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, 2002.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
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
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REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
at January 31, 2002 3
Statement of Net Assets Available for Benefits
at January 31, 2001 4
Statement of Changes in Net Assets Available
for Benefits for the year ended
January 31, 2002 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULE:
Schedule of Assets (Held At End of Year) as of
January 31, 2002 12
Report of Independent Accountants
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 statement 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") as of January 31, 2002 and January 31, 2001, and the changes in net
assets available for benefits for the year ended January 31, 2002 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 audits 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
(Held At End of Year) as of January 31, 2002 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. The 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.
July 14, 2002
2
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits
January 31, 2002
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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 $ 21,338,511 $ - $ 21,338,511
Mutual Funds 31,439,351 - 31,439,351
Tiffany & Co. Common Stock 25,267,023 31,746,972 57,013,995
Cash and cash equivalents 76,171 17,109 93,280
--------------------- --------------------- -----------------
Total investments 78,121,056 31,764,081 109,885,137
--------------------- --------------------- -----------------
Receivables:
Employer's contribution 4,105,939 1,057,813 5,163,752
Participant loans receivable 2,598,311 - 2,598,311
--------------------- --------------------- -----------------
Total receivables 6,704,250 1,057,813 7,762,063
--------------------- --------------------- -----------------
Net assets available for benefits $ 84,825,306 $ 32,821,894 $ 117,647,200
===================== ===================== =================
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, 2001
----------------------------------------------------------------
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 $ 16,133,557 $ - $ 16,133,557
Mutual Funds 30,788,940 - 30,788,940
Tiffany & Co. Common Stock 24,077,160 31,613,764 55,690,924
Cash and cash equivalents 68,219 49,290 117,509
--------------------- --------------------- -----------------
Total investments 71,067,876 31,663,054 102,730,930
--------------------- --------------------- -----------------
Receivables:
Employer's contribution 3,665,029 2,761,747 6,426,776
Participant loans receivable 2,227,236 - 2,227,236
--------------------- --------------------- -----------------
Total receivables 5,892,265 2,761,747 8,654,012
--------------------- --------------------- -----------------
Net assets available for benefits $ 76,960,141 $ 34,424,801 $ 111,384,942
===================== ===================== =================
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, 2002
Participant Non-Participant
Directed Directed
---------------- -----------------
Employee Stock
Various Ownership
Funds Account Total
---------------- ----------------- ----------------
Additions:
Additions to net assets attributed to:
Interest, dividends and other returns of funds $ 1,103,806 $ 145,249 $ 1,249,055
---------------- ----------------- ----------------
Total investment income 1,103,806 145,249 1,249,055
Contributions and rollovers:
Participant 12,786,256 - 12,786,256
Employer 4,105,939 1,057,813 5,163,752
---------------- ----------------- ----------------
Total contributions and rollovers 16,892,195 1,057,813 17,950,008
---------------- ----------------- ----------------
Total additions 17,996,001 1,203,062 19,199,063
Deductions:
Deductions from net assets attributed to:
Net depreciation in fair market value of investments 7,781,537 1,445,533 9,227,070
Withdrawals and distributions 2,326,868 1,360,261 3,687,129
Administrative expenses 22,431 175 22,606
---------------- ----------------- ----------------
Total deductions 10,130,836 2,805,969 12,936,805
---------------- ----------------- ----------------
Increase (decrease) in net assets available for benefits 7,865,165 (1,602,907) 6,262,258
Net assets available for benefits:
Beginning of year 76,960,141 34,424,801 111,384,942
---------------- ----------------- ----------------
End of year $ 84,825,306 $ 32,821,894 $ 117,647,200
================ ================= ================
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
-----------------
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 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 profit sharing feature of the Plan.
6
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
1. Description of Plan (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 $10,500 in
2001, 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.
Participant Accounts:
Each participant's 401(k) account is credited with the participant's
contribution, if any, 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.
7
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 $61,658 and
$20,656 for the years ended January 31, 2002 and January 31, 2001.
