TIFFANY & CO (Form: 10-K, Received: 03/28/2013 11:02:42)

Large Accelerated filer

Accelerated filer

Non-Accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file no. 1-9494

LOGO

(Exact name of registrant as specified in its charter)


Delaware		13-3228013
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

727 Fifth Avenue, New York, New York		10022
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (212)755-8000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock, $.01 par value per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of July 31, 2012, the aggregate market value of the registrant’s voting and non-voting stock held by non-affiliates of the registrant was approximately $6,820,050,025 using the closing sales price on this day of $54.93. See Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of March 19, 2013, the registrant had outstanding 127,117,333 shares of its common stock, $.01 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE.

The following documents are incorporated by reference into this Annual Report on Form 10-K: Registrant’s Proxy Statement Dated April 5, 2013 (Part III).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including documents incorporated herein by reference, contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning the Registrant’s goals, plans and projections with respect to store openings, sales, retail prices, gross margin, expenses, effective tax rate, net earnings and net earnings per share, inventories, capital expenditures, cash flow and liquidity. In addition, management makes other forward-looking statements from time to time concerning objectives and expectations. One can identify these forward-looking statements by the fact that they use words such as “believes,” “intends,” “plans” and “expects” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on management’s current plans and involve inherent risks, uncertainties and assumptions that could cause actual outcomes to differ materially from current goals, plans and projections. The Registrant has included important factors in the cautionary statements included in this Annual Report, particularly under “Item 1A. Risk Factors,” that the Registrant believes could cause actual results to differ materially from any forward-looking statement.

Although the Registrant believes it has been prudent in its plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date this Annual Report on Form 10-K was first filed with the Securities and Exchange Commission. The Registrant undertakes no obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changes in expectations or otherwise.

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PART I

Item 1.

Business.

GENERAL HISTORY OF BUSINESS

The Registrant (also referred to as Tiffany & Co.) is a holding company that operates through its subsidiary companies (the “Company”). The Registrant’s principal subsidiary is Tiffany and Company (“Tiffany”). Charles Lewis Tiffany founded Tiffany’s business in 1837. He incorporated Tiffany in New York in 1868. The Registrant acquired Tiffany in 1984 and completed the initial public offering of the Registrant’s Common Stock in 1987. The Registrant, through its subsidiaries, sells jewelry and other items that it manufactures or has made by others to its specifications.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Registrant’s segment information for the fiscal years ended January 31, 2013, 2012 and 2011 is reported in “Item 8. Financial Statements and Supplementary Data – Note Q. Segment Information.”

NARRATIVE DESCRIPTION OF BUSINESS

All references to years relate to fiscal years that end on January 31 of the following calendar year.

MAINTENANCE OF THE TIFFANY & CO. BRAND

The TIFFANY & CO. brand (the “Brand”) is the single most important asset of Tiffany and, indirectly, of the Registrant. The strength of the Brand goes beyond trademark rights (see “TRADEMARKS” below) and is derived from consumer perceptions of the Brand. Management monitors the strength of the Brand through focus groups and survey research.

Management believes that consumers associate the Brand with high-quality gemstone jewelry, particularly diamond jewelry; excellent customer service; an elegant store and online environment; upscale store locations; “classic” product positioning; distinctive and high-quality packaging materials (most significantly, the TIFFANY & CO. blue box); and sophisticated style and romance. Tiffany’s business plan includes expenses to maintain the strength of the Brand, such as the following:

•

Maintaining its position within the high-end of the jewelry market requires Tiffany to invest significantly in diamond and gemstone inventory and to accept reduced overall gross margins; it also causes some consumers to view Tiffany as beyond their price range;

•

To provide excellent service, stores must be well staffed with knowledgeable professionals;

•

Elegant stores in the best “high street” and luxury mall locations are more expensive and difficult to secure and maintain, but reinforce the Brand’s luxury connotations through association with other luxury brands;

•

In-store display practices enable Tiffany to showcase fine jewelry in a manner consistent with the Brand’s positioning but require sufficient space;

•

The classic positioning of much of Tiffany’s product line supports the Brand, but limits the display space that can be allocated to new product introductions;

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•

Tiffany’s packaging supports consumer expectations with respect to the Brand but is expensive; and

•

A significant amount of advertising is required to both reinforce the Brand’s association with luxury, sophistication, style and romance, as well as to market specific products.

All of the foregoing require that management make tradeoffs between business initiatives that might generate incremental sales and profits and Brand maintenance objectives. This is a dynamic process. To the extent that management deems that product, advertising or distribution initiatives will unduly and negatively affect the strength of the Brand, such initiatives have been and will be curtailed or modified appropriately. At the same time, Brand maintenance suppositions are regularly questioned by management to determine if the tradeoff between sales and profit is truly worth the positive effect on the Brand. At times, management has determined, and will in the future determine, that the strength of the Brand warranted, or that it will permit, more aggressive and profitable distribution and marketing initiatives.

REPORTABLE SEGMENTS

Americas

In 2012, sales in the Americas were 48% of worldwide net sales, while sales in the U.S. represented 89% of net sales in the Americas.

Retail Sales. Retail sales in the Americas are transacted in 115 Company-operated TIFFANY & CO. stores in (number of stores at January 31, 2013 included in parentheses): the U.S. (91), Canada (11), Mexico (9) and Brazil (4). Included within these totals are 11 Company-operated stores located within various department stores in Canada and Mexico.

Internet and Catalog Sales . Tiffany and its subsidiaries distribute a selection of their products in the U.S. and Canada through the websites at www.tiffany.com and www.tiffany.ca . To a lesser extent, sales are also generated through catalogs that Tiffany distributes to its proprietary list of customers in the U.S. and Canada and to mailing lists rented from third parties.

Business-to-Business Sales. Business sales executives call on business clients, selling products drawn from the retail product line and items specially developed for the business market, including trophies and items designed for the particular customer. Most sales occur in the U.S. Price allowances are given to business account holders for certain purchases. Business customers have typically made purchases for gift giving, employee service and achievement recognition awards, customer incentives and other purposes. Products and services are marketed through a sales organization, through advertising in newspapers and business periodicals, and through the publication of special catalogs. Business account holders may also make purchases through the Company’s website at www.tiffany.com/business .

Wholesale Distribution . Selected TIFFANY & CO. merchandise is sold to independent distributors for resale in markets in the Central/South American and Caribbean regions. Such sales represent less than 1% of worldwide net sales.

Asia-Pacific

In 2012, sales in Asia-Pacific represented 21% of worldwide net sales.

Retail Sales. Retail sales in Asia-Pacific are transacted in 66 Company-operated TIFFANY & CO.

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stores in (number of stores at January 31, 2013 included in parentheses): China (22), Korea (14), Hong Kong (8), Taiwan (7), Australia (6), Singapore (5), Macau (2) and Malaysia (2). Included within these totals are 23 Company-operated stores located within various department stores.

Internet Sales. The Company offers a selection of TIFFANY & CO. merchandise for purchase in Australia through its website at www.tiffany.com.au .

Wholesale Distribution . Selected TIFFANY & CO. merchandise is sold to independent distributors for resale in Asia-Pacific markets. Such sales represent less than 1% of worldwide net sales.

Japan

In 2012, sales in Japan represented 17% of worldwide net sales.

Retail Sales. The Registrant does business in Japan through its wholly-owned subsidiary, Tiffany & Co. Japan, Inc. (“Tiffany-Japan”), in 55 stores. Included within this total are 51 Tiffany-Japan-operated stores located within Japanese department stores, representing 82% of Tiffany-Japan’s net sales. There are four large department store groups in Japan. Tiffany-Japan operates TIFFANY & CO. stores in locations controlled by these groups as follows (number of locations at January 31, 2013 included in parentheses): Isetan Mitsukoshi (14), J. Front Retailing Co. (Daimaru and Matsuzakaya department stores) (10), Takashimaya (9) and Millennium Retailing Co. (Sogo and Seibu department stores) (4). Tiffany-Japan also operates 14 stores in department stores controlled by other Japanese companies.

Internet Sales. The Company offers a selection of TIFFANY & CO. merchandise for purchase in Japan through its website at www.tiffany.co.jp .

Business-to-Business Sales. Products drawn from the retail product line and items specially developed are sold to business customers.

Wholesale Distribution . Selected TIFFANY & CO. merchandise is sold to independent distributors for resale in Japan. Such sales represent less than 1% of worldwide net sales.

Europe

In 2012, sales in Europe represented 11% of worldwide net sales, while sales in the United Kingdom represented slightly less than half of European net sales.

Retail Sales. Retail sales in Europe are transacted in 34 Company-operated TIFFANY & CO. stores in (number of stores at January 31, 2013 included in parentheses): the United Kingdom (10), Germany (6), Italy (5), France (4), Spain (2), Switzerland (2), Austria (1), Belgium (1), the Czech Republic (1), Ireland (1), and the Netherlands (1). Included within these totals are seven Company-operated stores located within various department stores.

Internet Sales. The Company offers a selection of TIFFANY & CO. merchandise for purchase in the United Kingdom, Austria, Belgium, France, Germany, Ireland, Italy, the Netherlands and Spain through its websites which are accessible through www.tiffany.com .

Wholesale Distribution . Selected TIFFANY & CO. merchandise is sold to independent distributors for resale in Europe. Such sales represent less than 1% of worldwide net sales.

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Other

Other consists of all non-reportable segments.

Retail Sales. Since July 2012, retail sales have been transacted in five TIFFANY & CO. stores in the United Arab Emirates (“U.A.E.”). See “Item 8. Financial Statements and Supplementary Data – Note C. Acquisition” for additional information.

Wholesale Distribution. Selected TIFFANY & CO. merchandise is sold to independent distributors for resale in certain emerging markets primarily in the Middle East and Russia (“Emerging Markets”). Such sales represent less than 1% of worldwide net sales.

