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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, 2002 COMMISSION FILE NUMBER: 1-9494
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
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:
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. [ ]
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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 22, 2002 the aggregate market value of voting stock held by
non-affiliates was $5,186,490,809. 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: 145,505,077 shares
of Common Stock outstanding as of March 22, 2002.
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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, 2002 (Parts I, II and IV) and Registrant's Proxy
Statement Dated April 10, 2002 (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 segment information for the fiscal years ended January
31, 2002, 2001 and 2000 is incorporated by reference from Registrant's Annual
Report to Stockholders for the Fiscal Year ended January 31, 2002 (Note R.
"Segment Information"). 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 1999", "Fiscal 2000" and "Fiscal 2001"
refer to the fiscal years ended on January 31, 2000, 2001 and 2002,
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 1999, 2000 and 2001, approximately 75%, 78%
and 79%, 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. Fragrance
products are sold under the trademarks TIFFANY and TIFFANY FOR MEN. Tiffany
also sells other
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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.(1) (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 of 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, as well
as a limited amount of business sales and internet sales (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 13%, 12% and 11% of total Company net sales for Fiscal
1999, 2000 and 2001, respectively, were attributable to the New York store's
retail sales. During Fiscal 2001, Tiffany completed its first phase of a four-
year renovation project, which include a 25% increase of its selling space and
the reconfiguration of two floors of office space for customer service and
special exhibitions. Over the next three years, renovations of other existing
selling space will be completed.
-------------------------------------
(1) In fiscal years 1999 and 2000 the Company discontinued its wholesale sales
of jewelry, tabletop product and fragrances to third party retailers in the
United States. 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.
-Page 3-
U.S. Branch Stores
At January 31, 2002 Tiffany had 43 branch stores in the United States.
The following table identifies the location and year of opening of each U.S.
branch store:
U.S. BRANCH STORE OPENINGS
YEAR
STORE LOCATION YEAR OPENED STORE LOCATION OPENED
-------------- ----------- -------------- -----
San Francisco, California 1963 Charlotte, North Carolina 1997
Beverly Hills, California 1964 Chestnut Hill, Massachusetts 1997
Houston, Texas 1964 Cincinnati, Ohio 1997
Chicago, Illinois 1966 Honolulu, Hawaii (Hilton) + 1997
Atlanta, Georgia 1969 Palo Alto, California 1997
Dallas, Texas 1982 Denver, Colorado 1998
Boston, Massachusetts 1984 Honolulu, Hawaii (Surfrider)+ 1998
Costa Mesa, California 1988 Las Vegas, Nevada 1998
Philadelphia, Pennsylvania 1990 Manhasset, New York 1998
Vienna, Virginia 1990 Seattle, Washington 1998
Palm Beach, Florida 1991 Scottsdale, Arizona 1998
Honolulu, Hawaii (Ala Moana) 1992 Century City, California 1999
San Diego, California 1992 Dallas (NorthPark), Texas 1999
Troy, Michigan 1992 Boca Raton, Florida 1999
Bal Harbour, Florida 1993 Tamuning, Guam++ 1999
Maui, Hawaii 1994 Old Orchard, (Skokie) IL 2000
Oak Brook, Illinois 1994 Maui, Hawaii (Wailea) 2000
King of Prussia, Pennsylvania 1995 Greenwich, Connecticut 2000
Short Hills, New Jersey 1995 Portland, Oregon 2000
White Plains, New York 1995 Tampa, Florida 2001
Hackensack, New Jersey 1996 Santa Clara (San Jose), California 2001
Chevy Chase, Maryland 1996
+ Closing Fiscal 2002, to be replaced by new Honolulu location
++ Operated by Mitsukoshi (U.S.A.), Inc. until March 1999
Most of the U.S. branch stores display a representative selection of
merchandise, but none maintains the extensive selection carried by the New York
store. Beginning in 2002, branch stores of approximately 5,000 square feet in
size will feature a new store design and display primarily fine jewelry, with a
select assortment of china and crystal giftware. One or more branch stores will
be opened in resort areas and will be approximately 3,000 square feet in size.
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 2002 in East Hampton, New
York, Orlando, Florida, Bellevue, Washington, St. Louis, Missouri and Honolulu,
Hawaii. 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
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square feet and total approximately 345,000 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
7,000 gross square feet and are designed to devote approximately 60-70% of total
floor space to retail selling.
Direct Marketing
Business Sales Division
Business Sales Division sales executives call on business clients
throughout the United States, selling products drawn from the retail product
line and items specially developed or sourced for the business market, including
trophies and items designed for the particular customer. Price allowances are
given to business customers for volume purchases. Business Sales Division
customers purchase for business gift giving, employee service and achievement
recognition awards, customer incentives and other purposes. Products and
services are marketed through an organization of approximately 160 persons
through advertising in newspapers and business periodicals and through the
publication of special catalogs. Business gift purchases may also be made
through the Company's Web site at www.tiffany.com.
