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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tiffany and Co | NYSE:TIF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 131.46 | 0 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
13-3228013
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
•
|
Maintaining its position within the high-end of the jewelry market requires Tiffany to invest significantly in diamond and gemstone inventory, as well as platinum and gold, which carry a lower overall gross margin; it also causes some consumers to view Tiffany as beyond their price range;
|
•
|
To provide excellent service, stores must be well staffed with knowledgeable professionals;
|
•
|
Elegant stores in the best "high street" and luxury mall locations are more expensive and difficult to secure and maintain, but reinforce the Brand's luxury connotations through association with other luxury brands;
|
•
|
While the "classic" positioning of much of Tiffany's product line supports the Brand and requires sufficient display space in its stores, management's strategic priorities also include the accelerated introduction of new design collections primarily in jewelry, but also in non-jewelry products, which could result in a necessary reallocation of product display space;
|
•
|
Tiffany's packaging supports consumer expectations with respect to the Brand but is expensive; and
|
•
|
A significant amount of marketing across print, digital and social media, as well as public relations events are required to both reinforce the Brand's association with luxury, sophistication, style and romance, as well as to market specific products.
|
2019
|
% of total
Americas
Sales
|
|
% of total
Asia-Pacific
Sales
|
|
% of total
Japan
Sales
|
|
% of total
Europe
Sales
|
|
% of total
Reportable
Segment
Sales
|
|
Jewelry collections a
|
55
|
%
|
63
|
%
|
38
|
%
|
60
|
%
|
55
|
%
|
Engagement jewelry b
|
21
|
%
|
29
|
%
|
38
|
%
|
24
|
%
|
26
|
%
|
Designer jewelry c
|
14
|
%
|
6
|
%
|
17
|
%
|
12
|
%
|
12
|
%
|
2017
|
|
|
|
|
|
|||||
Jewelry collections a
|
53
|
%
|
59
|
%
|
30
|
%
|
60
|
%
|
52
|
%
|
Engagement jewelry b
|
22
|
%
|
31
|
%
|
39
|
%
|
25
|
%
|
27
|
%
|
Designer jewelry c
|
14
|
%
|
8
|
%
|
22
|
%
|
12
|
%
|
13
|
%
|
c)
|
This category includes only jewelry that is attributed to one of the Company's "named" designers: Elsa Peretti (see "MATERIAL DESIGNER LICENSE" below), Paloma Picasso and Jean Schlumberger. Jewelry in this category is primarily crafted using precious metals (platinum, gold or sterling silver) and may contain diamonds and/or other gemstones.
|
•
|
the laws, regulations and policies of governments relating to investments, loans and operations, the costs or desirability of complying with local practices and customs and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;
|
•
|
uncertainties from changes in U.S. or foreign taxation policies;
|
•
|
compliance by third party vendors and suppliers with the Company's sourcing and quality standards, codes of conduct, or contractual requirements as well as applicable laws and regulations;
|
•
|
import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements;
|
•
|
political or economic instability in foreign countries, including the potential for rapid and unexpected changes in government, economic and political policies, such as the U.K.'s recent exit from the European Union ("E.U."), as discussed below;
|
•
|
political or civil unrest, including protests and other civil disruption, such as the ongoing business disruption in Hong Kong;
|
•
|
acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation as a result of, for example, changes in government policies of foreign countries in response to actions taken by the U.S. government;
|
•
|
the imposition of additional duties, tariffs, taxes and other charges or other barriers to trade, including as a result of changes in diplomatic and trade relations or agreements with other countries;
|
•
|
challenges inherent in oversight of foreign operations, systems and controls;
|
•
|
potential negative consequences from foreign governments' currency management practices;
|
•
|
uncertainties as to enforcement of certain contract and other rights; and
|
•
|
inventory risk exposures.
|
|
Total Stores
|
|
Total Gross Retail Square Footage
|
|
Gross Retail Square Footage Range
|
|
Average Gross Retail Square Footage
|
|
Americas*:
|
|
|
|
|
||||
New York Flagship
|
1
|
|
45,500
|
|
45,500
|
|
45,500
|
|
Other stores
|
123
|
|
690,000
|
|
1,100-17,600
|
|
5,600
|
|
Asia-Pacific
|
91
|
|
282,400
|
|
700-13,400
|
|
3,100
|
|
Japan:
|
|
|
|
|
||||
Tokyo Ginza
|
1
|
|
13,300
|
|
13,300
|
|
13,300
|
|
Other stores
|
57
|
|
149,000
|
|
700-7,500
|
|
2,600
|
|
Europe:
|
|
|
|
|
||||
London Old Bond Street
|
1
|
|
22,400
|
|
22,400
|
|
22,400
|
|
Other stores
|
47
|
|
165,700
|
|
400-18,200
|
|
3,500
|
|
Emerging Markets
|
5
|
|
9,200
|
|
400-3,600
|
|
1,800
|
|
Total
|
326
|
|
1,377,500
|
|
400-45,500
|
|
4,200
|
|
|
1/31/15
|
|
1/31/16
|
|
1/31/17
|
|
1/31/18
|
|
1/31/19
|
|
1/31/20
|
|
Tiffany & Co.
|
$ 100.00
|
|
$ 75.10
|
|
$ 94.93
|
|
$ 131.35
|
|
$ 111.54
|
|
$ 172.32
|
|
S&P 500 Stock Index
|
100.00
|
|
99.33
|
|
119.24
|
|
150.73
|
|
147.24
|
|
179.17
|
|
S&P 500 Consumer Discretionary Index
|
100.00
|
|
107.77
|
|
125.53
|
|
161.93
|
|
164.71
|
|
192.26
|
|
(in millions, except per share amounts, percentages, ratios, stores and employees)
|
2019 b, c
|
|
2018 c
|
|
2017 d
|
|
2016 e
|
|
2015 f
|
|
|||||
EARNINGS DATA
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,424.0
|
|
$
|
4,442.1
|
|
$
|
4,169.8
|
|
$
|
4,001.8
|
|
$
|
4,104.9
|
|
Gross profit
|
2,761.9
|
|
2,811.0
|
|
2,610.7
|
|
2,499.0
|
|
2,505.2
|
|
|||||
Selling, general & administrative expenses
|
2,029.3
|
|
2,020.7
|
|
1,801.3
|
|
1,752.6
|
|
1,706.1
|
|
|||||
Earnings from operations
|
732.6
|
|
790.3
|
|
809.4
|
|
746.4
|
|
799.1
|
|
|||||
Net earnings
|
541.1
|
|
586.4
|
|
370.1
|
|
446.1
|
|
463.9
|
|
|||||
Net earnings per diluted share
|
4.45
|
|
4.75
|
|
2.96
|
|
3.55
|
|
3.59
|
|
|||||
Weighted-average number of diluted common shares
|
121.6
|
|
123.5
|
|
125.1
|
|
125.5
|
|
129.1
|
|
|||||
BALANCE SHEET AND CASH FLOW DATA
|
|
|
|
|
|
||||||||||
Total assets a
|
$
|
6,660.1
|
|
$
|
5,333.0
|
|
$
|
5,468.1
|
|
$
|
5,097.6
|
|
$
|
5,121.6
|
|
Cash and cash equivalents
|
874.7
|
|
792.6
|
|
970.7
|
|
928.0
|
|
843.6
|
|
|||||
Inventories, net
|
2,463.9
|
|
2,428.0
|
|
2,253.5
|
|
2,157.6
|
|
2,225.0
|
|
|||||
Short-term borrowings and long-term debt (including current portion)
|
1,032.0
|
|
996.8
|
|
1,003.5
|
|
1,107.1
|
|
1,095.8
|
|
|||||
Stockholders' equity
|
3,335.4
|
|
3,130.9
|
|
3,248.2
|
|
3,028.4
|
|
2,929.5
|
|
|||||
Working capital a
|
2,905.1
|
|
3,041.4
|
|
3,258.5
|
|
2,940.8
|
|
2,778.5
|
|
|||||
Cash flows from operating activities
|
670.9
|
|
531.8
|
|
932.2
|
|
705.7
|
|
817.4
|
|
|||||
Capital expenditures
|
320.6
|
|
282.1
|
|
239.3
|
|
222.8
|
|
252.7
|
|
|||||
Stockholders' equity per share
|
27.53
|
|
25.77
|
|
26.10
|
|
24.33
|
|
23.10
|
|
|||||
Cash dividends paid per share
|
2.29
|
|
2.15
|
|
1.95
|
|
1.75
|
|
1.58
|
|
|||||
RATIO ANALYSIS AND OTHER DATA
|
|
|
|
|
|
||||||||||
As a percentage of net sales:
|
|
|
|
|
|
||||||||||
Gross profit
|
62.4
|
%
|
63.3
|
%
|
62.6
|
%
|
62.4
|
%
|
61.0
|
%
|
|||||
Selling, general & administrative expenses
|
45.9
|
%
|
45.5
|
%
|
43.2
|
%
|
43.8
|
%
|
41.6
|
%
|
|||||
Earnings from operations
|
16.6
|
%
|
17.8
|
%
|
19.4
|
%
|
18.7
|
%
|
19.5
|
%
|
|||||
Net earnings
|
12.2
|
%
|
13.2
|
%
|
8.9
|
%
|
11.1
|
%
|
11.3
|
%
|
|||||
Capital expenditures
|
7.2
|
%
|
6.4
|
%
|
5.7
|
%
|
5.6
|
%
|
6.2
|
%
|
|||||
Return on average assets a
|
9.0
|
%
|
10.9
|
%
|
7.0
|
%
|
8.7
|
%
|
9.0
|
%
|
|||||
Return on average stockholders' equity
|
16.7
|
%
|
18.4
|
%
|
11.8
|
%
|
15.0
|
%
|
16.1
|
%
|
|||||
Total debt-to-equity ratio
|
30.9
|
%
|
31.8
|
%
|
30.9
|
%
|
36.6
|
%
|
37.4
|
%
|
|||||
Dividends as a percentage of net earnings
|
51.1
|
%
|
45.0
|
%
|
65.5
|
%
|
49.0
|
%
|
43.8
|
%
|
|||||
Company-operated TIFFANY & CO. stores
|
326
|
|
321
|
|
315
|
|
313
|
|
307
|
|
|||||
Number of employees
|
14,100
|
|
14,200
|
|
13,100
|
|
11,900
|
|
12,200
|
|
a.
|
In connection with the adoption of ASC 842 – Leases on February 1, 2019, the Company established a lease liability and corresponding right-of-use asset on the Consolidated Balance Sheet. The following amounts are recorded on the Consolidated Balance Sheet for operating leases as of January 31, 2020: (i) Operating lease right-of-use asset of $1.1 billion; (ii) Current portion of operating lease liabilities of $202.8 million and (iii) Long-term portion of operating lease liabilities of $1.0 billion. See "Item 8. Financial Statements and Supplementary Data - Note C. Summary of Significant Accounting Policies and Note K. Leases" for additional information.
|
b.
|
Financial information and ratios for 2019 include $21.2 million of pre-tax expense ($17.1 million after tax expense, or $0.14 per diluted share) related to the proposed Merger. See "Item 8. Financial Statements and Supplementary Data - Note B. Entry into Merger Agreement" for additional information.
|
c.
|
Financial information and ratios for 2019 and 2018 reflect a lower effective income tax rate, primarily resulting from the 2017 U.S. Tax Cuts and Jobs Act. See "Item 8. Financial Statements and Supplementary Data - Note P. Income Taxes" for additional information.
|
d.
|
Financial information and ratios for 2017 include $146.2 million, or $1.17 per diluted share, of net tax expense related to the enactment of the 2017 U.S. Tax Cuts and Jobs Act. See "Item 8. Financial Statements and Supplementary Data - Note P. Income Taxes" for additional information.
|
e.
