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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3228013
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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727 Fifth Avenue, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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April 30, 2018
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January 31, 2018
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April 30, 2017
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||||||
ASSETS
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||||||
Current assets:
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||||||
Cash and cash equivalents
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$
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999.2
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$
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970.7
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$
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838.8
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Short-term investments
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212.7
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320.5
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121.2
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Accounts receivable, net
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227.7
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231.2
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233.1
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Inventories, net
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2,317.6
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2,253.5
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2,197.4
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Prepaid expenses and other current assets
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223.0
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207.4
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204.0
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Total current assets
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3,980.2
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3,983.3
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3,594.5
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Property, plant and equipment, net
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965.6
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990.5
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920.8
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Deferred income taxes
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187.3
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188.2
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296.9
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Other assets, net
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317.5
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306.1
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294.0
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|||
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$
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5,450.6
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$
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5,468.1
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$
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5,106.2
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||
Current liabilities:
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||||||
Short-term borrowings
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$
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96.7
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$
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120.6
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$
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190.6
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Accounts payable and accrued liabilities
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380.6
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437.4
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281.4
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Income taxes payable
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124.3
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89.4
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35.3
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Merchandise credits and deferred revenue
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82.7
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77.4
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75.2
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Total current liabilities
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684.3
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724.8
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582.5
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Long-term debt
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882.9
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882.9
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880.5
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Pension/postretirement benefit obligations
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290.7
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287.4
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322.8
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Deferred gains on sale-leasebacks
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38.0
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40.5
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44.9
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Other long-term liabilities
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286.1
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284.3
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200.8
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Commitments and contingencies
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Stockholders' equity:
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Preferred Stock, $0.01 par value; authorized 2.0 shares, none issued and outstanding
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—
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—
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—
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Common Stock, $0.01 par value; authorized 240.0 shares, issued and outstanding 124.2, 124.5, 124.7
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1.2
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1.2
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1.2
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Additional paid-in capital
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1,259.6
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1,256.0
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1,196.5
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Retained earnings
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2,159.0
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2,114.2
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2,104.6
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Accumulated other comprehensive loss, net of tax
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(166.1
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)
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(138.0
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)
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(242.8
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)
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Total Tiffany & Co. stockholders' equity
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3,253.7
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3,233.4
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3,059.5
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Non-controlling interests
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14.9
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14.8
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15.2
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Total stockholders' equity
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3,268.6
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3,248.2
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3,074.7
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$
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5,450.6
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$
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5,468.1
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$
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5,106.2
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Three Months Ended April 30,
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2018
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2017
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Net sales
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$
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1,033.2
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$
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899.6
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Cost of sales
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382.3
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340.5
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Gross profit
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650.9
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559.1
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Selling, general and administrative expenses
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446.6
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409.5
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Earnings from operations
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204.3
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149.6
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Interest expense and financing costs
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9.9
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10.6
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Other expense, net
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3.9
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2.9
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Earnings from operations before income taxes
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190.5
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136.1
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Provision for income taxes
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48.2
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43.2
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Net earnings
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$
