UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
-------------
(Mark One):
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended January 31, 2007.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
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.
-------------
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
---------------------------------------------------
CONTENTS
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Page
----
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits at January 31, 2007 3
Statement of Net Assets Available for Benefits at January 31, 2006 4
Statement of Changes in Net Assets Available for Benefits for the year
ended January 31, 2007 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULE: *
Form 5500, Part IV, Schedule H, Line 4i - Schedule of Assets
(Held At End of Year) as of January 31, 2007 12
* All other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosures under the Employee
Retirement Income Security Act of 1974 have been 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, 2007 and January 31, 2006, and the changes in net assets
available for benefits for the year ended January 31, 2007 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, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
New York, New York
July 19, 2007
2
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
January 31, 2007
---------------------------------------------------------------
Participant Non-Participant
Directed Directed
------------------- ------------------
Employee Stock
Various Ownership
Funds Account Total
-------------------- ------------------ ------------------
Assets:
Investments, at fair value:
DWS Trust Company:
Common and collective trusts $ 57,264,408 $ 74,765 $ 57,339,173
Mutual funds 106,153,597 - 106,153,597
Tiffany & Co. common stock 74,013,575 468,982 74,482,557
Participant loans 5,673,396 - 5,673,396
Cash and cash equivalents 114,279 - 114,279
-------------------- ------------------ ------------------
Total investments 243,219,255 543,747 243,763,002
-------------------- ------------------ ------------------
Receivables:
Employer's contribution 9,049,824 284,583 9,334,407
Employees' contribution 200,974 - 200,974
-------------------- ------------------ ------------------
Total receivables 9,250,798 284,583 9,535,381
-------------------- ------------------ ------------------
Net assets at fair value 252,470,053 828,330 253,298,383
Add: Adjustment from fair value to contract value for
fully benefit-responsive investment contracts 1,021,156 2,273 1,023,429
-------------------- ------------------ -------------------
Net assets available for benefits $ 253,491,209 $ 830,603 $ 254,321,812
==================== ================== ===================
The accompanying notes are an integral part of these financial statements.
3
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
January 31, 2006
---------------------------------------------------------------
Participant Non-Participant
Directed Directed
----------------- -----------------
Employee Stock
Various Ownership
Funds Account Total
Assets: ----------------- ----------------- -----------------
Investments, at fair value:
DWS Trust Company:
Common and collective trusts $ 49,422,384 $ 48,392 $ 49,470,776
Mutual funds 81,541,414 - 81,541,414
Tiffany & Co. common stock 34,260,003 38,192,597 72,452,600
Participant loans 5,171,256 - 5,171,256
Cash and cash equivalents 85,672 - 85,672
----------------- ----------------- ---------------
Total investments 170,480,729 38,240,989 208,721,718
----------------- ----------------- ----------------
Receivables:
Employer's contribution 5,618,327 4,527,744 10,146,071
Employees' contribution 143,102 - 143,102
----------------- ----------------- ----------------
Total receivables 5,761,429 4,527,744 10,289,173
----------------- ----------------- ----------------
Net assets at fair value 176,242,158 42,768,733 219,010,891
Add: Adjustment from fair value to contract value for
fully benefit-responsive investment contracts 536,834 1,348 538,182
----------------- ----------------- ----------------
Net assets available for benefits $ 176,778,992 $ 42,770,081 $ 219,549,073
================= ================= ================
The accompanying notes are an integral part of these financial statements.
