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•	The majority of compensation payable to the CEO and other named executive officers is tied to the Company's financial performance and/or the performance of the stock price (87.0% for the CEO and 65.9% for the other named executive officers, on average), with emphasis on long-term incentives.

•	Long-term and short-term incentive awards granted for Fiscal 2018 and Fiscal 2019 are payable contingent on key performance measures, including operating earnings, growth in annual net sales on a constant-

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•	Short-term incentive awards for Fiscal 2018 were paid out to the named executive officers at levels ranging from 102.6% to 104.6% of target, based on achievement of operating earnings and Constant Currency Sales Growth goals for the year relative to target and individual performance factors.

•	For the performance period beginning February 1, 2016 and ending January 31, 2019 (Fiscal 2016 to Fiscal 2018), performance-based restricted stock units ("PSUs") vested at 128.8% of target shares (64.4% of maximum shares), based on achievement of net earnings per diluted share and return on assets, relative to pre-established targets.

•	Incentive-based compensation (such as cash incentive awards and PSUs, but excluding stock options and time-vesting restricted stock units ("RSUs")) is subject to recoupment in the event of an accounting restatement due to material noncompliance with financial reporting requirements.

•	Executive officers are expected under the Company's share ownership policy to hold shares of common stock worth five times their annual base salary for the CEO and two to three times their annual base salary for other named executive officers.

•	In the event of a change in control, severance benefits are only payable upon an involuntary termination ("dual trigger").

•	The Compensation Committee of the Board retains an independent compensation consultant to advise on the executive compensation program and related policies and practices.

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*	If requesting materials by e-mail, please send a blank e-mail with the 16-Digit Control Number (located on the Notice of Proxy) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

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•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the notice or proxy card; have your notice or proxy card in hand as you will be prompted to enter your control number.

•	Via Telephone. You may vote by proxy via telephone by following the instructions provided in the proxy card; have your notice or proxy card in hand as you will be prompted to enter your control number.

•	By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•	You can send an executed, later-dated proxy card to the Corporate Secretary of the Company, call in different instructions, or provide different instructions through the Internet voting site; or

•	You can notify the Corporate Secretary of the Company in writing that you wish to revoke your proxy; or

•	You can attend the 2019 Annual Meeting and vote in person.

•	Via the Internet. You may instruct your broker or the 401K Plan's trustee, as applicable, as to your vote via the Internet by visiting www.proxyvote.com and entering the control number found in the notice or voting instruction form sent to you.

•	Via Telephone. You may instruct your broker or the 401K Plan's trustee, as applicable, as to your vote by calling the toll-free number found in your voting instruction form and entering the control number found in the notice or voting instruction form sent to you.

•	By Mail. You may instruct your broker or the 401K Plan's trustee, as applicable, as to your vote by mail by filling out the voting instruction form provided to you and returning it in the envelope provided.

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•	FOR the election of all 11 nominees for director named in this Proxy Statement;

•	FOR the ratification of the selection of PwC as the independent registered public accounting firm to audit our Fiscal 2019 financial statements; and

•	FOR approval of the compensation provided to the Company's named executive officers in Fiscal 2018.

•	For shareholders of record, you will have the opportunity to vote by ballot at the meeting.

•	For beneficial owners of shares held in street name, contact your broker before the 2019 Annual Meeting to obtain a legal proxy, and bring the legal proxy with you to the meeting. To submit a vote by ballot at the meeting, you will be required to show the legal proxy as well as photo identification.

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•	The shareholder who owns the share is present in person at the 2019 Annual Meeting, whether or not he or she chooses to cast a ballot on any proposal; or

•	The shareholder is represented by proxy at the 2019 Annual Meeting, including, for any beneficial owner of shares held in street name, by the organization holding such shareholder's account.

•	The shareholder withholds his or her vote or marks "abstain" for one or more proposals; or

•	There is a "broker non-vote" on one or more proposals.

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a)	An asterisk (*) is used to indicate less than 1% of the class outstanding.

b)	Includes 65,654 shares issuable upon the exercise of Vested Stock Options.

c)	Includes 33,282 shares issuable upon the exercise of Vested Stock Options.

d)	Includes 15,144 shares issuable upon the exercise of Vested Stock Options and 10,000 shares held in a family trust.

e)	Includes 20,524 shares issuable upon the exercise of Vested Stock Options. Mr. Fish will not stand for re-election at the 2019 Annual Meeting.

f)	Includes 29,422 shares issuable upon the exercise of Vested Stock Options.

g)	Includes 10,075 shares issuable upon the exercise of Vested Stock Options.

h)

Includes 33,282 shares issuable upon the exercise of Vested Stock Options; 107,250 shares held by KJC Ltd. of which Mr. Shutzer is the sole general partner and of which three of his adult children are limited partners; and 32,210 shares held in trust for one adult child of which trust Mr. Shutzer's wife is sole trustee. Mr. Shutzer disclaims beneficial ownership of Company shares held by KJC Ltd. and shares held in the aforementioned trust.

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i)	Includes 26,945 shares issuable upon the exercise of Vested Stock Options.

j)

Includes 500,000 shares held by Argenta Holdings Sarl, of which Mr. Trapani owns 100% of the equity interests, and 10,075 shares issuable upon the exercise of Vested Stock Options. Pursuant to the Schedule 13D filed jointly with the SEC on February 22, 2017 by Mr. Trapani and JANA Partners LLC ("JANA"), as of February 14, 2017, the date of the event which required the filing of such Schedule, Mr. Trapani and JANA may have been deemed to be members of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-5(b)(1) promulgated thereunder. From and after February 20, 2017, the date of the Cooperation Agreement (as defined below) and the Trapani Cooperation Agreement (as defined below), Mr. Trapani and JANA are required, in accordance with the Cooperation Agreements, to be independent of each other and, as reported in the Schedule 13D, Mr. Trapani and JANA ceased working together for any purpose effective February 20, 2017, and believe they should no longer be deemed to be a "group" as of such date. As a result, Mr. Trapani expressly disclaims beneficial ownership of the shares beneficially owned by JANA. For more information regarding the Cooperation Agreement and the Trapani Cooperation Agreement see "Item 1. Election of the Board" at PS-17.

k)	Includes 3,326 shares issuable upon the exercise of Vested Stock Options.

l)	Includes 143,770 shares issuable upon the exercise of Vested Stock Options.

m)	Includes 66,570 shares issuable upon the exercise of Vested Stock Options, 10,942 shares issuable upon the vesting of PSUs on March 27, 2019 and 533 shares held in Ms. Cloud's account under the 401K Plan.

n)	Includes 33,864 shares issuable upon the exercise of Vested Stock Options and 8,988 shares issuable upon the vesting of PSUs on March 27, 2019.

o)	Includes 12,887 shares issuable upon the exercise of Vested Stock Options, 9,574 shares issuable upon the vesting of PSUs on March 27, 2019, 1,387 shares held in Mr. Hart's account under the 401K Plan and three shares held in Mr. Hart's account in the Tiffany Employee Stock Purchase Plan.

p)	Includes 571,141 shares issuable upon the exercise of Vested Stock Options; 37,319 shares issuable upon the vesting of PSUs on March 27, 2019; 3,193 shares held in accounts under the 401K Plan; and three shares held in the Tiffany Employee Stock Purchase Plan.

