Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Tiffany & Co. 36 198K
2: EX-3.1.B Amendment to Certificate of Incorporation 2± 7K
3: EX-3.3 By-Laws 12 50K
4: EX-10.116C Amendments Nos. 12-13 to Credit Agreement 25 43K
5: EX-10.127A Retention Agreement 46 146K
6: EX-13.1 Annual Report to Stockholders 29 198K
7: EX-21.1 Subsidiaries 3± 14K
8: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 7K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2001 COMMISSION FILE NUMBER: 1-9494
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3228013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
727 FIFTH AVENUE, NEW YORK, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
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Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $.01 par value New York Stock Exchange
Stock Purchase Rights New York Stock Exchange
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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]
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STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.
As of March 23, 2001 the aggregate market value of voting stock held by
non-affiliates was $3,949,212,609. See Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters below.
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 145,936,811 shares
of Common Stock outstanding as of March 23, 2001.
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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, 2001 (Parts I, II and IV) and Registrant's Proxy
Statement Dated April 10, 2001 (Part III).
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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 operating segment information for the fiscal years ended
January 31, 2001, 2000 and 1999 is incorporated by reference from Registrant's
Annual Report to Stockholders for the Fiscal Year ended January 31, 2001 (Note
Q. "Operating Segments"). Executive Officers of the Company evaluate the
performance of the Company's assets on a consolidated basis. Therefore, separate
financial information for the Company's assets on a segment basis is not
available.
(c) Narrative description of business.
As used below, the terms "Fiscal 1998", "Fiscal 1999" and "Fiscal 2000"
refer to the fiscal years ended on January 31, 1999, 2000 and 2001,
respectively. Registrant is a holding company, and conducts all business through
its subsidiary corporations.
Products
Registrant's principal product categories are fine jewelry, timepieces,
sterling silver goods, china, crystal, stationery, writing instruments,
fragrances and personal accessories.
Registrant offers an extensive selection of TIFFANY & CO. brand jewelry
at a wide range of prices. In Fiscal 1998, 1999 and 2000, approximately 73%, 75%
and 78%, respectively, of Registrant's net sales were attributable to jewelry.
See Merchandise Purchasing, Manufacturing and Raw Materials below. Designs are
developed by employees, suppliers, independent designers and independent "name"
designers. See Designer Licenses below.
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, including
men's ties. Fragrance products are sold under the trademarks TIFFANY, TRUESTE
and TIFFANY FOR MEN. Tiffany
also sells other brands of timepieces and tableware in its U.S. stores.
Registrant also offers a line of commercial glassware under the JUDEL trademark.
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
company-operated stores in the United States and first quarter
Fiscal 2000 wholesale sales to independent retailers in the
United States(1). Wholesale sales of fragrance products to
independent retailers in the Americas are also included(2) (see
U.S. Retail below);
Direct Marketing consists of sales in the United States through
a staff of specialized sales personnel who concentrate on
business clients and sales through direct mail catalogs and
through Registrant's Web site at www.tiffany.com (see Direct
Marketing below); and
International Retail consists of both retail and wholesale sales
to customers located outside the United States (see
International Retail below).
U.S. Retail
Fifth Avenue Store
The Fifth Avenue store in New York accounts for a significant portion of
the Company's sales and is the focal point for marketing and public relations
efforts. Approximately 14%, 13% and 12% of total Company net sales for Fiscal
1998, 1999 and 2000 respectively, were attributable to the New York store's
retail sales. In the fourth quarter of Fiscal 2000, Tiffany began a three-year
renovation project to increase the New York building's selling space by
approximately 25% and to provide additional space for customer service and
special exhibitions.
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(1) By January 31, 2000, the Company had discontinued its wholesale sales of
jewelry and tabletop products to third-party retailers in the United States.
Trade sales represented less than 3% of U.S. Retail Sales in Fiscal 1999. This
change has not had a significant impact on sales or profits and has enabled the
Company to better manage the TIFFANY & CO. brand and to focus management efforts
on Company-operated stores in the U.S.
(2) Effective January 31, 2001, the Company discontinued selling fragrances to
department and specialty stores in the United States. U.S. wholesale fragrance
sales represented less than 1% of U.S. Retail Sales in Fiscal 2000. It is not
anticipated that this change will have a significant impact on sales or profits.
U.S. Branch Stores
At January 31, 2001 Tiffany had 41 branch stores in the United States.
The following table identifies the location and year of opening of each U.S.
branch store:
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U.S. BRANCH STORE OPENINGS
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STORE LOCATION YEAR STORE LOCATION YEAR
-------------- OPENED -------------- OPENED
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San Francisco, California 1963
Beverly Hills, California 1964 Chevy Chase, Maryland 1996
Houston, Texas 1964 Charlotte, North Carolina 1997
Chicago, Illinois 1966 Chestnut Hill, Massachusetts 1997
Atlanta, Georgia 1969 Cincinnati, Ohio 1997
Dallas, Texas 1982 Honolulu, Hawaii (Hilton) 1997
Boston, Massachusetts 1984 Palo Alto, California 1997
Costa Mesa, California 1988 Denver, Colorado 1998
Philadelphia, Pennsylvania 1990 Honolulu, Hawaii (Surfrider)+ 1998
Vienna, Virginia 1990 Las Vegas, Nevada 1998
Palm Beach, Florida 1991 Manhasset, New York 1998
Honolulu, Hawaii (Ala Moana) 1992 Seattle, Washington 1998
San Diego, California 1992 Scottsdale, Arizona 1998
Troy, Michigan 1992 Century City, California 1999
Bal Harbour, Florida 1993 Dallas (NorthPark), Texas 1999
Maui, Hawaii 1994 Boca Raton, Florida 1999
Oak Brook, Illinois 1994 Tamuning, Guam++ 1999
King of Prussia, Pennsylvania 1995 Old Orchard, (Skokie) IL 2000
Short Hills, New Jersey 1995 Maui, Hawaii (Wailea) 2000
White Plains, New York 1995 Greenwich, Connecticut 2000
Hackensack, New Jersey 1996 Portland, Oregon 2000
+ Operated by Mitsukoshi (U.S.A.), Inc. until January 1998
++ Operated by Mitsukoshi (U.S.A.), Inc. until March 1999
Each of the U.S. branch stores displays a representative selection of
merchandise but none maintains the extensive selection carried by the New York
store. Management currently contemplates the opening of new branch stores in the
United States at the rate of approximately three to five per year. Tiffany has
entered into lease agreements to open additional branches in 2001 in Tampa,
Florida and Santa Clara (San Jose), California. See Item 2. Properties below for
further information concerning U.S. Retail store leases. U. S. Retail branch
stores range in size from approximately 800 to 16,000 gross square feet and
total approximately 331,000 gross square feet. Prior to 1993, an average of
approximately 45% of the floor space in each branch store was devoted to retail
selling. Newer stores generally range from approximately 4,000 to 8,000 gross
square feet and are designed to devote approximately 60-70% of total floor space
to retail selling.
Direct Marketing
Corporate Division
Corporate 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 customers for volume purchases. Corporate Division customers purchase
for business gift giving, employee service and achievement recognition awards,
customer incentives and other purposes. Products and services are marketed
through a sales force of approximately 169 persons, through advertising in
newspapers and business periodicals and through the publication of special
catalogs.
Catalogs
Tiffany also distributes catalogs of selected merchandise to its
proprietary list of mail and telephone customers and to mailing lists rented
from third parties. Four seasonal SELECTIONS(R) catalogs are published,
supplemented by COLLECTIONS and other catalogs. The following table sets forth
certain data with respect to mail order operations for the periods indicated:
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Fiscal Year
1998 1999 2000
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Number of names on catalog mailing list at
year-end (consists of customers who purchased by
mail or telephone prior to the applicable date): 964,000 1,099,000 1,206,000
Total catalog mailings during fiscal year (in
millions): 24.3 26.0 24.7
Total mail or telephone orders received during
fiscal year: 337,760 359,255 335,000
Internet
The Company distributes a selection of approximately 1,350 products
through its Web site at www.tiffany.com. The Company expects to continue its
expansion of merchandise selection and services on the site based on customer
needs. In Fiscal 2000, the Company entered into a venture with Della.com, Inc.,
presently known as WeddingChannel.com, to create a TIFFANY & Co. online registry
at the weddingchannel.com's website. Prospective buyers are able to purchase
merchandise suitable for wedding gifts from TIFFANY & CO. registries or from a
selection of TIFFANY & CO. products offered through the weddingchannel.com
website. The Company anticipates that further enhancements will be made to these
services to allow registries to be edited and managed online.