4
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JANUARY 31, 2007
Participant Non-Participant
Directed Directed
----------------- -----------------
Employee Stock
Various Ownership
Funds Account Total
----------------- ----------------- -----------------
Additions to net assets:
Interest and dividends $ 9,299,280 $ 5,578 $ 9,304,858
Net appreciation (depreciation) in fair value of
investments 9,337,087 (554,074) 8,783,013
----------------- ----------------- -----------------
Total investment income 18,636,367 (548,496) 18,087,871
Contributions and rollovers:
Participant 21,006,747 - 21,006,747
Employer 9,056,035 329,821 9,385,856
----------------- ----------------- -----------------
Total contributions 30,062,782 329,821 30,392,603
----------------- ----------------- -----------------
Total additions 48,699,149 (218,675) 48,480,474
Deductions from net assets:
Withdrawals and distributions 13,674,013 - 13,674,013
Investment related expenses 33,722 - 33,722
----------------- ----------------- -----------------
Total deductions 13,707,735 - 13,707,735
Transfers 41,720,803 (41,720,803) -
----------------- ----------------- -----------------
Increase (decrease) in net assets available for benefits 76,712,217 (41,939,478) 34,772,739
Net assets available for benefits:
Beginning of year 176,778,992 42,770,081 219,549,073
----------------- ----------------- -----------------
End of year $ 253,491,209 $ 830,603 $ 254,321,812
================= ================= =================
The accompanying notes are an integral part of these financial statements.
5
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------
A. 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 Summary
Plan Description or the Plan document for complete information.
General
-------
The Plan is a defined contribution plan covering all eligible
employees of Tiffany & Co. (the "Company") and its U.S. subsidiaries
and has an employee profit-sharing feature ("ESOP"). Effective
February 1, 2006, the Plan was amended to provide a defined
contribution retirement benefit (the "DCRB") to eligible employees
hired on or after January 1, 2006. Under the DCRB, the Company will
make contributions each year to each employee's account at a rate
based upon age and service. These contributions will be deposited into
individual accounts set up in each employee's name to be invested in a
manner similar to the retirement savings portion of the Plan.
The assets of the Plan are maintained and transactions therein are
executed by DWS Trust Company (formerly known as Scudder Trust
Company), the trustee of the Plan ("Trustee"), an affiliate of
Deutsche Bank, Inc. The Plan record keeper is ADP Retirement Services.
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 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. Officers of the
Company (those subject to Section 16 of the Securities Exchange Act of
1934) do not share in contributions made under the ESOP feature of the
Plan.
Contributions
-------------
The ESOP feature of the Plan is non-contributory on the part of
participating employees and is funded by Company contributions of
shares of Tiffany & Co. common stock. Effective February 1, 2006, the
Plan was amended to allow any employee who has two or more years of
service to diversify his or her ESOP contribution into other
investment options provided under the Plan. Company contributions to
the ESOP, if any, are based upon the achievement of certain targeted
earnings by the Company objectives established by the Board of
Directors of the Company in accordance with, and subject to, the terms
and limitations of the Plan.
6
A. DESCRIPTION OF PLAN (continued)
-------------------------------
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 $15,000 in 2006 (or $19,000 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. Employer 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.
The DCRB feature of the Plan is non-contributory on the part of
participating employees and is funded by Company contributions,
following the end of each Plan year, to be invested in a manner
similar to the retirement savings portion of the Plan. Employer
contributions are determined by a formula using the participant's
eligible compensation, age and years of service.
Participant Accounts
--------------------
Each participant's 401(k) and DCRB account is credited with the
participant's contribution, if applicable, and employer contributions,
and an allocation of each selected fund's earnings, including
interest, dividends and net realized and unrealized appreciation in
the fair value of investments. Each participant's account is also
charged an allocation of net realized and unrealized depreciation in
the fair value of investments and investment-related expenses. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account. 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 an equal basis.
Vesting
-------
All amounts contributed by employees under the 401(k) feature of the
Plan are immediately 100% vested and non-forfeitable at all times.
Employer contributions become 100% vested and non-forfeitable after
the participant has completed two years of service. Employer
contributions under the DCRB feature of the plan become vested based
on the following schedule:
Years of Service Vested Percentage
---------------- -----------------
Less than 2 years 0%
2 years or more 20%
3 years or more 40%
4 years or more 60%
5 years or more 80%
6 years or more 100%
Contributions to participant accounts associated with the ESOP feature
of the Plan become 100% vested and non-forfeitable 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.
7
A. DESCRIPTION OF PLAN (continued)
------------------------------
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
ratably amongst the remaining participants in the Plan's ESOP feature
within the DWS Trust Co. Stable Value Fund. The participant will also
forfeit any assets in his or her 401(k) or DCRB 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 $88,633 and $45,248 for the years ended January 31,
2007 and 2006. Forfeitures of unvested employer contributions in the
401(k) portion of the plan totaled $84,927 and $75,376 for the years
ended January 31, 2007 and 2006.
