TIF 10-K Annual Report Jan. 31, 2019 | Alphaminr

Effective Date August 11, 2021

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TIFFANY & CO

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10-K	Fiscal year ended Jan. 31, 2011
10-Q	Quarter ended Oct. 31, 2010
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10-K	Fiscal year ended Jan. 31, 2010

PROXIES

DEF 14A	Filed on April 20, 2020
DEF 14A	Filed on April 17, 2019
DEF 14A	Filed on April 6, 2018
DEF 14A	Filed on April 7, 2017
DEF 14A	Filed on April 8, 2016
DEF 14A	Filed on April 10, 2015
DEF 14A	Filed on April 10, 2014
DEF 14A	Filed on April 5, 2013
DEF 14A	Filed on April 5, 2012
DEF 14A	Filed on April 8, 2011
DEF 14A	Filed on April 9, 2010

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1 to Registrant's Report on Form 8-K dated May 16, 1996,as amended by the Certificate of Amendment of Certificate of Incorporation dated May 20, 1999. Incorporated by reference from Exhibit 3.1 filed with Registrant's Report on Form 10-Q for the Fiscal Quarter ended July 31, 1999. 3.1a Amendment to Certificate of Incorporation of Registrant dated May 18, 2000. Incorporated by reference from Exhibit 3.1b to Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2001. 3.2 Restated By-laws of Registrant, as last amended January 18, 2018. Incorporated by reference from Exhibit 3.2 to Registrants Report on Form 8-K dated January 19, 2018. 4.5 Indenture, dated September 25, 2014, between Registrant, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference from Exhibit 4.5 to Registrants Report on Form 8-K dated September 26, 2014. 4.6 Supplemental Indenture No. 1, dated September 25, 2014, among Registrant, as issuer, certain subsidiaries of Registrant, as guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference from Exhibit 4.6 to Registrants Report on Form 8-K dated September 26, 2014. 4.7 Supplemental Indenture No. 2, dated September 25, 2014, among Registrant, as issuer, certain subsidiaries of Registrant, as guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference from Exhibit 4.7 to Registrants Report on Form 8-K dated September 26, 2014. 10.1 Amended and Restated Agreement, dated as of December 27, 2012, by and between Tiffany and Company and Elsa Peretti. Incorporated by reference from Exhibit 10.123 filed with Registrant's Report on Form 8-K dated January 2, 2013. 10.4 Five Year Credit Agreement dated as of October 25, 2018 by and among Registrant and each other Subsidiary of Registrant that is a Borrower and is a signatory thereto and MUFG Bank Ltd., as Administrative Agent, and various lenders party thereto. Incorporated by reference from Exhibit 10.43 filed with Registrants Report on Form 8-K dated October 31, 2018. 10.5 Amended and Restated Note Purchase and Private Shelf Agreement dated as of July 25, 2012 by and among Registrant and various institutional note purchasers with respect to Registrants $100 million principal amount of 9.05% Series A Senior Notes due December 23, 2015, $150 million principal amount of 4.40% Series B-P Senior Notes due July 25, 2042 and private shelf facility. Incorporated by reference from Exhibit 10.155 filed with Registrants Report on Form 8-K dated July 27, 2012. 10.5a Amendment dated as of January 14, 2014 to the Amended and Restated Note Purchase and Private Shelf Agreement (see Exhibit 10.5 above) by and among Registrant, and various institutional note purchasers. Incorporated by reference from Exhibit 10.157 filed with Registrants Report on Form 8-K dated January 17, 2014. 10.6 Amended and Restated Note Purchase and Private Shelf Agreement dated as of July 25, 2012 by and among Registrant and various institutional note purchasers with respect to Registrants $50 million principal amount of 10.0% Series A Senior Notes due April 9, 2018, $100 million principal amount of 4.40% Series B-M Senior Notes due July 25, 2042 and up to $50 million private shelf facility. Incorporated by reference from Exhibit 10.159 filed with Registrants Report on Form 8-K dated July 27, 2012. 10.6a Amendment dated as of January 14, 2014 to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012 (see Exhibit 10.6 above), by and among Registrant and various institutional note purchasers. Incorporated by reference from Exhibit 10.161 filed with Registrants Report on Form 8-K dated January 17, 2014. 