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•	The majority of compensation payable to the Chief Executive Officer and other named executive officers is tied to the Company's financial performance and/or the performance of the stock price (87% for the Chief Executive Officer and 73% for other named executive officers, on average), with significant emphasis on long-term incentives.

•	Long-term and short-term incentive awards are payable contingent on a variety of performance measures, including net earnings, earnings, return on assets, and change in stock price.

•	Short-term incentive awards for Fiscal 2014 were paid out to the named executive officers at 101% of target, based on achievement of operating earnings for the year relative to target and individual performance factors.

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•	For the performance period beginning February 1, 2012 and ending January 31, 2015 (Fiscal 2012-Fiscal 2014), performance-based restricted stock units vested at 25% of the original grant to each named executive officer, based on achievement of net earnings per share, on a diluted basis, and return on assets relative to pre-established targets.

•	Incentive compensation 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 base salary for the Chief Executive Officer and two to four times 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 of Directors (the "Committee") 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 Annual Meeting and vote in person.

•	Via the Internet. You may instruct your broker 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 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 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 2015 financial statements; and

•	FOR approval of the compensation paid to the Company’s named executive officers in Fiscal 2014.

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•	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 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.

•	The shareholder who owns the share is present in person at the 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 Annual Meeting.

•	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 29,794 shares issuable upon the exercise of Vested Stock Options. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

c)	Includes 15,077 shares issuable upon the exercise of Vested Stock Options. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

d)	Includes 97,668 shares issuable upon the exercise of Vested Stock Options and 4,203 shares issuable upon the vesting of performance-based restricted stock units on March 25, 2015.

e)	Includes 11,217 shares issuable upon the exercise of Vested Stock Options. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

f)	Includes 49,794 shares issuable upon the exercise of Vested Stock Options. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

g)	Includes 171,000 shares issuable upon the exercise of Vested Stock Options, 7,844 shares issuable upon the vesting of performance-based restricted stock units on March 25, 2015 and 2,572 shares held by the Kowalski Family Foundation.

h)

Includes 39,794 shares issuable upon the exercise of Vested Stock Options, 28,682 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 stock held by the Marquis 2012 Children's Trust. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

i)	Includes 12,632 shares Mr. May may be deemed to indirectly beneficially own. Includes 39,794 shares issuable upon the exercise of Vested Stock Options. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

j)

Includes 49,794 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; 32,210 shares held in trust for one adult child of which trust Mr. Shutzer's wife is sole trustee; and 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014. Mr. Shutzer disclaims beneficial ownership of Company stock held by KJC Ltd. and shares held in the aforementioned trust.

k)	Includes 8,740 shares issuable upon the exercise of Vested Stock Options. Includes 780 shares issuable upon the maturity of restricted stock grants made to directors on May 22, 2014.

l)	Mr. Fernandez, the Company's former Executive Vice President and Chief Operating Officer, retired effective July 31, 2014, and served as CFO from November 27, 2013 through April 1, 2014.

m)	Includes 7,494 shares issuable upon the exercise of Vested Stock Options. Mr. Nicoletti was appointed as CFO effective April 2, 2014.

n)	Includes 63,975 shares issuable upon the exercise of Vested Stock Options, 1,911 shares issuable upon the vesting of performance-based restricted stock units on March 25, 2015 and 490 shares held in Ms. Cloud's account under the Company’s Employee Profit Sharing and Retirement Savings Plan.

o)	Includes 844,354 shares issuable upon the exercise of Vested Stock Options and restricted stock unit grants that will vest within 60 days of March 23, 2015; 1,274 shares held in accounts under the Company's Employee Profit Sharing and Retirement Savings Plan; and three shares held in the Company's Employee Stock Purchase Plan.

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•	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 nominees for director has agreed to tender his or her resignation 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 – 7 of our 10 directors are independent;

•	Lead independent director – our Corporate Governance Principles require a lead independent director, tasked with specific responsibilities, to ensure independent oversight whenever the Chairman of the Board is not independent and to facilitate communication by shareholders and employees with non-management directors;

•	Director overboarding policy – directors may not serve on a total of more than six public company boards (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 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 – our independent directors conduct an annual assessment and evaluation of the workings and efficiency of the Board and each of the committees on which they serve and make recommendations for change, if required;

•	Long-standing policies governing business and ethical conduct;

•	Commitment to corporate social responsibility; and

•	Following leading compensation practices – see "Compensation of the CEO and Other Executive Officers–Compensation Discussion and Analysis–Executive Summary–Corporate Governance Best Practices" at PS-44.

