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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 (86.7% for the CEO and 65.7% for the other named executive officers, on average), with significant emphasis on long-term incentives.

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Long-term and short-term incentive awards granted for Fiscal 2017 and Fiscal 2018 are payable contingent on key performance measures, including operating earnings, growth in annual net sales on a constant-exchange-rate basis that excludes the effect of translating foreign-currency-denominated sales into U.S. dollars ("Constant Currency Sales Growth," see Appendix I at PS-112), net earnings per diluted share, and operating cash flow.

•	Short-term incentive awards for Fiscal 2017 were paid out to the named executive officers at 103.8% 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, 2015 and ending January 31, 2018 (Fiscal 2015 to Fiscal 2017), performance-based restricted stock units ("PSUs") vested at 53.4% of target shares (26.7% 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").

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•	The Compensation Committee of the Board retains an independent compensation consultant to advise on the executive compensation program 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 2018 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 10 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 2018 financial statements; and

•	FOR approval of the compensation paid to the Company's named executive officers in Fiscal 2017.

•	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 2018 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 2018 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 2018 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 29,956 shares issuable upon the exercise of Vested Stock Options.

c)	Includes 20,741 shares issuable upon the exercise of Vested Stock Options. Dr. Costley will not stand for re-election at the 2018 Annual Meeting.

d)	Includes 6,749 shares issuable upon the exercise of Vested Stock Options.

e)	Includes 26,096 shares issuable upon the exercise of Vested Stock Options.

f)	Includes 34,673 shares issuable upon the exercise of Vested Stock Options.

g)	Includes 12,763 shares issuable upon the exercise of Vested Stock Options, 7,000 shares held by the Kowalski Family Foundation and 30,585 shares held in trust of which Mr. Kowalski is the sole trustee. Mr. Kowalski was named Interim CEO effective February 5, 2017 and stepped down from that position effective October 2, 2017. Mr. Kowalski will not stand for re-election at the 2018 Annual Meeting.

h)	Includes 6,749 shares issuable upon the exercise of Vested Stock Options.

i)

Includes 29,956 shares issuable upon the exercise of Vested Stock Options, 29,729 shares held in the Charles and Cynthia Marquis Joint Revocable Trust dated December 8, 2003 and 56,000 shares held in the Marquis 2012 Children's Trust, as Trustee. Mr. Marquis disclaims beneficial ownership of Company shares held by the Marquis 2012 Children's Trust. Mr. Marquis will not stand for re-election at the 2018 Annual Meeting.

j)	Includes 34,673 shares issuable upon the exercise of Vested Stock Options; 107,500 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;

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k)	Includes 23,619 shares issuable upon the exercise of Vested Stock Options.

l)

Includes 375,000 shares held by Argenta Holdings Sarl, of which Mr. Trapani owns 100% of the equity interests and 6,749 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.

m)	Includes 12,815 shares issuable upon the vesting of PSUs on March 21, 2018 and 36,780 shares reported as directly owned on Mr. Cumenal's Form 4 filed with the SEC on March 8, 2017. Mr. Cumenal stepped down from his position as CEO effective February 5, 2017 and resigned as a director effective February 10, 2017.

n)	Includes 65,231 shares issuable upon the exercise of Vested Stock Options.

o)	Includes 97,556 shares issuable upon the exercise of Vested Stock Options, 3,471 shares issuable upon the vesting of PSUs on March 21, 2018 and 523 shares held in Ms. Cloud's account under the 401K Plan.

p)	Includes 39,596 shares issuable upon the exercise of Vested Stock Options, 2,297 shares issuable upon the vesting of PSUs on March 21, 2018 and 12 shares held in Ms. Harlan's account under the 401K Plan.

q)	Includes 499,381 shares issuable upon the exercise of Vested Stock Options; 11,429 shares issuable upon the vesting of PSUs on March 21, 2018; 2,192 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, was elected as Chairman of the Board effective October 2, 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;

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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 – 8 of the Company's 10 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 (including the Board);

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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 and upon accepting a directorship with another public company (or any other organization that would require a significant time commitment). 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.

•	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;

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•	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 significant actions by the Company.

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•	The full Board held six regular meetings and nine special meetings. Attendance averaged 94% amongst all members.