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142.3
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$
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92.9
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Net earnings per share:
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Basic
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$
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1.14
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$
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0.75
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Diluted
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$
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1.14
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$
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0.74
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Weighted-average number of common shares:
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Basic
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124.4
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124.6
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Diluted
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125.0
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125.3
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Three Months Ended April 30,
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2018
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2017
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Net earnings
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$
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142.3
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$
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92.9
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Other comprehensive (loss) earnings, net of tax
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Foreign currency translation adjustments
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(25.0
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)
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12.1
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Unrealized gain on marketable securities
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—
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0.1
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Unrealized loss on hedging instruments
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(7.3
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)
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(1.0
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)
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Unrealized gain on benefit plans
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2.4
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2.2
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Total other comprehensive (loss) earnings, net of tax
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(29.9
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)
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13.4
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Comprehensive earnings
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$
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112.4
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$
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106.3
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Total
Stockholders' Equity |
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Retained
Earnings
|
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Accumulated
Other
Comprehensive
Loss
|
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Common Stock
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Additional
Paid-In
Capital
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Non-
Controlling
Interests
|
|||||||||||||||
Shares
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Amount
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||||||||||||||||||||||||
Balance at January 31, 2018
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$
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3,248.2
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$
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2,114.2
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$
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(138.0
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)
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124.5
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$
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1.2
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$
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1,256.0
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$
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14.8
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Exercise of stock options and vesting of restricted stock units
|
4.5
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—
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—
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0.2
|
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—
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4.5
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—
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||||||
Shares withheld related to net share settlement of share-based compensation
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(6.5
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)
|
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—
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—
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(0.1
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)
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—
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(6.5
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)
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—
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||||||
Share-based compensation expense
|
9.0
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—
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—
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—
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—
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9.0
|
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—
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||||||
Purchase and retirement of Common Stock
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(40.5
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)
|
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(37.1
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)
|
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—
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(0.4
|
)
|
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—
|
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(3.4
|
)
|
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—
|
|
||||||
Cash dividends on Common Stock
|
(62.2
|
)
|
|
(62.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accrued dividends on share-based awards
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss, net of tax
|
(29.9
|
)
|
|
—
|
|
|
(29.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect adjustment from adoption of new accounting standards
|
3.9
|
|
|
2.1
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings
|
142.3
|
|
|
142.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-controlling interests
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Balance at April 30, 2018
|
$
|
3,268.6
|
|
|
$
|
2,159.0
|
|
|
$
|
(166.1
|
)
|
|
124.2
|
|
|
$
|
1.2
|
|
|
$
|
1,259.6
|
|
|
$
|
14.9
|
|
|
Three Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings
|
$
|
142.3
|
|
|
$
|
92.9
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|||||||
Depreciation and amortization
|
53.8
|
|
|
50.9
|
|
||
Amortization of gain on sale-leasebacks
|
(2.2
|
)
|
|
(2.0
|
)
|
||
Provision for inventories
|
11.2
|
|
|
4.8
|
|
||
Deferred income taxes
|
1.5
|
|
|
2.9
|
|
||
Provision for pension/postretirement benefits
|
8.4
|
|
|
9.4
|
|
||
Share-based compensation expense
|
9.0
|
|
|
7.5
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(11.8
|
)
|
|
(6.3
|
)
|
||
Inventories
|
(93.7
|
)
|
|
(33.1
|
)
|
||
Prepaid expenses and other current assets
|
(1.8
|
)
|
|
(15.4
|
)
|
||
Accounts payable and accrued liabilities
|
(54.1
|
)
|
|
(38.4
|
)
|
||
Income taxes payable
|
25.3
|
|
|
36.3
|
|
||
Merchandise credits and deferred revenue
|
11.5
|
|
|
7.9
|
|
||
Other, net
|
0.4
|
|
|
(3.7
|
)
|
||
Net cash provided by operating activities
|
99.8
|
|
|
113.7
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of marketable securities and short-term investments
|
(15.9
|
)
|
|
(75.7
|
)
|
||
Proceeds from sales of marketable securities and short-term investments
|
107.7
|
|
|
12.9
|
|
||
Capital expenditures
|
(36.9
|
)
|
|
(35.3
|
)
|
||
Other, net
|
—
|
|
|
1.8
|
|
||
Net cash provided by (used in) investing activities
|
54.9
|
|
|
(96.3
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
(Repayments of) proceeds from credit facility borrowings, net
|
(6.8
|
)
|
|
1.6
|
|
||
Repayment of other credit facility borrowings
|
(14.5
|
)
|
|
(39.2
|
)
|
||
Repurchase of Common Stock
|
(40.5
|
)
|
|
(11.5
|
)
|
||
Proceeds from exercised stock options
|
4.3
|
|
|
6.4
|
|
||
Payments related to tax withholding for share-based payment arrangements
|
(6.3
|
)
|
|
(6.8
|
)
|
||
Cash dividends on Common Stock
|
(62.2
|
)
|
|
(56.1
|
)
|
||
Net cash used in financing activities
|
(126.0
|
)
|
|
(105.6
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
|
(1.0
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
28.5
|
|
|
(89.2
|
)
|
||
Cash and cash equivalents at beginning of year
|
970.7
|
|
|
928.0
|
|
||
Cash and cash equivalents at end of three months
|
$
|
999.2
|
|
|
$
|
838.8
|
|
•
|
The Company's revenue is primarily generated from the sale of finished products to customers (primarily through the retail, e-commerce or wholesale channels). The Company's performance obligations underlying such sales, and the timing of revenue recognition related thereto, remain substantially unchanged following the adoption of this ASU.
|
•
|
The Company now recognizes breakage income on gift cards and merchandise credits (which represents income recognized from the customer's unexercised right to receive merchandise through the redemption of such gift cards and merchandise credits) based on the historical pattern of gift card and merchandise credit redemptions. Breakage income recognized during the three months ended April 30, 2018 was not significant.
|
•
|
This ASU requires sales returns reserves to be presented on a gross basis on the condensed consolidated balance sheet, with the asset related to inventory expected to be returned recorded outside of Accounts receivable, net. Prior to the adoption of this ASU, sales returns reserves were recorded on a net basis within Accounts receivable, net.