International Retail
Stores and boutiques included in the International Retail channel of
distribution are listed on the following page. In these locations, which are
operated by Registrant's subsidiary corporations, Registrant records as sales
the retail price charged to retail customers. For locations operated by
third-party distributors, Registrant records as sales the wholesale price
charged to the third-party distributors. See International Wholesale
Distribution below.
International Locations
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LOCATIONS OPERATED BY REGISTRANT'S SUBSIDIARIES
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JAPAN ASIA-PACIFIC EXCLUDING JAPAN
* Operated by Registrant's Subsidiaries with
Mitsukoshi, Ltd.
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Abeno, Kintetsu Department Store++ Australia: Melbourne, Crown Casino
Chiba, Mitsukoshi Department Store * Australia: Melbourne, Daimaru Department Store
Fukuoka, Mitsukoshi * Australia: Sydney, Chifley Plaza
Fukuoka, Mitsukoshi Department Store * Hong Kong: Causeway Bay, Lee Gardens
Ginza, Mitsukoshi Department Store * Hong Kong: Landmark Center
Hamamatsu, Matsubishi Department Store Hong Kong: Mitsukoshi Department Store+++
Hiroshima, Mitsukoshi Department Store * Hong Kong: Pacific Place
Ikebukuro, Mitsukoshi Department Store * Hong Kong: Peninsula Hotel
Kagoshima, Mitsukoshi Department Store * Hong Kong: Sogo Department Store
Kanazawa, Mitsukoshi * Korea: Seoul, Galleria Department Store
Kashiwa, Takashimaya Department Store++ Korea: Seoul, Grand Hyatt Hotel
Kawasaki, Saikaya Department Store Korea: Seoul, Hyundai Department Store
Kobe, Daimaru Department Store Korea: Seoul, Lotte Downtown Department Store
Kobe, Hotel Okura Kobe *+ Korea: Pusan, Paradise Hotel
Kobe, Mitsukoshi Department Store * Malaysia: Suria KLCC
Kochi, Daimaru Department Store Singapore: Ngee Ann City
Kokura, Izutsuya Department Store Singapore: Raffles Hotel
Koriyama, Usui Department Store Taiwan: Kaohsiung, Hanshin Department Store
Kumamoto, Tsuruya Department Store Taiwan: Tainan, Mitsukoshi Department Store
Kurashiki, Mitsukoshi Department Store * Taiwan: Taipei, Regent Hotel
Kyoto, Daimaru Department Store Taiwan: Taipei, Sogo Department Store
Kyoto, Takashimaya Department Store
Matsuyama, Mitsukoshi Department Store* +++ Location closed February 2001.
Nagano, Mitsukoshi *
Nagoya Hoshigaoka, Mitsukoshi Dept. Store * --------------------------------------------------
Nagoya Sakae, Mitsukoshi Department Store*
Nagoya, Hilton Hotel * EUROPE
Nihonbashi, Mitsukoshi Department Store *
Niigata, Mitsukoshi Department Store * --------------------------------------------------
Oita, Tokiwa Department Store
Okayama, Tenmaya Department Store England: London, Old Bond Street
Okinawa, Mitsukoshi Department Store * England: London, Harrod's Department Store
Osaka, Mitsukoshi Department Store * France: Paris
Osaka, Takashimaya Department Store Germany: Frankfurt
Sagamihara, Isetan Department Store Germany: Munich
Sapporo, Mitsukoshi Department Store * Italy: Florence
Sendai, Mitsukoshi Department Store * Italy: Milan
Shinjuku, Mitsukoshi Department Store * Switzerland: Zurich
Shinsaibashi, Daimaru Department Store
Shizuoka, Matsuzakaya Department Store --------------------------------------------------
Takamatsu, Mitsukoshi Department Store * CANADA AND MEXICO
Tokyo Bay, Ikspiari *
Tokyo, Ginza Flagship Store * --------------------------------------------------
Tottori , Daimaru Department Store
Umeda, Daimaru Department Store
Utsunomiya, Tobu Department Store++ Canada: Toronto
Yokohama, Landmark Plaza, Mitsukoshi * Mexico: Mexico City, Palacio Store, Polanco
Yokohama, Mitsukoshi Department Store * Mexico: Mexico City, Palacio Store, Perisur
Mexico: Mexico City, Masaryk
+Location closed January 31, 2001
++Location opened March 2001
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Business with Mitsukoshi
The Company has and expects to maintain an important commercial
relationship with Mitsukoshi Ltd. of Japan ("Mitsukoshi").
From 1972 until July 1993, selected TIFFANY & CO. products, principally
jewelry and timepieces, were purchased from Tiffany by Mitsukoshi for
distribution in Japan in TIFFANY & CO. boutiques located, for the most part, in
Mitsukoshi's department stores.
On June 12, 1993, Registrant, through its affiliated companies, entered
into a distribution agreement (the "93 Agreement") with Mitsukoshi. Under the 93
Agreement, Registrant's wholly owned subsidiary, Tiffany & Co. Japan Inc.
("Tiffany-Japan"), has merchandising and marketing responsibilities in the
operation of TIFFANY & CO. boutiques in Mitsukoshi's stores and other locations
in Japan. Under the 93 Agreement, Mitsukoshi acts for Tiffany-Japan in the sale
of merchandise owned by Tiffany-Japan and Registrant 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 display within the boutiques, manages inventory and controls
and funds all advertising and publicity programs with respect to TIFFANY & CO.
merchandise. In some boutiques Tiffany-Japan provides the retail staff, and in
others the retail staff is provided by Mitsukoshi. Mitsukoshi provides and
maintains the boutique facilities and assumes credit and certain other risks.
Tiffany-Japan pays Mitsukoshi fees aggregating up to 27% of net retail sales
made in certain boutiques. Lower fees are paid for boutiques in which
Tiffany-Japan provides the retail staff. Tiffany-Japan also pays Mitsukoshi an
incentive fee of 5% of the amount by which boutique sales increase year-to-year,
calculated on a per-boutique basis. In Tokyo, TIFFANY & CO. boutiques may be
established only in Mitsukoshi's stores and TIFFANY & CO. brand jewelry may be
sold only in such boutiques, or in a "flagship store" (see below). The mutual
obligations described in this paragraph will expire on October 15, 2001.
In Fiscal 1998, 1999 and 2000, respectively, total Japan sales
represented 27%, 27% and 28% of Registrant's net sales. In Fiscal 1998, 1999 and
2000, sales made in TIFFANY & CO. boutiques located in Mitsukoshi's stores
constituted 16% of Registrant's net sales.
Mitsukoshi, Tiffany and Tiffany-Japan entered into an Agreement dated
February 23, 1996 (the "FSS Agreement") governing the operation of a 7,700
square foot TIFFANY & CO. store in premises (the "Premises") located in Tokyo's
Ginza shopping district (the "Flagship Store"). In June 1999 by Supplemental
Agreement, the parties expanded the Premises to approximately 12,000 square
feet. The FSS Agreement will expire on September 30, 2001. The Premises are
leased by a third party to Tiffany-Japan for a fixed annual rental and subleased
by Tiffany-Japan to Mitsukoshi on a percentage-of-sales basis (the "Sublease").
Tiffany-Japan completed, at its cost, all necessary improvements to prepare the
Premises and delivered the Premises to Mitsukoshi in May 1996. Under the FSS
Agreement, Tiffany-Japan bears all costs of operating the Premises.
Tiffany-Japan selects and furnishes its own 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 ten employees provided by
Mitsukoshi. After compensating Tiffany-Japan on a percentage-of-sales basis for
Sublease rent and staffing, Mitsukoshi retains 8.3% of net sales for most sales
transactions in the Flagship Store. Management of the Flagship Store, other than
with respect to the POS System, is the responsibility of Tiffany-Japan.