10.7 Note Purchase Agreement dated as of August 26, 2016 by and between Registrant and the institutional note purchasers with respect to Registrants 10,000,000,000 principal amount of 0.78% Senior Notes due August 26, 2026. Incorporated by reference from Exhibit 10.37 filed with Registrants Report on Form 8-K dated September 1, 2016. 10.8 Credit Agreement dated as of July 11, 2016 by and among Tiffany & Co. (Shanghai) Commercial Company Limited, Bank of America, N.A., Shanghai Branch and Mizuho Bank (China), Ltd. as Jointed Coordinators, Mandated Lead Arrangers and Bookrunners, Mizuho Bank (China), Ltd. as Facility Agent and certain other banks and financial institutions party thereto as original lenders. Incorporated by reference from Exhibit 10.15 filed with Registrants Report on Form 8-K dated July 15, 2016. 10.9 Guaranty Agreement dated as of July 11, 2016, with respect to the Credit Agreement (see Exhibit 10.8 above) by and between Registrant and Mizuho Bank (China), Ltd. as Facility Agent. Incorporated by reference from Exhibit 10.16 filed with Registrants Report on Form 8-K dated July 15, 2016. 10.10 Master Confirmation-Accelerated Share Repurchase dated May 31, 2018 between Registrant and MUFG Securities EMEA plc. Incorporated by reference from Exhibit 10.38 filed with Registrants Report on Form 8-K dated May 31, 2018. 10.11 Master Confirmation-Accelerated Share Repurchase dated May 31, 2018 between Registrant and UBS AG, London Branch. Incorporated by reference from Exhibit 10.39 filed with Registrants Report on Form 8-K dated May 31, 2018. 10.12 Cooperation Agreement, dated February 20, 2017, between JANA Partners LLC and Registrant. Incorporated by reference from Exhibit 10.37 filed with Registrants Report on Form 8-K dated February 21, 2017. 10.13 Cooperation Agreement, dated February 20, 2017, between Francesco Trapani and Registrant. Incorporated by reference from Exhibit 10.38 filed with Registrants Report on Form 8-K dated February 21, 2017. 14.1 Code of Business and Ethical Conduct. Incorporated by reference from Exhibit 14.1 filed with Registrants Report on Form 8-K dated September 27, 2017. 21.1 Subsidiaries of Registrant. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 10.14 Form of Indemnity Agreement, approved by the Board of Directors on March 15, 2018 for use with directors, officers and certain other employees of the Registrant or its subsidiaries. Incorporated by reference from Exhibit 10.13 filed with Registrants Report on Form 10-Q for the Fiscal Quarter ended April 30, 2018. 10.15 Tiffany and Company Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective January 19, 2017. Incorporated by reference from Exhibit 10.18 filed with Registrants Report on Form 8-K dated January 25, 2017. 10.17 1994 Tiffany and Company Supplemental Retirement Income Plan, Amended and Restated as of March 17, 2016. Incorporated by reference from Exhibit 10.21 filed with Registrants Report on Form 8-K dated March 22, 2016. 10.18 Summary of Executive Long Term Disability Plan available to executive officers. Incorporated by reference from Exhibit 10.24 filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.18a Group Long Term Disability Insurance Policy issued by First Unum Life Insurance, Policy No. 533717 001. Incorporated by reference from Exhibit 10.24a filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.18b Individual Disability Insurance Policy issued by Provident Life and Casualty Insurance Company. Incorporated by reference from Exhibit 10.24b filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.18c Individual Disability Insurance Policy issued by Lloyds of London. Incorporated by reference from Exhibit 10.24c filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.20 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, Amended and Restated as of November 16, 2017. Incorporated by reference from Exhibit 10.22 filed with Registrants Report on Form 8-K dated November 21, 2017. 10.21 Registrants 2005 Employee Incentive Plan Amended and Adopted as of May 21, 2009. Incorporated by reference from Exhibit 10.28b filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.21b Terms of 2014 Amended and Restated Performance-Based Restricted Stock Unit Grant for Michael J. Kowalski. Incorporated by reference from Exhibit 10.27s filed with Registrants Report on Form 8-K dated March 24, 2015. 