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): May 14, 2002 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 May 14, 2002, Registrant issued the following press release reporting sales and earnings were up in the first quarter that ended April 30, 2002. NEW YORK, May 14, 2002 - Tiffany & Co. (NYSE-TIF) reported increased sales and earnings in the three months (first quarter) ended April 30, 2002. Higher retail sales in the U.S., as well as an increased gross margin resulting from favorable sales mix and product sourcing efficiencies, were the primary contributors to the earnings growth. Net sales of $347,129,000 in the first quarter were 3 percent higher than $336,401,000 in the prior year. On a constant exchange rate basis that excludes translation effects between foreign currencies and the U.S. dollar, net sales increased 6 percent and comparable store sales rose 1 percent. Net earnings in the first quarter increased 6 percent to $32,709,000, or 22 cents per diluted share, compared with $30,762,000, or 20 cents per diluted share, in the prior year. Results were consistent with the Company's guidance provided in a press release on April 25, 2002. In Tiffany's three channels of distribution: o U.S. Retail sales increased 4 percent to $165,670,000. Comparable store sales increased 2 percent, comprised of 2 percent comparable store sales growth in Tiffany's branch stores and a less-than-1 percent sales decline in Tiffany's New York flagship store. Sales growth benefited from increased numbers of transactions, but the average transaction size was lower. Sales to foreign tourists in certain markets also declined. New stores opened in the past year generated strong initial results. o International Retail sales rose 1 percent to $147,638,000. On a constant exchange rate basis, however, International Retail sales increased 8 percent. On that basis, comparable retail store sales declined 1 percent in Japan (total retail sales in Japan rose 7 percent), increased 5 percent in other Asia-Pacific markets and declined 5 percent in Europe. o Direct Marketing sales increased 9 percent to $33,821,000. Combined catalog/internet sales rose 37 percent and Business sales declined 11 percent. Michael J. Kowalski, president and chief executive officer, said, "We are certainly encouraged with the improved U.S. trends during the first quarter and are pleased with the 19% increase in earnings from operations. Tiffany's reputation continues to strengthen among a growing customer base that appreciates the extraordinary designs and quality of our product offerings. We will introduce new jewelry designs and timepieces later this year which we expect will further reinforce our reputation for excellence." He added, "Tiffany's internal initiatives are exciting and promising. However, the external environment remains unsettled with an uncertain near-term outlook. Therefore, we believe it is prudent to maintain our previous expectations that are based upon challenging U.S. and international conditions in the coming months followed by improvement - 1 - in the second half of the year. As such, Tiffany's net earnings per diluted share expectations call for: 22-24 cents in the second quarter (compared with 24 cents in the prior year); 18-20 cents in the third quarter (compared with 16 cents); and 64-67 cents in the fourth quarter (compared with 55 cents)." The Company will host a conference call today at 8:30 a.m. (EST) to review its first 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 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 2001 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. # # # - 2 - TIFFANY & CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited, in thousands, except per share amounts) Three months ended April 30, --------------------------------- 2002 2001 ------------ ------------- Net sales $ 347,129 $ 336,401 Cost of sales 140,714 146,261 ------------ ------------- Gross profit 206,415 190,140 Selling, general and administrative expenses 147,849 140,919 ------------ ------------- Earnings from operations 58,566 49,221 Other expense (income), net 4,052 (2,047) ------------ ------------- Earnings before income taxes 54,514 51,268 Provision for income taxes 21,805 20,506 ------------ ------------- Net earnings $ 32,709 $ 30,762 ============ ============= Net earnings per share: Basic $ 0.22 $ 0.21 ============ ============= Diluted $ 0.22 $ 0.20 ============ ============= Weighted average number of common shares: Basic 145,434 145,915 Diluted 150,181 151,304 - 3 - TIFFANY & CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands) April 30, January 31, April 30, 2002 2002 2001 ----------------- ----------------- ----------------- ASSETS Current assets: Cash and cash equivalents $ 145,265 $ 173,675 $ 124,695 Accounts receivable, net 100,982 98,527 94,011 Inventories, net 653,082 611,653 665,893 Deferred income taxes 45,796 41,170 33,383 Prepaid expenses and other current assets 33,841 29,389 36,715 ------------- ------------- ------------- Total current assets 978,966 954,414 954,697 Property, plant and equipment, net 540,384 525,585 444,489 Deferred income taxes 5,452 4,560 4,917 Other assets, net 145,659 145,309 138,187 ------------- ------------- ------------- $ 1,670,461 $ 1,629,868 $ 1,542,290 ============= ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 41,975 $ 40,402 $ 33,933 Current portion of long-term debt 51,500 51,500 - Obligation under capital lease - - 41,581 Accounts payable and accrued liabilities 171,906 161,782 162,942 Income taxes payable 27,743 48,997 21,794 Merchandise and other customer credits 38,184 38,755 36,135 ------------- ------------- ------------- Total current liabilities 331,308 341,436 296,385 Long-term debt 181,995 179,065 236,141 Postretirement/employment benefit obligations 31,333 29,999 27,030 Other long-term liabilities 43,337 42,423 37,596 Stockholders' equity 1,082,488 1,036,945 945,138 ------------- ------------- ------------- $ 1,670,461 $ 1,629,868 $ 1,542,290 ============= ============= ============= - 4 - 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 ------------------------------------ Patrick B. Dorsey Senior Vice President, Secretary and General Counsel Date: May 14, 2002 - 5 -