Wholesale Sales of Diamonds. The Company regularly purchases parcels of rough diamonds for its polishing and further processing. Some rough diamonds so purchased, and a small percentage of diamonds so polished, are found not to be suitable for Tiffany jewelry; those diamonds are sold to third parties. The Company’s objective from such sales is to recoup its original costs, thereby earning minimal, if any, gross margin on those transactions.

Licensing Agreements. The Company receives earnings from licensing agreements with Luxottica Group for the distribution of TIFFANY & CO. brand eyewear and with The Swatch Group Ltd. (the “Swatch Group”) for TIFFANY & CO. brand watches. The earnings received from licensing agreements represented less than 1% of worldwide net sales in 2012, 2011 and 2010. See “Item 3. Legal Proceedings” for additional information concerning the Swatch Group.

Expansion of Operations

Management regularly evaluates potential markets for new TIFFANY & CO. stores with a view to the demographics of the area to be served, consumer demand and the proximity of other luxury brands and existing TIFFANY & CO. locations. Management recognizes that over-saturation of any market could diminish the distinctive appeal of the Brand, but believes that there are a significant number of opportunities remaining in new and existing markets that will meet the requirements for a TIFFANY & CO. location in the future.

The following chart details the number of TIFFANY & CO. retail locations operated by the Registrant’s subsidiary companies since 2002:


	Americas
Year:	U.S.		Canada & Latin America		Asia- Pacific		Japan		Europe		Other		Total
2002		47		5		20		48		11		—		131
2003		51		7		22		50		11		—		141
2004		55		7		24		53		12		—		151
2005		59		7		25		50		13		—		154
2006		64		9		28		52		14		—		167
2007		70		10		34		53		17		—		184
2008		76		10		39		57		24		—		206
2009		79		12		45		57		27		—		220
2010		84		12		52		56		29		—		233
2011		87		15		58		55		32		—		247
2012		91		24		66		55		34		5		275

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As part of its long-term strategy to open additional stores, management plans to add 14 (net) Company-operated stores in 2013 (opening 5 in the Americas, 7 in Asia-Pacific and 3 in Europe while closing one in Japan).

As noted above, the Company currently operates e-commerce enabled websites in 13 countries. Sales transacted on those websites accounted for 6% of worldwide net sales in 2012, 2011 and 2010. The Company periodically invests in enhancing these websites and intends to expand its e-commerce sites to additional countries in the future.

Products

The Company’s principal product category is jewelry, which represented 90%, 91% and 91% of worldwide net sales in 2012, 2011 and 2010. Tiffany offers an extensive selection of TIFFANY & CO. brand jewelry at a wide range of prices. Designs are developed by employees, suppliers, independent designers and independent “named” designers (see “MATERIAL DESIGNER LICENSE” below).

The Company also sells timepieces, leather goods, sterling silver goods (other than jewelry), china, crystal, stationery, fragrances and accessories, which represented, in total, 8% of worldwide net sales in 2012, 2011 and 2010. The remaining 1%—2% of worldwide net sales were attributable to wholesale sales of diamonds and earnings received from third-party licensing agreements.

Sales by Reportable Segment of TIFFANY & CO. Jewelry by Category


2012	% of total Americas Sales			% of total Asia-Pacific Sales			% of total Japan Sales			% of total Europe Sales			% of total Reportable Segment Sales
Statement, fine & solitaire jewelry ^a		19	%		23	%		14	%		15	%		19	%
Engagement jewelry & wedding bands ^b		23	%		36	%		42	%		26	%		29	%
Silver, gold & RUBEDO ^® metal jewelry ^c		33	%		28	%		15	%		44	%		30	%
Designer jewelry ^d		14	%		11	%		21	%		11	%		14	%

2011
Statement, fine & solitaire jewelry ^a		18	%		24	%		13	%		15	%		18	%
Engagement jewelry & wedding bands ^b		23	%		37	%		41	%		24	%		29	%
Silver & gold jewelry ^c		33	%		28	%		16	%		46	%		30	%
Designer jewelry ^d		14	%		9	%		22	%		11	%		14	%

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2010	% of total Americas Sales			% of total Asia-Pacific Sales			% of total Japan Sales			% of total Europe Sales			% of total Reportable Segment Sales
Statement, fine & solitaire jewelry ^a		17	%		24	%		13	%		15	%		17	%
Engagement jewelry & wedding bands ^b		21	%		35	%		42	%		25	%		28	%
Silver & gold jewelry ^c		36	%		28	%		17	%		45	%		32	%
Designer jewelry ^d		15	%		10	%		20	%		12	%		14	%

This category includes statement, fine and solitaire jewelry (other than engagement jewelry). Most items in this category contain diamonds, other gemstones or both. Most jewelry in this category is constructed of platinum, although gold was used as the primary metal in approximately 9% of sales. The average price of merchandise sold in 2012, 2011 and 2010 in this category was approximately $5,500, $5,400 and $4,400 for total reportable segments.

This category includes diamond engagement rings and wedding bands marketed to brides and grooms. Most sales in this category are of items containing diamonds. Most jewelry in this category is constructed of platinum, although gold was used as the primary metal in approximately 6% of sales. The average price of merchandise sold in 2012, 2011 and 2010 in this category was approximately $3,800, $3,800 and $3,400 for total reportable segments.

This category generally consists of non-gemstone, sterling silver (approximately 70% of the category in 2012), gold or RUBEDO ^® metal (beginning in 2012) jewelry, although small gemstones are used as accents in some pieces. RUBEDO ^® metal is an alloy composed of copper, gold and silver which was developed by the Company. This category does not include jewelry that bears a designer’s name. The average price of merchandise sold in 2012, 2011 and 2010 in this category was approximately $260, $250 and $220 for total reportable segments. d) This category generally consists of platinum, gold and sterling silver jewelry (approximately 40% of the category in 2012), some of which contains diamonds, other gemstones or a combination of both. This category includes only items that bear the name of and are attributed to one of the Company’s “named” designers: Elsa Peretti, Paloma Picasso and Frank Gehry (refer to “MATERIAL DESIGNER LICENSE” below). The average price of merchandise sold in 2012, 2011 and 2010 in this category was approximately $490, $470 and $410 for total reportable segments.

Certain reclassifications within the jewelry categories have been made to the prior years’ amounts to conform to the current year category presentation.

ADVERTISING, MARKETING, PUBLIC AND MEDIA RELATIONS

The Company regularly advertises, primarily in newspapers and magazines, and increasingly through digital media. Public and media relations activities are also significant to the Company’s business. The Company engages in a program of media activities and marketing events to maintain consumer awareness of the Brand and TIFFANY & CO. products, as well as publishes its well-known Blue Book to showcase its high-end jewelry. In 2012, 2011 and 2010, the Company spent $242,524,000, $234,050,000 and $197,597,000, representing 6.4% of worldwide net sales in all three years, on advertising, marketing, public and media relations, which include costs for media, production, catalogs, Internet, visual merchandising (in-store and window displays), events and other related items.

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In addition, management believes that the Brand is enhanced by a program of charity sponsorships, grants and merchandise donations. The Company also makes donations to The Tiffany & Co. Foundation, a private foundation organized to support 501(c)(3) charitable organizations. The efforts of this Foundation are concentrated in environmental conservation, urban parks and support for the decorative arts.

TRADEMARKS

The designations TIFFANY ^® and TIFFANY & CO. ^® are the principal trademarks of Tiffany, and also serve as tradenames. Through its subsidiaries, the Company has obtained and is the proprietor of trademark registrations for TIFFANY and TIFFANY & CO., as well as the TIFFANY BLUE BOX ^® and the color TIFFANY BLUE ^® for a variety of product categories in the U.S. and in other countries.

Tiffany maintains a program to protect its trademarks and institutes legal action where necessary to prevent others either from registering or using marks which are considered to create a likelihood of confusion with the Company or its products.

Tiffany has been generally successful in such actions and management considers that the Company’s worldwide trademark rights in TIFFANY and TIFFANY & CO. are strong. However, use of the designation TIFFANY by third parties on unrelated goods or services, frequently transient in nature, may not come to the attention of Tiffany or may not rise to a level of concern warranting legal action.

Tiffany actively pursues those who produce or sell counterfeit TIFFANY & CO. goods through civil action and cooperation with criminal law enforcement agencies. However, counterfeit TIFFANY & CO. goods remain available in many markets because it is not possible or cost-effective to eradicate the problem. The cost of enforcement is expected to continue to rise. In recent years, there has been an increase in the availability of counterfeit goods, predominantly silver jewelry, in various markets by street vendors and small retailers and on the Internet. Tiffany has responded to Internet counterfeiting by engaging investigators and counsel to monitor the Internet and taking various actions to stop infringing activity, including sending cease and desist letters, initiating civil proceedings and participating in joint actions and anti-counterfeiting programs with other like-minded third party rights holders.

Despite the general fame of the TIFFANY and TIFFANY & CO. name and mark for the Company’s products and services, Tiffany is not the sole person entitled to use the name TIFFANY in every category of use in every country of the world; for example, third parties have registered the name TIFFANY in the U.S. in the food services category, and in a number of foreign countries in respect of certain product categories (including, in a few countries, the categories of food, cosmetics, jewelry, clothing and tobacco products) under circumstances where Tiffany’s rights were not sufficiently clear under local law, and/or where management concluded that Tiffany’s foreseeable business interests did not warrant the expense of legal action.

MATERIAL DESIGNER LICENSE

Since 1974, Tiffany has been the sole licensee for the intellectual property rights necessary to make and sell jewelry and other products designed by Elsa Peretti and bearing her trademarks. The designs of Ms. Peretti accounted for 10% of the Company’s worldwide net sales in 2012, 2011 and 2010.

