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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-9494
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 13-3228013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
727 FIFTH AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip code)
</Table>
Registrant's telephone number, including area code: (212) 755-8000
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Securities registered pursuant to Section 12(b) of the Act:
<Table>
<Caption>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $.01 par value per share New York Stock Exchange
Stock Purchase Rights New York Stock Exchange
</Table>
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
As of July 30, 2004 the aggregate market value of the registrant's voting
and non-voting stock held by non-affiliates of the registrant was approximately
$5,179,334,839 using the closing sales price on this day of $35.75. See Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters below.
As of March 24, 2005, the registrant had outstanding 144,480,629 shares of
its common stock, $.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE.
The following documents are incorporated by reference into this Annual
Report on Form 10-K: Registrant's Annual Report to Stockholders for the Fiscal
Year Ended January 31, 2005 (Parts I, II and IV) and Registrant's Proxy
Statement Dated April 14, 2005 (Part III).
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including information incorporated herein
by reference, contains certain "forward-looking statements" concerning the
Registrant's objectives and expectations with respect to store openings, retail
prices, gross profit, expenses, inventory performance, capital expenditures and
cash flow. In addition, management makes other forward-looking statements from
time to time concerning objectives and expectations. Statements beginning with
such words as "believes", "intends", "plans", and "expects" include
forward-looking statements that are based on management's expectations given
facts as currently known by management on the date this Annual Report on Form
10-K was first filed with the Securities and Exchange Commission. All
forward-looking statements involve risks, uncertainties and assumptions that, if
they never materialize or prove incorrect, could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
As a jeweler and specialty retailer, the Registrant's success in achieving its
objectives and expectations is partially dependent upon economic conditions,
competitive developments and consumer attitudes, including changes in consumer
preferences for certain jewelry styles and materials. However, certain
assumptions are specific to the Registrant and/or the markets in which it
operates. The following assumptions, among others, are "risk factors" which
could affect the likelihood that the Registrant will achieve the objectives and
expectations communicated by management: (i) that low or negative growth in the
economy or in the financial markets, particularly in the U.S. and Japan, will
not occur and reduce discretionary spending on goods that are, or are perceived
to be, "luxuries"; (ii) that consumer spending does not decline substantially
during the fourth quarter of any year; (iii) that unsettled regional and/or
global conflicts or crises do not result in military, terrorist or other
conditions creating disruptions or disincentives to, or changes in the pattern,
practice or frequency of tourist travel to the various regions where the
Registrant operates retail stores nor to the Registrant's continuing ability to
operate in those regions; (iv) that sales in Japan will not decline
substantially; (v) that there will not be a substantial adverse change in the
exchange relationship between the Japanese yen and the U.S. dollar; (vi) that
Mitsukoshi and other department store operators in Japan, in the face of
declining or stagnant department store sales, will not close or consolidate
stores which have TIFFANY & CO. retail locations; (vii) that Mitsukoshi will
continue as a leading department store operator in Japan; (viii) that existing
product supply arrangements, including license arrangements with third-party
designers Elsa Peretti and Paloma Picasso, will continue; (ix) that the
wholesale and retail market for high-quality rough and cut diamonds will provide
continuity of supply and pricing; (x) that the Registrant's diamond initiatives
achieve their financial and strategic objectives; (xi) that the Registrant's
gross margins in Japan and for diamond products can be maintained in the face of
increased competition from traditional and e-commerce retailers; (xii) that the
Registrant is able to pass on higher costs of raw materials to consumer through
price increases; (xiii) that the sale of counterfeit products does not
significantly undermine the value of the Registrant's trademarks and demand for
the Registrant's products; (xiv) that new and existing stores and other sales
locations can be leased, re-leased or otherwise obtained on suitable terms in
desired markets and that construction can be completed on a timely basis; (xv)
that the Registrant can achieve satisfactory results from any current and future
businesses into which it enters that are operated under non-TIFFANY & CO.
trademarks or trade names; and (xvi) that the Registrant's expansion plans for
retail and direct selling operations and merchandise development, production and
management can continue to be executed without meaningfully diminishing the
distinctive appeal of the TIFFANY & CO. brand.
- - PAGE 2 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
The statements in this Annual Report on Form 10-K are made as of the date
this Annual Report on Form 10-K was first filed with the Securities and Exchange
Commission and the Registrant undertakes no obligation to update any of the
forward-looking information included in this document, whether as a result of
new information, future events, changes in expectations or otherwise.
WEBSITE ACCESS TO INFORMATION
The Registrant provides access free of charge, through its website at
www.tiffany.com (go to "About Tiffany" and "Shareholder Information"), to the
Registrant's Annual Report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to those reports as soon as reasonably
practicable after the reports are electronically filed with or furnished to the
Securities and Exchange Commission.
PART I
ITEM 1. BUSINESS
(a) General history of business.
Registrant (also referred to as the "Company") is the parent corporation
of Tiffany and Company ("Tiffany"). Charles Lewis Tiffany founded Tiffany's
business in 1837. He incorporated Tiffany in New York in 1868. Registrant
acquired Tiffany in 1984 and completed the initial public offering of
Registrant's Common Stock in 1987.
(b) Financial information about industry segments.
Registrant's segment information for the fiscal years ended January 31,
2003, 2004 and 2005 is incorporated by reference from Registrant's Annual Report
to Stockholders for the Fiscal Year ended January 31, 2005 (Note T. "Segment
Information"). The Executive Officers of the Company do not evaluate the
performance of the Company's assets on a segment basis for internal management
reporting and, therefore, such asset information is not presented.
(c) Narrative description of business.
As used below, the terms "Fiscal 2002", "Fiscal 2003" and "Fiscal 2004"
refer to the fiscal years ended on January 31, 2003, 2004 and 2005,
respectively. Registrant is a holding company, and conducts all business through
its subsidiary corporations.
- - PAGE 3 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Products
Registrant's principal product categories are jewelry, timepieces,
sterling silver goods (other than jewelry), china, crystal, stationery,
fragrances and personal accessories.
Tiffany offers an extensive selection of TIFFANY & CO. brand jewelry at a
wide range of prices. In Fiscal 2002, 2003 and 2004, approximately 80%, 81% and
82%, respectively, of Registrant's net sales, in all channels of distribution,
were attributable to TIFFANY & CO. brand jewelry. Designs are developed by
employees, suppliers, independent designers and independent "name" designers.
See Designer Licenses below.
Retail Sales of TIFFANY & CO. Jewelry by Category*
Category % to total U.S % to total % to total U.S % to total % to total % to total
Retail U.S. Retail Retail Japan Retail Japan Retail Japan Retail
Sales Sales Sales Sales Sales Sales
2002 2003 2004 2002 2003 2004
- -------- -------------- ----------- -------------- ------------ ------------ ------------
A 21% 23% 24% 16% 18% 18%
B 16% 18% 19% 30% 33% 35%
C 10% 9% 10% 13% 12% 13%
D 30% 31% 30% 28% 25% 23%
(A) This category includes most gem jewelry other than engagement
jewelry. Most jewelry in this category is constructed of platinum,
although gold was used in approximately 18% of pieces in 2004. Most
items in this category contain diamonds, other gems or both. The
average U.S. price-point for goods sold in 2004 for merchandise in
this category was $3,801 in the U.S. and $2,062 in Japan.
(B) This category includes diamond rings, band rings and wedding bands
marketed to brides and grooms. Most jewelry in this category is
constructed of platinum, although gold was used in approximately 7%
of pieces in 2004. Most sales in this category are of items
containing diamonds. The average U.S. price-point for goods sold in
2004 for merchandise in this category was $3,549 in the U.S. and
$1,827 in Japan.
(C) This category generally consists of non-gemstone, gold or platinum
jewelry, although small gems are used as accents in some pieces. The
average U.S. price-point for goods sold in 2004 for merchandise in
this category was $927 in the U.S. and $1,004 in Japan.
(D) This category generally consists of non-gemstone, sterling silver
jewelry, although small gems are used as accents in some pieces. The
average U.S. price-point for goods sold in 2004 for merchandise in
this category was $188 in the U.S. and $235 in Japan.
* Sales include only sales made in TIFFANY & CO. retail stores or boutiques in
the United States and Japan. Jewelry marketed to men is not included in any
category discussed above.
In addition to jewelry, the Company sells TIFFANY & CO. brand merchandise
in the following categories: timepieces and clocks; sterling silver merchandise,
including flatware, hollowware (tea and coffee services, bowls, cups and trays),
trophies, key holders, picture frames and desk accessories; stainless steel
flatware; crystal, glassware, china and other tableware; custom engraved
stationery; writing instruments; and fashion accessories. Fragrance products are
sold under the trademarks TIFFANY, PURE TIFFANY and TIFFANY FOR MEN. Tiffany
also sells other brands of timepieces and tableware in its U.S. stores.
- - PAGE 4 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Products sold by Registrant in the "Other" channel of distribution include
jewelry, timepieces and clocks and decorative items sold under non-Tiffany
trademarks and tradenames, although a small amount of TIFFANY & CO. brand
merchandise is sold through Little Switzerland in the "Other" channel of
distribution.
Distribution and Marketing
Channels of Distribution
For financial reporting purposes, Registrant categorizes its sales as
follows:
U.S. Retail consists of retail sales transacted in Tiffany-operated
stores in the United States (see U.S. Retail below);
Direct Marketing consists of U.S. business-to-business, direct mail
catalog and Internet sales transacted by Tiffany (see Direct
Marketing below);
International Retail consists of both retail and wholesale sales of
TIFFANY & CO. merchandise to customers located outside the United
States, as well as a limited amount of business-to-business sales
and Internet sales (see International Retail below); and
Other consists of retail and wholesale sales transacted under
non-TIFFANY trademarks and trade names (i.e., LITTLE SWITZERLAND,
TEMPLE ST CLAIR and IRIDESSE). Other also includes sales of rough
and polished diamonds that were found unsuitable for Tiffany's
needs.
U.S. Retail
New York Flagship
Tiffany's New York flagship store on Fifth Avenue accounts for a
significant portion of the Company's sales and is the focal point for marketing
and public relations efforts. Approximately 10%, 9% and 10% of total Company net
sales for Fiscal 2002, 2003 and 2004, respectively, were attributable to the New
York store's retail sales. In Fiscal 2000, Tiffany commenced a multiyear
renovation and reconfiguration project to increase the store's selling space and
provide additional floor space for customer service and special exhibitions.
Tiffany opened the additional selling floor in Fiscal 2001, and renovations of
three other floors were completed by the end of Fiscal 2004. Tiffany anticipates
completion of its renovation plans within the next two years.
- - PAGE 5 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
U.S. Branch Stores
At January 31, 2005, in addition to its New York flagship store, Tiffany
had 54 branch stores in the United States. The following table identifies the
location and year of opening of each U.S. branch store:
U.S. BRANCH STORE OPENINGS
FISCAL FISCAL
YEAR YEAR
STORE LOCATION OPENED STORE LOCATION OPENED
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San Francisco, California 1963 Las Vegas, Nevada 1998
Houston, Texas 1963 Manhasset, New York 1998
Beverly Hills, California 1964 Seattle, Washington 1998
Chicago, Illinois 1966 Scottsdale, Arizona 1998
Atlanta, Georgia 1969 Century City, California 1999
Dallas, Texas 1982 Dallas (NorthPark), Texas 1999
Boston, Massachusetts 1984 Boca Raton, Florida 1999
Costa Mesa, California 1988 Tamuning, Guam 1999
Philadelphia, Pennsylvania 1990 Old Orchard, (Skokie) Illinois 2000
Vienna, Virginia 1990 Maui, Hawaii (Wailea) 2000
Palm Beach, Florida 1991 Greenwich, Connecticut 2000
Honolulu, Hawaii (Ala Moana) 1992 Portland, Oregon 2000
San Diego, California 1992 Tampa, Florida 2001
Troy, Michigan 1992 Santa Clara (San Jose), California 2001
Bal Harbour, Florida 1993 Honolulu, Hawaii (Waikiki) + 2002
Maui, Hawaii 1994 Bellevue, Washington 2002
Oak Brook, Illinois 1994 East Hampton, New York 2002
King of Prussia, Pennsylvania 1995 St. Louis, Missouri 2002
Short Hills, New Jersey 1995 Orlando, Florida 2002
White Plains, New York 1995 Coral Gables, Florida 2003
Hackensack, New Jersey 1996 Tumon Bay (DFS), Guam ++ 2003
Chevy Chase, Maryland 1996 Palm Desert, California 2003
Charlotte, North Carolina 1997 Walnut Creek, California 2003
Chestnut Hill, Massachusetts 1997 Edina, Minnesota 2004
Cincinnati, Ohio 1997 Kansas City, Missouri 2004
Palo Alto, California 1997 Palm Beach Gardens, Florida 2004
Denver, Colorado 1998 Westport, Connecticut 2004
+Replaced two previously existing Honolulu locations.
