x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the fiscal year ended January 31, 2019
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3228013
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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727 Fifth Avenue, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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K-
4
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Item 1A.
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K-
12
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Item 1B.
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K-
19
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Item 2.
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K-
19
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Item 3.
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K-
20
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Item 4.
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K-
22
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Item 5.
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K-
23
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Item 6.
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K-
25
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Item 7.
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K-
27
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Item 7A.
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K-
49
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Item 8.
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K-
50
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Item 9.
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K-
98
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Item 9A.
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K-
98
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Item 9B.
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K-
99
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Item 10.
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K-
100
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Item 11.
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K-
100
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Item 12.
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K-
100
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Item 13.
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K-
100
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Item 14.
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K-
100
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Item 15.
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K-
101
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Item 16.
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K-
101
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•
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Maintaining its position within the high-end of the jewelry market requires Tiffany to invest significantly in diamond and gemstone inventory, which carries a lower overall gross margin; it also causes some consumers to view Tiffany as beyond their price range;
|
•
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To provide excellent service, stores must be well staffed with knowledgeable professionals;
|
•
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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;
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•
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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;
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•
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Tiffany's packaging supports consumer expectations with respect to the Brand but is expensive; and
|
•
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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.
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2018
|
% of total
Americas
Sales
|
|
% of total
Asia-Pacific
Sales
|
|
% of total
Japan
Sales
|
|
% of total
Europe
Sales
|
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% of total
Reportable
Segment Sales
|
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Jewelry collections
a
|
53
|
%
|
61
|
%
|
37
|
%
|
60
|
%
|
54
|
%
|
Engagement jewelry
b
|
21
|
%
|
31
|
%
|
37
|
%
|
23
|
%
|
26
|
%
|
Designer jewelry
c
|
14
|
%
|
7
|
%
|
18
|
%
|
12
|
%
|
12
|
%
|
2016
|
|
|
|
|
|
|||||
Jewelry collections
a
|
52
|
%
|
54
|
%
|
30
|
%
|
59
|
%
|
50
|
%
|
Engagement jewelry
b
|
24
|
%
|
37
|
%
|
40
|
%
|
26
|
%
|
30
|
%
|
Designer jewelry
c
|
14
|
%
|
7
|
%
|
23
|
%
|
11
|
%
|
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, including, for example, as a result of recent revisions to the U.S. tax code;
|
•
|
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;
|
•
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political or economic instability in foreign countries, including the potential for rapid and unexpected changes in government, economic and political policies, such as the United Kingdom's ("U.K.") referendum vote to exit the European Union ("E.U."), as discussed below;
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•
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political or civil unrest, 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;
|
•
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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;
|
•
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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
|
•
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inventory risk exposures.
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|
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
|
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Other stores
|
123
|
|
681,200
|
|
1,000 - 17,600
|
|
5,500
|
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Asia-Pacific
|
90
|
|
257,400
|
|
400 - 12,800
|
|
2,900
|
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Japan:
|
|
|
|
|
||||
Tokyo Ginza
|
1
|
|
13,300
|
|
13,300
|
|
13,300
|
|
Other stores
|
54
|
|
144,000
|
|
1,500 - 7,500
|
|
2,700
|
|
Europe:
|
|
|
|
|
||||
London Old Bond Street
|
1
|
|
22,400
|
|
22,400
|
|
22,400
|
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Other stores
|
46
|
|
163,200
|
|
400 - 18,200
|
|
3,500
|
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Emerging Markets
|
5
|
|
9,200
|
|
400 - 3,600
|
|
1,800
|
|
Total
|
321
|
|
1,336,200
|
|
400 - 45,500
|
|
4,200
|
|
|
1/31/14
|
|
1/31/15
|
|
1/31/16
|
|
1/31/17
|
|
1/31/18
|
|
1/31/19
|
|
Tiffany & Co.
|
$ 100.00
|
|
$ 105.72
|
|
$ 79.39
|
|
$ 100.36
|
|
$ 138.86
|
|
$ 117.92
|
|
S&P 500 Stock Index
|
100.00
|
|
114.22
|
|
113.46
|
|
136.20
|
|
172.17
|
|
168.19
|
|
S&P 500 Consumer Discretionary Index
|
100.00
|
|
113.01
|
|
121.80
|
|
141.86
|
|
183.00
|
|
186.14
|
|
Period
|
(a) Total Number of Shares (or Units) Purchased
|
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(b) Average Price Paid per Share (or Unit)
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
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(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(in millions)
|
|
November 1, 2018 to November 30, 2018
|
262,014
|
|
$ 110.96
|
|
262,014
|
|
$ 650.0
|
|
December 1, 2018 to December 31, 2018
|
—
|
|
$ —
|
|
—
|
|
$ 650.0
|
|
January 1, 2019 to January 31, 2019
|
169,239
|
|
$ 88.63
|
|
169,239
|
|
$ 635.0
|
|
TOTAL
|
431,253
|
|
$ 102.20
|
|
431,253
|
|
$ 635.0
|
|
(in millions, except per share amounts, percentages, ratios, stores and employees)
|
2018
b
|
|
2017
c
|
|
2016
d
|
|
2015
e
|
|
2014
f
|
|
|||||
EARNINGS DATA
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,442.1
|
|
$
|
4,169.8
|
|
$
|
4,001.8
|
|
$
|
4,104.9
|
|
$
|
4,249.9
|
|
Gross profit
a
|
2,811.0
|
|
2,610.7
|
|
2,499.0
|
|
2,505.2
|
|
2,544.3
|
|
|||||
Selling, general & administrative expenses
a
|
2,020.7
|
|
1,801.3
|
|
1,752.6
|
|
1,706.1
|
|
1,632.8
|
|
|||||
Earnings from operations
a
|
790.3
|
|
809.4
|
|
746.4
|
|
799.1
|
|
911.5
|
|
|||||
Net earnings
|
586.4
|
|
370.1
|
|
446.1
|
|
463.9
|
|
484.2
|
|
|||||
Net earnings per diluted share
|
4.75
|
|
2.96
|
|
3.55
|
|
3.59
|
|
3.73
|
|
|||||
Weighted-average number of diluted common shares
|
123.5
|
|
125.1
|
|
125.5
|
|
129.1
|
|
129.9
|
|
|||||
BALANCE SHEET AND CASH FLOW DATA
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,333.0
|
|
$
|
5,468.1
|
|
$
|
5,097.6
|
|
$
|
5,121.6
|
|
$
|
5,171.8
|
|
Cash and cash equivalents
|
792.6
|
|
970.7
|
|
928.0
|
|
843.6
|
|
730.0
|
|
|||||
Inventories, net
|
2,428.0
|
|
2,253.5
|
|
2,157.6
|
|
2,225.0
|
|
2,362.1
|
|
|||||
Short-term borrowings and long-term debt (including current portion)
|
996.8
|
|
1,003.5
|
|
1,107.1
|
|
1,095.8
|
|
1,107.8
|
|
|||||
Stockholders' equity
|
3,130.9
|
|
3,248.2
|
|
3,028.4
|
|
2,929.5
|
|
2,850.7
|
|
|||||
Working capital
|
3,041.4
|
|
3,258.5
|
|
2,940.8
|
|
2,778.5
|
|
2,850.8
|
|
|||||
Cash flows from operating activities
|
531.8
|
|
932.2
|
|
705.7
|
|
817.4
|
|
633.5
|
|
|||||
Capital expenditures
|
282.1
|
|
239.3
|
|
222.8
|
|
252.7
|
|
247.4
|
|
|||||
Stockholders' equity per share
|
25.77
|
|
26.10
|
|
24.33
|
|
23.10
|
|
22.04
|
|
|||||
Cash dividends paid per share
|
2.15
|
|
1.95
|
|
1.75
|
|
1.58
|
|
1.48
|
|
|||||
RATIO ANALYSIS AND OTHER DATA
|
|
|
|
|
|
||||||||||
As a percentage of net sales:
|
|
|
|
|
|
||||||||||
Gross profit
|
63.3
|
%
|
62.6
|
%
|
62.4
|
%
|
61.0
|
%
|
59.9
|
%
|
|||||
Selling, general & administrative expenses
|
45.5
|
%
|
43.2
|
%
|
43.8
|
%
|
41.6
|
%
|
38.4
|
%
|
|||||
Earnings from operations
|
17.8
|
%
|
19.4
|
%
|
18.7
|
%
|
19.5
|
%
|
21.4
|
%
|
|||||
Net earnings
|
13.2
|
%
|
8.9
|
%
|
11.1
|
%
|
11.3
|
%
|
11.4
|
%
|
|||||
Capital expenditures
|
6.4
|
%
|
5.7
|
%
|
5.6
|
%
|
6.2
|
%
|
5.8
|
%
|
|||||
Return on average assets
|
10.9
|
%
|
7.0
|
%
|
8.7
|
%
|
9.0
|
%
|
9.8
|
%
|
|||||
Return on average stockholders' equity
|
18.4
|
%
|
11.8
|
%
|
15.0
|
%
|
16.1
|
%
|
17.3
|
%
|
|||||
Total debt-to-equity ratio
|
31.8
|
%
|
30.9
|
%
|
36.6
|
%
|
37.4
|
%
|
38.9
|
%
|
|||||
Dividends as a percentage of net earnings
|
45.0
|
%
|
65.5
|
%
|
49.0
|
%
|
43.8
|
%
|
39.5
|
%
|
|||||
Company-operated TIFFANY & CO. stores
|
321
|
|
315
|
|
313
|
|
307
|
|
295
|
|
|||||
Number of employees
|
14,200
|
|
13,100
|
|
11,900
|
|
12,200
|
|
12,000
|
|
a.
