-12 adoption	—		717		717
Other comprehensive loss, net of tax	(5,250)		(3,615)		(747)
Ending fiscal period AOCI balance	$	(5,051)	$	199	$	3,067

Derivative Instruments, Gain (Loss), pre-tax

The following table summarizes the impact of pre-tax gains and losses derived from the Company’s interest rate swaps (in thousands):

		Fiscal Three Months Ended
	Financial Statement Location	March 28, 2020		March 30, 2019
Amount of losses recognized in OCI during the period	Other comprehensive loss	$	(7,056)	$	(1,947)

Derivative Instruments, Gain (Loss), tax impact

The following table summarizes the impact of taxes affecting AOCI as a result of the Company’s interest rate swaps (in thousands):

	Fiscal Three Months Ended
	March 28, 2020		March 30, 2019
Income tax benefit of interest rate swaps on AOCI	$	(1,806)	$	(483)

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Segment Reporting Number of Reportable Segments (Details)	3 Months Ended
	Mar. 28, 2020 segment
Segment Reporting [Abstract]
Number of Reportable Segments	1

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Treasury Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 28, 2020	Mar. 30, 2019
Equity, Class of Treasury Stock [Line Items]
Board-approved share repurchase program of common stock	$ 4,500,000
Remaining authorization under the share repurchase program	$ 1,220,000
Total number of shares repurchased	2,853	1,724
Average price paid per share	$ 92.28	$ 90.09
Total cash paid for share repurchases	$ 263,219	$ 155,319