++Conversion from DFS trade location to U.S. Retail.
Most of Tiffany's U.S. branch stores display a representative selection of
merchandise, but none of them maintains the extensive selection carried by the
New York store. Management currently contemplates the opening of new TIFFANY &
CO. branch stores in the United States at the rate of approximately three to
five per year. Management regularly evaluates potential markets for new TIFFANY
& CO. stores with a view to the demographics of the area to be served, consumer
demand and the proximity of other luxury brands and existing TIFFANY & CO.
locations, recognizing that over-saturation of any market could diminish the
distinctive appeal of the
- - PAGE 6 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
TIFFANY & CO. brand. However, management believes that there are a significant
number of locations remaining in the United States that meet the requirements of
a TIFFANY & CO. location, particularly when the current 5,000 square foot format
stores are considered. Tiffany has entered into lease agreements to open
additional branches in Fiscal 2005 in Carmel, California; Naples, Florida;
Pasadena, California and San Antonio, Texas. See Item 2. Properties below for
further information concerning U.S. Retail store leases. U.S. TIFFANY & CO.
branch stores range in size from approximately 1,500 to 17,000 gross square feet
and total approximately 406,000 gross square feet. Prior to Fiscal 1993, an
average of approximately 45% of the floor space in each branch store was devoted
to retail selling. Stores opened between Fiscal 1993 and Fiscal 2001 generally
range from approximately 4,000 to 7,000 gross square feet and are designed to
devote approximately 60-70% of total floor space to retail selling. Branch
stores opened after Fiscal 2001 feature a store design format of approximately
5,000 gross square feet in size and display primarily jewelry and timepieces,
with a select assortment of china and crystal giftware. The East Hampton and
Palm Desert locations, both approximately 3,000 gross square feet in size,
represent the first two "resort" stores, with the upcoming Carmel, California
location to become the third such store.
Direct Marketing
Business Sales Division
Tiffany's Business Sales Division sales executives call on business
clients throughout the United States, selling products drawn from the retail
product line and items specially developed or sourced for the business market,
including trophies and items designed for the particular customer. Price
allowances are given to business account holders for certain purchases. Business
Sales Division customers have typically purchased for business gift giving,
employee service and achievement recognition awards, customer incentives and
other purposes. Products and services are marketed through an organization of
approximately 120 persons, through advertising in newspapers and business
periodicals and through the publication of special catalogs. Business account
holders may also make gift purchases through the Company's Website at
www.tiffanyforbusiness.com. During Fiscal 2003, Tiffany discontinued selling
service award programs.(1)
Catalogs
Tiffany also distributes catalogs of selected merchandise to its
proprietary list of customers and to mailing lists rented from third parties.
SELECTIONS(R) catalogs are published, supplemented by COLLECTIONS and other
catalogs.
Internet
Tiffany distributes a selection of more than 2,800 products through its
Website at www.tiffany.com for purchase in the United States. In Fiscal 2001,
the Company launched its U.K. Website at www.tiffany.com/uk to allow for
purchases of TIFFANY & CO. merchandise in England, Wales, Northern Ireland and
Scotland. In Fiscal 2005, the Company expects to extend e-commerce purchase
capabilities for such merchandise to Japan and Canada through Websites at
www.tiffany.co.jp and www.tiffany.ca.
- ----------
(1) Service award programs represented approximately 14% of Direct Marketing
Sales in Fiscal 2002 and 6% of Direct Marketing Sales in Fiscal 2003.
- - PAGE 7 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
The following table sets forth certain data with respect to mail, telephone and
Internet order operations for the periods indicated:
Fiscal Year
2002 2003 2004
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Number of names on catalog mailing and Internet
lists at fiscal year-end (consists of customers who
purchased by mail, telephone or Internet prior to
the applicable date):
1,788,008 2,237,349 2,440,622
Total catalog mailings during fiscal year (in
millions): 24.0 24.9 26.3
Total mail, telephone or Internet orders received
during fiscal year: 614,610 728,525 672,325
International Retail
Stores and boutiques included in the International Retail channel of
distribution are listed on the following page.
- - PAGE 8 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
International Locations
LOCATIONS OPERATED BY REGISTRANT'S SUBSIDIARIES
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JAPAN ASIA-PACIFIC EXCLUDING JAPAN
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Abeno, Kintetsu Department Store Australia: Brisbane, Queens Plaza (open 5/05)
Chiba, Mitsukoshi Department Store * Australia: Melbourne, Collins Street
Fukuoka, Mitsukoshi * (closed 2/05) Australia: Sydney, Castlereagh Street
Fukuoka, Mitsukoshi Department Store * China, Beijing, The Peninsula Palace Hotel
Ginza, Mitsukoshi Department Store * China, Shanghai, City Plaza
Hiroshima, Mitsukoshi Department Store * Hong Kong: Hong Kong Airport
Ikebukuro, Mitsukoshi Department Store * Hong Kong: International Finance Center
Ikebukuro, Tobu Department Store Hong Kong: Landmark Center
Kagoshima, Mitsukoshi Department Store * Hong Kong: Pacific Place
Kanazawa, Mitsukoshi * Hong Kong: Peninsula Hotel
Kashiwa, Takashimaya Department Store Hong Kong: Sogo Department Store
Kawasaki, Saikaya Department Store Korea: Pusan, Paradise Hotel
Kobe, Daimaru Department Store Korea: Seoul, Galleria Department Store
Kochi, Daimaru Department Store Korea: Seoul, Hyundai Department Store
Kokura, Izutsuya Department Store Korea: Seoul, Hyundai Coex Department Store
Koriyama, Usui Department Store Korea: Seoul, Lotte Downtown Department Store
Kumamoto, Tsuruya Department Store Korea: Seoul, Lotte World
Kurashiki, Mitsukoshi Department Store * (closed 2/05) Malaysia: Suria KLCC
Kyoto, Daimaru Department Store Singapore: Ngee Ann City
Kyoto, Takashimaya Department Store Singapore: Raffles Hotel
Matsuyama, Mitsukoshi Department Store * Taiwan: Kaohsiung, Hanshin Department Store
Nagoya Hoshigaoka, Mitsukoshi Dept. Store * Taiwan: Taipei, Regent Hotel
Nagoya, Mitsukoshi * Taiwan: Taipei, Sogo Department Store
Nagoya, Takashimaya Department Store Taiwan: Taichung, Sogo Department Store
Nihonbashi, Mitsukoshi Department Store * Taiwan: Taipei, Taipei Financial Center
Niigata, Mitsukoshi Department Store * -------------------------------------------------
Oita, Tokiwa Department Store EUROPE
Okayama, Tenmaya Department Store -------------------------------------------------
Okinawa, Mitsukoshi Department Store * England: London, Old Bond Street
Osaka, Mitsukoshi Department Store * (closed 2/05) England: London, The Royal Exchange
Osaka, Takashimaya Department Store England: London, Harrods Department Store
Osaka, Umeda England: London, Sloane Street
Sagamihara, Isetan Department Store France: Paris, Rue de la Paix
Sapporo, Mitsukoshi Department Store * France: Paris, LePrintemps Department Store
Sapporo, Daimaru Dept. Store Germany: Frankfurt
Sendai, Mitsukoshi Department Store * Germany: Munich
Shinjuku, Isetan Department Store Italy: Florence
Shinjuku, Mitsukoshi Department Store * Italy: Milan
Shinsaibashi, Daimaru Department Store Italy: Rome
Shizuoka, Matsuzakaya Department Store Switzerland: Zurich
Tachikawa, Isetan Department Store
Takamatsu, Mitsukoshi Department Store *
Takasaki, Takashimaya Department Store
Continued on Next Page
*Operated by Registrant's Subsidiaries with Mitsukoshi Ltd.
- - PAGE 9 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
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JAPAN (Cont'd) CANADA AND CENTRAL/SOUTH AMERICA
- ----------------------------------------------------------- ------------------------------------------------------
Tamagawa, Takashimaya Department Store Canada: Toronto
Tokyo Bay, Ikspiari * Mexico: Mexico City, Palacio Store, Polanco
Tokyo, Ginza Flagship Store * Mexico: Mexico City, Palacio Store, Perisur
Tokyo, Marunouchi Mexico: Mexico City, Masaryk
Tottori, Daimaru Department Store Mexico: Puebla, Palacio Store
Umeda, Daimaru Department Store Brazil: Sao Paulo, Iguatemi Shopping Center
Utsunomiya, Tobu Department Store Brazil: Sao Paulo, Jardins
Wakayama, Kintetsu Department Store
Yokohama, Landmark Plaza, Mitsukoshi *
Yokohama, Mitsukoshi Department Store * (closed 3/05)
Yokohama, Takashimaya Department Store (open 4/05)
*Operated by Registrant's Subsidiaries with Mitsukoshi Ltd.
Business with Mitsukoshi
On August 1, 2001, Registrant's wholly-owned subsidiary, Tiffany & Co.
Japan Inc. ("Tiffany-Japan"), entered into agreements with Mitsukoshi Ltd. of
Japan ("Mitsukoshi"). These agreements continued long-standing commercial
relationships that Registrant and its affiliated companies had with Mitsukoshi.
These agreements will expire on January 31, 2007.
In Fiscal 2002, 2003 and 2004, respectively, total Japan sales of TIFFANY
& CO. merchandise represented 26%, 24% and 22% of Registrant's net sales. Sales
recorded in retail locations operated in connection with Mitsukoshi accounted
for 16%, 14% and 12% of Registrant's net sales in those years.
Tiffany-Japan has merchandising and marketing responsibilities in the
operation of TIFFANY & CO. Boutiques in Mitsukoshi's stores and other locations
throughout Japan. Mitsukoshi acts for Tiffany-Japan in the sale of merchandise
owned by Tiffany-Japan. Tiffany recognizes as revenues the retail price charged
to the ultimate consumer in Japan. Tiffany-Japan holds inventories for sale,
establishes retail prices, bears the risk of currency fluctuations, provides one
or more brand managers in each boutique, controls merchandising and displays
within the boutiques, manages inventory and controls and funds all advertising
and publicity programs with respect to TIFFANY & CO. merchandise. Mitsukoshi
provides and maintains boutique facilities and assumes retail credit and certain
other risks.
Mitsukoshi provides retail staff in "Standard Boutiques" and Tiffany-Japan
provides retail staff in "Concession Boutiques." At present, there are 10
Standard Boutiques and 10 Concession Boutiques. Risk of inventory loss varies
depending on whether the boutique is a Standard Boutique or a Concession
Boutique. Mitsukoshi bears responsibility for loss or damage to the merchandise
in Standard Boutiques and Tiffany-Japan bears the risk in Concession Boutiques.
Mitsukoshi retains a portion (the "basic portion") of the net retail sales
made in TIFFANY & CO. Boutiques. The basic portion varies depending on the type
of Boutique and the retail price of the merchandise involved. Through January
31, 2003, Mitsukoshi's basic portion was 27% in Standard Boutiques and 20% in
Concession Boutiques for most merchandise. From February 1, 2003 through the
expiration of the 2001 Agreement, the highest
- - PAGE 10 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
basic portion available to Mitsukoshi will be 26% in any Standard Boutique and
not less than 17% for any Concession Boutique.
Tiffany-Japan also pays Mitsukoshi an incentive fee of 5% of the amount by
which boutique sales increase above "Target Sales" calculated on a per-boutique
basis. Target Sales means a year-to-year increase that is greater than the
lesser of (i) 10% or (ii) a sales goal set by Tiffany-Japan.