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In December 2012, Tiffany entered into an Amended and Restated Agreement (the “Agreement”) with Ms. Peretti. Pursuant to the Agreement, which largely reflects the long-standing rights and marketing and royalty obligations of the parties, Ms. Peretti granted Tiffany an exclusive license, in all of the countries in which Peretti-designed jewelry and products are currently sold, to make, have made, advertise and sell these items. Ms. Peretti continued to retain ownership of the copyrights for her designs and her trademarks and remains entitled to exercise approval and consultation rights with respect to important aspects of the promotion, display, manufacture and merchandising of the products made in accordance with her designs. Under and in accordance with the terms set forth in the Agreement, Tiffany is required to display the licensed products in stores, to devote a portion of its advertising budget to the promotion of the licensed products, to pay royalties to Ms. Peretti for the licensed products sold, to increase the inventory of non-jewelry licensed products (such as tabletop products) to approximately $8,000,000 and to take certain actions to protect the use and registration of Ms. Peretti’s copyrights and trademarks.

The Agreement has a term of 20 years and is binding upon Ms. Peretti, her heirs, estate, trustees and permitted assignees. During the term of the Agreement, Ms. Peretti may not sell, lease or otherwise dispose of her copyrights and trademarks unless the acquiring party expressly agrees with Tiffany to be bound by the provisions of the Agreement. The Agreement is terminable by Ms. Peretti only in the event of a material breach by Tiffany (subject to a cure period) or upon a change of control of Tiffany or the Company. It is terminable by Tiffany only in the event of a material breach by Ms. Peretti or following an attempt by Ms. Peretti to revoke the exclusive license (subject, in each case, to a cure period).

MERCHANDISE PURCHASING, MANUFACTURING AND RAW MATERIALS

Tiffany produces jewelry in New York, Rhode Island and Kentucky, and silver hollowware in New Jersey. Other subsidiaries of the Company process, cut and polish diamonds at facilities outside the U.S. In total, those manufacturing facilities produce approximately 60% of Tiffany merchandise sold. The balance, including almost all non-jewelry items, is purchased from third parties. The Company may increase the percentage of internally-manufactured jewelry in the future, but it is not expected that Tiffany will ever manufacture all of its needs. Factors considered by management in its decision to use third party manufacturers include product quality, gross margin, access to or mastery of various jewelry-making skills and technology, support for alternative capacity and the cost of capital investments.

Rough and Polished Diamonds . Of the world’s largest diamond producing countries, the vast majority of diamonds purchased by Tiffany originate from Australia, Botswana, Canada, Namibia, Russia, Sierra Leone and South Africa. The Company has established diamond processing operations that purchase, sort, cut and/or polish rough diamonds for use by Tiffany. The Company has such operations in Belgium, Botswana, Mauritius, Namibia, South Africa and Vietnam. Operations in Botswana, Namibia and South Africa are conducted through companies in which third parties own minority interests. In Namibia and South Africa, a single third party owns a minority interest while in Botswana, two third parties own minority interests. Tiffany maintains a relationship and has an arrangement with these third parties in each of those countries, although the Company may choose to supplement its current operations with alternative mine operators from time to time. The Company’s operations in Botswana, Namibia and South Africa allow it to access rough diamond allocations reserved for local manufacturers.

In order to acquire rough diamonds, the Company must purchase mixed assortments of rough diamonds. It is thus necessary to purchase some rough diamonds that cannot be cut and polished to meet Tiffany’s quality standards and that must be sold to third parties; such sales are reported

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in the Other non-reportable segment. To make such sales, the Company charges a market price and is, therefore, unable to earn a significant profit, if any, above its original cost. Sales of rough diamonds in the Other non-reportable segment have had and will continue to have the effect of reducing the Company’s overall gross margins.

The Company will, from time to time, secure supplies of rough diamonds by agreeing to purchase a defined portion of a mine’s output at the market price prevailing at the time of production. Management anticipates that it will purchase approximately $200,000,000 of rough diamonds in 2013 under such agreements. The Company will also purchase rough diamonds from other suppliers, although it has no contractual obligations to do so. In certain instances, the Company has provided loans to, or made equity investments in, mining projects in order to secure diamond supplies. The Company may continue to do so.

In recent years, approximately 50%—60% (by dollar value) of the polished diamonds used in jewelry have been produced from rough diamonds that the Company has purchased. The balance of Tiffany’s needs for polished diamonds have been purchased from polishers or polished diamond dealers. It is the Company’s intention to continue to supply the majority of Tiffany’s needs for diamonds by purchasing and polishing rough diamonds.

The Company purchases polished diamonds principally from five key vendors. The Company generally enters into purchase orders for fixed quantities with its polished diamond vendors. These relationships may be terminated at any time by either party; but such a termination would not discharge either party’s obligations under unfulfilled purchase orders accepted prior to the termination. However, were trade relations between the Company and one or more of these vendors to be disrupted, the Company’s sales could be adversely affected in the short term until alternative supply arrangements could be established.

Products containing one or more diamonds of varying sizes, including diamonds used as accents, side-stones and center-stones, accounted for approximately 55%, 55% and 52% of Tiffany’s worldwide net sales in 2012, 2011 and 2010. Products containing one or more diamonds of one carat or larger accounted for 13%, 14% and 12% of worldwide net sales in each of those years.

Conflict Diamonds. Media attention has been drawn to the issue of “conflict” or “blood” diamonds. These terms are used to refer to diamonds extracted from war-torn geographic regions and sold by rebel forces to fund insurrection. Allegations have also been made that trading in such diamonds supports terrorist activities. Management believes that it is not possible in most purchasing scenarios to distinguish conflict diamonds from diamonds produced in other regions once they have been polished. Therefore, concerned participants in the diamond trade, including Tiffany and nongovernment organizations, such as the Responsible Jewellery Council of which Tiffany is a member, seek to exclude such diamonds, which represent a small fraction of the world’s supply, from legitimate trade through an international system of certification and legislation known as the Kimberley Process Certification Scheme. All rough diamonds the Company buys must be accompanied by a Kimberley Process certificate when exported from the producing country and all subsequent trades of rough and polished diamonds must conform to a system of warranties that references the aforesaid scheme. It is not expected that such efforts will substantially affect the supply of diamonds. Concerns over human rights abuses in Zimbabwe underscore that the aforementioned system does not control diamonds produced in state-sanctioned mines under poor working conditions. Tiffany has informed its vendors that the Company does not intend to purchase Zimbabwean-produced diamonds.

The Diamond Trading Company (“ DTC”). The supply and price of rough and polished diamonds in the principal world markets have been and continue to be influenced by the DTC, an affiliate of the

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De Beers Group. Over the past decade, the DTC’s historical ability to control worldwide production has been significantly diminished due to its lower share of worldwide production, changing policies in diamond-producing countries and revised contractual arrangements with third-party mine operators. As such, although the market share of the DTC has diminished, the DTC continues to supply a meaningful portion of the world market for rough, gem-quality diamonds.

The DTC continues to exert influence on the demand for polished diamonds through the requirements it imposes on those (“sightholders”) who purchase rough diamonds from the DTC. Some, but not all, of Tiffany’s suppliers are DTC sightholders and it is estimated that a significant portion of the diamonds that Tiffany has purchased have had their source with the DTC. The Company is a DTC sightholder for rough diamonds through its operations in Belgium and joint ventures (see Rough and Polished Diamonds above).

Worldwide Availability and Price of Diamonds . The availability and price of diamonds are dependent on a number of factors, including global consumer demand, the political situation in diamond-producing countries, the opening of new mines, the continuance of the prevailing supply and marketing arrangements for rough diamonds and levels of industry liquidity. In recent years, there has been substantial volatility in the prices of both rough and polished diamonds. Prices for rough diamonds do not necessarily reflect current demand for polished diamonds.

Sustained interruption in the supply of diamonds, an overabundance of supply or a substantial change in the marketing arrangements described above could adversely affect Tiffany and the retail jewelry industry as a whole. Changes in the marketing and advertising spending of the DTC and its direct purchasers could affect consumer demand for diamonds.

The Company purchases conflict-free rough and polished fine white diamonds, in the color ranges D through I. Management does not foresee a shortage of diamonds in this color range in the short term but believes that rising demand will eventually create such a shortage, and lead to higher prices, unless new mines are developed.

Manufactured Diamonds. Manufactured diamonds are produced in small but growing quantities. Although significant questions remain as to the ability of producers to produce manufactured diamonds economically within a full range of sizes and natural diamond colors, and as to consumer acceptance of manufactured diamonds, manufactured diamonds may someday become a larger factor in the market. Should manufactured diamonds be offered in significant quantities, the supply of and price for natural diamonds may be affected. Tiffany does not intend to sell manufactured diamonds.

Purchases of Other Polished Gemstones and Precious Metals . Other polished gemstones and precious metals used in making Tiffany’s jewelry are purchased from a variety of sources. Most purchases are from suppliers with which Tiffany enjoys long-standing relationships.

Tiffany generally enters into purchase orders for fixed quantities with other polished gemstone and precious metals vendors. These relationships may be terminated at any time by either party; such termination would not discharge either party’s obligations under unfulfilled purchase orders accepted prior to the termination.

Tiffany purchases precious metals for use in its internal manufacturing operations and for use by third party manufacturers contracted to supply Tiffany merchandise. While Tiffany may supply precious metals to a manufacturer, Tiffany cannot determine, in all circumstances, whether the finished goods provided by such manufacturer were actually produced with Tiffany-supplied

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precious metals. Additionally, not all precious metals used by third-party vendors or in Tiffany’s own manufacturing operations are sourced from a single mine or refinery.

In recent years, there has been substantial volatility in the prices of precious metals.

Tiffany believes that there are numerous alternative sources for other polished gemstones and precious metals and that the loss of any single supplier would not have a material adverse effect on its operations.

