SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended January 31, 2005.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to __________
Commission file number 1-9494
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Tiffany & Co.
727 Fifth Avenue
New York, NY 10022
(212) 755-8000
TIFFANY & CO.
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EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
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CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2
REPORT OF INDEPENDENT AUDITORS 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
at January 31, 2005 4
Statement of Net Assets Available for Benefits
at January 31, 2004 5
Statement of Changes in Net Assets Available
for Benefits for the year ended
January 31, 2005 6
Notes to Financial Statements 7-12
SUPPLEMENTAL SCHEDULE: *
Schedule H, Line 4i - Schedule of Assets
(Held At End of Year) 13
* Other schedules required by Section 2520.103-10 of the Department of Labor
rules and regulations for reporting and disclosures under the Employee
Retirement Income Security Act of 1974 are omitted because they are not
applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan (the
"Plan") at January 31, 2005 and January 31, 2004, and the changes in net assets
available for benefits for the year ended January 31, 2005 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 25, 2005
2
Report of Independent Auditors
To the Participants and Administrator of the Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan (the
"Plan") at January 31, 2005 and January 31, 2004, and the changes in net assets
available for benefits for the year ended January 31, 2005 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 25, 2005
3
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits
January 31, 2005
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Participant Non-Participant
Directed Directed
---------------------------------------------
Employee
Stock
Various Ownership
Funds Account Total
--------------------- --------------------- ---------------------
Assets:
Investments, at fair value:
Scudder Trust Company:
Common and collective trust funds $ 40,547,388 $ 53,802 $ 40,601,190
Mutual Funds 63,003,804 - 63,003,804
Tiffany & Co. Common Stock 29,248,768 29,484,756 58,733,524
Participant loans, at contract value 4,484,197 - 4,484,197
Cash and cash equivalents 106,926 30,576 137,502
--------------------- --------------------- ---------------------
Total investments 137,391,083 29,569,134 166,960,217
--------------------- --------------------- ---------------------
Receivables:
Employer's contribution 5,354,371 4,400,000 9,754,371
Employees' contribution 132,337 - 132,337
--------------------- --------------------- ---------------------
Total receivables 5,486,708 4,400,000 9,886,708
--------------------- --------------------- ---------------------
Net assets available for benefits $ 142,877,791 $ 33,969,134 $ 176,846,925
===================== ===================== =====================
The accompanying notes are an integral part of these financial statements.
4
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits
January 31, 2004
--------------------------------------------------------------------
Participant Non-Participant
Directed Directed
---------------------------------------------
Employee
Stock
Various Ownership
Funds Account Total
--------------------- --------------------- ---------------------
Assets:
Investments, at fair value:
Scudder Trust Company:
Common and collective trust funds $ 34,266,287 $ 28 $ 34,266,315
Mutual Funds 51,095,759 - 51,095,759
Tiffany & Co. Common Stock 34,121,103 36,659,441 70,780,544
Participant loans, at contract value 3,747,772 - 3,747,772
Cash and cash equivalents 163,369 8,160 171,529
--------------------- --------------------- ---------------------
Total investments 123,394,290 36,667,629 160,061,919
--------------------- --------------------- ---------------------
Receivables:
Employer's contribution 4,676,675 2,625,000 7,301,675
Employees' contribution 122,032 - 122,032
--------------------- --------------------- ---------------------
Total receivables 4,798,707 2,625,000 7,423,707
--------------------- --------------------- ---------------------
Net assets available for benefits $ 128,192,997 $ 39,292,629 $ 167,485,626
===================== ===================== =====================
The accompanying notes are an integral part of these financial statements.
5
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
for the year ended January 31, 2005
Participant Non-Participant
Directed Directed
-------------------- ----------------
Employee
Stock
Various Ownership
Funds Account Total
------------------ ------------------ ------------------
Additions:
Additions to net assets attributed to:
Interest and dividends $ 2,067,046 $ 223,270 $ 2,290,316
------------------ ------------------ ------------------
Total investment income 2,067,046 223,270 2,290,316
Contributions and rollovers:
Participant 17,130,016 - 17,130,016
Employer 5,357,077 4,480,445 9,837,522
------------------ ------------------ ------------------
Total contributions 22,487,093 4,480,445 26,967,538
------------------ ------------------ ------------------
Total additions 24,554,139 4,703,715 29,257,854
Deductions:
Deductions from net assets attributed to:
Net depreciation in fair value of investments 3,533,555 7,982,346 11,515,901
Withdrawals and distributions 6,308,028 2,044,745 8,352,773
Investment related expenses 27,762 119 27,881
------------------- -------------- -------------
Total deductions 9,869,345 10,027,210 19,896,555
------------------- -------------- -------------
Increase/(Decrease) in net assets available for benefits 14,684,794 (5,323,495) 9,361,299
Net assets available for benefits:
Beginning of year 128,192,997 39,292,629 167,485,626
------------------ ------------------ ------------------
End of year $ 142,877,791 $ 33,969,134 $ 176,846,925
================== ================== ==================
The accompanying notes are an integral part of these financial statements.