In June 2003, through its purchase of a trust beneficiary interest,
Registrant's Japanese affiliate acquired the land and building housing the
12,000 gross square foot TIFFANY & CO. store located in Tokyo's Ginza shopping
district (the "Tokyo Flagship Store"). The Tokyo Flagship Store is leased by
Tiffany-Japan to Mitsukoshi. Tiffany-Japan bears all costs of operating the
Premises. Tiffany-Japan selects and furnishes merchandise for display in the
Flagship Store, prices the merchandise for retail sale, bears all risk of loss
until the merchandise is sold to a customer and determines all issues of
display, packaging, signage and advertising. Mitsukoshi acts for Tiffany-Japan
in the sale of the merchandise, collects and holds the sales proceeds, makes
credit available to customers, bears all credit losses and provides its
point-of-sale transaction processing system (the "POS System"). Tiffany-Japan
provides all necessary staff other than employees provided by Mitsukoshi in
connection with the POS System. Management of the Tokyo Flagship Store, other
than with respect to the POS System, is the responsibility of Tiffany-Japan.
After compensating Tiffany-Japan on a percentage-of-sales basis for rent and
staffing, Mitsukoshi is allocated 3% of net sales made in the Tokyo Flagship
store.
International Wholesale Distribution
Selected TIFFANY & CO. merchandise is sold to independent distributors for
resale in markets in Central/Latin/South American, Caribbean, Canadian,
Asia-Pacific, Russian and Middle Eastern regions. Such sales represented 1.5% of
net sales in Fiscal 2004.
Management anticipates continued expansion of international wholesale
distribution in Central/Latin/South American, Caribbean and Asia-Pacific regions
as markets are developed.
Expansion of Worldwide Retail Operations
Registrant expects to continue to open TIFFANY & CO. stores in locations
outside the United States. However, the timing and success of this program will
depend upon many factors, including Registrant's ability to obtain suitable
retail space on satisfactory economic terms and the extent of consumer demand
for TIFFANY & CO. products in overseas markets. Such demand varies from market
to market.
The Company's commercial relationship with Mitsukoshi and Mitsukoshi's
ability to continue as a leading department store operator have been and will
continue to be substantial factors in the Company's continued success in Japan.
Presently, TIFFANY & CO. boutiques are located in 20 Mitsukoshi department
stores and other retail locations operated with Mitsukoshi in Japan. The Company
also operates 30 boutiques primarily in department stores other than Mitsukoshi,
in locations within Japan.
The arrangements with other Japanese department stores are substantially
similar to the Company's relationship with Mitsukoshi, with varying fees from
store to store. In recent years, the
- - PAGE 11 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Japanese department store industry has, in general, suffered declining sales.
There is a risk that such financial difficulties will force consolidations or
store closings. Should one or more Japanese department store operators elect or
be required to close one or more stores now housing a TIFFANY & CO. boutique,
the Company's sales and earnings would be reduced while alternate premises were
being obtained.
Tiffany began its ongoing program of international expansion through
proprietary retail stores in 1986 with the establishment of the London flagship
store. Company-operated international TIFFANY & CO. stores and boutiques range
in size from approximately 700 to 15,000 gross square feet and total
approximately 279,000 gross square feet devoted to retail purposes. The
following chart details the growth in TIFFANY & CO. stores and boutiques since
Fiscal 1987 on a worldwide basis:
Worldwide TIFFANY & CO. Retail Locations Operated by Registrant's Subsidiary
Companies
Americas and Europe Asia-Pacific
----------------------------------- ------------------------------
Canada,
Central/Latin
End of /South
Fiscal: U.S. Americas Europe Japan Elsewhere Total
- ------- ---- ------------- ------ ----- --------- -----
1987 8 0 2 0 0 10
1988 9 0 3 0 1 13
1989 9 0 5 0 2 16
1990 12 0 5 0 3 20
1991 13 1 7 0 4 25
1992 16 1 7 7 4 35
1993 16 1 6 37** 5 65
1994 18 1 6 37 7 69
1995 21 1 6 38 9 75
1996 23 1 6 39 12 81
1997 28 2 7 42 17 96
1998 34 2 7 44 17 104
1999 38 3 8 44 17 110
2000 42 4 8 44 21 119
2001 44 5 10 47 20 126
2002 47 5 11 48 20 131
2003 51 7 11 50 22 141
2004 55 7 12 53 24 151
**Prior to July 1993, many TIFFANY & CO. boutiques in Japan were operated by
Mitsukoshi (ranging from 21 in 1987 to 29 in 1993). See Business with Mitsukoshi
above.
- - PAGE 12 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Other (previously called Specialty Retail)
In Fiscal 2002, the Company established this channel of distribution to
include the consolidated results of existing or future businesses that sell or
will sell merchandise under non-TIFFANY trademarks and trade names. In Fiscal
2004, the Company also initiated, through this channel of distribution,
wholesale sales of rough and unpolished diamonds that were found to be
unsuitable for Tiffany's needs.
Registrant believes that the sale of merchandise under non-Tiffany
trademarks and tradenames offers an opportunity to achieve incremental growth in
sales and earnings without diminishing the distinctive appeal of the TIFFANY &
CO. brand. Businesses to be developed or acquired for this channel have been and
will be chosen with a view to more fully exploit Registrant's established
infrastructure for distribution and manufacturing of luxury products, store
development and brand management.
Little Switzerland, Inc.
In October 2002, the Company, through a subsidiary, completed the
acquisition of all the shares of Little Switzerland, Inc., a specialty retailer
of brand name watches, jewelry, china, crystal and giftware. Little Switzerland
stores are located on six Caribbean islands (St. Thomas (3); St. Maarten/St.
Martin (3); St. John (1); Aruba (6); Curacao (1); and Barbados (1)) and in
Florida (Key West (3); Sunrise (1)) and Alaska (Skagway (2); Juneau (1); and
Ketchikan (1)), and appeal primarily to tourists from the United States. Little
Switzerland sells primarily non-TIFFANY brand products, but certain stores carry
selected TIFFANY & CO. merchandise.
Temple St. Clair L.L.C.
In December 2002, the Company invested in Temple St. Clair L.L.C., a
privately held company engaged in the design and wholesale sale of jewelry in
the United States. Temple St. Clair has exclusive rights to the designs of
Temple St. Clair Carr. In Fiscal 2003, Temple St. Clair opened its first retail
boutiques in Costa Mesa, California and Short Hills, New Jersey. The results of
Temple St. Clair's operations are being consolidated in the Registrant's
financial statements based upon ownership interest and control over the
operations of the business.
Iridesse, Inc.
In Fiscal 2004, the Company organized a new retail subsidiary, under the
name Iridesse, Inc., to exclusively engage in the design and retail sale of
pearl jewelry in the United States. In Fiscal 2004, Iridesse opened its first
retail boutiques in Short Hills, New Jersey and McLean, Virginia. Iridesse has
entered into lease agreements to open additional branches in Fiscal 2005,
including a lease in Woodfield, Illinois and plans to open others. The results
of Iridesse's operations are being consolidated in the Registrant's financial
statements.
Wholesale Diamond Sales
In Fiscal 2004, the Company implemented the sale of rough and polished
diamonds that were found unsuitable for Tiffany's needs. Rough or cut stones
that do not meet Tiffany's quality standards are sold to third parties through
the Other channel of distribution. The Company's objective from such sales is to
recoup its original costs, thereby earning minimal, if any, gross margin on
those transactions.
- - PAGE 13 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Advertising and Promotion
Tiffany regularly advertises, primarily in newspapers and magazines, and
periodically conducts product promotional events. In Fiscal 2002, 2003 and 2004,
Tiffany spent approximately $101.9 million, $122.4 million and $135.0 million,
respectively, on worldwide advertising, which include costs for media,
production, catalogs, promotional events and other related items.
Public Relations (promotional) activity is a significant aspect of
Registrant's business. Management believes that Tiffany's image is enhanced by a
program of charity sponsorships, grants and merchandise donations. Donations are
also made to The Tiffany & Co. Foundation, a private foundation organized to
support 501(c)(3) charitable organizations with efforts concentrated in the
education and preservation of the arts and environmental conservation. Tiffany
also engages in a program of retail promotions and media activities to maintain
consumer awareness of the Company and its products. Each year, Tiffany publishes
its well-known Blue Book which showcases jewelry and other merchandise.
Tiffany's window displays are another important aspect of Tiffany's promotional
efforts. John Loring, Tiffany's Design Director, is the author of numerous books
featuring TIFFANY & CO. products. Registrant considers these and other
promotional efforts important in maintaining Tiffany's image.
Trademarks
The designations TIFFANY(R) and TIFFANY & CO.(R) are the principal
trademarks of Tiffany, as well as serving as trade names. Through its
subsidiaries, the Company has obtained and is the proprietor of trademark
registrations for TIFFANY and TIFFANY & CO., as well as the TIFFANY BLUE BOX(R)
and the color TIFFANY BLUE(R) for a variety of product categories in the United
States and in other countries. Over the years, Tiffany has maintained a program
to protect its trademarks and has instituted legal action where necessary to
prevent others either from registering or using marks which are considered to
create a likelihood of confusion with the Company or its products. Tiffany has
been generally successful in such actions and management considers that its
United States trademark rights in TIFFANY and TIFFANY & CO. are strong. However,
use of the designation TIFFANY by third parties (often small companies) on
unrelated goods or services, frequently transient in nature, may not come to the
attention of Tiffany or may not rise to a level of concern warranting legal
action. Tiffany actively pursues those who counterfeit or sell counterfeit
TIFFANY & CO. goods through civil action and cooperation with criminal law
enforcement agencies. However, counterfeit TIFFANY & CO. goods remain available
in many markets and the cost of enforcement is expected to continue to rise. In
the past two years, there has been an increase in the availability of
counterfeit goods, predominantly silver jewelry, in various markets by street
vendors and small retailers and on the Internet. The continued availability of
counterfeit goods within these various markets has the potential, in the long
term, to devalue the Tiffany brand.
Despite the general fame of the TIFFANY and TIFFANY & CO. name and mark
for the Company's products and services, Tiffany is not the sole person entitled
to use the name TIFFANY in every category in every country of the world; third
parties have registered the name TIFFANY in the United States in the food
services category, and in a number of foreign countries in respect of certain
product categories (including, in a few countries, the categories of fragrance,
cosmetics, jewelry, eyeglass frames, clothing and tobacco products) under
circumstances where Tiffany's rights were not sufficiently clear under local
law, and/or where management concluded that Tiffany's foreseeable business
interests did not warrant the expense of litigation.
- - PAGE 14 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Designer Licenses
Tiffany has been the sole licensee for jewelry designed by Elsa Peretti,
Paloma Picasso and the late Jean Schlumberger since Fiscal 1974, 1980 and 1956,
respectively. In Fiscal 1992, Tiffany acquired trademark and other rights
necessary to sell the designs of the late Mr. Schlumberger under the
TIFFANY-SCHLUMBERGER trademark. Ms. Peretti and Ms. Picasso retain ownership of
copyrights for their designs and of their trademarks and exercise approval
rights with respect to important aspects of the promotion, display, manufacture
and merchandising of their designs. Tiffany is required by contract to devote a
portion of its advertising budget to the promotion of their respective products;
each is paid a royalty by Tiffany for jewelry and other items designed by them
and sold under their respective names. Written agreements exist between Ms.
Peretti and Tiffany and between Ms. Picasso and Tiffany but may be terminated by
either party following six months notice to the other party. Tiffany is the sole
retail source for merchandise designed by Ms. Peretti worldwide; however, she
has reserved by contract the right to appoint other distributors in markets
outside the United States, Canada, Japan, Singapore, Australia, Italy, the
United Kingdom, Switzerland and Germany.
The designs of Ms. Peretti accounted for 15%, 15% and 14% of the Company's
net sales in Fiscal 2002, 2003 and 2004, respectively. Merchandise designed by
Ms. Picasso accounted for 4% of the Company's net sales in Fiscal 2002, 2003 and
2004.
Registrant's operating results could be adversely affected were it to
cease to be a licensee of either of these designers or should its degree of
exclusivity in respect of their designs be diminished.
Merchandise Purchasing, Manufacturing and Raw Materials
Merchandise offered for sale by the Company is supplied from Tiffany's
jewelry and silver goods manufacturing facilities in Cumberland, Rhode Island;
Cranston, Rhode Island; Pelham, New York; the hollowware manufacturing facility
in Tiffany's Retail Service Center and through purchases and consignments from
others. It is Registrant's long-term objective to continue its expansion of
Tiffany's internal manufacturing operations. However, it is not expected that
Tiffany will ever manufacture all of its needs. Factors to be considered in its
decision to outsource manufacturing include product quality, gross margin
improvement, access to or mastery of various jewelry-making skills and
technology, support for alternative capacity and the cost of capital
investments. The following table shows Tiffany's sources of jewelry merchandise,
based on cost, for the periods indicated:
Jewelry Merchandise Fiscal Years
2002 2003 2004
---- ---- ----
Finished Goods produced by Tiffany* 58% 57% 63%
Finished Goods purchased from others 42% 43% 37%
--- --- ---
Total 100% 100% 100%
=== === ===
*Includes raw materials provided by Tiffany to subcontractors.