|
|
April 30, 2018
|
||||||||||
(in millions)
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Adoption
Increase/(Decrease)
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
227.7
|
|
|
$
|
241.0
|
|
|
$
|
(13.3
|
)
|
Prepaid expenses and other current assets
|
223.0
|
|
|
209.7
|
|
|
13.3
|
|
3.
|
RECEIVABLES AND REVENUE RECOGNITION
|
|
Three Months Ended April 30,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Net sales*:
|
|
|
|
||||
Jewelry collections
|
$
|
529.3
|
|
|
$
|
449.9
|
|
Engagement jewelry
|
294.5
|
|
|
264.6
|
|
||
Designer jewelry
|
128.4
|
|
|
115.4
|
|
||
All other
|
81.0
|
|
|
69.7
|
|
||
|
$
|
1,033.2
|
|
|
$
|
899.6
|
|
(in millions)
|
April 30, 2018
|
|
January 31, 2018
|
|
April 30, 2017
|
||||||
Finished goods
|
$
|
1,309.9
|
|
|
$
|
1,314.6
|
|
|
$
|
1,269.8
|
|
Raw materials
|
871.7
|
|
|
821.4
|
|
|
831.7
|
|
|||
Work-in-process
|
136.0
|
|
|
117.5
|
|
|
95.9
|
|
|||
Inventories, net
|
$
|
2,317.6
|
|
|
$
|
2,253.5
|
|
|
$
|
2,197.4
|
|
•
|
Estimated tax expense of
$94.8 million
for the impact of the reduction in the U.S statutory tax rate on the Company's deferred tax assets and liabilities;
|
•
|
Estimated tax expense of
$56.0 million
for the one-time transition tax via a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (the "Transition Tax"); and
|
•
|
A tax benefit of
$4.6 million
resulting from the effect of the 21% statutory tax rate for the month of January 2018 on the Company's annual statutory tax rate for the year ended January 31, 2018.
|
|
Three Months Ended April 30,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Net earnings for basic and diluted EPS
|
$
|
142.3
|
|
|
$
|
92.9
|
|
Weighted-average shares for basic EPS
|
124.4
|
|
|
124.6
|
|
||
Incremental shares based upon the assumed exercise of stock options and unvested restricted stock units
|
0.6
|
|
|
0.7
|
|
||
Weighted-average shares for diluted EPS
|
125.0
|
|
|
125.3
|
|
7.
|
DEBT
|
(in millions)
|
April 30, 2018
|
|
January 31, 2018
|
|
April 30, 2017
|
||||||
Short-term borrowings:
|
|
|
|
|
|
||||||
Credit Facilities
|
$
|
26.1
|
|
|
$
|
33.5
|
|
|
$
|
93.6
|
|
Other credit facilities
|
70.6
|
|
|
87.1
|
|
|
97.0
|
|
|||
|
$
|
96.7
|
|
|
$
|
120.6
|
|
|
$
|
190.6
|
|
Long-term debt:
|
|
|
|
|
|
||||||
Unsecured Senior Notes:
|
|
|
|
|
|
||||||
2012 4.40% Series B Senior Notes, due July 2042
a
|
$
|
250.0
|
|
|
$
|
250.0
|
|
|
$
|
250.0
|
|
2014 3.80% Senior Notes, due October 2024
b, c
|
250.0
|
|
|
250.0
|
|
|
250.0
|
|
|||
2014 4.90% Senior Notes, due October 2044
b, c
|
300.0
|
|
|
300.0
|
|
|
300.0
|
|
|||
2016 0.78% Senior Notes, due August 2026
b, d
|
91.7
|
|
|
91.9
|
|
|
89.9
|
|
|||
|
891.7
|
|
|
891.9
|
|
|
889.9
|
|
|||
Less unamortized discounts and debt issuance costs
|
8.8
|
|
|
9.0
|
|
|
9.4
|
|
|||
|
$
|
882.9
|
|
|
$
|
882.9
|
|
|
$
|
880.5
|
|
a
|
The agreements governing these Senior Notes require repayments of
$50.0 million
in aggregate every five years beginning in 2022.
|
b
|
These agreements require lump sum repayments upon maturity.
|
c
|
These Senior Notes were issued at a discount, which will be amortized until the debt maturity.
|
d
|
These Senior Notes were issued at par,
¥10.0 billion
.
|
•
|
Fair Value Hedge – A hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment. For fair value hedge transactions, both the effective and ineffective portions of the changes in the fair value of the derivative and changes in the fair value of the item being hedged are recorded in current earnings.
