Mail Stop 3561
January 25, 2006
Mr. James N. Fernandez
Executive Vice President and Chief Financial Officer
Tiffany & Co.
727 Fifth Avenue
New York, NY 10022
Re: Tiffany & Co.
Form 10-K for Fiscal Year Ended January 31, 2005
Filed April 14, 2005
Forms 10-Q for Fiscal Quarters Ended April 30, 2005, July 31, 2005
and October 31, 2005
File No. 1-09494
Dear Mr. Fernandez:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Fiscal Year Ended January 31, 2005
Item 9A. Disclosure Controls and Procedures, page 29
1. We note your disclosure that your "chief executive officer and
chief financial officer concluded that, as of the end of the
period
covered by this annual report, Registrant`s disclosure controls
and
procedures are effective to ensure that information required to
be
disclosed by Registrant in reports that it files or submits under
the
Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the SEC`s rules
and forms." Revise to clarify, if true, that your officers
concluded
that your disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
2. We note your statement that a "control system, irrespective of
how
well it is designed and operated, can only provide reasonable
assurance, and cannot guarantee, that it will succeed in its
stated
objectives." Please revise to state clearly, if true, that your
disclosure controls and procedures are designed to provide
reasonable
assurance of achieving their objectives and that your principal
executive officer and principal financial officer concluded that
your
disclosure controls and procedures are effective at that
reasonable
assurance level. In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.
Form 10-Q for the Quarter ended April 30, 2005
Form 10-Q for the Quarter ended July 31, 2005
Form 10-Q for the Quarter ended October 31, 2005
Item 4. Controls and Procedures, page 25
(a) Evaluation of Disclosure Controls and Procedures, page 25
3. We note your statement that your chief executive officer and
your
chief financial officer concluded that "the Company`s disclosure
controls and procedures have been designed and are being operated
in
a manner that provides reasonable assurance that the information
required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the SEC`s rules
and
forms." It does not appear that your certifying officers have
reached a conclusion that your disclosure controls and procedures
are
effective. Please revise to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures.
4. In addition, revise to clarify, if true, that your officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
5. We note your statement that a "control system, no matter how
well
designed and operated, cannot provide absolute assurance that the
objectives of the controls system are met, and no evaluation of
controls can provide absolute assurance that all control issues
and
instances of fraud, if any, within a company have been detected."
Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level. In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.
6. Please note that Item 308(c) of Regulation S-K requests
disclosure
of any changes (not just significant changes) in a company`s
internal
control over financial reporting occurring during the last quarter
that have materially affected or are reasonably likely to
materially
affect, the company`s internal control over financial reporting.
Please revise your disclosure to confirm that there were no
changes
in your internal controls over financial reporting that occurred
during your last fiscal quarter that materially affected, or were
reasonably likely to materially affect, the company`s internal
control over financial reporting.
* * * *
As appropriate, please amend your Forms 10-K and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response. You may wish to provide us with
marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kathleen Kerrigan, Staff Accountant, at
(202)
551-3369 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3841
with any other questions.
Sincerely,
Michael Moran
Accountant Branch Chief
Mr. James Fernandez
Tiffany & Co.
January 25, 2006
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