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.
Internet
The Company distributes a selection of approximately 2,400 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. 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.
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The following table sets forth certain data with respect to mail,
telephone and internet order operations for the periods indicated:
Fiscal Year
1999 2000 2001
---- ---- ----
Number of names on catalog mailing and internet lists at 1,103,700 1,254,000 1,497,407
year-end (consists of customers who purchased by mail,
telephone or internet prior to the applicable date)*
Total catalog mailings during fiscal year (in millions): 26.0 24.7 25.9
Total mail, telephone or internet orders received during 364,150 406,680 491,916
fiscal year*:
*Prior years have been restated to include orders received from e-commerce
customers, which commenced in November 1999.
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.
-Page 6-
International Locations
LOCATIONS OPERATED BY REGISTRANT'S SUBSIDIARIES
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JAPAN ASIA-PACIFIC EXCLUDING JAPAN
* Operated by Registrant's Subsidiaries with
Mitsukoshi, Ltd.
--------------------------------------------------------- ----------------------------------
Abeno, Kintetsu Department Store Australia: Melbourne, Collins Street
Chiba, Mitsukoshi Department Store * Australia: Melbourne, Crown Casino
Fukuoka, Mitsukoshi * Australia: Sydney, Chifley Plaza
Fukuoka, Mitsukoshi Department Store * China, Beijing, The Palace Hotel
Ginza, Mitsukoshi Department Store * Hong Kong: Causeway Bay, Lee Gardens
Hiroshima, Mitsukoshi Department Store * Hong Kong: Landmark Center
Ikebukuro, Mitsukoshi Department Store * Hong Kong: Pacific Place
Kagoshima, Mitsukoshi Department Store * Hong Kong: Peninsula Hotel
Kanazawa, Mitsukoshi * Hong Kong: Sogo Department Store
Kashiwa, Takashimaya Department Store Korea: Seoul, Galleria Department Store
Kawasaki , Saikaya Department Store Korea: Seoul, Hyundai Department Store
Kobe, Daimaru Department Store Korea: Seoul, Lotte Downtown Department Store
Kobe, Mitsukoshi Department Store * Korea: Pusan, Paradise Hotel
Kochi, Daimaru Department Store Malaysia: Suria KLCC
Kokura, Izutsuya Department Store Singapore: Ngee Ann City
Koriyama, Usui Department Store Singapore: Raffles Hotel
Kumamoto, Tsuruya Department Store Taiwan: Kaohsiung, Hanshin Department Store
Kurashiki, Mitsukoshi Department Store * Taiwan: Tainan, Mitsukoshi Department Store
Kyoto, Daimaru Department Store Taiwan: Taipei, Regent Hotel
Kyoto, Takashimaya Department Store Taiwan: Taipei, Sogo Department Store
Matsuyama, Mitsukoshi Department Store*
Nagano, Mitsukoshi * --------------------------------------------
Nagoya Hoshigaoka, Mitsukoshi Dept. Store * EUROPE
Nagoya Sakae, Mitsukoshi Department Store* --------------------------------------------
Nagoya, Hilton Hotel *
Nagoya, Takashimaya Department Store+ England: London, Old Bond Street
Nihonbashi, Mitsukoshi Department Store * England: London, The Royal Exchange
Niigata, Mitsukoshi Department Store * England: London, Harrod's Department Store
Oita, Tokiwa Department Store France: Paris
Okayama, Tenmaya Department Store Germany: Frankfurt
Okinawa, Mitsukoshi Department Store * Germany: Munich
Osaka, Mitsukoshi Department Store * Italy: Florence
Osaka, Takashimaya Department Store Italy: Milan
Sagamihara, Isetan Department Store Italy: Rome
Sapporo, Mitsukoshi Department Store * Switzerland: Zurich
Sendai, Mitsukoshi Department Store *
Shinjuku, Isetan Department Store+ ---------------------------------------------
Shinjuku, Mitsukoshi Department Store *
Shinsaibashi, Daimaru Department Store
Shizuoka, Matsuzakaya Department Store CANADA AND CENTRAL/SOUTH AMERICA
Tachikawa, Isetan Department Store
Takamatsu, Mitsukoshi Department Store * ---------------------------------------------
Tokyo Bay, Ikspiari *
Tokyo, Ginza Flagship Store * Canada: Toronto
Tottori , Daimaru Department Store Mexico: Mexico City, Palacio Store, Polanco
Umeda, Daimaru Department Store Mexico: Mexico City, Palacio Store, Perisur
Utsunomiya, Tobu Department Store Mexico: Mexico City, Masaryk
Yokohama, Landmark Plaza, Mitsukoshi * Brazil: Sao Paulo
Yokohama, Mitsukoshi Department Store *
+Location opened March 2002
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Business with Mitsukoshi
On August 1, 2001, Registrant's wholly-owned subsidiary, Tiffany & Co.