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•	Management succession;

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

•	Monitoring of performance in comparison to the operating plan;

•	Review and approval of the Company’s strategic plan prepared by management;

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

•	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 necessary, modification of Board committee charters;

•	Review and approval of the Company's policies 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 meetings. Attendance averaged 98% amongst all members.

•	The Audit Committee held eight meetings. Attendance averaged 97% amongst all members.

•	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 five meetings. All members attended all meetings.

•	The Corporate Social Responsibility Committee held three meetings. All members attended all meetings.

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•	Retaining and terminating the Company’s independent registered public accounting firm, reviewing the quality-control procedures and independence of such firm and evaluating their proposed audit scope, performance and fee arrangements;

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

•	Reviewing the adequacy of our system of internal accounting and financial controls;

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

•	Discussing guidelines and policies with respect to risk assessment and risk management;

•	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

•	Conducting a review of our financial statements and audit findings in advance of filing, and reviewing in advance significant proposed changes in our accounting principles.

•	Reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

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•	Evaluating our Chief Executive Officer's performance in light of those corporate goals and objectives;

•	Determining and approving our Chief Executive Officer's compensation level based on such evaluation;

•	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, advisory votes, 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 designs (see "Compensation of the CEO and Other Executive Officers–Compensation Discussion and Analysis–Competitive Compensation Analysis - No Benchmarks" at PS-47);

•	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;

•	Director compensation; and

•	Management succession.

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•	Carnegie Hall: $5,000 cash grant to support opening night gala and contribution of $4,450 vermeil medallion for medal of excellence gala (Mr. May is a Trustee).

•	Partnership for New York City: $15,000 annual dues contributions (Mr. May and Tiffany are each partners).

•	Mt. Sinai Medical Center: $5,000 table purchase for Dubin Breast Cancer Center luncheon and combination of ticket subscription and merchandise grants totaling $2,650 to Sexual Assault and Violence Intervention Program Dinner (Mr. May is Chairman of the Board of Trustees).

•	Paul Taylor Dance Company: combination of sponsorship for anniversary gala and merchandise grants of $88,700 (Mr. Shutzer is a Trustee).

•	Prep for Prep: merchandise grants totaling $6,600 (Mr. Shutzer is a Trustee).

•	Roundabout Theatre Company: $20,000 table purchase for spring gala (Ms. Kohnstamm is a member of the Board of Directors).

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a)	Tax fees consist of fees for tax compliance and tax consulting services. These fees included estimated tax filing and compliance fees of $1,456,900 for the year ended January 31, 2015 and actual fees of $1,795,000 for the year ended January 31, 2014.

b)	All other fees consist primarily of the Sustainability Assurance procedures, Kimberley Process Agreed Upon Procedures and costs for research software for the years ended January 31, 2015 and January 31, 2014.

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•	performance-based restricted stock units awarded in January 2012, 2013 and 2014, vesting in March 2015, 2016 and 2017 respectively; and

•	unvested stock options awarded in January 2011, 2012, 2013 and 2014.

•	The announced promotion of Frederic Cumenal, President, to Chief Executive Officer, effective April 1, 2015, to occur upon the retirement of Michael J. Kowalski, effective March 31, 2015;

•	The announced transition of Mr. Kowalski from the role of Executive Chairman of the Board to a non-employee director serving as Chairman of the Board, effective April 1, 2015;

•	The appointment of Ralph Nicoletti as Chief Financial Officer, effective April 2, 2014;

•	The retirement of James N. Fernandez, Chief Operating Officer and former Chief Financial Officer, effective July 31, 2014; and

•	The appointment of Jill Beraud as Executive Vice President, effective October 13, 2014, with responsibility for Global Retail Operations including all sales channels in every region, as well as oversight of strategic store development and real estate.