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•	Independent Chairman – Roger N. Farah, an independent director, has served as Chairman of the Board since October 2017;

•	Annual election of directors;

•	Majority voting standard for director elections – each director must be elected by a majority of votes cast, not a plurality;

•

Director resignation policy – each of the current directors standing for re-election has tendered a resignation letter to the Nominating/Corporate Governance Committee to be considered in the event that he or she does not receive a majority of "for" votes of the votes cast "for" or "against" his or her candidacy. The Nominating/Corporate Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken;

•	Director independence – 9 of the Company's 11 directors up for election are independent;

•	Proxy access by-law – adopted by the Board during Fiscal 2017;

•	Director overboarding policy – directors may not serve on a total of more than five public company boards, and no director who is serving as CEO of a public company or who is otherwise employed full time may serve on a total of more than three public company boards (in each case, including the Board);

•

Resignation on job change or new directorship – a director must submit a letter of resignation to the Nominating/Corporate Governance Committee on a change in employment, upon accepting a directorship with another public company (or any other organization that would require a significant time commitment) or, in the case of a director who is a Company employee, upon retirement or other termination of his or her active employment with the Company. The Nominating/Corporate Governance Committee may then accept or decline such resignation;

•	Annual self-evaluation – the Company's non-management directors participate in an annual assessment and evaluation of the workings and efficiency of the Board and each of the committees on which they serve, the results of which are discussed by the full Board;

•	Long-standing policies governing business and ethical conduct;

•	Commitment to corporate social responsibility; and

•	Leading compensation practices – see "Corporate Governance Best Practices" at PS-47.

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•	Review and approval of the annual operating plan prepared by management;

•	Monitoring of performance in comparison to the annual operating plan;

•	Review and approval of the Company's multi-year strategic plan prepared by management;

•	Consideration of topics of relevance to the Company's ability to carry out its strategic plan;

•	Selection and evaluation of, and determination of whether to retain or replace, the Company's CEO;

•	Participation in succession planning for the Company's other executive officers;

•	Review and approval of delegations of authority by which management carries out the day-to-day operations of the Company and its subsidiaries;

•	Review of management's enterprise risk assessment;

•	Review and, if appropriate, modification of Board committee charters;

•	Review and approval of the Company's policies or programs with respect to payment of dividends and the repurchase of common stock; and

•	Review and approval of other significant actions by the Company.

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•	The full Board held six regular meetings. All members attended all meetings.

•	The Audit Committee held seven meetings. All members attended all meetings.

•	The Compensation Committee and its Stock Option Subcommittee held six meetings. All members attended all meetings.

•	The Nominating/Corporate Governance Committee held six meetings. All members attended all meetings.

•	The Finance Committee held six meetings. All members attended all meetings.

•	The Corporate Social Responsibility Committee held three meetings. Attendance averaged 94% amongst all members.

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•	Appointing, compensating, retaining and providing oversight of the Company's independent registered public accounting firm retained to audit the Company's consolidated financial statements;

•	Reviewing the quality-control procedures and independence of the Company's independent registered public accounting firm and evaluating their proposed audit scope, performance and fee arrangements;

•	Reviewing and evaluating the lead partner of the independent auditor;

•	Approving in advance all audit and non-audit services to be rendered by the independent registered public accounting firm;

•	Reviewing and discussing the Company's financial statements and audit findings, including the impact of significant events, transactions or changes in accounting principles thereon, with management and the independent auditor in advance of filing;

•	Reviewing and discussing significant proposed changes in the Company's auditing and accounting principles, policies, controls, procedures and practices with management and the independent auditor;

•	Discussing the Company's earnings press releases in advance of filing, as well as financial information and earnings guidance provided to analysts and rating agencies;

•	Reviewing the adequacy of the Company's system of internal accounting and financial controls;

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•

Discussing guidelines and policies with respect to risk assessment and risk management, including the steps management has taken to monitor and control major risk exposures in the following areas: financial and financial reporting risks, risks related to litigation or other legal or compliance matters, employee safety risks, global security risks, information security and technology risks, and data privacy and data protection risks;

•	Reviewing and discussing the overall adequacy and effectiveness of the Company's legal, regulatory and ethical compliance programs, including the Company's policy governing business conduct for Company employees worldwide (see "Business Conduct Policy and Code of Ethics" at PS-33);

•	Reviewing and discussing the status of income tax returns and related government audits, if any, and the Company’s overall tax strategy;

•	Meeting separately, periodically, with management, the Company's internal audit function and the independent auditor;

•	Discussing with the Company's internal audit function and the independent auditor the overall scope and plans for their respective audit work;

•	Discussing with management, the Company's internal audit function and, as appropriate, the independent auditor the adequacy and effectiveness of the Company’s financial reporting process and system for monitoring and managing business risk and legal compliance programs;

•	Reviewing with the independent auditor any difficulties the auditor encountered in the course of its audit work, including any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management;

•	Setting clear hiring policies for employees or former employees of the independent auditor;

•	Establishing procedures for complaints regarding accounting, internal accounting controls or auditing matters; and

•	Reviewing the responsibilities, budget and staffing of the Company's internal audit function, as well as the compensation and performance of the person responsible for that function.

•	Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO;

•	Evaluating our CEO's performance in light of those corporate goals and objectives;

•	Determining and approving our CEO's compensation level based on such evaluation;

•	Where Board action is required, making recommendations to the Board with respect to the compensation of our other executive officers, including compensation under incentive and equity-based plans;

•	Reviewing and approving remuneration arrangements for executive officers;

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•	Making awards to executive officers under the Company's compensation plans, including equity-based plans;

•	Considering the expressed view of shareholders on executive compensation matters, including shareholder proposals and advisory votes (see "Compensation Discussion and Analysis–Say on Pay and 2018 Shareholder Engagement" at PS-41), and considering communications with proxy advisory firms and related matters; and

•	Assessing on an annual basis potential material risks to the Company from its compensation programs and plans.

•	attending Compensation Committee meetings;

•	meeting with the Compensation Committee without management present;

•	providing third-party data, advice and expertise on proposed executive compensation awards and plan design (see "Competitive Compensation Analysis - No Benchmarks" at PS-52);

•	providing information on trends and regulatory developments affecting executive compensation;

•	reviewing materials prepared by management and advising the Compensation Committee on the matters included in these materials, including the consistency of proposals with the Compensation Committee's compensation philosophy and comparisons to programs at other companies; and

•	preparing its own analysis of compensation matters, including positioning of programs in the competitive market and the design of plans consistent with the Compensation Committee's compensation philosophy.

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•	Developing and recommending to the Board policies on Board composition;

•	Developing and recommending to the Board criteria for the selection of director nominees;

•	Identifying nominees to fill vacancies on the Board;

•	Identifying nominees for election to the Board;

•	Recommending to the Board the optimal number of directors constituting the entire Board;

•	Developing and recommending to the Board corporate governance principles applicable to the Company;

•	Determining non-management director compensation;

•	Approving related person transactions that the Committee determines to be in the best interests of the Company; and

•	Assisting the Board in its evaluation of management performance and succession planning.

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•	Fish Family Foundation: $10,000 cash contribution and merchandise grants of $620 to support the Champion of Change Japan Award (Lawrence K. Fish is a Trustee).

•	Prep for Prep: merchandise grants of $3,035 (William A. Shutzer is a Trustee).

•	Whitney Museum of American Art (the "Whitney"): $1,000,000 sponsorship payment pursuant to the terms of the sponsorship agreement entered into between Tiffany and the Whitney in 2015. Pursuant to the terms of the sponsorship agreement, in 2018 Mr. Bogliolo was proposed for election, and was subsequently elected, to the Board of Trustees of the Whitney.