Finished Jewelry . Finished jewelry is purchased from approximately 60 manufacturers, most of which have long-standing relationships with Tiffany. However, Tiffany does not enter into long-term supply arrangements with its finished goods vendors. Tiffany does enter into written blanket purchase order agreements with nearly all of its finished goods vendors. These relationships may be terminated at any time by either party; such termination would not discharge either party’s obligations under unfulfilled purchase orders accepted prior to termination. The blanket purchase order agreements establish non-price terms by which Tiffany may purchase and by which vendors may sell finished goods to Tiffany. These terms include payment terms, shipping procedures, product quality requirements, merchandise specifications and vendor social responsibility requirements. Tiffany actively seeks alternative sources for its top-selling jewelry items to mitigate any potential disruptions in supply. However, due to the craftsmanship involved in a small number of designs, Tiffany may have difficulty finding readily available alternative suppliers for those jewelry designs in the short term.

Watches . Prior to 2007, the Company arranged for the production of TIFFANY & CO. brand watches with various third party Swiss component manufacturers and assemblers. In 2007, the Company entered into a 20-year license and distribution agreement with the Swatch Group for the manufacture and distribution of TIFFANY & CO. brand watches. (See “Item 3. Legal Proceedings” for additional information regarding the current arbitration proceeding between both parties.) Under the agreement, the Swatch Group incorporated a new watchmaking company in Switzerland for the design, engineering, manufacturing, marketing, distribution and service of TIFFANY & CO. brand watches. This watchmaking company is wholly-owned and controlled by the Swatch Group but is authorized by Tiffany to use certain trademarks owned by Tiffany and operate under the TIFFANY & CO. name as Tiffany Watch Co., Ltd. Under the agreement, Tiffany and its affiliated companies may only purchase TIFFANY & CO. brand watches from the Swatch Group. The distribution of TIFFANY & CO. watches is made through the Company’s stores, the Swatch Group distribution network via the Swatch Group’s affiliates, the Swatch Group’s retail facilities and third-party distributors. This arrangement resulted in royalty revenue to the Company from the Swatch Group that has not been significant in any year. TIFFANY & CO. brand watches sold in the Company’s stores constituted 1% of worldwide net sales in 2012, 2011 and 2010.

COMPETITION

The global jewelry industry is competitively fragmented. The Company encounters significant competition in all product lines. Some competitors specialize in just one area in which the Company is active. Many competitors have established worldwide, national or local reputations for style, quality, expertise and customer service similar to the Company and compete on the basis of that reputation. Other jewelers and retailers compete primarily through advertised price promotion. The Company competes on the basis of the Brand’s reputation for high-quality products, customer service and distinctive merchandise and does not engage in price promotional advertising. Competition for engagement jewelry sales is particularly and increasingly intense. The Company’s retail price for diamond jewelry reflects the rarity of the stones it offers and the rigid parameters it exercises with respect to the cut, clarity and other diamond quality factors which increase the

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beauty of the diamonds, but which also increase the Company’s cost. The Company competes in this market by stressing quality.

SEASONALITY

As a jeweler and specialty retailer, the Company’s business is seasonal in nature, with the fourth quarter typically representing at least one-third of annual net sales and a higher percentage of annual net earnings. Management expects such seasonality to continue.

EMPLOYEES

As of January 31, 2013, the Company employed an aggregate of approximately 9,900 full-time and part-time persons. Of those employees, approximately 5,100 are employed in the United States.

AVAILABLE INFORMATION

The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended. The public may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Tiffany & Co. and other companies that file materials with the SEC electronically. Copies of the Company’s annual reports on Form 10-K, Forms 10-Q and Forms 8-K, may be obtained, free of charge, on the Company’s website at http://investor.tiffany.com/financials.cfm .

Item 1A.

Risk Factors.

As is the case for any retailer, the Registrant’s success in achieving its objectives and expectations is dependent upon general economic conditions, competitive conditions and consumer attitudes. However, certain factors are specific to the Registrant and/or the markets in which it operates. The following “risk factors” are specific to the Registrant; these risk factors affect the likelihood that the Registrant will achieve the financial objectives and expectations communicated by management:

(i) Challenging global economic conditions and related low levels of consumer confidence over a prolonged period of time could adversely affect the Registrant’s sales.

As a retailer of goods which are discretionary purchases, the Registrant’s sales results are particularly sensitive to changes in economic conditions and consumer confidence. Consumer confidence is affected by general business conditions; changes in the market value of securities and real estate; inflation; interest rates and the availability of consumer credit; tax rates; and expectations of future economic conditions and employment prospects.

Consumer spending for discretionary goods generally declines during times of falling consumer confidence, which negatively affects the Registrant’s earnings because of its cost base and inventory investment.

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Many of the Registrant’s competitors may react to any declines in consumer confidence by reducing retail prices and promoting such reductions; such reductions and/or inventory liquidations can have a short-term adverse effect on the Registrant’s sales, especially given the Registrant’s policy of not engaging in price promotional activity.

The Registrant has invested in and operates a significant number of stores in the greater China region and anticipates significant further expansion. Should the Chinese economy continue to experience an economic slowdown, the sales and profitability of stores in the greater China region as well as stores in other markets that serve Chinese tourists could be further affected.

Uncertainty surrounding the current global economic environment makes it more difficult for the Registrant to forecast operating results. The Registrant’s forecasts employ the use of estimates and assumptions. Actual results could differ from forecasts, and those differences could be material.

(ii) Sales may decline or remain flat in the Registrant’s fourth fiscal quarter, which includes the Holiday selling season.

The Registrant’s business is seasonal in nature, with the fourth quarter typically representing at least one-third of annual net sales and a higher percentage of annual net earnings. Poor sales results during the Registrant’s fourth quarter would have a material adverse effect on the Registrant’s sales and profits and would result in higher inventories.

(iii) The Registrant conducts significant operations outside the United States, and the risks of doing business internationally could increase its costs, reduce its profits or disrupt its business.

The Registrant generates a majority of its worldwide net sales outside the United States. In addition, it has foreign manufacturing operations, maintains investments in, and provides loans to, foreign business and relies to an extent on foreign third party vendors and suppliers. As a result, the Registrant is subject to the risks of doing business outside the United States, including:

•

the laws, regulations and policies of foreign governments relating to investments, loans and operations, the costs or desirability of complying with local practices and customs and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;

•

potential negative consequences from changes in taxation policies or currency restructurings;

•

import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements;

•

economic instability in foreign countries;

•

the difficulty of managing an organization doing business in many jurisdictions;

•

uncertainties as to enforcement of certain contract and other rights;

•

the potential for rapid and unexpected changes in government, economic and political policies, political or civil unrest, acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation; and

•

inventory risk exposures related to providing raw materials to foreign vendors.

While these factors and the effect of these factors are difficult to predict, any one or more of them could lower the Registrant’s revenues, increase its costs, reduce its profits or disrupt its business.

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(iv) Regional instability and conflict could disrupt tourist travel and local consumer spending.

Unsettled regional and global conflicts or crises such as military actions, terrorist activities, natural disasters, government regulations or other conditions creating disruptions or disincentives to, or changes in the pattern, practice or frequency of tourist travel to the various regions and local consumer spending where the Registrant operates retail stores could adversely affect the Registrant’s sales and profits.

(v) Weakening foreign currencies may negatively affect the Registrant’s sales and profitability.

The Registrant operates retail stores in various countries outside of the U.S. and, as a result, is exposed to market risk from fluctuations in foreign currency exchange rates. In 2012, sales in countries outside of the U.S. in aggregate represented more than half of the Registrant’s net sales and earnings from operations, of which Japan represented 17% of the Registrant’s net sales and 29% of the Registrant’s earnings from operations. In order to maintain its worldwide relative pricing structure, a substantial weakening of foreign currencies against the U.S. dollar would require the Registrant to raise its retail prices or reduce its profit margins in various locations outside of the U.S. Consumers in those markets may not accept significant price increases on the Registrant’s goods; thus, there is a risk that a substantial weakening of foreign currencies would result in reduced sales and profitability.

The results of the operations of the Registrant’s international subsidiaries are exposed to foreign exchange rate fluctuations as the financial results of the applicable subsidiaries are translated from the local currency into U.S. dollars during the process of financial statement consolidation. If the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions would decrease consolidated net sales and profitability.

In addition, a weakening in foreign currency exchange rates may create disincentives to, or changes in the pattern, practice or frequency of tourist travel to the various regions where the Registrant operates retail stores which could adversely affect the Registrant’s net sales and profitability.

(vi) Volatile global economic conditions may have a material adverse effect on the Registrant’s liquidity and capital resources.

The global economy and the credit and equity markets have undergone significant disruption in recent years. Any prolonged economic weakness could have an adverse effect on the Registrant’s cost of borrowing, could diminish its ability to service or maintain existing financing and could make it more difficult for the Registrant to obtain additional financing or to refinance existing long-term obligations. In addition, any significant deterioration in the stock market could negatively affect the valuation of pension plan assets and result in increased minimum funding requirements.

(vii) Changes in the Registrant’s product or geographic sales mix could affect the Registrant’s profitability.

The Registrant sells an extensive selection of jewelry and other merchandise at a wide range of retail price points that yield different gross profit margins. Additionally, the Registrant’s geographical regions achieve different operating profit margins due to a variety of factors including product mix, store size and occupancy costs, labor costs, retail pricing and fixed versus variable expenses. If the Registrant’s sales were to shift toward products or geographic regions that are significantly different than the Registrant’s plans, it could have an effect, either positively or negatively, on the Registrant’s expected profitability.

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(viii) Changes in costs of diamonds and precious metals or reduced supply availability may adversely affect the Registrant’s ability to produce and sell products at desired profit margins.