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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 link management’s interests with those of the 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 market data;

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

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•	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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•	Performance-based restricted stock units 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 in a rising market and provide returns aligned with those of shareholders, whether or not performance goals have been met. This balances an inherent challenge

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•	for stock options, on the basis of the Black-Scholes model; and

•	for performance-based restricted stock units, using the per share market value immediately prior to the grant on the assumption that units would vest at the EPS target described under "Performance-Based Restricted Stock Unit Grants" below (achievement of the ROA goal was not considered in making this allocation).

•	The Company’s stock price over the long term is primarily driven by growth in EPS. The Committee determined that EPS performance should be the primary determiner of vesting, and no shares will vest unless a threshold level of EPS performance is achieved.

•	The Company’s ROA is also likely to significantly affect its stock price over the long term. This is due, in part, to the significance of inventory and capital expenses in its business. Thus the Committee uses ROA as a supplemental indicator of management’s success in achieving sustainable earnings growth.

•	The EPS and ROA goals were set by the Committee to agree to the Company’s strategic plan as approved by the Board.

•	The EPS goal is cumulative over the three-year performance period and on a diluted basis. The ROA goal is calculated for each year, as a percentage, and then averaged over each of the three years in the performance period.

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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.

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

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•	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.

•	a share acquisition resulting in a person, syndicate or group beneficially owning 35% or more of the voting power of the Company;

•	incumbent directors (including those appointed or nominated by incumbent directors) cease to be a majority of the Board;

•	a corporate transaction, such as a merger, in which the shareholders prior to the transaction do not thereafter own more than 50% of the voting power of the resulting company's shares; and

•	a sale of all or substantially all of the assets of the Company or Tiffany.

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•	compensatory terms relating to base salary, short-term incentive award, and long-term incentive award;

•	a one-time cash payment equal to 100% of Ms. Beraud's target short-term incentive award, pro-rated for that portion of Fiscal 2014 during which she was employed, in lieu of a performance-based short-term incentive award for Fiscal 2014;

•	a one-time sign-on cash bonus equal to $1,700,000, intended to offset the loss of equity interests in her prior employer, and subject to recoupment in the event of her resignation without good reason or termination for cause prior to the four year anniversary of her date of hire (with recoupment amounts decreasing after each one-year anniversary of her date of hire);

•	severance benefits, absent a Change in Control, in the event of her termination without cause or resignation for good reason, prior to the second year anniversary of her date of hire; and

•	post-employment restrictive covenants, composed of a six-month non-compete period, 18 month non-solicitation restriction with respect to employees and customers, and 18 month no-hire restriction with respect to employees;

•	compensatory terms relating to base salary, short-term incentive award, and long-term incentive award; and

•	a one-time sign-on equity award of time-vesting restricted stock units, equal in value to $1,500,000, to vest in full on the third anniversary of the grant date.

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•	loss of benefits under the non-qualified retirement plans;

•	loss of all rights under stock options and restricted stock units (whether or not vested); and

•	mandatory repayment of all proceeds from stock options exercised or restricted stock units vested during a period beginning six months before termination and throughout the duration of the non-competition covenant.

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(a)	Salary. Salary amounts include amounts deferred at the election of the executive under the Tiffany and Company Executive Deferral Plan (the "Deferral Plan") and under the 401(k) feature of the Company’s Employee Profit Sharing and Retirement Savings Plan (the "401(k) Plan"). Amounts deferred to the Deferral Plan are also shown in the "Nonqualified Deferred Compensation Table" at PS-88.

(b)	Bonus. Bonus amounts include amounts deferred at the election of the executive under the Deferral Plan and under the 401(k) Plan. Bonus amounts are earned in the fiscal year ended January 31 and paid as soon as reasonably practicable following the March meeting of the Committee, at which the Committee determines the pay-out of short-term incentive awards.

(c)

Stock Awards. 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”) for the fiscal year in which the award was granted (which includes the grants made on January 14, 2015). The amounts shown are based on the assumption that the earnings-per-share target and return on assets target for the three-year performance period identified by the Committee for each respective grant will be met at 100.0%.