Japan Inc. ("Tiffany-Japan") entered into agreements with Mitsukoshi Ltd. of
Japan ("Mitsukoshi"). These agreements continue long-standing commercial
relationships that Registrant and its affiliated companies have had with
Mitsukoshi.
(Historical Background)
On June 12, 1993, Registrant, through its affiliated companies, entered
into a distribution agreement (the "93 Agreement") with Mitsukoshi. The 93
Agreement significantly changed the way Registrant and Mitsukoshi had done
business in Japan, which, from 1972 until that time, had consisted of sales to
Mitsukoshi for resale. As a consequence of the 93 Agreement, Tiffany-Japan
commenced retail sales operations in Japan.
In the fiscal years ended January 31, 2000, 2001 and 2002,
respectively, total Japan sales represented 27%, 28% and 28% of Registrant's net
sales. Sales made in TIFFANY & CO. boutiques located in Mitsukoshi's stores
constituted 16%, 16% and 15% of Registrant's net sales in those years.
(The 93 Agreement and the 2001 Agreement)
On August 1, 2001, Tiffany-Japan and Mitsukoshi entered into an
agreement (the "2001 Agreement"). The 2001 Agreement replaced the 93 Agreement,
which remained in effect until November 1, 2001. The 2001 Agreement will expire
on January 31, 2007.
Under the 93 and 2001 Agreements Tiffany-Japan had and has
merchandising and marketing responsibilities in the operation of TIFFANY & CO.
boutiques in Mitsukoshi's stores and other locations throughout Japan.
Mitsukoshi acts for Tiffany-Japan in the sale of merchandise owned by
Tiffany-Japan 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 displays
within the boutiques, manages inventory and controls and funds all advertising
and publicity programs with respect to TIFFANY & CO. merchandise. Mitsukoshi
provides and maintains boutique facilities and assumes retail credit and certain
other risks. Risk of inventory loss varies depending on whether the boutique is
a "Standard Boutique" or a "Concession Boutique." Mitsukoshi bears
responsibility for loss or damage to the merchandise in Standard Boutiques and
Tiffany-Japan bears the risk in Concession Boutiques.
Mitsukoshi provides retail staff in Standard Boutiques and
Tiffany-Japan provides retail staff in Concession Boutiques. At present, there
are 19 Standard Boutiques and eight Concession Boutiques. Under the 2001
Agreement two existing boutiques will be closed and 10 will be converted from
Standard to Concession Boutiques over the term of the Agreement.
Under the 93 Agreement, Mitsukoshi retained a portion (the "basic
portion") of the net retail sales made in TIFFANY & CO Boutiques. The basic
portion varied depending on the type
-Page 8-
of Boutique and the retail price of the merchandise involved. Generally,
however, Mitsukoshi's basic portion was 27% in Standard Boutiques and 20% in
Concession Boutiques. These basic portions will remain in effect under the 2001
Agreement through January 31, 2003.
From February 1, 2003 through the expiration of the 2001 Agreement,
Mitsukoshi's basic portion will be reduced by four percent in each category and
increased by a factor that varies between zero and three percent depending upon
the historic sales performance of the individual boutique in question. Thus, the
highest basic portion available to Mitsukoshi in any Boutique during this time
period will be 26% and Registrant expects that Mitsukoshi's average portion,
across all Boutiques, will not be less than 24%.
Under the 93 Agreement, Tiffany-Japan also paid Mitsukoshi an incentive
fee of five percent of the amount by which boutique sales increased
year-to-year, calculated on a per-boutique basis. Under the 2001 Agreement, the
five-percent incentive fee will be calculated only upon the increase above
"Target Sales." Target Sales means a year-to-year increase that is greater than
the lesser of (i) 10% or (ii) a sales goal set by Tiffany-Japan.
Under the 93 Agreement, Mitsukoshi had the following exclusive rights
in Tokyo: TIFFANY & CO. boutiques could be established only in Mitsukoshi's
stores and TIFFANY & CO. brand jewelry could be sold only in such boutiques, or
in the "Flagship Store" (see below). Outside Tokyo, Registrant was not
restricted in its right to establish TIFFANY & CO. boutiques or sell TIFFANY &
CO. merchandise.
Under the 2001 Agreement, Registrant is free to establish TIFFANY & CO.
boutiques and sell TIFFANY & CO. merchandise throughout Japan, including in
Tokyo.
(The FSS Agreement and the 2001 FSS Agreement)
Mitsukoshi, Tiffany-Japan and Tiffany 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"). Tiffany-Japan completed, at its
cost, all necessary improvements to prepare the Premises and delivered the
Premises to Mitsukoshi in May 1996. In June 1999, by Supplemental Agreement to
the FSS Agreement, the parties expanded the Premises to approximately 12,000
square feet. The Premises are leased by a third party landlord to Tiffany-Japan
for a fixed annual rental.