The Company has been negotiating new agreements comparable to the 93
Agreement and the FSS Agreement with Mitsukoshi and has reached an agreement in
principle with respect to their substantive terms. It is anticipated that
negotiations will be concluded and formal documents entered into during the
first quarter of Fiscal 2001.
On February 2, 1998, Tiffany purchased, as a going concern, the TIFFANY
& CO. business operated on the island of Oahu, Hawaii, by an affiliate of
Mitsukoshi under agreement with Tiffany. The transaction was structured as a
purchase of assets. Tiffany paid a cash price of $8.1 million and agreed to make
contingent payments equal to 3.75% of certain sales made by Tiffany on the
island of Oahu after the date of the purchase and through January 31, 2003. On
March 19, 1999, Tiffany purchased, as a going concern, the TIFFANY & CO.
business operated in Guam by an affiliate of Mitsukoshi under agreement with
Tiffany. The transaction was structured as a cash-for-stock purchase of the
affiliate, under which Tiffany assumed all of the assets and liabilities of the
affiliate. Tiffany paid a total cash price of $7.0 million.
From 1989 through January 1999, Mitsukoshi Limited of Japan and its
affiliated companies held a significant portion of the Registrant's Common
Stock. As of January 31, 1999, Mitsukoshi's holdings represented 12.3% of
Registrant's outstanding shares. In February 1999, Mitsukoshi sold all of its
holdings of Registrant's Common Stock through a public offering.
International Wholesale Distribution
Wholesale distribution of selected TIFFANY & CO. merchandise is also
made through independent distributors in the countries listed on the following
page. Registrant records as sales the wholesale price charged to the third-party
distributor. Multiple doors are indicated in parentheses.(3)
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(3) In July 2000 the Company discontinued wholesale sales of jewelry to
third-party retailers in Europe. Trade sales in Europe represented less than 1%
of International Retail sales in Fiscal 1999. This change has not had a
significant impact on sales or profits and has enabled the Company to better
manage the TIFFANY & CO. brand and to focus management efforts on
Company-operated stores in Europe. International wholesale fragrance sales, also
representing less than 1% of International Retail sales in Fiscal 1999, were
discontinued in most international markets effective January 31, 2001. This
change is not expected to have a significant impact on sales or profits.
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INTERNATIONAL WHOLESALE DISTRIBUTION
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ASIA-PACIFIC, MIDDLE EAST AND RUSSIA CARIBBEAN
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Australia (2) Lebanon (3) Aruba (3) Jamaica (5)
Bahrain New Zealand Bahamas (2) Puerto Rico (5)
Egypt Oman (2) Bermuda St. Maarten (2)
Guam Philippines (2) Dominican Republic(2) St. Thomas (2)
Hong Kong Qatar (4) Grand Cayman (2) Turks and Caicos
India Russia (5)
Indonesia Saipan
Japan (8) Saudi Arabia (5)
Jordan Singapore
Korea Syria
Kuwait (2) United Arab Emirates (3)
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CANADA CENTRAL/LATIN AMERICA
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Calgary Ottawa Argentina (4) Panama (2)
Montreal Vancouver Brazil (2) Paraguay (4)
Colombia Uruguay
Costa Rica Venezuela
Guatemala
Honduras (2)
Mexico (6)
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Management anticipates continued expansion of international wholesale
distribution in Central/Latin American, Caribbean and Asia-Pacific regions as
markets are developed.
Expansion of Worldwide Retail Operations
Registrant expects to continue to open 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.
TIFFANY & CO. boutiques are located in 27 Mitsukoshi department stores and other
retail locations operated with Mitsukoshi in Japan. The Company also operates 20
boutiques primarily in department stores other than Mitsukoshi, in locations
within Japan but outside of Tokyo, and plans to open more.
In recent years, the 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, such as Mitsukoshi,
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 are being obtained.
Tiffany began its ongoing program of international expansion through
proprietary retail stores in 1986 with the establishment of the London store.
Company-operated international TIFFANY & CO. stores and boutiques range in size
from approximately 400 to 14,000 gross square feet and total approximately
197,000 gross square feet devoted to retail purposes. The following chart
details the growth in the Company's stores and boutiques since Fiscal 1987 on a
worldwide basis:
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Worldwide Retail Locations Operated by Registrant's Subsidiary Companies
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Americas and Europe Asia-Pacific
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End of Canada,
Fiscal: U.S. Mexico Europe Japan Elsewhere Total
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1987 8 0 2 0 0 10
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1988 9 0 3 0 1 13
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1989 9 0 5 0 2 16
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1990 12 0 5 0 3 20
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1991 13 1 7 0 4 25
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1992 16 1 7 7 4 35
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1993 16 1 6 37** 5 65
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1994 18 1 6 37 7 69
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1995 21 1 6 38 9 75
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1996 23 1 6 39 12 81
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1997 28 2 7 42 17 96
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1998 34 2 7 44 17 104
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1999 38 3 8 44 17 110
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2000 42 4 8 44 21 119
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**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.
Advertising and Promotion
Tiffany regularly advertises its business, primarily in newspapers and
magazines. Cooperative advertising funds are received from certain merchandise
vendors and the Company also provides its international third-party distributors
with cooperative advertising funds. In Fiscal 1998, 1999 and 2000, Tiffany spent
approximately $52.5 million, $57.3 million and $65.4 million, respectively, on
worldwide advertising, net of amounts contributed by vendors to Tiffany, but
inclusive of cooperative advertising funds contributed by Tiffany to third party
distributors and amounts expended to print and mail catalogs and brochures.
Public Relations (promotional) activity is also 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 other 501(c)(3) charitable organizations with efforts concentrated in
the preservation and conservation of the arts. The Company also engages in an
aggressive 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 fine jewelry and other merchandise.
Tiffany's New York window displays are another important aspect of Tiffany's
promotional efforts. In its New York store, Tiffany displays table settings
created by leading interior decorators and by prominent hosts and hostesses.
John Loring, Tiffany's Design Director, is the author of several books featuring
TIFFANY & CO. products. Registrant considers these and other promotional efforts
important in maintaining Tiffany's image as an arbiter of taste and style.
Trademarks
The designations TIFFANY(R) and TIFFANY & CO.(R) are the principal
trademarks of Tiffany, as well as serving as tradenames. 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 and
the color TIFFANY BLUE 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. 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.
Designer Licenses
Tiffany has been the sole licensee for jewelry designed by Elsa Peretti,
Paloma Picasso and the late Jean Schlumberger since 1974, 1980 and 1956,
respectively. In 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 and 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% of the Company's net sales
in Fiscal 1998, 1999 and 2000. Merchandise designed by Ms. Picasso accounted for
3% of the Company's net sales in Fiscal 1998, 1999 and 2000.
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
workshops in New York City and Pelham, New York; Parsippany, New Jersey;
Warwick, Rhode Island; Salem, West Virginia; and Paris, France and through
purchases and consignments from others. The Company has recently completed
construction of a jewelry and silver goods manufacturing facility in Cumberland,
Rhode Island and expects operations to commence in May 2001. The following table
shows Tiffany's sources of merchandise, based on cost, for the periods
indicated:
[Download Table]
Fiscal Years
1998 1999 2000
------- -------- -------
Produced by Tiffany 31% 37% 46%
Purchased from others 69 63 54
------- -------- -------
Total 100% 100% 100%
======= ======== =======
The preceding figures include the cost of precious gems incorporated in
such merchandise. Approximately 49% of the merchandise purchased from others in
Fiscal 2000 was manufactured outside the United States.
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 37%, 38% and 40% of Tiffany's net sales in Fiscal 1998, 1999 and
2000, 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 three 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 would established
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 1999, the Company announced its plans to form a joint arrangement and
distribution contract with Aber Diamond Corporation ("Aber"), a publicly traded
company headquartered in Canada. The Company strengthened this commercial
relationship by making a substantial equity investment ($71 million) by
purchasing 8 million shares in Aber, representing approximately 14.9% of its
outstanding shares. It is expected that Tiffany's alliance with Aber, 40% owner
of the Diavik Diamonds Project in Northwest Canada, will enable Tiffany to
secure a significant portion of its future diamond needs once production
commences. Production is expected to commence in Fiscal 2003.