|
•
|
Cash Flow Hedge – A hedge of the exposure to variability in the cash flows of a recognized asset, liability or a forecasted transaction. For cash flow hedge transactions, the effective portion of the changes in fair value of derivatives is reported as other comprehensive income ("OCI") and is recognized in current earnings in the period or periods during which the hedged transaction affects current earnings. Amounts excluded from the effectiveness calculation and any ineffective portions of the change in fair value of the derivative are recognized in current earnings.
|
Cross-Currency Swap
|
|
Notional Amount
|
|||||
Effective Date
|
Maturity Date
|
(in billions)
|
(in millions)
|
||||
July 2016
|
October 1, 2024
|
¥
|
10.6
|
|
$
|
100.0
|
|
March 2017
|
April 1, 2027
|
11.0
|
|
96.1
|
|
||
May 2017
|
April 1, 2027
|
5.6
|
|
50.0
|
|
|
Three Months Ended April 30,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
(in millions)
|
Pre-Tax Gain
(Loss) Recognized
in OCI
(Effective Portion)
|
|
Pre-Tax Gain (Loss) Reclassified
from Accumulated
OCI into Earnings
(Effective Portion)
|
|
Pre-Tax Gain
(Loss) Recognized
in OCI
(Effective Portion)
|
|
Pre-Tax Gain (Loss) Reclassified
from Accumulated
OCI into Earnings
(Effective Portion)
|
||||||||
Derivatives in Cash Flow Hedging
Relationships:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
a
|
$
|
1.8
|
|
|
$
|
1.6
|
|
|
$
|
(3.2
|
)
|
|
$
|
(2.8
|
)
|
Precious metal collars
a
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||
Precious metal forward contracts
a
|
(5.6
|
)
|
|
0.4
|
|
|
0.3
|
|
|
(0.9
|
)
|
||||
Cross-currency swaps
b
|
(3.4
|
)
|
|
0.6
|
|
|
(7.5
|
)
|
|
(4.9
|
)
|
||||
Forward-starting interest rate swaps
c
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
|
$
|
(7.2
|
)
|
|
$
|
2.3
|
|
|
$
|
(10.3
|
)
|
|
$
|
(9.0
|
)
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Marketable securities
a
|
$
|
37.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.1
|
|
Time deposits
b
|
212.7
|
|
|
—
|
|
|
—
|
|
|
212.7
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
c
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||
Foreign exchange forward contracts
c
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
c
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total financial assets
|
$
|
249.8
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
253.9
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
d
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Foreign exchange forward contracts
d
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
||||
Cross-currency swaps
d
|
—
|
|
|
23.6
|
|
|
—
|
|
|
23.6
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
d
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
31.8
|
|
|
$
|
—
|
|
|
$
|
31.8
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Marketable securities
a
|
$
|
22.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
Time deposits
b
|
320.5
|
|
|
—
|
|
|
—
|
|
|
320.5
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
c
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||
Foreign exchange forward contracts
c
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
c
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Total financial assets
|
$
|
343.0
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
347.7
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
d
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Foreign exchange forward contracts
d
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||
Cross-currency swaps
d
|
—
|
|
|
20.2
|
|
|
—
|
|
|
20.2
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
d
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
28.3
|
|
|
$
|
—
|
|
|
$
|
28.3
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Marketable securities
a
|
$
|
36.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.9
|
|
Time deposits
b
|
121.2
|
|
|
—
|
|
|
—
|
|
|
121.2
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
c
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
||||
Precious metal collars
c
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Foreign exchange forward contracts
c
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
c
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||
Total financial assets
|
$
|
158.1
|
|
|
$
|
12.8
|
|
|
$
|
—
|
|
|
$
|
170.9
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
d
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
Precious metal collars
d
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Foreign exchange forward contracts
d
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||
Cross-currency swaps
d
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
d
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
16.1
|
|
|
$
|
—
|
|
|
$
|
16.1
|
|
a
|
Included within Other assets, net.
|
b
|
Included within Short-term investments.
|
c
|
Included within Prepaid expenses and other current assets or Other assets, net based on the maturity of the contract.
|
d
|
Included within Accounts payable and accrued liabilities or Other long-term liabilities based on the maturity of the contract.