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a)	Tax fees consist of fees for tax compliance and tax consulting services. These fees include tax compliance fees of $1,797,000 for the year ended January 31, 2019 and $1,637,400 for the year ended January 31, 2018.

b)	All other fees consist primarily of the Sustainability Assurance, Kimberley Process Agreed Upon Procedures and costs for research software for the years ended January 31, 2019 and January 31, 2018.

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•	A three-year strategic plan that balances financial and "brand stewardship" objectives (see below); and

•	An annual operating plan for the fiscal year.

•	To attract, motivate and retain the management talent necessary to develop and execute both the annual operating plan and the strategic plan;

•	To reward achievement of short- and long-term financial goals; and

•	To align management's interests with those of the Company's shareholders.

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•	Has not set a "benchmark" to such data for any executive officer, although it does look to see if the Company's total executive compensation program falls between the 25th and 75th percentile of competitive data;

•	Does not rely exclusively on compensation surveys or publicly available compensation information when it determines the compensation of individual executive officers; and

•	Also considers those factors described above in "Compensation Evaluation Process."

•	base salary;

•	target short-term incentive;

•	target total cash compensation (salary plus target short-term incentive);

•	target long-term incentive;

•	target total direct compensation (target total cash compensation plus target long-term incentive); and

•	target total compensation (target total direct compensation plus all other compensation, above market interest on deferred compensation and change in pension value).

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•	Towers Watson Retail Survey

•	Towers Watson General Industry Survey

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•	PSUs reward executives for meeting key financial goals that are important to the long-term performance of the Company, even if the achievement of those goals is not necessarily reflected in the share price as the market does not always respond to earnings growth in a predictable manner.

•	Stock options reward executives for increases in stock price and provide returns aligned with those of shareholders, whether or not financial goals have been met.

•	RSUs support talent attraction and retention objectives. Together with stock options, RSUs also balance an inherent challenge associated with PSUs, as non-controllable and highly variable external factors may affect the Company's results during the three-year performance period.

•	for PSUs and RSUs, using the higher of (i) the simple arithmetic mean of the high and low sale price of the Company's common stock on the New York Stock Exchange on the grant date or (ii) the closing price on such Exchange on the grant date; and assuming that PSUs will vest at the target value described under "Performance-Based Restricted Stock Unit Grants" below; and

•	for stock options, on the basis of the Black-Scholes value on the grant date.

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•

EPS was selected as a performance metric to reward earnings growth and incentivize execution of the Company's strategic plans relating to sales growth, margin expansion, network optimization and efficient capital allocation. This metric also aligns with shareholder interests, as the Committee believes the Company's stock price over the long term is primarily driven by growth in EPS. EPS goals are measured on a diluted basis and calculated on a cumulative basis for the three-year performance period.

•

Operating cash flow was added as a performance metric in January 2017, in lieu of the ROA modifier used in prior years, to reward cash flow generation from operations through measures such as inventory management, procurement initiatives intended to reduce costs, and systems and process enhancements. Operating cash flow goals are also calculated on a cumulative basis for the three-year performance period. The target goal is expressed as a range in consideration of volatility in the luxury goods sector and the related challenges of setting goals over a three-year period.

•	The EPS and operating cash flow goals were set by the Committee with reference to the Company's strategic plan as approved by the Board.

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•	will increase the value of the Company to a potential acquirer that requires delivery of an intact management team;

•	will help to keep management in place and focused should any situation arise in which a change in control looms but is not welcome or agreement has not yet been reached;

•	are a prudent defense to the possibility that one or more senior executive officers might retire or take a competing job offer during a time of transition; and

•	are not overly generous.

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•	no more than 50% of the net shares deemed issued as a consequence of any vesting or exercise of an equity award;

•	under circumstances constituting a financial hardship, as so determined by the Board; or

•	pursuant to a qualified domestic relations order.

•	loss of certain benefits under the nonqualified retirement plans;

•	loss of all rights under stock options, RSUs and PSUs (whether or not vested); and

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•	mandatory repayment of all proceeds from stock options exercised or RSUs or PSUs vested during a period beginning 180 days before termination and throughout the duration of the non-competition covenant.

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1	Mr. Bogliolo assumed responsibilities as CEO on October 2, 2017.

2	Mr. Erceg assumed responsibilities as Executive Vice President - Chief Financial Officer on October 18, 2016.

3	Mr. Hart was not an NEO for Fiscal 2016 or Fiscal 2017.

(a)	Salary. Salary amounts include amounts deferred at the election of the executive under the Deferral Plan and under the 401K Plan. Amounts deferred to the Deferral Plan are also shown in the Nonqualified Deferred Compensation Table at PS-90.

(b)	Bonus. For Mr. Bogliolo and Mr. Erceg, the amounts shown for Fiscal 2017 represent cash sign-on bonuses provided to them as contemplated in their offer letters.

(c)

Stock Awards. Except to the extent otherwise noted below in this note, amounts shown represent the dollar amount of the grant date fair value of the stock unit award calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("Codification Topic 718"), disregarding any estimates of forfeitures related to service-based vesting conditions, for the fiscal year in which the award was granted. The amounts shown for Fiscal 2018 reflect grants of PSUs and RSUs, in each case where applicable, made in January 2019, and the amounts shown for the prior fiscal years likewise include grants made in January of the applicable fiscal year. The amounts shown are based on the assumption that applicable performance targets for the three-year performance period established by the Committee for each respective grant of PSUs will be met at 100%. The amounts further reflect that the PSU and RSU grants made beginning in January 2017 provide for dividend equivalent units, while prior awards do not.

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(d)

Option Awards. Amounts shown represent the dollar amount of the grant date fair value of the award, calculated in accordance with Codification Topic 718 for the fiscal year in which the award was granted, disregarding any estimates of forfeitures related to service-based vesting conditions. The amounts shown for Fiscal 2018 reflect stock option grants made in January 2019, and the amounts shown for the prior fiscal years likewise include grants made in January of the applicable fiscal year.

(e)

Non-Equity Incentive Plan Compensation. This column reflects cash short-term incentive awards under the 2014 Employee Incentive Plan. These awards are earned in the fiscal year ended January 31 and are paid on the basis of achieved performance goals after the release of the Company's financial statements for the fiscal year. (For a description of the performance goals, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards–Non-Equity Incentive Plan Awards" at PS-76.) This column includes amounts deferred at the election of the executive under the Deferral Plan. Amounts so deferred are also shown in the Nonqualified Deferred Compensation Table.

(f)

Change in Pension Value and Nonqualified Deferred Compensation Earnings. This column represents the aggregate change, over the course of the fiscal year, in the actuarial present value of the executive's accumulated benefit under all defined benefit plans. This column does not include earnings under the Deferral Plan because it does not pay above-market or preferential earnings on compensation that is deferred.

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(g)	All Other Compensation. The table below shows a detailed description of all other compensation paid to the NEOs. In addition to the payments reported below, executive officers are from time to time permitted to borrow merchandise for their personal use to support the Company's marketing efforts.

(i)	The amount shown in this column reflects the benefit paid in the year listed for the prior plan year under the DCRB feature of the 401K Plan. See "Defined Contribution Retirement Benefit" at PS-63.

(ii)	The amount shown in this column reflects the benefit paid in the year listed for the prior plan year under the Excess DCRB feature of the Deferral Plan. See "Defined Contribution Retirement Benefit" at PS-63.