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 8.25 percent to 9.25 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.
Payment of Benefits
-------------------
Distributions of the participant's account may be made upon
retirement, death or disability, or upon termination of employment.
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. common 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.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements have been prepared on the accrual
basis of accounting in conformity with accounting principles generally
accepted in the United States of America.
Payment of Benefits
-------------------
Benefit payments to participants are recorded upon distribution.
8
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
------------------------------------------------------
New Accounting Standard
-----------------------
In December 2005, the Financial Accounting Standards Board issued
Staff Position ("FSP") AAG INV-1 and SOP 94-4-1, "Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans." As
described in the FSP, investment contracts held by a
defined-contribution plan are required to be reported at fair value.
However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under
the terms of the Plan. The Plan invests in investment contracts
through the DWS Trust Co. Stable Value Fund. As required by the FSP,
the Statement of Net Assets Available for Benefits presents the fair
value of the investment in the DWS Trust Co. Stable Value Fund as well
as the adjustment of the investment in the DWS Trust Co. Stable Value
Fund from fair value to contract value relating to the investment
contracts. The Statement of Changes in Net Assets Available for
Benefits is prepared on a contract value basis. The FSP is effective
for years ending after December 15, 2006. The Plan adopted the FSP for
the year ended January 31, 2007. The guidance in the FSP has been
applied retroactively to all prior periods presented.
Investment Valuation
--------------------
Investments in mutual funds are stated at fair value as determined by
quoted market prices 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. Investments in common and collective trusts
are stated at estimated fair value which represents the net asset
value of shares held by the Plan at year-end. Participant loans are
valued at their outstanding balance, which approximates fair value.
The Plan offers the DWS Trust Co. Stable Value Fund which fully
invests its funds into the Pyramid Stable Value Fund. The Pyramid
Stable Value Fund invests in one or more agreements, collectively
referred to as general account guaranteed investment contracts
("GICs") issued by banks, insurance companies or other financial
institutions. The Pyramid Stable Value Fund may also invest in one or
more separate account guaranteed investment contracts or in a
portfolio of marketable fixed income securities and other financial
instruments in order to provide book value liquidity for portfolio
securities sold to make participant-directed withdrawals. The
contracts are fully benefit-responsive and are recorded at fair value
and adjusted to contract value as described above.
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.
9
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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, liabilities, and changes there in, 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.
C. INVESTMENTS
------------
Investments that were equal to or exceeded 5% of the current value of
the Plan's net assets at January 31, 2007 and 2006 were as follows:
January 31,
-----------------------------------------------------
2007 2006
----------------------- -----------------------
DWS Trust Co. Thematic Fund $ 15,590,306 $ -
American Funds Growth Fund of America 20,802,419 15,645,374
DWS Trust Co. Growth & Income Fund 19,260,424 16,039,333
DWS Trust Co. Stock Index Fund 23,670,084 19,859,104
DWS Trust Co. Stable Value Fund 34,692,518 30,149,854
Tiffany & Co. Stock Fund 74,013,575 34,260,003
Tiffany & Co. Stock Fund (ESOP)* 468,982 38,192,597
The net appreciation in the fair value of investments for the year ended
January 31, 2007 was as follows:
Common and collective trusts $ 2,918,720
Mutual funds 3,015,754
Tiffany & Co. common stock 3,402,613
Tiffany & Co. common stock (ESOP) * (554,074)
----------------------
Net appreciation in the fair value of investments $ 8,783,013
======================
* Non-participant directed.
D. PARTY-IN-INTEREST TRANSACTIONS
-------------------------------
Certain Plan investments include common and collective trusts and
mutual funds managed by DWS Trust Company, Inc., the Plan Trustee.
Therefore, investment transactions in such common and collective
trusts and 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.