|
In connection with the implementation of ASU 2017-07 - Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, effective February 1, 2018 (see "Item 8. Financial Statements and Supplementary Data - Note B. Summary of Significant Accounting Policies"), the non-service cost components of net periodic benefit cost have been reclassified on the consolidated statements of earnings from Cost of sales and from Selling, general and administrative expenses to Other expense, net for fiscal years 2014 through 2017. Those reclassifications had no impact on Net earnings, but increased Earnings from operations by: (i) $14.9 million (with $6.0 million reclassified from Cost of sales and $8.9 million reclassified from SG&A expenses) for 2017; (ii) $25.2 million (with $8.7 million reclassified from Cost of sales and $16.5 million reclassified from SG&A expenses) for 2016; (iii) $39.0 million (with $13.9 million reclassified from Cost of sales and $25.1 million reclassified from SG&A expenses) for 2015; and (iv) $20.1 million (with $7.1 million reclassified from Cost of sales and $13.0 million reclassified from SG&A expenses) for 2014.
|
b.
|
Financial information and ratios for 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 N. Income Taxes" for additional information.
|
c.
|
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 N. Income Taxes" for additional information.
|
d.
|
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. See "Item 8. Financial Statements and Supplementary Data - Note B. Summary of Significant Accounting Policies" and "Note E. Property, Plant and Equipment" for additional information; 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. See "Item 8. Financial Statements and Supplementary Data - Note B. Summary of Significant Accounting Policies" for additional information.
|
e.
|
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; 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.
|
f.
|
Financial information and ratios for 2014 include $93.8 million of net pre-tax expense ($60.9 million net after tax expense, or $0.47 per diluted share) associated with the redemption of $400.0 million in aggregate principal amount of certain senior notes prior to their scheduled maturities.
|
•
|
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, while also allowing for the return of excess capital to shareholders through dividends and share repurchases.
|
•
|
Worldwide net sales increased
7%
to
$4.4 billion
, reflecting sales growth in all reportable segments. Comparable sales increased 4% from the prior year. On a constant-exchange-rate basis (see "Non-GAAP Measures" below), worldwide net sales increased 6% and comparable sales increased 4%.
|
•
|
The Company added a net of six TIFFANY & CO. stores (opening four in Asia-Pacific, two in the Americas two in Europe, one in Japan and one in the Emerging Markets, while closing two in the Americas, one in Asia-Pacific and one in Europe) which resulted in a 1% net increase in gross retail square footage. In addition, the Company relocated 10 existing stores.
|
•
|
The Company introduced its Tiffany Paper Flowers
®
jewelry collection and Tiffany True engagement rings and expanded existing collections.
|
•
|
Earnings from operations decreased $19.1 million, or 2% in 2018 compared to the prior year. Earnings from operations as a percentage of net sales ("operating margin") decreased 160 basis points, due to an increase in gross margin which was more than offset by a higher Selling, general, and administrative expense ratio, which included increased marketing and other strategic investment spending which management believes are necessary to support long-term sales growth.
|
•
|
The Company's effective income tax rate decreased to 21.1% in 2018 from 51.3%, or 32.1% on an adjusted basis in 2017 (see "Non-GAAP Measures").
|
•
|
Net earnings increased to
$586.4 million
, or
$4.75
per diluted share, in 2018 from $370.1 million, or $2.96 per diluted share, in 2017. Net earnings in 2017 included a net charge of $146.2 million, or $1.17
|
•
|
Inventories, net increased
8%
to
$2.4 billion
.
|
•
|
Cash flow from operating activities was
$531.8 million
in
2018
, compared with
$932.2 million
in
2017
. Free cash flow (see "Non-GAAP Measures") was
$249.7 million
in
2018
, compared with
$692.9 million
in
2017
.
|
•
|
The Company returned capital to shareholders by paying regular quarterly dividends (which were increased 10% effective July 2018 to $0.55 per share, or an annualized rate of $2.20 per share) and by repurchasing
3.5 million
shares of its Common Stock for
$421.4 million
.
|
|
2018
|
|
2017
|
||||||||||||||
|
GAAP
Reported
|
|
|
Translation
Effect
|
|
|
Constant-
Exchange-
Rate Basis
|
|
|
GAAP
Reported
|
|
|
Translation
Effect
|
|
|
Constant-
Exchange-
Rate Basis
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Worldwide
|
7
|
%
|
|
1
|
%
|
|
6
|
%
|
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
Americas
|
5
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
1
|
|
|
1
|
|
Asia-Pacific
|
13
|
|
|
—
|
|
|
13
|
|
|
10
|
|
|
2
|
|
|
8
|
|
Japan
|
8
|
|
|
2
|
|
|
6
|
|
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
Europe
|
3
|
|
|
1
|
|
|
2
|
|
|
6
|
|
|
3
|
|
|
3
|
|
Other
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
26
|
|
|
—
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comparable Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Worldwide
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Americas
|
5
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Asia-Pacific
|
5
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
Japan
|
7
|
|
|
2
|
|
|
5
|
|
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
Europe
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
Other
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2017
As Previously Reported
|
|||||||
|
GAAP
Reported |
|
Translation
Effect |
|
Constant-
Exchange- Rate Basis |
|||
Comparable Sales:
|
|
|
|
|
|
|||
Worldwide
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Americas
|
1
|
|
|
1
|
|
|
—
|
|
Asia-Pacific
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
Japan
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
Europe
|
(2
|
)
|
|
2
|
|
|
(4
|
)
|
Other
|
2
|
|
|
—
|
|
|
2
|
|
(in millions, except per share amounts)
|
GAAP
|
|
Charges related to the 2017 Tax Act
a
|
|
Non-GAAP
|
||||||
Year Ended January 31, 2018
|
|
|
|
|
|
||||||
Provision for income taxes
|
$
|
390.4
|
|
|
$
|
(146.2
|
)
|
|
$
|
244.2
|
|
Effective income tax rate
|
51.3
|
%
|
|
(19.2
|
)%
|
|
32.1
|
%
|
|||
Net earnings
|
370.1
|
|
|
146.2
|
|
|
516.3
|
|
|||
Diluted earnings per share*
|
2.96
|
|
|
1.17
|
|
|
4.13
|
|
a
|
Net expense recognized in 2017 related to the estimated impact of the 2017 Tax Act. See "Provision for Income Taxes" and "Item 8. Financial Statements and Supplementary Data - Note N. Income Taxes" for additional information.
|
(in millions, except per share amounts)
|
GAAP
|
|
Impairment charges
b
|
|
Non-GAAP
|
||||||
Year Ended January 31, 2017
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
1,752.6
|
|
|
$
|
(38.0
|
)
|
|
$
|
1,714.6
|
|
As a % of sales
|
43.8
|
%
|
|
|
|
42.8
|
%
|
||||
Earnings from operations
|
746.4
|
|
|
38.0
|
|
|
784.4
|
|
|||
As a % of sales
|
18.7
|
%
|
|
|
|
19.6
|
%
|
||||
Provision for income taxes
c
|
230.5
|
|
|
14.0
|
|
|
244.5
|
|
|||
Net earnings
|
446.1
|
|
|
24.0
|
|
|
470.1
|
|
|||
Diluted earnings per share*
|
3.55
|
|
|
0.19
|
|
|
3.75
|
|
b
|
Expenses associated with the following:
|
•
|
$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
|
•
|
$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 (see "Financing Arrangements with Diamond Mining and Exploration Companies").
|
c
|
The income tax effect resulting from the adjustments has been calculated as both current and deferred tax benefit (expense), based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying adjustment.
|
(
in millions)
|
2018
|
|
2017
|
|
2016
|
|
|||
Net cash provided by operating activities
a
|
$
|
531.8
|
|
$
|
932.2
|
|
$
|
705.7
|
|
Less: Capital expenditures
a
|
(282.1
|
)
|
(239.3
|
)
|
(222.8
|
)
|
|||
Free cash flow
|
$
|
249.7
|
|
$
|
692.9
|
|
$
|
482.9
|
|
a
|
See "Liquidity and Capital Resources" below for further information on the Company's cash flows.
