8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of Earliest Event Reported): January 28, 2015

Tractor Supply Company

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	000-23314	13-3139732
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5401 Virginia Way, Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (615) 440-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 28, 2015, Tractor Supply Company (the "Company") issued a press release reporting its results of operations for the fourth fiscal quarter and full year ended December 27, 2014. Additionally, the Company provided its guidance for the results of operations expected for fiscal 2015.

A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired: None

(b) Pro Forma Financial Information: None

(c) Exhibits:

This exhibit is furnished pursuant to Items 2.02 hereof and should not be deemed to be "filed" under the Securities Exchange Act of 1934.

SIGNATURES

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 hereunto duly authorized.

	Tractor Supply Company
January 28, 2015	By:	/s/ Anthony F. Crudele
		Name: Anthony F. Crudele
		Title: Executive Vice President - Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 28, 2015

EX-99.1

www.TractorSupply.com

TRACTOR SUPPLY COMPANY REPORTS

FOURTH QUARTER AND FULL YEAR 2014 RESULTS

Fourth Quarter Earnings per Share Increased 19.1% to $0.81

Fourth Quarter Sales Increased 12.0% to $1.58 Billion and Comparable Store Sales Increased 5.3%

Full Year Earnings per Share Increased 14.7% to $2.66

Brentwood, Tennessee, January 28, 2015 - Tractor Supply Company (NASDAQ: TSCO), the largest rural lifestyle retail store chain in the United States, today announced financial results for its fourth quarter and fiscal year ended December 27, 2014. Additionally, the Company provided its initial outlook for fiscal 2015.

Fourth Quarter 2014 Results

Net sales increased12.0% to $1.58 billion from $1.42 billion in the fourth quarter of 2013. Comparable store sales increased 5.3% versus a 3.5% increase in the prior year’s fourth quarter. The increase in comparable store sales was broad based and driven by increases in both traffic and ticket. Comparable store transaction count increased 3.0% and average ticket increased 2.3%. The increase in comparable store sales was driven by a strong winter seasonal business, solid performance in consumable, usable and edible (C.U.E.) products and an increase in sales of big ticket items. In addition, hardline products such as fencing, truck accessories and tools also performed well.

Gross profit increased12.5% to $539.6 million from $479.7 million in the prior year’s fourth quarter and gross margin rate increased10 basis points to 34.0% from 33.9% in the prior-year period. The improvement in gross margin rate resulted primarily from price management as the favorable, colder weather early in the quarter created strong demand for winter goods, resulting in fewer seasonal markdowns. This was partially offset by higher transportation costs primarily due to our continued western store expansion.

Selling, general and administrative (SG&A) expenses, including depreciation and amortization, increased8.8% to $361.9 million. As a percent of sales, SG&A expenses improved 70 basis points to 22.8% from 23.5% in the fourth quarter last year. The improvement as a percent of sales was primarily attributable to the leverage of store operating costs provided by the strong comparable store sales growth and lower year-over-year incentive compensation expense.

Net income increased16.9% to $112.1 million from $95.9 million and diluted earnings per share increased 19.1% to $0.81 from $0.68 in the fourth quarter of the prior year.

The Company opened 22 new stores and closed one store in the fourth quarter of 2014 compared to 31 new store openings and no store closures in the prior year’s fourth quarter.

Greg Sandfort, President and Chief Executive Officer, stated, “Across the board, we had a strong fourth quarter and are pleased with our results. Sales growth was broad-based across all of our major product categories and geographic regions and was well balanced between both traffic and ticket. The fourth quarter was our 27^th consecutive quarter of positive comparable store transaction counts. The team did an excellent job of managing product assortments, inventory, and pricing levels to capitalize on early consumer buying trends and drove both sales and margin growth in the quarter. It is my belief that our fourth quarter and full year results reflect our ability to effectively manage seasonal inventory investments, pricing and sell-through during seasonal changes and weather variations.”

Full Year Results

Net sales increased10.6% to $5.71 billion from $5.16 billion in fiscal 2013. Comparable store sales increased 3.8% versus a 4.8% increase in fiscal 2013. Gross profit increased11.2% to $1.95 billion from $1.75 billion and gross margin increased10 basis points to 34.1% of sales from 34.0% of sales in fiscal 2013.

Selling, general and administrative expenses, including depreciation and amortization, increased 9.8% to $1.36 billion, and improved as a percent of sales to 23.8% compared to 24.0% for fiscal 2013.

Net income increased13.0% to $370.9 million from $328.2 million and net income per diluted share increased14.7% to $2.66 from $2.32 for fiscal 2013.

The Company opened 107 new stores and closed one store during fiscal 2014 compared to 102 new store openings and two store closures during fiscal 2013.