(iii)

For Mr. Bogliolo, the amount reported under "Premium on Life Insurance" for Fiscal 2018 represents a premium payment on a whole life insurance policy. (The premium paid in the prior year, reported under "Premium on Life Insurance" for Fiscal 2017, represents a premium payment for an interim policy following Mr. Bogliolo’s commencement in his role in October 2017.) See PS-79 for a description of the key features of the life insurance benefit provided to executive officers. In addition, the amount reported for Mr. Bogliolo

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(iv)

For Mr. Bogliolo, the amount reported under "Other" for Fiscal 2017 represents a payment to reimburse relocation costs ($500,000), payment for tax consultation services ($1,880) and payment of legal fees incurred in connection with obtaining work and residency authorization ($17,797), each of which was contemplated in the offer letter extended to him. For a more detailed discussion of Mr. Bogliolo's compensatory arrangements, see "Alessandro Bogliolo Compensatory Arrangement" at PS-79.

(v)	For Mr. Erceg, the amount reported under "Other" for Fiscal 2018 represents payment of relocation costs ($250,570) and for tax consultation services ($1,000), each of which was contemplated in the offer letter extended to him. For a more detailed discussion of Mr. Erceg's compensatory arrangements, see "Mark J. Erceg Compensatory Arrangement" at PS-80.

(vi)	For Mr. Erceg, the amount reported under "Other" for Fiscal 2017 represents payment to reimburse moving costs ($114,664) and payment for tax consultation services ($1,950), each of which was contemplated in the offer letter extended to him.

(vii)	For Mr. Erceg, the amount reported under "Other" for Fiscal 2016 represents payment of relocation expenses ($56,986), and a one-time cash payment ($750,000) to reimburse Mr. Erceg for his repayment of a prior sign-on bonus, each of which was contemplated in the offer letter extended to him.

(viii)

For Mr. Galtie, the amount reported under "Other" for Fiscal 2018 represents a defined contribution to certain French social security and pension schemes ($89,921), as provided for in the offer letter extended to him, and payment for tax consultation services ($2,086). For a more detailed discussion of Mr. Galtie's compensatory arrangements, see "Philippe Galtie Compensatory Arrangement" at PS-81.

(ix)	For Mr. Galtie, the amount reported under "Other" for Fiscal 2017 represents a defined contribution to certain French social security and pension schemes ($87,113), as provided for in the offer letter extended to him, and payment for tax consultation services ($2,350).

(x)	For Mr. Galtie, the amount reported under "Other" for Fiscal 2016 represents a defined contribution to certain French social security and pension schemes ($106,354) and relocation costs provided in the offer letter extended to him ($42,857).

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(a)	The grants shown in this column reflect annual incentives granted to the NEOs in respect of Fiscal 2019. The amounts reported in the "Threshold," "Target" and "Maximum" columns reflect estimated future payouts under these awards.

(b)

The grants shown in this column reflect PSUs granted in January 2019 in respect of Fiscal 2019. For these grants, the Committee established threshold, target and maximum goals for EPS and operating cash flow at the beginning of the applicable performance period. The Committee has communicated to the NEOs that, if the EPS threshold or the operating cash flow threshold is attained, the Committee intends to calculate the number of PSUs to vest as indicated in the chart below, based on actual results compared to threshold, target and maximum goals shown; however, the Committee retains the discretion to vest the maximum number of shares granted, or reduce the number to vest to any amount down to zero, provided the EPS or operating cash flow threshold is met.

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(c)	The RSUs and stock options shown in this column reflect RSUs and stock options granted in January 2019 in respect of Fiscal 2019. These RSUs and stock options will vest in equal installments on the first, second, third and fourth anniversaries of the grant date.

(d)	The exercise price shown in this column was the higher of the (i) the simple arithmetic mean of the high and low sale price of the Company's common stock on the New York Stock Exchange on the option grant date and (ii) the closing price on such Exchange on such grant date.

(e)

The fair value of the stock option and PSU awards shown in this column was computed as of the grant date in accordance with Codification Topic 718 for the fiscal year in which the award was granted, disregarding any estimates of forfeitures related to service-based vesting conditions. The fair value of the PSU awards was computed assuming that the EPS target and operating cash flow target were each met at 100% but not exceeded, resulting in vesting of the target number of PSUs. For additional information regarding PSU awards, see the table titled "Outstanding Equity Awards at Fiscal Year-End" at PS-82. The amount reported for the RSUs shown represents the grant date fair value of those grants.

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•	In Fiscal 2017, the Company’s consolidated operating earnings exceeded the threshold established by the Committee, and short-term incentive awards were paid out at 104% of the target amount.

•	In Fiscal 2016, the Company's consolidated operating earnings exceeded the threshold established by the Committee, and short-term incentive awards were paid out at 98% of the target amount, on average.

•	Stock units included in the grant ("Units") are exchanged on a one-to-one basis for shares of the Company's common stock if the Units vest.

•	Vesting is determined at the end of a three-year performance period.

•	Dividends are not paid on PSUs. However, PSUs granted in January 2017 and later accrue dividend equivalent units that will only be paid out upon vesting of the underlying Units, if any. Whole dividend equivalent units are paid out in shares, and fractional dividend equivalent units are paid out cash. No dividend equivalent units are paid or accrued on PSUs granted prior to January 2017.

•	Vesting of PSUs (for reasons other than those described above or upon a change in control) is dependent upon achievement of one or more threshold performance goals established by the Committee within 90 days of the start of the performance period.

•	Under no combination of circumstances will vesting occur for more than the number of Units granted (twice the number of target Units).

•	For a description of the effect of termination of employment on PSU awards, see "Equity Incentive Plan Awards–Effect of Termination of Employment on Awards" at PS-78.

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•	The EPS considered for Fiscal 2016 excluded $24.0 million associated with impairment charges related to capitalized software development costs and loans to diamond mining companies.

•	The EPS considered for Fiscal 2017 excluded a net charge of $146.2 million related to the enactment of the 2017 Tax Act.

•	The EPS considered for Fiscal 2018 excluded estimated benefits resulting from a reduction in the effective tax rate in Fiscal 2018 from the prior year due to the enactment of the 2017 Tax Act. Following this adjustment, the EPS considered for Fiscal 2018 was $4.09, compared to the reported EPS of $4.75.

•	Stock options granted annually to executive officers vest (become exercisable) in four equal annual installments. Stock options may also be granted from time to time in connection with promotions and new hires and for recognition purposes, and may be awarded in those cases on a cliff-vesting basis.

•	For an explanation of the method of determining the exercise price of options, see "Stock Option Grants" at 63.

•	Stock options expire no later than the tenth anniversary of the grant date.

•	For a description of the effect of termination of employment on the vesting schedule and the expiration date of stock option awards, see "Equity Incentive Plan Awards–Effect of Termination of Employment on Awards" at PS-78.

•	RSUs granted annually to certain executive officers vest in four equal annual installments. RSUs may also be granted from time in connection with promotions and new hires and for recognition purposes, and may be awarded in those cases on a cliff-vesting basis.

•	Dividends are not paid on RSUs. However, RSUs granted in January 2017 and later accrue dividend equivalent units that will only be paid out upon vesting of the underlying RSUs, with whole dividend equivalent units to be paid out in shares, and fractional dividend equivalent units to be paid out in cash.

•	For a description of the effect of termination of employment on RSU grants, see below under "Equity Incentive Plan Awards–Effect of Termination of Employment on Awards."

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1	Except where otherwise indicated in this chart, the benefits described are provided for in the applicable grant terms.