•	The Audit Committee held nine meetings. Attendance averaged 91% amongst all members.

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

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

•	The Finance Committee held six meetings. Attendance averaged 96% amongst all members.

•	The Corporate Social Responsibility Committee held three meetings. Attendance averaged 92% 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;

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•	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;

•	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;

•	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, and considering communications with proxy advisory firms and related matters; and

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•	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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•	Policies on the composition of the Board;

•	Criteria for the selection of nominees for election to the Board;

•	Nominees to fill vacancies on the Board;

•	Nominees for election to the Board;

•	The optimal number of directors constituting the entire Board;

•	Corporate governance principles applicable to the Company;

•	Non-management director compensation; and

•	Management performance and succession planning.

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•	92nd Street Y: merchandise grants of $1,500 (Peter W. May, who served as a director of the Company during Fiscal 2017 but did not stand for re-election at the 2017 Annual Meeting, is an Honorary Director).

•	Fish Family Foundation: $10,000 cash contribution and merchandise grants of $450 to support the Japanese Women's Leadership Initiative (Lawrence K. Fish is a Trustee).

•	Partnership for New York City: $15,000 annual dues contributions (Mr. May is a member of the Executive Committee).

•	Prep for Prep: merchandise grants of $2,615 (William A. Shutzer is a Trustee).

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a)	Tax fees consist of fees for tax compliance and tax consulting services. These fees include tax compliance fees of $1,637,400 for the year ended January 31, 2018 and $947,300 for the year ended January 31, 2017.

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, 2018 and January 31, 2017.

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•	Annual base salary of $1,350,000 per year;

•	Annual short-term incentive award in the target amount of 150% of base salary, with the actual amount of the Fiscal 2017 award to be calculated on a pro-rata basis to reflect Mr. Bogliolo's actual service during Fiscal 2017;

•	Annual long-term incentive award (for which Mr. Bogliolo will first be eligible beginning with Fiscal 2018) with a target value of 500% of base salary;

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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 awards were intended to replace amounts forfeited at his prior employer and to provide further inducement to join the Company; and

•	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.

•	Cash severance in the amount of $1,909,387;

•	Cash payment in the amount of $1,631,250, in respect of the payout of his short-term incentive award for Fiscal 2016, based on actual performance of the Company, as determined by the Compensation Committee ("Committee") of the Board in accordance with the targets and guidelines established at the beginning of the performance period; and

•	Payment of the cost of one year of continued health care coverage.

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•	All stock option awards that were vested but unexercised as of the termination of his employment — which ordinarily would have expired three months after the termination date — remained exercisable until February 10, 2018 (the one-year anniversary of his termination of employment);

•	The unvested portions of stock option awards previously granted to Mr. Cumenal that had been scheduled to vest in Fiscal 2017, and that ordinarily would have been forfeited upon the termination of his employment, vested as of March 14, 2017, and remained exercisable until February 10, 2018; and

•

PSUs granted to Mr. Cumenal in January 2015, which otherwise would have been forfeited upon the termination of his employment, continued to vest according to their terms. The payout of this award remained contingent upon pre-established performance goals, and was pro-rated to reflect Mr. Cumenal's employment during the performance period. The Committee was only permitted to exercise its discretion to reduce the amount of the award to be vested if the reduction applied to the executive officers generally. For information concerning the payout of this award, see below under "2017 Incentive Compensation - Performance-Based Restricted Stock Units" at PS-45.

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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.

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•	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 link 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; and

•	Hay Group Luxury Retail 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 performance 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 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.

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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.

•	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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For the Fiscal 2018 PSUs, the EPS and operating cash flow threshold, target and maximum goals, and the corresponding percentage of target shares to be paid out at the end of the performance period (if any), are shown below. In evaluating achievement of performance goals, the Committee is permitted under the 2014 Employee Incentive Plan to exclude certain events. See "Permissible Adjustments to Evaluation of Performance" at PS-60.

•	Payout of the Fiscal 2017 PSUs is determined using the same chart shown above, based on the threshold, target and maximum performance goals established at the start of the

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•	Notwithstanding the above guidance, the Committee has retained the discretion to vest the maximum number of PSUs granted, or reduce the number to vest from the maximum to any number down to zero, provided that either the EPS or operating cash flow threshold is met.