|
(in millions)
|
April 30, 2018
|
|
January 31, 2018
|
|
April 30, 2017
|
||||||
Accumulated other comprehensive (loss) earnings, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
(73.0
|
)
|
|
$
|
(48.0
|
)
|
|
$
|
(131.6
|
)
|
Unrealized (loss) gain on marketable securities
a
|
—
|
|
|
(1.8
|
)
|
|
0.9
|
|
|||
Deferred hedging loss
|
(30.2
|
)
|
|
(22.9
|
)
|
|
(17.1
|
)
|
|||
Net unrealized loss on benefit plans
|
(62.9
|
)
|
|
(65.3
|
)
|
|
(95.0
|
)
|
|||
|
$
|
(166.1
|
)
|
|
$
|
(138.0
|
)
|
|
$
|
(242.8
|
)
|
a
|
The Company adopted ASU 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities
, on February 1, 2018 using the modified retrospective method. Under ASU 2016-01, the Company recognizes both realized and unrealized gains and losses on marketable securities in Other expense, net. Previously, unrealized gains and losses were recorded as a separate component of stockholders' equity.
|
|
Three Months Ended April 30,
|
||||||
(
in millions
)
|
2018
|
|
2017
|
||||
Foreign currency translation adjustments
|
$
|
(25.4
|
)
|
|
$
|
12.4
|
|
Income tax benefit (expense)
|
0.4
|
|
|
(0.3
|
)
|
||
Foreign currency translation adjustments, net of tax
|
(25.0
|
)
|
|
12.1
|
|
||
Unrealized gain on marketable securities
|
—
|
|
|
0.4
|
|
||
Income tax expense
|
—
|
|
|
(0.3
|
)
|
||
Unrealized gain on marketable securities, net of tax
|
—
|
|
|
0.1
|
|
||
Unrealized loss on hedging instruments
|
(7.2
|
)
|
|
(10.3
|
)
|
||
Reclassification adjustment for (gain) loss included in
net earnings
a
|
(2.3
|
)
|
|
9.0
|
|
||
Income tax benefit
|
2.2
|
|
|
0.3
|
|
||
Unrealized loss on hedging instruments, net of tax
|
(7.3
|
)
|
|
(1.0
|
)
|
||
Amortization of net loss included in net earnings
b
|
3.3
|
|
|
3.5
|
|
||
Amortization of prior service credit included in net earnings
b
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Income tax expense
|
(0.7
|
)
|
|
(1.2
|
)
|
||
Net unrealized gain on benefit plans, net of tax
|
2.4
|
|
|
2.2
|
|
||
Total other comprehensive (loss) earnings, net of tax
|
$
|
(29.9
|
)
|
|
$
|
13.4
|
|
a
|
These (gains) losses are reclassified into Cost of Sales, Interest expense and financing costs and Other expense, net (see "Note 8. Hedging Instruments" for additional details).
|
b
|
These accumulated other comprehensive income components are included in the computation of net periodic pension costs (see "Note 12. Employee Benefit Plans" for additional details).
|
|
Three Months Ended April 30,
|
||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
||||
Cost of repurchases
|
$
|
40.5
|
|
|
$
|
11.5
|
|
Shares repurchased and retired
|
0.4
|
|
|
0.1
|
|
||
Average cost per share
|
$
|
99.48
|
|
|
$
|
93.48
|
|
|
|
Three Months Ended April 30,
|
||||||||||||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits |
||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
4.5
|
|
|
$
|
4.7
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Interest cost
|
|
7.6
|
|
|
8.0
|
|
|
0.8
|
|
|
0.8
|
|
||||
Expected return on plan assets
|
|
(8.3
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
|
—
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Amortization of net loss
|
|
3.3
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
||||
Net expense
|
|
$
|
7.1
|
|
|
$
|
8.1
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
•
|
Americas includes sales in Company-operated TIFFANY & CO. stores in the United States, Canada and Latin America, as well as sales of TIFFANY & CO. products in certain markets through Internet, catalog, business-to-business and wholesale operations;
|
•
|
Asia-Pacific includes sales in Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations;
|
•
|
Japan includes sales in Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products through Internet, business-to-business and wholesale operations;
|
•
|
Europe includes sales in Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations; and
|
•
|
Other consists of all non-reportable segments. Other includes the Emerging Markets region, which includes sales in Company-operated TIFFANY & CO. stores and wholesale operations in the Middle East. In addition, Other includes wholesale sales of diamonds, as well as earnings received from third-party licensing agreements.