2	Subject to compliance with applicable restrictive covenants.

3	Vesting of PSUs remains subject to pre-determined performance goals.

4	Subject to execution of a release of claims and compliance with applicable restrictive covenants.

5	Pursuant to the terms of the Executive Severance Plan.

6	The offer letter provided to Mr. Bogliolo provides for continued vesting of certain equity grants in the event of involuntary termination without cause or resignation for good reason prior to October 17, 2020. For a description of these benefits, see below.

•	executive officers own whole life policies on their own lives;

•	the pre-retirement death benefit is three times annual base salary and target short-term incentive award;

•	the Company pays the premium on such policies in an amount sufficient to accumulate cash value;

•	premiums are calculated to accumulate a target cash value at age 65;

•	the target cash value will allow the policy to remain in force after age 65 without payment of further premiums with a death benefit equivalent to twice the average of the executive officer's annual base salary and target short-term incentive award for his or her final three years;

•	the amount of the premiums paid by the Company is taxable income to the executive officer; and

•	the Company does not pay any additional amounts to offset the income tax attributable to the premiums paid on behalf of the executives.

•	Initial base salary: $1,350,000 per year;

•	Initial target annual incentive award (beginning on a prorated basis for Fiscal 2017, reflecting his commencement in the role of CEO in October 2017): 150% of base salary;

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•	Initial target long-term incentive award (beginning in Fiscal 2018): 500% of base salary;

•

One-time sign-on awards of: (i) stock options with a grant date value of $1,400,000, (ii) RSUs with a grant date value of $1,400,000, in each case to vest in equal installments on the first three anniversaries of the date Mr. Bogliolo commenced employment, and (iii) $2,800,000 in cash, payable in a lump sum in January 2018, and subject to partial recoupment in the event of termination for cause or resignation without good reason prior to October 2, 2019 (the second anniversary of his commencement date). These sign-on awards were intended to replace amounts forfeited at Mr. Bogliolo's prior employer and to provide further inducement to join the Company;

•	A one-time payment of $500,000 to reimburse Mr. Bogliolo's expenses in relocating to the United States, as well as reimbursement of certain expenses for tax and legal advice. The relocation payment is also subject to partial recoupment in the event of termination for cause or resignation without good reason prior to October 2, 2019;

•	The following severance benefits, absent a change in control, in the event of termination without cause or resignation for good reason prior to the third anniversary of his commencement date:

•	Lump sum payment equal to 24 months of then-current annual base salary;

•	Prorated portion of the annual incentive award for the fiscal year in which the termination occurs (to be calculated based on actual performance);

•	Payment of any earned but unpaid annual incentive award for the prior fiscal year;

•	Reimbursement of the cost of continued health care coverage for up to 18 months; and

•

Amendment of equity grants to provide for continued vesting of stock options and RSUs that would have vested during the 24-month period following termination, with the options remaining exercisable for 12 months following the vesting date, and for continued vesting of PSUs, with the payout based on actual performance and calculated on a pro rata basis to reflect employment during the applicable performance period.

•	Initial base salary: $850,000 per year;

•	Initial target annual incentive award (beginning in Fiscal 2017): 80% of base salary;

•	Initial target long-term incentive award (beginning in Fiscal 2017): 250% of base salary; and

•

One-time sign-on awards of (i) RSUs with a grant date value of $2,000,000, to vest in equal installments on the first three anniversaries of the grant date; (ii) stock options with a grant date value of $2,000,000, to vest in equal installments on the first three anniversaries of the grant date; and (iii) a $750,000 cash bonus, and an additional cash payment of $750,000 as reimbursement for the repayment of a sign-on award to his prior employer, both of which are subject to recoupment pursuant to a schedule in the event of resignation without good reason or termination with cause on or before January 31, 2020.

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•	Initial base salary: $500,000 per year;

•	Initial target annual incentive award: 50% of base salary;

•	Initial target long-term incentive award: 150% of base salary;

•	One-time sign-on awards of (i) RSUs with a grant date value of $375,000, to vest in equal installments on the first four anniversaries of the grant date; and (ii) stock options with a grant date value of $375,000, to vest in equal installments on the first four anniversaries of the grant date;

•	French pension scheme payments: payment of contributions for the benefit of Mr. Galtie's account with certain French social security and pension schemes. This payment is intended to avoid loss of Mr. Galtie's accrual under such schemes; and

•	Certain relocation costs.

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(a)

For all option grants shown, the grant date was 10 years prior to the expiration date shown. All options vest 25% per year over the four-year period following the grant date, other than (i) the option grant expiring November 16, 2026 (granted to Mr. Erceg), which vests in three equal installments on the respective anniversaries of the grant date and (ii) the second option grant shown expiring on January 17, 2028 (granted to Mr. Bogliolo), which vests in three equal installments over a three-year period ending on October 2, 2020.

(b)	In this column, the number to the left of the slash mark indicates the number of shares on which the payout value shown in the column to the right was computed. See notes (c), (d), (e), (f), (i), (j), (l) and (m) below. The number to the right of the slash mark indicates the total number of shares that would vest upon

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(c)	This January 2018 grant of PSUs will vest three business days following the date on which the Company's audited financial results for the fiscal year ending January 31, 2021 ("Fiscal 2020") are publicly reported.

(d)

This value has been computed at 10% of maximum on the assumption that the EPS and operating cash flow thresholds are reached but not exceeded for the performance period of Fiscal 2018 through Fiscal 2020. The resulting value was computed on the basis of the closing stock price of $88.73 on January 31, 2019. If the EPS and operating cash flow targets are both met at 100%, the value would be computed at 50% of maximum, corresponding to an aggregate number of shares as follows: Mr. Bogliolo - 31,609 shares, Mr. Erceg - 9,951 shares, Ms. Cloud - 5,175 shares, Mr. Galtie - 7,493 shares and Mr. Hart - 4,496 shares.

(e)	This January 2019 grant of PSUs will vest three business days following the date on which the Company's audited financial results for the fiscal year ending January 31, 2022 ("Fiscal 2021") are publicly reported.

(f)

This value has been computed at 10% of maximum on the assumption that the EPS and operating cash flow thresholds are reached but not exceeded for the performance period of Fiscal 2019 through Fiscal 2021. The resulting value was computed on the basis of the closing stock price of $88.73 on January 31, 2019. If the EPS and operating cash flow targets are both met at 100%, the value would be computed at 50% of maximum, corresponding to an aggregate number of shares as follows: Mr. Bogliolo - 41,169 shares, Mr. Erceg - 12,462 shares, Ms. Cloud - 6,481 shares, Mr. Galtie - 9,384 shares and Mr. Hart - 5,630 shares.

(g)

This one-time RSU award, granted to Mr. Bogliolo in January 2018 in connection with his recruitment, vests in equal installments over a three-year period ending October 2, 2020. The number of shares shown is the portion of the award that had not vested as of January 31, 2019. RSUs shown in the above table that were granted in January 2017 and later include dividend equivalent units accrued as of January 31, 2019.

(h)	The value was computed on the basis of the Company's closing stock price of $88.73 on January 31, 2019.

(i)	This January 2017 grant of PSUs will vest three business days following the date on which the Company's audited financial results for the fiscal year ending January 31, 2020 ("Fiscal 2019") are publicly reported.

(j)

This value has been computed at 10% of maximum on the assumption that the EPS and operating cash flow thresholds are reached but not exceeded for the performance period of Fiscal 2017 through Fiscal 2019. The resulting value was computed on the basis of the closing stock price of $88.73 on January 31, 2019. If the EPS and operating cash flow targets are both met at 100%, the value would be computed at 50% of maximum, corresponding to an aggregate number of shares as follows: Mr. Erceg - 13,969 shares, Ms. Cloud - 7,264 shares, Mr. Galtie - 6,409 shares and Mr. Hart - 6,311 shares.