Presently, 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. The DTC supplies approximately 70%
of the world market for rough, gem-quality diamonds, notwithstanding that its
historical ability to control supplies has been somewhat diminished due to
changing politics in diamond-producing countries and revised contractual
arrangements with independent mine operators. Through its affiliates, the DTC
continues to exert a significant influence on the demand for polished diamonds
through its advertising and marketing efforts throughout the world.
Tiffany does not purchase rough diamonds; in consequence, Tiffany does
not purchase directly from the DTC. Some, but not all, of Tiffany's suppliers do
purchase directly from the DTC. It is estimated that 78% of the diamonds that
Tiffany purchases have their source with the DTC. The availability and price of
diamonds to the DTC 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. Sustained interruption in the supply of rough diamonds or 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. Direct purchasers from the DTC may sell cut and polished diamonds
marked with the DTC's proprietary trademark. This practice, coupled with a
change in the marketing and advertising policies of the DTC's affiliates, could
affect consumer demand for diamonds that do not bear the DTC's trademark.
Tiffany may or may not carry such
branded diamonds in the future. Additionally, an affiliate of the DTC has
announced a joint venture with an affiliate of a major luxury goods retailer for
the purpose of retailing diamond jewelry. This joint venture may become a
competitor of Tiffany.
Increasing attention has been focused within the last eighteen months on
the issue of "conflict" diamonds. Conflict diamonds are extracted from war-torn
regions and sold by rebel forces to fund insurrection. 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 not expected that such efforts, if successful,
will substantially affect the supply of diamonds. However, in the near term,
efforts by these non-governmental organizations to increase consumer awareness
of the issue and encourage legislative response could affect consumer demand for
diamonds.
Finished jewelry is purchased from approximately 150 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.
TIFFANY & CO. brand clocks and components for timepieces are
manufactured and assembled by third parties. Approximately 50% of net watch
sales during Fiscal 2000 were attributable to a single manufacturer. Tiffany
contracts with a single manufacturer to produce its silver flatware patterns
from Tiffany's proprietary tools and dies by use of Tiffany's traditional
manufacturing techniques. Likewise, engraved stationery is purchased from a
single manufacturer. Loss of any of these manufacturers could result in the
unavailability of timepieces, silver flatware or engraved stationery, as the
case may be, 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 reputations for style and expertise similar to that of the Company
and compete on the basis of value. Other jewelers and retailers compete
primarily through advertised price promotion. The Company competes on the basis
of quality and value and does not engage in price promotional advertising. See
Merchandise Purchasing, Manufacturing and Raw Materials above.
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. In marketing service awards
and business gifts to corporations and other organizations, the Company faces
numerous competitors who sell a wide variety of products at a greater price
range than the Company, which has chosen to offer a more limited selection in
order to adhere to its established quality standards. Tiffany currently
distributes selected merchandise through its Web site at www.tiffany.com and
anticipates increasing competition in this area as the technology evolves.
Tiffany does not currently offer diamond engagement jewelry through its Web
site, 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.
Employees
As of January 31, 2001, the Registrant's subsidiary corporations
employed an aggregate of approximately 5,960 full-time and part-time persons. Of
those employees, 4,932 are employed in the United States. Of Tiffany's total
employees, approximately 2,250 persons are salaried employees, 572 are engaged
in manufacturing and 2,887 are retail store personnel. None of the Company's
employees is represented by a union. Registrant believes that relations with its
employees are good.
ITEM 2. PROPERTIES
Registrant both owns and leases its principal operating facilities and
occupies its various store premises under lease arrangements which are generally
on a two to ten-year basis.
New York Store
In November 1999, Tiffany purchased the land and building housing
its flagship store at 727 Fifth Avenue in New York City. Prior to its
repurchase, the building had been leased by Tiffany 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
32,450 gross square feet of this 124,000 square foot building are devoted to
retail selling purposes, with the balance devoted to administrative offices,
certain product services, jewelry manufacturing and storage. During the fourth
quarter of fiscal 2000, the Company commenced a three-year renovation project to
reconfigure the store to increase its selling space by approximately 25% and to
provide additional space for customer service and special exhibitions.
Customer Service Center
In 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 "Customer Service Center" ("CSC")
on that property was completed and Tiffany commenced operations. The CSC is a
combined warehouse, distribution, light manufacturing, computing and office
center. It comprises approximately 269,000 square feet, of which approximately
96,000 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. Registrant believes
that the CSC has been properly designed to handle worldwide distribution
functions and that it is suitable for that purpose. The computer and office
center areas are currently being expanded to meet increased demand.
The present term of the lease expires on January 31, 2002. Tiffany has
exercised its right under the lease to purchase the CSC as of such date for a
scheduled purchase price.
In anticipation of growth in sales volume and company-operated stores,
Tiffany has entered into a ground lease, subject to state and local approvals
and receipt of landlord's required insurance documentation, of undeveloped
property in Hanover Township, New Jersey in order to construct and occupy an
additional facility to manage the warehousing and processing of direct-to-
customer orders and to perform other distribution functions. It is anticipated
that, if approved, construction of the facility will commence in 2001 with
occupancy expected in Fiscal 2003. The proposed facility will be approximately
266,000 square feet, of which approximately 34,500 square feet will be devoted
to office use, the balance to warehousing, shipping, receiving, merchandise
processing and other warehouse functions.
Manufacturing Facility - Cumberland, Rhode Island
In January 2000 Tiffany entered into an agreement to purchase certain
undeveloped property in Cumberland, Providence County, Rhode Island in order to
construct and occupy a 100,000 square foot jewelry and silver goods manufact-
uring facility. Construction has recently been completed and operations are
expected to commence in May 2001.(4)
-----------------------------
(4) In September 2000 Tiffany entered into agreements with the Rhode Island
Industrial Facilities Corporation to purchase an industrial development bond for
the purpose of financing the continued construction and equipping of the
manufacturing facility. In connection with the issuance of the Bond, Tiffany
transferred title to the land, building and improvements, and leased back the
project. Under the Lease Agreement, Tiffany's rental payments will be used to
pay the principal and interest on the Bond. Upon payment in full of the Bond,
Tiffany has the option to purchase the facility at a price of One Thousand
($1,000.00) Dollars.