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(d)	Option Awards. Amounts shown represent the dollar amount of the grant date fair value of the stock option award (which includes the grants made on January 14, 2015) calculated in accordance with Codification Topic 718 for the fiscal year in which the award was granted.

(e)

Non-Equity Incentive Plan Compensation. This column reflects cash short-term incentive awards under the 2005 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-73.) 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 is not a defined benefit plan and 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 named executive officers.

(i)	This amount reflects the benefit paid under the defined contribution retirement benefit ("DCRB") feature of the Tiffany and Company Employee Profit Sharing and Retirement Savings Plan.

(ii)	For Mr. Nicoletti, the amount reported as "other compensation" for Fiscal 2014 reflects relocation expenses incurred by Mr. Nicoletti in his relocation to New York in connection with his commencement of employment with the Company.

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(iii)

For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2014 includes the following elements: Defined Contribution to French Pension Scheme ($84,655); Payment to Special Retirement Account ($435,291); Payment towards tax preparation consultation services ($23,890). Please see the discussion of Mr. Cumenal's Senior Executive Employment Agreement and compensation paid thereunder, in connection with the commencement of employment in March 2011, under "Discussion of Summary Compensation Table and Grants of Plan-Based Awards – Frederic Cumenal Employment Agreement" at PS-77.

(iv)	For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2013 included the following elements: Defined Contribution to French Pension Scheme ($88,333); Payment to Special Retirement Account ($397,270); and Payment towards tax preparation consultation services ($27,000).

(v)	For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2012 included the following elements: Defined Contribution to French Pension Scheme ($88,946); Payment to Special Retirement Account ($378,481); and Payment towards tax preparation consultation services ($32,290).

(vi)

For Ms. Beraud, the amount reported as "other compensation" for Fiscal 2014 included the following elements: relocation expenses incurred by Ms. Beraud in her relocation to New York in connection with her commencement of employment with the Company ($90,086); a one-time cash payment, equal to 100% of her target short-term incentive award for Fiscal 2014, pro-rated for that portion of Fiscal 2014 during which she was employed, in lieu of a performance-based short-term incentive award for Fiscal 2014 ($201,000); and a one-time sign-on cash bonus intended to offset the loss of equity interests in her prior employer, and subject to full or partial recoupment (pursuant to a schedule) in the event of her departure prior to the four year anniversary of her date of hire ($1,700,000). For a more detailed discussion of Ms. Beraud's compensatory arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards – Jill Beraud Compensatory Agreement" at PS-78.

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(a)	No portion of these awards will pay out unless the EPS Threshold is attained over the three-year Performance Period ending January 31, 2018. If the EPS Threshold is attained, the Committee may vest the Maximum Number of Shares, but has the discretion to reduce the vested number of shares by any amount down to zero shares.

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(b)

The exercise price of all options was equal to or greater than the closing price of the underlying shares on the New York Stock Exchange on the grant date. The Committee adopted the following pricing convention on January 18, 2007: the higher of (i) the simple arithmetic mean of the high and low sales price of such stock on the New York Stock Exchange on the grant date or (ii) the closing price on such Exchange on the grant date. Options granted before January 18, 2007 were priced at the simple arithmetic mean of the high and low sales price of such stock on the New York Stock Exchange on the grant date.

(c)	The grant date fair value of each option award was computed in accordance with Codification Topic 718.

(d)

The grant date fair value of each performance-based restricted stock unit award was computed assuming that the EPS Target and ROA Target were each met at 100.0%, resulting in vesting of the Target Number of Shares, with no adjustment for the ROA Target. For additional information regarding performance-based restricted stock unit awards, see the table titled "Outstanding Equity Awards at Fiscal Year-End" at PS-80.

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•	strategic thinking;

•	leadership, including development of effective management teams and employee talent;

•	demonstrated adherence to the Company’s Business Conduct Policy - Worldwide, and professionalism;

•	financial metrics relevant to the executive’s specific areas of responsibility; and

•	specific objectives set for the executive officer by the Chief Executive Officer, or, in the case of the Chief Executive Officer, by the Board.

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•	In Fiscal 2013, the Company’s consolidated net earnings, on a non-GAAP basis (see Appendix I at PS-98), exceeded the target established by the Committee, and short-term incentive awards were paid out at 124% of the target amount, on average.