|
(in millions)
|
|
2018
|
|
% of Total Net Sales
|
|
|
2017
|
|
% of Total Net Sales
|
|
|
2016
|
|
% of Total Net Sales
|
|
|
2018 vs 2017
% Change in Net Sales
|
|
|
2017 vs 2016
% Change in Net Sales
|
|
|||
Americas
|
|
$
|
1,960.3
|
|
44
|
%
|
|
$
|
1,870.9
|
|
45
|
%
|
|
$
|
1,841.9
|
|
46
|
%
|
|
5
|
%
|
|
2
|
%
|
Asia-Pacific
|
|
1,239.0
|
|
28
|
|
|
1,095.0
|
|
26
|
|
|
999.1
|
|
25
|
|
|
13
|
|
|
10
|
|
|||
Japan
|
|
643.0
|
|
15
|
|
|
596.3
|
|
14
|
|
|
604.4
|
|
15
|
|
|
8
|
|
|
(1
|
)
|
|||
Europe
|
|
504.4
|
|
11
|
|
|
489.0
|
|
12
|
|
|
462.5
|
|
12
|
|
|
3
|
|
|
6
|
|
|||
Other
|
|
95.4
|
|
2
|
|
|
118.6
|
|
3
|
|
|
93.9
|
|
2
|
|
|
(20
|
)
|
|
26
|
|
|||
|
|
$
|
4,442.1
|
|
|
|
$
|
4,169.8
|
|
|
|
$
|
4,001.8
|
|
|
|
7
|
%
|
|
4
|
%
|
(in millions)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Jewelry collections
|
$
|
2,374.1
|
|
|
$
|
2,146.6
|
|
|
$
|
227.5
|
|
|
11
|
%
|
Engagement jewelry
|
1,157.4
|
|
|
1,111.9
|
|
|
45.5
|
|
|
4
|
|
|||
Designer jewelry
|
544.5
|
|
|
551.2
|
|
|
(6.7
|
)
|
|
(1
|
)
|
(in millions)
|
Comparable Sales
|
|
|
Non-comparable Sales
|
|
|
Wholesale/
Other
|
|
|
Total
|
|
||||
Americas
|
$
|
87.7
|
|
|
$
|
3.0
|
|
|
$
|
(1.3
|
)
|
|
$
|
89.4
|
|
Asia-Pacific
|
48.2
|
|
|
62.2
|
|
|
33.6
|
|
|
144.0
|
|
||||
Japan
|
37.6
|
|
|
1.5
|
|
|
7.6
|
|
|
46.7
|
|
||||
Europe
|
(10.1
|
)
|
|
24.7
|
|
|
0.8
|
|
|
15.4
|
|
|
Average Price per Unit Sold
|
|
|
|||||
|
As Reported
|
|
|
Impact of Currency Translation
|
|
|
Number of
Units Sold |
|
Change in Jewelry Sales
|
|
|
|
|
|
|||
Americas
|
(2
|
)%
|
|
—
|
%
|
|
6
|
%
|
Asia-Pacific
|
12
|
|
|
—
|
|
|
—
|
|
Japan
|
1
|
|
|
1
|
|
|
8
|
|
Europe
|
(1
|
)
|
|
1
|
|
|
3
|
|
(in millions)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Jewelry collections
|
$
|
2,146.6
|
|
|
$
|
1,991.0
|
|
|
$
|
155.6
|
|
|
8
|
%
|
Engagement jewelry
|
1,111.9
|
|
|
1,174.9
|
|
|
(63.0
|
)
|
|
(5
|
)
|
|||
Designer jewelry
|
551.2
|
|
|
529.1
|
|
|
22.1
|
|
|
4
|
|
(in millions)
|
Comparable Sales
|
|
|
Non-comparable Sales
|
|
|
Wholesale/
Other
|
|
|
Total
|
|
||||
Americas
|
$
|
19.9
|
|
|
$
|
(0.8
|
)
|
|
$
|
9.9
|
|
|
$
|
29.0
|
|
Asia-Pacific
|
(6.2
|
)
|
|
38.8
|
|
|
63.3
|
|
|
95.9
|
|
||||
Japan
|
(3.6
|
)
|
|
(2.5
|
)
|
|
(2.0
|
)
|
|
(8.1
|
)
|
||||
Europe
|
(1.4
|
)
|
|
22.1
|
|
|
5.8
|
|
|
26.5
|
|
|
Average Price per Unit Sold
|
|
|
|||||
|
As Reported
|
|
|
Impact of Currency Translation
|
|
|
Number of
Units Sold |
|
Change in Jewelry Sales
|
|
|
|
|
|
|||
Americas
|
(4
|
)%
|
|
—
|
%
|
|
5
|
%
|
Asia-Pacific
|
(11
|
)
|
|
1
|
|
|
21
|
|
Japan
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
Europe
|
2
|
|
|
2
|
|
|
4
|
|
(in millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Gross profit
|
$
|
2,811.0
|
|
|
$
|
2,610.7
|
|
|
$
|
2,499.0
|
|
Gross profit as a percentage of net sales
|
63.3
|
%
|
|
62.6
|
%
|
|
62.4
|
%
|
(in millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
As reported:
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
2,020.7
|
|
|
$
|
1,801.3
|
|
|
$
|
1,752.6
|
|
SG&A expenses as a percentage of net sales ("SG&A expense ratio")
|
45.5
|
%
|
|
43.2
|
%
|
|
43.8
|
%
|
|||
Excluding other operating expenses*:
|
|
|
|
|
|
||||||
SG&A expenses
|
|
|
|
|
$
|
1,714.6
|
|
||||
SG&A expense ratio
|
|
|
|
|
42.8
|
%
|
(in millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
As reported:
|
|
|
|
|
|
||||||
Earnings from operations
|
$
|
790.3
|
|
|
$
|
809.4
|
|
|
$
|
746.4
|
|
Operating margin
|
17.8
|
%
|
|
19.4
|
%
|
|
18.7
|
%
|
|||
Excluding other operating expenses*:
|
|
|
|
|
|
||||||
Earnings from operations
|
|
|
|
|
$
|
784.4
|
|
||||
Operating margin
|
|
|
|
|
19.6
|
%
|
(in millions)
|
2018
|
|
|
% of Net
Sales
|
|
|
2017
|
|
|
% of Net
Sales
|
|
|
2016
|
|
|
% of Net
Sales
|
|
|||
Earnings from operations*:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
$
|
386.7
|
|
|
19.7
|
%
|
|
$
|
399.0
|
|
|
21.3
|
%
|
|
$
|
387.9
|
|
|
21.1
|
%
|
Asia-Pacific
|
311.5
|
|
|
25.1
|
|
|
287.7
|
|
|
26.3
|
|
|
258.4
|
|
|
25.9
|
|
|||
Japan
|
237.2
|
|
|
36.9
|
|
|
209.3
|
|
|
35.1
|
|
|
208.1
|
|
|
34.4
|
|
|||
Europe
|
86.2
|
|
|
17.1
|
|
|
90.4
|
|
|
18.5
|
|
|
85.9
|
|
|
18.6
|
|
|||
Other
|
(6.4
|
)
|
|
(6.7
|
)
|
|
3.6
|
|
|
3.0
|
|
|
4.0
|
|
|
4.3
|
|
|||
|
1,015.2
|
|
|
|
|
990.0
|
|
|
|
|
944.3
|
|
|
|
||||||
Unallocated corporate
expenses
|
(224.9
|
)
|
|
(5.1
|
)%
|
|
(180.6
|
)
|
|
(4.3
|
)%
|
|
(159.9
|
)
|
|
(4.0
|
)%
|
|||
Earnings from operations before other operating expenses
|
790.3
|
|
|
17.8
|
%
|
|
809.4
|
|
|
19.4
|
%
|
|
784.4
|
|
|
19.6
|
%
|
|||
Other operating expenses
|
—
|
|
|
|
|
—
|
|
|
|
|
(38.0
|
)
|
|
|
||||||
Earnings from operations
|
$
|
790.3
|
|
|
17.8
|
%
|
|
$
|
809.4
|
|
|
19.4
|
%
|
|
$
|
746.4
|
|
|
18.7
|
%
|
*
|
Percentages represent earnings from operations as a percentage of each segment's net sales.
|
•
|
Americas – the ratio decreased 160 basis points due to an increase in Selling, general and administrative expenses, including increased marketing and other strategic investment spending and sales deleverage on operating expenses;
|
•
|
Asia-Pacific – the ratio decreased 120 basis points due to an increase in Selling, general and administrative expenses, including increased marketing and other strategic investment spending, partly offset by an increase in gross margin;
|
•
|
Japan – the ratio increased 180 basis points due to an increase in gross margin (which included the effect of changes in foreign currency exchange rates on inventory purchases), as well as the impact of sales leverage on operating expenses; and
|
•
|
Europe – the ratio decreased 140 basis points due to an increase in Selling, general and administrative expenses, including increased marketing and other strategic investment spending, partly offset by an increase in gross margin.
|
•
|
Americas – the ratio increased 20 basis points due to an improvement in gross margin, partly offset by sales deleverage on operating expenses;
|
•
|
Asia-Pacific – the ratio increased 40 basis points due to sales leverage on operating expenses, partly offset by a decrease in gross margin, both attributable to increased wholesale sales in the region;
|
•
|
Japan – the ratio increased 70 basis points due to an increase in gross margin (which included the effect of changes in foreign currency exchange rates on inventory purchases), partly offset by sales deleverage on operating expenses; and
|
•
|
Europe – the ratio decreased 10 basis points due to sales deleverage on operating expenses, partly offset by an increase in gross margin.
|
•
|
Estimated tax expense of $94.8 million, or $0.76 per diluted share, for the impact of the reduction in the U.S. statutory income tax rate on the Company’s deferred tax assets and liabilities,
|
•
|
Estimated tax expense of $56.0 million, or $0.45 per diluted share, for the one-time transition tax effected via a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits ("Transition Tax"), and
|
•
|
A tax benefit of $4.6 million, or $0.04 per diluted share, 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%.
|
(in millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
531.8
|
|
|
$
|
932.2
|
|
|
$
|
705.7
|
|
Investing activities
|
(29.9
|
)
|
|
(481.1
|
)
|
|
(236.8
|
)
|
|||
Financing activities
|
(674.3
|
)
|
|
(421.1
|
)
|
|
(386.4
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5.7
|
)
|
|
12.7
|
|
|
1.9
|
|
|||
Net increase in cash and cash equivalents
|
$
|
(178.1
|
)
|
|
$
|
42.7
|
|
|
$
|
84.4
|
|
(in millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Short-term borrowings:
|
|
|
|
|
|
||||||
(Repayments of) proceeds from credit facility borrowings, net
|
$
|
(18.4
|
)
|
|
$
|
(67.8
|
)
|
|
$
|
14.2
|
|
Proceeds from other credit facility borrowings
|
49.3
|
|
|
39.2
|
|
|
76.8
|
|
|||
Repayments of other credit facility borrowings
|
(32.0
|
)
|
|
(96.1
|
)
|
|
(83.1
|
)
|
|||
Net (repayments of) proceeds from short-term borrowings
|
(1.1
|
)
|
|
(124.7
|
)
|
|
7.9
|
|
|||
Long-term borrowings:
|
|
|
|
|
|
||||||
Proceeds from the issuance of long-term debt
|
—
|
|
|
—
|
|
|
98.1
|
|
|||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(97.1
|
)
|
|||
Net proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Net (repayments of) proceeds from total borrowings
|
$
|
(1.1
|
)
|
|
$
|
(124.7
|
)
|
|
$
|
8.9
|
|
(in millions, except per share amounts)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Cost of repurchases
|
$
|
421.4
|
|
|
$
|
99.2
|
|
|
$
|
183.6
|
|
Shares repurchased and retired
|
3.5
|
|
|
1.0
|
|
|
2.8
|
|
|||
Average cost per share
|
$
|
121.28
|
|
|
$
|
94.86
|
|
|
$
|
65.24
|
|
(in millions)
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
|
|||||
Unrecorded contractual obligations:
|
|
|
|
|
|||||||||||
Operating leases
a
|
$
|
1,507.0
|
|
$
|
292.8
|
|
$
|
452.0
|
|
$
|
324.2
|
|
$
|
438.0
|
|
Inventory purchase obligations
b
|
283.9
|
|
283.9
|
|
—
|
|
—
|
|
—
|
|
|||||
Interest on debt
c
|
592.8
|
|
35.9
|
|
71.8
|
|
68.6
|
|
416.5
|
|
|||||
Other contractual obligations
d
|
113.8
|
|
72.1
|
|
21.7
|
|
2.7
|
|
17.3
|
|
|||||
Recorded contractual obligations:
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
113.4
|
|
113.4
|
|
—
|
|
—
|
|
—
|
|
|||||
Long-term debt
e
|
891.8
|
|
—
|
|
—
|
|
50.0
|
|
841.8
|
|
|||||
|
$
|
3,502.7
|
|
$
|
798.1
|
|
$
|
545.5
|
|
$
|
445.5
|
|
$
|
1,713.6
|
|
a)
|
Operating lease obligations do not include obligations for contingent rent, property taxes, insurance and maintenance that are required by most lease agreements. See "Item 8. Financial Statements and Supplementary Data - Note J. Commitments and Contingencies" for a discussion of the Company's operating leases.