A substantial majority of non-jewelry merchandise is purchased from
others.
- - PAGE 15 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Gems and precious metals used in making Tiffany's jewelry may be purchased
from a variety of sources. For the most part, purchases of such materials are
from suppliers with which Tiffany enjoys long-standing relationships.
Products containing one or more diamonds of varying sizes, including
diamonds used as accents, side-stones and center-stones, accounted for
approximately 36%, 40% and 43% of Tiffany's net sales in Fiscal 2002, 2003 and
2004, respectively. Products containing one or more diamonds of one carat or
larger accounted for less than 10% of net sales in each of those years. Tiffany
purchases cut diamonds principally from eight key vendors. Were trade relations
between Tiffany and one or more of these vendors to be disrupted, the Company's
sales would be adversely affected in the short term until alternative supply
arrangements could be established. Diamonds of one carat or greater of the
quality the Company demands are, on a relative basis, more difficult to acquire
than smaller diamonds. Established sources for smaller stones would be more
easily replaced in the event of a disruption in supply than could sources for
larger-sized stones.
Except as noted above, Tiffany believes that there are numerous
alternative sources for gems and precious metals and that the loss of any single
supplier would not have a material adverse effect on its operations.
In Fiscal 1999, the Company made a 14.7% equity investment ($71 million)
in Aber Diamond Corporation ("Aber"), a publicly-traded company headquartered in
Canada, by purchasing 8 million unregistered shares of its common stock. In
Fiscal 2004, the Company sold this investment. Aber holds a 40% interest in the
Diavik Diamond Mine in Northwest Canada. Under the Company's continuing diamond
purchase agreement with Aber, Tiffany is obligated to purchase at least $50
million in diamonds annually, if available, (in assortments of diamonds expected
to cut/polish to Tiffany's quality standards) during the next 9 years.
The supply and price of rough (uncut and unpolished) diamonds in the
principal world markets have been and continue to be significantly influenced by
a single entity, the Diamond Trading Corporation (the "DTC") of De Beers
Centenary AG, a Swiss corporation. However, the role of the DTC is rapidly
changing and that change has greatly affected, and will continue to affect,
traditional channels of supply in the markets for rough and cut diamonds. The
DTC continues to supply a significant portion of the world market for rough,
gem-quality diamonds, notwithstanding that its historical ability to control
worldwide production supplies has been significantly diminished due to changing
politics in diamond-producing countries and revised contractual arrangements
with independent mine operators. Also, the DTC may no longer maintain a reserve
of diamonds as a mechanism to control available supplies. Nonetheless, the DTC
continues to exert a significant influence on the demand for polished diamonds
through advertising and marketing efforts throughout the world and through the
requirements it imposes on those who purchase rough diamonds from the DTC
("sight-holders"). However, the DTC has recently reduced the number of
sight-holders and has announced that those who will remain sight-holders will be
expected to be involved in diamond advertising, promotional and branding
initiatives or to supply diamonds to those who are.
Until Fiscal 2003, Tiffany did not purchase rough diamonds. In Fiscal
2004, Tiffany acquired an equity interest in a firm that is a sight-holder. In
addition to the aforementioned firm, some, but not all, of Tiffany's suppliers
are DTC sight-holders, and it is estimated that a significant portion of the
diamonds that Tiffany has purchased have had their source with the DTC.
- - PAGE 16 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Tiffany expects to continue to purchase rough diamonds from Aber and other
sellers through its affiliated companies. Tiffany sorts, processes, and
cuts/polishes some diamonds purchased from Aber and other sellers. Other
diamonds are provided to contractors for cutting/polishing and return. In
conducting these activities, it is Tiffany's intention to supply its own needs
for cut/polished diamonds to as great an extent as possible. Tiffany will strive
to minimize the number of rough or cut stones that do not meet its quality
standards and must be sold to third parties; however, some such sales are
inevitable and have been conducted through Registrant's "Other" channel of
distribution. The Company's objective from such sales is to recoup its original
costs, thereby earning minimal, if any, gross margin on those transactions.
The availability and price of diamonds to the DTC, Tiffany and Tiffany's
suppliers may be, to some extent, dependent on the political situation in
diamond-producing countries, the opening of new mines and the continuance of the
prevailing supply and marketing arrangements for rough diamonds. As a
consequence of changes in the sight-holder system and increased competition in
the retail diamond trade, substantial competition exists for rough diamonds,
which resulted in significant increases in diamond prices in Fiscal 2004.
Sustained interruption in the supply of rough diamonds, an over-abundance of
supply or a substantial change in the marketing arrangements described above
could adversely affect Tiffany and the retail jewelry industry as a whole.
Changes in the marketing and advertising policies of DTC and its direct
purchasers could affect consumer demand for diamonds. Additionally, an affiliate
of the DTC has formed a joint venture with an affiliate of a major luxury goods
retailer for the purpose of retailing diamond jewelry. This joint venture has
become a competitor of Tiffany. Further, the DTC has encouraged its
sight-holders to engage in diamond brand development, which may also increase
demand for diamonds and affect the supply of diamonds in certain categories.
Increasing attention has been focused within the last few years on the
issue of "conflict" diamonds. Conflict diamonds are extracted from war-torn
geographic regions and sold by rebel forces to fund insurrection. Allegations
have been made in the press that diamond trading is used as a source of funds to
further terrorist activities. Concerned participants in the diamond trade,
including Tiffany and non-government organizations, seek to exclude such
diamonds, which represent a small fraction of the world's supply, from
legitimate trade through an international system of certification and
legislative initiatives. It is expected that such efforts will not substantially
affect the supply of diamonds.
Synthetic diamonds have become available in small quantities. Although
significant questions remain as to the ability of producers to produce synthetic
diamonds economically within a full range of sizes and natural diamond colors,
and as to consumer acceptance of synthetic diamonds, it is possible that
synthetic diamonds may become a factor in the market. Should synthetic diamonds
come into the market in significant quantities at prices significantly below
those for natural diamonds of comparable quality, the price for natural diamonds
may fall unless consumers are willing to pay a premium for natural diamonds.
Such a price decline could affect the price that Tiffany is able to obtain for
its products. Also, a significant decline in the price of natural diamonds may
affect the economics of diamond mining, causing some mining operations to become
uneconomic; this, in turn, could lead to shortages in natural diamonds.
Finished jewelry is purchased from approximately 80 manufacturers, most of
which have long-standing relationships with Tiffany. Tiffany believes that there
are alternative sources for most jewelry items; however, due to the
craftsmanship involved in certain designs, Tiffany would have difficulty in
finding readily available alternatives in the short term.
- - PAGE 17 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Components for TIFFANY & CO. brand timepieces are manufactured and
assembled by third parties. Approximately 57% of net watch sales during Fiscal
2004 were attributable to a single manufacturer. Nearly all movements for
Tiffany's new MARK line of watches are purchased from a single manufacturer. The
loss of this manufacturer could result in the unavailability of timepieces
during the period necessary for Tiffany to arrange for new production.
Competition
Registrant encounters significant competition in all of its product lines
from other third-party providers, some of which specialize in just one area in
which the Company is active. Many of the Company's competitors have established
worldwide, national or local reputations for style, quality, expertise and
customer service similar to that of the Company and compete on the basis of that
reputation. Other jewelers and retailers compete primarily through advertised
price promotion. The Company competes on the basis of reputation for high
quality products, brand recognition, customer service and distinctive
value-priced merchandise and does not engage in price promotional advertising.
See Merchandise Purchasing, Manufacturing and Raw Materials above.
Competition for engagement jewelry sales is particularly fierce and
becoming more so. The rise of the Internet and increased use of diamond
condition reports issued by independent gemological associations have given rise
to the mistaken impression amongst certain consumers that diamonds are commodity
items and that significant quality differences do not exist. Tiffany's price for
diamonds reflects the rarity of the stones it offers and the rigid parameters it
exercises with respect to the cut, clarity and other quality factors which
increase the beauty of Tiffany diamonds, but also increase Tiffany's cost.
Tiffany competes in this market by stressing quality, while some competitors
offer inferior diamonds claiming they are comparable, but at lesser prices.
The international marketplace for the Company's products is highly
competitive. Although the Company believes that the name TIFFANY & CO. is known
internationally, and although Tiffany did operate retail stores in London and
Paris prior to World War II, the Company did not have a retail presence in
Europe in the post-war era until 1986. Accordingly, consumer awareness of
Tiffany & Co. and its products is not as strong in Europe as in the U.S. or in
Japan, where Tiffany has distributed its products for many years. The Company
expects that its overseas stores will continue to experience intense competition
from established retailers in international cities where TIFFANY & CO. stores
are or may eventually be located.
Registrant also faces increasing competition in the area of direct
marketing. A growing number of direct sellers compete for access to the same
mailing lists of known purchasers of luxury goods. Tiffany currently distributes
selected merchandise through its Website at www.tiffany.com and anticipates
continuing competition in this area as the technology evolves. Tiffany does not
offer diamond engagement jewelry through its Website, while certain of Tiffany's
competitors do. Nonetheless, Tiffany will seek to maintain and improve its
position in the Internet marketplace by refining and expanding its merchandise
selection and services.
Seasonality
As a jeweler and specialty retailer, the Company's business is seasonal in
nature, with the fourth quarter typically representing a proportionally greater
percentage of annual sales, earnings from operations and cash flow. Management
expects such seasonality to continue.
- - PAGE 18 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Employees
As of January 31, 2005, the Registrant's subsidiary corporations employed
an aggregate of approximately 7,341 full-time and part-time persons. Of those
employees, 5,424 are employed in the United States. Of the total number of
employees, approximately 1,704 persons are salaried employees, 932 are engaged
in manufacturing and 3,695 are retail store personnel. Approximately 14 of the
total number of employees are represented by unions. Registrant believes that
relations with its employees and these unions are good.
ITEM 2. PROPERTIES
Registrant both owns and leases its principal operating facilities and
occupies its various store premises under lease arrangements that are generally
on a two to ten-year basis.
New York Flagship Store
In November 1999, Tiffany repurchased the land and building housing its
flagship store at 727 Fifth Avenue in New York City. Prior to its repurchase,
Tiffany had leased the building since 1984. Constructed for Tiffany in 1940, the
building was designed to be a retail store for the Company and is believed to be
well located for this function. Currently, approximately 40,000 gross square
feet of this 124,000 square foot building are devoted to retail sales, with the
balance devoted to administrative offices, certain product services, jewelry
manufacturing and storage. In Fiscal 2000, Tiffany commenced a multiyear
renovation and reconfiguration project to increase the store's selling space and
provide additional floor space for customer service and special exhibitions. An
additional selling floor was opened in November 2001 and renovations of three
other floors were completed by the end of Fiscal 2004. Tiffany anticipates
completion of its renovation plans within the next two years.
London Flagship Store
In October 2002, Registrant purchased through a subsidiary the building
housing its flagship European store at 25/25A Old Bond Street in London and the
adjacent building at 15 Albermarle Street. The London store had been leased
since Fiscal 1986 and was expanded to its current 15,200 gross square feet in
1991. In Fiscal 2004, a renovation and reconfiguration plan commenced to
increase the store's interior selling space by approximately 60%. The renovation
plan will occur in several phases through Fiscal 2006.
Tokyo Flagship Store
In June 2003, through its purchase of a trust beneficiary interest,
Registrant's Japanese affiliate acquired the land and building housing its
flagship store in Tokyo's Ginza shopping district. The 61,000 square foot,
nine-story building houses retail, restaurant and office tenants, including the
TIFFANY & CO. store located on the street level, second and third floors. Prior
to its purchase, the Tokyo flagship store had been leased and subleased by
Tiffany-Japan to Mitsukoshi. The store was expanded to its current 12,000 gross
square feet in Fiscal 1999.
