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: November 26, 2013

TIFFANY & CO.

(Exact name of Registrant as specified in its charter)

Delaware	1-9494	13-3228013
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 Fifth Avenue, New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (212) 755-8000

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 (see General Instruction A.2. below):

¨ 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 November 26, 2013, Registrant issued a press release announcing its unaudited earnings and results of operations for the third quarter ended October 31, 2013. A copy of the November 26, 2013 press release is attached hereto as Exhibit 99.1 to this Form 8-K.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release Dated November 26, 2013.

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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.
	(Registrant)
	By: /s/ Patrick B. Dorsey
	Patrick B. Dorsey
	Senior Vice President, Secretary
	and General Counsel
Date: November 26, 2013

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release Dated November 26, 2013.

EX-99.1

EXHIBIT 99.1

TIFFANY & CO.

NEWS RELEASE

Fifth Avenue & 57th Street	Contact:
New York, N.Y. 10022	Mark L. Aaron
	212-230-5301
	mark.aaron@tiffany.com

TIFFANY REPORTS THIRD QUARTER RESULTS

New York, N.Y., November 26, 2013 -- Tiffany & Co. (NYSE: TIF) today reported a 50% increase in net earnings in its third quarter ended October 31, 2013, largely resulting from 7% growth in worldwide net sales and a higher operating margin. The strong earnings growth in the quarter led management to increase its full year forecast.

Michael J. Kowalski, chairman and chief executive officer, said, “We are very pleased with our overall results. Worldwide sales growth in the quarter demonstrated the growing power of the TIFFANY & CO. brand and the benefits of our expanding global presence. Operating earnings rose faster than sales, reflecting favorable product cost trends and ongoing well-controlled expenses. We’re experiencing excellent customer response to our expanded fashion jewelry designs, highlighted by the ATLAS collection, as well as continued growth in our fine and statement jewelry, with particular strength in our yellow diamond collection.”

In the three months (“third quarter”) ended October 31, 2013:

▪ Worldwide net sales increased 7% to $911 million. On a constant-exchange-rate basis that excludes the effect of translating foreign-currency-denominated sales into U.S. dollars (see “Non-GAAP Measures”), worldwide net sales rose 11%, and comparable store sales rose 7% due to growth in all regions.

▪ Net earnings rose 50% to $95 million, or $0.73 per diluted share, compared with $63 million, or $0.49 per diluted share, a year ago.

In the nine months (“year-to-date”) ended October 31, 2013:

▪ Worldwide net sales rose 7% to $2.7 billion. On a constant-exchange-rate basis, worldwide net sales increased 11% and comparable store sales rose 7% due to increases in all regions.

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▪ Net earnings increased 20% to $285 million, or $2.21 per diluted share, versus $237 million, or $1.85 per diluted share, a year ago. Expenses of $9 million, or $0.05 per diluted share, had been recorded in this year’s first quarter for staff and occupancy reductions; excluding those costs, net earnings in the year-to-date increased 23% to $291 million, or $2.26 per diluted share (see “Non-GAAP Measures”).

Net sales highlights were as follows:

▪ Total sales in the Americas region increased 4% to $417 million in the third quarter and 4% to $1.3 billion in the year-to-date. On a constant-exchange-rate basis, total sales increased 5% in the quarter and 4% in the year-to-date, and comparable store sales rose 1% in both the quarter and year-to-date due to growth in Tiffany’s New York flagship store sales.

▪ In the Asia-Pacific region, total sales increased 27% to $238 million in the third quarter and 20% to $670 million in the year-to-date. On a constant-exchange-rate basis, total sales increased 29% and 21% in the respective periods, and comparable store sales rose 22% and 15% due to strong sales growth throughout the region.

▪ Tiffany’s business in Japan continued to perform well in the third quarter. A negative translation effect from a substantially weaker yen versus the U.S. dollar caused total sales to decline 13% to $128 million in the third quarter and 8% to $409 million in the year-to-date. However, on a constant-exchange-rate basis, total sales rose 9% in the quarter and 12% in the year-to-date, primarily due to comparable store sales growth of 5% and 11%.

▪ In Europe, total sales increased 7% to $104 million in the third quarter and 8% to $309 million in the year-to-date. On a constant-exchange-rate basis, total sales increased 4% in the quarter and 7% in the year-to-date, with comparable store sales growth of 2% and 5%, led by sales growth in the United Kingdom.

▪ Other sales increased 14% to $24 million in the third quarter and 56% to $76 million in the year-to-date. On a constant-exchange-rate basis, total sales also rose 14% in the quarter and 56% in the year-to-date; comparable store sales of five TIFFANY & CO. stores in the United Arab Emirates, which were converted from independently-operated to Company-operated in July 2012, increased 1% in the third quarter.

▪ Tiffany opened six stores in the quarter: in Paramus, New Jersey, Cleveland, Ohio, West Edmonton, Canada and Curitiba, Brazil; in Stuttgart, Germany; and in Jinan, China. At

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October 31, 2013, Tiffany operated 283 stores (120 in the Americas, 68 in Asia-Pacific, 54 in Japan, 36 in Europe and five in the U.A.E.), versus 272 stores (113 in the Americas, 64 in Asia-Pacific, 56 in Japan, 34 in Europe and five in the U.A.E.) a year ago.