Company Outlook

The Company anticipates net sales for fiscal 2015 will range between $6.2 billion and $6.3 billion, with comparable store sales expected to increase 2.5% to 4.0%. The Company projects fiscal 2015 full year net income to range from $2.95 to $3.05 per diluted share. For the full year, the Company expects capital expenditures to range between $240 million and $250 million, including spending to support 110 to 115 new store openings and construction of a new Southwest distribution center in Casa Grande, Arizona to open in fiscal 2015.

Conference Call Information

Tractor Supply Company will be hosting a conference call at 5:00 p.m. Eastern Time today to discuss the quarterly and full year results. The call will be broadcast simultaneously over the Internet on the Company’s website at TractorSupply.com and can be accessed under the link “Investor Relations.” The webcast will be archived shortly after the conference call concludes and will be available through February 11, 2015.

Please allow extra time prior to the call to visit the site and download the streaming media software required to listen to the Internet broadcast.

About Tractor Supply Company

At December 27, 2014, Tractor Supply Company operated 1,382 stores in 49 states. The Company’s stores are focused on supplying the lifestyle needs of recreational farmers and ranchers and others who enjoy the rural lifestyle, as well as tradesmen and small businesses. Stores are located primarily in towns outlying major metropolitan markets and in rural communities. The Company offers the following comprehensive selection of merchandise: (1) equine, livestock, pet and small animal products, including items necessary for their health, care, growth and containment; (2) hardware, truck, towing and tool products; (3) seasonal products, including heating, lawn and garden items, power equipment, gifts and toys; (4) work/recreational clothing and footwear; and (5) maintenance products for agricultural and rural use.

Forward Looking Statements

As with any business, all phases of the Company’s operations are subject to influences outside its control. This information contains certain forward-looking statements, including statements regarding sales and earnings growth, estimated results of operations, capital expenditures and new store openings in future periods. These forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to the finalization of the Company’s quarterly financial and accounting procedures, and may be affected by certain risks and uncertainties, any one, or a combination, of which could materially affect the results of the Company’s operations. These factors include, without limitation, general economic conditions affecting consumer spending, 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 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 manner and number currently contemplated, the impact of new stores on our business, competition, 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, potential judgments, fines, legal fees and other costs, breach of information systems or theft of customer data, ongoing and potential future legal or regulatory proceedings, management of our information systems, failure to secure or 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, changes in accounting standards, assumptions and estimates. Forward-looking statements made by or on behalf of the Company are based on knowledge of its business and the environment in which it operates, but because of the factors listed above, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and those contained in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. There can be no assurance that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

(Financial tables to follow)

Condensed Consolidated Statements of Income

(Unaudited)

(in thousands, except per share amounts)

	FOURTH QUARTER ENDED									YEAR ENDED
	December 27, 2014				December 28, 2013					December 27, 2014				December 28, 2013
			% of					% of				% of				% of
			Sales					Sales				Sales				Sales
Net sales	$	1,584,254	100.0	%	$	1,415,089		100.0	%	$	5,711,715	100.0	%	$	5,164,784	100.0	%
Cost of merchandise sold	1,044,659		66.0		935,377			66.1		3,761,300		65.9		3,411,175		66.0
Gross profit	539,595		34.0		479,712			33.9		1,950,415		34.1		1,753,609		34.0
Selling, general and administrative expenses	331,780		20.9		305,665			21.6		1,246,308		21.8		1,138,934		22.1
Depreciation and amortization	30,114		1.9		26,969			1.9		114,635		2.0		100,025		1.9
Operating income	177,701		11.2		147,078			10.4		589,472		10.3		514,650		10.0
Interest expense, net	618		—		(528		)	—		1,885		—		557		—
Income before income taxes	177,083		11.2		147,606			10.4		587,587		10.3		514,093		10.0
Income tax expense	65,021		4.1		51,725			3.6		216,702		3.8		185,859		3.6
Net income	$	112,062	7.1	%	$	95,881		6.8	%	$	370,885	6.5	%	$	328,234	6.4	%
Net income per share:
Basic	$	0.82			$	0.69				$	2.69			$	2.35
Diluted	$	0.81			$	0.68				$	2.66			$	2.32
Weighted average shares outstanding:
Basic	136,194				139,749					137,769				139,415
Diluted	137,733				141,829					139,435				141,723
Dividends declared per common share outstanding	$	0.16			$	0.13				$	0.61			$	0.49