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•	On February 15, 2017, in connection with his appointment as Interim CEO, Michael J. Kowalski was granted 43,615 stock options, all of which vested on the first anniversary of the grant date.

•	On March 16, 2017, in recognition of her contributions in connection with the CEO transition and other matters, and in furtherance of the goals of motivating and retaining talent, Leigh M. Harlan was granted 30,396 stock options and 5,544 RSUs, in each case to vest in equal installments on the first three anniversaries of the grant date.

•	On July 19, 2017, in connection with his assumption of additional responsibilities, Philippe Galtie was granted 33,312 stock options and 5,444 RSUs, in each case to vest in equal installments on the first four anniversaries of the grant date.

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On November 16, 2017, following his relinquishment of the role of Interim CEO, Mr. Kowalski was granted 571 restricted stock units, to vest in a single installment on the first anniversary of the grant date, and 3,334 stock options, to vest the day following the grant date. The grant was made pursuant to the 2017 Directors Equity Compensation Plan and was calculated to be a pro-rata share of non-employee director equity compensation for the 2017 compensation year, based on Mr. Kowalski's dates of service as a non-employee director.

•	On January 17, 2018, in connection with his recruitment, and as provided for in his offer letter, Alessandro Bogliolo was granted 70,143 stock options and 12,846 RSUs, in each case to vest in equal installments on the first three anniversaries of his commencement date.

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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.

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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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•	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

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Amendment of equity grants to provide for continued vesting of stock options and RSUs that would have vested during the 24-month period following the termination date, 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 his employment during the applicable performance period.

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Severance absent a Change in Control - Applicable in the event of termination without Cause or resignation for Good Reason, including Tiffany's refusal to extend the term: $605,000, subject to increase based on annual cost of living adjustments; base salary for the balance of the term (minimum of one year); any unpaid short-term incentive award for the last completed fiscal year; and continuation of medical and dental benefits for one year;

•	Severance payments and other benefits following a Change in Control - Certain payments and other benefits applicable in the event of termination without Cause or resignation for Good Reason, including Tiffany's refusal to extend the term; and

•	Absent termination with cause or for disability, upon termination of employment, Tiffany would pay an additional $200,000 if it wished Mr. Cumenal to continue to comply with non-competition covenants.

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•	loss of certain benefits under the nonqualified retirement plans;

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

•	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. Cumenal held the role of CEO from April 1, 2015 to February 5, 2017.

3	Mr. Kowalski held the role of Interim CEO from February 5, 2017 to October 2, 2017, having previously served as CEO from 1999 until March 31, 2015. He was an NEO for the fiscal year ended January 31, 2016 ("Fiscal 2015"), but was not an NEO for Fiscal 2016.

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

5	Mr. Galtie assumed responsibilities as an executive officer of the Company on August 17, 2015, and was not an NEO for Fiscal 2015.

6	Ms. Harlan assumed responsibilities as Senior Vice President - Secretary & General Counsel on May 22, 2014, and was not an NEO for Fiscal 2015 or Fiscal 2016.

(a)	Salary. Salary amounts include amounts deferred at the election of the executive under the Deferral Plan and under the 401(k) Plan. Amounts deferred to the Deferral Plan are also shown in the Nonqualified Deferred Compensation Table at PS-97.

(b)

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 2017 include grants of PSUs and RSUs, in each case where applicable, made in January 2018, 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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(c)	Option Awards. Amounts shown represent the dollar amount of the grant date fair value of the stock option award (which includes the grants made in January 2018) 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.

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(d)

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-84.) 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.

(e)

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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(f)	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 401(k) Plan. See "Defined Contribution Retirement Benefit" at PS-65. Mr. Cumenal forfeited a portion of these benefits upon his departure from the Company.

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(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-65. Mr. Cumenal forfeited a portion of these benefits upon his departure from the Company. See Note (b) under "Note to Nonqualified Deferred Compensation Table" at PS-97.