(k)	This one-time RSU award, granted to Mr. Erceg in November 2016 in connection with his recruitment, vests in equal installments over a three-year period ending November 16, 2019. The number of shares shown is the portion of the award that had not vested as of January 31, 2019.

(l)	This January 2016 grant of PSUs vested three business days following the date on which the Company's audited financial results for Fiscal 2018 were publicly reported. The number of shares shown is the number of shares vested based on Company EPS and ROA performance in Fiscal 2016, Fiscal 2017 and Fiscal 2018 (64.4% of the maximum PSUs initially awarded).

(m)	This value reflects the number of shares vested based on Company performance during the performance period. The resulting value was computed on the basis of the closing stock price of $88.73 on January 31, 2019.

(n)	This January 2017 grant of RSUs will vest in equal installments over a four-year period ending January 19, 2021. The number of shares shown is the portion of the award that had not vested as of January 31, 2019.

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(o)	This January 2018 grant of RSUs will vest in equal installments over a four-year period ending January 17, 2022. The number of shares shown is the portion of the award that had not vested as of January 31, 2019.

(p)	This January 2019 grant of RSUs will vest in equal installments over a four-year period ending January 17, 2023. The number of shares shown is the portion of the award that had not vested as of January 31, 2019.

(q)	This one-time RSU award, granted to Mr. Galtie in September 2015 in connection with his recruitment, vests in equal installments over a four-year period ending September 16, 2019. The number of shares shown is the portion of the award that had not vested as of January 31, 2019.

(r)	This one-time RSU award, granted to Mr. Galtie in July 2017 in connection with his assumption of additional responsibilities, vests in equal installments over a four-year period ending July 19, 2021. The number of shares shown is the portion of the award that had not vested as of January 31, 2019.

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(a)	Only executive officers hired prior to January 1, 2006 are eligible for participation in the Pension Plan, Excess Plan, and Supplemental Plan. Mr. Bogliolo, Mr. Erceg and Mr. Galtie accordingly do not participate in these plans.

(b)	The formal names of the plans are: the Tiffany and Company Pension Plan, the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits and the 1994 Tiffany and Company Supplemental Retirement Income Plan.

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•	It is a "tax-qualified" plan, that is, it is designed to comply with those provisions of the Internal Revenue Code applicable to retirement plans.

•	It is a "funded" plan (money has been deposited into a trust that is insulated from the claims of the Company's creditors).

•	It is available at no cost to U.S. employees hired by Tiffany before January 1, 2006.

•	Executive officers hired before January 1, 2006 are participants.

•	Benefits vest after five years of service.

•	Benefits are based on the participant's average final compensation and years of service.

•	Benefits are subject to Internal Revenue Code limitations on the total benefit and the amount that may be included in average final compensation.

•	Benefits are not offset by Social Security.

•	It is not a qualified plan and is not subject to Internal Revenue Code limitations.

•	It is not funded (benefits are paid out of the Company's general assets, which are subject to the claims of the Company's creditors).

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•	It is available only to officers and other select management employees whose benefits under the Pension Plan are affected by Internal Revenue Code limitations, including executive officers who participate in the Pension Plan.

•	It uses the same retirement benefit formula as is set forth in the Pension Plan, but includes in average final compensation earnings that are excluded under the Pension Plan due to Internal Revenue Code Limitations.

•	Benefits are offset by benefits payable under the Pension Plan, but are not offset by benefits payable under Social Security.

•	Benefits vest after five years of service.

•	Benefits are subject to forfeiture if employment is terminated for cause.

•	For those who leave Tiffany prior to age 65, benefits are subject to forfeiture for failure to execute and adhere to non-competition and confidentiality covenants.

•	Benefits are payable upon the later of the participant's separation from service, as defined under the plan, or attainment of age 55.

•	Participants will not receive any distribution from the plan until six months following separation from service.

•	It is not a qualified plan and is not subject to Internal Revenue Code limitations.

•	It is not funded (benefits are paid out of the Company's general assets, which are subject to the claims of the Company's creditors).

•	It is available only to executive officers hired before January 1, 2006.

•	It uses a different benefit formula than that used by the Pension Plan and the Excess Plan.

•	Benefits are offset by benefits payable under the Pension Plan, the Excess Plan and Social Security.

•	Benefits do not vest until the executive attains age 65 while employed, or age 55 if he or she has provided 10 years of service (but will vest earlier on a termination from employment following a Change in Control, see "Explanation of Potential Payments on Termination Following a Change in Control" at PS-96).

•	Benefits are subject to forfeiture if employment is terminated for cause.

•	For those who leave Tiffany prior to age 65, benefits are subject to forfeiture for failure to execute and adhere to non-competition and confidentiality covenants.

•	Participants will not receive any distribution from the plan until six months following separation from service.

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(a)

The formula for benefits under the Pension and Excess Plans is a function of years of service and covered compensation (subject to Internal Revenue Code limitations in the case of the Pension Plan) and not any specific percentage of the participant's average final compensation (see above). A retiree with less than 10 years of service would not receive any benefit under the Supplemental Plan but could expect to receive a benefit of approximately 13% of average final compensation under the Pension and Excess Plans.

•	For retirement between age 60 and age 65, the executive's age at early retirement is subtracted from 65; for each year in the remainder, the benefit is reduced by five percent;

•	Thus, for retirement at age 60 the reduction is 25%;

•	For retirement between age 55 and age 60, the reduction is 25% plus an additional three percent for each year by which retirement age precedes age 60.

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(a)	This column includes amounts that are also included in the amounts shown in the columns headed "Salary" or "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table at PS-70.

(b)

The amounts shown in this column, which reflect Excess DCRB Contributions made in Fiscal 2018 for plan year 2017, are also included in the column headed "All Other Compensation" in the Summary Compensation Table at PS-70. For more information concerning Excess DCRB Contributions, see "Defined Contribution Retirement Benefit" at PS-63 and "Excess DCRB Feature of the Deferral Plan" below. Mr. Bogliolo, Mr. Erceg and Mr. Galtie are vested 0%, 20% and 40%, respectively, in the total Excess DCRB Contributions credited to them.

(c)	Amounts shown in this column are not reported as compensation in the Summary Compensation Table because the Deferral Plan does not pay above-market or preferential earnings on compensation that is deferred.

(d)	Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation Table to the extent that such amounts were contributed by the executive or the Company but not to the extent that such amounts represent earnings. See Note (c) above.

•	Participation is open to directors and executive officers of the Company as well as other vice presidents and "director-level" employees of Tiffany.

•	Directors of the Company may defer all of their cash compensation.

•	Employees may defer up to 50% of their salary and up to 90% of their short-term cash incentive or bonus compensation.

•	Other than the Excess Defined Contribution Retirement Benefits available to individuals who do not participate in the Company's defined benefit pension plan, the Company makes no contribution to the plan.

•	The Company guarantees no specific return on contributions under the plan.

•	Deferrals are placed in a trust that is subject to the claims of Tiffany's creditors.

•	The value in the participant's account depends on the return on investments in various mutual funds that may be selected by the participant.

•	Deferrals may be made to a retirement account and to accounts which will pay out on specified "in-service" dates.

•	Participants must elect to make deferrals in advance of the period during which the deferred compensation is earned.