6
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
-----------------
1. Description of Plan
-------------------
The following description of the Tiffany & Co. Employee Profit Sharing
and Retirement Savings Plan (the "Plan") is provided for general
informational purposes only. Participants should refer to the Plan
document for complete information.
General:
The Plan is a defined contribution plan covering all eligible
employees of Tiffany & Co. (the "Company"). The Plan was originally
established on February 1, 1988 as the Tiffany & Co. Employee Stock
Ownership Plan (the "ESOP"). On May 19, 1994, the Plan was amended to
include a cash or deferred savings arrangement under Section 401(k) of
the Internal Revenue Code of 1986, as amended (the "Code"), and was
renamed the "Tiffany & Co. Employee Profit Sharing and Retirement
Savings Plan," effective August 1, 1994. On October 8, 1996, the Plan
was again amended, effective February 1, 1996, to add an employer
matching contribution feature to the 401(k) component of the Plan.
The assets of the Plan are maintained and transactions therein are
executed by Scudder Trust Company, the trustee of the Plan
("Trustee"), an affiliate of Zurich Scudder Investments, Inc. The Plan
record keeper is ADP Retirement Services who is also an affiliate of
Scudder Trust Company. The Plan is administered by the Employee Profit
Sharing and Retirement Savings Plan Committee ("Plan Committee")
appointed by the Board of Directors of the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
Eligibility:
Employees automatically become participants in the ESOP feature of the
Plan on the February 1st immediately following their initial date of
employment. Employees become eligible and may elect to participate in
the 401(k) feature immediately following their initial date of
employment provided the employee is scheduled to work thirty-five or
more hours per week or an employee who completes one year of service.
A year of service is determined by reference to the date on which the
participant's employment commenced or recommenced and consists of 12
consecutive-month periods, commencing with such date, during which the
employee has attained at least 1,000 hours of service. Persons who are
designated executive officers of the Company are not eligible to
participate in the ESOP feature of the Plan.
7
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Contributions:
The ESOP feature of the Plan is non-contributory on the part of
participating employees and is funded by Company contributions to be
invested exclusively in shares of Tiffany & Co. Common Stock. Company
contributions to the ESOP, if any, are based upon the achievement of
certain targeted earnings objectives established by the Board of
Directors in accordance with, and subject to, the terms and
limitations of the Plan.
The 401(k) feature of the Plan is funded by both employee and employer
contributions. With respect to employee contributions, participants
may elect, in one percent increments, to have an amount of between one
(1) and fifteen (15) percent of their annual compensation, not to
exceed $13,000 in 2004 (or $16,000 for individuals over 50 years of
age), subject to an annual inflation adjustment, contributed to the
401(k) feature of the Plan as a tax deferred contribution, subject to
certain limitations applicable to highly compensated employees.
With respect to employer contributions, following the end of each Plan
year, a contribution is made to the account of each employee who was a
participant in the 401(k) feature of the Plan as of the end of such
Plan year. Such contribution is equal to fifty percent (50%) of such
participant's total contributions to his or her account during that
year, up to three percent (3%) of such participant's compensation over
that same year. Employers contributions to a participant's account are
allocated among the various investment options in the same proportion
as the participant's own contributions.
Under certain circumstances, employee contributions and employer
matching contributions may be limited in the case of highly
compensated employees.
Participant Accounts:
Each participant's 401(k) account is credited with the participant's
contribution and employer contributions, if any, and an allocation of
each selected fund's earnings or losses. Allocations are based on
participant account balances.
The Company's contribution for each Plan year under the ESOP feature
of the Plan is allocated to participants' accounts on a ratable basis.
Vesting:
All amounts contributed by employees under the 401(k) feature of the
Plan are immediately 100% vested and nonforfeitable at all times.
Employer contributions become 100% vested and nonforfeitable after the
participant has completed two years of service.
8
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Vesting (Continued):
Contributions to participant accounts associated with the ESOP feature
of the Plan become 100% vested and nonforfeitable when the participant
has completed two years of service. A participant also becomes vested
in his or her ESOP account upon termination of employment by reason of
death, retirement or disability. For purposes of the Plan, retirement
is defined as termination of employment after age 65.