|
Financial information and ratios for 2016 include the following amounts, totaling $38.0 million of pre-tax expense ($24.0 million after tax expense, or $0.19 per diluted share):
|
•
|
$25.4 million of pre-tax expense ($16.0 million after tax expense, or $0.13 per diluted share) associated with an asset impairment charge related to software costs capitalized in connection with the development of a finished goods inventory management and merchandising information system; and
|
•
|
$12.6 million of pre-tax expense ($8.0 million after tax expense, or $0.06 per diluted share) associated with impairment charges related to financing arrangements with diamond mining and exploration companies.
|
f.
|
Financial information and ratios for 2015 include the following amounts, totaling $46.7 million of pre-tax expense ($29.9 million after tax expense, or $0.24 per diluted share):
|
•
|
$37.9 million of pre-tax expense ($24.3 million after tax expense, or $0.19 per diluted share) associated with impairment charges related to a financing arrangement with Koidu Limited, a diamond mining and exploration company; and
|
•
|
$8.8 million of pre-tax expense ($5.6 million after tax expense, or $0.05 per diluted share) associated with severance related to staffing reductions and subleasing of certain office space for which only a portion of the Company's future rent obligations would be recovered.
|
•
|
Amplify an evolved brand message.
|
•
|
Renew the Company's product offerings and enhance in-store presentations.
|
•
|
Deliver an exciting omnichannel customer experience.
|
•
|
Strengthen the Company's competitive position and lead in key markets.
|
•
|
Cultivate a more efficient operating model.
|
•
|
Inspire an aligned and agile organization to win.
|
•
|
To achieve sustainable sales growth.
|
•
|
To increase retail productivity and profitability.
|
•
|
To achieve improved operating margins, through both improved gross margins and efficient expense management.
|
•
|
To improve inventory and other asset productivity and cash flow.
|
•
|
To maintain a capital structure that provides financial strength and the ability to invest in strategic initiatives.
|
•
|
Worldwide net sales were approximately unchanged compared to the prior year. Comparable sales decreased 1% from the prior year. On a constant-exchange-rate basis (see "Non-GAAP Measures" below), worldwide net sales increased 1% and comparable sales were approximately unchanged.
|
•
|
The Company added a net of five TIFFANY & CO. stores (opening four in Japan, two in the Americas, two in Asia-Pacific and one in Europe, while closing two stores in the Americas, one store in Asia-Pacific and one store in Japan) and relocated or renovated 18 existing stores. Gross retail square footage increased 3%, net.
|
•
|
Earnings from operations as a percentage of net sales ("operating margin") decreased 120 basis points, which included the impact of costs recorded in 2019 related to the proposed Merger, as described below under "Non-GAAP Measures." Excluding these costs, operating margin decreased 80 basis points due to a decrease in gross margin.
|
•
|
The Company's effective income tax rate increased to 21.6% in 2019 from 21.1% in 2018.
|
•
|
Net earnings decreased to $541.1 million, or $4.45 per diluted share, in 2019 from $586.4 million, or $4.75 per diluted share, in 2018. Net earnings in 2019 included the impact of costs related to the proposed Merger, as described below under "Non-GAAP Measures." Excluding these costs, net earnings decreased to $558.2 million, or $4.59 per diluted share.
|
•
|
Inventories, net did not change significantly from 2018.
|
•
|
Cash flow from operating activities was $670.9 million in 2019, compared with $531.8 million in 2018. Free cash flow (see "Non-GAAP Measures") was $350.3 million in 2019, compared with $249.7 million in 2018.
|
•
|
The Company returned capital to shareholders by paying regular quarterly dividends (which were increased 5% effective July 2019 to $0.58 per share, or an annualized rate of $2.32 per share) and by repurchasing 1.8 million shares of its Common Stock for $163.4 million.
|
|
2019
|
|
2018
|
||||||||||||||
|
GAAP
Reported
|
|
Translation
Effect
|
|
Constant-
Exchange-
Rate Basis
|
|
GAAP
Reported
|
|
Translation
Effect
|
|
Constant-
Exchange-
Rate Basis
|
||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Worldwide
|
—
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
7
|
%
|
|
1
|
%
|
|
6
|
%
|
Americas
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
—
|
|
|
5
|
|
Asia-Pacific
|
2
|
|
|
(3
|
)
|
|
5
|
|
|
13
|
|
|
—
|
|
|
13
|
|
Japan
|
1
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
6
|
|
Europe
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|
3
|
|
|
1
|
|
|
2
|
|
Other
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comparable Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Worldwide
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
Americas
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
—
|
|
|
5
|
|
Asia-Pacific
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Japan
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
7
|
|
|
2
|
|
|
5
|
|
Europe
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
Other
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
2019
|
|
2018
|
||||||||||||||
|
GAAP
Reported
|
|
Translation
Effect
|
|
Constant-
Exchange-
Rate Basis
|
|
GAAP
Reported
|
|
Translation
Effect
|
|
Constant-
Exchange-
Rate Basis
|
||||||
Jewelry sales by product category:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jewelry collections
|
2
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|
11
|
%
|
|
—
|
%
|
|
11
|
%
|
Engagement jewelry
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Designer jewelry
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
(in millions, except per share amounts)
|
GAAP
|
|
Charges related to the proposed Merger a
|
|
Non-GAAP
|
||||||
Year Ended January 31, 2020
|
|
|
|
|
|
||||||
Gross Profit
|
$
|
2,761.9
|
|
|
$
|
1.0
|
|
|
$
|
2,762.9
|
|
As a % of sales
|
62.4
|
%
|
|
0.1
|
%
|
|
62.5
|
%
|
|||
Selling, general & administrative expenses
|
2,029.3
|
|
|
(20.2
|
)
|
|
2,009.1
|
|
|||
As a % of sales
|
45.9
|
%
|
|
(0.5
|
)%
|
|
45.4
|
%
|
|||
Earnings from operations
|
732.6
|
|
|
$
|
21.2
|
|
|
753.8
|
|
||
As a % of sales
|
16.6
|
%
|
|
0.4
|
%
|
|
17.0
|
%
|
|||
Provision for income taxes
|
149.2
|
|
|
$
|
4.1
|
|
|
153.3
|
|
||
Effective income tax rate
|
21.6
|
%
|
|
(0.1
|
)
|
|
21.5
|
%
|
|||
Net earnings
|
541.1
|
|
|
17.1
|
|
|
558.2
|
|
|||
Diluted earnings per share
|
4.45
|
|
|
0.14
|
|
|
4.59
|
|
a
|
Costs recorded in 2019 related to the proposed Merger. See "Item 8. Financial Statements and Supplementary Data - Note B. Entry into Merger Agreement" for additional information.
|
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net cash provided by operating activities a
|
$
|
670.9
|
|
$
|
531.8
|
|
$
|
932.2
|
|
Less: Capital expenditures a
|
(320.6
|
)
|
(282.1
|
)
|
(239.3
|
)
|
|||
Free cash flow
|
$
|
350.3
|
|
$
|
249.7
|
|
$
|
692.9
|
|
a
|
See "Liquidity and Capital Resources" below for further information on the Company's cash flows.
|
(in millions)
|
|
2019
|
|
% of Total Net Sales
|
|
|
2018
|
|
% of Total Net Sales
|
|
|
2017
|
|
% of Total Net Sales
|
|
|
2019 vs 2018
% Change in Net Sales
|
|
|
2018 vs 2017
% Change in Net Sales
|
|
|||
Americas
|
|
$
|
1,924.0
|
|
43
|
%
|
|
$
|
1,960.3
|
|
44
|
%
|
|
$
|
1,870.9
|
|
45
|
%
|
|
(2
|
)%
|
|
5
|
%
|
Asia-Pacific
|
|
1,258.2
|
|
28
|
|
|
1,239.0
|
|
28
|
|
|
1,095.0
|
|
26
|
|
|
2
|
|
|
13
|
|
|||
Japan
|
|
649.8
|
|
15
|
|
|
643.0
|
|
15
|
|
|
596.3
|
|
14
|
|
|
1
|
|
|
8
|
|
|||
Europe
|
|
498.3
|
|
11
|
|
|
504.4
|
|
11
|
|
|
489.0
|
|
12
|
|
|
(1
|
)
|
|
3
|
|
|||
Other
|
|
93.7
|
|
2
|
|
|
95.4
|
|
2
|
|
|
118.6
|
|
3
|
|
|
(2
|
)
|
|
(20
|
)
|
|||
|
|
$
|
4,424.0
|
|
|
|
$
|
4,442.1
|
|
|
|
$
|
4,169.8
|
|
|
|
—
|
%
|
|
7
|
%
|
(in millions)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Jewelry collections
|
$
|
2,420.2
|
|
|
$
|
2,374.3
|
|
|
$
|
45.9
|
|
|
2
|
%
|
Engagement jewelry
|
1,139.5
|
|
|
1,157.4
|
|
|
(17.9
|
)
|
|
(2
|
)
|
|||
Designer jewelry
|
514.1
|
|
|
544.5
|
|
|
(30.4
|
)
|
|
(6
|
)
|
(in millions)
|
Comparable Sales
|
|
|
Non-comparable Sales
|
|
|
Wholesale/
Other
|
|
|
Total
|
|
||||
Americas
|
$
|
(39.4
|
)
|
|
$
|
3.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
(36.3
|
)
|
Asia-Pacific
|
(5.7
|
)
|
|
0.6
|
|
|
24.3
|
|
|
19.2
|
|
||||
Japan
|
2.4
|
|
|
4.7
|
|
|
(0.3
|
)
|
|
6.8
|
|
||||
Europe
|
(6.9
|
)
|
|
2.3
|
|
|
(1.5
|
)
|
|
(6.1
|
)
|
|
Average Price per Unit Sold
|
|
|
|||||
|
As Reported
|
|
|
Impact of Currency Translation
|
|
|
Number of
Units Sold |
|
Change in Jewelry Sales
|
|
|
|
|
|
|||
Americas
|
10
|
%
|
|
—
|
%
|
|
(12
|
)%
|
Asia-Pacific
|
8
|
|
|
(3
|
)
|
|
(7
|
)
|
Japan
|
3
|
|
|
1
|
|
|
(4
|
)
|
Europe
|
10
|
|
|
(3
|
)
|
|
(10
|
)
|
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
As reported:
|
|
|
|
|
|
||||||
Gross profit
|
$
|
2,761.9
|
|
|
$
|
2,811.0
|
|
|
$
|
2,610.7
|
|
Gross profit as a percentage of net sales
|
62.4
|
%
|
|
63.3
|
%
|
|
62.6
|
%
|
|||
On a Non-GAAP basis*:
|
|
|
|
|
|
||||||
Gross profit
|
$
|
2,762.9
|
|
|
|
|
|
||||
Gross profit as a percentage of net sales
|
62.5
|
%
|
|
|
|
|
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
As reported:
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
2,029.3
|
|
|
$
|
2,020.7
|
|
|
$
|
1,801.3
|
|
SG&A expenses as a percentage of net sales ("SG&A expense ratio")
|
45.9
|
%
|
|
45.5
|
%
|
|
43.2
|
%
|
|||
On a Non-GAAP basis*:
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
2,009.1
|
|
|
|
|
|
||||
SG&A expense ratio
|
45.4
|
%
|
|
|
|
|
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
As reported:
|
|
|
|
|
|
||||||
Earnings from operations
|
$
|
732.6
|
|
|
$
|
790.3
|
|
|
$
|
809.4
|
|
Operating margin
|
16.6
|
%
|
|
17.8
|
%
|
|
19.4
|
%
|
|||
On a Non-GAAP basis*:
|
|
|
|
|
|
||||||
Earnings from operations
|
$
|
753.8
|
|
|
|
|
|
||||
Operating margin
|
17.0
|
%
|
|
|
|
|
(in millions)
|
2019
|
|
|
% of Net
Sales
|
|
|
2018
|
|
|
% of Net
Sales
|
|
|
2017
|
|
|
% of Net
Sales
|
|
|||
Earnings from operations*:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
$
|
382.2
|
|
|
19.9
|
%
|
|
$
|
386.7
|
|
|
19.7
|
%
|
|
$
|
399.0
|
|
|
21.3
|
%
|
Asia-Pacific
|
254.3
|
|
|
20.2
|
|
|
311.5
|
|
|
25.1
|
|
|
287.7
|
|
|
26.3
|
|
|||
Japan
|
229.7
|
|
|
35.4
|
|
|
237.2
|
|
|
36.9
|
|
|
209.3
|
|
|
35.1
|
|
|||
Europe
|
83.1
|
|
|
16.7
|
|
|
86.2
|
|
|
17.1
|
|
|
90.4
|
|
|
18.5
|
|
|||
Other
|
11.3
|
|
|
12.1
|
|
|
(6.4
|
)
|
|
(6.7
|
)
|
|
3.6
|
|
|
3.0
|
|
|||
|
960.6
|
|
|
|
|
1,015.2
|
|
|
|
|
990.0
|
|
|
|
||||||
Unallocated corporate
expenses
|
(206.8
|
)
|
|
(4.7
|
)%
|
|
(224.9
|
)
|
|
(5.1
|
)%
|
|
(180.6
|
)
|
|
(4.3
|
)%
|
|||
Earnings from operations before other operating expenses
|
753.8
|
|
|
17.0
|
%
|
|
790.3
|
|
|
17.8
|
%
|
|
809.4
|
|
|
19.4
|
%
|
|||
Other operating expenses
|
(21.2
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Earnings from operations
|
$
|
732.6
|
|
|
16.6
|
%
|
|
$
|
790.3
|
|
|
17.8
|
%
|
|
$
|
809.4
|
|
|
19.4
|
%
|
*
|
Percentages represent earnings from operations as a percentage of each segment's net sales.