- - PAGE 19 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Retail Service Center
In Fiscal 1995, Tiffany entered into a lease of undeveloped property in
Parsippany, New Jersey, in order to construct and occupy a new distribution
facility. In April 1997, construction of the "Retail Service Center" ("RSC") on
that property was completed and Tiffany commenced operations. The RSC is a
combined warehouse, distribution, light manufacturing, computing and office
center. To meet increased demand, the computer and office center areas were
expanded during Fiscal 2001. In January 2001, Tiffany exercised its right under
the lease to purchase the RSC for a scheduled purchase price. This capital lease
buyout was completed on January 31, 2002. Registrant believes that the RSC has
been properly designed to handle worldwide distribution functions and that it is
suitable for that purpose. The RSC comprises approximately 370,000 square feet,
of which approximately 186,000 square feet are devoted to office and computer
operations use, with the balance devoted to warehousing, shipping, receiving,
light manufacturing, merchandise processing and other distribution functions.
The RSC specializes in receipt of merchandise from around the world and
replenishment of retail stores.
Customer Fulfillment Center
In anticipation of growth in sales volume, in Fiscal 2001 Tiffany entered
into a ground lease of undeveloped property in Hanover Township, New Jersey in
order to construct and occupy a Customer Fulfillment Center ("CFC") to manage
the warehousing and processing of direct-to-customer orders and to perform other
distribution functions. Construction of the CFC was completed and Tiffany
commenced operations at this facility in September 2003 under a temporary
certificate of occupancy, with a permanent certificate of occupancy anticipated
when the landlord completes certain corrective work to the property to the
satisfaction of the Township. Tiffany and the landlord also have a dispute over
the landlord's entitlement to reimbursement of certain costs associated with the
landlord's site work. The CFC comprises approximately 266,000 square feet, of
which approximately 34,500 square feet are devoted to office use, and the
balance to warehousing, shipping, receiving, merchandise processing and other
warehouse functions.
Manufacturing Facility - Cumberland, Rhode Island
Tiffany's manufacturing facility in Cumberland, Rhode Island commenced
operations in May of 2001. It is a 100,000 square foot facility that was
specially designed and constructed for Tiffany for the manufacture of jewelry.
It produces a significant portion of the silver, gold and platinum jewelry and
silver accessory items sold under the TIFFANY & CO. trademark.
Manufacturing Facility - Cranston, Rhode Island
On January 31, 2003 Tiffany purchased a warehouse facility and land
located in Cranston, Rhode Island. During Fiscal 2003, Tiffany renovated the
75,000 square foot building to process metals for raw material use.
- - PAGE 20 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Manufacturing Facilities - Westchester County, New York
On July 1, 1997, Tiffany entered into a lease for a 34,280 square foot
manufacturing facility in Pelham, New York, to expire on June 30, 2008. In
Fiscal 2004, Tiffany modified the lease to add an additional 10,200 square feet
to the lease, subject to the original expiration date.
On February 16, 2005, Tiffany purchased approximately 22,000 square feet
of space to be used as a manufacturing facility for jewelry setting in Mount
Vernon, New York.
U.S. TIFFANY & CO. Branch Retail Store Leases
Set forth below is the expiration date for each of Tiffany's existing
branch and subsidiary retail store leases (and, where applicable, optional
renewal terms):
U.S. BRANCH TIFFANY & CO. STORE LEASES
CITY STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
- ---- ----------- ---------------------------------- ------------------ -------------------
Atlanta GA Phipps Plaza Shopping Center July 31, 2010
Bal Harbour FL Bal Harbour Shops May 31, 2014
Bellevue WA Bellevue Square May 31, 2017
Beverly Hills CA Two Rodeo Drive October 6, 2020
Boca Raton FL Town Center at Boca January 31, 2010 One five-year term
Boston MA Copley Place July 31, 2009 Two five-year terms
Century City CA Century City Shopping Center June 30, 2009
Charlotte NC SouthPark Mall September 30, 2015 One five-year term
Chestnut Hill MA The Atrium at Chestnut Hill January 31, 2008 One five-year term
Chevy Chase MD 5500 Wisconsin Avenue January 31, 2006
Chicago IL 730 North Michigan Avenue October 20, 2012 Two five-year terms
Cincinnati OH Fountain Place November 30, 2012 Two five-year terms
Coral Gables FL Village of Merrick Park January 31, 2014 One five-year term
Costa Mesa CA South Coast Plaza January 31, 2019
Dallas TX The Galleria May 31, 2009
Dallas TX NorthPark Center May 31, 2009 One five-year term
Denver CO Cherry Creek Shopping Center January 31, 2008 One five-year term
East Hampton NY 53 Main Street February 29, 2012 Two five-year terms
Edina MN Galleria Shopping Center January 31, 2015 One five-year term
Greenwich CT 140 Greenwich Avenue July 31, 2010 Two five-year terms
Hackensack NJ Riverside Square Mall September 30, 2006
Honolulu HI Ala Moana Center January 31, 2011
Honolulu HI 2100 Kalakaua Avenue October 31, 2017 Two five-year terms
Houston TX The Galleria September 30, 2006
Kansas City MS Country Club Plaza January 31, 2020 One five-year term
King of Prussia PA The Plaza at King of Prussia November 30, 2005 One five-year term
Las Vegas NV Bellagio March 1, 2008 One ten-year term
Manhasset NY Americana Shopping Center June 9, 2008
Maui HI Whalers Village July 31, 2005 Renewal under
negotiation
Maui HI The Shops at Wailea November 30, 2010 One five-year term
Oak Brook IL Oakbrook Center April 30, 2009 Two five-year terms
Old Orchard IL Old Orchard Shopping Center April 30, 2010 One five-year term
Orlando FL The Mall at Millenia December 31, 2012 One five-year term
Palm Beach FL 259 Worth Avenue May 31, 2007 Two five-year terms
Palm Beach Gardens FL The Gardens of Palm Beaches January 31, 2015 One five-year term
Palm Desert CA The Gardens on El Pasco January 31, 2014 One five-year term
Palo Alto CA Stanford Shopping Center May 31, 2007
- - PAGE 21 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
CITY STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
- ---- ----------- ---------------------------------- ------------------ -------------------
Philadelphia PA The Bellevue June 30, 2010 One five-year term
Portland OR Pioneer Place December 31, 2010 One five-year term
San Diego CA Fashion Valley Shopping Center December 31, 2007 One five-year term
San Francisco CA Union Square October 23, 2011 One ten-year term
Santa Clara (San CA Westfield Shoppingtown Valley January 31, 2012
Jose) Fair
Scottsdale AZ Scottsdale Fashion Square December 31, 2008 One five-year term
Seattle WA Pacific Place October 28, 2008 Two five-year terms
Short Hills NJ The Mall at Short Hills January 31, 2010
St. Louis MO Plaza Frontenac September 26, 2012 One five-year term
Tampa FL International Plaza January 31, 2011 One five-year term
Tamuning Guam Tumon Bay - DFS February 28, 2008
Tamuning Guam Tumon Sands Plaza September 30, 2008
Troy MI The Somerset Collection September 30, 2007
Vienna VA Fairfax Square March 31, 2010 One five-year term
Walnut Creek CA The Corner April 28, 2013 Two five-year terms
Westport CT 40 Post Road East February 28, 2015 One five-year term
White Plains NY The Westchester March 31, 2010
New U.S. TIFFANY & CO. Store Leases
In addition to the U.S. leases described herein on pages 21 and 22,
Tiffany has entered into the following new leases for domestic stores expected
to open in Fiscal 2005: a 10-year lease for a 3,036 square foot store at Carmel
Plaza in Carmel, California, a 10-year lease for a 5,845 square foot store at
The Waterside Shops in Naples, Florida, a 10-year lease for a 5,613 square foot
store on Colorado Boulevard in Pasadena, California, and a 10-year lease for a
5,980 square foot store at The Shops at La Cantera in San Antonio, Texas.
International TIFFANY & CO. Branch Retail Store Leases
INTERNATIONAL BRANCH TIFFANY & CO. STORE LEASES
COUNTRY CITY LOCATION EXPIRATION DATE RENEWAL OPTIONS
- ------- ------------ ----------------------- ------------------ -------------------------
Australia Sydney 28 Castlereagh Street September 15, 2018
Australia Melbourne 267 Collins Street October 31, 2005 Three five-year terms
Brazil Sao Paulo Jardins February 29, 2008 One five-year term
Brazil Sao Paulo Shopping Center January 1, 2006 Two five-year terms
Iguatemi
Canada Toronto 85 Bloor Street West August 31, 2006 One seven-year term
England London The Royal Exchange August 31, 2016 Three five-year terms
England London 145 Sloane Street March 24, 2014
France Paris 6 Rue de la Paix April 1, 2011 One three-year term
Germany Frankfurt 20 Goethestrasse January 31, 2011 One five-year term
Germany Munich Residenzstrasse 11 January 31, 2009
Hong Kong Hong Kong Int'l February 20, 2009
Airport
Hong Kong Int'l Finance Center October 26, 2008
Hong Kong The Landmark May 31, 2005 Renewal under negotiation
Hong Kong Kowloon The Peninsula February 28, 2007
Hong Kong Pacific Place July 6, 2008
Italy Florence Via Tournabuoni December 31, 2007 One six-year term
Italy Milan Via della Spiga October 31, 2005 One six-year term
Italy Rome Via Del Babuino December 31, 2007 One six-year term+
Korea Pusan Paradise Hotel September 20, 2005
Malaysia Kuala Lumpur Suria KL City Centre November 30, 2005 Renewal under negotiation
- - PAGE 22 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Mexico Mexico City Masaryk May 31, 2009 Two five-year terms
Singapore Raffles Hotel September 15, 2006
Singapore Ngee Ann City September 14, 2005 One three-year term
Switzerland Zurich Bahnhofstrasse 14 September 30, 2010 Auto five-year terms
Taiwan Taipei Regent Hotel April 30, 2006
Taiwan Taipei Taipei Financial Center May 7, 2009
+ Renewal subject to conditions imposed by Italian law, including right of
landlord to occupy premises for its own use.
LITTLE SWITZERLAND Branch Retail Store Leases
LITTLE SWITZERLAND BRANCH STORE LEASES
CITY / ISLAND STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
- ------------- ----------- ----------------------- ----------------- ---------------------
Juneau AK 236 S. Franklin St. January 1, 2006 One ten-year term
Ketchikan AK 328 Mission St. February 28, 2010 One three-year term
Skagway AK 5th & Broadway April 30, 2007
Skagway AK 21/2 Broadway November 1, 2006 One five-year term
Key West FL 400 Front Street October 31, 2007
Key West FL Hilton May 31, 2005 One three-year term
Key West FL 402 Duval Street October 31, 2006 Two five-year terms
Sunrise FL Sawgrass Mills November 1, 2009
Aruba Caribbean 14 Caya G.F. Beticao November 14, 2006
Islands Croes, Oranjestad
Aruba Caribbean J.E. Irausquin Blvd March 31, 2007
Islands 230, Palm Beach
Aruba Caribbean J.E. Irausquin Blvd 83, January 21, 2006
Islands Palm Beach
Aruba Caribbean Wyndham Resort, Palm May 31, 2006 One three-year term
Islands Beach
Aruba Caribbean Tamarijn Hotel, December 31, 2005 One three-year term
Islands Oranjestad
Aruba Caribbean Royal Plaza, Oranjestad January 31, 2006 Three five-year terms
Islands
Barbados Caribbean Da Costa's Mall , January 31, 2006 Three five-year terms
Islands Brigetown
Curacao Caribbean Breedestraat 44-P November 14, 2007 One five-year term
Islands
St. John Caribbean The Westin Resort December 31, 2005
Islands
St. Maarten Caribbean #52 Front Street, July 27, 2005 One five-year term
Islands Philipsburg
St. Maarten Caribbean World Gifts Imports, December 31, 2008 One five-year term
Islands Harbor Village
St. Martin Caribbean 6 Rue de la Liberte, November 30, 2012
Islands Marigot
St. Thomas+ Caribbean 01 Main Street June 30, 2008 Two four-year terms
Islands
St. Thomas Caribbean Havensight Mall Wico July 31, 2013
Islands Dock
St. Thomas Caribbean 48 AB Norre Gade November 30, 2013 One ten-year term
Islands
+ Additional space in the Main Street store is operated under two separate
leases, the first additional lease expiring on May 31, 2006 with a renewal
option of one five-year term and the second additional lease expiring on October
31, 2008.