•	Retirement accounts pay out in 5, 10, 15 or 20 annual installments after retirement as elected in advance by the participant.

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•	Except in the case of previously elected "in-service" payout dates, participants are not allowed to withdraw funds while they remain employed other than for unforeseeable emergencies and then only with the permission of the Board.

•	Termination of services generally triggers a distribution of all account balances other than, in the case of retirement or disability, retirement balances.

•	Executive officers will not receive any distribution from the plan until six months following termination of service.

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(a)

For Mr. Bogliolo, the amount shown represents 24 months of base salary (payable in a lump sum) and payment of his Fiscal 2018 annual incentive award (as such annual incentive award would not yet have been paid as of the assumed termination date). For the remaining NEOs, the amount shown represents the aggregate cost of continuing their salary for a period determined by the Executive Severance Plan (18 months for Mr. Erceg and Mr. Galtie, and 15 months for Ms. Cloud and Mr. Hart), plus their Fiscal 2018 annual incentive awards.

(b)

The amounts shown in this column represent the cost of (i) 12 months of outplacement services and (ii) continued health care coverage determined on the basis of the Company’s “COBRA” rates for post-employment continuation coverage for a period of 18 months for Mr. Bogliolo, Mr. Erceg and Mr. Galtie, and 15 months for Ms. Cloud and Mr. Hart. Such COBRA rates are available to all participating employees who terminate from employment and were determined on the basis of coverage elections made by the executive officer.

(c)

In the event of involuntary termination on the assumed termination date, Mr. Bogliolo would be entitled to continued vesting of stock options that would have vested within 24 months of termination (a total of 243,594 stock options), with the exercise period for such options to expire one year from the vesting date. No value has been assigned in this column to stock options subject to continued vesting, or to adjustments in the exercise period for vested options.

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(d)

In the event of involuntary termination on the assumed termination date, Mr. Bogliolo would be entitled to continued pro rata vesting of all outstanding PSUs (resulting in continued vesting of 21,072 PSUs, following such prorating). In the event of involuntary termination without cause (rather than resignation for good reason), Ms. Cloud would be entitled to continued vesting (without prorating) of PSUs granted to her in January 2017 and later that were granted at least six months prior to the assumed termination date. She would also be entitled to continued pro rata vesting of other outstanding PSUs for which the performance period would end within 12 months of the assumed termination date. Accordingly, this column assumes continued vesting of PSUs granted to her in January 2017 and 2018, as well as continued pro rata vesting of PSUs granted to her in January 2016 (resulting in continued vesting of a total of 41,870 PSUs). The remaining NEOs would be entitled, in the event of any involuntary termination, to continued pro rata vesting of PSUs for which the performance period would end within 12 months of the assumed termination date. Accordingly, this column assumes continued pro rata vesting of PSUs granted in January 2016 (if applicable) and 2017 (resulting in continued vesting, following such prorating, of 18,625 PSUs for Mr. Erceg, 22,503 PSUs for Mr. Galtie and 23,283 PSUs for Mr. Hart). In each case, no value has been assigned to PSUs subject to such continued vesting, and the number of PSUs to vest at maturity will be based on the Company's actual performance during the applicable performance period.

(e)

In the event of involuntary termination on the assumed termination date, Mr. Bogliolo would be entitled to continued vesting of RSUs that would have vested within 24 months of termination (8,741 RSUs). No value has been assigned to RSUs subject to such continued vesting. For the remaining NEOs, RSUs that would have vested within 12 months of termination would vest on termination. Accordingly, this column reflects early vesting of one-fourth of the annual grants of RSUs awarded in January 2017, 2018 and 2019 to Ms. Cloud and Mr. Hart, and in January 2017 to Mr. Galtie. It also assumes early vesting of one-third of the RSUs granted to Mr. Erceg in November 2016 (early vesting of 8,751 RSUs) and one-fourth of the RSUs granted to Mr. Galtie in September 2015 and July 2017 (early vesting of 1,151 and 1,403 RSUs, respectively).

(f)	Following a Change in Control, benefits under the Supplemental Plan would vest upon involuntary termination, or at the time of the Change in Control if the participant has either attained age 65, or age 55 with 10 years of service. The value reported reflects the present value at age 55 of the benefit accrued as of January 31, 2019, reduced for early retirement.

(g)	Cash severance payments shown in this column represent the sum of (i) the executive's short-term incentive award for Fiscal 2018, and (ii) two times the sum of such short-term incentive award and the executive's Fiscal 2018 base salary.

(h)	The amounts shown in this column represent two years of health care coverage determined on the basis of the COBRA rates described above.

(i)

In the event of a Change in Control that is not a Terminating Transaction (as defined below), the unvested portion of such options would vest only upon the executive's involuntary termination from employment. Upon such an involuntary termination, all outstanding stock options would vest. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. Accordingly, this column reflects early vesting of the outstanding portions of the annual stock option grants awarded to Mr. Bogliolo in January 2018 and 2019, to Mr. Erceg in

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(j)

In the event of a Change in Control that is not a Terminating Transaction, vesting of these PSUs would only occur upon the executive's involuntary termination from employment. Upon such an involuntary termination, the portion of PSUs to vest would be determined by a schedule based on the applicable three-year performance period. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. Accordingly, this column reflects early vesting of 57.1% of the total number of PSUs granted in 2016; early vesting of 55% of the PSUs granted in 2017 and 2018; and no early vesting of PSUs granted in 2019. In each case the value was determined using $88.73, the closing value of the Company's common stock on January 31, 2019.

(k)

In the event of a Change in Control that is not a Terminating Transaction, vesting of these RSUs would only occur upon the executive's involuntary termination from employment. Upon such an involuntary termination, all outstanding RSUs would vest. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. Accordingly, this column reflects early vesting of 100% of the outstanding portion of the annual grants of RSUs awarded to Ms. Cloud and Mr. Hart in January 2017, 2018 and 2019 (7,002 and 6,082 outstanding, respectively), to Mr. Bogliolo in January 2018 (8,741 outstanding), to Mr. Erceg in November 2016 (8,751 outstanding), and to Mr. Galtie in September 2015, January 2017 and July 2017 (a total of 6,965 outstanding). In each case the value was determined using $88.73, the closing value of the Company's common stock on January 31, 2019.

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•	If a Change in Control occurs before the start of the three-year performance period, no conversion or vesting will occur.

•	If a Change in Control occurs in the first or second fiscal year of the three-year performance period, then 55% of the PSUs awarded shall convert to time-vesting restricted stock units.

•

If a Change in Control occurs in the last fiscal year of the three-year performance period, the percentage of PSUs to convert to time-vesting restricted stock units will be based on the Company's cumulative performance during the first and second fiscal year of the performance period, as compared to the performance goals expressed in the original notice of grant; however, such performance goals will be prorated for the cumulative two-year period (66.67%). For PSUs granted in January 2016, the ROA target will be disregarded for these purposes.