On August 1, 2001, Mitsukoshi and Tiffany-Japan entered into the "2001
FSS Agreement" which replaced the FSS Agreement.
Under both the FSS Agreement and the 2001 FSS Agreement, the Premises
are subleased by Tiffany-Japan to Mitsukoshi on a percentage-of-sales basis (the
"Sublease"). Tiffany-Japan bears all costs of operating the Premises.
Tiffany-Japan selects and furnishes merchandise for display in the Flagship
Store, prices the merchandise for retail sale, bears all risk of loss until the
merchandise is sold to a customer and determines all issues of display,
packaging, signage and advertising. Mitsukoshi acts for Tiffany-Japan in the
sale of the merchandise, collects and holds the sales proceeds, makes credit
available to customers, bears all credit losses and provides its point-of-sale
transaction processing system (the "POS System"). Tiffany-Japan provides all
necessary staff other than employees provided by Mitsukoshi in connection with
the POS
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System. Management of the Flagship Store, other than with respect to the POS
System, is the responsibility of Tiffany-Japan.
After compensating Tiffany-Japan on a percentage-of-sales basis for
Sublease rent and staffing, Mitsukoshi is allocated a percentage of net sales.
Under the FSS Agreement, Mitsukoshi's percentage allocation was 8.3%. Under the
2001 FSS Agreement, Mitsukoshi's percentage allocation is 3%
The 2001 FSS Agreement is scheduled to expire on September 30, 2002,
but will be extended until September 30, 2005, and then again to January 31,
2007, subject to renewal of the lease for the Premises by Tiffany-Japan and the
landlord for the Premises.
(Other Transactions)
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 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.(2)
-----------------------------
(2) In fiscal years 2000 and 2001 the Company discontinued wholesale sales of
jewelry and fragrance in Europe. 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.
-Page 10-
INTERNATIONAL WHOLESALE DISTRIBUTION
------------------------------------
ASIA-PACIFIC, MIDDLE EAST AND RUSSIA CARIBBEAN
------------------------------------ ---------
Australia (2) Morocco Aruba (3) Jamaica (5)
Bahrain New Zealand Bahamas (3) Puerto Rico (3)
Egypt Oman (2) Barbados St. Maarten (2)
Guam Philippines (2) Bermuda St. Thomas (2)
Hong Kong Qatar (4) Dominican Republic (2) Turks and Caicos (2)
India Russia (7) Grand Cayman (2)
Indonesia Saipan
Japan (7) Saudi Arabia (5)
Korea Singapore
Kuwait (2) Syria
Lebanon (3) United Arab Emirates (4)
CANADA CENTRAL/LATIN AND SOUTH AMERICA
------ -------------------------------
Calgary Ottawa Argentina (4) Panama
Montreal Vancouver Brazil Paraguay (4)
Colombia Venezuela (2)
Costa Rica
Guatemala
Honduras (2)
Mexico (6)
Management anticipates continued expansion of international wholesale
distribution in Central/Latin/South American, Caribbean and Asia-Pacific regions
as markets are developed.
Expansion of Worldwide Retail Operations
Registrant expects to continue to open stores in locations outside the
United States. However, the timing and success of this program will depend upon
many factors, including Registrant's ability to obtain suitable retail space on
satisfactory economic terms and the extent of consumer demand for TIFFANY & CO.
products in overseas markets. Such demand varies from market to market.
The Company's commercial relationship with Mitsukoshi and Mitsukoshi's
ability to continue as a leading department store operator have been and will
continue to be substantial factors in the Company's continued success in Japan.
Presently, TIFFANY & CO. boutiques are located in 27 Mitsukoshi department
stores and other retail locations operated with Mitsukoshi in Japan. The
Company also operates 22 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.
-Page 11-
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
224,000 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:
Worldwide Retail Locations Operated by Registrant's Subsidiary Companies
------------------------------------------------------------------------
Americas and Europe Asia-Pacific
------------------- ------------
End of Canada,
Fiscal: U.S. Central/Latin/South Europe Japan Elsewhere Total
Americas
---------------- --------------- ----------------- ---------------- --------------------- ---------------------- --------
1987 8 0 2 0 0 10
1988 9 0 3 0 1 13
1989 9 0 5 0 2 16
1990 12 0 5 0 3 20
1991 13 1 7 0 4 25
1992 16 1 7 7 4 35
1993 16 1 6 37** 5 65
1994 18 1 6 37 7 69
1995 21 1 6 38 9 75
1996 23 1 6 39 12 81
1997 28 2 7 42 17 96
1998 34 2 7 44 17 104
1999 38 3 8 44 17 110
2000 42 4 8 44 21 119
2001 44 5 10 47 20 126
**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.
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Advertising and Promotion
Tiffany regularly advertises its business, primarily in newspapers and
magazines. In Fiscal 1999, 2000 and 2001, Tiffany spent approximately $57.3
million, $65.4 million, and $68.1 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 of the arts and environmental conservation. The Company also
engages in a program of retail promotions and media activities to maintain
consumer awareness of the Company and its products. Each year, Tiffany publishes
its well-known Blue Book which showcases fine jewelry and other merchandise.