(iii)

For Mr. Bogliolo, the amount reported as "other compensation" for Fiscal 2017 is a cash sign-on bonus ($2,800,000), a payment to reimburse relocation costs ($500,000) and payment towards tax consultation services ($1,880), 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 Appointment as Chief Executive Officer" at PS-43.

(iv)

For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2017 reflects: (i) cash severance ($1,909,387), payment for accrued but unused vacation time and in lieu of notice ($89,042) and the cost of one year of continued health coverage ($23,572), in each case as required by his employment agreement and separation agreement, (ii) an additional cash amount of $690,613 paid pursuant to his separation agreement, (see "Frederic Cumenal Departure" at PS-43), (iii) defined contribution to certain French social security and pension schemes ($9,835), as provided for in his employment agreement, and (iv) payment towards tax consultation services ($1,087).

(v)

For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2016 represents: defined contribution to certain French social security and pension schemes ($80,046); payment to a special retirement account ($462,834); and payment towards tax preparation consultation services ($18,922). See the discussion of Mr. Cumenal's employment agreement and compensation paid thereunder under "Frederic Cumenal Employment Agreement and Separation Agreement" at PS-86.

(vi)	For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2015 represents: defined contribution to certain French social security and pension schemes ($75,017); payment towards tax preparation consultation services ($22,895); and payment to a special retirement account ($407,688).

(vii)	For Mr. Kowalski, the amount reported as "other compensation" for Fiscal 2017 is the retainer paid to him in connection with his service, beginning in October 2017, as a non-employee director. See the Director Compensation Table at PS-105.

(viii)	For Mr. Kowalski, the amount reported as “other compensation” for Fiscal 2016 is the retainer paid to him in connection with his service as a non-employee director.

(ix)	For Mr. Kowalski, the amount reported as "other compensation" for Fiscal 2015 is a distribution paid under the Excess Plan ($352,315), a payment of accrued but unused vacation time as of Mr. Kowalski's retirement from the role of CEO in March 2015 ($15,983) and the retainer paid to him in connection with his service as a non-employee director ($90,000).

(x)

For Mr. Erceg, the amount reported as "other compensation" for Fiscal 2017 is a cash sign-on bonus ($750,000), payment towards reimbursement of moving costs ($114,664) and payment towards tax consultation services ($1,950), 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-87.

(xi)	For Mr. Erceg, the amount reported as "other compensation" for Fiscal 2016 represents 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.

(xii)	For Ms. Cloud, the amount reported as "other compensation" for Fiscal 2015 reflects a payment made pursuant to a Company travel policy.

(xiii)	For Mr. Galtie, the amount reported as "other compensation" for Fiscal 2017 represents: defined contribution to certain French social security and pension schemes ($87,113), as provided for in the offer letter extended

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(xiv)	For Mr. Galtie, the amount reported as "other compensation" for Fiscal 2016 represents: defined contribution to certain French social security and pension schemes ($106,354) and relocation costs provided in the offer letter extended to Mr. Galtie ($42,857).

(xv)	For Ms. Harlan, the amount reported as "other compensation" for Fiscal 2017 is a reimbursement of certain health and fitness expenses.

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(a)	The stock options and RSUs granted to Mr. Kowalski on November 16, 2017, in connection with his service as a non-employee director were granted pursuant to the 2017 Directors Equity Compensation Plan. The remaining awards shown were granted pursuant to the 2014 Employee Incentive Plan.

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(c)

For Mr. Cumenal, the PSU award shown with a grant date of March 14, 2017 reflects PSUs granted to him in January 2015 and amended in March 2017 to permit continued vesting following his departure and a pro-rated payout (contingent on achievement of performance goals) based on the length of his employment during the performance period. The amounts reported in the "Threshold," "Target" and "Maximum" columns reflect estimated possible payouts for this award, taking into account such pro-rating. See "Payments and Other Benefits Provided to Frederic Cumenal" at PS-100. For information concerning the actual payout of this award, see "Vesting of Performance-based Restricted Stock Units Granted for Fiscal 2015" at PS-64.

(d)

For Mr. Cumenal, the amount reported in this column reflects the number of stock options previously granted to him for which the terms were amended on March 14, 2017 to permit stock options that were scheduled to vest in Fiscal 2017 to vest on the amendment date, and to provide that such stock options, as well as others that were vested but unexercised as of the date of Mr. Cumenal's departure from the Company, would remain exercisable until February 10, 2018. See "Payments and Other Benefits Provided to Frederic Cumenal" at PS-100.