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	December 27, 2014			December 28, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	51,134		$	142,743
Inventories	1,115,450			979,308
Prepaid expenses and other current assets	66,444			57,359
Deferred income taxes	40,962			29,838
Total current assets	1,273,990			1,209,248
Property and equipment:
Land	79,571			73,350
Buildings and improvements	698,462			581,938
Furniture, fixtures and equipment	453,692			408,021
Computer software and hardware	154,818			140,222
Construction in progress	30,803			65,312
	1,417,346			1,268,843
Accumulated depreciation and amortization	(696,346		)	(603,911		)
Property and equipment, net	721,000			664,932
Goodwill	10,258			10,258
Deferred income taxes	8,782			92
Other assets	20,541			18,861
Total assets	$	2,034,571		$	1,903,391
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	370,823		$	316,487
Accrued employee compensation	37,056			50,573
Other accrued expenses	182,565			155,615
Current portion of capital lease obligations	213			42
Income taxes payable	12,436			9,424
Total current liabilities	603,093			532,141
Capital lease obligations, less current maturities	4,957			1,200
Deferred rent	79,807			76,930
Other long-term liabilities	53,153			46,226
Total liabilities	741,010			656,497
Stockholders’ equity:
Common stock	1,342			1,331
Additional paid-in capital	510,997			452,668
Treasury stock	(1,137,085		)	(838,588		)
Retained earnings	1,918,307			1,631,483
Total stockholders’ equity	1,293,561			1,246,894
Total liabilities and stockholders’ equity	$	2,034,571		$	1,903,391

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	YEAR ENDED
	December 27, 2014			December 28, 2013
Cash flows from operating activities:
Net income	$	370,885		$	328,234
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	114,635			100,025
Loss on disposition of property and equipment	389			35
Stock compensation expense	16,173			13,893
Excess tax benefit of stock options exercised	(18,850		)	(43,517		)
Deferred income taxes	(19,814		)	(8,309		)
Change in assets and liabilities:
Inventories	(136,142		)	(71,192		)
Prepaid expenses and other current assets	(9,085		)	(5,551		)
Accounts payable	54,336			(3,905		)
Accrued employee compensation	(13,517		)	2,173
Other accrued expenses	20,365			9,938
Income taxes payable	21,862			9,582
Other	7,941			2,275
Net cash provided by operating activities	409,178			333,681
Cash flows from investing activities:
Capital expenditures	(160,613		)	(218,200		)
Proceeds from sale of property and equipment	331			477
Decrease in restricted cash	—			8,400
Net cash used in investing activities	(160,282		)	(209,323		)
Cash flows from financing activities:
Borrowings under revolving credit agreement	355,000			185,000
Repayments under revolving credit agreement	(355,000		)	(185,000		)
Excess tax benefit of stock options exercised	18,850			43,517
Principal payments under capital lease obligations	(114		)	(38		)
Repurchase of shares to satisfy tax obligations	(4,766		)	(4,142		)
Repurchase of common stock	(298,497		)	(129,416		)
Net proceeds from issuance of common stock	28,083			38,318
Cash dividends paid to stockholders	(84,061		)	(68,484		)
Net cash used in financing activities	(340,505		)	(120,245		)
Net (decrease) increase in cash and cash equivalents	(91,609		)	4,113
Cash and cash equivalents at beginning of period	142,743			138,630
Cash and cash equivalents at end of period	$	51,134		$	142,743
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	906		$	780
Income taxes	213,637			188,003
Supplemental disclosures of non-cash activities:
Property acquired through capital lease	$	4,042		$	—
Non-cash accruals for construction in progress	14,843			8,258

Selected Financial and Operating Information

(Unaudited)

	FOURTH QUARTER ENDED		YEAR ENDED
	December 27, 2014	December 28, 2013	December 27, 2014	December 28, 2013
Sales Information:
Comparable store sales increase	5.3%	3.5%	3.8%	4.8%
New store sales (% of total sales)	5.9%	6.0%	6.2%	5.4%
Average transaction value	$46.62	$45.50	$44.84	$44.48
Comparable store average transaction value increase (decrease)	2.3%	(1.5)%	0.6%	0.0%
Comparable store average transaction count increase	3.0%	5.1%	3.2%	4.7%
Total selling square footage (000’s)	22,176	20,470	22,176	20,470
Store Count Information:
Beginning of period	1,361	1,245	1,276	1,176
New stores opened	22	31	107	102
Stores closed	(1)	—	(1)	(2)
End of period	1,382	1,276	1,382	1,276
Pre-opening costs (000’s)	$1,753	$2,013	$8,888	$7,756
Balance Sheet Information:
Average inventory per store (000’s) (a)	$752.7	$723.5	$752.7	$723.5
Inventory turns (annualized)	3.50	3.52	3.32	3.29
Share repurchase program:
Cost (000’s)	$54,115	$38,816	$298,497	$129,416
Average purchase price per share	$62.35	$72.52	$63.99	$56.59
Capital Expenditures (millions):
New and relocated stores and stores not yet opened	$18.1	$17.6	$80.8	$69.1
Distribution center capacity and improvements	7.6	4.0	9.2	44.9
Information technology	4.3	7.0	22.7	29.8
Existing stores	4.0	9.2	20.0	22.3
Corporate and other	1.2	15.7	27.9	40.7
Purchase of previously leased stores	—	7.9	—	11.4
Total	$35.2	$61.4	$160.6	$218.2

^(a) Assumes average inventory cost, excluding inventory in transit.