|
|
Three Months Ended April 30,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Net sales:
|
|
|
|
||||
Americas
|
$
|
425.3
|
|
|
$
|
391.7
|
|
Asia-Pacific
|
328.6
|
|
|
257.3
|
|
||
Japan
|
150.6
|
|
|
128.4
|
|
||
Europe
|
107.0
|
|
|
94.6
|
|
||
Total reportable segments
|
1,011.5
|
|
|
872.0
|
|
||
Other
|
21.7
|
|
|
27.6
|
|
||
|
$
|
1,033.2
|
|
|
$
|
899.6
|
|
Earnings from operations*:
|
|
|
|
||||
Americas
|
$
|
74.9
|
|
|
$
|
62.4
|
|
Asia-Pacific
|
100.1
|
|
|
73.1
|
|
||
Japan
|
58.3
|
|
|
42.8
|
|
||
Europe
|
14.2
|
|
|
13.6
|
|
||
Total reportable segments
|
247.5
|
|
|
191.9
|
|
||
Other
|
2.3
|
|
|
3.1
|
|
||
|
$
|
249.8
|
|
|
$
|
195.0
|
|
|
Three Months Ended April 30,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Earnings from operations for segments
|
$
|
249.8
|
|
|
$
|
195.0
|
|
Unallocated corporate expenses
|
(45.5
|
)
|
|
(45.4
|
)
|
||
Interest expense and financing costs
|
(9.9
|
)
|
|
(10.6
|
)
|
||
Other expenses, net
|
(3.9
|
)
|
|
(2.9
|
)
|
||
Earnings from operations before income taxes
|
$
|
190.5
|
|
|
$
|
136.1
|
|
14.
|
Subsequent Event
|
•
|
Americas includes sales in 123 Company-operated TIFFANY & CO. stores in the United States ("U.S."), Canada and Latin America, as well as sales of TIFFANY & CO. products in certain markets through Internet, catalog, business-to-business and wholesale operations;
|
•
|
Asia-Pacific includes sales in 87 Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations;
|
•
|
Japan includes sales in 54 Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products through Internet, business-to-business and wholesale operations;
|
•
|
Europe includes sales in 46 Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations; and
|
•
|
Other consists of all non-reportable segments. Other includes the Emerging Markets region, which includes sales in four Company-operated TIFFANY & CO. stores and wholesale operations in the Middle East. In addition, Other includes wholesale sales of diamonds, as well as earnings received from third-party licensing agreements.
|
•
|
Worldwide net sales increased
15%
to
$1,033.2 million
in the three months ("first quarter") ended April 30, 2018, reflecting geographically broad-based sales growth; comparable sales increased
10%
. On a constant-exchange-rate basis (see "Non-GAAP Measures" below), worldwide net sales increased
11%
in the first quarter and comparable sales increased
7%
.
|
•
|
Earnings from operations as a percentage of net sales ("operating margin") increased
320
basis points due to sales leverage on selling, general and administrative ("SG&A") expenses and an increase in gross margin.
|
•
|
Net earnings increased
53%
to
$142.3 million
, or
$1.14
per diluted share, from
$92.9 million
, or
$0.74
per diluted share, in the prior year due to the above factors and a lower effective income tax rate.
|
•
|
Inventories, net increased
5%
from April 30, 2017.
|
|
First Quarter 2018 vs. 2017
|
|||||||
|
GAAP
Reported
|
|
Translation
Effect
|
|
Constant-
Exchange-
Rate Basis
|
|||
Net Sales:
|
|
|
|
|
|
|||
Worldwide
|
15
|
%
|
|
4
|
%
|
|
11
|
%
|
Americas
|
9
|
|
|
1
|
|
|
8
|
|
Asia-Pacific
|
28
|
|
|
5
|
|
|
23
|
|
Japan
|
17
|
|
|
5
|
|
|
12
|
|
Europe
|
13
|
|
|
12
|
|
|
1
|
|
Other
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
|
|
|
|
|
|||
Comparable Sales:
|
|
|
|
|
|
|||
Worldwide
|
10
|
%
|
|
3
|
%
|
|
7
|
%
|
Americas
|
9
|
|
|
—
|
|
|
9
|
|
Asia-Pacific
|
14
|
|
|
5
|
|
|
9
|
|
Japan
|
14
|
|
|
5
|
|
|
9
|
|
Europe
|
2
|
|
|
11
|
|
|
(9
|
)
|
Other
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
First Quarter 2017 vs. 2016
As Revised
|
|
First Quarter 2017 vs. 2016
As Previously Reported
|
||||||||||||||
|
GAAP
Reported
|
|
Translation
Effect
|
|
Constant-
Exchange-
Rate Basis
|
|
GAAP
Reported |