Tiffany's window displays are another important aspect of Tiffany's promotional
efforts. John Loring, Tiffany's Design Director, is the author of numerous books
featuring TIFFANY & CO. products. Registrant considers these and other
promotional efforts important in maintaining Tiffany's image 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(R)
and the color TIFFANY BLUE(R) for a variety of product categories in the United
States and in other countries. Over the years, Tiffany has maintained a program
to protect its trademarks and has instituted legal action where necessary to
prevent others either from registering or using marks which are considered to
create a likelihood of confusion with the Company or its products. Tiffany has
been generally successful in such actions and management considers that its
United States trademark rights in TIFFANY and TIFFANY & CO. are strong. However,
use of the designation TIFFANY by third parties (often small companies) on
unrelated goods or services, frequently transient in nature, may not come to the
attention of Tiffany or may not rise to a level of concern warranting legal
action. Despite the general fame of the TIFFANY and TIFFANY & CO. name and mark
for the Company's products and services, Tiffany is not the sole person entitled
to use the name TIFFANY in every category in every country of the world; third
parties have registered the name TIFFANY in the United States in the food
services category, and in a number of foreign countries in respect of certain
product categories (including, in a few countries, the categories of fragrance,
cosmetics, jewelry, eyeglass frames, clothing and tobacco products) under
circumstances where Tiffany's rights were not sufficiently clear under local
law, and/or where management concluded that Tiffany's foreseeable business
interests did not warrant the expense of litigation.
-Page 13-
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. 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 1999, 2000 and 2001. Merchandise designed by Ms. Picasso accounted for
3% of the Company's net sales in Fiscal 1999, 2000 and 2001.
Registrant's operating results could be adversely affected were it to
cease to be a licensee of either of these designers or should its degree of
exclusivity in respect of their designs be diminished.
Merchandise Purchasing, Manufacturing and Raw Materials
Merchandise offered for sale by the Company is supplied from Tiffany's
jewelry and silver goods manufacturing facility in Cumberland, Rhode Island and
Tiffany's workshops in New York City and Pelham, New York; Parsippany, New
Jersey; Salem, West Virginia; and Paris, France and through purchases and
consignments from others. The following table shows Tiffany's sources of
merchandise, based on cost, for the periods indicated:
Fiscal Years
1999 2000 2001
---- ---- ----
Produced by Tiffany 37% 46% 44%
Purchased from others 63 54 56
--- --- ---
Total 100% 100% 100%
=== === ===
The preceding figures include the cost of precious gems incorporated in
such merchandise. Approximately 39% of the merchandise purchased from others in
Fiscal 2001 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.
-Page 14-
Products containing one or more diamonds of varying sizes, including
diamonds used as accents, side-stones and center-stones, accounted for
approximately 38%, 40% and 38% of Tiffany's net sales in Fiscal 1999, 2000 and
2001, 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 four 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 2001 the Company entered into a joint arrangement and distribution
contract with Aber Diamond Corporation ("Aber"), a publicly-traded company
headquartered in Canada. In 1999, the Company made a 14.7% equity investment
($71 million) in Aber by purchasing 8 million unregistered shares of its common
stock. It is expected that Tiffany's alliance with Aber, a 40% participant 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 the first half of 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 65% 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 50% 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, in the future, sell cut and
polished diamonds marked with the DTC's proprietary trademark. Such a 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 is likely to become a competitor of Tiffany.
-Page 15-
Increasing attention has been focused within the last few years on the
issue of "conflict" diamonds. Conflict diamonds are extracted from war-torn
regions and sold by rebel forces to fund insurrection. Allegations have been
made in the press that diamonds are used as a source to further terrorist
activities. Concerned participants in the diamond trade, including Tiffany and
non-government organizations, seek to exclude such diamonds, which represent a
small fraction of the world's supply, from legitimate trade through an
international system of certification and legislative initiatives. It is
expected that such efforts, if successful, will not 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 100 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 2001 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
-Page 16-
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
continuing 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, 2002, the Registrant's subsidiary corporations
employed an aggregate of approximately 5,938 full-time and part-time persons. Of
those employees, 4,798 are employed in the United States. Of Tiffany's total
employees, approximately 2,378 persons are salaried employees, 617 are engaged
in manufacturing and 2,985 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 repurchased 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 40,000
gross square feet of this 124,000 square foot building are devoted to retail
sales, with the balance devoted to administrative offices, certain product
services, jewelry manufacturing and storage. During Fiscal 2001, Tiffany
completed its first phase of a four-year renovation project, which include a 25%
increase of its selling space and the reconfiguration of two floors of office
space for customer service and special exhibitions. Over the next three years,
renovations of other existing selling space will be completed.