Most of the Registrant’s jewelry and non-jewelry offerings are made with diamonds, gemstones and/or precious metals. Acquiring diamonds is difficult because of limited supply and Tiffany may not be able to maintain a comprehensive selection of diamonds in each retail location due to the broad assortment of sizes, colors, clarity grades and cuts demanded by customers. A significant change in the costs or supply of these commodities could adversely affect the Registrant’s business, which is vulnerable to the risks inherent in the trade for such commodities. A substantial increase or decrease in the cost or supply of raw materials and/or high-quality rough and polished diamonds within the quality grades, colors and sizes that customers demand could affect, negatively or positively, customer demand, sales and gross profit margins.

If trade relationships between the Registrant and one or more of its significant vendors were disrupted, the Registrant’s sales could be adversely affected in the short-term until alternative supply arrangements could be established.

(ix) The Registrant may be unable to lease sufficient space for its retail stores in prime locations.

The Registrant, positioned as a luxury goods retailer, has established its retail presence in choice store locations. If the Registrant cannot secure and retain locations on suitable terms in prime and desired luxury shopping locations, its expansion plans, sales and profits will be jeopardized. In Japan, many of the retail locations are within department stores. TIFFANY & CO. stores located in department stores in Japan represented 82% of net sales in Japan and 13% of worldwide net sales in 2012. In recent years, the Japanese department store industry has, in general, suffered declining sales and there is a risk that such financial difficulties will force further consolidations or store closings. Should one or more Japanese department store operators elect or be required to close one or more stores now housing a TIFFANY & CO. store, the Registrant’s sales and profits would be reduced while alternative premises were being obtained. The Registrant’s commercial relationships with department stores in Japan, and their abilities to continue as leading department store operators, have been and will continue to be substantial factors affecting the Registrant’s business in Japan.

(x) The value of the TIFFANY & CO. trademark could decline due to the sale of counterfeit merchandise by infringers.

The TIFFANY & CO. trademark is an asset which is essential to the competitiveness and success of the Registrant’s business and the Registrant takes appropriate action to protect it. Tiffany actively pursues those who produce or sell counterfeit TIFFANY & CO. goods through civil action and cooperation with criminal law enforcement agencies. However, the Registrant’s enforcement actions have not stopped the imitation and counterfeit of the Registrant’s merchandise or the infringement of the trademark, and counterfeit TIFFANY & CO. goods remain available in many markets. In recent years, there has been an increase in the availability of counterfeit goods, predominantly silver jewelry, in various markets by street vendors and small retailers, as well as on the Internet. The continued sale of counterfeit merchandise could have an adverse effect on the TIFFANY & CO. brand by undermining Tiffany’s reputation for quality goods and making such goods appear less desirable to consumers of luxury goods. Damage to the Brand would result in lost sales and profits.

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(xi) The Registrant’s business is dependent upon the distinctive appeal of the TIFFANY & CO. brand.

The TIFFANY & CO. brand’s association with quality, luxury and exclusivity is integral to the success of the Registrant’s business. The Registrant’s expansion plans for retail and direct selling operations and merchandise development, production and management support the Brand’s appeal. Consequently, poor maintenance, promotion and positioning of the TIFFANY & CO. brand, as well as market over-saturation, may adversely affect the business by diminishing the distinctive appeal of the TIFFANY & CO. brand and tarnishing its image. This would result in lower sales and profits.

In addition, adverse publicity regarding TIFFANY & CO. products or in respect of Tiffany’s third party vendors or the diamond or jewelry industry, and any media coverage resulting there from, may harm the TIFFANY & CO. brand and reputation, cause a loss of consumer confidence in the TIFFANY & CO. brand and the industry, and negatively effect the Registrant’s results of operations. The considerable expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated by such incidents.

(xii) If diamond mining and exploration companies, to which the Registrant or its subsidiaries have provided financing, were to experience financial difficulties, those funds might not be recovered, which would reduce the Registrant’s profits and could result in the Registrant losing access to the mine’s output.

The Registrant and its subsidiaries may, from time to time, provide financing to diamond mining and exploration companies in order to obtain rights to purchase mining output. As of January 31, 2013, the carrying amount of receivables was $66,963,000 under these arrangements. Mining operations are inherently risky, and there is no assurance that the diamond mining and exploration companies under these arrangements will be able to meet their obligations to the Registrant. If a diamond mining or exploration company defaults under these financings, the Registrant would be required to take a period charge in respect of all or a portion of the financing, which would affect the Registrant’s profits. Additionally, the Registrant could lose access to the mine’s output under the related supply agreements. The Registrant has experienced such situations in the past.

(xiii) A significant privacy breach of the Registrant’s information systems could affect its business.

The protection of customer, employee and company data is important to the Registrant. The Registrant’s customers expect that their personal information will be adequately protected. In addition, the regulatory environment surrounding information security and privacy is becoming increasingly demanding, with evolving requirements in the various jurisdictions in which the Registrant’s subsidiaries do business. A significant breach of customer, employee or company data could damage the Registrant’s reputation, brand and relationship with customers and could result in lost sales, fines and lawsuits.

(xiv) The loss, or a prolonged disruption in the operation, of the Registrant’s centralized distribution centers could adversely affect its business and operations.

The Registrant maintains two separate distribution centers in close proximity to one another in New Jersey. Both are dedicated to warehousing merchandise, store replenishment and processing direct-to-customer orders. Although the Registrant believes that it has appropriate contingency plans, unforeseen disruptions impacting one or both locations for a prolonged period of time may result in delays in the delivery of merchandise to stores or in fulfilling customer orders.

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Item 1B.

Unresolved Staff Comments.

NONE

Item 2.

Properties.

The Registrant leases its various store premises (other than the New York Flagship store) under arrangements that generally range from 3 to 10 years. The following table provides information on the number of locations and square footage of Company-operated TIFFANY & CO. stores as of January 31, 2013:


	Total Stores		Total Gross Retail Square Footage		Gross Retail Square Footage Range		Average Gross Retail Square Footage
Americas:
New York Flagship		1		45,500		45,500		45,500
Other stores		114		647,400		500 – 17,600		5,700
Asia-Pacific		66		169,000		700 – 12,800		2,600
Japan:
Tokyo Ginza		1		12,000		12,000		12,000
Other stores		54		132,600		900 – 7,500		2,500
Europe:
London Old Bond Street		1		22,400		22,400		22,400
Other stores		33		94,800		600 – 7,100		2,900
Other		5		7,100		400 – 3,600		1,400

Total		275		1,130,800		400 – 45,500		4,100

In the Americas, Tiffany’s U.S. stores over the years have evolved toward smaller-sized formats, as a result of more effective use of space, visual merchandising and inventory replenishment. Most new stores opened in the past three years have ranged from 3,000 – 4,000 gross square feet, and management currently expects that new U.S. stores to be opened in 2013 and beyond will likely be in that approximate size range. In addition, management currently does not anticipate any meaningful change in future store sizes or formats for locations outside the U.S. The Company is also renovating stores to provide updated aesthetics, as well as to optimize store layouts and increase the percentage of selling space.

NEW YORK FLAGSHIP STORE

The Company owns the building housing the New York Flagship store at 727 Fifth Avenue, which was designed to be a retail store for Tiffany and is well located for this function. Currently, approximately 45,500 gross square feet of this 124,000 square foot building are devoted to retail sales, with the balance devoted to administrative offices, certain product services, jewelry manufacturing and storage. Tiffany’s New York Flagship store is the focal point for marketing and public relations efforts. Retail sales in the New York Flagship store represented 8% of worldwide net sales in 2012, 2011 and 2010.

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RETAIL SERVICE CENTER

The Company’s Retail Service Center (“RSC”), located in Parsippany, New Jersey, comprises approximately 370,000 square feet. Approximately half of the building is devoted to office and computer operations and half to warehousing, shipping, receiving, light manufacturing, merchandise processing and other distribution functions. The RSC receives merchandise and replenishes retail stores. Tiffany has a 20-year lease which expires in 2025 and has two 10-year renewal options.

CUSTOMER FULFILLMENT CENTER

The Company owns the Customer Fulfillment Center (“CFC”) in Whippany, New Jersey and leases the land on which the facility resides. The CFC is approximately 266,000 square feet and is primarily used for warehousing merchandise and processing direct-to-customer orders. The lease expires in 2032 and the Company has the right to renew the lease for an additional 20-year term.

MANUFACTURING FACILITIES

Tiffany owns and operates jewelry manufacturing facilities in Cumberland, Rhode Island, Mount Vernon, New York and Lexington, Kentucky and leases a jewelry manufacturing facility in Pelham, New York. That lease expires in 2023. The owned and leased facilities total approximately 195,000 square feet.

The Company leases facilities in Belgium, South Africa and Mauritius and owns the facilities in Botswana, Namibia and Vietnam (although the land in Namibia and Vietnam is leased) that sort, cut and/or polish rough diamonds for use by Tiffany. These facilities total approximately 190,000 square feet and the lease expiration dates range from 2013 to 2051.

Item 3.

Legal Proceedings.

On June 24, 2011, The Swatch Group Ltd. (“Swatch”) and its wholly-owned subsidiary Tiffany Watch Co. (“Watch Company”; Swatch and Watch Company, together, the “Swatch Parties”), initiated an arbitration proceeding against the Registrant and its wholly-owned subsidiaries Tiffany and Company and Tiffany (NJ) Inc. (the Registrant and such subsidiaries, together, the “Tiffany Parties”) seeking damages for alleged breach of agreements entered into by and among the Swatch Parties and the Tiffany Parties that came into effect in December 2007 (the “Agreements”). The Agreements pertain to the development and commercialization of a watch business and, among other things, contained various licensing and governance provisions and approval requirements relating to business, marketing and branding plans and provisions allocating profits relating to sales of the watch business between the Swatch Parties and the Tiffany Parties.

All claims and counterclaims between and among the Swatch Parties and the Tiffany Parties under the Agreements will be determined through a confidential arbitration (the “Arbitration”). The Arbitration is pending before a three-member arbitral panel (the “Panel”) convened pursuant to the Arbitration Rules of the Netherlands Arbitration Institute in the Netherlands.