10
E. TAX STATUS
-----------
The Company believes that the Plan currently is designed and being
operated in compliance with the applicable requirements of the
Internal Revenue Code and that, therefore, the Plan continues to
qualify under Code Section 401(a) and the related trust continues to
be tax-exempt as of January 31, 2007. Therefore, no provision for
income taxes is included in the Plan's financial statements.
The Plan received its latest determination letter in 2004, in which
the Internal Revenue Service ("IRS") stated that the Plan was in
compliance with the applicable requirements of the Internal Revenue
Code, contingent upon its adoption of form amendments required by a
series of statutes collectively referred to by the IRS as "GUST II." A
routine IRS audit revealed the GUST II and the Economic Growth and Tax
Relief Reconciliation Act ("EGTRRA") form amendments were not adopted
on a timely basis. However, the Plan was being operated in compliance
with the GUST II and EGTRRA laws on a timely basis. In addition,
operational issues were identified. These issues have been or will be
corrected, which includes a Company contribution of $183,750 to the
Plan in 2007. As a result of the audit findings, the Company is
participating in the Audit Closing Agreement Program of the IRS'
Employee Plans Compliance Resolution System described in Revenue
Procedure 2006-27. As part of the Closing Agreement that will be
negotiated under that program, the Company expects to pay a sanction
to the IRS. The Company believes that any finding at the conclusion of
the IRS audit will be immaterial to the financial statements of the
Plan.
F. CONCENTRATION OF CREDIT AND MARKET RISK
----------------------------------------
The Plan provides for various investment options in any one or a
combination of Tiffany and Co. common stock, common and collective
trusts and mutual funds that invest in a variety of stocks, bonds,
fixed income securities 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.
G. 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.
11
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Form 5500, Part IV, Schedule H, Line 4i-Schedule of Assets (Held At End of Year)
as of January 31, 2007
Description of investment
including maturity date, Number of
Identity of Issue, borrower, lessor or similar rate of interest, collateral, shares,units or
party par, or maturity value par value Cost Current Value
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund of America Mutual Fund 631,908 $ 19,090,675 $ 20,802,419
------------------------------------------------------------------------------------------------------------------------------------
Federated Funds Federated Mid Cap Index Mutual Fund 334,713 7,078,883 7,956,137
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Dreman Small Cap Value Mutual Fund 170,070 6,182,993 6,457,571
------------------------------------------------------------------------------------------------------------------------------------
Pimco Total Return Fund Mutual Fund 631,497 6,677,665 6,517,044
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Growth & Income Fund Mutual Fund 857,543 18,953,549 19,260,424
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Large Cap Value Fund Mutual Fund 146,113 3,305,576 3,345,980
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Conservative Allocation Mutual Fund 261,503 3,045,954 3,289,710
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Growth Allocation Mutual Fund 781,522 10,260,515 11,840,054
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Moderate Allocation Mutual Fund 880,472 10,193,878 11,093,952
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Thematic Fund Mutual Fund 464,966 15,718,962 15,590,306
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Stable Value Fund Common and Collective Trust 34,692,519 34,692,519 34,692,518
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Stock Index Fund Common and Collective Trust 533,952 18,049,661 23,670,084
------------------------------------------------------------------------------------------------------------------------------------
* Tiffany & Co. Common Stock 895,015 29,538,781 35,138,309
------------------------------------------------------------------------------------------------------------------------------------
* Tiffany & Co. Common Stock (ESOP) 1,002,146 33,074,481 39,344,248
------------------------------------------------------------------------------------------------------------------------------------
Rates of interest from
8.25% - 9.25% maturing at various
Participant Loans dates through 8/1/2016. - 5,673,396
------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents Cash and cash equivalents 114,279 114,279
------------------------------------------------------------------------------------------------------------------------------------
Total $ 215,978,371 $ 244,786,431
------------------------------------------------------------------------------------------------------------------------------------
* Party-in-interest
12
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 19, 2007
/s/ Patrick B. Dorsey
---------------------------------------
Patrick B. Dorsey
Member of Plan Administrative Committee
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 033-54847) of Tiffany & Co. of our report dated July
19, 2007 relating to the financial statements and supplemental schedule of the
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan, which appears
in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
July 19, 2007