Branch and Subsidiary 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):
[Enlarge/Download Table]
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U.S. BRANCH STORE LEASES
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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, 2003
----------------------------------------------------------------------------------------------------------
Beverly Hills CA Two Rodeo Drive October 7, 2005 Two five-year
terms
----------------------------------------------------------------------------------------------------------
Boca Raton FL Town Center 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 December 31, 2007 One five-year
term
----------------------------------------------------------------------------------------------------------
Chestnut Hill MA The Atrium 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
----------------------------------------------------------------------------------------------------------
Costa Mesa CA South Coast Plaza January 31, 2004 One five-year
term
----------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------
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 Hilton Hawaiian Village December 31, 2002 One five-year
term
----------------------------------------------------------------------------------------------------------
Honolulu HI Moana Surfrider January 31, 2003
----------------------------------------------------------------------------------------------------------
Houston TX Galleria Post Oak September 30, 2001 One five-year
term
----------------------------------------------------------------------------------------------------------
Las Vegas NV Bellagio January 31, 2008 One ten-year
term
----------------------------------------------------------------------------------------------------------
King of Prussia PA King of Prussia Plaza November 30, 2005 One five-year
term
----------------------------------------------------------------------------------------------------------
Manhasset NY Americana Shopping Center June 9, 2008
----------------------------------------------------------------------------------------------------------
Maui HI Whalers Village July 31, 2004
----------------------------------------------------------------------------------------------------------
Maui HI 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
----------------------------------------------------------------------------------------------------------
Palm Beach FL 259 Worth Avenue May 31, 2007 Two five-year
terms
----------------------------------------------------------------------------------------------------------
Palo Alto CA Stanford Shopping Center May 31, 2007
----------------------------------------------------------------------------------------------------------
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 December 31, 2007 One five-year
Center term
----------------------------------------------------------------------------------------------------------
San Francisco CA Union Square October 23, 2006 One ten-year
term
----------------------------------------------------------------------------------------------------------
Scottsdale AZ 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, 2005 One five-year
term
----------------------------------------------------------------------------------------------------------
One five-year
Tamuning Guam Tumon Sands Plaza September 30, 2001 term
----------------------------------------------------------------------------------------------------------
Troy MI The Somerset Collection September 30, 2007
----------------------------------------------------------------------------------------------------------
Vienna VA Fairfax Square March 31, 2010 One five-year term
----------------------------------------------------------------------------------------------------------
White Plains NY The Westchester April 30, 2005 One five-year term
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[Enlarge/Download Table]
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INTERNATIONAL BRANCH STORE LEASES-
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COUNTRY CITY LOCATION EXPIRATION DATE RENEWAL OPTIONS
----------------------------------------------------------------------------------------------------
Australia Sydney Chifley Tower October 18, 2004 One five-year term
----------------------------------------------------------------------------------------------------
Australia Melbourne Crown Casino May 7, 2002
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Canada Toronto 85 Bloor Street West November 15, 2006 One seven-year term
----------------------------------------------------------------------------------------------------
England London 25 Old Bond Street March 24, 2016
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France Paris 6 Rue de la Paix April 1, 2011
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Germany Frankfurt 20 Goethestrasse January 31, 2011 One ten-year term
----------------------------------------------------------------------------------------------------
Germany Munich Residenzstrasse 11 January 31, 2004 One five-year term
----------------------------------------------------------------------------------------------------
Hong Kong Causeway Bay Lee Gardens June 30, 2003
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Hong Kong The Landmark May 31, 2005
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Hong Kong Kowloon The Peninsula February 28, 2002
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Hong Kong Pacific Place October 31, 2003
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Italy Florence Via Tornabuoni December 31, 2001 One six-year term+
----------------------------------------------------------------------------------------------------
Italy Milan Via della Spiga October 31, 2005
----------------------------------------------------------------------------------------------------
Japan Tokyo Ginza October 24, 2002 One three-year term
----------------------------------------------------------------------------------------------------
Korea Pusan Paradise Hotel September 20, 2003 One two-year option
----------------------------------------------------------------------------------------------------
Korea Seoul Grand Hyatt Hotel December 31, 2001
----------------------------------------------------------------------------------------------------
Malaysia Kuala Lumpur Suria KL City Centre November 30, 2002 Two three-year terms
----------------------------------------------------------------------------------------------------
Mexico Mexico City Masaryk May 31, 2004 Two three-year terms
----------------------------------------------------------------------------------------------------
Singapore Raffles Hotel September 15, 2003
----------------------------------------------------------------------------------------------------
Singapore Ngee Ann City September 14, 2002 One one-year term
----------------------------------------------------------------------------------------------------
Switzerland Zurich Bahnhofstrasse 14 September 30, 2005
----------------------------------------------------------------------------------------------------
Taiwan Taipei Regent Hotel Under Negotiation
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+ Renewal subject to conditions imposed by Italian law, including right of
landlord to occupy premises for its own use.
New Store Leases
In addition to the U.S. leases described herein on page 18, Tiffany has
entered into the following new leases for domestic stores expected to open in
2001: a 10-year lease for a 6,500 square foot store at International Plaza in
Tampa, Florida and an 11-year lease for a 6,065 square foot store at Westfield
Shoppingtown Valley Fair in Santa Clara (San Jose), California. Expected U.S.
openings in 2002: a 15-year lease for an 11,226 square foot store on Kalakaua
Avenue, Waikiki, Honolulu, Hawaii. Tiffany has also entered into the following
new leases for international stores expected to open in 2001: a 6-year lease for
a 4,360 square foot store on Via Del Babuino in Rome, Italy, a 15-year lease for
a 1,390 square foot store in Royal Exchange, London, England, a 5-year lease for
3,951 square foot store in Inguatemi Shopping Center in Sao Paulo, Brazil and a
5-year lease for a 5,920 square foot store on Collins Street in Melbourne,
Australia.
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. 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
no litigation currently pending to which it or Tiffany is a party or to which
its properties are subject will have a material adverse effect on its financial
position, results of operations or cash flows.
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, 2001.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Registrant are:
[Enlarge/Download Table]
NAME AGE POSITION YEAR JOINED TIFFANY
William R. Chaney 68 Chairman of the Board of Directors 1980
Michael J. Kowalski 49 President and Chief Executive Officer 1983
James E. Quinn 49 Vice Chairman 1986
Beth O. Canavan 46 Executive Vice President 1987
James N. Fernandez 45 Executive Vice President and 1983
Chief Financial Officer
Victoria Berger-Gross 45 Senior Vice President - Human Resources 2001
Patrick B. Dorsey 50 Senior Vice President - General Counsel 1985
and Secretary
Linda A. Hanson 40 Senior Vice President - Merchandising 1990
Fernanda M. Kellogg 54 Senior Vice President - Public Relations 1984
Caroline D. Naggiar 43 Senior Vice President - Marketing 1997
John S. Petterson 42 Senior Vice President - Direct Marketing 1988
William R. Chaney. Mr. Chaney, Chairman of Tiffany since August 1984, joined
Tiffany in January 1980 as a member of its Board. From August 1984 through
January 31, 1999, he also served as Chief Executive Officer of Registrant. Prior
to 1984 he served as an executive officer of Avon Products Inc. Mr. Chaney also
serves on the board of directors of the Bank of New York and the Atlantic Mutual
Companies.
Michael J. Kowalski. Mr. Kowalski was appointed President on January 18, 1996
and served as Chief Operating Officer from January 1997 until his appointment as
Chief Executive Officer on February 1, 1999, succeeding William R. Chaney. He
has served on Registrant's Board of Directors since January 1995. He previously
served as Executive Vice President from March 19, 1992, with overall
responsibility in the following areas: merchandising, marketing, advertising,
public relations and product design. He has held a variety of merchandising
management positions since joining Tiffany in 1983 as Director of Financial
Planning.
James E. Quinn. Mr. Quinn joined Tiffany in July 1986 as Vice President of
branch sales for the Company's corporate sales operations and has since 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. In January 1998 he was appointed Vice
Chairman. 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.
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 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, retail store expansion and customer service.
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, at which
time his responsibilities were expanded to include distribution in addition to
his responsibilities for the accounting, treasury, investor relations,
information technology, financial planning and internal audit functions.
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
2000, Senior Director - Human Resources at Bertelsmann A.G.'s BMG Entertainment
from March 1998 and Vice President - Organizational Effectiveness at Personnel
Decisions International from January 1990.
Patrick B. Dorsey. Mr. Dorsey joined Tiffany in July 1985 as General Counsel and
Secretary.
Linda A. Hanson. Ms. Hanson joined Tiffany in April 1990 as a management
associate. She assumed her current responsibilities in July 1997.
Fernanda M. Kellogg. Ms. Kellogg joined Tiffany in October 1984 as Director of
Retail Marketing. She assumed her current responsibilities in January 1990.
Caroline D. Naggiar. Ms. Naggiar joined Tiffany in June 1997 as Vice
President-Marketing Communications. She assumed her current responsibilities in
February 1998. Prior to joining Tiffany, she served as Vice President-Management
Representative of McCann-Erickson Advertising from January 1993, where she was
responsible for the Tiffany account.
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.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant's Common Stock is traded on the New York Stock Exchange. On
July 21, 1999 and July 20, 2000, two-for-one stock splits were effected through
stock dividends. All share prices and dividend amounts have been restated to
reflect the two stock splits. In consolidated trading the high and low selling
prices per share for shares of such Common Stock for Fiscal 1999 were:
[Download Table]
Fiscal 1999 High Low
----------- ---- ---
First Fiscal Quarter $21.86 $13.19
Second Fiscal Quarter $26.50 $19.47
Third Fiscal Quarter $33.50 $20.91
Fourth Fiscal Quarter $45.00 $29.19
In consolidated trading, the high and low selling prices per share for
shares of such Common Stock for Fiscal 2000 were:
[Download Table]
Fiscal 2000 High Low
----------- ---- ---
First Fiscal Quarter $42.75 $27.25
Second Fiscal Quarter $38.75 $27.09
Third Fiscal Quarter $45.38 $32.00
Fourth Fiscal Quarter $43.56 $26.75
On March 23, 2001, the high and low selling prices quoted on such
exchange were $27.80 and $27.00 respectively. On March 23, 2001 there were 3,082
record holders of Registrant's Common Stock.