|
Translation
Effect |
|
Constant-
Exchange- Rate Basis |
||||||
Comparable Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Worldwide
|
(3
|
)%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
(2
|
)%
|
Americas
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Asia-Pacific
|
(3
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Japan
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Europe
|
(4
|
)
|
|
(7
|
)
|
|
3
|
|
|
(3
|
)
|
|
(6
|
)
|
|
3
|
|
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
First Quarter
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
|||||
Americas
|
$
|
425.3
|
|
|
$
|
391.7
|
|
|
9
|
%
|
Asia-Pacific
|
328.6
|
|
|
257.3
|
|
|
28
|
|
||
Japan
|
150.6
|
|
|
128.4
|
|
|
17
|
|
||
Europe
|
107.0
|
|
|
94.6
|
|
|
13
|
|
||
Other
|
21.7
|
|
|
27.6
|
|
|
(21
|
)
|
||
|
$
|
1,033.2
|
|
|
$
|
899.6
|
|
|
15
|
|
|
First Quarter
|
|
|
|
|
|||||||||
(in millions)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Jewelry collections
|
$
|
529.3
|
|
|
$
|
449.9
|
|
|
$
|
79.4
|
|
|
18
|
%
|
Engagement jewelry
|
294.5
|
|
|
264.6
|
|
|
29.9
|
|
|
11
|
|
|||
Designer jewelry
|
128.4
|
|
|
115.4
|
|
|
13.0
|
|
|
11
|
|
(in millions)
|
Comparable Sales
|
|
Non-comparable Sales
|
|
Wholesale/Other
|
|
Total
|
||||||||
Americas
|
$
|
34.7
|
|
|
$
|
0.9
|
|
|
$
|
(2.0
|
)
|
|
$
|
33.6
|
|
Asia-Pacific
|
30.6
|
|
|
19.1
|
|
|
21.6
|
|
|
71.3
|
|
||||
Japan
|
17.5
|
|
|
(0.3
|
)
|
|
5.0
|
|
|
22.2
|
|
||||
Europe
|
2.2
|
|
|
8.6
|
|
|
1.6
|
|
|
12.4
|
|
|
Average Price per Unit Sold
|
|
|
|||||
|
As Reported
|
|
Impact of Currency Translation
|
|
Number of
Units Sold |
|||
Change in Jewelry Sales
|
|
|
|
|
|
|||
Americas
|
(4
|
)%
|
|
—
|
%
|
|
10
|
%
|
Asia-Pacific
|
16
|
|
|
5
|
|
|
11
|
|
Japan
|
6
|
|
|
5
|
|
|
10
|
|
Europe
|
5
|
|
|
12
|
|
|
7
|
|
|
First Quarter
|
||||||
(dollars in millions)
|
2018
|
|
2017
|
||||
Gross profit
|
$
|
650.9
|
|
|
$
|
559.1
|
|
Gross profit as a percentage of net sales
|
63.0
|
%
|
|
62.1
|
%
|
|
First Quarter
|
||||||
(dollars in millions)
|
2018
|
|
2017
|
||||
SG&A expenses
|
$
|
446.6
|
|
|
$
|
409.5
|
|
SG&A expenses as a percentage of net sales
|
43.2
|
%
|
|
45.5
|
%
|
|
First Quarter
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Earnings from operations
|
$
|
204.3
|
|
|
$
|
149.6
|
|
Operating margin
|
19.8
|
%
|
|
16.6
|
%
|
(in millions)
|
First Quarter 2018
|
|
% of Net
Sales
|
|
First Quarter 2017
|
|
% of Net
Sales
|
||||||
Earnings from operations*:
|
|
|
|
|
|
|
|||||||
Americas
|
$
|
74.9
|
|
|
17.6
|
%
|
|
$
|
62.4
|
|
|
15.9
|
%
|
Asia-Pacific
|
100.1
|
|
|
30.5
|
|
|
73.1
|
|
|
28.4
|
|
||
Japan
|
58.3
|
|
|
38.7
|
|
|
42.8
|
|
|
33.4
|
|
||
Europe
|
14.2
|
|
|
13.3
|
|
|
13.6
|
|
|
14.4
|
|
||
Other
|
2.3
|
|
|
10.7
|
|
|
3.1
|
|
|
11.1
|
|
||
|
249.8
|
|
|
|
|
195.0
|
|
|
|
||||
Unallocated corporate
expenses
|
(45.5
|
)
|
|
(4.4
|
)%
|
|
(45.4
|
)
|
|
(5.1
|
)%
|
||
Earnings from operations
|
$
|
204.3
|
|
|
19.8
|
%
|
|
$
|
149.6
|
|
|
16.6
|
%
|
*
|
Percentages represent earnings from operations as a percentage of each segment's net sales.
|
•
|
Americas – the ratio increased
170
basis points primarily due to sales leverage on operating expenses;
|
•
|
Asia-Pacific – the ratio increased
210
basis points due to sales leverage on operating expenses, partly offset by a decrease in gross margin, both partly attributable to increased wholesale sales in the region;
|
•
|
Japan – the ratio increased
530
basis points due an increase in gross margin (which includes the effect of changes in foreign currency exchange rates on inventory purchases) and sales leverage on operating expenses; and
|
•
|
Europe – the ratio decreased
110
basis points due to sales deleverage on operating expenses, partly offset by an increase in gross margin.