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
-Page 17-
"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. To meet increased demand, the
computer and office center areas were expanded during Fiscal 2001. In January
2001, Tiffany exercised its right under the lease to purchase the CSC for a
scheduled purchase price. This capital lease buyout was completed on January 31,
2002. Registrant believes that the CSC has been properly designed to handle
worldwide distribution functions and that it is suitable for that purpose. The
CSC currently comprises approximately 370,000 square feet, of which
approximately 186,000 square feet are devoted to office and computer operations
use, with the balance devoted to warehousing, shipping, receiving, light
manufacturing, merchandise processing and other distribution functions.
In anticipation of growth in sales volume and company-operated stores,
in Fiscal 2001 Tiffany entered into a ground lease 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. Construction of the facility has
commenced and occupancy is 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. When the new facility
becomes operational, the CSC will be devoted to store replenishment and
wholesale support activities.
Manufacturing Facility - Cumberland, Rhode Island
In January 2000 Tiffany entered into a purchase agreement for the
purchase of undeveloped property in Cumberland, Providence County, Rhode Island
in order to construct and occupy a 100,000 square foot jewelry and silver goods
manufacturing facility.(3) In May 2001, construction of the facility was
completed and Tiffany commenced operations.
--------
(3) 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.
-Page 18-
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):
U.S. BRANCH STORE LEASES
------------------------
CITY STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
---- ----------- -------- --------------- ---------------
Atlanta GA Phipps Plaza Shopping Center July 31, 2010
Bal Harbour FL Bal Harbour Shops May 31, 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, 2006
King of Prussia PA King of Prussia Plaza November 30, 2005 One five-year term
Las Vegas NV Bellagio March 1, 2008 One ten-year term
Manhasset NY Americana Shopping Center June 9, 2008
Maui HI Whalers Village July 31, 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 Center December 31, 2007 One five-year term
San Francisco CA Union Square November 1, 2010 One ten-year term
Santa Clara (San Jose) CA Westfield Shoppingtown Valley Fair January 31, 2012
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
Tampa FL International Plaza January 31, 2012 One five-year term
Tamuning Guam Tumon Sands Plaza September 30, 2003
Troy MI The Somerset Collection September 30, 2007
Vienna VA Fairfax Square March 31, 2010 One five-year term
White Plains NY The Westchester March 31, 2005 One five-year term
-Page 19-
INTERNATIONAL BRANCH STORE LEASES
---------------------------------
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
Australia Melbourne 267 Collins Street October 31, 2005 Three five-year terms
Brazil Sao Paulo Shopping Center Iguatemi January 1, 2006 Two five-year terms
Canada Toronto 85 Bloor Street West August 31, 2006 One seven-year term
England London 25 Old Bond Street March 24, 2016
England London The Royal Exchange August 31, 2016 Three five-year terms
France Paris 6 Rue de la Paix April 1, 2011
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
Hong Kong The Landmark May 31, 2005
Hong Kong Kowloon The Peninsula February 29, 2004
Hong Kong Pacific Place October 31, 2003
Italy Florence Via Tornabuoni December 31, 2007
Italy Milan Via della Spiga October 31, 2005
Italy Rome Via Del Babuino December 31, 2007 One six-year term+
Japan Tokyo Ginza October 24, 2005 One three-year term
Korea Pusan Paradise Hotel September 20, 2003 One two-year option
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, 2005 One one-year term
Switzerland Zurich Bahnhofstrasse 14 September 30, 2005
Taiwan Taipei Regent Hotel April 30, 2006
+ 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 19, Tiffany has
entered into the following new leases for domestic stores expected to open in
2002: a 15-year lease for a 5,500 square foot store at Bellevue Square in
Bellevue, Washington, a 10-year lease for a 4,800 square foot store at Plaza
Frontenac in St. Louis, Missouri, a 10-year lease for a 5,700 square foot store
in The Mall at Millenia in Orlando, Florida, a 10-year lease for a 3,300 square
foot store at 53 Main Street in East Hampton, New York and a 15-year lease for a
10,100 square foot store on Kalakaua Avenue, Waikiki, Honolulu, Hawaii.
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
-Page 20-
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, 2002.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Registrant are:
NAME AGE POSITION YEAR JOINED TIFFANY
---- --- -------- -------------------
William R. Chaney 69 Chairman of the Board of Directors 1980
Michael J. Kowalski 50 President and Chief Executive Officer 1983
James E. Quinn 50 Vice Chairman 1986
Beth O. Canavan 47 Executive Vice President 1987
James N. Fernandez 46 Executive Vice President and 1983
Chief Financial Officer
Victoria Berger-Gross 46 Senior Vice President -- Human Resources 2001
Patrick B. Dorsey 51 Senior Vice President -- General Counsel 1985
and Secretary
Linda A. Hanson 41 Senior Vice President -- Merchandising 1990
Fernanda M. Kellogg 55 Senior Vice President -- Public Relations 1984
Caroline D. Naggiar 44 Senior Vice President -- Marketing 1997
John S. Petterson 43 Senior Vice President -- Operations 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, the Atlantic Mutual
Companies and Provident Holdings, Inc. Bank of New York is Tiffany's principal
banking relationship
- Page 21 -
serving as Administrative Agent and a lender under the Registrant's revolving
credit facility and as trustee of the Tiffany and Company Pension Plan.