|
b)
|
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
$60.0
million for
2019
and are included in this table. Purchases beyond
2019
that are contingent upon mine production have been excluded as they cannot be reasonably estimated.
|
c)
|
Excludes interest payments on amounts outstanding under available lines of credit, as the outstanding amounts fluctuate based on the Company's working capital needs.
|
d)
|
Consists primarily of technology licensing and service contracts, fixed royalty commitments, construction-in-progress and packaging supplies; also includes the remaining Transition Tax liability. See "Item 8. Financial Statements and Supplementary Data - Note N. Income Taxes" for additional information.
|
e)
|
Amounts exclude any unamortized discount or premium.
|
•
|
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 accruals. To the extent that these requirements are fully covered by assets in the Qualified Plan, the Company may elect not to make any contribution in a particular year. No cash contribution was required in 2018 and none is required in 2019 to meet the minimum funding requirements of the Employee Retirement Income Security Act. However, the Company periodically evaluates whether to make discretionary cash contributions to the Qualified Plan and made voluntary cash contributions of
$11.8
million in
2018
,
$15.0 million
in
2017
and $120.0 million in 2016. The Company also made such a contribution of $30.0 million
|
•
|
Unrecognized tax benefits of $17.3 million and accrued interest and penalties of $4.2 million at
January 31, 2019
. 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
|
|
$
|
13.5
|
|
$
|
6.1
|
|
$
|
730.4
|
|
Other credit facilities
c
|
283.0
|
|
99.9
|
|
—
|
|
183.1
|
|
||||
|
$
|
1,033.0
|
|
$
|
113.4
|
|
$
|
6.1
|
|
$
|
913.5
|
|
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, 2019
, there were no borrowings outstanding under the Commercial Paper Program.
|
c)
|
Maturities through 2019.
|
Cross-Currency Swap
|
|
Notional Amount
|
|||||
Effective Date
|
Maturity Date
|
(in billions)
|
(in millions)
|
||||
July 2016
|
October 1, 2024
|
¥
|
10.6
|
|
$
|
100.0
|
|
March 2017
|
April 1, 2027
|
11.0
|
|
96.1
|
|
||
May 2017
|
April 1, 2027
|
5.6
|
|
50.0
|
|
|
January 31,
|
|
|||||
(in millions, except per share amounts)
|
2019
|
|
|
2018
|
|
||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
792.6
|
|
|
$
|
970.7
|
|
Short-term investments
|
62.7
|
|
|
320.5
|
|
||
Accounts receivable, net
|
245.4
|
|
|
231.2
|
|
||
Inventories, net
|
2,428.0
|
|
|
2,253.5
|
|
||
Prepaid expenses and other current assets
|
230.8
|
|
|
207.4
|
|
||
Total current assets
|
3,759.5
|
|
|
3,983.3
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
1,026.7
|
|
|
990.5
|
|
||
Deferred income taxes
|
215.8
|
|
|
188.2
|
|
||
Other assets, net
|
331.0
|
|
|
306.1
|
|
||
|
$
|
5,333.0
|
|
|
$
|
5,468.1
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
113.4
|
|
|
$
|
120.6
|
|
Accounts payable and accrued liabilities
|
513.4
|
|
|
437.4
|
|
||
Income taxes payable
|
21.4
|
|
|
89.4
|
|
||
Merchandise credits and deferred revenue
|
69.9
|
|
|
77.4
|
|
||
Total current liabilities
|
718.1
|
|
|
724.8
|
|
||
|
|
|
|
||||
Long-term debt
|
883.4
|
|
|
882.9
|
|
||
Pension/postretirement benefit obligations
|
312.4
|
|
|
287.4
|
|
||
Deferred gains on sale-leasebacks
|
31.1
|
|
|
40.5
|
|
||
Other long-term liabilities
|
257.1
|
|
|
284.3
|
|
||
|
|
|
|
||||
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 121.5 and 124.5
|
1.2
|
|
|
1.2
|
|
||
Additional paid-in capital
|
1,275.4
|
|
|
1,256.0
|
|
||
Retained earnings
|
2,045.6
|
|
|
2,114.2
|
|
||
Accumulated other comprehensive loss, net of tax
|
(204.8
|
)
|
|
(138.0
|
)
|
||
Total Tiffany & Co. stockholders' equity
|
3,117.4
|
|
|
3,233.4
|
|
||
Non-controlling interests
|
13.5
|
|
|
14.8
|
|
||
Total stockholders' equity
|
3,130.9
|
|
|
3,248.2
|
|
||
|
$
|
5,333.0
|
|
|
$
|
5,468.1
|
|
|
|
|
|
||||
See notes to consolidated financial statements.
|
|
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net sales
|
$
|
4,442.1
|
|
$
|
4,169.8
|
|
$
|
4,001.8
|
|
Cost of sales
|
1,631.1
|
|
1,559.1
|
|
1,502.8
|
|
|||
Gross profit
|
2,811.0
|
|
2,610.7
|
|
2,499.0
|
|
|||
Selling, general and administrative expenses
|
2,020.7
|
|
1,801.3
|
|
1,752.6
|
|
|||
Earnings from operations
|
790.3
|
|
809.4
|
|
746.4
|
|
|||
Interest expense and financing costs
|
39.7
|
|
42.0
|
|
46.0
|
|
|||
Other expense, net
|
7.1
|
|
6.9
|
|
23.8
|
|
|||
Earnings from operations before income taxes
|
743.5
|
|
760.5
|
|
676.6
|
|
|||
Provision for income taxes
|
157.1
|
|
390.4
|
|
230.5
|
|
|||
Net earnings
|
$
|
586.4
|
|
$
|
370.1
|
|
$
|
446.1
|
|
Net earnings per share:
|
|
|
|
||||||
Basic
|
$
|
4.77
|
|
$
|
2.97
|
|
$
|
3.57
|
|
Diluted
|
$
|
4.75
|
|
$
|
2.96
|
|
$
|
3.55
|
|
Weighted-average number of common shares:
|
|
|
|
||||||
Basic
|
122.9
|
|
124.5
|
|
125.1
|
|
|||
Diluted
|
123.5
|
|
125.1
|
|
125.5
|
|
|||
|
|
|
|
||||||
See notes to consolidated financial statements.