It is Registrant's policy to pay a quarterly dividend of $0.04 per share
of Common Stock, subject to declaration by Registrant's Board of Directors. In
Fiscal 1999, a dividend of $0.0225 per share of Common Stock was paid on April
12, 1999. On May 20, 1999, Registrant's Board of Directors declared an increase
in the regular quarterly dividend from $0.0225 per share to $0.03 per share of
Common Stock. Thereafter, dividends of $0.03 per share of Common Stock were paid
on July 21, 1999, October 12, 1999 and January 10, 2000. In Fiscal 2000, a
dividend of $0.03 per share of Common Stock was paid on April 10, 2000. The
preceding dividends per share have been adjusted for a two-for-one stock split
of the Common Stock in July 2000. On May 18, 2000, Registrant's Board of
Directors declared an increase in the regular quarterly dividend from $0.03 per
share to $0.04 per share of Common Stock. Thereafter, dividends of $0.04 per
share of Common Stock were paid on July 20, 2000, October 10, 2000 and January
10, 2001.
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, 1,804,964 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.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2001, pages 18-19.
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, 2001, pages 20-26.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2001, pages 27-46.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2001, pages 8-10 and 24-26.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2001, pages 12-22.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2001, pages 4-6.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2001, page 15.
PART IV
ITEM 14. 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 2000 Annual Report to Stockholders
of Tiffany & Co. and Subsidiaries:
Report of Independent Accountants
(following this Form 10-K)
Consolidated Statements of Earnings
for the years ended January 31, 2001, 2000, and 1999
Consolidated Balance Sheets
as of January 31, 2001 and 2000
Consolidated Statements of Stockholders' Equity
for the years ended January 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows
for the years ended January 31, 2001, 2000 and 1999
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.
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:
[Enlarge/Download Table]
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.
3.2 By-Laws of Registrant (as last amended March 15, 2001).
4.1 Amended and Restated Rights Agreement Dated as of September 22, 1998 by and between Registrant and
ChaseMellon Shareholder Services L.L.C., as Rights Agent. Incorporated by reference from Exhibit
4.1 to Registrant's Report on Form 8-A/A dated September 24, 1998.
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").
10.101 Form of Note Purchase Agreement, including the form of 7.52% Senior Notes due 2003 issued thereunder
at par by Registrant on January 31, 1993 for an aggregate principal amount of $51,500,000. Incorporated
by reference from Exhibit 10.101 filed with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1993 and dated April 12, 1993.
10.111 Agreement made June 12, 1993 by and between Tiffany-Japan (Delaware) Inc., Tiffany and Mitsukoshi
Limited as amended. Incorporated by reference from Exhibit 10.111 filed with Registrant's Report on Form
8-K filed June 12, 1993 and Exhibit 10.111a filed with Registrant's Report on Form 10-Q dated August 28, 1998.
10.111a Rider No. 1 to Agreement referred to in Exhibit 10.111, dated September 21, 1999. Incorporated by reference from Exhibit
10.111a filed with Registrant's Report on Form 10-K for the Fiscal Year ended January 31, 2000.
10.116 Credit Agreement dated as of June 26, 1995 by and among Registrant, Tiffany, Tiffany & Co. International,
The Bank of New York, as Issuing Bank and as Swing Line Lender, The Bank of New York, as Arranging Agent and
The Bank of New York as Administrative Agent, restated through Amendment No. 5 dated as of November 20, 1997.
Incorporated by reference from Exhibit 10.116 filed with Registrant's Report on Form 10-Q for the Fiscal quarter
ended October 31, 1997 and dated December 10, 1997.
10.116a Amendments Nos. 6-8 to Credit Agreement referred to in Exhibit 10.116 above, dated, respectively October 6,
1998, November 30, 1998 and March 8, 1999. Incorporated by reference from Exhibit 10.116a filed with Registrant's
Report on Form 10-K for the Fiscal Year ended January 31, 1999.
[Enlarge/Download Table]
10.116b Amendments Nos. 9-11 to Credit Agreement referred to in previously
filed Exhibit 10.116 dated, respectively, July 15, 1999, October 20,
1999 and February 14, 2000. Incorporated by reference from Exhibit
10.116b filed with Registrant's Report on Form 10-K for the Fiscal
Year ended January 31, 2000.
10.116c Amendments Nos. 12-13 to Credit Agreement referred to in previously
filed Exhibit 10.116 dated, respectively, June 22, 2000 and November 1, 2000.
10.119 Amended and Restated Lease Agreement dated as of December 1, 1995,
effective as of August 1, 1995, by and between First Fidelity Bank,
National Association, not in its individual capacity, but solely as
the trustee under that certain Trust Agreement 1995-1 dated as of
July 1, 1995, as amended, as Owner-Lessor and Tiffany, as Lessee;
Amended and Restated Construction Agency Agreement dated as of
December 1, 1995, effective as of December 11, 1995, by and between
Tiffany, as Agent, and First Fidelity Bank, National Association, a
national banking association, not in its individual capacity but
solely as trustee pursuant to a Trust Agreement 1995-1 dated as of
July 1, 1995, as amended, as Owner; Agreement and Consent to
Assignment dated as of December 1, 1995 among Registrant, Tiffany and
Fleet National Bank of Connecticut, as Collateral Trustee; and
Definition Appendix to the foregoing documents listed in this Exhibit
10.119. Incorporated by reference from Exhibit 10.119 filed with
Registrant's Report on Form 10-K for the Fiscal Year ended January
31, 1996 and dated April 8, 1996.
10.119a Amendment No. 1 to the Agreement and Consent to Assignment dated as
of December 1, 1995 among Registrant, Tiffany and Fleet National Bank
of Connecticut, as Collateral Trustee referenced in Exhibit 10.119
above, dated November 3, 1998. Incorporated by reference from Exhibit
10.119a filed with Registrant's Report on Form 10-K for the Fiscal
Year ended January 31, 1999.
10.120 Watch Supplier Agreement as of October 30, 1995 by and among Tiffany
and Tiffany & Co. Watch Center S.A. and TWF SA. Incorporated by
reference from Exhibit 10.120 filed with Registrant's Report on Form
10-K for the Fiscal Year ended January 31, 1996 and dated April 8, 1996.
10.121 Agreement as of February 23, 1996 among Mitsukoshi Limited,
Tiffany-Japan Inc. and Tiffany. Incorporated by reference from
Exhibit 10.121 filed with Registrant's Report on Form 10-K for the
Fiscal Year ended January 31, 1996 and dated April 8, 1996.
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 and dated June 13, 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.
10.123 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 and dated April 8, 1997.
[Download Table]
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.
10.128 Translation of Loan Agreement between Tiffany & Co. Japan Inc. and
the Fuji Bank, Ltd., Hong Kong Branch dated 22 October 1999, Guaranty
issued in connection therewith by the Registrant and Agreement on
Bank Transactions referenced in the aforesaid Loan Agreement;
Schedule to Master Agreement dated as of October 18, 1999 between The
Chase Manhattan Bank and Tiffany & Co. Japan Inc. (made with
reference to International Swap Dealers Association, Inc. Master
Agreement form copyrighted 1992), Guaranty dated October 18, 1999
issued in connection with such Master Agreement by Tiffany and
Company, Tiffany & Co. International and Registrant in favor of The
Chase Manhattan Bank and Confirmation issued October 29, 1999 by The
Chase Manhattan Bank. Incorporated by reference from Exhibit 10.128
filed with Registrant's Report on Form 10-Q for the Fiscal quarter
ended October 31, 1999.
13.1 Annual Report to Stockholders for Fiscal Year Ended January 31, 2001
(pages 18-46 of such Annual Report have been filed in electronic
format).
21.1 Subsidiaries of Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
Executive Compensation Plans and Arrangements
[Download Table]
Exhibit Description
4.3 Registrant's 1998 Employee Incentive Plan and standard terms of stock
option award (transferable and non-transferable). Incorporated by
reference from Exhibit 4.3 to Registrant's Registration Statement on
Form S-8, file number 333-67723, filed November 23, 1998.
4.3a Standard terms of stock option award (transferable and
non-transferable) under Registrant's 1998 Employee Incentive Plan, as
revised January 21, 1999. Incorporated by reference from Exhibit 4.3a
filed with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1999.
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.
