Tiffany & Company 2016 Annual Report
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ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JANUARY 31, 2017 NOTICE OF 2017 ANNUAL MEETING AND PROXY STATEMENT CLOCKWISE, FROM TOP LEFT: the Tiffany® Setting with Tiffany Embrace® band ring, Elsa Peretti® Diamonds by the Yard® pendant and necklace, Tiffany Embrace® band ring, Tiffany & Co. Schlumberger® Sixteen Stone ring, Tiffany Victoria® band ring, Tiffany T wire bracelet with diamonds, Tiffany T square bracelet. 727 FIFTH AVENUE NEW YORK NEW YORK 10022 212 755 8000 MICHAEL J. KOWALSKI CHAIRMAN OF THE BOARD AND INTERIM CHIEF EXECUTIVE OFFICER April 7, 2017 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders of Tiffany & Co. on Thursday, May 25, 2017. This year’s meeting will be held at The Rubin Museum of Art, 150 West 17th Street (at Seventh Avenue) in New York, and will begin at 9:30 a.m. To attend the meeting, you will need to register online. To do so, please follow the instructions in the Proxy Statement on page PS-10. When you arrive at the meeting, you will be asked to provide your registration confirmation and photo identification. We appreciate your cooperation. Your participation in the affairs of Tiffany & Co. is important. Therefore, please vote your shares regardless of whether or not you plan to attend the meeting. You can vote by accessing the Internet site to vote electronically, by completing and returning the enclosed proxy card by mail, or by calling the number listed on the card and following the prompts. Fiscal 2016 was a year of significant challenges. However, we made progress in pursuing strategies that we expect will drive sales, earnings growth and long-term shareholder value. We are focused on increasing the rate of our new product introductions and innovations, maximizing our marketing effectiveness, strengthening relationships with customers, optimizing our store network, and improving our business operations and processes, all while effectively managing our capital and costs. Worldwide net sales of $4 billion were 3% lower than a year ago and comparable store sales declined 5% due to varying degrees of softness in most regions. There was no translation effect on sales on a full-year worldwide basis. Net earnings of $446 million, or $3.55 per diluted share, were modestly below the prior year, as the sales decline was mitigated by a higher gross margin and prudent expense management. Excluding charges recorded in the current and prior years, net earnings per diluted share declined 2% to $3.75 in 2016 (see “Non-GAAP Measures” on page K-29). We remained focused on capital stewardship and managing our balance sheet with discipline, and we generated strong cash flow that is available to reinvest in our business and return to shareholders through dividends and share repurchases. Last May, our Board of Directors approved a 12.5% increase in the quarterly cash dividend, representing the 15th increase in the past 14 years, and, during the last fiscal year, we repurchased $184 million of shares. Our strong balance sheet provides us with the flexibility to pursue our growth strategies while enabling us to deliver cash returns to shareholders. Tiffany and the broader luxury industry were faced with macroeconomic challenges, geopolitical uncertainties, and volatile currencies in 2016, which we believe affected spending by both local customers and foreign tourists. While we anticipate that these factors will continue to be relevant in 2017, our management team continues to believe in our core strategies and is focused on accelerating execution of those strategies. We introduced new products in 2016 across a wide range of materials and price points – including magnificent high jewelry crafted in diamonds and platinum, beautiful jewelry designs in gold and sterling silver, and our growing collection of watches. We remain committed to a more active pace of new product introductions and innovations. Our marketing communications reached an increasingly global audience through print, digital and social media, and we aired our first-ever commercial during the Super Bowl. We further optimized our worldwide distribution in 2016 by opening 11 stores, relocating five, closing five, and renovating many additional stores, as well as adding visually appealing and informative features to our website – all of which are intended to enhance engagement with our customers and better their experiences with Tiffany. The focus on advancing our business operations through supply chain excellence, systems enhancements and our global procurement strategy is helping to ensure product availability, streamlined operations and cost efficiency. We also continued to demonstrate our commitment to corporate social responsibility and environmental sustainability, an area of great importance to us and our customers. It is one of the core values of our brand, and I encourage you to learn more about our practices and objectives on Tiffany’s website. In sum, Tiffany’s Board and management team remain focused on strengthening the Company’s position as one of the world’s most important luxury brands, and delivering attractive total shareholder returns over time. Our Board of Directors also believes that our recent change in leadership and our intention to accelerate the execution of our strategic initiatives is paramount to delivering on these objectives. We are committed to hiring a new chief executive officer who has the right combination of skills and experience to help us improve our financial performance in the long term by executing on our core business strategies, and realizing the many opportunities before us. We appreciate your ongoing interest and support. Sincerely, FINANCIAL HIGHLIGHTS (in millions, except percentages, per share amounts and stores) 2016 2015 Net sales $ 4,001.8 $ 4,104.9 Decrease from prior year (3)% (3)% On a constant-exchange-rate basis: * Net sales (decrease) increase from prior year * (3)% 2 % Comparable store sales (decrease) increase from prior year * (5)% — % Net earnings $ 446.1 $ 463.9 Decrease from prior year (4)% (4)% As a percentage of net sales 11 % 11 % Per diluted share $ 3.55 $ 3.59 Net earnings, as adjusted * $ 470.1 $ 493.8 Decrease from prior year (5)% (9)% As a percentage of net sales * 12 % 12 % Per diluted share * $ 3.75 $ 3.83 Weighted-average number of diluted common shares 125.5 129.1 Cash flow from operating activities $ 702.1 $ 813.6 Free cash flow * $ 479.3 $ 560.9 Total debt-to-equity ratio 37 % 37 % Cash dividends paid per share $ 1.75 $ 1.58 Company-operated TIFFANY & CO. stores 313 307 All references to the years relate to fiscal years which ended on January 31 of the following calendar year. See "Item 6. Selected Financial Data" for certain expenses that affected 2016 and 2015 earnings. * See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures" for a reconciliation of GAAP to Non-GAAP measures. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Forr the fiscal yearr ended January 31, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-9494 (Exact name of registrant as specified in its charter) Delaware 13-3228013 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 727 Fifth Avenue, New York, NY 10022 (Address of principal executive offices) (Zip Code) FORM 10-K Registrant's telephone number, including area code: (212) 755-8000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchangegg on which registered Common Stock, $.01 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).