|
•
|
Americas – the ratio increased 20 basis points due to a decrease in the SG&A expense ratio, primarily resulting from decreased labor and incentive compensation costs and decreased marketing spending, largely offset by a decrease in gross margin;
|
•
|
Asia-Pacific – the ratio decreased 490 basis points due to sales deleverage on operating expenses largely attributed to business disruptions in Hong Kong, with store-related expenses in Asia Pacific growing at a higher rate than net sales, and a decrease in gross margin;
|
•
|
Japan – the ratio decreased 150 basis points primarily due to sales deleverage on operating expenses; and
|
•
|
Europe – the ratio decreased 40 basis points due to a decrease in gross margin, largely offset by a decrease in the SG&A expense ratio attributable to a decrease in marketing spending.
|
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
670.9
|
|
|
$
|
531.8
|
|
|
$
|
932.2
|
|
Investing activities
|
(279.3
|
)
|
|
(29.9
|
)
|
|
(481.1
|
)
|
|||
Financing activities
|
(307.9
|
)
|
|
(674.3
|
)
|
|
(421.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.6
|
)
|
|
(5.7
|
)
|
|
12.7
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
82.1
|
|
|
$
|
(178.1
|
)
|
|
$
|
42.7
|
|
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Short-term borrowings:
|
|
|
|
|
|
||||||
Proceeds from (repayments of) credit facility borrowings, net
|
$
|
1.5
|
|
|
$
|
(18.4
|
)
|
|
$
|
(67.8
|
)
|
Proceeds from other credit facility borrowings
|
133.1
|
|
|
49.3
|
|
|
39.2
|
|
|||
Repayments of other credit facility borrowings
|
(96.1
|
)
|
|
(32.0
|
)
|
|
(96.1
|
)
|
|||
Net proceeds from (repayments of) total borrowings
|
$
|
38.5
|
|
|
$
|
(1.1
|
)
|
|
$
|
(124.7
|
)
|
(in millions, except per share amounts)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Cost of repurchases
|
$
|
163.4
|
|
|
$
|
421.4
|
|
|
$
|
99.2
|
|
Shares repurchased and retired
|
1.8
|
|
|
3.5
|
|
|
1.0
|
|
|||
Average cost per share
|
$
|
91.15
|
|
|
$
|
121.28
|
|
|
$
|
94.86
|
|
(in millions)
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
|
|||||
Recorded contractual obligations:
|
|
|
|
|
|
||||||||||
Operating leases a
|
$
|
1,403.6
|
|
$
|
245.1
|
|
$
|
466.3
|
|
$
|
323.7
|
|
$
|
368.5
|
|
Short-term borrowings
|
147.9
|
|
147.9
|
|
—
|
|
—
|
|
—
|
|
|||||
Long-term debt b
|
891.9
|
|
—
|
|
50.0
|
|
250.0
|
|
591.9
|
|
|||||
Unrecorded contractual obligations:
|
|
|
|
|
|
||||||||||
Inventory purchase obligations c
|
229.8
|
|
229.8
|
|
—
|
|
—
|
|
—
|
|
|||||
Interest on debt d
|
557.4
|
|
35.9
|
|
70.7
|
|
67.4
|
|
383.4
|
|
|||||
Other contractual obligations e
|
152.1
|
|
97.3
|
|
44.9
|
|
6.2
|
|
3.7
|
|
|||||
|
$
|
3,382.7
|
|
$
|
756.0
|
|
$
|
631.9
|
|
$
|
647.3
|
|
$
|
1,347.5
|
|
a)
|
Includes the minimum rental commitments under non-cancelable operating leases primarily for retail stores, offices, warehouses and distribution facilities (includes imputed interest of $192.4 million, which is not reflected within operating lease liabilities on the Consolidated Balance Sheet as of January 31, 2020). See "Item 8. Financial Statements and Supplementary Data - Note K. Leases" for a discussion of the Company's operating leases.
|
b)
|
Amounts exclude any unamortized discount or premium.
|
c)
|
The Company will, from time to time, enter into arrangements to purchase rough diamonds that contain minimum purchase obligations. Inventory purchase obligations associated with these agreements have been estimated at approximately $30.0 million for 2020 and are included in this table. Purchases beyond 2020 that are contingent upon mine production have been excluded as they cannot be reasonably estimated.
|
d)
|
Excludes interest payments on amounts outstanding under available lines of credit, as the outstanding amounts fluctuate based on the Company's working capital needs.
|
e)
|
Consists primarily of technology licensing and service contracts, fixed royalty commitments, construction-in-progress and packaging supplies.
|
•
|
Cash contributions to the Company's pension plan and cash payments for other postretirement obligations. The Company funds its U.S. pension plan's trust in accordance with regulatory limits to provide for current service and for the unfunded benefit obligation over a reasonable period and for current service benefit
|
•
|
Unrecognized tax benefits of $19.7 million and accrued interest and penalties of $2.9 million at January 31, 2020. The final outcome of tax uncertainties is dependent upon various matters including tax examinations, interpretation of the applicable tax laws or expiration of statutes of limitations. The Company believes that its tax positions comply with applicable tax law and that it has adequately provided for these matters. However, the examinations may result in proposed assessments where the ultimate resolution may result in the Company owing additional taxes.
|
(in millions)
|
Total
Capacity
|
|
Borrowings Outstanding
|
|
Letters of Credit Issued
|
|
Available
Capacity
|
|
||||
Five-year revolving credit facility a, b
|
$
|
750.0
|
|
$
|
13.8
|
|
$
|
3.6
|
|
$
|
732.6
|
|
Other credit facilities c
|
247.9
|
|
134.1
|
|
—
|
|
113.8
|
|
||||
|
$
|
997.9
|
|
$
|
147.9
|
|
$
|
3.6
|
|
$
|
846.4
|
|
a)
|
Matures in 2023.
|
b)
|
The aggregate amount of borrowings that the Company is currently authorized to have outstanding under the Commercial Paper Program and the Credit Facility is $750.0 million. As of January 31, 2020, there were no borrowings outstanding under the Commercial Paper Program.
|
c)
|
Maturities through 2022.
|
Cross-Currency Swap
|
|
Notional Amount
|
|||||
Effective Date
|
Maturity Date
|
(in millions)
|
(in millions)
|
||||
July 2016
|
October 2024
|
¥
|
10,620.0
|
|
$
|
100.0
|
|
March 2017
|
April 2027
|
¥
|
11,000.0
|
|
96.1
|
|
|
May 2017
|
April 2027
|
¥
|
5,634.5
|
|
50.0
|
|
|
August 2019
|
August 2026
|
€
|
21.1
|
|
23.6
|
|
|
January 31,
|
|
|||||
(in millions, except per share amounts)
|
2020
|
|
|
2019
|
|
||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
874.7
|
|
|
$
|
792.6
|
|
Short-term investments
|
22.7
|
|
|
62.7
|
|
||
Accounts receivable, net
|
240.0
|
|
|
245.4
|
|
||
Inventories, net
|
2,463.9
|
|
|
2,428.0
|
|
||
Prepaid expenses and other current assets
|
274.2
|
|
|
230.8
|
|
||
Total current assets
|
3,875.5
|
|
|
3,759.5
|
|
||
|
|
|
|
||||
Operating lease right-of-use assets
|
1,102.7
|
|
|
—
|
|
||
Property, plant and equipment, net
|
1,098.8
|
|
|
1,026.7
|
|
||
Deferred income taxes
|
225.2
|
|
|
215.8
|
|
||
Other assets, net
|
357.9
|
|
|
331.0
|
|
||
|
$
|
6,660.1
|
|
|
$
|
5,333.0
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
147.9
|
|
|
$
|
113.4
|
|
Accounts payable and accrued liabilities
|
541.5
|
|
|
513.4
|
|
||
Current portion of operating lease liabilities
|
202.8
|
|
|
—
|
|
||
Income taxes payable
|
16.4
|
|
|
21.4
|
|
||
Merchandise credits and deferred revenue
|
61.8
|
|
|
69.9
|
|
||
Total current liabilities
|
970.4
|
|
|
718.1
|
|
||
|
|
|
|
||||
Long-term debt
|
884.1
|
|
|
883.4
|
|
||
Pension/postretirement benefit obligations
|
374.5
|
|
|
312.4
|
|
||
Deferred gains on sale-leasebacks
|
—
|
|
|
31.1
|
|
||
Long-term portion of operating lease liabilities
|
1,008.4
|
|
|
—
|
|
||
Other long-term liabilities
|
87.3
|
|
|
257.1
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred Stock, $0.01 par value; authorized 2.0 shares, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value; authorized 240.0 shares, issued and outstanding 121.2 and 121.5
|
1.2
|
|
|
1.2
|
|
||
Additional paid-in capital
|
1,387.3
|
|
|
1,275.4
|
|
||
Retained earnings
|
2,207.6
|
|
|
2,045.6
|
|
||
Accumulated other comprehensive loss, net of tax
|
(273.2
|
)
|
|
(204.8
|
)
|
||
Total Tiffany & Co. stockholders' equity
|
3,322.9
|
|
|
3,117.4
|
|
||
Non-controlling interests
|
12.5
|
|
|
13.5
|
|
||
Total stockholders' equity
|
3,335.4
|
|
|
3,130.9
|
|
||
|
$
|
6,660.1
|
|
|
$
|
5,333.0
|
|
|
|
|
|
||||
See notes to consolidated financial statements.