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. At the request of the Registrant, Mr. Quinn also serves on the board
of directors of Little Switzerland, Inc., a specialty retailer of brand name
watches, jewelry and giftware in which the Registrant holds a 45% equity
interest.
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. In May 2001,
Ms. Canavan also assumed responsibility for direct sales and business sales
activities in the U.S. and Canada.
James N. Fernandez. Mr. Fernandez joined Tiffany in October 1983 and has held
various positions in financial planning and management prior to his appointment
as Senior Vice President-Chief Financial Officer in April 1989. In January 1998,
he was promoted to Executive Vice President-Chief Financial Officer, 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. At the
request of the Registrant, Mr. Fernandez serves on the board of directors of
Aber Diamond Corporation, a publicly-traded company in which the Registrant
holds a 14.7% equity interest. Aber is a 40% participant of the Diavik Diamonds
Project in Northwest Canada.
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. At the request of the Registrant, Mr. Dorsey serves on the board of
directors of Little Switzerland, Inc.,
- Page 22 -
a specialty retailer of brand name watches, jewelry and giftware in which the
Registrant holds a 45% equity interest.
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. In May 2001, Mr. Petterson assumed the new
role of Senior Vice President - Operations, with responsibility for worldwide
distribution, customer service and security activities.
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. In
consolidated trading, the high and low selling prices per share for shares of
such Common Stock for Fiscal 2000 were:
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
In consolidated trading, the high and low selling prices per share for
shares of such Common Stock for Fiscal 2001 were:
Fiscal 2001 High Low
----------- ------ ------
First Fiscal Quarter $37.16 $25.12
Second Fiscal Quarter $38.25 $31.55
Third Fiscal Quarter $36.60 $19.90
Fourth Fiscal Quarter $36.59 $22.86
- Page 23 -
On March 22, 2002, the high and low selling prices quoted on such
exchange were $36.40 and $35.75, respectively. On March 22, 2002 there were
3,416 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 2000, a dividend of $0.03 per share of Common Stock was
paid on April 10, 2000. The preceding dividend per share has been adjusted for a
two-for-one 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 Fiscal 2001, dividends of $0.04 per share of
Common Stock were paid on April 10, 2001, July 10, 2001, October 10, 2001 and
January 10, 2002.
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, 1,735,408 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, 2002, page 16.
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, 2002, pages 17-26.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal Year ended January 31, 2002, pages 27-48.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE.
- Page 24 -
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2002, pages 7-11 and 26-29.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2002, pages 12-24.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2002, pages 4-7.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from Registrant's Proxy Statement dated April 10,
2002, pages 17 and 26-29.
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 2001 Annual Report to Stockholders
of Tiffany & Co. and Subsidiaries:
Report of Independent Accountants
(following this Form 10-K)
Consolidated Balance Sheets
as of January 31, 2002 and 2001
Consolidated Statements of Earnings
for the years ended January 31, 2002, 2001, and 2000
Consolidated Statements of Stockholders' Equity and Comprehensive Earnings for
the years ended January 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows
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for the years ended January 31, 2002, 2001 and 2000
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.
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3. Exhibits:
The following exhibits have been filed with the Securities and
Exchange Commission but are not attached to copies of this Form 10-K other than
complete copies filed with said Commission and the New York Stock Exchange:
Exhibit Description
------- -----------
3.1 Restated Certificate of Incorporation of Registrant. Incorporated
by reference from Exhibit 3.1 to Registrant's Report on Form 8-K
dated May 16, 1996.
3.1a Amendment to Certificate of Incorporation of Registrant.
Incorporated by reference from Exhibit 3.1 to Registrant's Report
on Form 8-K dated May 20, 1999.
3.1b Amendment to Certificate of Incorporation of Registrant dated May
18, 2000. Incorporated by reference from Exhibit 3.1b to
Registrant's Report on Form 10-K for the Fiscal Year ended January
31, 2001.
3.2 By-Laws of Registrant (as last amended July 19, 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.
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.
10.122 Agreement dated as of April 3, 1996 among American Family Life
Assurance Company of Columbus, Japan Branch, Tiffany & Co. Japan,
Inc., Japan Branch, and Registrant, as Guarantor, for yen
5,000,000,000 Loan Due 2011. Incorporated by reference from
Exhibit 10.122 filed with Registrant's Report on Form 10-Q for the
Fiscal quarter ended April 30, 1996.
