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, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to __________
Commission file number 1-9494
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Tiffany & Co.
727 Fifth Avenue
New York, NY 10022
(212) 755-8000
TIFFANY & CO.
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EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
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CONTENTS
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Page
REPORT OF INDEPENDENT AUDITORS 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
at January 31, 2003 3
Statement of Net Assets Available for Benefits
at January 31, 2002 4
Statement of Changes in Net Assets Available
for Benefits for the year ended
January 31, 2003 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULE:
Schedule of Assets (Held At End of Year) as of
January 31, 2003 12
SIGNATURES 13
EXHIBIT INDEX 14
Report of Independent Auditors
To the Participants and Administrator of the Tiffany & Co. Employee Profit
Sharing and Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related 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, 2003 and 2002, and the changes in net assets available
for benefits for the year ended January 31, 2003 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, 2003 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.
PricewaterhouseCoopers LLP
July 9, 2003
- 2 -
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits
January 31, 2003
--------------------------------------------------------------------
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 $ 24,647,670 $ 26 $ 24,647,696
Mutual Funds 31,650,300 - 31,650,300
Tiffany & Co. Common Stock 18,527,439 20,236,901 38,764,340
Cash and cash equivalents 85,510 16,380 101,890
--------------------- --------------------- ---------------------
Total investments 74,910,919 20,253,307 95,164,226
--------------------- --------------------- ---------------------
Receivables:
Employer's contribution 4,246,123 2,000,000 6,246,123
Employee's contribution 108,142 - 108,142
Participant loans receivable 2,878,047 - 2,878,047
--------------------- --------------------- ---------------------
Total receivables 7,232,312 2,000,000 9,232,312
--------------------- --------------------- ---------------------
Net assets available for benefits $ 82,143,231 $ 22,253,307 $ 104,396,538
===================== ===================== =====================
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, 2002
-------------------------------------------------------------------
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.
- 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, 2003
Participant Non-Participant
Directed Directed
------------------ ------------------
Employee Stock
Various Ownership
Funds Account Total
------------------ ------------------ ------------------
Additions:
Additions to net assets attributed to:
Interest and dividends $ 1,282,616 $ 143,368 $ 1,425,984
------------------ ------------------ ------------------
Total investment income 1,282,616 143,368 1,425,984
Contributions and rollovers:
Participant 13,896,631 - 13,896,631
Employer 4,246,797 2,000,277 6,247,074
------------------ ------------------ ------------------
Total contributions 18,143,428 2,000,277 20,143,705
------------------ ------------------ ------------------
Total additions 19,426,044 2,143,645 21,569,689
Deductions:
Deductions from net assets attributed to:
Net depreciation in fair market value of investments 18,753,405 11,044,740 29,798,145
Withdrawals and distributions 3,333,708 1,667,292 5,001,000
Investment related expenses 21,006 200 21,206
------------------ ------------------ -----------------
Total deductions 22,108,119 12,712,232 34,820,351
------------------ ------------------ ------------------
(Decrease) in net assets available for benefits (2,682,075) (10,568,587) (13,250,662)
Net assets available for benefits:
Beginning of year 84,825,306 32,821,894 117,647,200
------------------ ------------------ ------------------
End of year $ 82,143,231 $ 22,253,307 $ 104,396,538
================== ================== ==================
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 ESOP feature of the Plan.
- 6 -
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Contributions:
The ESOP feature of the Plan is non-contributory on the part of
participating employees and is funded by Company contributions to be
invested exclusively in shares of Tiffany & Co. Common Stock. Company
contributions to the ESOP, if any, are based upon the achievement of
certain targeted earnings objectives established by the Board of
Directors in accordance with, and subject to, the terms and
limitations of the Plan.
The 401(k) feature of the Plan is funded by both employee and employer
contributions. With respect to employee contributions, participants
may elect, in one percent increments, to have an amount of between one
(1) and fifteen (15) percent of their annual compensation, not to
exceed $11,000 in 2002 (or $12,000 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.
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 $111,539 and $61,658 for the years ended January
31, 2003 and January 31, 2002. Forfeitures of unvested employer
contributions in the 401(k) portion of the plan totaled $18,725 and
$14,448 for the years ended January 31, 2003 and January 31, 2002.
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 5.25 percent to 6.50 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 stock certificates. The balance
of the participant's Tiffany & Co. Stock Fund account may also be
distributed in the form of stock certificates for whole shares if the
participant so elects. Subject to certain mandatory distribution
provisions, in the event of retirement, a participant may elect to
defer his/her distribution until the next Plan year thereby entitling
the participant to his or her proportionate share of the Company's
contribution to the ESOP feature of the Plan for the Plan year in
which the participant retired. In the event of a participant's death,
the distribution of the participant's account balance will be made to
the participant's designated beneficiary or the participant's estate,
if no beneficiary has been so designated.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting:
The Plan's financial statements have been prepared on the accrual
basis in conformity with accounting principles generally accepted in
the United States of America.