On September 12, 2011, the Swatch Parties publicly issued a Notice of Termination purporting to terminate the Agreements due to alleged material breach by the Tiffany Parties.

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On December 23, 2011, the Swatch Parties filed a Statement of Claim in the Arbitration providing additional detail with regard to the allegations by the Swatch Parties and setting forth their damage claims. In general terms, the Swatch Parties allege that the Tiffany Parties have breached the Agreements by obstructing and delaying development of Watch Company’s business and otherwise failing to proceed in good faith. The Swatch Parties seek damages based on alternate theories ranging from CHF 73,000,000 (or approximately $80,000,000 at January 31, 2013) (based on its alleged wasted investment) to CHF 3,800,000,000 (or approximately $4,100,000,000 at January 31, 2013) (calculated based on alleged future lost profits of the Swatch Parties and their affiliates over the entire term of the Agreements).

The Registrant believes that the claims of the Swatch Parties are without merit and has defended vigorously and (together with the other Tiffany Parties) filed a Statement of Defense and Counterclaim on March 9, 2012. As detailed in the filing, the Tiffany Parties disputed both the merits of the Swatch Parties’ claims and the calculation of the alleged damages. The Tiffany Parties also asserted counterclaims for damages attributable to breach by the Swatch Parties and for termination due to such breach. In general terms, the Tiffany Parties allege that the Swatch Parties did not have grounds for termination, failed to meet the high standard for proving material breach set forth in the Agreements and failed to provide appropriate management, distribution, marketing and other resources for TIFFANY & CO. brand watches and to honor their contractual obligations to the Tiffany Parties regarding brand management. The Tiffany Parties’ counterclaims seek damages based on alternate theories ranging from CHF 120,000,000 (or approximately $132,000,000 at January 31, 2013) (based on its wasted investment) to approximately CHF 540,000,000 (or approximately $593,000,000 at January 31, 2013) (calculated based on future lost profits of the Tiffany Parties).

The arbitration hearing was held in October 2012. At the hearing, witnesses were examined and the Panel ordered additional briefs and submissions to complete the record. The record was completed in mid-February 2013, and the Panel will issue its decision at an undetermined future date. It is possible that the Panel will find neither the Swatch Parties nor the Tiffany Parties to be in material breach of their respective obligations under the Agreements; should that be the conclusion of the Panel, both sides have asked the Panel to determine that the Agreements be deemed terminated as of October 1, 2013.

Management has not included any accrual in the consolidated financial statements for the year ended January 31, 2013 related to the Arbitration as a result of its assessment that an award of damages to the Swatch Parties in the Arbitration is not probable. If the Swatch Parties’ claims were accepted on their merits, the damages award cannot be reasonably estimated at this time but could have a material adverse effect on the Registrant’s consolidated financial statements or liquidity.

If, as requested by both parties, the Arbitration tribunal determines that the Agreements should be terminated, the Tiffany Parties will need to make new arrangements to manufacture TIFFANY & CO. brand watches. Moreover, if the Company determines that it wishes to distribute such watches through third party retailers, it will have to make arrangements to do so because the Swatch Parties will no longer be responsible for such distribution. Royalties payable to the Tiffany Parties by Watch Company under the Agreements have not been significant in any year. Watches manufactured by Watch Company and sold in TIFFANY & CO. stores constituted 1% of worldwide net sales in 2012, 2011 and 2010.

In addition, the Registrant and Tiffany are from time to time involved in routine litigation incidental to the conduct of Tiffany’s business, including proceedings to protect its trademark rights, litigation with parties claiming infringement of patents and other intellectual property rights by

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Tiffany, litigation instituted by persons alleged to have been injured upon premises under the Registrant’s control and litigation with present and former employees and customers. Although litigation with present and former employees is routine and incidental to the conduct of Tiffany’s business, as well as for any business employing significant numbers of employees, such litigation can result in large monetary awards when a civil jury is allowed to determine compensatory and/or punitive damages for actions claiming discrimination on the basis of age, gender, race, religion, disability or other legally-protected characteristic or for termination of employment that is wrongful or in violation of implied contracts. However, the Registrant believes that litigation currently pending to which it or Tiffany is a party or to which its properties are subject will be resolved without any material adverse effect on the Registrant’s financial position, earnings or cash flows.

Item 4.

Mine Safety Disclosures.

Not Applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Registrant’s Common Stock is traded on the New York Stock Exchange. In consolidated trading, the high and low selling prices per share for shares of such Common Stock for 2012 were:


	High		Low
First Quarter	$	74.20	$	63.29
Second Quarter	$	69.41	$	49.72
Third Quarter	$	65.92	$	52.76
Fourth Quarter	$	66.78	$	55.83

On March 19, 2013, the high and low selling prices quoted on such exchange were $69.03 and $67.99. On March 19, 2013, there were 16,533 holders of record of the Registrant’s Common Stock.

In consolidated trading, the high and low selling prices per share for shares of such Common Stock for 2011 were:


	High		Low
First Quarter	$	69.72	$	54.58
Second Quarter	$	84.49	$	66.48
Third Quarter	$	80.99	$	56.21
Fourth Quarter	$	79.00	$	58.61

It is the Registrant’s policy to pay a quarterly dividend on the Registrant’s Common Stock, subject to declaration by the Registrant’s Board of Directors. In 2011, a dividend of $0.25 per share of Common Stock was paid on April 11, 2011. On May 19, 2011, the Registrant announced a 16% increase in its regular quarterly dividend rate to a new rate of $0.29 per share of Common Stock which was paid on July 11, 2011, October 11, 2011 and January 10, 2012.

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In 2012, a dividend of $0.29 per share of Common Stock was paid on April 10, 2012. On May 17, 2012, the Registrant announced a 10% increase in its regular quarterly dividend rate to a new rate of $0.32 per share of Common Stock which was paid on July 10, 2012, October 10, 2012 and January 10, 2013.

In calculating the aggregate market value of the voting stock held by non-affiliates of the Registrant shown on the cover page of this Annual Report on Form 10-K, 2,478,695 shares of the Registrant’s Common Stock beneficially owned by the executive officers and directors of the Registrant (exclusive of shares which may be acquired on exercise of employee stock options) were excluded, on the assumption that certain of those persons could be considered “affiliates” under the provisions of Rule 405 promulgated under the Securities Act of 1933.

The following table contains the Company’s purchases of equity securities in the fourth quarter of 2012:


Issuer Purchases of Equity Securities
Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
November 1, 2012 to November 30, 2012		—	$	—		—	$	163,794,000
December 1, 2012 to December 31, 2012		—	$	—		—	$	163,794,000
January 1, 2013 to January 31, 2013		—	$	—		—	$	163,794,000
TOTAL		—	$	—		—	$	163,794,000

In January 2011, the Company’s Board of Directors approved a new stock repurchase program (“2011 Program”) and terminated the previously existing program. The 2011 Program authorizes the Company to repurchase up to $400,000,000 of its Common Stock through open market or private transactions. In January 2013, the Board of Directors extended the expiration date of the 2011 Program to January 31, 2014.

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Item 6.

Selected Financial Data.

The following table sets forth selected financial data, certain of which have been derived from the Company’s consolidated financial statements for fiscal years 2008-2012, which ended on January 31 of the following calendar year:


(in thousands, except per share amounts, percentages, ratios, stores and employees)	2012			2011			2010			2009			2008
EARNINGS DATA
Net sales	$	3,794,249		$	3,642,937		$	3,085,290		$	2,709,704		$	2,848,859
Gross profit		2,163,284			2,151,154			1,822,278			1,530,219			1,646,442
Selling, general & administrative expenses		1,466,067			1,442,728			1,227,497			1,089,727			1,153,944
Net earnings from continuing operations		416,157			439,190			368,403			265,676			232,155
Net earnings		416,157			439,190			368,403			264,823			220,022
Net earnings from continuing operations per diluted share		3.25			3.40			2.87			2.12			1.84
Net earnings per diluted share		3.25			3.40			2.87			2.11			1.74
Weighted-average number of diluted common shares		127,934			129,083			128,406			125,383			126,410
BALANCE SHEET AND CASH FLOW DATA
Total assets	$	4,630,850		$	4,158,992		$	3,735,669		$	3,488,360		$	3,102,283
Cash and cash equivalents		504,838			433,954			681,591			785,702			160,445
Inventories, net		2,234,334			2,073,212			1,625,302			1,427,855			1,601,236
Short-term borrowings and long-term debt (including current portion)		959,272			712,147			688,240			754,049			708,804
Stockholders’ equity		2,611,318			2,348,905			2,177,475			1,883,239			1,588,371
Working capital		2,564,997			2,262,998			2,204,632			1,845,393			1,446,812
Cash flows from operating activities		328,290			210,606			298,925			687,199			142,270
Capital expenditures		219,530			239,443			127,002			75,403			154,409
Stockholders’ equity per share		20.57			18.54			17.15			14.91			12.83
Cash dividends paid per share		1.25			1.12			0.95			0.68			0.66
RATIO ANALYSIS AND OTHER DATA
As a percentage of net sales:
Gross profit		57.0	%		59.0	%		59.1	%		56.5	%		57.8	%
Selling, general & administrative expenses		38.6	%		39.6	%		39.8	%		40.2	%		40.5	%
Net earnings from continuing operations		11.0	%		12.1	%		11.9	%		9.8	%		8.1	%
Net earnings		11.0	%		12.1	%		11.9	%		9.8	%		7.7	%
Capital expenditures		5.8	%		6.6	%		4.1	%		2.8	%		5.4	%
Return on average assets		9.5	%		11.1	%		10.2	%		8.0	%		7.2	%
Return on average stockholders’ equity		16.8	%		19.4	%		18.1	%		15.3	%		13.3	%
Total debt-to-equity ratio		36.7	%		30.3	%		31.6	%		40.0	%		44.6	%
Dividends as a percentage of net earnings		38.1	%		32.5	%		32.7	%		31.9	%		37.4	%
Company-operated TIFFANY & CO. stores		275			247			233			220			206
Number of employees		9,900			9,800			9,200			8,400			9,000

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NOTES TO SELECTED FINANCIAL DATA

Financial information for 2011 includes $42,719,000 of net pre-tax expense ($25,994,000 net after-tax expense, or $0.20 per diluted share after tax) associated with the relocation of Tiffany’s New York headquarters staff to a single location. This expense is primarily related to the fair value of the remaining non-cancelable lease obligations reduced by the estimated sublease rental income as well as the acceleration of the useful lives of certain property and equipment, incremental rent during the transition period and lease termination payments.