In the event a participant leaves the Company prior to becoming fully
vested, the participant will forfeit the shares in his or her ESOP
account and such shares will remain in the Plan to be reallocated
amongst the remaining participants in the Plan's ESOP feature. The
participant will also forfeit any assets in his or her 401(k) account
representing unvested employer contributions and such assets will be
made available to offset required employer matching contributions to
other participants' accounts. Forfeitures relating to the ESOP feature
of the plan totaled $102,318 and $80,431 for the years ended January
31, 2005 and 2004. Forfeitures of unvested employer contributions in
the 401(k) portion of the plan totaled $46,795 and $17,594 for the
years ended January 31, 2005 and 2004.
Administrative Expenses:
All administrative expenses incurred in connection with the Plan are
paid by the Company. Investment-related expenses are paid by the Plan.
Participant Loans and Withdrawals:
Participants may borrow from their 401(k) accounts up to a maximum
amount equal to the lesser of $50,000 or fifty percent (50%) of their
401(k) account balance. All loans must be repaid within five years
unless they are used by the participant to purchase a primary
residence. Loans are collaterized by the balance in the participant's
account and bear interest at rates commensurate with prevailing market
rates as determined by the plan administrator. Interest rates range
from 5.00 percent to 6.25 percent. Principal and interest is paid
ratably through payroll deductions.
Participants may also obtain a cash withdrawal of all or a portion of
the value of their 401(k) account contributions (excluding earnings
thereon) and their rollover contributions, if any, on the basis of
hardship.
9
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Payment of Benefits:
Upon termination of service, participants will receive the full vested
balance of their Plan account in a lump sum cash distribution, except
with respect to whole shares held in the ESOP feature of the Plan that
are distributed in the form of stock certificates. The balance of the
participant's Tiffany & Co. Stock Fund account may also be distributed
in the form of stock certificates for whole shares if the participant
so elects. Subject to certain mandatory distribution provisions, in
the event of retirement, a participant may elect to defer his/her
distribution until the next Plan year thereby entitling the
participant to his or her proportionate share of the Company's
contribution to the ESOP feature of the Plan for the Plan year in
which the participant retired. In the event of a participant's death,
the distribution of the participant's account balance will be made to
the participant's designated beneficiary or the participant's estate,
if no beneficiary has been so designated.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting:
The Plan's financial statements have been prepared on the accrual
basis in conformity with accounting principles generally accepted in
the United States of America.
Payment of Benefits:
Benefit payments to participants are recorded upon distribution.
Investment Valuation:
Investments in the common and collective trust and mutual funds are
stated at fair value based on the net asset value of shares held by
the Plan at year-end. Investments in Tiffany & Co. Common Stock are
stated at fair value as determined by quoted market prices as of the
last day of the Plan year. Participant loans are valued at their
outstanding balance, which approximates fair value.
The Plan presents, in the statement of changes in net assets available
for benefits, the net appreciation/(depreciation) in the fair value of
its investments, which consists of the realized gains or losses and
the unrealized appreciation/(depreciation) on those investments.
Purchases and Sales of Investments:
Purchases and sales of investments are recorded on a trade date basis.
Dividend income is recorded on the ex-dividend date. Interest income
is recorded when earned. Cost of securities sold is determined by
specific identification method.
10
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Use of Estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make significant estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those estimates.
3. Investments
-----------
Investments that were equal to or exceeded 5% of the current value of
the Plan's net assets at January 31, 2005 and 2004 were as follows:
January 31,
-----------------------------------------
2005 2004
-------------- ---------------
AIM Constellation Fund $12,139,771 $11,477,609
Growth & Income Fund 13,536,882 11,882,516
Stock Index Fund 16,654,186 13,973,819
Stable Value Fund 23,947,004 20,292,496
Tiffany & Co. Stock Fund 29,248,768 34,121,103
Tiffany & Co. Stock Fund (ESOP)* 29,484,756 36,659,441
The net appreciation (depreciation) in the fair value of investments
for the year ended January 31, 2005 was as follows:
Common Collective Trust Funds $ 951,676
Mutual Funds 2,667,138
Tiffany & Co. Stock Fund (7,152,369)
Tiffany & Co. Stock Fund (ESOP)* (7,982,346)
--------------
Net depreciation in the fair value
of investments $(11,515,901)
==============
* Non-participant directed.
4. Party-in-Interest Transactions
------------------------------
Certain Plan investments include common collective trust funds and
mutual funds managed by Zurich Scudder Investments, Inc. Because
Scudder Trust Company, the Plan Trustee, is an affiliate of Zurich
Scudder Investments, Inc., investment transactions in such mutual
funds are considered to be exempt party-in-interest transactions under
the Department of Labor's rules and regulations. Additionally,
investments of the Plan include common stock of Tiffany & Co., the
plan sponsor.