Other financial highlights:

▪ Gross margin (gross profit as a percentage of net sales) in the third quarter increased 2.6 points to 57.0%, from 54.4% a year ago, and in the year-to-date rose 0.9 point to 56.9% compared with 56.0% in the prior-year period. This contrasts with gross margin declines of 3.5 points and 2.4 points in the third quarter and year-to-date of 2012. In this third quarter and year-to-date, gross margin has benefited largely from reduced product cost pressures, as well as price increases taken earlier in the year. A shifting sales mix toward higher-priced, lower gross margin products has continued to offset a portion of these benefits.

▪ SG&A (selling, general and administrative) expenses increased 5% in the third quarter largely due to incremental labor and store-related costs, and rose 6% in the year-to-date. The translation effect from a stronger U.S. dollar reduced SG&A expense growth by 3% in both periods. In addition, $9 million of expenses had been recorded in the first quarter tied to specific cost reduction initiatives related to staffing reductions, as well as subleasing of office space (see “Non-GAAP Measures”).

▪ Interest and other expenses, net were $14 million in the third quarter and $41 million in the year-to-date, compared with $15 million and $40 million in the respective prior-year periods.

▪ The effective income tax rate of 32.3% in the third quarter benefited from a one-time favorable impact of tax regulations as well as differences in the geographical mix of earnings. In the prior year’s third quarter, the rate of 38.4% was affected by the Company’s true-up of the prior year’s tax provision upon filing its tax returns. The effective income tax rate was 33.8% in the year-to-date versus 35.6% in the prior year.

▪ Cash and cash equivalents were $521 million at October 31, 2013, compared with $345 million a year ago. Total short-term and long-term debt as a percentage of stockholders' equity was 36% at October 31, 2013, versus 40% a year ago.

▪ Net inventories were $2.4 billion at October 31, 2013, or 6% higher than a year ago. There was similar growth in finished goods inventories and combined raw material and

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work-in-process inventories, which support new stores, expanded product assortments, rough diamond sourcing and internal manufacturing requirements. On a constant-exchange-rate basis, net inventories were 9% above last year.

Outlook for 2013:

For the fiscal year ending January 31, 2014, management is forecasting net earnings in a range of $3.65-$3.75 per diluted share, compared with $3.50-$3.60 per diluted share in its previous outlook and $3.25 per diluted share in 2012. This forecast excludes $0.05 per diluted share of expenses tied to specific cost-reduction initiatives that were recorded in the first quarter. This forecast is based on the following assumptions, which are approximate and may or may not prove valid:

a) Worldwide net sales increasing by a mid-single-digit percentage in U.S. dollars (a high-single-digit percentage increase on a constant-exchange-rate basis).

b) Adding a net of 14 Company-operated stores (opening six in the Americas, seven in Asia-Pacific and three in Europe, and closing one each in Asia-Pacific and Japan).

c) Operating earnings increasing at a higher rate than sales growth, due to improvements in both the gross margin and the SG&A expense ratio.

d) Interest and other expenses, net of $58 million.

e) The effective income tax rate in a range of 34% - 35%.

f) Net inventories increasing 5%; capital expenditures of $225 million (versus $220 million in 2012); and free cash flow (cash flow from operating activities less capital expenditures) of $300 million (versus $109 million in 2012).

Today’s Conference Call:

The Company will conduct a conference call today at 8:30 a.m. (Eastern Time) to review actual results and the outlook. Please click on http://investor.tiffany.com(“Events and Presentations”).

Next Scheduled Announcement:

The Company expects to report its November-December holiday sales results on Friday January 10, 2014. To receive notifications of future announcements, please register at

http://investor.tiffany.com(“E-Mail Alerts”).

Tiffany & Co. operates jewelry stores and manufactures products through its subsidiary corporations. Its principal subsidiary is Tiffany and Company. The Company operates TIFFANY & CO. retail stores in the Americas, Asia-Pacific, Japan, Europe and the United Arab Emirates,

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and also engages in direct selling through Internet, catalog and business gift operations. For more information, visit www.tiffany.com or call the shareholder information line at 800-TIF-0110.

This document contains certain “forward-looking” statements concerning the Company’s objectives and expectations with respect to sales, products, store openings and closings, operating margin, interest and other expenses, the effective income tax rate, net earnings, inventories, growth opportunities, capital expenditures and free cash flow. Actual results might differ materially from those projected in the forward-looking statements. Information concerning risk factors that could cause actual results to differ materially is set forth in the Company’s 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.

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TIFFANY & CO. AND SUBSIDIARIES

(Unaudited)

NON-GAAP MEASURES

The Company reports information in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Company's management does not, nor does it suggest that investors should, consider non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate the Company's operating results.