- - PAGE 23 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
TEMPLE ST CLAIR Branch Retail Store Leases
TEMPLE ST CLAIR BRANCH STORE LEASES
CITY STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
- ----------- ----------- ---------------------- ---------------- ---------------
Costa Mesa CA South Coast Plaza January 31, 2014
Short Hills NJ The Mall at Short Hills January 31, 2013
IRIDESSE Branch Retail Store Leases
IRIDESSE BRANCH STORE LEASES
CITY STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
- ----------- ----------- ----------------------- ------------------- ---------------
McLean VA The Galleria at Tyson's September, 30, 2014
Corner
Short Hills NJ The Mall at Short Hills January 31, 2014
New IRIDESSE Store Leases
In addition to the U.S. leases described herein on page 24, Iridesse
expects to open three to four new domestic stores in 2005, including a 10-year
lease for a 1,473 gross square foot store in Woodfield, Illinois.
ITEM 3. LEGAL AND ENVIRONMENTAL PROCEEDINGS
Registrant and Tiffany are from time to time involved in routine
litigation incidental to the conduct of Tiffany's business, including
proceedings to protect its trademark rights, litigation with parties claiming
infringement of their intellectual property rights by Tiffany, litigation
instituted by persons alleged to have been injured upon premises within
Registrant's control and litigation with present and former employees and
customers. Although litigation with present and former employees is routine and
incidental to the conduct of Tiffany's business, as well as for any business
employing significant numbers of U.S.-based employees, such litigation can
result in large monetary awards when a civil jury is allowed to determine
compensatory and/or punitive damages for actions claiming discrimination on the
basis of age, gender, race, religion, disability or other legally protected
characteristic or for termination of employment that is wrongful or in violation
of implied contracts. However, Registrant believes that litigation currently
pending to which it or Tiffany is a party or to which its properties are subject
will be resolved without any material adverse effect on Registrant's financial
position, earnings or cash flows.
On or about July 1, 2004, both Tiffany and the landlord of Tiffany's
Customer Fulfillment Center ("River Park") requested arbitration of the parties'
continuing dispute over their respective obligations surrounding completion of
River Park's site work (Tiffany and Company v. River Park Business Center, Inc.,
American Arbitration Association). In connection with the arbitration, River
Park's then pending civil claim in the Superior Court of New Jersey (Morris
County), River Park Business Center, Inc. v. Tiffany and Company, was dismissed
in September 2004.
In the arbitration, Tiffany asserts River Park's continuing breach of its
obligations to complete Landlord's Work by the close of Fiscal 2001, as
originally required under the Ground Lease, and to obtain timely site plan
approval from the Township of Hanover. Tiffany seeks damages stemming from River
Park's continuous delays in completing its obligations, which damages Tiffany
contends are in excess of $1,000,000. In its arbitration complaint, River Park
- - PAGE 24 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
seeks an unspecified amount in damages alleging entitlement to reimbursement of
grading costs and excess installation costs of the landfill gas venting system.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended January 31, 2005.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Registrant are:
NAME AGE POSITION YEAR JOINED TIFFANY
Michael J. Kowalski 53 Chairman of the Board of Directors and 1983
Chief Executive Officer
James E. Quinn 53 President 1986
Beth O. Canavan 50 Executive Vice President 1987
James N. Fernandez 49 Executive Vice President and 1983
Chief Financial Officer
Victoria Berger-Gross 49 Senior Vice President - Human Resources 2001
Patrick B. Dorsey 54 Senior Vice President - General Counsel 1985
and Secretary
Fernanda M. Kellogg 58 Senior Vice President - Public Relations 1984
Jon M. King 48 Senior Vice President - Merchandising 1990
Caroline D. Naggiar 47 Senior Vice President - Marketing 1997
John S. Petterson 46 Senior Vice President - Operations 1988
Michael J. Kowalski. Mr. Kowalski assumed the role of Chairman of the Board in
January 2003, following the retirement of William R. Chaney. He has served as
the Registrant's Chief Executive Officer since February 1999 and on the
Registrant's Board of Directors since January 1995. Since joining Tiffany in
1983 as Director of Financial Planning, Mr. Kowalski held a variety of
merchandising management positions and served as Executive Vice President from
1992 to 1996 with overall responsibility in the areas of merchandising,
marketing, advertising, public relations and product design until his election
as President in 1997. Mr. Kowalski is a member of the Board of Directors of
Fairmont Hotels & Resorts and the Bank of New York. The Bank of New York is
Tiffany's principal banking relationship, serving as Administrative Agent and a
lender under Tiffany's credit agreement and as a trustee of Tiffany's Employee
Pension Plan.
- - PAGE 25 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
James E. Quinn. Mr. Quinn was appointed President effective January 31, 2003. He
had served as Vice Chairman since 1998. After joining Tiffany in July 1986 as
Vice President of branch sales for the Company's business-to-business sales
operations, Mr. Quinn had various responsibilities for sales management and
operations. He was promoted to Executive Vice President on March 19, 1992 and
assumed responsibility for retail and corporate sales for the Americas in 1994.
In January 1995, he became a member of Registrant's Board of Directors. He has
responsibility for worldwide sales. Mr. Quinn is a member of the board of
directors of BNY Hamilton Funds, Inc. and Mutual of America Capital Management,
Inc.
Beth O. Canavan. Ms. Canavan joined Tiffany in May 1987 as Director of New Store
Development. She later held the positions of Vice President, Retail Sales
Development in 1990, Vice President and General Manager of the New York flagship
store in 1992 and Eastern Regional Vice President in 1994. In 1997, she assumed
the position of Senior Vice President for U.S. Retail. In January 2000, she was
promoted to Executive Vice President responsible for retail sales activities in
the U.S. and Canada and retail store expansion. In May 2001, Ms. Canavan also
assumed responsibility for direct sales and business sales activities in the
U.S. and Canada.
James N. Fernandez. Mr. Fernandez joined Tiffany in October 1983 and has held
various positions in financial planning and management prior to his appointment
as Senior Vice President-Chief Financial Officer in April 1989. In January 1998,
he was promoted to Executive Vice President-Chief Financial Officer. Presently,
he has responsibility for accounting, treasury, investor relations, information
technology, financial planning, business development and diamond operations, and
overall responsibility for distribution, manufacturing, customer service and
security. Mr. Fernandez is a member of the Board of Directors of The Dun &
Bradstreet Corporation.
Victoria Berger-Gross. Dr. Berger-Gross joined Tiffany in February 2001 as
Senior Vice President - Human Resources. Prior to joining Tiffany, she served as
Senior Vice President & Director of Human Resources at Lehman Brothers from May
1999, Senior Director - Human Resources at Bertelsmann A.G.'s BMG Entertainment
from March 1997, and Vice President - Organizational Effectiveness at Personnel
Decisions International from January 1991.
Patrick B. Dorsey. Mr. Dorsey joined Tiffany in July 1985 as General Counsel and
Secretary.
Fernanda M. Kellogg. Ms. Kellogg joined Tiffany in October 1984 as Director of
Retail Marketing. She assumed her current responsibilities in January 1990.
Jon M. King. Mr. King joined Tiffany in 1990 as a jewelry buyer and has held
various positions in the Merchandising Division, assuming responsibility for
product development in 2002 as Group Vice President. He assumed his current
responsibilities in March 2003.
Caroline D. Naggiar. Ms. Naggiar joined Tiffany in June 1997 as Vice President -
Marketing Communications. She assumed her current responsibilities in February
1998.
John S. Petterson. Mr. Petterson joined Tiffany in 1988 as a management
associate. He was promoted to Senior Vice President - Corporate Sales in May
1995 and, in February 2000, his responsibilities were expanded to include Direct
Mail and the E-Commerce business. In May 2001, Mr. Petterson assumed the new
role of Senior Vice President - Operations, with responsibility for worldwide
distribution, customer service and security activities. His responsibilities
were expanded in February 2003 to include manufacturing operations.
- - PAGE 26 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Registrant's Common Stock is traded on the New York Stock Exchange. In
consolidated trading, the high and low selling prices per share for shares of
such Common Stock for Fiscal 2003 were:
Fiscal 2003 High Low
- --------------------- ------- -------
First Fiscal Quarter $ 28.98 $ 21.60
Second Fiscal Quarter $ 35.50 $ 27.19
Third Fiscal Quarter $ 47.55 $ 32.79
Fourth Fiscal Quarter $ 49.45 $ 39.00
In consolidated trading, the high and low selling prices per share for
shares of such Common Stock for Fiscal 2004 were:
Fiscal 2004 High Low
- --------------------- ------- -------
First Fiscal Quarter $ 43.26 $ 35.44
Second Fiscal Quarter $ 39.78 $ 32.38
Third Fiscal Quarter $ 35.94 $ 27.00
Fourth Fiscal Quarter $ 32.76 $ 29.47
On March 24, 2005, the high and low selling prices quoted on such exchange
were $32.66 and $32.20, respectively. On March 24, 2005 there were 5,957 record
holders of Registrant's Common Stock.
It is Registrant's policy to pay a quarterly dividend on the Registrant's
Common Stock, subject to declaration by Registrant's Board of Directors. In
Fiscal 2003, a dividend of $0.04 per share of Common Stock was paid on April 10,
2003, and dividends of $0.05 per share of Common Stock were paid on July 10,
2003, October 10, 2003 and January 12, 2004. In Fiscal 2004, a dividend of $0.05
per share of Common Stock was paid on January 12, 2004, and dividends of $0.06
per share of Common Stock were paid on July 12, 2004, October 11, 2004 and
January 10, 2005.
In calculating the aggregate market value of the voting stock held by
non-affiliates of the Registrant shown on the cover page of this Report on Form
10-K, 1,494,731 shares of Registrant's Common Stock beneficially owned by the
executive officers and directors of the Registrant (exclusive of shares which
may be acquired on exercise of employee stock options) were excluded, on the
assumption that certain of those persons could be considered "affiliates" under
the provisions of Rule 405 promulgated under the Securities Act of 1933.
- - PAGE 27 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
The following table indicates the Company's stock repurchases of equity
securities in the fourth quarter of Fiscal 2004:
Issuer Purchases of Equity Securities
Period (a) Total Number of (b) Average Price (c) Total Number of (d) Maximum
- ------------------- Shares (or Units) Paid per Share Shares (or Units) Number (or
Purchased (or Unit) Purchased as Part of Approximate Dollar
------------------- ----------------- Publicly Announced Value) of Shares, or
Plans or Programs* Units) that May Yet
-------------------- Be Purchased Under
the Plans or
Programs*
--------------------
November 1, 2004 to 400,000 $31.25 400,000 $57,424,000
November 30, 2004
December 1, 2004 to 900,000 $30.73 900,000 $29,767,000
December 31, 2004
January 1, 2005 to 0 0 0 $29,767,000
January 31, 2005
TOTAL 1,300,000 $30.89 1,300,000 $29,767,000*
* In November 2003, the Board of Directors expanded the Company's stock
repurchase program, which was first announced on September 21, 2000 and
scheduled to expire in November 2003; the Board extended the program until
November 30, 2006 and increased the remaining authorization by $100,000,000,
allowing the Company to repurchase up to $116,500,000 of the Company's
outstanding Common Stock in addition to those which already had been purchased.
Under a prior program, which expired in 2000, the Company had purchased
4,484,400 shares.
In March 2005, the Board of Directors approved a new stock repurchase program
and terminated the previously existing program (which was due to expire in
November 2006). The amount available for repurchase, under the previous plan, as
of January 31, 2005 was approximately $29,767,000. The new stock repurchase
program, effective immediately, authorizes the Company to repurchase up to
$400,000,000 of its Common Stock through open market or private transactions.
Repurchases under this program in excess of $159,000,000 will be subject to
lender approval under the Company's multi-bank credit facility. The new program
expires on March 30, 2007.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2005, page 18.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2005, pages 19-32.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2005, page 31.
- - PAGE 28 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2005, pages 34-61.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRMS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Based on their evaluation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this report, Registrant's 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 the 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.
In addition, Registrant's chief executive officer and chief financial
officer have determined that there have been no changes in Registrant's internal
control over financial reporting during the period covered by this annual report
identified in connection with the evaluation described in the above paragraph
that have materially affected, or are reasonably likely to materially affect,
Registrant's internal control over financial reporting.