|
|
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions, except per share amounts)
|
2020
|
|
2019
|
|
2018
|
|
|||
Net sales
|
$
|
4,424.0
|
|
$
|
4,442.1
|
|
$
|
4,169.8
|
|
Cost of sales
|
1,662.1
|
|
1,631.1
|
|
1,559.1
|
|
|||
Gross profit
|
2,761.9
|
|
2,811.0
|
|
2,610.7
|
|
|||
Selling, general and administrative expenses
|
2,029.3
|
|
2,020.7
|
|
1,801.3
|
|
|||
Earnings from operations
|
732.6
|
|
790.3
|
|
809.4
|
|
|||
Interest expense and financing costs
|
38.5
|
|
39.7
|
|
42.0
|
|
|||
Other expense, net
|
3.8
|
|
7.1
|
|
6.9
|
|
|||
Earnings from operations before income taxes
|
690.3
|
|
743.5
|
|
760.5
|
|
|||
Provision for income taxes
|
149.2
|
|
157.1
|
|
390.4
|
|
|||
Net earnings
|
$
|
541.1
|
|
$
|
586.4
|
|
$
|
370.1
|
|
Net earnings per share:
|
|
|
|
||||||
Basic
|
$
|
4.47
|
|
$
|
4.77
|
|
$
|
2.97
|
|
Diluted
|
$
|
4.45
|
|
$
|
4.75
|
|
$
|
2.96
|
|
Weighted-average number of common shares:
|
|
|
|
||||||
Basic
|
121.1
|
|
122.9
|
|
124.5
|
|
|||
Diluted
|
121.6
|
|
123.5
|
|
125.1
|
|
|||
|
|
|
|
||||||
See notes to consolidated financial statements.
|
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Net earnings
|
$
|
541.1
|
|
$
|
586.4
|
|
$
|
370.1
|
|
Other comprehensive (loss) earnings, net of tax
|
|
|
|
||||||
Foreign currency translation adjustments
|
(22.4
|
)
|
(60.2
|
)
|
95.7
|
|
|||
Unrealized loss on marketable securities
|
—
|
|
—
|
|
(2.6
|
)
|
|||
Unrealized gain (loss) on hedging instruments
|
34.7
|
|
(1.6
|
)
|
(6.8
|
)
|
|||
Unrealized (loss) gain on benefit plans
|
(54.7
|
)
|
(6.8
|
)
|
31.9
|
|
|||
Total other comprehensive (loss) earnings, net of tax
|
(42.4
|
)
|
(68.6
|
)
|
118.2
|
|
|||
Comprehensive earnings
|
$
|
498.7
|
|
$
|
517.8
|
|
$
|
488.3
|
|
|
|
|
|
||||||
See notes to consolidated financial statements.
|
|
|
|
|
Total
Stockholders' Equity |
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Non-
Controlling
Interests
|
|||||||||||||||
(in millions)
|
Shares
|
|
Amount
|
|||||||||||||||||||||||
Balance at January 31, 2017
|
$
|
3,028.4
|
|
|
$
|
2,078.3
|
|
|
$
|
(256.2
|
)
|
|
124.5
|
|
|
$
|
1.2
|
|
|
$
|
1,190.2
|
|
|
$
|
14.9
|
|
Exercise of stock options and vesting of restricted stock units ("RSUs")
|
54.6
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
54.6
|
|
|
—
|
|
||||||
Shares withheld related to net share settlement of share-based compensation
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
||||||
Share-based compensation expense
|
28.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
|
—
|
|
||||||
Purchase and retirement of Common Stock
|
(99.2
|
)
|
|
(90.8
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
(242.6
|
)
|
|
(242.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accrued dividends on share-based awards
|
(0.8
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive earnings, net of tax
|
118.2
|
|
|
—
|
|
|
118.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings
|
370.1
|
|
|
370.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-controlling interests
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Balance at January 31, 2018
|
3,248.2
|
|
|
2,114.2
|
|
|
(138.0
|
)
|
|
124.5
|
|
|
1.2
|
|
|
1,256.0
|
|
|
14.8
|
|
||||||
Exercise of stock options and vesting of RSUs
|
23.1
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
||||||
Shares withheld related to net share settlement of share-based compensation
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
||||||
Share-based compensation expense
|
34.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
|
—
|
|
||||||
Purchase and retirement of Common Stock
|
(421.4
|
)
|
|
(392.1
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(29.3
|
)
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
(263.8
|
)
|
|
(263.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accrued dividends on share-based awards
|
(1.1
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||
Cumulative effect adjustment from adoption of new accounting standards
|
3.9
|
|
|
2.1
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive loss, net of tax
|
(68.6
|
)
|
|
—
|
|
|
(68.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings
|
586.4
|
|
|
586.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-controlling interests
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||||
Balance at January 31, 2019
|
3,130.9
|
|
|
2,045.6
|
|
|
(204.8
|
)
|
|
121.5
|
|
|
1.2
|
|
|
1,275.4
|
|
|
13.5
|
|
||||||
Exercise of stock options and vesting of RSUs
|
108.4
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
108.4
|
|
|
—
|
|
||||||
Shares withheld related to net share settlement of share-based compensation
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
||||||
Share-based compensation expense
|
33.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.4
|
|
|
—
|
|
||||||
Purchase and retirement of Common Stock
|
(163.4
|
)
|
|
(148.0
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(15.4
|
)
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
(276.3
|
)
|
|
(276.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accrued dividends on share-based awards
|
(1.9
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||||
Cumulative effect adjustment from adoption of new accounting standards
|
21.8
|
|
|
47.8
|
|
|
(26.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss, net of tax
|
(42.4
|
)
|
|
—
|
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings
|
541.1
|
|
|
541.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-controlling interests
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||
Balance at January 31, 2020
|
$
|
3,335.4
|
|
|
$
|
2,207.6
|
|
|
$
|
(273.2
|
)
|
|
121.2
|
|
|
$
|
1.2
|
|
|
$
|
1,387.3
|
|
|
$
|
12.5
|
|
See notes to consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended January 31,
|
|
|||||||||
(in millions)
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
541.1
|
|
|
$
|
586.4
|
|
|
$
|
370.1
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|||||||||||
Depreciation and amortization
|
259.7
|
|
|
229.0
|
|
|
206.9
|
|
|||
Amortization of gain on sale-leasebacks
|
—
|
|
|
(8.4
|
)
|
|
(8.2
|
)
|
|||
Provision for inventories
|
21.6
|
|
|
54.4
|
|
|
28.9
|
|
|||
Deferred income taxes
|
6.6
|
|
|
(21.3
|
)
|
|
96.8
|
|
|||
Provision for pension/postretirement benefits
|
29.4
|
|
|
35.7
|
|
|
35.0
|
|
|||
Share-based compensation expense
|
33.2
|
|
|
34.1
|
|
|
28.0
|
|
|||
Loan impairment charges
|
—
|
|
|
—
|
|
|
3.0
|
|
|||
Asset impairment charges
|
—
|
|
|
—
|
|
|
10.0
|
|
|||
(Gains) losses on sales of marketable securities
|
(2.6
|
)
|
|
2.3
|
|
|
(3.5
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
3.7
|
|
|
(30.8
|
)
|
|
7.0
|
|
|||
Inventories
|
(72.7
|
)
|
|
(270.5
|
)
|
|
(52.9
|
)
|
|||
Prepaid expenses and other current assets
|
(36.3
|
)
|
|
(11.3
|
)
|
|
(28.8
|
)
|
|||
Other assets, net
|
(35.6
|
)
|
|
(22.2
|
)
|
|
(3.7
|
)
|
|||
Accounts payable and accrued liabilities
|
33.0
|
|
|
53.7
|
|
|
98.8
|
|
|||
Income taxes payable
|
(90.9
|
)
|
|
(104.6
|
)
|
|
149.7
|
|
|||
Merchandise credits and deferred revenue
|
(7.3
|
)
|
|
(1.0
|
)
|
|
6.2
|
|
|||
Other long-term liabilities
|
(12.0
|
)
|
|
6.3
|
|
|
(11.1
|
)
|
|||
Net cash provided by operating activities
|
670.9
|
|
|
531.8
|
|
|
932.2
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of marketable securities and short-term investments
|
(53.0
|
)
|
|
(154.1
|
)
|
|
(598.0
|
)
|
|||
Proceeds from sales of marketable securities and short-term investments
|
90.0
|
|
|
394.1
|
|
|
351.4
|
|
|||
Capital expenditures
|
(320.6
|
)
|
|
(282.1
|
)
|
|
(239.3
|
)
|
|||
Other, net
|
4.3
|
|
|
12.2
|
|
|
4.8
|
|
|||
Net cash used in investing activities
|
(279.3
|
)
|
|
(29.9
|
)
|
|
(481.1
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from (repayment of) credit facility borrowings, net
|
1.5
|
|
|
(18.4
|
)
|
|
(67.8
|
)
|
|||
Proceeds from other credit facility borrowings
|
133.1
|
|
|
49.3
|
|
|
39.2
|
|
|||
Repayment of other credit facility borrowings
|
(96.1
|
)
|
|
(32.0
|
)
|
|
(96.1
|
)
|
|||
Repurchase of Common Stock
|
(163.4
|
)
|
|
(421.4
|
)
|
|
(99.2
|
)
|
|||
Proceeds from exercised stock options
|
108.4
|
|
|
23.1
|
|
|
54.6
|
|
|||
Payments related to tax withholding for share-based payment arrangements
|
(15.1
|
)
|
|
(8.6
|
)
|
|
(8.7
|
)
|
|||
Cash dividends on Common Stock
|
(276.3
|
)
|
|
(263.8
|
)
|
|
(242.6
|
)
|
|||
Distribution to non-controlling interest
|
—
|
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|||
Financing fees
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(307.9
|
)
|
|
(674.3
|
)
|
|
(421.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.6
|
)
|
|
(5.7
|
)
|
|
12.7
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
82.1
|
|
|
(178.1
|
)
|
|
42.7
|
|
|||
Cash and cash equivalents at beginning of year
|
792.6
|
|
|
970.7
|
|
|
928.0
|
|
|||
Cash and cash equivalents at end of year
|
$
|
874.7
|
|
|
$
|
792.6
|
|
|
$
|
970.7
|
|
See notes to consolidated financial statements.
|
|
|
|
|
|
A.
|
NATURE OF BUSINESS
|
•
|
Americas includes sales in Company-operated TIFFANY & CO. stores in the United States, Canada and Latin America, as well as sales of TIFFANY & CO. products in certain markets through Internet, catalog, business-to-business and wholesale operations;
|
•
|
Asia-Pacific includes sales in Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet, business-to-business and wholesale operations;
|
•
|
Japan includes sales in Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products through Internet, business-to-business and wholesale operations;
|
•
|
Europe includes sales in Company-operated TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations; and
|
•
|
Other consists of all non-reportable segments. Other includes the Emerging Markets region, which includes sales in Company-operated TIFFANY & CO. stores and wholesale operations in the Middle East. In addition, Other includes wholesale sales of diamonds as well as earnings from third-party licensing agreements.
|
B.