Payment of Benefits:
Benefit payments to participants are recorded upon distribution.
Investment Valuation:
Investments in the 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, 2003 and 2002 were as follows:
January 31,
----------------------------------
2003 2002
------------- --------------
AIM Constellation Fund $ 7,654,964 $ 9,397,295
Growth & Income Fund 7,882,880 9,688,265
Stock Index Fund 8,372,100 9,081,785
Stable Value Fund 16,275,596 12,256,726
Tiffany & Co. Stock Fund 18,527,439 25,267,023
Tiffany & Co. Stock Fund (ESOP)* 20,236,901 31,746,972
The net (depreciation) in the fair value of investments for the year
ended January 31, 2003 was as follows:
Common Collective Trust Funds $( 2,355,493)
Mutual Funds (7,410,041)
Tiffany & Co. Stock Fund (8,987,871)
Tiffany & Co. Stock Fund (ESOP)* (11,044,740)
-------------
Net depreciation in the fair value
of investments $(29,798,145)
=============
* Non-participant directed.
4. Party-in-Interest Transactions
------------------------------
Certain Plan investments include common collective trust funds and
mutual funds managed by Zurich Scudder Investments, Inc. Because
Scudder Trust Company, the Plan Trustee, is an affiliate of Zurich
Scudder Investments, Inc., investment transactions in such mutual
funds are considered to be exempt party-in-interest transactions under
the Department of Labor's rules and regulations. Additionally,
investments of the Plan include common stock of Tiffany & Co., the
plan sponsor.
- 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, 2003
Principal Amount,
# of Shares or
Unit of
Participation Identity of Issuer Description Cost Fair Value
-------------------------------------------------------------------------------------------------------------------------------
Participant Loans (5.25% - 6.50%) $ - $ 2,878,047
-------------------------------------------------------------------------------------------------------------------------------
16,275,596 sh. Scudder Trust Company* Stable Value Fund 16,275,596 16,275,596
-------------------------------------------------------------------------------------------------------------------------------
168,674 sh. Pimco Total Return Fund 1,797,549 1,801,433
-------------------------------------------------------------------------------------------------------------------------------
7,644 sh. Scudder Trust Company* Balanced Fund 125,799 109,616
-------------------------------------------------------------------------------------------------------------------------------
119,429 sh. Scudder Trust Company* Pathway Conservative Fund 1,389,101 1,199,071
-------------------------------------------------------------------------------------------------------------------------------
418,107 sh. Scudder Trust Company* Pathway Growth Fund 5,589,732 3,976,193
-------------------------------------------------------------------------------------------------------------------------------
476,573 sh. Scudder Trust Company* Pathway Moderate Fund 5,658,393 4,274,858
-------------------------------------------------------------------------------------------------------------------------------
473,113 sh. AIM Constellation Fund 12,870,741 7,654,964
-------------------------------------------------------------------------------------------------------------------------------
60,314 sh. Federated Funds Federated Mid Cap Index 998,384 834,745
-------------------------------------------------------------------------------------------------------------------------------
5,307 sh. Managers Funds Managers Special Equity 345,834 284,371
-------------------------------------------------------------------------------------------------------------------------------
28,249 sh. MFS MFS Massachusettes Investors Gr Stk 307,378 254,810
-------------------------------------------------------------------------------------------------------------------------------
507,264 sh. Scudder Trust Company* Growth & Income Fund 11,894,965 7,882,880
-------------------------------------------------------------------------------------------------------------------------------
14,170 sh. Scudder Trust Company* Large Company Value Fund 290,145 253,221
-------------------------------------------------------------------------------------------------------------------------------
338,130 sh. Scudder Trust Company* Stock Index Fund 10,911,730 8,372,100
-------------------------------------------------------------------------------------------------------------------------------
385,220 sh. Templeton Foreign Fund 3,697,569 3,124,138
-------------------------------------------------------------------------------------------------------------------------------
796,879 sh. Tiffany & Co.* Stock Fund 19,224,041 18,527,439
-------------------------------------------------------------------------------------------------------------------------------
870,404 sh. Tiffany & Co.* Stock Fund (ESOP) 12,330,968 20,236,901
-------------------------------------------------------------------------------------------------------------------------------
101,890 sh. Tiffany & Co.* Stock Fund (Cash and cash equivalents) 101,890 101,890
-------------------------------------------------------------------------------------------------------------------------------
Total $ 103,809,815 $ 98,042,273
* 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 24, 2003 /s/ Stephen M. Salyk
--------------------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
- 13 -
EXHIBIT INDEX
Exhibit Description
Number
23.1 Consent of Independent Accountants
99.1a Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
99.1b Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
-14-