10.122a Amendment No. 1 to the Agreement referred to in Exhibit 10.122
above, dated November 18, 1998. Incorporated by reference from
Exhibit 10.122a filed with Registrant's Report on Form 10-K for
the Fiscal Year ended January 31, 1999.
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10.123 Agreement made effective as of February 1, 1997 by and between
Tiffany and Elsa Peretti. Incorporated by reference from Exhibit
10.123 to Registrant's Report on Form 10-K for the Fiscal Year
ended January 31, 1997.
10.126 Form of Note Purchase Agreement between Registrant and various
institutional note purchasers with Schedules B, 5.14 and 5.15 and
Exhibits 1A, 1B, and 4.7 thereto, dated as of December 30, 1998 in
respect of Registrant's $60 million principal amount 6.90% Series
A Senior Notes due December 30, 2008 and $40 million principal
amount 7.05% Series B Senior Notes due December 30, 2010.
Incorporated by reference from Exhibit 10.126 filed with
Registrant's Report on Form 10-K for the Fiscal Year ended January
31, 1999.
10.128 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.
10.129 Agreement made the 1st day of August 2001 by and between Tiffany &
Co. Japan Inc. and Mitsukoshi Limited. Incorporated by reference
from Exhibit 10.128 filed with Registrant's Report on Form 8-K
dated August 1, 2001.
10.130 Credit Agreement dated as of November 5, 2001, by and among
Registrant, Tiffany and Company, Tiffany & Co. International, each
other Subsidiary of Registrant that is a Borrower and is a
signatory thereto and The Bank of New York, as the Swing Line
Lender, as the Issuing Bank, as a Lender, and as Administrative
Agent, ABN AMRO Bank N.V., The Chase Manhattan Bank, The Dai-ichi
Kangyo Bank Ltd., Firstar Bank, NA, and Fleet National Bank, Fleet
Precious Metals Inc. (collectively, as a Lender). Incorporated by
reference from Exhibit 10.130 filed with Registrant's Report on
Form 10-Q for the Fiscal quarter ended October 31, 2001.
10.131 Guaranty Agreement dated as of November 5, 2001, with respect to
the Credit Agreement (see Exhibit 10.129 above) by and among
Registrant, Tiffany and Company, Tiffany & Co. International, and
Tiffany & Co. Japan Inc. and The Bank of New York, as
Administrative Agent. Incorporated by reference from Exhibit
10.131 filed with Registrant's Report on Form 10-Q for the Fiscal
quarter ended October 31, 2001.
13.1 Annual Report to Stockholders for Fiscal Year Ended January 31,
2002 (pages 16-48 of such Annual Report have been filed in
electronic format).
21.1 Subsidiaries of Registrant.
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23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
Executive Compensation Plans and Arrangements
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.
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.
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
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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.
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.
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.
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.
Incorporated by reference from Exhibit 10.127a to Registrant's
Report on Form 10-K for the Fiscal Year ended January 31, 2001.
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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.
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(b) Reports on Form 8-K.
On November 14, 2001, Registrant filed a Report on Form 8-K
reporting sales and earnings for the three-month period ended October 31, 2001.
On January 8, 2002, 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, 2001.
On February 28, 2002, 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, 2002.
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, 2002 By: /s/ Michael J. Kowalski
-------------------------------------
Michael J. Kowalski
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
By: /s/ 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/ Abby F. Kohnstamm
------------------------------ ---------------------------------------
Charles K. Marquis Abby F. Kohnstamm
Director Director
April 10, 2002
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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 27, 2002 appearing in the fiscal 2001 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 27, 2002
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TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Column A Column B Column C Column D Column E
--------- -------- -------- -------- --------
Additions
----------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
----------- --------- --------- -------------- ---------- ---------
Year Ended
January 31, 2002:
Reserves deducted from
assets:
Accounts receivable allowances:
Doubtful accounts $ 3,890,470 $ 1,694,924 -- $ 2,789,994(a) $ 2,795,400
Sales returns 4,082,816 -- -- -- 4,082,816
Allowance for inventory
liquidation and
obsolescence 18,394,815 10,084,907 -- 9,646,558(b) 18,833,164
Allowance for inventory
shrinkage 3,013,949 3,797,454 -- 3,292,558(c) 3,518,845
LIFO reserve 15,942,286 3,028,295 -- -- 18,970,581
-------------------
(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
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
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, 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.
EXHIBIT INDEX
SEE PAGES 27 THROUGH 30 FOR A COMPLETE LIST OF EXHIBITS FILED, INCLUDING
EXHIBITS INCORPORATED BY REFERENCE FROM PREVIOUSLY FILED DOCUMENTS.
EXHIBIT DESCRIPTION
------- -----------
3.2 By-Laws of Registrant (as last amended July 19, 2001).
13.1 Annual Report to Stockholders for Fiscal Year Ended January 31,
2002 (pages 16-48 of such Annual Report have been filed in
electronic format).
21.1 Subsidiaries of Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
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