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, 2010.
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
--------
Page
----
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits at January 31, 2010 3
Statement of Net Assets Available for Benefits at January 31, 2009 4
Statement of Changes in Net Assets Available for Benefits for the year
ended January 31, 2010 5
Notes to Financial Statements 6-13
SUPPLEMENTAL SCHEDULE: *
Form 5500, Part IV, Schedule H, Line 4i - Schedule of Assets
(Held At End of Year) as of January 31, 2010 14
Exhibit Index 15
Signatures
* 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.
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
Tiffany & Co. Employee Profit Sharing
and Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan (the
"Plan") as of January 31, 2010 and 2009, and the related statement of changes in
net assets available for benefits for the year ended January 31, 2010. 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 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan as of January 31, 2010 and
2009, and the changes in its net assets available for benefits for the year
ended January 31, 2010, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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 audit of the 2010 basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the 2010 basic financial
statements taken as a whole.
/s/ J.H. Cohn LLP
Roseland, New Jersey
July 19, 2010
2
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
January 31, 2010
--------------------------------------------------------------------
Participant Non-Participant
Directed Directed
------------------- --------------------
Employee Stock
Various Ownership
Funds Account Total
------------------- -------------------- --------------------
Assets:
Investments, at fair value:
DWS Trust Company:
Common and collective trusts $ 66,816,346 $ - $ 66,816,346
Mutual funds 110,667,616 - 110,667,616
Tiffany & Co. common stock 66,469,407 32,588 66,501,995
Participant loans 7,679,292 - 7,679,292
------------------- -------------------- --------------------
Total investments 251,632,661 32,588 251,665,249
------------------- -------------------- --------------------
Receivables:
Employer's contribution 11,250,218 383,163 11,633,381
Employees' contribution 700,465 - 700,465
Due from broker for securities sold 2,220 - 2,220
------------------- -------------------- --------------------
Total receivables 11,952,903 383,163 12,336,066
------------------- -------------------- --------------------
Total Assets 263,585,564 415,751 264,001,315
------------------- -------------------- --------------------
Liabilities:
Excess contributions payable 16,741 - 16,741
------------------- -------------------- --------------------
Total Liabilities 16,741 - 16,741
------------------- -------------------- --------------------
Net assets at fair value 263,568,823 415,751 263,984,574
Add: Adjustment from fair value to contract value for
interest in common and collective trusts relating to
fully benefit-responsive investment contracts (232,274) - (232,274)
------------------- -------------------- --------------------
Net assets available for benefits $ 263,336,549 $ 415,751 $ 263,752,300
=================== ==================== ====================
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, 2009
--------------------------------------------------------------------
Participant Non-Participant
Directed Directed
------------------- --------------------
Employee Stock
Various Ownership
Funds Account Total
------------------- -------------------- --------------------
Assets:
Investments, at fair value:
DWS Trust Company:
Common and collective trusts $ 59,593,412 $ - $ 59,593,412
Mutual funds 83,039,296 - 83,039,296
Tiffany & Co. common stock 40,543,718 61,295 40,605,013
Participant loans 6,205,742 - 6,205,742
------------------- -------------------- --------------------
Total investments 189,382,168 61,295 189,443,463
------------------- -------------------- --------------------
Receivables:
Employer's contribution 8,616,730 - 8,616,730
Employees' contribution 832,661 - 832,661
Due from broker for securities sold 49,682 - 49,682
------------------- -------------------- --------------------
Total receivables 9,499,073 - 9,499,073
------------------- -------------------- --------------------
Total Assets 198,881,241 61,295 198,942,536
------------------- -------------------- --------------------
Liabilities:
Excess contributions payable 197,517 - 197,517
------------------- -------------------- --------------------
Total Liabilities 197,517 - 197,517
------------------- -------------------- --------------------
Net assets at fair value 198,683,724 61,295 198,745,019
Add: Adjustment from fair value to contract value for
interest in common and collective trusts relating to
fully benefit-responsive investment contracts 3,661,281 - 3,661,281
------------------- -------------------- --------------------
Net assets available for benefits $ 202,345,005 $ 61,295 $ 202,406,300
=================== ==================== ====================
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, 2010
Participant Non-Participant
Directed Directed
------------------- -------------------
Employee Stock
Various Ownership
Funds Account Total
------------------- -------------------- --------------------
Additions to net assets attributed to:
Interest and dividends $ 4,260,924 $ - $ 4,260,924
Net appreciation in fair value of investments 65,391,267 38,319 65,429,586
------------------- ------------------- --------------------
Total investment income 69,652,191 38,319 69,690,510
------------------- ------------------- --------------------
Contributions and rollovers:
Employee 16,533,946 - 16,533,946
Employer 11,250,275 383,163 11,633,438
------------------- ------------------- --------------------
Total contributions 27,784,221 383,163 28,167,384
------------------- ------------------- --------------------
Total additions 97,436,412 421,482 97,857,894
------------------- ------------------- --------------------
Deductions from net assets attributed to:
Withdrawals and distributions 36,458,349 - 36,458,349
Investment related expenses 53,545 - 53,545
------------------- ------------------- --------------------
Total deductions 36,511,894 - 36,511,894
------------------- ------------------- --------------------
Transfers 67,026 (67,026) -
------------------- ------------------- --------------------
Increase in net assets available for benefits 60,991,544 354,456 61,346,000
Net assets available for benefits:
Beginning of year 202,345,005 61,295 202,406,300
------------------- ------------------- --------------------
End of year $ 263,336,549 $ 415,751 $ 263,752,300
=================== =================== ====================
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.