|
ENTRY INTO MERGER AGREEMENT
|
C.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Buildings
|
39 years
|
Machinery and equipment
|
5-15 years
|
Office equipment
|
3-8 years
|
Software
|
5-10 years
|
Furniture and fixtures
|
3-10 years
|
|
January 31, 2020
|
January 31, 2019
|
||||||||||
(in millions)
|
Gross Carrying Amount
|
Accumulated Amortization
|
Gross Carrying
Amount
|
Accumulated Amortization
|
||||||||
Product rights
|
$
|
48.9
|
|
$
|
(18.4
|
)
|
$
|
48.9
|
|
$
|
(16.0
|
)
|
Key money
|
32.2
|
|
(6.3
|
)
|
34.1
|
|
(6.0
|
)
|
||||
Trademarks
|
2.5
|
|
(2.5
|
)
|
2.5
|
|
(2.5
|
)
|
||||
|
$
|
83.6
|
|
$
|
(27.2
|
)
|
$
|
85.5
|
|
$
|
(24.5
|
)
|
(in millions)
|
Americas
|
Asia-Pacific
|
Japan
|
Europe
|
Other
|
Total
|
||||||||||||
January 31, 2018
|
$
|
12.2
|
|
$
|
0.3
|
|
$
|
1.0
|
|
$
|
1.1
|
|
$
|
24.5
|
|
$
|
39.1
|
|
Translation
|
(0.1
|
)
|
—
|
|
—
|
|
—
|
|
(0.3
|
)
|
(0.4
|
)
|
||||||
January 31, 2019
|
12.1
|
|
0.3
|
|
1.0
|
|
1.1
|
|
24.2
|
|
38.7
|
|
||||||
Translation
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
(0.3
|
)
|
||||||
January 31, 2020
|
$
|
12.0
|
|
$
|
0.3
|
|
$
|
0.9
|
|
$
|
1.1
|
|
$
|
24.1
|
|
$
|
38.4
|
|
|
Years Ended January 31,
|
|
|||||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales*:
|
|
|
|
|
|
||||||
Jewelry collections
|
$
|
2,420.2
|
|
|
$
|
2,374.3
|
|
|
$
|
2,146.6
|
|
Engagement jewelry
|
1,139.5
|
|
|
1,157.4
|
|
|
1,111.9
|
|
|||
Designer jewelry
|
514.1
|
|
|
544.5
|
|
|
551.2
|
|
|||
All other
|
350.2
|
|
|
365.9
|
|
|
360.1
|
|
|||
|
$
|
4,424.0
|
|
|
$
|
4,442.1
|
|
|
$
|
4,169.8
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Net earnings for basic and diluted EPS
|
$
|
541.1
|
|
$
|
586.4
|
|
$
|
370.1
|
|
Weighted-average shares for basic EPS
|
121.1
|
|
122.9
|
|
124.5
|
|
|||
Incremental shares based upon the assumed exercise of stock options and unvested restricted stock units
|
0.5
|
|
0.6
|
|
0.6
|
|
|||
Weighted-average shares for diluted EPS
|
121.6
|
|
123.5
|
|
125.1
|
|
•
|
The establishment of a lease liability of approximately $1.2 billion and a corresponding right-of-use asset;
|
•
|
The reclassification of existing balances in respect of unamortized lease incentives and lease straight-line liabilities from Other long-term liabilities to Operating lease right-of-use assets; and
|
•
|
The reclassification of $31.1 million of deferred gains on sale-leasebacks, and related deferred tax assets of $9.5 million, to opening retained earnings.
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Interest, net of interest capitalization
|
$
|
40.8
|
|
$
|
40.6
|
|
$
|
41.5
|
|
Income taxes
|
$
|
232.8
|
|
$
|
291.4
|
|
$
|
156.2
|
|
|
January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Accrued capital expenditures
|
$
|
26.1
|
|
$
|
11.0
|
|
$
|
20.1
|
|
E.
|
INVENTORIES
|
|
January 31,
|
|
||||
(in millions)
|
2020
|
|
2019
|
|
||
Finished goods
|
$
|
1,532.5
|
|
$
|
1,484.3
|
|
Raw materials
|
776.8
|
|
781.8
|
|
||
Work-in-process
|
154.6
|
|
161.9
|
|
||
Inventories, net
|
$
|
2,463.9
|
|
$
|
2,428.0
|
|
F.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
January 31,
|
|
||||
(in millions)
|
2020
|
|
2019
|
|
||
Land
|
$
|
41.7
|
|
$
|
41.8
|
|
Buildings
|
122.3
|
|
122.6
|
|
||
Leasehold and building improvements
|
1,489.9
|
|
1,378.1
|
|
||
Office equipment
|
300.1
|
|
286.0
|
|
||
Software
|
506.0
|
|
452.2
|
|
||
Furniture and fixtures
|
333.1
|
|
315.0
|
|
||
Machinery and equipment
|
208.2
|
|
197.8
|
|
||
Construction-in-progress
|
158.0
|
|
98.7
|
|
||
|
3,159.3
|
|
2,892.2
|
|
||
Accumulated depreciation and amortization
|
(2,060.5
|
)
|
(1,865.5
|
)
|
||
|
$
|
1,098.8
|
|
$
|
1,026.7
|
|
G.
|
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
January 31,
|
|
||||
(in millions)
|
2020
|
|
2019
|
|
||
Accounts payable - trade
|
$
|
261.3
|
|
$
|
217.1
|
|
Accrued compensation and commissions
|
90.8
|
|
120.9
|
|
||
Other
|
189.4
|
|
175.4
|
|
||
|
$
|
541.5
|
|
$
|
513.4
|
|
H.
|
DEBT
|
|
|
January 31,
|
|
|||
(in millions)
|
2020
|
|
2019
|
|
||
Short-term borrowings:
|
|
|
||||
Credit Facilities
|
$
|
13.8
|
|
$
|
13.5
|
|
Other credit facilities
|
134.1
|
|
99.9
|
|
||
|
$
|
147.9
|
|
$
|
113.4
|
|
Long-term debt:
|
|
|
||||
Unsecured Senior Notes:
|
|
|
||||
2012 4.40% Series B Notes, due July 2042 a
|
$
|
250.0
|
|
$
|
250.0
|
|
2014 3.80% Senior Notes, due October 2024 b, c
|
250.0
|
|
250.0
|
|
||
2014 4.90% Senior Notes, due October 2044 b, c
|
300.0
|
|
300.0
|
|
||
2016 0.78% Senior Notes, due August 2026 b, d
|
91.9
|
|
91.8
|
|
||
|
891.9
|
|
891.8
|
|
||
Less: unamortized discounts and debt issuance costs
|
(7.8
|
)
|
(8.4
|
)
|
||
|
$
|
884.1
|
|
$
|
883.4
|
|
a
|
The agreements governing these Senior Notes require repayments of $50.0 million in aggregate every five years beginning in July 2022.
|
b
|
These agreements require lump sum repayments upon maturity.
|
c
|
These Senior Notes were issued at a discount, which will be amortized until the debt maturity.
|
d
|
These Senior Notes were issued at par, ¥10.0 billion.
|
Years Ending January 31,
|
Amount a
(in millions)
|
|
|
2021
|
$
|
—
|
|
2022
|
—
|
|
|
2023
|
50.0
|
|
|
2024
|
—
|
|
|
2025
|
250.0
|
|
|
Thereafter
|
591.9
|
|
|
|
$
|
891.9
|
|
a
|
Amounts exclude any unamortized discount or premium.
|
•
|
Fair Value Hedge – A hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment. For fair value hedge transactions, the changes in the fair value of the derivative and changes in the fair value of the item being hedged are recorded in current earnings.
|
•
|
Cash Flow Hedge – A hedge of the exposure to variability in the cash flows of a recognized asset, liability or a forecasted transaction. For cash flow hedge transactions, the changes in fair value of derivatives is reported as other comprehensive income ("OCI") and is recognized in current earnings in the period or periods during which the hedged transaction affects current earnings.
|
Cross-Currency Swap
|
|
Notional Amount
|
|||||
Effective Date
|
Maturity Date
|
(in millions)
|
(in millions)
|
||||
July 2016
|
October 2024
|
¥
|
10,620.0
|
|
$
|
100.0
|
|
March 2017
|
April 2027
|
¥
|
11,000.0
|
|
$
|
96.1
|
|
May 2017
|
April 2027
|
¥
|
5,634.5
|
|
$
|
50.0
|
|
August 2019
|
August 2026
|
€
|
21.1
|
|
$
|
23.6
|
|
(in millions)
|
|
Notional Amount
|
|
|
USD Equivalent
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
||
Japanese yen
|
¥
|
19,917.3
|
|
$
|
187.4
|
|
British pound
|
£
|
13.2
|
|
|
17.1
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||
U.S. dollar
|
$
|
130.0
|
|
$
|
130.0
|
|
Euro
|
€
|
6.8
|
|
|
7.6
|
|
Australian dollar
|
AU$
|
23.2
|
|
|
15.7
|
|
Czech koruna
|
CZK
|
142.7
|
|
|
6.1
|
|
Japanese yen
|
¥
|
2,320.5
|
|
|
21.2
|
|
New Zealand dollar
|
NZ$
|
10.2
|
|
|
6.8
|
|
Singapore dollar
|
S$
|
20.9
|
|
|
15.2
|
|
Chinese renminbi
|
CNY
|
361.2
|
|
|
51.6
|
|
Canadian dollar
|
CAD
|
15.9
|
|
|
12.2
|
|
Danish kroner
|
DKK
|
52.6
|
|
|
7.8
|
|
Korean won
|
KRW
|
29,019.0
|
|
|
24.8
|
|
|
Year Ended January 31, 2020
|
|
||||||||||
(in millions)
|
Cost of sales
|
Interest expense and financing costs
|
Other expense, net
|
Other comprehensive loss, net of tax
|
||||||||
Reported amounts of financial statement line items in which effects of cash flow hedges are recorded
|
$
|
1,662.1
|
|
$
|
38.5
|
|
$
|
3.8
|
|
$
|
(42.4
|
)
|
Derivatives in Cash Flow Hedging
Relationships: |
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
|
|
|
||||||||
Pre-tax gain recognized in OCI
|
—
|
|
—
|
|
—
|
|
5.4
|
|
||||
Pre-tax gain reclassified from accumulated OCI into earnings
|
(4.1
|
)
|
—
|
|
—
|
|
4.1
|
|
||||
Precious metal collars
|
|
|
|
|
||||||||
Pre-tax gain reclassified from accumulated OCI into earnings
|
(0.3
|
)
|
—
|
|
—
|
|
0.3
|
|
||||
Precious metal forward contracts
|
|
|
|
|
||||||||
Pre-tax gain recognized in OCI
|
—
|
|
—
|
|
—
|
|
18.1
|
|
||||
Pre-tax loss reclassified from accumulated OCI into earnings
|
2.8
|
|
—
|
|
—
|
|
(2.8
|
)
|
||||
Cross-currency swaps
|
|
|
|
|
||||||||
Pre-tax gain recognized in OCI
|
—
|
|
—
|
|
—
|
|
27.0
|
|
||||
Pre-tax gain reclassified from accumulated OCI into earnings
|
—
|
|
(6.1
|
)
|
(0.1
|
)
|
6.2
|
|
||||
Forward-starting interest rate swaps
|
|
|
|
|
||||||||
Pre-tax loss reclassified from accumulated OCI into earnings
|
—
|
|
1.3
|
|
—
|
|
(1.3
|
)
|
|
Year Ended January 31, 2019
|
|
||||||||||
(in millions)
|
Cost of sales
|
Interest expense and financing costs
|
Other expense, net
|
Other comprehensive loss, net of tax
|
||||||||
Reported amounts of financial statement line items in which effects of cash flow hedges are recorded
|
$
|
1,631.1
|
|
$
|
39.7
|
|
$
|
7.1
|
|
$
|
(68.6
|
)
|
Derivatives in Cash Flow Hedging
Relationships: |
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
|
|
|
||||||||
Pre-tax gain recognized in OCI
|
—
|
|
—
|
|
—
|
|
5.8
|
|
||||
Pre-tax gain reclassified from accumulated OCI into earnings
|
(2.6
|
)
|
—
|
|
—
|
|
2.6
|
|
||||
Precious metal collars
|
|
|
|
|
||||||||
Pre-tax gain reclassified from accumulated OCI into earnings
|
(0.6
|
)
|
—
|
|
—
|
|
0.6
|
|
||||
Precious metal forward contracts
|
|
|
|
|
||||||||
Pre-tax loss recognized in OCI
|
—
|
|
—
|
|
—
|
|
(7.2
|
)
|
||||
Pre-tax loss reclassified from accumulated OCI into earnings
|
1.0
|
|
—
|
|
—
|
|
(1.0
|
)
|
||||
Cross-currency swaps
|
|
|
|
|
||||||||
Pre-tax gain recognized in OCI
|
—
|
|
—
|
|
—
|
|
0.3
|
|
||||
Pre-tax gain reclassified from accumulated OCI into earnings
|
—
|
|
—
|
|
(0.4
|
)
|
0.4
|
|
||||
Forward-starting interest rate swaps
|
|
|
|
|
||||||||
Pre-tax loss reclassified from accumulated OCI into earnings
|
—
|
|
1.4
|
|
—
|
|
(1.4
|
)
|
J.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Time deposits a
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.7
|
|
Marketable securities b
|
39.3
|
|
|
—
|
|
|
—
|
|
|
39.3
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts c
|
—
|
|
|
13.0
|
|
|
—
|
|
|
13.0
|
|
||||
Foreign exchange forward contracts c
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||
Cross-currency swaps c
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts c
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Total financial assets
|
$
|
62.0
|
|
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
82.7
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts d
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Foreign exchange forward contracts d
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Cross-currency swaps d
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts d
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Time deposits a
|
$
|
62.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62.7
|
|
Marketable securities b
|
36.3
|
|
|
—
|
|
|
—
|
|
|
$
|
36.3
|
|
|||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts c
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
||||
Foreign exchange forward contracts c
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts c
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Total financial assets
|
$
|
99.0
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
106.9
|
|
a
|
Included within Short-term investments.