|
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net earnings
|
$
|
586.4
|
|
$
|
370.1
|
|
$
|
446.1
|
|
Other comprehensive (loss) earnings, net of tax
|
|
|
|
||||||
Foreign currency translation adjustments
|
(60.2
|
)
|
95.7
|
|
(8.4
|
)
|
|||
Unrealized (loss) gain on marketable securities
|
—
|
|
(2.6
|
)
|
1.8
|
|
|||
Unrealized (loss) gain on hedging instruments
|
(1.6
|
)
|
(6.8
|
)
|
10.7
|
|
|||
Unrealized (loss) gain on benefit plans
|
(6.8
|
)
|
31.9
|
|
17.8
|
|
|||
Total other comprehensive (loss) earnings, net of tax
|
(68.6
|
)
|
118.2
|
|
21.9
|
|
|||
Comprehensive earnings
|
$
|
517.8
|
|
$
|
488.3
|
|
$
|
468.0
|
|
|
|
|
|
||||||
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, 2016
|
$
|
2,929.5
|
|
|
$
|
2,012.5
|
|
|
$
|
(278.1
|
)
|
|
126.8
|
|
|
$
|
1.3
|
|
|
$
|
1,175.7
|
|
|
$
|
18.1
|
|
Exercise of stock options and vesting of restricted stock units ("RSUs")
|
12.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
||||||
Tax effect of exercise of stock options and vesting of RSUs
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||||
Share-based compensation expense
|
24.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.5
|
|
|
—
|
|
||||||
Purchase and retirement of Common Stock
|
(183.6
|
)
|
|
(161.5
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
(0.1
|
)
|
|
(22.0
|
)
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
(218.8
|
)
|
|
(218.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive earnings, net of tax
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings
|
446.1
|
|
|
446.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-controlling interests
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
||||||
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 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 earnings, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
See notes to consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended January 31,
|
|
|||||||||
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
586.4
|
|
|
$
|
370.1
|
|
|
$
|
446.1
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|||||||||||
Depreciation and amortization
|
229.0
|
|
|
206.9
|
|
|
208.5
|
|
|||
Amortization of gain on sale-leasebacks
|
(8.4
|
)
|
|
(8.2
|
)
|
|
(8.5
|
)
|
|||
Provision for inventories
|
54.4
|
|
|
28.9
|
|
|
19.2
|
|
|||
Deferred income taxes
|
(21.3
|
)
|
|
96.8
|
|
|
46.1
|
|
|||
Provision for pension/postretirement benefits
|
35.7
|
|
|
35.0
|
|
|
45.4
|
|
|||
Share-based compensation expense
|
34.1
|
|
|
28.0
|
|
|
24.3
|
|
|||
Loan impairment charges
|
—
|
|
|
3.0
|
|
|
12.6
|
|
|||
Asset impairment charges
|
—
|
|
|
10.0
|
|
|
25.4
|
|
|||
Gains on sales of marketable securities
|
2.3
|
|
|
(3.5
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(30.8
|
)
|
|
7.0
|
|
|
(19.2
|
)
|
|||
Inventories
|
(270.5
|
)
|
|
(52.9
|
)
|
|
54.8
|
|
|||
Prepaid expenses and other current assets
|
(11.3
|
)
|
|
(28.8
|
)
|
|
33.6
|
|
|||
Other assets, net
|
(22.2
|
)
|
|
(3.7
|
)
|
|
0.8
|
|
|||
Accounts payable and accrued liabilities
|
53.7
|
|
|
98.8
|
|
|
(21.7
|
)
|
|||
Income taxes payable
|
(104.6
|
)
|
|
149.7
|
|
|
(39.3
|
)
|
|||
Merchandise credits and deferred revenue
|
(1.0
|
)
|
|
6.2
|
|
|
1.5
|
|
|||
Other long-term liabilities
|
6.3
|
|
|
(11.1
|
)
|
|
(123.9
|
)
|
|||
Net cash provided by operating activities
|
531.8
|
|
|
932.2
|
|
|
705.7
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of marketable securities and short-term investments
|
(154.1
|
)
|
|
(598.0
|
)
|
|
(125.5
|
)
|
|||
Proceeds from sales of marketable securities and short-term investments
|
394.1
|
|
|
351.4
|
|
|
109.8
|
|
|||
Capital expenditures
|
(282.1
|
)
|
|
(239.3
|
)
|
|
(222.8
|
)
|
|||
Other, net
|
12.2
|
|
|
4.8
|
|
|
1.7
|
|
|||
Net cash used in investing activities
|
(29.9
|
)
|
|
(481.1
|
)
|
|
(236.8
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
(Repayment of) proceeds from credit facility borrowings, net
|
(18.4
|
)
|
|
(67.8
|
)
|
|
14.2
|
|
|||
Proceeds from other credit facility borrowings
|
49.3
|
|
|
39.2
|
|
|
76.8
|
|
|||
Repayment of other credit facility borrowings
|
(32.0
|
)
|
|
(96.1
|
)
|
|
(83.1
|
)
|
|||
Proceeds from the issuance of long-term debt
|
—
|
|
|
—
|
|
|
98.1
|
|
|||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(97.1
|
)
|
|||
Repurchase of Common Stock
|
(421.4
|
)
|
|
(99.2
|
)
|
|
(183.6
|
)
|
|||
Proceeds from exercised stock options
|
23.1
|
|
|
54.6
|
|
|
15.3
|
|
|||
Payments related to tax withholding for share-based payment arrangements
|
(8.6
|
)
|
|
(8.7
|
)
|
|
(2.9
|
)
|
|||
Cash dividends on Common Stock
|
(263.8
|
)
|
|
(242.6
|
)
|
|
(218.8
|
)
|
|||
Distribution to non-controlling interest
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(3.8
|
)
|
|||
Financing fees
|
(2.2
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||
Net cash used in financing activities
|
(674.3
|
)
|
|
(421.1
|
)
|
|
(386.4
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5.7
|
)
|
|
12.7
|
|
|
1.9
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(178.1
|
)
|
|
42.7
|
|
|
84.4
|
|
|||
Cash and cash equivalents at beginning of year
|
970.7
|
|
|
928.0
|
|
|
843.6
|
|
|||
Cash and cash equivalents at end of year
|
$
|
792.6
|
|
|
$
|
970.7
|
|
|
$
|
928.0
|
|
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 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.
|
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, 2019
|
January 31, 2018
|
||||||||||
(in millions)
|
Gross Carrying Amount
|
Accumulated Amortization
|
Gross Carrying
Amount
|
Accumulated Amortization
|
||||||||
Product rights
|
$
|
48.9
|
|
$
|
(16.0
|
)
|
$
|
48.9
|
|
$
|
(13.5
|
)
|
Key money
|
34.1
|
|
(6.0
|
)
|
36.8
|
|
(5.5
|
)
|
||||
Trademarks
|
2.5
|
|
(2.5
|
)
|
2.5
|
|
(2.5
|
)
|
||||
|
$
|
85.5
|
|
$
|
(24.5
|
)
|
$
|
88.2
|
|
$
|
(21.5
|
)
|
(in millions)
|
Americas
|
Asia-Pacific
|
Japan
|
Europe
|
Other
|
Total
|
||||||||||||
January 31, 2017
|
$
|
12.1
|
|
$
|
0.3
|
|
$
|
1.0
|
|
$
|
1.1
|
|
$
|
23.9
|
|
$
|
38.4
|
|
Translation
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.6
|
|
0.7
|
|
||||||
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
|
|
|
Years Ended January 31,
|
|
|||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales*:
|
|
|
|
|
|
||||||
Jewelry collections
|
$
|
2,374.1
|
|
|
$
|
2,146.6
|
|
|
$
|
1,991.0
|
|
Engagement jewelry
|
1,157.4
|
|
|
1,111.9
|
|
|
1,174.9
|
|
|||
Designer jewelry
|
544.5
|
|
|
551.2
|
|
|
529.1
|
|
|||
All other
|
366.1
|
|
|
360.1
|
|
|
306.8
|
|
|||
|
$
|
4,442.1
|
|
|
$
|
4,169.8
|
|
|
$
|
4,001.8
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net earnings for basic and diluted EPS
|
$
|
586.4
|
|
$
|
370.1
|
|
$
|
446.1
|
|
Weighted-average shares for basic EPS
|
122.9
|
|
124.5
|
|
125.1
|
|
|||
Incremental shares based upon the assumed exercise of stock options and unvested restricted stock units
|
0.6
|
|
0.6
|
|
0.4
|
|
|||
Weighted-average shares for diluted EPS
|
123.5
|
|
125.1
|
|
125.5
|
|
•
|
The establishment of a lease liability of approximately
$1.2 billion
and
|
•
|
The reclassification of
$31.1 million
of deferred gains on sale-leasebacks to opening retained earnings.
|
•
|
The Company's revenue is primarily generated from the sale of finished products to customers (primarily through the retail, e-commerce or wholesale channels). The Company's performance obligations underlying such sales, and the timing of revenue recognition related thereto, remain substantially unchanged following the adoption of this ASU.
|
•
|
The Company now recognizes breakage income on gift cards and merchandise credits (which represents income recognized from the customer's unexercised right to receive merchandise through the redemption of such gift cards and merchandise credits) based on the historical pattern of gift card and merchandise credit redemptions. Breakage income recognized during 2018 was not significant.
|
•
|
This ASU requires sales returns reserves to be presented on a gross basis on the consolidated balance sheet, with the asset related to merchandise expected to be returned recorded outside of Accounts receivable, net. Prior to the adoption of this ASU, sales returns reserves were recorded on a net basis within Accounts receivable, net.
|
|
January 31, 2019
|
||||||||||
(in millions)
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Adoption
Increase/(Decrease)
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
245.4
|
|
|
$
|
257.6
|
|
|
$
|
(12.2
|
)
|
Prepaid expenses and other current assets
|
230.8
|
|
|
218.6
|
|
|
12.2
|
|
C.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Interest, net of interest capitalization
|
$
|
40.6
|
|
$
|
41.5
|
|
$
|
40.6
|
|
Income taxes
|
$
|
291.4
|
|
$
|
156.2
|
|
$
|
213.9
|
|
|
January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Accrued capital expenditures
|
$
|
11.0
|
|
$
|
20.1
|
|
$
|
10.7
|
|
D.
|
INVENTORIES
|
|
January 31,
|
|
||||
(in millions)
|
2019
|
|
2018
|
|
||
Finished goods
|
$
|
1,484.3
|
|
$
|
1,314.6
|
|
Raw materials
|
781.8
|
|
821.4
|
|
||
Work-in-process
|
161.9
|
|
117.5
|
|
||
Inventories, net
|
$
|
2,428.0
|
|
$
|
2,253.5
|
|
E.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
January 31,
|
|
||||
(in millions)
|
2019
|
|
2018
|
|
||
Land
|
$
|
41.8
|
|
$
|
41.8
|
|
Buildings
|
122.6
|
|
123.0
|
|
||
Leasehold and building improvements
|
1,378.1
|
|
1,328.6
|
|
||
Office equipment
|
286.0
|
|
267.4
|
|
||
Software
|
452.2
|
|
353.2
|
|
||
Furniture and fixtures
|
315.0
|
|
311.6
|
|
||
Machinery and equipment
|
197.8
|
|
187.4
|
|
||
Construction-in-progress
|
98.7
|
|
105.1
|
|
||
|
2,892.2
|
|
2,718.1
|
|
||
Accumulated depreciation and amortization
|
(1,865.5
|
)
|
(1,727.6
|
)
|
||
|
$
|
1,026.7
|
|
$
|
990.5
|
|
F.
|
ACCOUNTS PAYABLE AND ACCRUED LIABILTIES
|
|
January 31,
|
|
||||
(in millions)
|
2019
|
|
2018
|
|
||
Accounts payable - trade
|
$
|
217.1
|
|
$
|
201.5
|
|
Accrued compensation and commissions
|
120.9
|
|
110.0
|
|
||
Other
|
175.4
|
|
125.9
|
|
||
|
$
|
513.4
|
|
$
|
437.4
|
|
G.