Financial information for 2010 includes the following amounts, totaling $17,635,000 of net pre-tax expense ($7,672,000 net after-tax expense, or $0.06 per diluted share after tax):

•

$17,635,000 pre-tax expense associated with the relocation of Tiffany’s New York headquarters staff to a single location. This expense is primarily related to the acceleration of the useful lives of certain property and equipment and incremental rent during the transition period; and

•

$3,096,000 net income tax benefit primarily due to a change in the tax status of certain subsidiaries associated with the acquisition in 2009 of additional equity interests in diamond sourcing and polishing operations.

Financial information for 2009 includes the following amounts, totaling $442,000 of net pre-tax income ($10,456,000 net after-tax income, or $0.08 per diluted share after tax):

•

$4,000,000 pre-tax expense related to the termination of a third-party management agreement;

•

$4,442,000 pre-tax income in connection with the assignment to an unrelated third party of the Tahera Diamond Corporation note receivable previously impaired in 2007; and

•

$11,220,000 income tax benefit associated with the settlement of certain tax audits and the expiration of statutory periods.

Financial information for 2008 includes the following amounts, totaling $121,143,000 of net pre-tax expense ($74,241,000 net after-tax expense, or $0.59 per diluted share after tax):

•

$97,839,000 pre-tax expense related to staffing reductions;

•

$12,373,000 pre-tax impairment charge related to an investment in a mining and exploration company operating in Sierra Leone;

•

$7,549,000 pre-tax charge due to the closing of IRIDESSE stores, included within discontinued operations; and

•

$3,382,000 pre-tax charge for the closing of a diamond polishing facility in Yellowknife, Northwest Territories.

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes. All references to years relate to fiscal years that end on January 31 of the following calendar year.

KEY STRATEGIES

The Company’s key strategies are:

•

To selectively expand its global distribution without compromising the value of the TIFFANY & CO. trademark (the “Brand”).

Management employs a multi-channel distribution strategy and intends to expand distribution by adding stores in both new and existing markets, and by launching e-commerce websites in new markets. Management recognizes that over-saturation of any market could diminish the distinctive appeal of the Brand, but believes that there are a significant number of potential worldwide locations remaining that meet the requirements of the Brand.

•

To enhance customer awareness.

The Brand is the single most important asset of the Company. Management will continue to invest in marketing and public relations programs designed to increase new and existing customer awareness of the Brand and its message, and will continue to monitor the strength of the Brand through market research.

•

To increase store productivity.

The Company is committed to growing sales per square foot by increasing consumer traffic, and the percentage of store visitors who make a purchase, through targeted advertising, ongoing sales training and customer-focused initiatives. In addition, in recent years, the Company has opened smaller size stores in the United States which are more comparable to many non-U.S. stores and which have contributed to higher store productivity.

•

To achieve improved operating margins.

Management’s long-term objective is to improve operating margin through greater efficiencies in product sourcing, manufacturing and distribution as well as by controlling selling, general and administrative expenses and enhancing productivity through sales leverage on fixed costs so that sales growth can generate a higher rate of earnings growth.

•

To maintain an active product development program.

The Company continues to invest in product development in order to introduce new design collections and expand existing lines.

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•

To maintain substantial control over product supply through direct diamond sourcing and internal jewelry manufacturing.

The Company’s diamond processing operations purchase, sort, cut and/or polish rough diamonds for use in merchandise. The Company will continue to seek additional sources of diamonds which, combined with its internal manufacturing operations, are intended to secure adequate product supplies and favorable costs.

•

To provide superior customer service.

Maintaining the strength of the Brand requires that the Company make superior customer service a top priority, which it achieves by employing highly qualified sales and customer service professionals and enhancing ongoing training programs.

2012 SUMMARY

•

Worldwide net sales increased 4% to $3,794,249,000 due to growth in all segments. On a constant-exchange-rate basis (see “Non-GAAP Measures” below), worldwide net sales in 2012 increased 5% and comparable store sales increased 1%.

•

The Company added a net of 28 TIFFANY & CO. stores (13 in the Americas, 8 in Asia-Pacific, 2 in Europe and 5 in the United Arab Emirates (“U.A.E.”)).

•

Operating margin decreased 1.0 percentage point. Excluding charges (primarily within selling, general and administrative expenses) of $42,719,000 in 2011 associated with Tiffany’s relocation of its New York headquarters staff to a single location, operating margin decreased 2.2 percentage points in 2012 due to a decline in gross margin.

•

Net earnings decreased 5% to $416,157,000, or $3.25 per diluted share. Excluding nonrecurring charges (see “Non-GAAP Measures” below), net earnings declined 11%.

•

In May 2012, the Board of Directors approved a 10% increase in the quarterly dividend rate on the Company’s Common Stock increasing the annual dividend rate to $1.28 per share.

•

Free cash flow (see “Non-GAAP Measures” below) improved to an inflow of $108,760,000 in 2012, as compared to an outflow of $28,837,000 in 2011, primarily due to a decelerating rate of inventory growth.

•

In July 2012, the Company issued $250,000,000 of 4.40% Senior Notes. Additionally, the Company increased the commitments under each of the Company’s three-year and five-year credit facilities from $200,000,000 to $275,000,000 resulting in a total borrowing capacity of $550,000,000 under the Company’s two principal credit facilities.

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RESULTS OF OPERATIONS

Non-GAAP Measures

The Company reports information in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Company’s management does not, nor does it suggest that investors should, consider non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate the Company’s operating results.

Net Sales. The Company’s reported sales reflect either a translation-related benefit from strengthening foreign currencies or a detriment from a strengthening U.S. dollar. Internally, management monitors its sales performance on a non-GAAP basis that eliminates the positive or negative effects that result from translating sales made outside the U.S. into U.S. dollars (“constant-exchange-rate basis”). Management believes this constant-exchange-rate basis provides a more representative assessment of sales performance and provides better comparability between reporting periods. The following table reconciles sales percentage increases (decreases) from the GAAP to the non-GAAP basis versus the previous year:


	2012									2011
	GAAP Reported			Translation Effect			Constant- Exchange- Rate Basis			GAAP Reported			Translation Effect			Constant- Exchange- Rate Basis
Net Sales:
Worldwide		4	%		(1	)%		5	%		18	%		3	%		15	%
Americas		2			—			2			15			1			14
Asia-Pacific		8			—			8			36			5			31
Japan		4			(2	)		6			13			10			3
Europe		3			(4	)		7			17			5			12
Comparable Store Sales:
Worldwide		—	%		(1	)%		1	%		16	%		3	%		13	%
Americas		(2	)		—			(2	)		13			—			13
Asia-Pacific		3			1			2			31			4			27
Japan		4			(3	)		7			13			9			4
Europe		(2	)		(4	)		2			10			4			6

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Statement of Earnings. Internally, management monitors its statement of earnings excluding non-recurring items. Management believes excluding such items presents the Company’s results on a more comparable basis to the corresponding period in the prior year, thereby providing investors with an additional perspective to analyze the results of operations of the Company. The following table reconciles GAAP amounts to non-GAAP amounts:


(in thousands)	GAAP		New York Headquarters Staff Relocation (decrease)/increase			Non-GAAP
Year Ended January 31, 2012
Selling, general and administrative expenses	$	1,442,728	$	(42,506	)	$	1,400,222
Earnings from operations		708,426		42,719	^a		751,145
Net earnings		439,190		25,994			465,184

^a	On a pre-tax basis includes charges of $213,000 within cost of sales and $42,506,000 within selling, general and administrative expenses for the year ended January 31, 2012 associated with Tiffany’s consolidation of its New York headquarters staff within one location.

Free Cash Flow. Internally, management monitors its cash flow on a non-GAAP basis as the ability to generate free cash flow demonstrates how much cash a company has available for discretionary and non-discretionary items after deduction of capital expenditures. The Company’s operations require regular capital expenditures for the opening, renovation and expansion of stores and distribution and manufacturing facilities as well as ongoing investments in information technology. Management believes this provides a more representative assessment of operating cash flows. The following table reconciles GAAP net cash provided by operating activities to non-GAAP free cash flows:


	Years Ended January 31,
( in thousands)	2013		2012
Net cash provided by operating activities	$	328,290	$	210,606
Less: Capital expenditures		219,530		239,443

Free cash inflow (outflow)	$	108,760	$	(28,837	)

Comparable Store Sales

Comparable store sales include only sales transacted in Company-operated stores. A store’s sales are included in comparable store sales when the store has been open for more than 12 months. In markets other than Japan, sales for relocated stores are included in comparable store sales if the relocation occurs within the same geographical market. In Japan, sales for a new store are not included if the store was relocated from one department store to another or from a department store to a free-standing location. In all markets, the results of a store in which the square footage has been expanded or reduced remain in the comparable store base.