Forfeitures of unvested employer contributions in the 401(k) portion of the
plan totaled $14,448 and $2,949 for the years ended January 31, 2002 and
January 31, 2001.
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 5.75 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 earnings thereon)
and their rollover contributions, if any, on the basis of hardship.
8
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 which are
distributed in the form of a stock certificate. The balance of the
participant's Tiffany & Co. Stock Fund account may also be distributed in
the form of a stock certificate 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 generally accepted accounting principles.
Payment of Benefits:
Benefit payments to participants are recorded upon distribution.
Investment Valuation:
Investments in the 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.
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
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 generally
accepted accounting principles 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 which were equal to or exceeded 5% of the current value of the
Plan's net assets at January 31, 2002 and 2001 were as follows:
January 31,
---------------------------------------------
2002 2001
------------------- -------------------
Stock Index Fund $ 9,081,785 $ 8,074,059
AIM Constellation Fund 9,397,295 10,555,684
Growth & Income Fund 9,688,265 9,288,281
Stable Value Fund 12,256,726 8,059,498
Tiffany & Co. Stock Fund 25,267,023 24,077,160
Tiffany & Co. Stock Fund (ESOP)* 31,746,972 31,613,764
The net (depreciation) in the fair value of investments for the year
ended January 31, 2002 was as follows:
Common Collective Trust Funds $(1,383,761)
Mutual Funds (6,096,943)
Tiffany & Co. Stock Fund (300,833)
Tiffany & Co. Stock Fund (ESOP)* (1,445,533)
-------------------
Net depreciation in the fair value
of investments $(9,227,070)
-------------------
* Non-participant directed.
4. Party-in-Interest Transactions
------------------------------
Certain Plan investments include 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.
10
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 which
invest in a variety of stocks, bonds, fixed income securities, mutual
funds, guaranteed investment contracts, bank investment contracts 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.
11
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held At End of Year)
January 31, 2002
Principal Amount,
# of Shares or Unit
of Participation Identity of Issuer Description Cost Fair Value
------------------------------------------------------------------------------------------------------------------------
Participant Loans (5.75% - 10.50%) $ - $ 2,598,311
---------------------------------------------------------------------------------------------------------------------------
12,256,726 sh. Scudder Trust Company Stable Value Fund 12,256,726 12,256,726
---------------------------------------------------------------------------------------------------------------------------
93,764 sh. Scudder Trust Company Pathways Conservative Fund 1,133,542 1,042,656
---------------------------------------------------------------------------------------------------------------------------
436,104 sh. Scudder Trust Company Pathways Balanced Fund 5,433,765 4,600,898
---------------------------------------------------------------------------------------------------------------------------
326,497 sh. Scudder Trust Company Pathways Growth Fund 4,686,492 3,934,289
---------------------------------------------------------------------------------------------------------------------------
281,780 sh. Scudder Trust Company Stock Index Fund 9,501,437 9,081,785
---------------------------------------------------------------------------------------------------------------------------
467,580 sh. Scudder Trust Company Growth & Income Fund 11,651,610 9,688,265
---------------------------------------------------------------------------------------------------------------------------
433,055 sh. AIM Constellation Fund 12,884,985 9,397,295
---------------------------------------------------------------------------------------------------------------------------
307,414 sh. Templeton Foreign Fund 3,019,072 2,775,948
---------------------------------------------------------------------------------------------------------------------------
707,760 sh. Tiffany & Co. Stock Fund 16,294,033 25,267,023
---------------------------------------------------------------------------------------------------------------------------
889,271 sh. Tiffany & Co. Stock Fund (ESOP) 11,954,214 31,746,972
---------------------------------------------------------------------------------------------------------------------------
93,280 sh. Tiffany & Co. Stock Fund (Cash and cash equivalents) 93,280 93,280
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Total $ 88,909,156 $ 112,483,448
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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 23, 2002 /s/ Stephen M. Salyk
---------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
13
EXHIBIT INDEX
Exhibit
Number
23.1 Consent of Independent Accountants
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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
14, 2002 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.
Florham Park, New Jersey
July 23, 2002