11
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
5. Tax Status
----------
The Plan has received a favorable letter of determination from the
Internal Revenue Service for all changes to the Plan through January
31, 1996. The Plan has been amended since receiving this determination
letter. However, it is the belief of the plan administrator and the
Plan's tax counsel that the Plan is currently designed and is being
operated in compliance with the applicable requirements of the
Internal Revenue Code. Accordingly, no provision for Federal income
taxes has been made in the accompanying financial statements.
6. Concentration of Credit and Market Risk
---------------------------------------
The Plan provides for various investment options in any one or a
combination of common and collective trust funds and mutual funds that
invest in a variety of stocks, bonds, fixed income securities, mutual
funds and other investment securities. Investment securities are
exposed to various risks, such as interest rate, market and credit.
Due to the level of risk associated with certain investment securities
and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants'
account balances and the amounts reported in the statements of net
assets available for benefits and the statement of changes in net
assets available for benefits.
7. Plan Termination
----------------
Although it has not expressed any intent to do so, the Board of
Directors of the Company reserves the right to change, amend or
terminate the Plan at any time at its discretion, subject to the
provisions of ERISA. In the event the Plan is terminated, participants
will become 100% vested in their accounts.
In addition, in the event of the dissolution, merger, consolidation or
reorganization of the Company, the Plan will automatically terminate
and the Plan's assets will be liquidated unless the Plan is continued
by a successor to the Company.
12
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held At End of Year)
January 31, 2005
Participation Identity of Issuer Description Cost Fair Value
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
547,083 sh. AIM Constellation Fund $ 13,518,093 $ 12,139,771
-----------------------------------------------------------------------------------------------------------------------------------
170,150 sh. Federated Funds Federated Mid Cap Index 3,057,652 3,486,372
-----------------------------------------------------------------------------------------------------------------------------------
26,809 sh. Managers Funds Managers Special Equity 1,972,975 2,339,396
-----------------------------------------------------------------------------------------------------------------------------------
84,864 sh. MFS MFS Mass. 938,009 1,020,915
-----------------------------------------------------------------------------------------------------------------------------------
390,134 sh. Pimco Total Return Fund 4,204,002 4,166,628
-----------------------------------------------------------------------------------------------------------------------------------
42,194 sh. Scudder Trust Company* Balanced Fund 697,728 729,527
-----------------------------------------------------------------------------------------------------------------------------------
631,384 sh. Scudder Trust Company* Growth & Income Fund 13,867,342 13,536,882
-----------------------------------------------------------------------------------------------------------------------------------
64,825 sh. Scudder Trust Company* Large Cap Value Fund 1,440,113 1,441,064
-----------------------------------------------------------------------------------------------------------------------------------
168,960 sh. Scudder Trust Company* Pathway Conservative Fund 1,916,320 1,961,624
-----------------------------------------------------------------------------------------------------------------------------------
622,472 sh. Scudder Trust Company* Pathway Growth Fund 7,817,505 8,023,658
-----------------------------------------------------------------------------------------------------------------------------------
592,366 sh. Scudder Trust Company* Pathway Moderate Fund 6,698,647 6,622,655
-----------------------------------------------------------------------------------------------------------------------------------
23,947,004 sh. Scudder Trust Company* Stable Value Fund 23,947,004 23,947,004
-----------------------------------------------------------------------------------------------------------------------------------
472,727 sh. Scudder Trust Company* Stock Index Fund 14,927,686 16,654,186
-----------------------------------------------------------------------------------------------------------------------------------
624,819 sh. Templeton Foreign Fund 6,224,357 7,535,312
-----------------------------------------------------------------------------------------------------------------------------------
930,600 sh. Tiffany & Co.* Stock Fund 25,421,483 29,248,768
------------------------------------------------------------------------------------------------------------------------------------
938,109 sh. Tiffany & Co.* Stock Fund (ESOP) 15,861,396 29,484,756
------------------------------------------------------------------------------------------------------------------------------------
137,502 sh. Tiffany & Co.* Stock Fund (Cash and cash equivalents) 137,502 137,502
------------------------------------------------------------------------------------------------------------------------------------
Participant Loans Rates of interest from 5.00% - 6.25%
maturing at various dates through
8/1/2014. 4,484,197
------------------------------------------------------------------------------------------------------------------------------------
Total $ 142,647,814 $ 166,960,217
------------------------------------------------------------------------------------------------------------------------------------
* Party-in-Interest
13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
-----------------------------------------------------------------
(Name of Plan)
Date: July 26, 2005 /s/ Stephen M. Salyk
---------------------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
14
EXHIBIT INDEX
Exhibit Description
Number
23.1 Consent of Independent Registered Public Accounting Firm
15