The assets of the Plan are maintained and transactions therein are
executed by DWS 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 are automatically enrolled
in the 401(k) feature 60 days after their initial date of employment
provided the employee is scheduled to work thirty-five or more hours
per week on a non-temporary basis. All other employees are enrolled 60
days after completing one year of service. Employees may opt-out of
401(k) participation at any time. All employees hired on or after
January 1, 2006 automatically become participants in the DCRB feature
of the Plan on their date of hire. 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. Employees who have two or more
years of service can 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 objectives by the Company and established by the Board of
Directors of the Company in accordance with, and subject to, the terms
and limitations of the Plan. Employees must be employed by the Company
on the last day of the Plan year and have at least 1,000 hours of
employment during the Plan year to receive the ESOP contribution. As
of January 31, 2010, the Company had an ESOP contribution payable of
$4,999,990, of which $383,163 was considered non-participant directed.
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 $16,500 in 2009 (or $22,000 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
6
compensated employees.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans.
With respect to employer contributions, following the end of each Plan
year, a contribution may be made at the discretion of the Company 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
for the Plan years ended on January 31, 2010 and 2009 is equal to up
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 employer contributions,
following the end of each Plan year, to be invested in a manner
similar to the 401(k) 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 under the 401(k) feature of the Plan 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%
Employees hired from January 1, 2006 through December 31, 2006 will
become 100% vested in the DCRB benefit upon completing five (5) years
of service.
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
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 $73,004 and $108,588 for the years ended January 31,
2010 and 2009, respectively. Forfeitures of unvested employer
contributions in the 401(k) and DCRB portion of the plan totaled
$616,798 and $445,345 at January 31, 2010 and 2009, respectively.
Forfeitures of $530,792 and $355,951 were used to reduce employer
contributions, which are made in the following year, for the years
ended January 31, 2010 and 2009, respectively.
Administrative Expenses
-----------------------
Administrative fees relating to the administration of Tiffany & Co.
Common Stock are paid by Tiffany and Company. All other expenses are
charged against Plan assets.
Participant Loans and Withdrawals
---------------------------------
Participants may borrow from their 401(k) accounts up to a maximum
amount of no more than $50,000 or fifty percent (50%) of their total
vested 401(k) account balance including employer matching
contributions. In fiscal year 2009, the Plan was amended to permit up
to two loans simultaneously. 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
currently range from 4.25 percent to 10.50 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 employer
matching contributions and earnings on contributions) and their
rollover contributions, if any, on the basis of hardship as permitted
under the Plan.
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 the
DCRB account which may be received in the form of either a lump sum or
ten substantially equal annual installments and 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.
Voting Rights
-------------
Each participant is entitled to exercise voting rights attributable to
the shares of Tiffany & Co. Common Stock allocated to his or her
account and is notified by the Trustee prior to the time that such
rights are to be exercised. The Trustee is not permitted to vote any
allocated share for which instructions have not been given by a
participant.
8
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.
New Accounting Standards
------------------------
In January 2010, the Financial Accounting Standards Board ("FASB")
issued a standard which requires additional disclosure about the
amounts of, and reasons for, significant transfers in and out of Level
1 and Level 2 fair value measurements. This standard also clarifies
existing disclosure requirements related to the level of
disaggregation of fair value measurements for each class of assets and
liabilities and disclosures about inputs and valuation techniques used
to measure fair value for both recurring and nonrecurring Level 2 and
Level 3 measurements. The new disclosures and clarifications of
existing disclosures are effective for periods beginning after
December 15, 2009.