|
b
|
Included within Other assets, net.
|
c
|
Included within Prepaid expenses and other current assets or Other assets, net based on the maturity of the contract.
|
d
|
Included within Accounts payable and accrued liabilities or Other long-term liabilities based on the maturity of the contract.
|
K.
|
LEASES
|
(in millions)
|
Year Ended January 31, 2020
|
|
|
Fixed operating lease expense
|
$
|
313.8
|
|
Variable operating lease expense
|
156.4
|
|
|
Sublease income
|
(5.3
|
)
|
|
Net lease expense
|
$
|
464.9
|
|
(in millions)
|
Year Ended January 31, 2020
|
|
|
Cash outflows from operating activities attributable to operating leases
|
$
|
314.1
|
|
Right-of-use assets obtained in exchange for operating leases liabilities
|
312.4
|
|
Years ending January 31,
|
Minimum Lease Payments as of January 31, 2020
(in millions)
|
||
2021
|
$
|
245.1
|
|
2022
|
255.2
|
|
|
2023
|
211.1
|
|
|
2024
|
178.9
|
|
|
2025
|
144.8
|
|
|
Thereafter
|
368.5
|
|
|
Total minimum lease payments
|
1,403.6
|
|
|
Less: amount of total minimum lease payments representing interest
|
(192.4
|
)
|
|
Present value of future total minimum lease payments
|
1,211.2
|
|
|
Less: current portion of operating lease liabilities
|
(202.8
|
)
|
|
Long-term portion of operating lease liabilities
|
$
|
1,008.4
|
|
Years ending January 31,
|
Minimum Lease Payments as of January 31, 2019
(in millions)
|
||
2020
|
$
|
292.8
|
|
2021
|
239.2
|
|
|
2022
|
212.8
|
|
|
2023
|
177.4
|
|
|
2024
|
146.8
|
|
|
Thereafter
|
438.0
|
|
|
Total minimum lease payments
|
$
|
1,507.0
|
|
|
Years Ended January 31,
|
|
||||
(in millions)
|
2019
|
|
2018
|
|
||
Minimum rent for retail locations
|
$
|
225.1
|
|
$
|
206.6
|
|
Contingent rent based on sales
|
167.9
|
|
151.6
|
|
||
Office, distribution and manufacturing facilities and equipment
|
43.8
|
|
44.8
|
|
||
Gains on sale-leaseback arrangements
|
(8.4
|
)
|
(8.2
|
)
|
||
Sublease income
|
(5.2
|
)
|
(4.5
|
)
|
||
|
$
|
423.2
|
|
$
|
390.3
|
|
|
January 31,
|
|
|||||
(in millions)
|
2020
|
|
|
2019
|
|
||
Accumulated other comprehensive loss, net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
(130.4
|
)
|
|
$
|
(108.2
|
)
|
Deferred hedging gain (loss)
|
5.4
|
|
|
(24.5
|
)
|
||
Net unrealized loss on benefit plans
|
(148.2
|
)
|
|
(72.1
|
)
|
||
|
$
|
(273.2
|
)
|
|
$
|
(204.8
|
)
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Foreign currency translation adjustments
|
$
|
(21.3
|
)
|
$
|
(62.9
|
)
|
$
|
97.9
|
|
Income tax (expense) benefit
|
(1.1
|
)
|
2.7
|
|
(2.2
|
)
|
|||
Foreign currency translation adjustments, net of tax
|
(22.4
|
)
|
(60.2
|
)
|
95.7
|
|
|||
Unrealized gain on marketable securities
|
—
|
|
—
|
|
0.2
|
|
|||
Reclassification for gain included in net earnings
|
—
|
|
—
|
|
(3.5
|
)
|
|||
Income tax benefit
|
—
|
|
—
|
|
0.7
|
|
|||
Unrealized loss on marketable securities, net of tax
|
—
|
|
—
|
|
(2.6
|
)
|
|||
Unrealized gain (loss) on hedging instruments
|
50.5
|
|
(1.1
|
)
|
(21.0
|
)
|
|||
Reclassification adjustment for (gain) loss included in
net earnings a
|
(6.5
|
)
|
(1.2
|
)
|
13.0
|
|
|||
Income tax (expense) benefit
|
(9.3
|
)
|
0.7
|
|
1.2
|
|
|||
Unrealized gain (loss) on hedging instruments, net of tax
|
34.7
|
|
(1.6
|
)
|
(6.8
|
)
|
|||
Net actuarial (loss) gain
|
(82.0
|
)
|
(24.2
|
)
|
30.6
|
|
|||
Amortization of net loss included in net earnings b
|
11.2
|
|
15.1
|
|
13.3
|
|
|||
Amortization of prior service credit included in net earnings b
|
(0.5
|
)
|
(0.6
|
)
|
(0.5
|
)
|
|||
Income tax benefit (expense)
|
16.6
|
|
2.9
|
|
(11.5
|
)
|
|||
Net unrealized (loss) gain on benefit plans, net of tax
|
(54.7
|
)
|
(6.8
|
)
|
31.9
|
|
|||
Total other comprehensive (loss) earnings, net of tax
|
$
|
(42.4
|
)
|
$
|
(68.6
|
)
|
$
|
118.2
|
|
a
|
These (gains) losses are reclassified into Interest expense and financing costs and Cost of sales (see "Note I. Hedging Instruments" for additional details).
|
b
|
These losses (gains) are included in the computation of net periodic benefit cost (see "Note O. Employee Benefit Plans" for additional details) and are reclassified into Other expense, net.
|
|
Years Ended January 31,
|
|
|||||||
(in millions, except per share amounts)
|
2020
|
|
2019
|
|
2018
|
|
|||
Cost of repurchases
|
$
|
163.4
|
|
$
|
421.4
|
|
$
|
99.2
|
|
Shares repurchased and retired
|
1.8
|
|
3.5
|
|
1.0
|
|
|||
Average cost per share
|
$
|
91.15
|
|
$
|
121.28
|
|
$
|
94.86
|
|
|
Years Ended January 31,
|
|
||||
|
2020
|
|
2019
|
|
2018
|
|
Dividend yield
|
2.2
|
%
|
2.2
|
%
|
1.8
|
%
|
Expected volatility
|
24.6
|
%
|
24.2
|
%
|
22.0
|
%
|
Risk-free interest rate
|
2.1
|
%
|
2.5
|
%
|
2.2
|
%
|
Expected term in years
|
4
|
|
4
|
|
5
|
|
|
Number of
Shares
(in millions)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
Aggregate
Intrinsic
Value
(in millions)
|
|
||
Outstanding at January 31, 2019
|
2.4
|
|
$
|
89.84
|
|
8.33
|
$
|
11.3
|
|
Granted
|
0.1
|
|
94.68
|
|
|
|
|||
Exercised
|
(1.3
|
)
|
88.40
|
|
|
|
|||
Forfeited/canceled
|
—
|
|
97.13
|
|
|
|
|||
Outstanding at January 31, 2020
|
1.2
|
|
$
|
91.53
|
|
7.64
|
$
|
52.8
|
|
Exercisable at January 31, 2020
|
0.4
|
|
$
|
88.09
|
|
6.27
|
$
|
18.4
|
|
|
Number of Shares
(in millions)
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Non-vested at January 31, 2019
|
0.6
|
|
$
|
88.49
|
|
Granted
|
0.5
|
|
117.12
|
|
|
Vested
|
(0.3
|
)
|
86.84
|
|
|
Forfeited
|
(0.1
|
)
|
94.86
|
|
|
Non-vested at January 31, 2020
|
0.7
|
|
$
|
108.28
|
|
|
Number of Shares
(in millions)
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Non-vested at January 31, 2019
|
0.5
|
|
$
|
85.30
|
|
Granted
|
0.1
|
|
134.12
|
|
|
Vested
|
(0.1
|
)
|
63.05
|
|
|
Forfeited/canceled
|
—
|
|
57.08
|
|
|
Non-vested at January 31, 2020
|
0.5
|
|
$
|
102.46
|
|
O.