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(e)

The exercise price for the options shown for Mr. Cumenal represent the weighted-average exercise price of all stock options amended on March 14, 2017 as described in note (d) above. The exercise price of all remaining options 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 grant date and (ii) the closing price on such Exchange on the grant date.

(f)

The amount reported for Mr. Cumenal reflects the fair value of the PSU grant and stock option grants shown on March 14, 2017, the date those grants were amended as described above in notes (c) and (d), calculated in accordance with Codification Topic 718 as of the amendment date. The fair value of the amended PSU grant was computed assuming that the EPS target was reached at 100% but not exceeded and the ROA target was not met (so no ROA adjustment was applied), resulting in vesting of the target number of PSUs.

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•	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.

•	In Fiscal 2015, the Company's consolidated operating earnings exceeded the threshold established by the Committee, and short-term incentive awards were paid out at 75% 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.

•

No Units vest if the executive voluntarily resigns (unless for retirement, as described below) or is terminated for cause during the three-year performance period, although partial vesting is provided for in cases of termination for death or disability (or, if such death or disability occurs in the final year of the performance period, then full vesting will occur, subject to performance conditions).

•

PSUs granted in January 2018 and 2017 continue to vest upon retirement, subject to compliance with applicable restrictive covenants, though payout remains contingent on the extent to which pre-established performance goals have been achieved. PSUs granted in January 2016 and 2015 similarly continue to vest upon retirement, but on a pro-rated basis reflecting the portion of the performance period worked.

•

In the event of an executive's involuntary termination without cause following at least 10 years of service, PSUs granted in January 2018 and 2017, if granted at least six months prior to such termination, will continue to vest, though payout again remains contingent on attainment of performance goals, and is further subject to compliance with applicable restrictive covenants. PSUs granted in January 2016 and 2015 are

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•	Dividends are not paid on PSUs. However, PSUs granted in January 2018 and 2017 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).

•	The EPS considered for Fiscal 2015 excluded $29.9 million associated with impairment charges related to a financing arrangement with Koidu Limited and expenses associated with specific cost-reduction initiatives.

•	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 U.S. Tax Cuts and Jobs Act.

•	Termination of employment for cause (immediately upon termination);

•	Voluntary resignation, other than for retirement (three months after termination);

•	Retirement (for stock options granted in or after January 2017, five years after retirement provided certain circumstances are met; for prior grants, two years after retirement);

•	Involuntary termination without cause (for stock options granted in or after January 2017, five years after termination provided the executive has accrued 10 years of service as a senior executive and other circumstances are met; otherwise, and for prior grants, three months after termination); or

•	Death or disability (two years after the event).

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•	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.

•	Term: Sequential one-year terms following an initial term;

•	Initial compensatory terms related to base salary, short-term incentive award and long-term incentive award, a sign-on equity grant and a one-time relocation award;

•

Deferred compensation: Credit of $365,000 per year, subject to cost of living adjustments, for the first 10 years of employment to an interest-bearing account for retirement. Mr. Cumenal became fully vested in this account after three years of employment. Together with the sign-on equity awards, these payments were intended as "make whole" payments for significant long-term pension benefits Mr. Cumenal forfeited at his prior employer;

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•	French pension scheme payments: Payment of approximately $75,000 annually for the benefit of Mr. Cumenal's account with certain French social security and pension schemes. This payment was intended to avoid loss of Mr. Cumenal's accruals under those schemes; and

•	Severance benefits following certain terminations of employment, as described under "Frederic Cumenal Employment Agreement" at PS-70.

•	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;

•

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, second and third anniversary of the grant date; (ii) stock options with a grant date value of $2,000,000, to vest in equal installments on the first, second and third anniversary 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; and

•

Severance benefits, absent a Change in Control, in the event of termination without Cause or resignation for Good Reason prior to the second year anniversary of hire: one year of base salary; any unpaid short-term incentive award for the last completed fiscal year; pro-rated short-term incentive award for the current year (calculated based on actual corporate results and as if individual achievement goals had been met at target); plus reimbursement of continued health coverage for one year.