•	In Fiscal 2012, the Company’s consolidated net earnings exceeded the threshold but fell below the target established by the Committee, and short-term incentive awards were paid out at 15% of the target amount, on average.

•	Annual incentive awards to named executive officers are paid under the terms of the 2005 Employee Incentive Plan and will be paid only if the Company meets objective performance goals. This promise is set out in written agreements.

•	Bonuses are not subject to written agreements. The Committee has the discretion to increase, decrease or withhold such bonuses. It has been the Committee’s practice to align bonuses with annual incentive awards.

•	Annual incentive awards to named executive officers are designed so that the amounts paid out will be deductible to the Company and not count against the $1,000,000 limitation under Section 162(m) of the Internal Revenue Code. Each of the named executive officers, other than the Chief Financial Officer, is subject to that limitation.

•	If a bonus is paid, and the total annual cash compensation paid to that executive in the year of bonus was to exceed the $1,000,000 limitation, the excess would not be deductible to the Company for federal income tax purposes.

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•	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 (including for retirement, subject to the change made in 2015 described immediately 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;

•	For awards granted prior to January 2015, a retirement event is treated as a voluntary resignation, resulting in forfeiture. For awards granted in January 2015, Units vest on a pro-rated basis in the event of retirement, reflective of the portion of the performance period worked, but remaining wholly contingent on the pre-established performance goals;

•	No dividends are paid or accrued on Units;

•	No Units vest (other than for reasons of death, disability or on a change in control) if the Company fails to meet a three-year cumulative EPS threshold set by the Compensation Committee within 90 days after the start of the performance period; and

•	EPS performance above the threshold, at the target or maximum levels, results in a greater payout, while failure to achieve an ROA target, if the target or maximum EPS goals are met, results in a reduced payout. If EPS performance is at or above the threshold, target, or maximum levels, achievement above the ROA Target will result in an enhanced pay-out.

•	the Committee established the performance goals presented in the table below, based on cumulative net earnings per share on a diluted basis and return on assets, for the three-year performance period;

•	no units will vest if the EPS threshold is not achieved;

•	if the EPS threshold is reached, the Committee has the discretion to vest the maximum number of shares but has indicated that it will use its retained discretion to reduce the award based on the guidance that follows:

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•	termination of employment, other than for cause, (three months after termination); or

•	death, disability or retirement (two years after the event).

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

•	the death benefit is three times annual base salary and target short-term incentive award or bonus, as the case may be;

•	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 executive officer’s ending annual base salary and target short-term incentive or bonus amount;

•	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: three-year initial term with sequential one-year extensions thereafter. Either Tiffany, the Company or Mr. Cumenal may give prior notice of non-extension. In the event of a Change in Control, the term will continue for at least two years;

•	Compensatory terms related to base salary, short-term incentive award, long-term incentive award, and a sign-on three-year time-vesting restricted stock unit grant;

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•	Relocation Payment: a one-time award of $650,000 subject to a claw-back of 38% should Mr. Cumenal resign without good reason within 18 months of employment;

•	Deferred Compensation: Because Mr. Cumenal is not eligible to participate in any defined benefit pension plan offered by Tiffany, Tiffany will credit $365,000 per year for the first 10 years of his employment to an interest-bearing account for Mr. Cumenal’s retirement. He became fully vested in this account after three years of employment;

•	French Pension Scheme Payments: Tiffany will make payments of approximately $75,000 per year of employment for the benefit of Mr. Cumenal’s account with the French social security and complementary pension schemes;

•	Tax Consultation: Tiffany will provide or reimburse Mr. Cumenal for income tax preparation assistance for 2011 and 2012 up to a maximum of $30,000 each year;

•	Severance Absent a Change in Control – Applicable in the event of Termination without Cause; Resignation for Good Reason (including Tiffany’s refusal to extend the term): $605,000; plus Base Salary for the balance of Term (minimum of one year; maximum of two years); plus continuation of medical and dental benefits for one year;

•	Severance Following a Change in Control – Applicable in the event of Termination without Cause; Resignation for Good Reason (including Tiffany’s refusal to extend the term): $1,210,000; plus two times Base Annual Salary; plus continuation of medical and dental benefits for two years; and

•	If Mr. Cumenal terminates employment, Tiffany would also pay him an additional $200,000 payment if Tiffany wanted him to adhere to his non-compete.