|
EMPLOYEE BENEFIT PLANS
|
|
Years Ended January 31,
|
|
|||||||||||
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||||||||
(in millions)
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
795.0
|
|
$
|
795.6
|
|
|
$
|
76.1
|
|
$
|
78.5
|
|
Service cost
|
17.0
|
|
17.9
|
|
|
2.6
|
|
3.0
|
|
||||
Interest cost
|
32.5
|
|
30.7
|
|
|
3.3
|
|
3.0
|
|
||||
Participants' contributions
|
—
|
|
—
|
|
|
1.3
|
|
1.3
|
|
||||
MMA retiree drug subsidy
|
—
|
|
—
|
|
|
0.1
|
|
0.1
|
|
||||
Actuarial loss (gain)
|
139.8
|
|
(22.4
|
)
|
|
15.4
|
|
(7.0
|
)
|
||||
Benefits paid
|
(28.2
|
)
|
(26.8
|
)
|
|
(2.7
|
)
|
(2.8
|
)
|
||||
Projected benefit obligation at end of year
|
956.1
|
|
795.0
|
|
|
96.1
|
|
76.1
|
|
||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
549.7
|
|
578.1
|
|
|
—
|
|
—
|
|
||||
Actual return on plan assets
|
109.9
|
|
(20.1
|
)
|
|
—
|
|
—
|
|
||||
Employer contributions
|
37.3
|
|
18.5
|
|
|
1.3
|
|
1.4
|
|
||||
Participants' contributions
|
—
|
|
—
|
|
|
1.3
|
|
1.3
|
|
||||
MMA retiree drug subsidy
|
—
|
|
—
|
|
|
0.1
|
|
0.1
|
|
||||
Benefits paid
|
(28.2
|
)
|
(26.8
|
)
|
|
(2.7
|
)
|
(2.8
|
)
|
||||
Fair value of plan assets at end of year
|
668.7
|
|
549.7
|
|
|
—
|
|
—
|
|
||||
Funded status at end of year
|
$
|
(287.4
|
)
|
$
|
(245.3
|
)
|
|
$
|
(96.1
|
)
|
$
|
(76.1
|
)
|
|
January 31, 2020
|
|
||||||||||
(in millions)
|
Qualified
|
|
Excess/SRIP
|
|
Other
|
|
Total
|
|
||||
Projected benefit obligation
|
$
|
800.3
|
|
$
|
127.8
|
|
$
|
28.0
|
|
$
|
956.1
|
|
Fair value of plan assets
|
668.7
|
|
—
|
|
—
|
|
668.7
|
|
||||
Funded status
|
$
|
(131.6
|
)
|
$
|
(127.8
|
)
|
$
|
(28.0
|
)
|
$
|
(287.4
|
)
|
Accumulated benefit obligation
|
$
|
722.1
|
|
$
|
110.6
|
|
$
|
22.8
|
|
$
|
855.5
|
|
|
January 31, 2019
|
|
||||||||||
(in millions)
|
Qualified
|
|
Excess/SRIP
|
|
Other
|
|
Total
|
|
||||
Projected benefit obligation
|
$
|
658.5
|
|
$
|
109.4
|
|
$
|
27.1
|
|
$
|
795.0
|
|
Fair value of plan assets
|
549.7
|
|
—
|
|
—
|
|
549.7
|
|
||||
Funded status
|
$
|
(108.8
|
)
|
$
|
(109.4
|
)
|
$
|
(27.1
|
)
|
$
|
(245.3
|
)
|
Accumulated benefit obligation
|
$
|
598.8
|
|
$
|
94.0
|
|
$
|
22.2
|
|
$
|
715.0
|
|
|
January 31,
|
|
|||||||||||
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||||||||
(in millions)
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
||||
Net actuarial loss (gain)
|
$
|
188.0
|
|
$
|
132.7
|
|
|
$
|
9.7
|
|
$
|
(5.8
|
)
|
Prior service cost (credit)
|
0.4
|
|
0.5
|
|
|
(0.4
|
)
|
(1.0
|
)
|
||||
Total before tax
|
$
|
188.4
|
|
$
|
133.2
|
|
|
$
|
9.3
|
|
$
|
(6.8
|
)
|
|
Years Ended January 31,
|
|
|||||||||||||||||
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|
2020
|
|
2019
|
|
2018
|
|
||||||
Service cost
|
$
|
17.0
|
|
$
|
17.9
|
|
$
|
17.3
|
|
|
$
|
2.6
|
|
$
|
3.0
|
|
$
|
2.8
|
|
Interest cost
|
32.5
|
|
30.7
|
|
32.0
|
|
|
3.3
|
|
3.0
|
|
3.0
|
|
||||||
Expected return on plan assets
|
(36.7
|
)
|
(33.4
|
)
|
(32.9
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.1
|
|
0.1
|
|
0.2
|
|
|
(0.6
|
)
|
(0.7
|
)
|
(0.7
|
)
|
||||||
Amortization of net loss (gain)
|
11.3
|
|
15.0
|
|
13.2
|
|
|
(0.1
|
)
|
0.1
|
|
0.1
|
|
||||||
Net periodic benefit cost
|
24.2
|
|
30.3
|
|
29.8
|
|
|
5.2
|
|
5.4
|
|
5.2
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
66.6
|
|
31.2
|
|
(32.1
|
)
|
|
15.4
|
|
(7.0
|
)
|
1.5
|
|
||||||
Recognized actuarial (loss) gain
|
(11.3
|
)
|
(15.0
|
)
|
(13.2
|
)
|
|
0.1
|
|
(0.1
|
)
|
(0.1
|
)
|
||||||
Recognized prior service (cost) credit
|
(0.1
|
)
|
(0.1
|
)
|
(0.2
|
)
|
|
0.6
|
|
0.7
|
|
0.7
|
|
||||||
Total recognized in other comprehensive earnings
|
55.2
|
|
16.1
|
|
(45.5
|
)
|
|
16.1
|
|
(6.4
|
)
|
2.1
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive earnings
|
$
|
79.4
|
|
$
|
46.4
|
|
$
|
(15.7
|
)
|
|
$
|
21.3
|
|
$
|
(1.0
|
)
|
$
|
7.3
|
|
|
January 31,
|
|
||
|
2020
|
|
2019
|
|
Discount rate:
|
|
|
||
Qualified Plan
|
3.25
|
%
|
4.25
|
%
|
Excess Plan/SRIP
|
3.00
|
%
|
4.25
|
%
|
Other Plans
|
0.76
|
%
|
0.81
|
%
|
Other Postretirement Benefits
|
3.25
|
%
|
4.50
|
%
|
Rate of increase in compensation:
|
|
|
||
Qualified Plan
|
3.00
|
%
|
3.00
|
%
|
Excess Plan
|
4.25
|
%
|
4.25
|
%
|
SRIP
|
6.50
|
%
|
6.50
|
%
|
Other Plans
|
2.56
|
%
|
2.56
|
%
|
|
Years Ended January 31,
|
|
||||
|
2020
|
|
2019
|
|
2018
|
|
Discount rate:
|
|
|
|
|||
Qualified Plan
|
4.25
|
%
|
4.00
|
%
|
4.25
|
%
|
Excess Plan/SRIP
|
4.25
|
%
|
3.75
|
%
|
4.25
|
%
|
Other Plans
|
1.32
|
%
|
1.54
|
%
|
1.49
|
%
|
Other Postretirement Benefits
|
4.50
|
%
|
4.00
|
%
|
4.25
|
%
|
Expected return on plan assets
|
7.00
|
%
|
7.00
|
%
|
7.00
|
%
|
Rate of increase in compensation:
|
|
|
|
|||
Qualified Plan
|
3.00
|
%
|
3.00
|
%
|
3.00
|
%
|
Excess Plan
|
4.25
|
%
|
4.25
|
%
|
4.25
|
%
|
SRIP
|
6.50
|
%
|
6.50
|
%
|
6.50
|
%
|
Other Plans
|
2.66
|
%
|
1.41
|
%
|
1.38
|
%
|
|
Fair Value at
|
Fair Value Measurements
Using Inputs Considered as*
|
||||||||||
(in millions)
|
January 31, 2020
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
||||||||
U.S. equity securities
|
$
|
53.0
|
|
$
|
53.0
|
|
$
|
—
|
|
$
|
—
|
|
Mutual funds
|
119.5
|
|
119.5
|
|
—
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
||||||||
Government bonds
|
100.5
|
|
99.3
|
|
1.2
|
|
—
|
|
||||
Corporate bonds
|
139.9
|
|
—
|
|
139.9
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
||||||||
Cash and cash equivalents
|
2.5
|
|
2.5
|
|
—
|
|
—
|
|
||||
Mutual funds
|
73.9
|
|
61.8
|
|
12.1
|
|
—
|
|
||||
Net assets in fair value hierarchy
|
489.3
|
|
336.1
|
|
153.2
|
|
—
|
|
||||
Investments at NAV practical expedient a
|
179.4
|
|
|
|
|
|||||||
Plan assets at fair value
|
$
|
668.7
|
|
$
|
336.1
|
|
$
|
153.2
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
|
Fair Value at
|
Fair Value Measurements
Using Inputs Considered as*
|
||||||||||
(in millions)
|
January 31, 2019
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
||||||||
U.S. equity securities
|
$
|
63.4
|
|
$
|
63.4
|
|
$
|
—
|
|
$
|
—
|
|
Mutual fund
|
38.7
|
|
38.7
|
|
—
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
||||||||
Government bonds
|
80.8
|
|
79.6
|
|
1.2
|
|
—
|
|
||||
Corporate bonds
|
122.7
|
|
—
|
|
122.7
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
||||||||
Cash and cash equivalents
|
2.7
|
|
2.7
|
|
—
|
|
—
|
|
||||
Mutual funds
|
52.0
|
|
52.0
|
|
—
|
|
—
|
|
||||
Net assets in fair value hierarchy
|
360.3
|
|
236.4
|
|
123.9
|
|
—
|
|
||||
Investments at NAV practical expedient a
|
189.4
|
|
|
|
|
|||||||
Plan assets at fair value
|
$
|
549.7
|
|
$
|
236.4
|
|
$
|
123.9
|
|
$
|
—
|
|
*
|
See "Note J. Fair Value of Financial Instruments" for a description of the levels of inputs.
|
a
|
In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the Qualified Plan's fair value of plan assets at the end of each respective year.
|
Years Ending January 31,
|
Pension Benefits
(in millions)
|
|
Other Postretirement Benefits
(in millions)
|
|
||
2021
|
$
|
29.3
|
|
$
|
2.0
|
|
2022
|
30.4
|
|
2.1
|
|
||
2023
|
31.1
|
|
2.2
|
|
||
2024
|
32.6
|
|
2.4
|
|
||
2025
|
33.9
|
|
2.5
|
|
||
2026-2030
|
197.5
|
|
16.1
|
|
•
|
The reduction of the statutory U.S. federal corporate income tax rate from 35.0% to 21.0% effective January 1, 2018;
|
•
|
A one-time transition tax via a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (the "Transition Tax");
|
•
|
A deduction for Foreign Derived Intangible Income ("FDII") for tax years beginning after December 31, 2017;
|
•
|
A tax on global intangible low-taxed income ("GILTI") for tax years beginning after December 31, 2017;
|
•
|
A limitation on net interest expense deductions to 30% of adjusted taxable income for tax years beginning after December 31, 2017;
|
•
|
Broader limitations on the deductibility of compensation of certain highly compensated employees;
|
•
|
The ability to elect to accelerate tax depreciation on certain qualified assets;
|
•
|
A territorial tax system providing a 100% dividends received deduction on certain qualified dividends from foreign subsidiaries for tax years beginning after December 31, 2017;
|
•
|
The Base Erosion and Anti-Abuse Tax ("BEAT") for tax years beginning after December 31, 2017; and
|
•
|
Changes in the application of the U.S. foreign tax credit regulations for tax years beginning after December 31, 2017.
|
•
|
Estimated tax expense of $94.8 million for the impact of the reduction in the U.S. statutory tax rate on the Company's deferred tax assets and liabilities;
|
•
|
Estimated tax expense of $56.0 million for the Transition Tax; and
|
•
|
A tax benefit of $4.6 million resulting from the effect of the 21% statutory income tax rate for the month of January 2018 on the Company's annual statutory income tax rate for the year ended January 31, 2018. Because the Company's fiscal year ended on January 31, 2018, the Company's statutory income tax rate for fiscal 2017 was 33.8% rather than 35.0%.