Net Sales

The Company's reported net sales reflect either a translation-related benefit from strengthening foreign currencies or a detriment from a strengthening U.S. dollar. Internally, management monitors its sales performance on a non-GAAP basis that eliminates the positive or negative effects that result from translating sales made outside the U.S. into U.S. dollars (“constant-exchange-rate basis”). Management believes this constant-exchange-rate basis provides a more representative assessment of sales performance and provides better comparability between reporting periods. The following table reconciles sales percentage increases (decreases) from the GAAP to the non-GAAP basis versus the previous year:

	Third Quarter 2013 vs. 2012			Year-to-Date 2013 vs. 2012
	GAAP  Reported	Translation Effect	Constant- Exchange- Rate Basis	GAAP  Reported	Translation Effect	Constant- Exchange- Rate Basis
Net Sales:
Worldwide	7%	(4)%	11%	7%	(4)%	11%
Americas	4%	(1)%	5%	4%	—%	4%
Asia-Pacific	27%	(2)%	29%	20%	(1)%	21%
Japan	(13)%	(22)%	9%	(8)%	(20)%	12%
Europe	7%	3%	4%	8%	1%	7%
Other	14%	—%	14%	56%	—%	56%
Comparable Store Sales:
Worldwide	3%	(4)%	7%	3%	(4)%	7%
Americas	1%	—%	1%	1%	—%	1%
Asia-Pacific	20%	(2)%	22%	14%	(1)%	15%
Japan	(16)%	(21)%	5%	(9)%	(20)%	11%
Europe	4%	2%	2%	6%	1%	5%
Other *	1%	—%	1%	1%	—%	1%

* Represents sales in five TIFFANY & CO. stores in the United Arab Emirates, which were converted from independently-operated to Company-operated in July 2012, and became comparable in the third quarter of 2013.

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Net Earnings

The accompanying press release presents net earnings and highlights expenses tied to specific cost reduction initiatives in the text. Management believes excluding such items presents the Company's results on a more comparable basis to the corresponding period in the prior year, thereby providing investors with an additional perspective to analyze the results of operations of the Company at October 31, 2013. The following table reconciles GAAP net earnings and net earnings per diluted share (“EPS”) to non-GAAP net earnings and net earnings per diluted share, as adjusted:

	Nine Months Ended October 31, 2013
(in thousands, except per share amounts)	$ (after tax)		Diluted EPS
Net earnings, as reported	$	284,968	$	2.21
Cost reduction initiatives a	5,785		0.05
Net earnings, as adjusted	$	290,753	$	2.26

^aOn a pre-tax basis, includes charges of $9,379,000 within SG&A for the nine months ended October 31, 2013 associated with severance related to staffing reductions and subleasing of certain office space for which only a portion of the Company's future rent obligations will be recovered.

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TIFFANY & CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited, in thousands, except per share amounts)

	Three Months Ended October 31,				Nine Months Ended October 31,
	2013		2012		2013		2012
Net sales	$	911,478	$	852,741	$	2,732,846	$	2,558,480
Cost of sales	391,997		388,452		1,178,012		1,126,011
Gross profit	519,481		464,289		1,554,834		1,432,469
Selling, general and administrative expenses	365,863		346,994		1,083,172		1,025,609
Earnings from operations	153,618		117,295		471,662		406,860
Interest and other expenses, net	13,922		14,783		41,328		39,587
Earnings from operations before income taxes	139,696		102,512		430,334		367,273
Provision for income taxes	45,086		39,333		145,366		130,759
Net earnings	$	94,610	$	63,179	$	284,968	$	236,514
Net earnings per share:
Basic	$	0.74	$	0.50	$	2.23	$	1.87
Diluted	$	0.73	$	0.49	$	2.21	$	1.85
Weighted-average number of common shares:
Basic	128,004		126,737		127,716		126,697
Diluted	128,974		127,902		128,729		127,914

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TIFFANY & CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	October 31, 2013		January 31, 2013		October 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	521,200	$	504,838	$	344,512
Accounts receivable, net	165,862		173,998		160,604
Inventories, net	2,418,710		2,234,334		2,289,571
Deferred income taxes	78,020		79,508		106,744
Prepaid expenses and other current assets	178,710		158,911		181,375
Total current assets	3,362,502		3,151,589		3,082,806
Property, plant and equipment, net	836,062		818,838		800,225
Other assets, net	680,937		660,423		566,964
	$	4,879,501	$	4,630,850	$	4,449,995
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	252,016	$	194,034	$	196,279
Accounts payable and accrued liabilities	309,798		295,424		284,189
Income taxes payable	16,190		30,487		17,958
Merchandise and other customer credits	66,110		66,647		65,996
Total current liabilities	644,114		586,592		564,422
Long-term debt	755,724		765,238		781,637
Pension/postretirement benefit obligations	348,561		361,246		322,033
Other long-term liabilities	223,684		209,732		205,720
Deferred gains on sale-leasebacks	85,464		96,724		108,962
Stockholders’ equity	2,821,954		2,611,318		2,467,221
	$	4,879,501	$	4,630,850	$	4,449,995

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