•	Base Salary: $850,000 per year;

•	Target Annual Incentive Award, starting in Fiscal 2015: $595,000 (70% of Base Salary);

•	Target Long-term Incentive Award, for Fiscal 2015: $1,700,000 (200% of Base Salary);

•	Sign-on Cash Grant equal to $1,700,000, subject to recoupment on a graduated basis in the event of Ms. Beraud's resignation without good reason or Termination for Cause, prior to the four-year anniversary of her commencement date. This sign-on bonus was intended to offset the loss of equity interests in her prior employer;

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•	One-time cash payment, equal to 100% of her target short-term incentive award, pro-rated for that portion of Fiscal 2014 during which Ms. Beraud was employed, in lieu of a performance-based short-term incentive award for Fiscal 2014;

•	Relocation benefits in support of Ms. Beraud's relocation for the role; and

•	Severance Absent a Change in Control – Applicable in the event of Termination without Cause; Resignation for Good Reason: one year of Base Salary; pro-rated short-term incentive award for the current year; plus reimbursement of continued health coverage for one year. The severance benefits will be available to Ms. Beraud for the two-year period following her commencement date.

•	Base Salary: $750,000 per year;

•	Target Annual Incentive Award: $525,000 (70% of Base Salary);

•	Target Long-term Incentive Award: $1,500,000 (200% of Base Salary);

•	One-time sign-on equity award of time-vesting restricted stock units, equal in value to $1,500,000, to vest in full on the third anniversary of the grant date; and

•	Relocation benefits in support of Mr. Nicoletti's relocation for the role.

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(a)	For any option reported, the grant date was 10 years prior to the expiration date shown. All options vest 25% per year over the four-year period following a grant date other than the option grant expiring September 23, 2023 (to Mr. Cumenal's benefit). This stock option award shall vest on a 3-year cliff-vesting basis.

(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 (g), (h), (i), (j) and (m) 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 over the three-year performance period.

(c)	This 2012 grant vested three business days following the date on which the Company’s audited financial results for Fiscal 2014 were publicly reported.

(d)	This 2013 grant will vest three business days following the date on which the Company’s audited financial results for Fiscal 2015 are publicly reported.

(e)	This 2014 grant will vest three business days following the date on which the Company’s audited financial results for Fiscal 2016 are publicly reported.

(f)	This 2015 grant will vest three business days following the date on which the Company’s audited financial results for Fiscal 2017 are publicly reported.

(g)	This one-time time-vesting restricted stock unit award, granted to Mr. Nicoletti in connection with his recruitment to the Company, will vest on March 19, 2017.

(h)	This one-time time-vesting restricted stock unit award will vest three business days following the date on which the Company's audited financial results for Fiscal 2016 are publicly reported.

(i)	This value has been computed at 25% of maximum based on Company EPS and ROA performance in Fiscal 2012, Fiscal 2013 and Fiscal 2014. The resulting value was computed on the basis of the stock closing price of $86.64 on January 31, 2015.

(j)	This value has been computed at 61.4% of maximum based upon Company EPS and ROA performance in Fiscal 2013 and Fiscal 2014 and projections for Fiscal 2015. The resulting value was computed on the basis of the stock closing price of $86.64 on January 31, 2015.

(k)	This value has been computed at 37.1% of maximum based upon Company EPS and ROA performance in Fiscal 2014 and projections for Fiscal 2015 and Fiscal 2016. The resulting value was computed on the basis of the stock closing price of $86.64 on January 31, 2015.

(l)	This value has been computed on the assumption that the EPS target will be met and on the assumption that the ROA target will have been achieved at 100.0%. The resulting value was computed on the basis of the stock closing price of $86.64 on January 31, 2015.

(m)	The value was computed on the basis of the Company's stock closing price of $86.64 on January 31, 2015.

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(a)	Weighted-average holding period for options exercised: 6.4 years.

(b)	Weighted-average holding period for options exercised: 3.7 years.