Registrant's management, including its chief executive officer and chief
financial officer necessarily applied their judgment in assessing the costs and
benefits of such controls and procedures that, by their nature, can provide only
reasonable assurance regarding management's control objectives. Management does
not expect that its disclosure controls and procedures will prevent all errors
and fraud. 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.
MANAGEMENTS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management's report on internal control over financial reporting and the
report of the independent registered public accounting firm are incorporated by
reference to pages 33-35 of Registrant's Annual Report to Stockholders for the
Fiscal Year ended January 31, 2005.
ITEM 9B. OTHER INFORMATION
NONE
- - PAGE 29 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from Registrant's Proxy Statement dated April 14,
2005, pages 5-6 and 28-30.
Code of Ethics and Other Corporate Governance Disclosures
Registrant has adopted a Code of Business and Ethical Conduct for its
Directors, Chief Executive Officer, Chief Financial Officer and all other
officers of Registrant. A copy of this Code is posted on the corporate
governance section of the Registrant's website, www.shareholder.com/tiffany/.
Registrant intends to disclose any material amendments to its Code of Business
and Ethical Conduct, as well as any waivers by posting such information on the
same website. The Registrant will also provide a copy of the Code of Business
and Ethical Conduct to stockholders upon request.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from Registrant's Proxy Statement dated April 14,
2005, pages 16-26.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Incorporated by reference from Registrant's Proxy Statement dated April 14,
2005, pages 5-6.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Executive Officers of the Registrant herein on pages 25-26. Board of
Directors information incorporated by reference from Registrant's Proxy
Statement dated April 14, 2005, page 9 and pages 28-30.
ITEM 14. PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND
SERVICES
Incorporated by reference from Registrant's Proxy Statement dated April 14,
2005, pages 7-8.
- - PAGE 30 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) List of Documents Filed As Part of This Report:
1. Financial Statements:
Data incorporated by reference from
the 2004 Annual Report to Stockholders
of Tiffany & Co. and Subsidiaries:
Report of Independent Registered Public Accounting Firm
(following this Form 10-K)
Consolidated Balance Sheets
as of January 31, 2005 and 2004
Consolidated Statements of Earnings
for the years ended January 31, 2005, 2004 and 2003
Consolidated Statements of Stockholders' Equity and Comprehensive Earnings
for the years ended January 31, 2005, 2004 and 2003
Consolidated Statements of Cash Flows
for the years ended January 31, 2005, 2004 and 2003
Notes to consolidated financial statements
2. Financial Statement Schedules:
The following financial statement schedule should be read in
conjunction with the consolidated financial statements incorporated by reference
herein:
II. Valuation and qualifying accounts and reserves.
All other schedules have been omitted since they are neither
applicable nor required, or because the information required is included in the
consolidated financial statements and notes thereto.
- - PAGE 31 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
3. Exhibits:
The following exhibits have been filed with the Securities and
Exchange Commission, but are not attached to copies of this Form 10-K other than
complete copies filed with said Commission and the New York Stock Exchange:
Exhibit Description
3.1 Restated Certificate of Incorporation of Registrant. Incorporated by
reference from Exhibit 3.1 to Registrant's Report on Form 8-K dated
May 16, 1996.
3.1a Amendment to Certificate of Incorporation of Registrant.
Incorporated by reference from Exhibit 3.1 to Registrant's Report on
Form 8-K dated May 20, 1999.
3.1b Amendment to Certificate of Incorporation of Registrant dated May
18, 2000. Incorporated by reference from Exhibit 3.1b to
Registrant's Report on Form 10-K for the Fiscal Year ended January
31, 2001.
3.2 Restated By-Laws of Registrant, as last amended September 18, 2003.
Incorporated by reference from Exhibit 3.2 to Registrant's Report on
Form 10-K for the Fiscal Year ended January 31, 2004.
4.1 Amended and Restated Rights Agreement dated as of April 8, 2004 by
and between Registrant and Mellon Investor Services LLC, as Rights
Agent. Incorporated by reference from Exhibit 4.1 to Registrant's
Report on Form 10-K for the Fiscal Year ended January 31, 2004.
10.5 Designer Agreement between Tiffany and Paloma Picasso dated April 4,
1985. Incorporated by reference from Exhibit 10.5 filed with
Registrant's Registration Statement on Form S-1, Registration No.
33-12818 (the "Registration Statement").
10.122 Agreement dated as of April 3, 1996 among American Family Life
Assurance Company of Columbus, Japan Branch, Tiffany & Co. Japan,
Inc., Japan Branch, and Registrant, as Guarantor, for yen
5,000,000,000 Loan Due 2011. Incorporated by reference from Exhibit
10.122 filed with Registrant's Report on Form 10-Q for the Fiscal
quarter ended April 30, 1996.
10.122a Amendment No. 1 to the Agreement referred to in Exhibit 10.122 above
dated November 18, 1998. Incorporated by reference from Exhibit
10.122a filed with Registrant's Report on Form 10-K for the Fiscal
Year ended January 31, 1999.
10.122b Guarantee by Tiffany & Co. of the obligations under the Agreement
referred to in Exhibit 10.122 above dated April 3, 1996.
Incorporated by reference from Exhibit 10.122b filed with
Registrant's Report on Form 8-K dated August 2, 2002.
10.122c Amendment No. 2 to Guarantee referred to in Exhibit 10.122b above,
dated October 15, 1999. Incorporated by reference from Exhibit
10.122c filed with Registrant's Report on Form 8-K dated August 2,
2002.
- - PAGE 32 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
10.122d Amendment No. 3 to Guarantee referred to in Exhibit 10.122b above,
dated July 16, 2002. Incorporated by reference from Exhibit 10.122d
filed with Registrant's Report on Form 8-K dated August 2, 2002.
10.123 Agreement made effective as of February 1, 1997 by and between
Tiffany and Elsa Peretti. Incorporated by reference from Exhibit
10.123 to Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1997.
10.126 Form of Note Purchase Agreement between Registrant and various
institutional note purchasers with Schedules B, 5.14 and 5.15 and
Exhibits 1A, 1B, and 4.7 thereto, dated as of December 30, 1998 in
respect of Registrant's $60 million principal amount 6.90% Series A
Senior Notes due December 30, 2008 and $40 million principal amount
7.05% Series B Senior Notes due December 30, 2010. Incorporated by
reference from Exhibit 10.126 filed with Registrant's Report on Form
10-K for the Fiscal Year ended January 31, 1999.
10.126a First Amendment and Waiver Agreement to Form of Note Purchase
Agreement referred to in previously filed Exhibit 10.126, dated May
16, 2002. Incorporated by reference from Exhibit 126a filed with
Registrant's Report on Form 8-K dated June 10, 2002.
10.129 Agreement made the 1st day of August 2001 by and between Tiffany &
Co. Japan Inc. and Mitsukoshi Ltd. of Japan. Incorporated by
reference from Exhibit 10.128 filed with Registrant's Report on Form
8-K dated August 1, 2001.
10.130 Credit Agreement dated as of November 5, 2001, by and among
Registrant, Tiffany and Company, Tiffany & Co. International, each
other Subsidiary of Registrant that is a Borrower and is a signatory
thereto and The Bank of New York, as the Swing Line Lender, as the
Issuing Bank, as a Lender, and as Administrative Agent, ABN AMRO
Bank N.V., The Chase Manhattan Bank, The Dai-ichi Kangyo Bank Ltd.,
Firstar Bank, NA, and Fleet National Bank, Fleet Precious Metals
Inc. (collectively, as a Lender). Incorporated by reference from
Exhibit 10.130 filed with Registrant's Report on Form 10-Q for the
Fiscal quarter ended October 31, 2001.
10.130a Amendment No. 1 to Credit Agreement referred to in previously filed
Exhibit 10.130, dated April 12, 2002. Incorporated by reference from
Exhibit 10.130a filed with Registrant's Report on Form 10-Q for the
Fiscal quarter ended April 30, 2002.
10.130b Amendment No. 2 to Credit Agreement referred to in previously filed
Exhibit 10.130, dated June 30, 2003. Incorporated by reference from
Exhibit 10.130b filed with Registrant's Report on Form 10-K for the
Fiscal Year ended January 31, 2004.
10.130c Increase Supplement to Credit Agreement referred to in previously
filed Exhibit 10.130, dated September 28, 2004.
10.130d Amendment No. 3 to Credit Agreement referred to in previously filed
Exhibit 10.130, dated January 27, 2005.
10.131 Guaranty Agreement dated as of November 5, 2001, with respect to the
Credit Agreement (see Exhibit 10.129 above) by and among Registrant,
Tiffany and Company,
- - PAGE 33 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Tiffany & Co. International, and Tiffany & Co. Japan Inc. and The
Bank of New York, as Administrative Agent. Incorporated by reference
from Exhibit 10.131 filed with Registrant's Report on Form 10-Q for
the Fiscal quarter ended October 31, 2001.
10.132 Form of Note Purchase Agreement between Registrant and various
institutional note purchasers with Schedules B, 5.14 and 5.15 and
Exhibits 1A, 1B and 4.7 thereto, dated as of July 18, 2002 in
respect of Registrant's $40,000,000 principal amount 6.15% Series C
Notes due July 18, 2009 and $60,000,000 principal amount 6.56%
Series D Notes due July 18, 2012. Incorporated by reference from
Exhibit 10.132 filed with Registrant's Report on Form 8-K dated
August 2, 2002.
10.133 Guaranty Agreement dated July 18, 2002 with respect to the Note
Purchase Agreements (see Exhibit 10.132 above) by Tiffany and
Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. in
favor of each of the note purchasers. Incorporated by reference from
Exhibit 10.133 filed with Registrant's Report on Form 8-K dated
August 2, 2002.
10.134 Translation of Condition of Bonds applied to Tiffany & Co. Japan
Inc. First Series Yen Bonds due 2010 in the aggregate principal
amount of 15,000,000,000 yen issued September 30, 2003 (for
Qualified Investors Only). Incorporated by reference from Exhibit
10.134 filed with Registrant's Report on Form 10-K for the Fiscal
Year ended January 31, 2004.
10.135 Translation of Application of Bonds for Tiffany & Co. Japan Inc.
First Series Yen Bonds due 2010 in the aggregate principal amount of
15,000,000,000 yen issued September 30, 2003 (for Qualified
Investors Only). Incorporated by reference from Exhibit 10.135 filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 2004.
10.135a Translation of Amendment of Application of Bonds referred to in
Exhibit 10.135. Incorporated by reference from Exhibit 10.135a filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 2004.
10.136 Payment Guarantee dated September 30, 2003 made by Tiffany & Co. for
the benefit of the Qualified Investors of the Bonds referred to in
Exhibit 10.134. Incorporated by reference from Exhibit 10.136 filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 2004.
10.145 Ground Lease between Tiffany and Company and River Park Business
Center, Inc., dated November 29, 2000.
10.145a First Addendum to the Ground Lease between Tiffany and Company and
River Park Business Center, Inc., dated November 29, 2000.
13.1 Annual Report to Stockholders for Fiscal Year ended January 31, 2005
(pages 18-61 of such Annual Report have been filed in electronic
format).
- - PAGE 34 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
14.1 Code of Business and Ethical Conduct and Business Conduct Policy.
Incorporated by reference from Exhibit 14.1 filed with Registrant's
Report on Form 10-K for the Fiscal Year ended January 31, 2004.
21.1 Subsidiaries of Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Executive Compensation Plans and Arrangements
Exhibit Description
4.3 Registrant's Amended and Restated 1998 Employee Incentive Plan and
standard terms of stock option award (transferable and
non-transferable). Incorporated by reference from Exhibit 4.3 filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 2003.
4.4 Registrant's 1998 Directors Option Plan. Incorporated by reference
from Exhibit 4.3 to Registrant's Registration Statement on Form S-8,
file number 333-67725, filed November 23, 1998.
10.3 Registrant's 1986 Stock Option Plan and terms of stock option
agreement, as last amended on July 16, 1998. Incorporated by
reference from Exhibit 10.3 filed with Registrant's Report on Form
10-K for the Fiscal Year ended January 31, 1999.
10.49 Form of Indemnity Agreement, approved by the Board of Directors on
March 11, 2005 for use with all directors and executive officers.
Incorporated by reference from Exhibit 10.49 filed with Registrant's
Report on Form 8-K dated March 16, 2005.
