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): November 14, 2001 TIFFANY & CO. (Exact name of Registrant as specified in its charter) Delaware 1-9494 13-3228013 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification Number) 727 Fifth Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 755-8000 Item 5. Other Events. On November 14, 2001, the Registrant issued the following press release announcing its sales and earnings for the three-month period ending October 31, 2001: NEW YORK, November 14, 2001 - Tiffany & Co. (NYSE-TIF) reported its results for the third quarter ended October 31, 2001. Net sales of $333,074,000 were 10 percent lower than $372,074,000 a year ago. Net earnings declined 34 percent to $24,028,000, or 16 cents per diluted share, compared with $36,320,000, or 24 cents per diluted share, in the third quarter of 2000. In the nine months (year-to-date) ended October 31, 2001, net sales of $1,040,776,000 were 5 percent below $1,091,665,000 a year ago. Net earnings declined 14 percent to $90,842,000, or 60 cents per diluted share, from $105,910,000, or 70 cents per diluted share, in 2000. On a constant-exchange-rate basis which excludes the effect of translating local-currency-denominated sales into U.S. dollars, Tiffany's worldwide net sales declined 7 percent in the quarter and 1 percent in the year-to-date, and worldwide comparable store sales declined 11 percent in the quarter and 4 percent in the year-to-date. Michael J. Kowalski, president and chief executive officer, said, "The current retail environment is clearly a difficult one, with numerous factors having an adverse effect on the mood of consumers in the U.S. and around the world. For Tiffany, the environment also contrasts sharply with the third quarter of 2000 when we achieved sales and earnings growth of 15 percent and 65 percent. However, Tiffany maintains a leading industry position and is poised to deliver strong financial performance when external conditions ultimately improve." Results in Tiffany's three channels of distribution were as follows: o U.S. Retail sales in the third quarter declined 17 percent to $152,068,000 and year-to-date sales declined 8 percent to $497,243,000. Comparable store sales declined 19 percent in the third quarter and 10 percent in the year-to-date. For the third quarter and year-to-date, comparable store sales declined 29 percent and 17 percent in Tiffany's flagship New York store and declined 16 percent and 8 percent in U.S. branch stores. Sales declines resulting from a smaller average transaction size were compounded by a reduction in store traffic since the tragic events of September 11th. New stores that opened this year in San Jose and Tampa have performed well. 1 o International Retail sales in the third quarter declined 5 percent to $147,220,000 and year-to-date sales declined 2 percent to $444,217,000. On a constant-exchange-rate basis in the third quarter and year-to-date, International Retail sales increased 4 percent and 7 percent. By major region, comparable store sales on a constant-exchange-rate basis in the third quarter and year-to-date rose 1 percent and 4 percent in Japan; declined 4 percent and were unchanged in other Asia-Pacific markets; and declined 12 percent and rose 5 percent in Europe. o Direct Marketing sales in the third quarter declined 3 percent to $33,786,000 and year-to-date sales increased 4 percent to $99,316,000. Tiffany's Business Sales Division (name changed from Corporate Division) experienced declines of 20 percent and 6 percent in the third quarter and year-to-date. However, combined Catalog/Internet sales increased 19 percent and 18 percent in those periods. Mr. Kowalski continued, "We are focused on Tiffany's substantial long-term growth potential. Fortunately, we possess the financial strength to continue our planned investments in new stores, product development and related infrastructure. Year-to-date, we opened two new stores in the U.S. and five internationally, with new stores opening in the fourth quarter in Tokyo, London (a third location), Rome and Beijing. Additionally, we've complemented our product assortment with a number of exciting new jewelry designs, including our magnificent Lace jewelry collection." "We have been dealing with varying degrees of global uncertainty and at mid-year we projected difficult retail conditions for the remainder of 2001. Of course, any forecast is always subject to numerous uncertainties, but we now believe that a challenging retail environment will persist through the first half of 2002. We have not yet seen improvement in the beginning of November, but year-over-year U.S. comparisons will ease in the coming weeks. Based on our assumptions, we expect overall sales in the fourth quarter to decline from last year by a mid-single-digit percentage. This would result from comparable store sales declining by a low-double-digit percentage in the U.S. and, internationally on a constant-exchange-rate basis, increasing by low-single-digits in Japan with no growth in Asia-Pacific outside Japan or in Europe. Combined with a modest increase in gross margin due to sales mix as well as continued expense control, we continue to expect fourth quarter earnings in the range of 49 - 56 cents per diluted share (versus 56 cents last year), and full year earnings in the range of $1.09 - $1.16 per diluted share (versus $1.26 in 2000). Our preliminary expectation for 2002 continues to call for single-digit percentage earnings growth on a full-year basis due to gradually improving comparable store sales trends, as well as ongoing benefits from our initiatives in store expansion, product development and marketing communication. As we formulate our plans in the coming months, we will provide greater clarification of our expectations. We plan to report holiday sales on Tuesday January 8th," Mr. Kowalski concluded. 