10.21c Terms of 2015 Amended and Restated Performance-Based Restricted Stock Unit Grant for Michael J. Kowalski. Incorporated by reference from Exhibit 10.27t filed with Registrants Report on Form 8-K dated March 24, 2015. 10.22a Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2008 Directors Equity Compensation Plan. Incorporated by reference from Exhibit 10.30a filed with Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.22b Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2008 Directors Equity Compensation Plan, effective May 26, 2016. Incorporated by reference from Exhibit 10.28c filed with Registrant's Report on Form 8-K dated June 2, 2016. 10.22c Terms of Restricted Stock Unit Grant under Registrant's 2008 Directors Equity Compensation Plan, effective May 26, 2016. Incorporated by reference from Exhibit 10.28d filed with Registrants Report on Form 8-K dated June 2, 2016. 10.22d Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2008 Directors Equity Compensation Plan, effective March 16, 2017. Incorporated by reference from Exhibit 10.25d filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31 2017. 10.22e Terms of Restricted Stock Unit Grant under Registrants 2008 Directors Equity Compensation Plan, effective March 16, 2017. Incorporated by reference from Exhibit 10.25e filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.23 Registrants 2017 Directors Equity Compensation Plan. Incorporated by reference from Exhibit 10.38 filed with Registrant's Report on Form 8-K dated June 1, 2017. 10.23a Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2017 Directors Equity Compensation Plan, effective November 16, 2017. Incorporated by reference from Exhibit 10.38a filed with Registrants Report on Form 8-K dated November 21, 2017. 10.23b Terms of Restricted Stock Unit Grant under Registrant's 2017 Directors Equity Compensation Plan, effective November 16, 2017. Incorporated by reference from Exhibit 10.38b filed with Registrants Report on Form 8-K dated November 21, 2017. 10.24 Registrants 2014 Employee Incentive Plan, amended and restated as of March 16, 2016. Incorporated by reference from Exhibit 10.29 filed with Registrants Report on Form 8-K dated March 22, 2016. 10.24a Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.31a filed with Registrants Report on Form 8-K dated July 18, 2014. 10.24b Terms of Time-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.31d filed with Registrants Report on Form 8-K dated July 18, 2014. 10.24c Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan, as revised March 16, 2016. Incorporated by reference from Exhibit 10.29g filed with Registrants Report on Form 8-K dated March 22, 2016. 10.24d Terms of Tranche-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan, as revised March 16, 2016. Incorporated by reference from Exhibit 10.29j filed with Registrants Report on Form 8-K dated March 22, 2016. 10.24e Form of Cash Incentive Award Agreement for executive officers as adopted on January 19, 2017 under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.29l filed with Registrants Report on Form 8-K dated January 25, 2017. 10.24f Form of Non-Competition and Confidentiality Covenants for use in connection with Performance-Based Restricted Stock Unit Grants to Registrants executive officers, Time-Vesting Restricted Stock Unit Grants, Stock Option Awards and certain non-qualified retirement contributions made to executive officers and certain other officers of Registrants affiliated companies pursuant to Registrants 2014 Employee Incentive Plan, the Tiffany and Company Executive Deferral Plan and the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits. Incorporated by reference from Exhibit 10.29m filed with Registrants Report on Form 8-K dated January 25, 2017. 10.24g Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan, as revised January 19, 2017. Incorporated by reference from Exhibit 10.29n filed with Registrants Report on Form 8-K dated January 25, 2017. 10.24h Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrants 2014 Employee Incentive Plan, as revised January 19, 2017. Incorporated by reference from Exhibit 10.29o filed with Registrants Report on Form 8-K dated January 25, 2017. 