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•	A person or group of persons acting in concert (a "person" being an individual or organization) is or becomes the beneficial owner of Company stock representing 35% or more of the combined voting power of the Company's then-outstanding stock (subject to certain exceptions such as in the case of a trustee of a Company employee benefit plan);

•

A majority of the Board is, for any reason, not made up of individuals who are currently on the Board or who are incumbent directors. Incumbent directors are defined for purposes of the Supplemental Plan, the retention agreements and certain unvested equity awards as directors approved by a majority of the current directors or directors who were themselves approved by a majority of the current directors. The terms of other unvested equity awards use the same definition, but with the proviso that incumbent directors do not include a director who joined the board after having been designated to do so pursuant to an agreement between the Company and another person to effect a transaction that would otherwise constitute a Change in Control;

•	As a result of a corporate transaction such as a merger, the shareholders of the Company immediately prior to such transaction do not own more than 50% of the combined voting power of the surviving entity; or

•

50% or more of the consolidated assets of the Company and its subsidiaries are sold, liquidated or distributed, unless the shareholders of the Company continue to own those assets in the same proportion as their ownership of Company stock prior to the sale, liquidation or distribution (in the case of the Supplemental Plan, the retention agreements and certain unvested equity awards); or all or substantially all assets of the Company or Tiffany are sold or disposed of to an unrelated party (in the case of other unvested equity awards).

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(a)	Includes amounts deferred under the Deferral Plan.

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(c)	Amounts shown represent the grant date fair value for stock options granted in Fiscal 2018. In valuing option awards, the Company made certain assumptions. For a discussion of those assumptions, please refer to "Note M. Stock Compensation Plans," in Notes to Consolidated Financial Statements, under "Item 8. Financial Statements and Supplementary Data" in the Company's Annual Report on Form 10-K.

(d)

The actuarial valuation shown takes into account the current age of the director and is based on the following assumptions: RP2014 Male/Female Mortality Table with White Collar Adjustments projected back to 2006 to remove MP-2014 improvements and projected forward using Scale MP-2018; discount rate of 4.25%; and assumed retirement age of 65 (if the director is over age 65, the director is assumed to retire on January 31, 2019). These assumptions are consistent with those used to prepare the Company's financial statements, except for the retirement age assumption. This column does not include earnings under the Deferral Plan because the Deferral Plan does not pay above-market or preferential earnings on compensation that is deferred. Where an N/A appears, the director is not eligible for this benefit. The pension benefit for Ms. Bravo, Mr. Marquis and Mr. Shutzer declined by $17,685, $28,944 and $33,275, respectively. This column does not include changes in pension value or nonqualified deferred compensation earnings for Mr. Kowalski that are attributable to his employment. The table above similarly does not reflect distributions made to him in Fiscal 2018 from the Pension Plan, Excess Plan and Supplemental Plan that are also attributable to his employment (a total of $1,157,783 in distributions).

(e)	The amount reported for Mr. Fish reflects a $10,000 cash contribution and merchandise grants of $620 to the Fish Family Foundation to support the Champion of Change Japan Award. In addition, merchandise grants of less than $10,000 were provided to a charitable organization of which Mr. Shutzer is a Trustee. See "Contributions to Director-Affiliated Charities" at PS-35.

(f)	These directors did not stand for re-election at the 2018 Annual Meeting. The amounts reported above are retainer fees for the final quarter of the director compensation year that began on June 1, 2017. Mr. Marquis additionally received benefits totaling $60,167 under the Retirement Plan for Non-Employee Directors, a description of which appears on PS-102.

(g)

In May 2018, after reviewing competitive compensation data and with the input of its independent compensation consultant, the Nominating/Corporate Governance Committee of the Board determined to increase the additional compensation to be provided to the non-executive Chairman of the Board from $30,000, paid as a cash retainer, to $220,000, divided equally among cash, stock options and RSUs. This change was effective for the compensation year beginning on June 1, 2018, but a pro rata portion of this retainer was provided to Mr. Farah for his service as non-executive Chairman for the period from October 2, 2017 to May 31, 2018. See "Discussion of Director Compensation Table" at PS-101. Accordingly, the $628,517 in compensation reported above for Mr. Farah includes $463,488 relating to his service for the compensation year beginning June 1, 2018, composed of the following: (i) an aggregate cash retainer of $71,250 payable for his service during the first three quarters of the compensation year, (ii) stock options with a grant date fair value of $79,923 and RSUs with a grant date fair value of $78,663, each provided for his service as a director during the compensation year, (iii) a cash retainer of $15,000 payable for his service as Chair of the Nominating/Corporate Governance Committee and (iv) an additional retainer payable for his service as non-executive Chairman, composed of $73,333 in cash, stock options with a grant date fair value of $73,243, and RSUs with a grant date fair value of $72,076. The amount reported above also includes $165,029 relating to his service for the prior compensation year, composed of the following: (i) a cash retainer of $20,000 payable for his service as a director during the final quarter of such prior compensation year, (ii) a cash retainer of $48,621 payable for his service as non-executive Chairman for the period from October 2, 2017 to May 31, 2018, and (iii) stock options with a grant date fair value of $48,564 and RSUs with a grant date fair value of $47,844, each provided for his service as non-executive Chairman for the period from October 2, 2017 to May 31, 2018.

(h)	For administrative reasons, the retainer fees payable to Mr. Trapani with respect to his service for two quarters of the compensation year beginning on June 1, 2018, will be paid in Fiscal 2019, and are therefore not reflected in the amount reported above.

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(a)	Includes amounts that are also included in the amounts shown in the column headed "Fees Earned or Paid in Cash" in the Director Compensation Table at PS-99.

•	$100,000 in cash paid by JANA within three business days of the date of the Nomination Agreement;

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$150,000 in cash paid by JANA within three business days of the appointment of Mr. Trapani to the Board in February 2017. The Nomination Agreement requires Mr. Trapani to hold an amount of Company common stock with a fair market value equal to the estimated after-tax proceeds of $250,000 (assuming a combined federal, state and city tax rate of 45%) until at least the later of (i) the first date as of which Mr. Trapani is no longer a director of the Company and (ii) three years from the date of his appointment or election. As Mr. Trapani owned more than such after-tax amount in Company common stock at the time of his appointment to the Board, he was not required to invest any additional funds in Company shares; and

•	certain cash settled stock appreciation rights ("SARs") with respect to a total of 75,000 shares of Company common stock as follows: (i) SARs with respect to 37,500 shares payable in 2020 (the "2020 SARs"); and

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(a)

Shares indicated are the aggregate of those issuable upon exercise of outstanding options awarded under the Company's 2014 Employee Incentive Plan and the 2017 Directors Equity Plan (the "Directors Plan"). They do not include 1,121,803 shares issuable with respect to stock units awarded under those plans. They also do not include shares issuable under options that were awarded and remain outstanding under the Company's 2005 Employee Incentive Plan, which total 46,993 shares, or under options or restricted stock units that were awarded and remain outstanding under the Company's 2008 Directors Equity Plan, which total 222,017 and 12,387 shares, respectively. All amounts shown take into account accrued dividend equivalent units where applicable.

(b)	Shares indicated are the aggregate of those available for grant under the 2014 Employee Incentive Plan and the Directors Plan.

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(a)	Net expense recognized in 2017 related to the estimated impact of the 2017 U.S. Tax Cuts and Jobs Act (the "2017 Tax Act"). See "Item 8. Financial Statements and Supplementary Data–Note N. Income Taxes" in our Annual Report on Form 10-K, filed with the SEC on March 22, 2019, for further information.

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(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 a finished goods inventory management and merchandising information system. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations–Information Systems Assessment" in our Annual Report on Form 10-K, filed with the SEC on March 22, 2019, for further 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 7. Management's Discussion and Analysis of Financial Condition and Results of Operations–Financing Arrangements with Diamond Mining and Exploration Companies" in our Annual Report on Form 10-K, filed with the SEC on March 22, 2019, for further information.

(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.

a	The decrease in 2018 compared to 2017 primarily reflected increases in inventory purchases and cash payments for income taxes.

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