2 In its authorized program, the Company repurchased and retired 1,250,000 shares of its Common Stock in the third quarter at an average cost of $22.39 per share. Approximately $61,000,000 remains available for future repurchases in the program that expires in 2003. The Company will host a conference call today at 8:30 a.m. (EST) to review its third quarter results and outlook. Interested parties may listen to a broadcast on the Internet at www.shareholder.com/tiffany, www.vcall.com or www.streetevents.com. Tiffany & Co. is the internationally renowned jeweler and specialty retailer. Sales are made primarily through company-operated TIFFANY & CO. stores and boutiques in the Americas, Asia-Pacific and Europe. Direct Marketing includes Tiffany's Business Sales division, catalog and Internet sales. Additional information can be found on Tiffany's Web site, www.tiffany.com, and on its shareholder information line (800) TIF-0110. This press release contains certain "forward-looking" statements concerning expectations for sales, margins, expenses and earnings. Actual results might differ materially from those projected in the forward-looking statements. Information concerning factors that could cause actual results to differ materially are set forth in Tiffany's 2000 Annual Report and in Form 10-K, 10-Q and 8-K Reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. # # # 3 TIFFANY & CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited, in thousands, except per share amounts) Three months Nine months ended October 31, ended October 31, ---------------------------------- ------------------------------------ 2001 2000 2001 2000 ------------- ------------- -------------- --------------- Net sales $ 333,074 $ 372,074 $ 1,040,776 $ 1,091,665 Cost of sales 140,235 165,709 441,926 484,137 ------------- ------------- -------------- --------------- Gross profit 192,839 206,365 598,850 607,528 Selling, general and administrative expenses 146,798 143,313 437,918 424,004 ------------- ------------- -------------- --------------- Earnings from operations 46,041 63,052 160,932 183,524 Other expenses, net 5,993 2,516 9,527 7,005 ------------- ------------- -------------- --------------- Earnings before income taxes 40,048 60,536 151,405 176,519 Provision for income taxes 16,020 24,216 60,563 70,609 ------------- ------------- -------------- --------------- Net earnings $ 24,028 $ 36,320 $ 90,842 $ 105,910 ============= ============= ============== =============== Net earnings per share: Basic $ 0.17 $ 0.25 $ 0.62 $ 0.73 ============= ============= ============== =============== Diluted $ 0.16 $ 0.24 $ 0.60 $ 0.70 ============= ============= ============== =============== Weighted average number of common shares: Basic 145,273 145,809 145,743 145,357 Diluted 150,114 152,136 151,046 151,853 Certain reclassifications were made to the prior year's condensed consolidated statements of earnings. 4 TIFFANY & CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands) October 31, January 31, October 31, 2001 2001 2000 ------------------ ------------------ ------------------- ASSETS Current assets: Cash and cash equivalents $ 106,404 $ 195,613 $ 121,143 Accounts receivable, net 99,094 106,988 100,662 Inventories, net 702,752 651,717 657,106 Deferred income taxes 38,030 28,069 36,525 Prepaid expenses and other current assets 42,795 22,458 42,499 -------------- -------------- -------------- Total current assets 989,075 1,004,845 957,935 Property, plant and equipment, net 511,271 423,244 356,847 Deferred income taxes 5,360 7,282 5,046 Other assets, net 151,087 132,969 132,831 -------------- -------------- -------------- $ 1,656,793 $ 1,568,340 $ 1,452,659 ============== ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 113,331 $ 28,778 $ 36,850 Obligation under capital lease 45,221 40,747 0 Accounts payable and accrued liabilities 183,685 189,531 213,848 Income taxes payable 2,543 42,085 5,750 Merchandise and other customer credits 35,418 36,057 32,679 -------------- -------------- -------------- Total current liabilities 380,198 337,198 289,127 Long-term debt 237,548 242,157 247,859 Postretirement/employment benefit obligations 28,822 26,134 25,444 Other long-term liabilities 41,806 37,368 36,170 Stockholders' equity 968,419 925,483 854,059 -------------- -------------- -------------- $ 1,656,793 $ 1,568,340 $ 1,452,659 ============== ============== ============== Certain reclassifications were made to the prior periods' condensed consolidated balance sheets. 5 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. TIFFANY & CO. BY: /s/ Patrick B. Dorsey ____________________________________ Senior Vice President, Secretary and General Counsel Date: November 14, 2001 6