4.4a Standard terms of stock option award (transferable non-qualified
option) under Registrant's 1998 Directors Option Plan, as revised
January 21, 1999. Incorporated by reference from Exhibit 4.4a filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1999.
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.
10.25 Amended and Restated Deferred Compensation Agreement originally made
effective December 31, 1989 by and between William R. Chaney and
Tiffany and Company, and subsequently amended February 8, 1999.
Incorporated by reference from Exhibit 10.25 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 19, 1987. Incorporated by reference from Exhibit 10.49 to the
Registration Statement.
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 and dated April 8, 1997.
10.105 Group Long Term Disability Insurance Policy issued by The Mutual
Benefit Life Insurance Company. Policy Number: G53,152. Incorporated
by reference from Exhibit 10.105 filed with Registrant's Report on
Form 10-K for the Fiscal Year ended January 31, 1993 and dated April
12, 1993.
10.106 Amended and Restated Tiffany and Company Executive Deferral Plan
originally made effective October 1, 1989, as amended effective
October 1, 1998. Incorporated by reference from Exhibit 10.106 filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1999.
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 10-K for the Fiscal Year ended January
31, 1993 and dated April 12, 1993.
10.113 Tiffany and Company Pension Plan, as last amended effective December
21, 1998. Incorporated by reference from Exhibit 10.113 filed with
Registrant's Report on Form 10-K for the Fiscal Year ended January
31, 1999.
10.114 1994 Tiffany and Company Supplemental Retirement Income Plan.
Incorporated by reference from Exhibit 10.114 filed with Registrant's
Report on Form 10-K for the Fiscal Year ended January 31, 1994 and
dated April 7, 1994.
[Enlarge/Download Table]
10.115 1994 Form of Split Dollar Life Insurance Agreement entered into by
Tiffany and Company and certain Executive Officers including form of
Assignment of Life Insurance Policy as Collateral and Rider No. 1 to
1994 Form of Split Dollar Life Insurance Agreement entered into by
Tiffany and Company and certain Executive Officers. Incorporated by
reference from Exhibit 10.115 filed with Registrant's Report on Form
10-K for the Fiscal Year ended January 31, 1995 and dated April 7,
1995.
10.115a Riders Nos. 2 and 3, dated October 18, 1998 and March 20, 1999,
respectively to Split Dollar Life Insurance Agreements between and
among William R. Chaney and Tiffany and Company, and respectively,
the 1994 Chaney Family Trust u/a 2/23/94 and the Babette C. Chaney et
al. Trust u/a 2/23/94. Incorporated by reference from Exhibit 10.115a
filed with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1999.
10.127 Retention Agreements dated March 30, 1999 between and among
Registrant and Tiffany and, respectively, each of the following
executive officers: Michael J. Kowalski, James E. Quinn, James N.
Fernandez and Patrick B. Dorsey and Appendices I to III to each of
those Agreements. Incorporated by reference from Exhibit 10.127 filed
with Registrant's Report on Form 10-K for the Fiscal Year ended
January 31, 1999.
10.127a Retention Agreements dated March 13, 2001 between and among Registrant and Tiffany and,
respectively, each of the following executive officers: Beth O. Canavan, Linda A. Hanson,
Fernanda M. Kellogg, Caroline D. Naggiar, John S. Petterson and Victoria Berger-Gross and
Appendices I to III to each of those Agreements.
REGISTRANT WILL FURNISH COPIES OF ANY OF THE FOREGOING EXHIBITS TO ANY
REGISTERED HOLDER OF THE REGISTRANT'S COMMON STOCK UPON PAYMENT OF A FEE OF $.15
PER PAGE FURNISHED, WHICH FEE REPRESENTS REGISTRANT'S EXPENSES IN FURNISHING
SUCH EXHIBIT.
(b) Reports on Form 8-K.
On December 20, 2000, Registrant filed a Report on Form 8-K reporting
the extension of hours of its flagship New York store beginning January 1, 2001.
On January 4, 2001, Registrant filed a Report on Form 8-K reporting
the issuance of a press release announcing preliminary unaudited sales figures
for the two-month period ended December 31, 2000.
On March 1, 2001, Registrant filed a Report on Form 8-K reporting the
issuance of a press release announcing its sales and earnings for the three-
month period and Fiscal Year ended January 31, 2001.
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 10, 2001 By: /s/ Michael J. Kowalski
----------------------------------------
Michael J. Kowalski
President and Chief Executive Officer
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.
[Enlarge/Download Table]
By: /s/ William R. Chaney By: /s/ Michael J. Kowalski
---------------------------------------- -----------------------------------------
William R. Chaney Michael J. Kowalski
Chairman of the Board President and Chief Executive Officer
(director) (principal executive officer) (director)
By: /s/ James N. Fernandez By: /s/ Warren S.Feld
--------------------------------------- -----------------------------------------
James N. Fernandez Warren S. Feld
Executive Vice President Vice President
(principal financial officer) (principal accounting officer)
By: /s/ Rose Marie Bravo By: /s/ James E. Quinn
----------------------------------------- -----------------------------------------
Rose Marie Bravo James E. Quinn
Director Vice Chairman
(director)
By: /s/ Samuel L. Hayes, III By: /s/ William A. Shutzer
----------------------------------------- ------------------------------------------
Samuel L. Hayes, III William A. Shutzer
Director Director
By: /s/ Charles K. Marquis By: /s/ Geraldine Stutz
------------------------------------------- -------------------------------------------
Charles K. Marquis Geraldine Stutz
Director Director
April 10, 2001
PRICEWATERHOUSECOOPERS LLP
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors & Shareholders
of Tiffany & Co.
Our audits of the consolidated financial statements referred to in our report
dated February 28, 2001 appearing in the fiscal 2000 Annual Report to
Shareholders of Tiffany & Co. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(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
February 28, 2001
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------------------------
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, 2001:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $5,137,719 $1,210,547 - - $2,457,796 (a) $3,890,470
Sales returns 4,578,657 -- - - 495,841 4,082,816
Allowance for inventory
liquidation and
obsolescence 14,160,281 17,665,831 - - 13,431,297 (b) 18,394,815
Allowance for inventory
shrinkage 2,625,788 3,052,347 - - 2,664,186 (c) 3,013,949
LIFO reserve 13,492,173 2,450,113 - - - - 15,942,286
___________________
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
-------------------------------------------------------------------------------------------------------------------------------
Additions
--------------------------------------
Balance at Charged to
beginning costs and Charged to Balance at
Description of period expenses other accounts Deductions end of period
-------------------------------------------------------------------------------------------------------------------------------
Year Ended
January 31, 2000:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $4,680,955 $2,173,026 - - $1,716,262 (a) $5,137,719
Sales returns 3,425,457 1,153,200 - - - - 4,578,657
Allowance for inventory
liquidation and
obsolescence 15,654,894 4,274,113 - - 5,768,726 (b) 14,160,281
Allowance for inventory
shrinkage 1,788,742 3,921,920 - - 3,084,874 (c) 2,625,788
LIFO reserve 15,870,000 -- - - 2,377,827 13,492,173
___________________
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
-------------------------------------------------------------------------------------------------------------------------------
Additions
--------------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description period expenses other accounts Deductions of period
-----------------------------------------------------------------------------------------------------------------------------------
Year Ended
January 31, 1999:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $4,068,327 $2,073,975 $ - - $1,461,347 (a) $4,680,955
Sales returns 2,920,148 505,309 - - 0 3,425,457
Allowance for inventory
liquidation and
obsolescence 16,112,265 5,727,108 - - 6,184,479 (b) 15,654,894
Allowance for inventory
shrinkage 1,726,535 4,156,366 - - 4,094,159 (c) 1,788,742
LIFO reserve 15,870,000 - - - - - - 15,870,000
___________________
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
EXHIBIT INDEX
SEE PAGES 25 THROUGH 29 FOR A COMPLETE LIST OF EXHIBITS FILED, INCLUDING
EXHIBITS INCORPORATED BY REFERENCE FROM PREVIOUSLY FILED DOCUMENTS.
[Download Table]
EXHIBIT
------- DESCRIPTION
3.1b Amendment to Certificate of Incorporation of Registrant
dated May 18, 2000.
3.3 By-Laws of Registrant (as last amended March 15, 2001).
10.116c Amendments Nos. 12-13 to Credit Agreement referred to in
previously filed Exhibit 10.116 dated, respectively,
June 22, 2000 and November 1, 2000.