•	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, second, third and fourth anniversary of the grant date; and (ii) stock options with a grant date value of $375,000, to vest in equal installments on the first, second, third and fourth anniversary of the grant date;

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•	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 grants expiring November 16, 2026 (granted to Mr. Erceg) and March 16, 2027 (granted to Ms. Harlan), both of which vest in three equal installments on the respective anniversaries of the grant date, (ii) the option grant expiring on February 15, 2027 (granted to Mr. Kowalski), which vested on February 15, 2018, (iii) the option grants expiring on May 28, 2025, May 26, 2026 and November 16, 2027 (also granted to Mr. Kowalski), which vested on the first business day following the grant date, and (iv) the option grant expiring on January 17, 2028 (granted to Mr. Bogliolo), which will vest in three equal installments over a three-year period ending on October 2, 2020.

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(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), (g), (h), (j), (k), (m) and (n) below. The number to the right of the slash mark indicates the total number of shares that would vest upon attainment of all performance objectives at the maximum goal level over the three-year performance period. For PSUs and RSUs granted in January 2017 and later, both numbers include whole dividend equivalent units accrued as of January 31, 2018.

(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 $106.65 on January 31, 2018. 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 - 30,967 shares, Mr. Erceg - 9,749 shares, Ms. Cloud - 5,070 shares, Mr. Galtie - 7,341 shares and Ms. Harlan - 3,957 shares.

(e)	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, 2018.

(f)	The value was computed on the basis of the Company's closing stock price of $106.65 on January 31, 2018.

(g)

This January 2015 grant of PSUs vested three business days following the date on which the Company's audited financial results for Fiscal 2017 were publicly reported. For Mr. Cumenal, the terms of the grants shown, which ordinarily would have been forfeited upon his departure in February 2017, were amended in March 2017 to provide for continued vesting following his departure. Payout of this award remained contingent upon pre-established performance goals, was calculated on a pro-rata basis to reflect his employment during the performance period, and was only subject to reduction at the Committee's discretion if the reduction applied to the executive officers generally. See "Frederic Cumenal Departure" at PS-43.

(h)	This value has been computed at 26.7% of maximum based on Company EPS and ROA performance in Fiscal 2015, Fiscal 2016 and Fiscal 2017. The resulting value was computed on the basis of the closing stock price of $106.65 on January 31, 2018.

(i)	This RSU award, granted to Mr. Kowalski in November 2017 in connection with his service as a non-employee director, will vest in one installment on November 16, 2018.

(j)	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.

(k)

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 $106.65 on January 31, 2018. 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 - 13,685 shares, Ms. Cloud - 7,116 shares, Mr. Galtie - 6,278 shares and Ms. Harlan - 5,555 shares.

(l)	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, 2018.

(m)	This January 2016 grant of PSUs will vest three business days following the date on which the Company's audited financial results for Fiscal 2018 are publicly reported.

(n)	This value has been computed at 12.5% of maximum on the assumption that the EPS threshold is reached but not exceeded and the ROA target is not met (resulting in no ROA adjustment) for the performance period of Fiscal 2016 through Fiscal 2018. The resulting value was computed on the basis of the closing stock price

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(o)	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, 2018.

(p)	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, 2018.

(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, 2018.

(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, 2018.

(s)	This RSU award was an annual incentive grant provided to Ms. Harlan in March 2014, in connection with the position she held before assuming her current role. This award vests in equal installments over a four-year period ending March 19, 2018. The number of shares shown is the portion of the award that had not vested as of January 31, 2018.

(t)	This one-time RSU award, granted to Ms. Harlan in March 2017 in furtherance of recognition and retention goals, vests in equal installments over a three-year period ending March 16, 2020. The number of shares shown is the portion of the award that had not vested as of January 31, 2018.

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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. Frederic Cumenal, Alessandro Bogliolo, Mark J. Erceg, Philippe Galtie and Leigh M. Harlan 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.

(c)	The credited service shown for Mr. Kowalski is as of his original retirement date in March 2015.