10.60 Registrant's 1988 Director Stock Option Plan and form of stock
option agreement, as last amended on November 21, 1996. Incorporated
by reference from Exhibit 10.60 to Registrant's Report on Form 10-K
for the Fiscal Year ended January 31, 1997.
10.106 Amended and Restated Tiffany and Company Executive Deferral Plan
originally made effective October 1, 1989, as amended effective
January 1, 2003. Incorporated by
- - PAGE 35 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
reference from Exhibit 10.106 filed with Registrant's Report on Form
10-Q for the Fiscal Quarter ended October 31, 2002.
10.108 Registrant's Amended and Restated Retirement Plan for Non-Employee
Directors originally made effective January 1, 1989, as amended
through January 21, 1999. Incorporated by reference from Exhibit
10.108 filed with Registrant's Report on Form 10-K for the Fiscal
Year ended January 31, 1999.
10.109 Summary of informal incentive cash bonus plan for managerial
employees. Incorporated by reference from Exhibit 10.109 filed with
Registrant's Report on Form 8-K dated March 16, 2005.
10.113 Tiffany and Company Pension Plan, Amended and Restated Effective as
of March 30, 2004. Incorporated by reference from Exhibit 10.113
filed with Registrants Report on Form 10-K for the Fiscal Year ended
January 31, 2004.
10.114 1994 Tiffany and Company Supplemental Retirement Income Plan,
Amended and Restated as of March 7, 2005. Incorporated by reference
from Exhibit 10.114 filed with Registrant's Report on Form 8-K dated
March 16, 2005.
10.127b Form of Retention Agreement between and among Registrant and Tiffany
and each of its executive officers and Appendices I to III to the
Agreement. Incorporated by reference from Exhibit 10.127b filed with
Registrant's Report on Form 10-K for the Fiscal Year ended January
31, 2003.
10.128 Group Long Term Disability Insurance Policy issued by UnumProvident,
Policy No. 533717 001. Incorporated by reference from Exhibit 10.128
filed with Registrant's Report on Form 10-K for the Fiscal Year
ended January 31, 2003.
10.137 Summary of arrangements for the payment of premiums on life
insurance policies owned by executive officers. Incorporated by
reference from Exhibit 10.137 filed with Registrant's Report on Form
10-K for the Fiscal Year ended January 31, 2004.
10.138 Tiffany and Company Un-funded Retirement Income Plan to Recognize
Compensation in Excess of Internal Revenue Code Limits. Incorporated
by reference from Exhibit 10.138 filed with Registrant's Report on
Form 10-K for the Fiscal Year ended January 31, 2004.
10.139 Form of Fiscal 2005 Cash Incentive Award Agreement for certain
executive officers under Registrant's 1998 Employee Incentive Plan.
Incorporated by reference from Exhibit 10.139 filed with
Registrant's Report on Form 8-K dated March 16, 2005.
10.140 Form of Terms of Performance-Based Restricted Stock Unit Grants to
Executive Officers under Registrant's 1998 Employee Incentive Plan.
Incorporated by reference from Exhibit 10.139 filed with
Registrant's Report on Form 8-K dated March 16, 2005.
10.141 Form of Non-Competition and Confidentiality Covenants for use in
connection with Performance-Based Restricted Stock Unit Grants to
Registrant's Executive Officers and Time-Vested Restricted Unit
Awards made to other officers of Registrant's affiliated
- - PAGE 36 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
companies pursuant to the Registrant's 1998 Employee Incentive Plan
and pursuant to the Tiffany and Company Un-funded Retirement Income
Plan to Recognize Compensation in Excess of Internal Revenue Code
Limits. Incorporated by reference from Exhibit 10.141 filed with
Registrant's Report on Form 8-K dated March 16, 2005.
10.142 Terms of Stock Option Award (Transferable Non-Qualified Option)
under Registrant's 1998 Directors Option Plan as revised March 7,
2005. Incorporated by reference from Exhibit 10.142 filed with
Registrant's Report on Form 8-K dated March 16, 2005.
10.143 Terms of Stock Option Award (Standard Non-Qualified Option) under
Registrant's 1998 Employee Incentive Plan as revised March 7, 2005.
Incorporated by reference from Exhibit 10.143 filed with
Registrant's Report on Form 8-K dated March 16, 2005.
10.144 Terms of Stock Option Award (Transferable Non-Qualified Option)
under Registrant's 1998 Employee Incentive Plan as revised March 7,
2005 (form used for Executive Officers). Incorporated by reference
from Exhibit 10.144 filed with Registrant's Report on Form 8-K dated
March 16, 2005.
- - PAGE 37 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
(b) Reports on Form 8-K.
On November 12, 2004, Registrant filed a Report on Form 8-K
reporting its unaudited earnings and results of operations for the three month
period ended October 31, 2004.
On December 10, 2004, Registrant filed a Report on Form 8-K
reporting the issuance of two press releases. The first reported press release
announcing the agreement between Registrant and Aber Diamond Corporation to
increase the price at which Registrant purchases diamonds from Aber to market
value and to eliminate certain restrictions on the sale of Aber shares held by
Registrant. The second reported press release announcing the sale of
Registrant's entire holding of Aber Diamond Corporation through a private
offering in the United States and on the Toronto Stock Exchange.
On December 18, 2004, Registrant filed a Report on Form 8-K
reporting the issuance of a press release announcing its recommendation of the
rejection of a below-market "mini-tender" offer from TRC Capital Corporation.
On January 7, 2005, Registrant filed a Report on Form 8-K reporting
the issuance of a press release announcing its 12% increase in Holiday Season
Sales, comparable U.S. Store sales increase 8%.
On February 28, 2005, Registrant filed a Report on Form 8-K
reporting the issuance of a press release announcing its sales and earnings
results for the full year.
On March 16, 2005, Registrant filed a Report on Form 8-K reporting
various changes to forms of changed awards, terms and agreements subject to such
changes made in Fiscal 2005 by Registrant's Compensation Committee of its Board
of Directors. Attached to the Report are the following Exhibits:
Exhibit Description
10.49 Form of Indemnity Agreement, approved by the Board of
Directors on March 11, 2005 for use with all directors
and executive officers.
10.109 Summary of informal incentive cash bonus plan for
managerial employees.
10.114 1994 Tiffany and Company Supplemental Retirement Income
Plan, Amended and Restated as of March 7, 2005.
10.139 Form of Fiscal 2005 Cash Incentive Award Agreement for
certain executive officers under Registrant's 1998
Employee Incentive Plan.
10.140 Form of Terms of Performance-Based Restricted Stock
Unit Grants to Executive Officers under Registrant's
1998 Employee Incentive Plan.
10.141 Form of Non-Competition and Confidentiality Covenants
for use in connection with Performance-Based Restricted
Stock Unit Grants to Registrant's Executive Officers
and Time-Vested Restricted Unit Awards made to other
officers of Registrant's affiliated companies pursuant
to the
- - PAGE 38 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Registrant's 1998 Employee Incentive Plan and pursuant
to the Tiffany and Company Un-funded Retirement
Income Plan to Recognize Compensation in Excess of
Internal Revenue Code Limits.
10.142 Terms of Stock Option Award (Transferable Non-Qualified
Option) under Registrant's 1988 Directors Option Plan
as revised March 7, 2005.
10.143 Terms of Stock Option Award (Standard Non-Qualified
Option) under Registrant's 1988 Employee Incentive Plan
as revised March 7, 2005.
10.144 Terms of Stock Option Award (Transferable Non-Qualified
Option) under Registrant's 1998 Employee Incentive Plan
as revised March 7, 2005 (form used for Executive
Officers).
On March 18, 2005, Registrant filed a Report on Form 8-K reporting
the issuance of a press release announcing that its Board of Directors approved
a new stock repurchase program authorizing the Company to repurchase up to $400
million of its Common Stock through open market or private transactions.
On April 14, 2005, Registrant filed a Report on Form 8-K reporting
the filing of its Annual Report to Stockholders and reconciling the net
earnings, gross margin and statements in said report with those announced on
February 28, 2005, to conform to Staff Accounting Bulletin No. 107, issued March
29, 2005, by the Securities and Exchange Commission.
- - PAGE 39 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
Date: April 14, 2005 By: /s/ Michael J. Kowalski
-------------------------------
Michael J. Kowalski
Chief Executive Officer
- - PAGE 40 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
By: /s/ Michael J. Kowalski By: /s/ James N. Fernandez
---------------------------------- ----------------------
Michael J. Kowalski James N. Fernandez
Chairman and Chief Executive Officer Executive Vice President
(principal executive officer) (director) (principal financial officer)
By: /s/ James E. Quinn By: /s/ Warren S. Feld
------------------ -----------------------------
James E. Quinn Warren S. Feld
President Vice President
(director) (principal accounting officer)
By: /s/ William R. Chaney By: /s/ Rose Marie Bravo
--------------------- --------------------
William R. Chaney Rose Marie Bravo
Director Director
By: /s/ Samuel L. Hayes III By: /s/ Abby F. Kohnstamm
----------------------- ---------------------
Samuel L. Hayes, III Abby F. Kohnstamm
Director Director
By: /s/ Charles K. Marquis By: /s/ J. Thomas Presby
---------------------- --------------------
Charles K. Marquis J. Thomas Presby
Director Director
By: /s/ William A. Shutzer
----------------------
William A. Shutzer
Director
April 14, 2005
- - PAGE 41 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
PRICEWATERHOUSECOOPERS LLP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Tiffany & Co.:
Our audits of the consolidated financial statements, of management's assessment
of the effectiveness of internal control over financial reporting and of the
effectiveness of internal control over financial reporting referred to in our
report dated March 31, 2005 appearing in the January 31, 2005 Annual Report to
Shareholders of Tiffany & Co. (which report, consolidated financial statements
and assessment are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
15(a)(2) of this Form 10-K. In our opinion, the financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 31, 2005
- - PAGE 42 - TIFFANY & CO. REPORT ON FORM 10-K FY 2004
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
- -------- ---------- -------- -------- --------
Additions
-------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
- ------------------------------- ----------- ----------- -------------- ---------- --------------
Year Ended
January 31, 2005:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $2,325,462 $1,976,551 -- $2,227,362(a) $2,074,651
Sales returns 4,666,605 973,605 -- 223,573(b) 5,416,637
Allowance for inventory
liquidation and
obsolescence 21,983,185 2,432,504 2,934,967(e) 6,422,807(c) 20,927,849
Allowance for inventory
shrinkage 4,591,185 2,265,940 -- 2,120,696(d) 4,736,429
LIFO reserve 30,587,252 33,471,162 -- -- 64,058,414
- ----------
(a) Uncollectible accounts written off.
(b) Adjustment related to sales returns previously provided for.
(c) Liquidation of inventory previously written down to market.
(d) Physical inventory losses.
(e) Reclassification from gross inventory to reserves.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
- -------- ----------- -------- -------- --------
Additions
--------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
- ------------------------------- ----------- ----------- -------------- ---------- --------------
Year Ended
January 31, 2004:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $2,129,652 $2,081,919 -- $1,886,109(a) $2,325,462
Sales returns 6,128,611 382,305 -- 1,844,311(b) 4,666,605
Allowance for inventory
liquidation and
obsolescence 23,029,454 6,532,576 -- 7,578,845(c) 21,983,185
Allowance for inventory
shrinkage 4,361,478 1,272,520 -- 1,042,813(d) 4,591,185
LIFO reserve 20,135,443 10,451,809 -- -- 30,587,252
- ----------
(a) Uncollectible accounts written off.
(b) Adjustment related to sales returns previously provided for.
(c) Liquidation of inventory previously written down to market.
(d) Physical inventory losses.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
- -------- ----------- -------- -------- --------
Additions
--------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
- ------------------------------- ----------- ----------- -------------- ---------- --------------
Year Ended
January 31, 2003:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $2,795,400 $828,794 $120,083(d) $1,614,625(a) $2,129,652
Sales returns 4,082,816 2,045,795 -- -- 6,128,611
Allowance for inventory
liquidation and
obsolescence 18,833,164 12,258,231 1,436,131(d) 9,498,072(b) 23,029,454
Allowance for inventory
shrinkage 3,518,845 1,555,388 70,676(d) 783,431(c) 4,361,478
LIFO reserve 18,970,581 1,164,862 -- -- 20,135,443
- ----------
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
(d) Amounts established or assumed in connection with a business acquisition.