|
|
First Quarter
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
99.8
|
|
|
$
|
113.7
|
|
Investing activities
|
54.9
|
|
|
(96.3
|
)
|
||
Financing activities
|
(126.0
|
)
|
|
(105.6
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(0.2
|
)
|
|
(1.0
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
28.5
|
|
|
$
|
(89.2
|
)
|
|
First Quarter
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Short-term borrowings:
|
|
|
|
||||
(Repayments of) proceeds from credit facility borrowings, net
|
$
|
(6.8
|
)
|
|
$
|
1.6
|
|
Repayments of other credit facility borrowings
|
(14.5
|
)
|
|
(39.2
|
)
|
||
Net repayments of total borrowings
|
$
|
(21.3
|
)
|
|
$
|
(37.6
|
)
|
|
First Quarter
|
||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
||||
Cost of repurchases
|
$
|
40.5
|
|
|
$
|
11.5
|
|
Shares repurchased and retired
|
0.4
|
|
|
0.1
|
|
||
Average cost per share
|
$
|
99.48
|
|
|
$
|
93.48
|
|
Cross-Currency Swap
|
|
Notional Amount
|
|||||
Effective Date
|
Maturity Date
|
(in billions)
|
(in millions)
|
||||
July 2016
|
October 1, 2024
|
¥
|
10.6
|
|
$
|
100.0
|
|
March 2017
|
April 1, 2027
|
11.0
|
|
96.1
|
|
||
May 2017
|
April 1, 2027
|
5.6
|
|
50.0
|
|
Period
|
(a) Total Number of Shares (or Units) Purchased
|
|
(b) Average Price Paid per Share (or Unit)
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(in millions)
|
|
February 1, 2018 to
February 28, 2018
|
77,721
|
|
$ 103.51
|
|
77,721
|
|
$ 203.2
|
|
March 1, 2018 to
March 31, 2018
|
121,042
|
|
$ 98.96
|
|
121,042
|
|
$ 191.2
|
|
April 1, 2018 to
April 30, 2018
|
207,982
|
|
$ 98.27
|
|
207,982
|
|
$ 170.8
|
|
TOTAL
|
406,745
|
|
$ 99.48
|
|
406,745
|
|
$ 170.8
|
|
Exhibit No.
|
Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following financial information from Tiffany & Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2018, filed with the SEC, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Earnings; (iv) the Condensed Consolidated Statement of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
Date: May 23, 2018
|
|
TIFFANY & CO.
|
|
|
(Registrant)
|
|
|
|
|
|
By: /s/ Mark J. Erceg
|
|
|
Mark J. Erceg
|
|
|
Executive Vice President
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
TIFFANY & CO.
|
|
By: _____________________
|
Leigh M. Harlan
|
Senior Vice President, Secretary and General Counsel
|
|
INDEMNITEE
|
|
_____________________
|
|
Three Months Ended April 30,
|
|||||
(dollars in millions)
|
2018
|
2017
|
||||
|
|
|
||||
Earnings from operations before income taxes
|
$
|
190.5
|
|
$
|
136.1
|
|
Fixed charges, less capitalized interest
|
32.7
|
|
31.0
|
|
||
Total earnings as defined
|
$
|
223.2
|
|
$
|
167.1
|
|
|
|
|
||||
Fixed Charges:
|
|
|
||||
Interest expense before capitalization of interest
a
|
$
|
9.1
|
|
$
|
9.9
|
|
Estimated interest portion of rent expense
|
23.8
|
|
21.2
|
|
||
Total fixed charges
b
|
$
|
32.9
|
|
$
|
31.1
|
|
|
|
|
||||
Ratio of Earnings to Fixed Charges
|
6.8
|
x
|
5.4
|
x
|
a
|
Interest expense does not include interest related to uncertain tax positions and other non-third party indebtedness.
|
b
|
Fixed charges represent interest expense (before interest is capitalized), amortization of deferred financing costs and an appropriate interest factor on operating leases.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tiffany & Co.;
|
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.
|
/s/ Alessandro Bogliolo
|
Chief Executive Officer
|
(principal executive officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tiffany & Co.;
|
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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Mark J. Erceg
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Executive Vice President
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Chief Financial Officer
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(principal financial officer)
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/s/ Alessandro Bogliolo
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Chief Executive Officer
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(principal executive officer)
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/s/ Mark J. Erceg
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Executive Vice President
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Chief Financial Officer
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(principal financial officer)
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