10.24i Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan, as revised January 19, 2017. Incorporated by reference from Exhibit 10.29p filed with Registrants Report on Form 8-K dated January 25, 2017. 10.24j Terms of Stock Option Award (Transferable Non-Qualified Option) granted to Michael J. Kowalski under Registrants 2014 Employee Incentive Plan on February 15, 2017. Incorporated by reference from Exhibit 10.39 filed with Registrants Report on Form 8-K/A dated February 22, 2017. 10.24k Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2014 Employee Incentive Plan, approved March 16, 2017. Incorporated by reference from Exhibit 10.25q filed with Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2018. 10.24l Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrant's 2014 Employee Incentive Plan, approved March 16, 2017. Incorporated by reference from Exhibit 10.25r filed with Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2018. 10.24m Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrant's 2014 Employee Incentive Plan, as revised January 17, 2018. Incorporated by reference from Exhibit 10.26q filed with Registrants Report on Form 8-K dated January 19, 2018. 10.24n Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrant's 2014 Employee Incentive Plan, as revised January 17, 2018. Incorporated by reference from Exhibit 10.26r filed with Registrants Report on Form 8-K dated January 19, 2018. 10.24o Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2014 Employee Incentive Plan, as revised January 17, 2018. Incorporated by reference from Exhibit 10.26s filed with Registrants Report on Form 8-K dated January 19, 2018. 10.24p Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan, as revised September 20, 2018. Incorporated by reference from Exhibit 10.25v filed with Registrants Report on Form 8-K dated September 26, 2018. 10.24q Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan, as revised September 20, 2018. Incorporated by reference from Exhibit 10.25w filed with Registrants Report on Form 8-K dated September 26, 2018. 10.24r Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) under Registrant's 2014 Employee Incentive Plan, as amended January 17, 2019. Incorporated by reference from Exhibit 10.25x filed with Registrant's Report on Form 8-K dated January 24, 2019. 10.25 Employment offer letter, dated as of September 7, 2016, between Mark J. Erceg and Tiffany and Company. Incorporated by reference from Exhibit 10.29 filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.26 Separation Agreement and Release, dated as of March 14, 2018 by and among Registrant and Tiffany and Company and Jean-Marc Bellaiche. Incorporated by reference from Exhibit 10.36 to Registrants Report on Form 8-K/A dated March 19, 2018. 10.27 Employment offer letter, dated as of June 15, 2015, between Philippe Galtie and Tiffany and Company. Incorporated by reference from Exhibit 10.32 filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.28 Employment offer letter, dated as of July 12, 2017, by and among Alessandro Bogliolo, Registrant and Tiffany and Company. Incorporated by reference from Exhibit 10.39 filed with Registrant's Report on Form 8-K dated July 12, 2017. 10.29 Share Ownership Policy for Executive Officers and Directors, Amended and Restated as of November 15, 2017. Incorporated by reference from Exhibit 10.34 filed with Registrants Report on Form 8-K dated November 21, 2017. 10.30 Form of Retention Agreement with Registrant and Tiffany and Company, adopted September 20, 2018. Incorporated by reference from Exhibit 10.40 filed with Registrant's Report on Form 8-K dated September 26, 2018. 10.31 Tiffany & Co. Executive Severance Plan. Incorporated by reference from Exhibit 10.41 filed with the Registrants Report on Form 8-K dated September 26, 2018. 10.32 Tiffany & Co. Director Fee Deferral Plan. Incorporated by reference from Exhibit 10.42 filed with the Registrants Report on Form 8-K dated September 26, 2018. 10.33 Corporate Governance Principles, amended and restated effective January 17, 2019. Incorporated by reference from Exhibit 10.37 filed with Registrants Report on Form 8-K dated January 24, 2019.

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