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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; and

•	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;

•	benefits 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; and

•	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 and the Excess Plan;

•	benefits are offset by benefits payable under 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-102);

•	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; and

•	participants will not receive any distribution from the plan until six months following separation from service as defined under the plan.

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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-74.

(b)

The amounts shown in this column, which reflect Excess DCRB Contributions made in Fiscal 2017 for plan year 2016, are also included in the column headed "All Other Compensation" in the Summary Compensation Table at PS-74. For more information concerning Excess DCRB Contributions, see "Defined Contribution Retirement Benefit" at PS-65 and "Excess DCRB Feature of the Deferral Plan" below. At the time of his departure, Mr. Cumenal was vested in 80% of the total Excess DCRB Contributions credited to him, based on his years of service; following his departure, the vested amount of his aggregate Excess DCRB contributions, totaling $216,886 following the contribution for plan year 2016 and including accumulated earnings, became payable to him in accordance with the form of payment he elected, and the remainder was forfeited. Mr. Galtie and Ms. Harlan are vested 20% and 80%, 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;

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•	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;

•	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; and

•	Most participants, including all executive officers, will not receive any distribution from the plan until six months following termination of services.

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(a)	Mr. Bogliolo and Mr. Erceg are entitled to certain cash and welfare benefits in the event of involuntary termination, without cause, in the absence of a change in control. For a summary of these arrangements, see "Alessandro Bogliolo Offer Letter" at PS-70 and "Mark J. Erceg Compensatory Arrangement" at PS-87.

(b)	Following a Change in Control, the Supplemental Plan will 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, 2018, reduced for early retirement.

(c)	Cash severance payments were determined by multiplying the sum of (i) actual salary and (ii) the target short-term incentive award or bonus, by two.

(d)	The amounts shown in this column represent two years of health care coverage determined on the basis of the Company's "COBRA" rates for post-employment continuation coverage. Such rates are available to all participating employees who terminate from employment and were determined on the basis of the coverage elections made by the executive officer.

(e)	The value of early vesting of annual stock option grants made in January 2015, 2016, 2017 and 2018 was determined using $106.65, the closing value of the Company's common stock on January 31, 2018. In the event of a Change in Control that is not a Terminating Transaction (as defined below), the unvested portion of

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(f)

The value of early vesting of annual PSU grants made in January 2015, 2016, 2017 and 2018, and of annual RSU grants made in January 2017 and 2018, was determined using $106.65, the closing value of the Company's common stock on January 31, 2018. In the event of a Change in Control that is not a Terminating Transaction, vesting of these RSUs and PSUs will only occur upon the executive's involuntary termination from employment. Upon such an involuntary termination, the outstanding portion of the RSUs will vest in full, while the portion of PSUs to vest will 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 assumes early vesting of 23.1% of the total number of PSUs granted in 2015; early vesting of 55% of the PSUs granted in 2016 and 2017; and no early vesting of PSUs granted in 2018. In addition to assuming early vesting of certain annual PSU and RSU grants, this column also assumes early vesting of 100% of the outstanding portions of the RSUs granted to Mr. Bogliolo in January 2018 (12,846 outstanding), to Mr. Erceg in November 2016 (17,502 outstanding), to Mr. Galtie in September 2015 (2,302 outstanding) and in July 2017 (5,498 outstanding) and to Ms. Harlan in March 2014 (108 outstanding) and March 2017 (5,657 outstanding).

•	Cash severance in the amount of $1,909,387;

•	Payment of his short-term incentive award for Fiscal 2016. Based on achievement of corporate goals and individual performance factors, Mr. Cumenal was paid $1,631,250, less applicable withholdings; and

•	Payment of the cost of one year of continued health care coverage.

•

The following stock option grants, or portions thereof, which ordinarily would have been forfeited on his termination date, vested as of March 14, 2017: 36,523 stock options granted in September 2013, 11,000 stock options granted in January 2014, 35,250 stock options granted in January 2015, and 57,743 stock options granted in January 2016. These stock options, as well as stock options that were vested but unexercised as of February 10, 2017, remained exercisable until February 10, 2018. The aggregate fair value of the amended stock option grants described, calculated in accordance with Codification Topic 718 as of the amendment date, was $2,859,100.