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
United States
|
$
|
520.1
|
|
$
|
584.5
|
|
$
|
597.1
|
|
Foreign
|
170.2
|
|
159.0
|
|
163.4
|
|
|||
|
$
|
690.3
|
|
$
|
743.5
|
|
$
|
760.5
|
|
|
Years Ended January 31,
|
|
||||
|
2020
|
|
2019
|
|
2018
|
|
Statutory Federal income tax rate
|
21.0
|
%
|
21.0
|
%
|
33.8
|
%
|
State income taxes, net of Federal benefit
|
1.4
|
|
1.5
|
|
1.5
|
|
Foreign losses with no tax benefit
|
—
|
|
—
|
|
0.2
|
|
Effect of Foreign Operations
|
1.8
|
|
1.1
|
|
(1.4
|
)
|
Net change in uncertain tax positions
|
1.1
|
|
(0.4
|
)
|
0.2
|
|
Domestic manufacturing deduction
|
—
|
|
—
|
|
(1.8
|
)
|
Foreign Derived Intangible Income deduction
|
(4.0
|
)
|
(2.6
|
)
|
—
|
|
Impact of the 2017 Tax Act
|
—
|
|
1.3
|
|
19.8
|
|
Other
|
0.3
|
|
(0.8
|
)
|
(1.0
|
)
|
|
21.6
|
%
|
21.1
|
%
|
51.3
|
%
|
|
January 31,
|
|
||||
(in millions)
|
2020
|
|
2019
|
|
||
Deferred tax assets:
|
|
|
||||
Operating lease liabilities
|
$
|
293.7
|
|
$
|
—
|
|
Pension/postretirement benefits
|
101.9
|
|
82.1
|
|
||
Accrued expenses
|
21.7
|
|
31.3
|
|
||
Share-based compensation
|
5.7
|
|
7.9
|
|
||
Depreciation and amortization
|
54.7
|
|
18.1
|
|
||
Foreign and state net operating losses
|
6.5
|
|
7.0
|
|
||
Sale-leasebacks
|
—
|
|
13.1
|
|
||
Inventory
|
33.3
|
|
42.5
|
|
||
Unearned income
|
7.9
|
|
7.2
|
|
||
Other
|
22.2
|
|
28.8
|
|
||
|
547.6
|
|
238.0
|
|
||
Valuation allowance
|
(10.9
|
)
|
(8.5
|
)
|
||
|
536.7
|
|
229.5
|
|
||
Deferred tax liabilities:
|
|
|
||||
Operating lease right-of-use assets
|
(301.2
|
)
|
—
|
|
||
Foreign tax credit and other tax liabilities
|
(12.3
|
)
|
(21.5
|
)
|
||
Net deferred tax asset
|
$
|
223.2
|
|
$
|
208.0
|
|
|
Years ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Unrecognized tax benefits at beginning of year
|
$
|
17.3
|
|
$
|
10.1
|
|
$
|
7.2
|
|
Gross increases – tax positions in prior period
|
6.3
|
|
8.0
|
|
3.2
|
|
|||
Gross decreases – tax positions in prior period
|
(0.7
|
)
|
—
|
|
(0.9
|
)
|
|||
Gross increases – tax positions in current period
|
1.9
|
|
1.3
|
|
0.6
|
|
|||
Settlements
|
(5.2
|
)
|
—
|
|
—
|
|
|||
Lapse of statute of limitations
|
0.1
|
|
(2.1
|
)
|
—
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
19.7
|
|
$
|
17.3
|
|
$
|
10.1
|
|
|
Years Ended January 31,
|
|
|||||||||
(in millions)
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Net sales:
|
|
|
|
|
|
||||||
Americas
|
$
|
1,924.0
|
|
|
$
|
1,960.3
|
|
|
$
|
1,870.9
|
|
Asia-Pacific
|
1,258.2
|
|
|
1,239.0
|
|
|
1,095.0
|
|
|||
Japan
|
649.8
|
|
|
643.0
|
|
|
596.3
|
|
|||
Europe
|
498.3
|
|
|
504.4
|
|
|
489.0
|
|
|||
Total reportable segments
|
4,330.3
|
|
|
4,346.7
|
|
|
4,051.2
|
|
|||
Other
|
93.7
|
|
|
95.4
|
|
|
118.6
|
|
|||
|
$
|
4,424.0
|
|
|
$
|
4,442.1
|
|
|
$
|
4,169.8
|
|
Earnings from operations*:
|
|
|
|
|
|
||||||
Americas
|
$
|
382.2
|
|
|
$
|
386.7
|
|
|
$
|
399.0
|
|
Asia-Pacific
|
254.3
|
|
|
311.5
|
|
|
287.7
|
|
|||
Japan
|
229.7
|
|
|
237.2
|
|
|
209.3
|
|
|||
Europe
|
83.1
|
|
|
86.2
|
|
|
90.4
|
|
|||
Total reportable segments
|
949.3
|
|
|
1,021.6
|
|
|
986.4
|
|
|||
Other
|
11.3
|
|
|
(6.4
|
)
|
|
3.6
|
|
|||
|
$
|
960.6
|
|
|
$
|
1,015.2
|
|
|
$
|
990.0
|
|
*
|
Represents earnings from operations before (i) unallocated corporate expenses, (ii) Interest expense and financing costs and Other expense, net, and (iii) other operating expenses.
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2020
|
|
2019
|
|
2018
|
|
|||
Earnings from operations for segments
|
$
|
960.6
|
|
$
|
1,015.2
|
|
$
|
990.0
|
|
Unallocated corporate expenses
|
(206.8
|
)
|
(224.9
|
)
|
(180.6
|
)
|
|||
Interest expense and financing costs and Other expense, net
|
(42.3
|
)
|
(46.8
|
)
|
(48.9
|
)
|
|||
Other operating expenses
|
(21.2
|
)
|
—
|
|
—
|
|
|||
Earnings from operations before income taxes
|
$
|
690.3
|
|
$
|
743.5
|
|
$
|
760.5
|
|
|
January 31,
|
|
||||
(in millions)
|
2020
|
|
2019
|
|
||
Long-lived assets:
|
|
|
||||
United States
|
$
|
819.6
|
|
$
|
762.9
|
|
Japan
|
17.9
|
|
18.9
|
|
||
Other countries
|
324.8
|
|
306.1
|
|
||
|
$
|
1,162.3
|
|
$
|
1,087.9
|
|
|
2019 Quarters Ended
|
|
||||||||||
(in millions, except per share amounts)
|
April 30
|
|
July 31
|
|
October 31
|
|
January 31 a
|
|
||||
Net sales
|
$
|
1,003.1
|
|
$
|
1,048.5
|
|
$
|
1,014.6
|
|
$
|
1,357.8
|
|
Gross profit
|
619.2
|
|
657.7
|
|
625.7
|
|
859.3
|
|
||||
Earnings from operations
|
160.9
|
|
184.3
|
|
118.5
|
|
268.9
|
|
||||
Net earnings
|
125.2
|
|
136.3
|
|
78.4
|
|
201.2
|
|
||||
Net earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.03
|
|
$
|
1.13
|
|
$
|
0.65
|
|
$
|
1.67
|
|
Diluted
|
$
|
1.03
|
|
$
|
1.12
|
|
$
|
0.65
|
|
$
|
1.66
|
|
|
2018 Quarters Ended
|
|
||||||||||
(in millions, except per share amounts)
|
April 30
|
|
July 31
|
|
October 31
|
|
January 31
|
|
||||
Net sales
|
$
|
1,033.2
|
|
$
|
1,075.9
|
|
$
|
1,012.4
|
|
$
|
1,320.6
|
|
Gross profit
|
650.9
|
|
688.8
|
|
629.3
|
|
842.0
|
|
||||
Earnings from operations
|
204.3
|
|
191.2
|
|
126.4
|
|
268.4
|
|
||||
Net earnings
|
142.3
|
|
144.7
|
|
94.9
|
|
204.5
|
|
||||
Net earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.14
|
|
$
|
1.17
|
|
$
|
0.78
|
|
$
|
1.68
|
|
Diluted
|
$
|
1.14
|
|
$
|
1.17
|
|
$
|
0.77
|
|
$
|
1.67
|
|
a
|
Net earnings included $21.2 million of pre-tax expense ($17.1 million after tax expense, or $0.14 per diluted share) for expenses incurred related to the proposed Merger (see "Note B. Entry into Merger Agreement") for the quarter ended January 31, 2020.
|
Exhibit No. Description
|
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|
|
4.9
|
Upon the request of the Securities and Exchange Commission, Registrant will furnish a copy of all instruments defining the rights of holders of all other long-term debt of Registrant.
|
|
|
|
|
|
|
|
|
Exhibit No. Description
|
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|
|
|
Exhibit No. Description
|
|
101
|
The following financial information from Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Earnings; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; (vi) the Notes to the Consolidated Financial Statements; and (vii) Schedule II - Valuation and Qualifying Accounts and Reserves.
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
Exhibit No. Description
|
|
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Exhibit No. Description
|
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Exhibit No. Description
|
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|
Exhibit No. Description
|
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|
|
Date: March 20, 2020
|
|
TIFFANY & CO.
|
|
|
(Registrant)
|
|
|
|
|
|
By: /s/ Alessandro Bogliolo
|
|
|
Alessandro Bogliolo
|
|
|
Chief Executive Officer
|
By:
|
/s/ Alessandro Bogliolo
|
|
By:
|
/s/ Mark J. Erceg
|
|
Alessandro Bogliolo
|
|
|
Mark J. Erceg
|
|
Chief Executive Officer
|
|
|
Executive Vice President,
|
|
(Principal Executive Officer) (Director)
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Rinaldo
|
|
By:
|
/s/ Rose Marie Bravo
|
|
Michael Rinaldo
|
|
|
Rose Marie Bravo
|
|
Vice President, Controller
|
|
|
Director
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Hafize Gaye Erkan
|
|
By:
|
/s/ Roger N. Farah
|
|
Hafize Gaye Erkan
|
|
|
Roger N. Farah
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jane Hertzmark Hudis
|
|
By:
|
/s/ Abby F. Kohnstamm
|
|
Jane Hertzmark Hudis
|
|
|
Abby F. Kohnstamm
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ James E. Lillie
|
|
By:
|
/s/ William A. Shutzer
|
|
James E. Lillie
|
|
|
William A. Shutzer
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert S. Singer
|
|
By:
|
/s/ Annie Young - Scrivner
|
|
Robert S. Singer
|
|
|
Annie Young - Scrivner
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A
|
Column B
|
Column C
|
Column D
|
|
Column E
|
|||||||||||
|
|
Additions
|
|
|
|
|||||||||||
Description
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to other accounts
|
|
Deductions
|
|
|
Balance at end
of period
|
|
|||||
Year Ended January 31, 2020:
|
|
|
|
|
|
|
||||||||||
Reserves deducted from assets:
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
||||||||||
Doubtful accounts
|
$
|
1.6
|
|
$
|
3.7
|
|
$
|
—
|
|
$
|
3.4
|
|
a
|
$
|
1.9
|
|
Sales returns
|
17.5
|
|
4.1
|
|
—
|
|
4.4
|
|
b
|
17.2
|
|
|||||
Allowance for inventory liquidation
and obsolescence
|
81.5
|
|
21.6
|
|
—
|
|
22.5
|
|
c
|
80.6
|
|
|||||
Allowance for inventory shrinkage
|
1.3
|
|
3.3
|
|
—
|
|
3.2
|
|
d
|
1.4
|
|
|||||
Deferred tax valuation allowance
|
8.5
|
|
3.2
|
|
—
|
|
0.8
|
|
e
|
10.9
|
|
Column A
|
Column B
|
Column C
|
Column D
|
|
Column E
|
|||||||||||
|
|
Additions
|
|
|
|
|||||||||||
Description
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to other accounts
|
|
Deductions
|
|
|
Balance at end
of period
|
|
|||||
Year Ended January 31, 2019:
|
|
|
|
|
|
|
||||||||||
Reserves deducted from assets:
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
||||||||||
Doubtful accounts
|
$
|
2.2
|
|
$
|
4.1
|
|
$
|
—
|
|
$
|
4.7
|
|
a
|
$
|
1.6
|
|
Sales returns
|
15.0
|
|
12.6
|
|
—
|
|
10.1
|
|
b
|
17.5
|
|
|||||
Allowance for inventory liquidation
and obsolescence
|
75.0
|
|
31.9
|
|
—
|
|
25.4
|
|
c
|
81.5
|
|
|||||
Allowance for inventory shrinkage
|
0.7
|
|
1.7
|
|
—
|
|
1.1
|
|
d
|
1.3
|
|
|||||
Deferred tax valuation allowance
|
9.6
|
|
0.2
|
|
—
|
|
1.3
|
|
e
|
8.5
|
|
Column A
|
Column B
|
Column C
|
Column D
|
|
Column E
|
|||||||||||
|
|
Additions
|
|
|
|
|||||||||||
Description
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to other accounts
|
|
Deductions
|
|
|
Balance at end
of period
|
|
|||||
Year Ended January 31, 2018:
|
|
|
|
|
|
|
||||||||||
Reserves deducted from assets:
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
||||||||||
Doubtful accounts
|
$
|
1.9
|
|
$
|
3.3
|
|
$
|
—
|
|
$
|
3.0
|
|
a
|
$
|
2.2
|
|
Sales returns
|
9.6
|
|
7.5
|
|
—
|
|
2.1
|
|
b
|
15.0
|
|
|||||
Allowance for inventory liquidation
and obsolescence
|
65.4
|
|
28.9
|
|
—
|
|
19.3
|
|
c
|
75.0
|
|
|||||
Allowance for inventory shrinkage
|
1.0
|
|
1.1
|
|
—
|
|
1.4
|
|
d
|
0.7
|
|
|||||
Deferred tax valuation allowance
|
24.1
|
|
2.3
|
|
—
|
|
16.8
|
|
e
|
9.6
|
|
1 Year Tiffany Chart |
1 Month Tiffany Chart |
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