In addition, this standard will require disaggregated information
about activity in Level 3 fair value measurements on a gross basis,
rather than as one net amount. These requirements are effective for
fiscal years beginning after December 15, 2010. The Plan's management
does not expect the adoption of the standard to have a material impact
on the Plan's financial statements.
In September 2009, the FASB issued guidance expanding the required
disclosures for certain investments with a reported net asset value to
include the nature of any restrictions on the investor's ability to
redeem investments at the measurement date, any unfunded commitments,
and the investment strategies of the investee. It permits, as a
practical expedient, an entity holding investments in certain entities
that calculate net asset value per share or its equivalent for which
the fair value is not readily determinable, to measure the fair value
of such investments on the basis of that net asset value per share or
its equivalent without adjustment. The expanded disclosures are
effective for the first reporting period ending after December 15,
2009. The adoption of this guidance had no impact on the Plan's
financial statements.
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 valued based on the net asset values reported by the trustee of
the funds which are based on quoted prices for identical or similar
assets in markets that are not active. 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. 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
9
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 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.
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 therein, 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, 2010 or 2009 were as follows:
January 31, 2010
------------------------
Tiffany & Co. Stock Fund $ 66,501,995
DWS Trust Co. Stable Value Fund 48,390,346
American Funds Growth Fund of America 18,199,250
DWS Trust Co. Stock Index Fund 18,193,726
DWS Lifecompass 2015 Fund 15,117,499
DWS Trust Co. Global Thematic Fund 14,089,920
Victory Diversified Stock Fund 13,869,350
January 31, 2009
------------------------
DWS Trust Co. Stable Value Fund $ 49,013,135
Tiffany & Co. Stock Fund 40,605,013
DWS Trust Co. Stock Index Fund 14,241,558
American Funds Growth Fund of America 14,080,396
Pimco Total Return Fund 11,425,617
Victory Diversified Stock Fund 11,171,882
DWS Lifecompass 2015 Fund 10,576,284
As of January 31, 2010 and 2009, there were 802 shares totaling
$32,588 and 2,954 shares totaling $61,295, respectively, of Tiffany &
Co. common stock that were non-participant directed.
10
The net appreciation in the fair value of investments for the year ended January 31, 2010 was as follows:
Common and collective trusts $ 4,548,011
Mutual funds 25,644,445
Tiffany & Co. common stock 35,198,811
Tiffany & Co. common stock (ESOP) * 38,319
------------------------
Net appreciation in the fair value of investments $ 65,429,586
========================
* Non-participant directed.
D. FAIR VALUE MEASUREMENTS
-----------------------
Fair value is defined as the exchange price that would be received for
an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement
date. U.S. Generally Accepted Accounting Principles ("GAAP")
establishes a fair value hierarchy which requires an entity to
maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. U.S. GAAP prescribes
three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or
liabilities. Level 1 inputs are considered to carry the most weight
within the fair value hierarchy due to the low levels of judgment
required in determining fair values.
Level 2 - Observable market-based inputs or unobservable inputs that
are corroborated by market data.
Level 3 - Unobservable inputs reflecting the reporting entity's own
assumptions. Level 3 inputs are considered to carry the least weight
within the fair value hierarchy due to substantial levels of judgment
required in determining fair value.
Refer to Note B for the valuation methods used to fair value Plan
assets.