10.127a Retention Agreements dated March 15, 2001 between and among
Registrant and Tiffany and, respectively, each of the
following executive officers: Beth O. Canavan, Linda A.
Hanson, Fernanda M. Kellogg, Caroline D. Naggiar, John S.
Petterson and Victoria Berger-Gross and Appendices I to III
to each of those Agreements.
13.1 Annual Report to Stockholders for Fiscal Year Ended
January 31, 2001 (pages 18-46 of such Annual Report have
been filed in electronic format).
21.1 Subsidiaries of Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/24/16 | | 19 |
| | 11/30/12 | | 18 | | | | | 4 |
| | 10/20/12 | | 18 |
| | 4/1/11 | | 19 | | | | | 4 |
| | 1/31/11 | | 18 | | 19 | | | 10-K, 11-K, 5 |
| | 12/31/10 | | 18 |
| | 12/30/10 | | 27 |
| | 11/30/10 | | 18 |
| | 7/31/10 | | 18 | | | | | 10-Q |
| | 6/30/10 | | 18 |
| | 4/30/10 | | 18 | | | | | 10-Q, 4 |
| | 3/31/10 | | 18 | | | | | 4 |
| | 1/31/10 | | 18 | | | | | 10-K, 11-K, 5 |
| | 7/31/09 | | 18 | | | | | 10-Q, 8-K |
| | 6/30/09 | | 18 |
| | 5/31/09 | | 18 |
| | 4/30/09 | | 18 | | | | | 10-Q, 4 |
| | 12/31/08 | | 18 |
| | 12/30/08 | | 27 | | | | | 8-K |
| | 10/28/08 | | 18 |
| | 6/9/08 | | 18 |
| | 1/31/08 | | 18 | | | | | 10-K, 11-K |
| | 12/31/07 | | 18 |
| | 9/30/07 | | 18 |
| | 5/31/07 | | 18 | | | | | 8-K |
| | 11/15/06 | | 19 |
| | 10/23/06 | | 18 |
| | 9/30/06 | | 18 |
| | 1/31/06 | | 18 | | | | | 10-K, 11-K, 4 |
| | 11/30/05 | | 18 | | | | | 8-K, 8-K/A |
| | 10/31/05 | | 19 | | | | | 10-Q, 10-Q/A, 8-K/A |
| | 10/7/05 | | 18 |
| | 9/30/05 | | 19 |
| | 5/31/05 | | 19 |
| | 4/30/05 | | 18 | | | | | 10-Q, 10-Q/A |
| | 1/31/05 | | 18 | | | | | 10-K, 10-K/A, 11-K, 4, 5 |
| | 10/18/04 | | 19 |
| | 7/31/04 | | 18 | | | | | 10-Q |
| | 5/31/04 | | 19 |
| | 1/31/04 | | 18 | | 19 | | | 10-K, 11-K, 5, 8-K |
| | 10/31/03 | | 19 | | | | | 10-Q |
| | 9/20/03 | | 19 |
| | 9/15/03 | | 19 | | | | | 4 |
| | 6/30/03 | | 19 | | | | | 8-K |
| | 5/31/03 | | 18 |
| | 1/31/03 | | 9 | | 18 | | | 10-K, 11-K, 5, 8-K |
| | 12/31/02 | | 18 |
| | 11/30/02 | | 19 |
| | 10/24/02 | | 19 | | | | | 4 |
| | 9/14/02 | | 19 |
| | 5/7/02 | | 19 |
| | 2/28/02 | | 19 | | | | | 8-K, 8-K/A |
| | 1/31/02 | | 17 | | | | | 10-K, 11-K, 8-K |
| | 12/31/01 | | 19 |
| | 10/15/01 | | 8 |
| | 9/30/01 | | 8 | | 18 |
| Filed on: | | 4/10/01 | | 1 | | 31 | | | DEF 14A |
| | 3/23/01 | | 1 | | 22 |
| | 3/15/01 | | 25 | | 36 |
| | 3/13/01 | | 29 |
| | 3/1/01 | | 30 | | | | | 8-K |
| | 2/28/01 | | 32 |
| For Period End: | | 1/31/01 | | 1 | | 36 | | | 11-K |
| | 1/10/01 | | 22 |
| | 1/4/01 | | 30 | | | | | 8-K |
| | 1/1/01 | | 30 |
| | 12/31/00 | | 30 |
| | 12/20/00 | | 30 | | | | | 8-K |
| | 11/1/00 | | 26 | | 36 |
| | 10/10/00 | | 22 |
| | 7/20/00 | | 22 |
| | 6/22/00 | | 26 | | 36 |
| | 5/18/00 | | 22 | | 36 | | | 8-K, DEF 14A, PRE 14A |
| | 4/10/00 | | 22 |
| | 2/14/00 | | 26 |
| | 1/31/00 | | 2 | | 34 | | | 10-K, 11-K, SC 13G/A |
| | 1/10/00 | | 22 |
| | 10/31/99 | | 27 | | | | | 10-Q |
| | 10/29/99 | | 27 |
| | 10/20/99 | | 26 |
| | 10/18/99 | | 27 |
| | 10/12/99 | | 22 |
| | 9/21/99 | | 25 |
| | 7/21/99 | | 22 | | | | | 8-K |
| | 7/15/99 | | 26 |
| | 5/20/99 | | 22 | | 25 | | | 8-K, DEF 14A, PRE 14A |
| | 4/12/99 | | 22 |
| | 3/30/99 | | 29 |
| | 3/20/99 | | 29 |
| | 3/19/99 | | 9 |
| | 3/8/99 | | 25 |
| | 2/8/99 | | 28 |
| | 2/1/99 | | 21 |
| | 1/31/99 | | 2 | | 35 | | | 10-K405, 11-K |
| | 1/21/99 | | 27 | | 28 |
| | 12/30/98 | | 27 | | | | | 8-K |
| | 12/21/98 | | 28 |
| | 11/30/98 | | 25 |
| | 11/23/98 | | 27 | | | | | S-8 |
| | 11/18/98 | | 26 | | | | | 8-K |
| | 11/3/98 | | 26 |
| | 10/18/98 | | 29 |
| | 10/6/98 | | 25 |
| | 10/1/98 | | 28 |
| | 9/24/98 | | 25 |
| | 9/22/98 | | 25 |
| | 8/28/98 | | 25 |
| | 7/16/98 | | 28 |
| | 2/2/98 | | 9 |
| | 12/10/97 | | 25 | | | | | 10-Q |
| | 11/20/97 | | 25 |
| | 10/31/97 | | 25 | | | | | 10-Q |
| | 4/8/97 | | 26 | | 28 | | | 10-K405, DEF 14A |
| | 2/1/97 | | 26 |
| | 1/31/97 | | 26 | | 28 | | | 10-K405, 11-K, NT 11-K |
| | 11/21/96 | | 28 |
| | 6/13/96 | | 26 | | | | | 10-Q |
| | 5/16/96 | | 25 | | | | | 8-K, DEF 14A |
| | 4/30/96 | | 26 | | | | | 10-Q |
| | 4/8/96 | | 26 | | | | | 10-K405, DEF 14A |
| | 4/3/96 | | 26 |
| | 2/23/96 | | 8 | | 26 |
| | 1/31/96 | | 26 | | | | | 10-K405, 11-K |
| | 1/18/96 | | 21 | | | | | 8-K |
| | 12/11/95 | | 26 |
| | 12/1/95 | | 26 |
| | 10/30/95 | | 26 |
| | 8/1/95 | | 26 |
| | 7/1/95 | | 26 |
| | 6/26/95 | | 25 |
| | 4/7/95 | | 29 | | | | | 10-K, DEF 14A |
| | 1/31/95 | | 29 | | | | | 10-K, 11-K |
| | 4/7/94 | | 28 | | | | | 10-K, DEF 14A |
| | 1/31/94 | | 28 | | | | | 10-K, 11-K |
| | 6/12/93 | | 8 | | 25 |
| | 4/12/93 | | 25 | | 28 |
| | 1/31/93 | | 25 | | 28 |
| | 3/19/92 | | 21 |
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Filing Submission 0000950123-01-003287 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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