(c)	Weighted-average holding period for options exercised: 5.8 years.

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

(b)

Mr. Kowalski and Mr. Fernandez have each been credited with 6.4 and 6.3 years of service respectively for periods of employment prior to October 15, 1984 with the corporation that was, immediately before that date, Tiffany’s parent corporation. Under the Supplemental Plan, the combined benefit available under the retirement plans and Social Security is 60% of average final compensation for a participant with 25 or more years of service (see "Features of the Pension Retirement Plans - Supplemental Plan" below). Because Messrs. Kowalski and Fernandez attained 25 years of service with Tiffany as of October 14, 2009, the total retirement benefit available to each will not increase as a result of the credited 6.4 or 6.3 years of service described above. Rather, the effect of this credited service has been to augment the present value each of these officers' accumulated benefit under the Pension Plan and Excess Plan only as follows, resulting in a reduced obligation under the Supplemental Plan:

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(c)

Mr. Kowalski is currently eligible for early retirement under each of the Pension, Excess and Supplemental Plans. See "Features of the Pension Retirement Plans - Early Retirement and Extra Service Credit" below. He is eligible for early retirement because he has reached age 55 and has accumulated at least 10 years of credited service. The normal retirement age under each of the plans is 65. However those eligible for early retirement may retire with a reduced benefit. For retirement at age 55, the reduction in benefit would be 40%, as compared to the benefit at age 65. The benefit reduction for early retirement is computed as follows:

•	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.

(d)	Executive officers hired prior to January 1, 2006 are eligible for participation in the Pension Plan, Excess Plan, and Supplemental Plan. Messrs. Cumenal and Nicoletti and Ms. Beraud accordingly do not participate in these plans.

(e)

Mr. Fernandez retired from the Company effective August 1, 2014, at age 59. The present value of his benefits under the Pension Plan, Excess Plan, and Supplemental Plan, reported in this table, reflect Mr. Fernandez's accrued benefit at his termination date of July 31, 2014, his election for commencement of reduced benefits prior to the Normal Retirement Age of 65, and his election to receive retirement benefits as a 100% annuity over the lives of himself and his spouse. See Note (c) above for a discussion of early retirement benefits under the plans.

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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);

•	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;

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•	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 by Tiffany 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, while employed by Tiffany, age 65, or age 55 if he or she has provided 10 years of service (benefits will vest earlier on a termination from employment following a change in control - see "Potential Payments on Termination or Change in Control - Explanation of Potential Payments on Termination following a Change in Control - Definition of a Change in Control" at PS-93);

•	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.

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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-66.

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

(c)	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 but not to the extent that such amounts represent earnings. See Note (b) above.

(d)

Under the terms of the Executive Deferral Plan, in March 2014, and as noted under "Registrant Contributions in Last Fiscal Year" in the table above Mr. Cumenal received an Excess DCRB Contribution of $20,332 for Fiscal 2013. As of January 31, 2015, Mr. Cumenal was vested in 40% of the Excess DCRB Contributions credited to him under the Executive Deferral Plan, based on his years of service. See "Excess DCRB Feature of the Executive Deferral Plan" below.

•	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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•	Deferred compensation is invested by the trustee in various mutual funds as directed by Tiffany, which follows the directions of participants;

•	The value in the participant’s account (and Tiffany’s responsibility for payment) is measured by the return on the investments 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 Tiffany’s 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. Cumenal and Ms. Beraud are the only named executive officers to whom the Company is committed to pay severance benefits in the event of involuntary termination, without cause, in the absence of a Change in Control. For a summary of these arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards" at PS-73.

(b)	The terms applicable to the one-time awards of time-vesting restricted stock units, made to Mr. Cumenal on September 19, 2013 (12,419), with respect to his promotion to President, and to Mr. Nicoletti on March 19, 2014 (16,166), with respect to his joining the Company, provide for acceleration of 100% outstanding shares in the event of an involuntary termination without cause.

(c)	Absent a Change in Control followed by termination of employment, the Supplemental Plan will vest only when the participant attains the in-service age of 55 years with 10 years of service, or in-service age of 65 years.