|
DEBT
|
|
|
January 31,
|
|
|||
(in millions)
|
2019
|
|
2018
|
|
||
Short-term borrowings:
|
|
|
||||
Credit Facilities
|
$
|
13.5
|
|
$
|
33.5
|
|
Other credit facilities
|
99.9
|
|
87.1
|
|
||
|
$
|
113.4
|
|
$
|
120.6
|
|
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
|
91.8
|
|
91.9
|
|
||
|
891.8
|
|
891.9
|
|
||
Less unamortized discounts and debt issuance costs
|
8.4
|
|
9.0
|
|
||
|
$
|
883.4
|
|
$
|
882.9
|
|
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)
|
|
|
2020
|
$
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
50.0
|
|
|
2024
|
—
|
|
|
Thereafter
|
841.8
|
|
|
|
$
|
891.8
|
|
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, both the effective and ineffective portions of 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 effective portion of 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. Amounts excluded from the effectiveness calculation and any ineffective portions of the change in fair value of the derivative are recognized in current earnings.
|
Cross-Currency Swap
|
|
Notional Amount
|
|||||
Effective Date
|
Maturity Date
|
(in billions)
|
(in millions)
|
||||
July 2016
|
October 1, 2024
|
¥
|
10.6
|
|
$
|
100.0
|
|
March 2017
|
April 1, 2027
|
11.0
|
|
96.1
|
|
||
May 2017
|
April 1, 2027
|
5.6
|
|
50.0
|
|
(in millions)
|
|
Notional Amount
|
|
|
USD Equivalent
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
||
Japanese yen
|
¥
|
16,902.4
|
|
$
|
157.4
|
|
British pound
|
£
|
14.7
|
|
|
19.4
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||
U.S. dollar
|
$
|
47.4
|
|
$
|
47.4
|
|
Euro
|
€
|
6.6
|
|
|
7.7
|
|
Australian dollar
|
AU$
|
44.0
|
|
|
31.8
|
|
British pound
|
£
|
6.3
|
|
|
8.3
|
|
Czech koruna
|
CZK
|
134.1
|
|
|
6.0
|
|
Japanese yen
|
¥
|
1,816.6
|
|
|
16.6
|
|
Hong Kong dollar
|
HKD
|
63.7
|
|
|
8.1
|
|
New Zealand dollar
|
NZ$
|
11.2
|
|
|
7.3
|
|
Singapore dollar
|
S$
|
20.3
|
|
|
15.0
|
|
Korean won
|
W
|
21,516.5
|
|
|
19.2
|
|
Danish kroner
|
DKK
|
50.4
|
|
|
7.7
|
|
|
Years Ended January 31,
|
|
|||||||||||||
|
2019
|
|
2018
|
||||||||||||
(in millions)
|
Pre-Tax Gain
(Loss) Recognized
in OCI
(Effective Portion)
|
|
Pre-Tax Gain (Loss) Reclassified
from Accumulated
OCI into Earnings
(Effective Portion)
|
|
Pre-Tax Gain
(Loss) Recognized
in OCI
(Effective Portion)
|
|
Pre-Tax Gain (Loss) Reclassified
from Accumulated
OCI into Earnings
(Effective Portion)
|
||||||||
Derivatives in Cash Flow Hedging
Relationships:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
a
|
$
|
5.8
|
|
|
$
|
2.6
|
|
|
$
|
(6.3
|
)
|
|
$
|
0.1
|
|
Precious metal collars
a
|
—
|
|
|
0.6
|
|
|
1.0
|
|
|
0.3
|
|
||||
Precious metal forward contracts
a
|
(7.2
|
)
|
|
(1.0
|
)
|
|
4.2
|
|
|
(0.9
|
)
|
||||
Cross-currency swaps
b
|
0.3
|
|
|
0.4
|
|
|
(19.9
|
)
|
|
(11.1
|
)
|
||||
Forward-starting interest rate swaps
c
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||
|
$
|
(1.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(21.0
|
)
|
|
$
|
(13.0
|
)
|
a
|
The gain or loss recognized in earnings is included within Cost of sales.
|
b
|
The gain or loss recognized in earnings is included within Other expense, net.
|
c
|
The gain or loss recognized in earnings is included within Interest expense and financing costs.
|
I.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
Estimated Fair Value
|
|
Total Fair
Value
|
||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Time deposits
a
|
$
|
320.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
320.5
|
|
Marketable securities
b
|
22.5
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Precious metal forward contracts
c
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||
Foreign exchange forward contracts
c
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
c
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Total financial assets
|
$
|
343.0
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
347.7
|
|
|
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
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Foreign exchange forward contracts
d
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||
Cross-currency swaps
d
|
—
|
|
|
20.2
|
|
|
—
|
|
|
20.2
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||||||||
Foreign exchange forward contracts
d
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
28.3
|
|
|
$
|
—
|
|
|
$
|
28.3
|
|
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.
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Minimum rent for retail locations
|
$
|
217.0
|
|
$
|
198.7
|
|
$
|
184.1
|
|
Contingent rent based on sales
|
38.9
|
|
32.7
|
|
32.4
|
|
|||
Office, distribution and manufacturing facilities and equipment
|
38.3
|
|
40.0
|
|
40.0
|
|
|||
|
$
|
294.2
|
|
$
|
271.4
|
|
$
|
256.5
|
|
Years Ending January 31,
|
Annual Minimum Rental Payments
a
(in millions)
|
|
|
2020
|
$
|
292.8
|
|
2021
|
239.2
|
|
|
2022
|
212.8
|
|
|
2023
|
177.4
|
|
|
2024
|
146.8
|
|
|
Thereafter
|
438.0
|
|
a
|
Operating lease obligations do not include obligations for property taxes, insurance and maintenance that are required by most lease agreements.
|
|
January 31,
|
|
|||||
(in millions)
|
2019
|
|
|
2018
|
|
||
Accumulated other comprehensive loss, net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
(108.2
|
)
|
|
$
|
(48.0
|
)
|
Unrealized loss on marketable securities
a
|
—
|
|
|
(1.8
|
)
|
||
Deferred hedging loss
|
(24.5
|
)
|
|
(22.9
|
)
|
||
Net unrealized loss on benefit plans
|
(72.1
|
)
|
|
(65.3
|
)
|
||
|
$
|
(204.8
|
)
|
|
$
|
(138.0
|
)
|
a
|
The Company adopted ASU 2016-01 -
Financial Instruments - Overall
:
Recognition and Measurement of Financial Assets and Financial Liabilities
on February 1, 2018 using the modified retrospective method. Under ASU 2016-01, the Company recognizes both realized and unrealized gains and losses on marketable securities in Other expense, net. Previously, unrealized gains and losses were recorded as a separate component of stockholders' equity.
|
|
Years Ended January 31,
|
|
|||||||
(
in millions
)
|
2019
|
|
2018
|
|
2017
|
|
|||
Foreign currency translation adjustments
|
$
|
(62.9
|
)
|
$
|
97.9
|
|
$
|
8.3
|
|
Income tax benefit (expense)
|
2.7
|
|
(2.2
|
)
|
(16.7
|
)
|
|||
Foreign currency translation adjustments, net of tax
|
(60.2
|
)
|
95.7
|
|
(8.4
|
)
|
|||
Unrealized gain on marketable securities
|
—
|
|
0.2
|
|
2.7
|
|
|||
Reclassification for gain included in net earnings
|
—
|
|
(3.5
|
)
|
—
|
|
|||
Income tax benefit (expense)
|
—
|
|
0.7
|
|
(0.9
|
)
|
|||
Unrealized (loss) gain on marketable securities, net of tax
|
—
|
|
(2.6
|
)
|
1.8
|
|
|||
Unrealized (loss) gain on hedging instruments
|
(1.1
|
)
|
(21.0
|
)
|
12.1
|
|
|||
Reclassification adjustment for (gain) loss included in
net earnings
a
|
(1.2
|
)
|
13.0
|
|
4.9
|
|
|||
Income tax benefit (expense)
|
0.7
|
|
1.2
|
|
(6.3
|
)
|
|||
Unrealized (loss) gain on hedging instruments, net of tax
|
(1.6
|
)
|
(6.8
|
)
|
10.7
|
|
|||
Net actuarial (loss) gain
|
(24.2
|
)
|
30.6
|
|
14.1
|
|
|||
Amortization of net loss included in net earnings
b
|
15.1
|
|
13.3
|
|
14.7
|
|
|||
Amortization of prior service credit included in net earnings
b
|
(0.6
|
)
|
(0.5
|
)
|
(0.7
|
)
|
|||
Income tax benefit (expense)
|
2.9
|
|
(11.5
|
)
|
(10.3
|
)
|
|||
Net unrealized (loss) gain on benefit plans, net of tax
|
(6.8
|
)
|
31.9
|
|
17.8
|
|
|||
Total other comprehensive (loss) earnings, net of tax
|
$
|
(68.6
|
)
|
$
|
118.2
|
|
$
|
21.9
|
|
a
|
These losses (gains) are reclassified into Interest expense and financing costs and Cost of sales (see "Note H. Hedging Instruments" for additional details).
|
b
|
These losses (gains) are included in the computation of net periodic benefit cost (see "Note M. Employee Benefit Plans" for additional details) and are reclassified into Other expense, net.