•	A maximum number of 71,000 PSUs granted to Mr. Cumenal in January 2015, which otherwise would have been forfeited upon his termination date, continued to vest in accordance with their terms. The payout of

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•	Target short-term incentive award for the pending fiscal year, to be calculated on a pro-rata basis to reflect the executive's service during such year;

•	Two times the sum of the executive's salary and target short-term incentive award, as severance; and

•	Two years of benefits continuation under Tiffany's health and welfare plans.

i.	If a Change in Control occurs before the start of the three-year performance period, no conversion or vesting shall occur for the award in connection with the change in control;

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

iii.

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 pro-rated for the cumulative two-year period (66.67%). For PSUs granted in January 2015 and 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.

(b)

Amounts shown represent the grant date fair value for stock options granted for Fiscal 2017. In valuing option awards, the Company made certain assumptions. For a discussion of those assumptions, please refer to Part II of the Company's Annual Report on Form 10-K for Fiscal 2017. See "Note M. Stock Compensation Plans," in Notes to Consolidated Financial Statements, under Item 8. Financial Statements and Supplementary Data.

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(c)	Supplementary Table: Outstanding Director Option Awards at Fiscal Year End:

(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 regressed to base year 2006 and projected generationally from 2006 with Scale MP-2017; discount rate of 3.75%; and assumed retirement age of 65 (if the director is over age 65, the director is assumed to retire on January 31, 2018). 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 Mr. Marquis declined by $2,882. In addition, this column does not include changes in pension value or nonqualified deferred compensation earnings for Mr. Kowalski that are attributable to his employment.

(e)	Mr. May did not stand for re-election at the 2017 Annual Meeting. The amount reported above for Mr. May is a retainer fee for the final quarter of the director compensation year ending May 31, 2017, which was paid in March 2017.

(f)	For administrative reasons, a portion of the fees ($20,000) payable to Mr. Trapani with respect to his service for the director compensation year ending on May 31, 2018 will be paid in Fiscal 2018, and is therefore not reflected in the amount reported above.

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

•

$150,000 in cash paid by JANA within three business days of the appointment of Mr. Trapani to the Board. 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 (A) the first date as of which Mr. Trapani is no longer a director of the Company and (B) three (3) 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 (ii) SARs with respect to 37,500 shares payable in 2022 (the "2022 SARs"). The payment obligations with respect to the 2020 SARs and 2022 SARs are subject to the requirement that Mr. Trapani have served as a director for one full term. The amounts payable by JANA with respect to the SARs, if any, will be based on the increase in value from the share price on the date of the Nomination Agreement and the lesser of the share price and the 30 day volume weighted average price on the third anniversary (in respect of the 2020 SARs) and fifth anniversary (in respect of the 2022 SARs) of Mr. Trapani's appointment to the Board, as applicable.

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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 (the "2014 Plan") and the 2017 Directors Equity Plan (the "Directors Plan"). They do not include 1,109,580 shares issuable with respect to stock units awarded under those plans. They also do not include shares issuable under options or stock units that were awarded and remain outstanding under the Company's 2005 Employee Incentive Plan, which total 154,469 and 28,213 shares, respectively, or the Company's 2008 Directors Equity Plan, which total 284,950 and 31,443 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 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 O. Income Taxes" in our Annual Report on Form 10-K, filed with the SEC on March 16, 2018, 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 new finished goods inventory management and merchandising information system. See "Item 7. Management's Discussion and Analysis–Information Systems Assessment" in our Annual Report on Form 10-K, filed with the SEC on March 16, 2018, 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–Financing Arrangements with Diamond Mining and Exploration Companies" in our Annual Report on Form 10-K, filed with the SEC on March 16, 2018, 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

Net cash provided by operating activities and free cash flow in 2017 reflected more effective management and timing of payables and reduced payments for income taxes, partly offset by increased inventory purchases. Additionally, net cash provided by operating activities and free cash flow in 2017 and 2016 reflected a voluntary cash contribution of $15.0 million and $120.0 million, respectively, made by the Company to its U.S. pension plan. See "Item 8. Financial Statements and Supplementary Data–Note N. Employee Benefit Plans" in our Annual Report on Form 10-K, filed with the SEC on March 16, 2018, for further information.

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