(d)	For the executive officers other than Mr. Cumenal, 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. Mr. Cumenal’s cash severance payment is comprised of the sum of (i) actual salary multiplied by two, and (ii) $1,254,031, pursuant to the terms of his employment agreement.

(e)	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.

(f)

The value of early vesting of stock options granted in January 2012, 2013 and 2014 was determined using $86.64, the closing value of the Company’s common stock on January 31, 2015. In the event of a Change in Control that is not a Terminating Transaction (as defined below), the unvested portion of such options will vest only upon the executive’s involuntary termination from employment. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. This column also assumes a 100% early vesting of the special promotion-related stock option grant awarded to Mr. Cumenal in September 2013 (36,523).

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(g)

The value of early vesting of restricted stock units granted in 2012, 2013 and 2014 was determined using $86.64, the closing value of the Company’s common stock on January 31, 2015. In the event of a Change in Control that is not a Terminating Transaction, only a portion of unvested performance-based restricted stock units will vest, pursuant to 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 100% early vesting of performance-based restricted stock units granted in January 2012; 70% early vesting of performance-based restricted stock units granted in January 2013; and 55% early vesting of performance-based restricted stock units granted in January 2014. This column also assumes a 100% early vesting of the special time-vesting restricted stock grants awarded to Mr. Cumenal on September 19, 2013 (12,419) and to Mr. Nicoletti on March 19, 2014 (16,166).

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

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

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(i)	If a Change in Control occurs before the start of the three-year performance period (for the January 2014 grant, that would mean anytime before February 1, 2014), 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 the performance-based restricted stock units 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 (but for the ROA target, which will be disregarded under such circumstances) will be pro-rated for the cumulative two-year period (66.67%).

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•	Any person or group of persons acting in concert (a "person" being an individual or organization) acquires 35% or more in voting power or stock of the Company, or the right to obtain such voting power;

•	A majority of the Board is, for any reason, not made up of individuals who were either on the Board on January 15, 2009, or, if they became members of the Board after that date, were approved by the directors;

•	As a result of a corporate transaction such as a merger, the shareholders of Tiffany immediately prior to such transaction do not own more than 50% of Tiffany’s outstanding shares; or

•	All or substantially all assets of the Company or Tiffany are sold or disposed of to an unrelated party.

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(a)	Includes amounts deferred under the Executive Deferral Plan.

(b)

Amounts shown represent the grant-date fair value for stock options granted for Fiscal 2014. 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 the fiscal year ended January 31, 2015. See Note N. "Stock Compensation Plans," in Notes to Consolidated Financial Statements, under Item 8. Financial Statements and Supplementary Data.

(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, consistent with those used in preparing the Company's financial statements: RP2014 Male/Female Mortality Table with White Collar Adjustments and generational projections using the Scale MP-2014; a change in discount rate from 4.75% to 3.75%; and assumed retirement age

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(a)	Shares indicated do not include 1,222,206 shares issuable under awards of stock units already made.

(b)

Shares indicated are the aggregate of those available for grant under the Company’s 2014 Employee Incentive Plan (the "Employee Plan") and the Company’s 2008 Directors Equity Plan (the "Directors Plan"). All plans provide for the issuance of options and stock awards. However, under the Directors plan, the maximum number of shares that may be issued (1,000,000) is subject to reduction by 1.58 shares for each share that is delivered on vesting of a stock award. Column C reflects this reduction assuming that all shares granted as stock awards will vest.

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a.	Expenses associated with the redemption of $400,000,000 in aggregate principal amount of certain senior notes prior to their scheduled maturities. See "Item 8. Financial Statements and Supplementary Data - Note G - Debt" in our Annual Report on Form 10-K, filed with the SEC on March 20, 2015 for further information.

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b.	Amounts associated with the award issued in arbitration between the Swatch Group Ltd. and the Company. See "Item 8. Financial Statements and Supplementary Data - Note J - Commitments and Contingencies" in our Annual Report on Form 10-K, filed with the SEC on March 20, 2015 for further information.

c.	Expenses associated with specific cost-reduction initiatives which included severance related to staffing reductions and subleasing of certain office space for which only a portion of the Company's future rent obligations will be recovered.

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