The following table provides information by level for assets that are
measured at fair value on a recurring basis:
Fair Value Measurements
Fair Value at Using Inputs Considered as
----------------------------------------------------
January 31,
2010 Level 1 Level 2 Level 3
-----------------------------------------------------------------------------------------------------------
Mutual funds $ 110,667,616 $ 110,667,616 $ - $ -
Tiffany & Co. common stock 66,501,995 66,501,995 - -
Common and collective trusts 66,816,346 - 66,816,346 -
Participant loans 7,679,292 - - 7,679,292
Fair Value Measurements
Fair Value at Using Inputs Considered as
----------------------------------------------------
January 31,
2009 Level 1 Level 2 Level 3
----------------------------------------------------------------------------------------------------------
Mutual funds $ 83,039,296 $ 83,039,296 $ - $ -
Tiffany & Co. common stock 40,605,013 40,605,013 - -
Common and collective trusts 59,593,412 - 59,593,412 -
Participant loans 6,205,742 - - 6,205,742
11
The following table sets forth information summarizing the changes in
fair value of the Plan's participant loans which is classified as
Level 3 Plan assets for the years ended January 31, 2010 and 2009:
January 31, 2010 January 31, 2009
---------------------------------------------------
Balance at February 1, $ 6,205,742 $ 6,565,315
Transfers in 5,512,387 3,070,282
Issuances and settlements (4,038,837) (3,429,855)
---------------------------------------------------
Balance at January 31, $ 7,679,292 $ 6,205,742
===================================================
E. NET ASSET VALUE PER SHARE
-------------------------
The following table sets forth a summary of the Plan's investments
with a reported net asset value ("NAV") per share:
Fair Value Estimated Using Net Asset Value per Share
January 31, 2010
-------------------------------------------------------------------------------
Other Redemption
Unfunded Redemption Redemption Notice
Investment Fair Value* Commitment Frequency Restrictions Period
----------------------------------------------------------------------------------------------------------
DWS Trust Co. Stable $ 48,622,620 $ - Daily None None
Value Fund a
DWS Trust Co. Stock
Index Fund b $ 18,193,726 $ - Daily None None
* The fair values of the investments have been estimated using the
NAV of the investment.
a The DWS Trust Co. Stable Value Fund seeks to achieve a stable
unit value, a competitive current return, a high quality
diversified portfolio and liquidity by investing in high quality
insurance company and bank investment contracts, private
placements, money market and other investments.
b The DWS Trust Co. Stock Index Fund seeks to replicate as closely
as practical the Standard & Poor's 500 Stock Index.
F. 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.
G. TAX STATUS
----------
The Plan has received a favorable letter of determination from the
Internal Revenue Service for all changes to the Plan through April 14,
2008. 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.
H. 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
12
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.
I. 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.
13
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Plan Number: 002
EIN: 13-1387680
Form 5500,Part IV,Schedule H, Line 4i - Schedule of Assets (Held At End of Year)
as of January 31, 2010
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
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Stable Value Fund Common / Collective Trust 48,390,346 $ 48,390,346 $ 48,390,346
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Stock Index Fund Common / Collective Trust 516,427 17,812,256 18,193,726
------------------------------------------------------------------------------------------------------------------------------------
Federated Funds Federated Mid Cap Index Mutual Fund 498,144 9,509,003 8,498,332
------------------------------------------------------------------------------------------------------------------------------------
Baron Small Cap Fund Mutual Fund 32,404 542,826 604,333
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Lifecompass 2040 Fund Mutual Fund 220,852 1,477,785 1,594,553
------------------------------------------------------------------------------------------------------------------------------------
Victory Diversified Stock Fund Mutual Fund 1,025,840 16,951,765 13,869,350
------------------------------------------------------------------------------------------------------------------------------------
Pimco Total Return Fund Mutual Fund 1,182,049 12,462,540 12,955,260
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Global Thematic Fund Mutual Fund 690,006 18,725,435 14,089,920
------------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund of America Mutual Fund 707,042 20,487,684 18,199,250
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Lifecompass Retire Fund Mutual Fund 263,770 2,960,018 2,732,660
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Lifecompass 2030 Fund Mutual Fund 156,456 1,148,655 1,268,857
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Large Cap Value Fund Mutual Fund 306,666 5,717,587 4,771,726
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Dreman Small Cap Value Mutual Fund 230,117 7,487,869 6,901,206
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Lifecompass 2015 Fund Mutual Fund 1,560,113 16,392,594 15,117,499
------------------------------------------------------------------------------------------------------------------------------------
* DWS Trust Co. Lifecompass 2020 Fund Mutual Fund 875,189 11,064,035 10,064,670
------------------------------------------------------------------------------------------------------------------------------------
* Tiffany & Co. Common Stock 1,637,577 55,754,199 66,501,995
------------------------------------------------------------------------------------------------------------------------------------
Rates of interest from 4.25% -
10.50% maturing at various
* Participant Loans dates through 2/3/2020. - 7,679,292
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Total $ 246,884,597 $ 251,432,975
------------------------------------------------------------------------------------------------------------------------------------
* Party-in-interest
14
EXHIBIT INDEX
Exhibit
Number Description
--------------------------------------------------------------------------------
23.1 Consent of Independent Registered Public Accounting Firm -
J.H.Cohn LLP
15
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, 2010
/s/ Patrick B. Dorsey
---------------------------------------------------
Patrick B. Dorsey
Member of Plan Administrative Committee