|
|
Years Ended January 31,
|
|
|||||||
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
|||
Cost of repurchases
|
$
|
421.4
|
|
$
|
99.2
|
|
$
|
183.6
|
|
Shares repurchased and retired
|
3.5
|
|
1.0
|
|
2.8
|
|
|||
Average cost per share
|
$
|
121.28
|
|
$
|
94.86
|
|
$
|
65.24
|
|
|
Years Ended January 31,
|
|
||||
|
2019
|
|
2018
|
|
2017
|
|
Dividend yield
|
2.2
|
%
|
1.8
|
%
|
2.0
|
%
|
Expected volatility
|
24.2
|
%
|
22.0
|
%
|
23.8
|
%
|
Risk-free interest rate
|
2.5
|
%
|
2.2
|
%
|
1.8
|
%
|
Expected term in years
|
4
|
|
5
|
|
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, 2018
|
1.7
|
|
$
|
84.25
|
|
7.87
|
$
|
41.1
|
|
Granted
|
1.1
|
|
92.05
|
|
|
|
|||
Exercised
|
(0.3
|
)
|
70.35
|
|
|
|
|||
Forfeited/canceled
|
(0.1
|
)
|
76.46
|
|
|
|
|||
Outstanding at January 31, 2019
|
2.4
|
|
$
|
89.84
|
|
8.33
|
$
|
11.3
|
|
Exercisable at January 31, 2019
|
0.7
|
|
$
|
84.21
|
|
6.45
|
$
|
7.0
|
|
|
Number of Shares
(in millions)
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Non-vested at January 31, 2018
|
0.6
|
|
$
|
81.12
|
|
Granted
|
0.3
|
|
103.40
|
|
|
Vested
|
(0.2
|
)
|
103.47
|
|
|
Forfeited
|
(0.1
|
)
|
88.57
|
|
|
Non-vested at January 31, 2019
|
0.6
|
|
$
|
88.49
|
|
|
Number of Shares
(in millions)
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Non-vested at January 31, 2018
|
0.5
|
|
$
|
84.85
|
|
Granted
|
0.2
|
|
85.26
|
|
|
Vested
|
(0.1
|
)
|
84.16
|
|
|
Forfeited/canceled
|
(0.1
|
)
|
83.46
|
|
|
Non-vested at January 31, 2019
|
0.5
|
|
$
|
85.30
|
|
M.
|
EMPLOYEE BENEFIT PLANS
|
|
Years Ended January 31,
|
|
|||||||||||
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
795.6
|
|
$
|
783.7
|
|
|
$
|
78.5
|
|
$
|
72.5
|
|
Service cost
|
17.9
|
|
17.3
|
|
|
3.0
|
|
2.8
|
|
||||
Interest cost
|
30.7
|
|
32.0
|
|
|
3.0
|
|
3.0
|
|
||||
Participants' contributions
|
—
|
|
—
|
|
|
1.3
|
|
1.0
|
|
||||
MMA retiree drug subsidy
|
—
|
|
—
|
|
|
0.1
|
|
0.2
|
|
||||
Actuarial (gain) loss
|
(22.4
|
)
|
21.1
|
|
|
(7.0
|
)
|
1.5
|
|
||||
Benefits paid
|
(26.8
|
)
|
(59.4
|
)
|
|
(2.8
|
)
|
(2.5
|
)
|
||||
Translation
|
—
|
|
0.9
|
|
|
—
|
|
—
|
|
||||
Projected benefit obligation at end of year
|
795.0
|
|
795.6
|
|
|
76.1
|
|
78.5
|
|
||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
578.1
|
|
530.1
|
|
|
—
|
|
—
|
|
||||
Actual return on plan assets
|
(20.1
|
)
|
86.1
|
|
|
—
|
|
—
|
|
||||
Employer contribution
|
18.5
|
|
21.3
|
|
|
1.4
|
|
1.3
|
|
||||
Participants' contributions
|
—
|
|
—
|
|
|
1.3
|
|
1.0
|
|
||||
MMA retiree drug subsidy
|
—
|
|
—
|
|
|
0.1
|
|
0.2
|
|
||||
Benefits paid
|
(26.8
|
)
|
(59.4
|
)
|
|
(2.8
|
)
|
(2.5
|
)
|
||||
Fair value of plan assets at end of year
|
549.7
|
|
578.1
|
|
|
—
|
|
—
|
|
||||
Funded status at end of year
|
$
|
(245.3
|
)
|
$
|
(217.5
|
)
|
|
$
|
(76.1
|
)
|
$
|
(78.5
|
)
|
|
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, 2018
|
|
||||||||||
(in millions)
|
Qualified
|
|
Excess/SRIP
|
|
Other
|
|
Total
|
|
||||
Projected benefit obligation
|
$
|
662.0
|
|
$
|
112.6
|
|
$
|
21.0
|
|
$
|
795.6
|
|
Fair value of plan assets
|
578.1
|
|
—
|
|
—
|
|
578.1
|
|
||||
Funded status
|
$
|
(83.9
|
)
|
$
|
(112.6
|
)
|
$
|
(21.0
|
)
|
$
|
(217.5
|
)
|
Accumulated benefit obligation
|
$
|
600.2
|
|
$
|
98.5
|
|
$
|
19.3
|
|
$
|
718.0
|
|
|
Years Ended January 31,
|
|
|||||||||||
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Net actuarial loss (gain)
|
$
|
132.7
|
|
$
|
116.5
|
|
|
$
|
(5.8
|
)
|
$
|
1.3
|
|
Prior service cost (credit)
|
0.5
|
|
0.6
|
|
|
(1.0
|
)
|
(1.7
|
)
|
||||
Total before tax
|
$
|
133.2
|
|
$
|
117.1
|
|
|
$
|
(6.8
|
)
|
$
|
(0.4
|
)
|
(in millions)
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||
Net actuarial loss
|
$
|
10.5
|
|
|
$
|
|
|
Prior service cost (credit)
|
0.1
|
|
|
(0.7
|
)
|
||
|
$
|
10.6
|
|
|
$
|
(0.7
|
)
|
|
Years Ended January 31,
|
|
|||||||||||||||||
|
Pension Benefits
|
|
|
Other Postretirement Benefits
|
|
||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Service cost
|
$
|
17.9
|
|
$
|
17.3
|
|
$
|
17.4
|
|
|
$
|
3.0
|
|
$
|
2.8
|
|
$
|
2.8
|
|
Interest cost
|
30.7
|
|
32.0
|
|
31.6
|
|
|
3.0
|
|
3.0
|
|
3.1
|
|
||||||
Expected return on plan assets
|
(33.4
|
)
|
(32.9
|
)
|
(23.5
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost
|
0.1
|
|
0.2
|
|
—
|
|
|
(0.7
|
)
|
(0.7
|
)
|
(0.7
|
)
|
||||||
Amortization of net loss
|
15.0
|
|
13.2
|
|
14.7
|
|
|
0.1
|
|
0.1
|
|
—
|
|
||||||
Net periodic benefit cost
|
30.3
|
|
29.8
|
|
40.2
|
|
|
5.4
|
|
5.2
|
|
5.2
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
31.2
|
|
(32.1
|
)
|
(3.6
|
)
|
|
(7.0
|
)
|
1.5
|
|
(10.5
|
)
|
||||||
Recognized actuarial loss
|
(15.0
|
)
|
(13.2
|
)
|
(14.7
|
)
|
|
(0.1
|
)
|
(0.1
|
)
|
—
|
|
||||||
Recognized prior service (cost) credit
|
(0.1
|
)
|
(0.2
|
)
|
—
|
|
|
0.7
|
|
0.7
|
|
0.7
|
|
||||||
Total recognized in other comprehensive earnings
|
16.1
|
|
(45.5
|
)
|
(18.3
|
)
|
|
(6.4
|
)
|
2.1
|
|
(9.8
|
)
|
||||||
Total recognized in net periodic benefit cost and other comprehensive earnings
|
$
|
46.4
|
|
$
|
(15.7
|
)
|
$
|
21.9
|
|
|
$
|
(1.0
|
)
|
$
|
7.3
|
|
$
|
(4.6
|
)
|
|
January 31,
|
|
||
|
2019
|
|
2018
|
|
Discount rate:
|
|
|
||
Qualified Plan
|
4.25
|
%
|
4.00
|
%
|
Excess Plan/SRIP
|
4.25
|
%
|
3.75
|
%
|
Other Plans
|
0.81
|
%
|
0.83
|
%
|
Other Postretirement Benefits
|
4.50
|
%
|
4.00
|
%
|
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
|
%
|
1.13
|
%
|
|
Years Ended January 31,
|
|
||||
|
2019
|
|
2018
|
|
2017
|
|
Discount rate:
|
|
|
|
|||
Qualified Plan
|
4.00
|
%
|
4.25
|
%
|
4.50
|
%
|
Excess Plan/SRIP
|
3.75
|
%
|
4.25
|
%
|
4.25
|
%
|
Other Plans
|
1.54
|
%
|
1.49
|
%
|
1.40
|
%
|
Other Postretirement Benefits
|
4.00
|
%
|
4.25
|
%
|
4.50
|
%
|
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
|
1.41
|
%
|
1.38
|
%
|
1.38
|
%
|
|
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
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
|
Fair Value at
|
Fair Value Measurements
Using Inputs Considered as*
|
||||||||||
(in millions)
|
January 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
||||||||
U.S. equity securities
|
$
|
74.3
|
|
$
|
74.3
|
|
$
|
—
|
|
$
|
—
|
|
Mutual fund
|
44.7
|
|
44.7
|
|
—
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
||||||||
Government bonds
|
79.0
|
|
77.3
|
|
1.7
|
|
—
|
|
||||
Corporate bonds
|
115.2
|
|
—
|
|
115.2
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
||||||||
Cash and cash equivalents
|
2.3
|
|
2.3
|
|
—
|
|
—
|
|
||||
Mutual funds
|
49.6
|
|
49.6
|
|
—
|
|
—
|
|
||||
Net assets in fair value hierarchy
|
365.1
|
|
248.2
|
|
116.9
|
|
—
|
|
||||
Investments at NAV practical expedient
a
|
213.0
|
|
|
|
|
|||||||
Plan assets at fair value
|
$
|
578.1
|
|
$
|
248.2
|
|
$
|
116.9
|
|
$
|
—
|
|
*
|
See "Note I. 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)
|
|
||
2020
|
$
|
28.4
|
|
$
|
2.0
|
|
2021
|
29.3
|
|
2.1
|
|
||
2022
|
30.3
|
|
2.2
|
|
||
2023
|
31.3
|
|
2.4
|
|
||
2024
|
32.5
|
|
2.6
|
|
||
2025-2029
|
188.0
|
|
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)
|
2019
|
|
2018
|
|
2017
|
|
|||
United States
|
$
|
584.5
|
|
$
|
597.1
|
|
$
|
478.2
|
|
Foreign
|
159.0
|
|
163.4
|
|
198.4
|
|
|||
|
$
|
743.5
|
|
$
|
760.5
|
|
$
|
676.6
|
|
|
Years Ended January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Current:
|
|
|
|
||||||
Federal
|
$
|
112.5
|
|
$
|
227.9
|
|
$
|
125.5
|
|
State
|
18.2
|
|
16.7
|
|
15.4
|
|
|||
Foreign
|
47.7
|
|
49.0
|
|
43.5
|
|
|||
|
178.4
|
|
293.6
|
|
184.4
|
|
|||
Deferred:
|
|
|
|
||||||
Federal
|
(23.2
|
)
|
94.1
|
|
36.7
|
|
|||
State
|
(2.0
|
)
|
1.1
|
|
7.1
|
|
|||
Foreign
|
3.9
|
|
1.6
|
|
2.3
|
|
|||
|
(21.3
|
)
|
96.8
|
|
46.1
|
|
|||
|
$
|
157.1
|
|
$
|
390.4
|
|
$
|
230.5
|
|
|
Years Ended January 31,
|
|
||||
|
2019
|
|
2018
|
|
2017
|
|
Statutory Federal income tax rate
|
21.0
|
%
|
33.8
|
%
|
35.0
|
%
|
State income taxes, net of Federal benefit
|
1.5
|
|
1.5
|
|
2.2
|
|
Foreign losses with no tax benefit
|
—
|
|
0.2
|
|
0.2
|
|
Foreign tax rate differences
|
1.1
|
|
(1.4
|
)
|
(2.3
|
)
|
Net change in uncertain tax positions
|
(0.4
|
)
|
0.2
|
|
(0.7
|
)
|
Domestic manufacturing deduction
|
—
|
|
(1.8
|
)
|
(0.9
|
)
|
Foreign Derived Intangible Income deduction
|
(2.6
|
)
|
—
|
|
—
|
|
Impact of the 2017 Tax Act
|
1.3
|
|
19.8
|
|
—
|
|
Other
|
(0.8
|
)
|
(1.0
|
)
|
0.6
|
|
|
21.1
|
%
|
51.3
|
%
|
34.1
|
%
|
|
January 31,
|
|
||||
(in millions)
|
2019
|
|
2018
|
|
||
Deferred tax assets:
|
|
|
||||
Pension/postretirement benefits
|
$
|
82.1
|
|
$
|
81.2
|
|
Accrued expenses
|
31.3
|
|
25.4
|
|
||
Share-based compensation
|
7.9
|
|
7.2
|
|
||
Depreciation and amortization
|
18.1
|
|
14.8
|
|
||
Foreign and state net operating losses
|
7.0
|
|
9.2
|
|
||
Sale-leasebacks
|
13.1
|
|
17.2
|
|
||
Inventory
|
42.5
|
|
35.8
|
|
||
Unearned income
|
7.2
|
|
7.7
|
|
||
Other
|
28.8
|
|
23.2
|
|
||
|
238.0
|
|
221.7
|
|
||
Valuation allowance
|
(8.5
|
)
|
(9.6
|
)
|
||
|
229.5
|
|
212.1
|
|
||
Deferred tax liabilities:
|
|
|
||||
Foreign tax credit and other tax liabilities
|
(21.5
|
)
|
(24.9
|
)
|
||
Net deferred tax asset
|
$
|
208.0
|
|
$
|
187.2
|
|
|
Years ended January 31,
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Unrecognized tax benefits at beginning of year
|
$
|
10.1
|
|
$
|
7.2
|
|
$
|
14.0
|
|
Gross increases – tax positions in prior period
|
8.0
|
|
3.2
|
|
0.9
|
|
|||
Gross decreases – tax positions in prior period
|
—
|
|
(0.9
|
)
|
(5.0
|
)
|
|||
Gross increases – tax positions in current period
|
1.3
|
|
0.6
|
|
0.3
|
|
|||
Settlements
|
—
|
|
—
|
|
(3.0
|
)
|
|||
Lapse of statute of limitations
|
(2.1
|
)
|
—
|
|
—
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
17.3
|
|
$
|
10.1
|
|
$
|
7.2
|
|
|
Years Ended January 31,
|
|
|||||||||
(in millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net sales:
|
|
|
|
|
|
||||||
Americas
|
$
|
1,960.3
|
|
|
$
|
1,870.9
|
|
|
$
|
1,841.9
|
|
Asia-Pacific
|
1,239.0
|
|
|
1,095.0
|
|
|
999.1
|
|
|||
Japan
|
643.0
|
|
|
596.3
|
|
|
604.4
|
|
|||
Europe
|
504.4
|
|
|
489.0
|
|
|
462.5
|
|
|||
Total reportable segments
|
4,346.7
|
|
|
4,051.2
|
|
|
3,907.9
|
|
|||
Other
|
95.4
|
|
|
118.6
|
|
|
93.9
|
|
|||
|
$
|
4,442.1
|
|
|
$
|
4,169.8
|
|
|
$
|
4,001.8
|
|
Earnings from operations*:
|
|
|
|
|
|
||||||
Americas
|
$
|
386.7
|
|
|
$
|
399.0
|
|
|
$
|
387.9
|
|
Asia-Pacific
|
311.5
|
|
|
287.7
|
|
|
258.4
|
|
|||
Japan
|
237.2
|
|
|
209.3
|
|
|
208.1
|
|
|||
Europe
|
86.2
|
|
|
90.4
|
|
|
85.9
|
|
|||
Total reportable segments
|
1,021.6
|
|
|
986.4
|
|
|
940.3
|
|
|||
Other
|
(6.4
|
)
|
|
3.6
|
|
|
4.0
|
|
|||
|
$
|
1,015.2
|
|
|
$
|
990.0
|
|
|
$
|
944.3
|
|
*
|
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)
|
2019
|
|
2018
|
|
2017
|
|
|||
Earnings from operations for segments
|
$
|
1,015.2
|
|
$
|
990.0
|
|
$
|
944.3
|
|
Unallocated corporate expenses
|
(224.9
|
)
|
(180.6
|
)
|
(159.9
|
)
|
|||
Interest expense and financing costs and Other expense, net
|
(46.8
|
)
|
(48.9
|
)
|
(69.8
|
)
|
|||
Other operating expenses
|
—
|
|
—
|
|
(38.0
|
)
|
|||
Earnings from operations before income taxes
|
$
|
743.5
|
|
$
|
760.5
|
|
$
|
676.6
|
|
|
January 31,
|
|
||||
(in millions)
|
2019
|
|
2018
|
|
||
Long-lived assets:
|
|
|
||||
United States
|
$
|
762.9
|
|
$
|
724.5
|
|
Japan
|
18.9
|
|
21.4
|
|
||
Other countries
|
306.1
|
|
301.4
|
|
||
|
$
|
1,087.9
|
|
$
|
1,047.3
|
|
|
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
|
|
|
2017 Quarters Ended
|
|
||||||||||
(in millions, except per share amounts)
|
April 30
|
|
July 31
|
|
October 31
|
|
January 31
a
|
|
||||
Net sales
|
$
|
899.6
|
|
$
|
959.7
|
|
$
|
976.2
|
|
$
|
1,334.3
|
|
Gross profit
|
559.1
|
|
599.6
|
|
600.0
|
|
852.0
|
|
||||
Earnings from operations
|
149.6
|
|
184.7
|
|
164.0
|
|
311.1
|
|
||||
Net earnings
|
92.9
|
|
115.0
|
|
100.2
|
|
61.9
|
|
||||
Net earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
0.75
|
|
$
|
0.92
|
|
$
|
0.81
|
|
$
|
0.50
|
|
Diluted
|
$
|
0.74
|
|
$
|
0.92
|
|
$
|
0.80
|
|
$
|
0.50
|
|
a
|
Net earnings included a net charge of
$146.2 million
, or
$1.17
per diluted share, related to the estimated impact of the 2017 Tax Act (see "Note N. Income Taxes") for the quarter ended January 31, 2018.
|
Exhibit No. Description
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No. Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following financial information from Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2019, filed with the SEC, formatted in 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.
|
Exhibit No. Description
|
|
|
|
|
|
|
|
Exhibit No. Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No. Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No. Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No. Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: March 22, 2019
|
|
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/ Roger N. Farah
|
|
By:
|
/s/ Lawrence K. Fish
|
|
Roger N. Farah
|
|
|
Lawrence K. Fish
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Abby F. Kohnstamm
|
|
By:
|
/s/ James E. Lillie
|
|
Abby F. Kohnstamm
|
|
|
James E. Lillie
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert S. Singer
|
|
By:
|
/s/ William A. Shutzer
|
|
Robert S. Singer
|
|
|
William A. Shutzer
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Francesco Trapani
|
|
By:
|
/s/ Annie Young - Scrivner
|
|
Francesco Trapani
|
|
|
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, 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
|
|
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, 2017:
|
|
|
|
|
|
|
||||||||||
Reserves deducted from assets:
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
||||||||||
Doubtful accounts
|
$
|
3.2
|
|
$
|
3.8
|
|
$
|
—
|
|
$
|
5.1
|
|
a
|
$
|
1.9
|
|
Sales returns
|
8.3
|
|
2.5
|
|
—
|
|
1.2
|
|
b
|
9.6
|
|
|||||
Allowance for inventory liquidation
and obsolescence
|
59.2
|
|
19.2
|
|
—
|
|
13.0
|
|
c
|
65.4
|
|
|||||
Allowance for inventory shrinkage
|
1.2
|
|
0.5
|
|
—
|
|
0.7
|
|
d
|
1.0
|
|
|||||
Deferred tax valuation allowance
|
19.5
|
|
5.0
|
|
—
|
|
0.4
|
|
e
|
24.1
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Alessandro Bogliolo
|
Chief Executive Officer
|
(principal executive officer)
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Mark J. Erceg
|
Executive Vice President
|
Chief Financial Officer
|
(principal financial officer)
|
/s/ Alessandro Bogliolo
|
Chief Executive Officer
|
(principal executive officer)
|
/s/ Mark J. Erceg
|
Executive Vice President
|
Chief Financial Officer
|
(principal financial officer)
|