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Net Sales

Net sales by segment were as follows:


(in thousands)	2012		2011		2010		2012 vs. 2011 % Change			2011 vs. 2010 % Change
Americas	$	1,839,969	$	1,805,783	$	1,574,571		2	%		15	%
Asia-Pacific		810,420		748,214		549,197		8			36
Japan		639,185		616,505		546,537		4			13
Europe		432,167		421,141		360,831		3			17
Other		72,508		51,294		54,154		41			(5	)

	$	3,794,249	$	3,642,937	$	3,085,290		4	%		18	%

Americas . Americas currently includes sales in 115 TIFFANY & CO. stores in the United States, Canada and Latin America, as well as sales of TIFFANY & CO. products in certain of those markets through business-to-business, Internet, catalog and wholesale operations. Americas represented 48%, 50% and 51% of worldwide net sales in 2012, 2011 and 2010, of which the New York Flagship store represented 8% of worldwide net sales in those same periods.

In 2012, total sales in the Americas increased $34,186,000, or 2%, due to an increase in the average price per unit sold partly offset by fewer units sold. Comparable store sales decreased $32,800,000, or 2%, consisting of decreases of 3% in New York Flagship store sales and 2% in comparable branch store sales. Non-comparable store sales grew $56,362,000 and sales of TIFFANY & CO. merchandise to independent distributors increased $3,158,000. On a constant-exchange-rate basis, sales in the Americas increased 2%, and comparable store sales decreased 2%. Combined Internet and catalog sales in the Americas increased $6,946,000, or 4%, due to an increase in the average sales per order.

In 2011, total sales in the Americas increased $231,212,000, or 15%, primarily due to an increase in the average price per unit sold. Comparable store sales increased $175,179,000, or 13%, consisting of increases in both New York Flagship store sales of 20% and comparable branch store sales of 12%. Non-comparable store sales grew $47,743,000. On a constant-exchange-rate basis, sales in the Americas increased 14% and comparable store sales increased 13%. Combined Internet and catalog sales in the Americas increased $10,752,000, or 6%, due to an increase in the average sales per order.

Asia-Pacific. Asia-Pacific currently includes sales in 66 TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations. Asia-Pacific represented 21%, 21% and 18% of worldwide net sales in 2012, 2011 and 2010.

In 2012, total sales in Asia-Pacific increased $62,206,000, or 8%, primarily due to an increase in the number of units sold. Comparable store sales increased $18,374,000, or 3%, non-comparable store sales grew $32,571,000 and sales of TIFFANY & CO. merchandise to independent distributors increased $9,447,000. On a constant-exchange-rate basis, Asia-Pacific sales increased 8% and comparable store sales increased 2% due to geographically broad-based sales growth in most markets.

In 2011, total sales in Asia-Pacific increased $199,017,000, or 36%, due to similar increases in the average price per unit sold and in the number of units sold. Comparable store sales increased $162,989,000, or 31%, and non-comparable store sales increased $23,830,000. On a constant-exchange-rate basis, Asia-Pacific sales increased 31% and comparable store sales increased

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27% due to geographically broad-based sales growth in most markets, especially in the greater China region.

Japan. Japan currently includes sales in 55 TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products through business-to-business, Internet and wholesale operations. Japan represented 17%, 17% and 18% of worldwide net sales in 2012, 2011 and 2010.

In 2012, total sales in Japan increased $22,680,000, or 4%, due to an increase in the average price per unit sold partly offset by a decline in the number of units sold. Comparable store sales increased $24,263,000, or 4%. On a constant-exchange-rate basis, Japan sales increased 6% and comparable store sales increased 7%.

In 2011, total sales in Japan increased $69,968,000, or 13%, due to an increase in the average price per unit sold partly offset by a decline in the number of units sold. Comparable store sales increased $67,717,000, or 13%. On a constant-exchange-rate basis, Japan sales increased 3% and comparable store sales increased 4%.

Europe. Europe currently includes sales in 34 TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations. Europe represented 11%, 12% and 12% of worldwide net sales in 2012, 2011 and 2010. The United Kingdom (“U.K.”) represents slightly less than half of European sales.

In 2012, total sales in Europe increased $11,026,000, or 3%, due to an increase in the average price per unit sold partly offset by a decrease in the number of units sold. Comparable store sales decreased $6,929,000, or 2%, non-comparable store sales increased $15,438,000 and direct marketing sales increased $2,679,000. On a constant-exchange-rate basis, sales in Europe increased 7% and comparable store sales increased 2% reflecting growth in most of continental Europe and a modest sales decline in the U.K.

In 2011, total sales in Europe increased $60,310,000, or 17%, due to similar increases in the number of units sold and in the average price per unit sold. Comparable store sales increased $33,021,000, or 10%, and non-comparable store sales increased $20,274,000. On a constant-exchange-rate basis, sales in Europe increased 12% and comparable store sales increased 6% reflecting relatively stronger growth in Continental Europe than in the U.K.

Other. Other consists of all non-reportable segments. Other consists of wholesale sales of TIFFANY & CO. merchandise to independent distributors for resale in certain emerging markets (primarily in the Middle East and Russia) and beginning in July 2012 retail sales in five TIFFANY & CO. stores in the U.A.E. which were converted from independently-operated wholesale distribution to Company-operated stores. In addition, Other includes wholesale sales of diamonds obtained through bulk purchases that were subsequently deemed not suitable for the Company’s needs and earnings received from third-party licensing agreements.

In 2012, Other sales increased $21,214,000, or 41%, primarily due to the addition of the five stores in the U.A.E. In 2011, Other sales decreased $2,860,000, or 5%, due to lower wholesale sales of diamonds partly offset by higher sales of TIFFANY & CO. merchandise to independent distributors in emerging markets.

Product Category Information. In 2012, worldwide net sales increased $151,312,000, or 4%, primarily driven by increases of $44,811,000, or 7%, in the statement, fine & solitaire jewelry category (reflecting strong sales of yellow and fancy colored diamond jewelry); $38,534,000, or 3%, in the silver, gold & RUBEDO ^® metal jewelry category (primarily due to the introduction of the

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RUBEDO ^® metal in 2012 partly offset by a decline in silver jewelry); $34,490,000, or 3%, in the engagement jewelry & wedding bands category; and $30,179,000, or 6%, in the designer jewelry category (reflecting sales growth in jewelry designed by Elsa Peretti and Paloma Picasso).

In 2011, worldwide net sales increased $557,647,000, or 18%, primarily driven by increases of $205,433,000, or 24%, in the engagement jewelry & wedding bands category; $121,697,000, or 23%, in the statement, fine & solitaire category (reflecting strong sales of yellow diamond jewelry and statement jewelry); $122,428,000, or 12%, in the silver & gold jewelry category (reflecting strong sales of gold jewelry and modest growth in silver jewelry); and $63,776,000, or 15%, in the designer jewelry category (reflecting sales growth in jewelry designed by Elsa Peretti and Paloma Picasso). The remaining sales increase of $44,313,000, or 16%, in all other product categories was primarily driven by watches and the launch of leather goods.

Store Data . In 2012, the Company added a net of 28 stores: 13 in the Americas (6 in Canada which includes the conversion of 4 department-store locations from independently-operated wholesale distribution to Company-operated stores, 4 in the U.S., 2 in Mexico and 1 in Brazil), 8 in Asia-Pacific (6 in China, 1 in Singapore and 1 in Australia), 2 in Europe (France and the Czech Republic) and 5 stores in the U.A.E. which is included as part of the “Other” non-reportable segment.

In 2011, the Company added a net of 14 stores: 6 in the Americas (3 in the U.S., 2 in Canada and 1 in Brazil), 6 in Asia-Pacific (3 in Korea, 2 in China and 1 in Taiwan), 3 in Europe (Germany, Italy and Switzerland) and a net reduction of one in Japan.

Sales per gross square foot generated by all company-operated stores were approximately $3,000 in 2012, $3,000 in 2011 and $2,600 in 2010.

Gross Margin


	2012			2011			2010
Gross profit as a percentage of net sales		57.0	%		59.0	%		59.1	%

Gross margin (gross profit as a percentage of net sales) decreased by 2.0 percentage points in 2012 largely due to high precious metal and diamond costs, as well as sales mix favoring higher-priced, lower margin products and reduced sales leverage on fixed costs. Sales mix was affected by, among other items, a decline in sales of silver jewelry. Silver jewelry earns a higher margin than the Company’s overall gross margin.

Gross margin decreased by 0.1 percentage point in 2011 primarily due to higher product costs and changes in product mix toward higher-priced jewelry that achieves a lower gross margin partly offset by sales leverage on fixed costs.

Management periodically reviews and adjusts its retail prices when appropriate to address product cost increases, specific market conditions and longer-term changes in foreign currencies/U.S. dollar relationships. Among the market conditions that the Company addresses are consumer demand for the product category involved, which may be influenced by consumer confidence, and competitive pricing conditions. The Company uses derivative instruments to mitigate foreign exchange and precious metal price exposures (see “Item 8. Financial Statements and Supplementary Data – Note I. Hedging Instruments”). In recent years, the Company has increased retail prices to address higher product costs and its strategy is to continue that approach, when appropriate, in the future. The Company did not take retail price increases in 2011 and 2012 sufficient to offset commodity cost pressures the Company has continued to experience. The Company intends to increase prices in 2013.

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Selling, General and Administrative (“SG&A”) Expenses


	2012			2011			2010
SG&A expenses as a percentage of net sales		38.6	%		39.6	%		39.8	%

SG&A expenses increased $23,339,000, or 2%, in 2012 and $215,231,000, or 18%, in 2011. SG&A expenses in those years are not comparable due to nonrecurring charges.

SG&A expenses in 2011 and 2010 included $42,506,000 and $16,625,000 of expenses associated with Tiffany and Company’s (“Tiffany”) relocation of its New York headquarters staff to a single location (see “Item 8. Financial Statements and Supplementary Data – Note K. Commitments and Contingencies”).

Excluding the nonrecurring items noted above, SG&A expenses in 2011 and 2010 would have been $1,400,222,000 and $1,210,872,000. The increase of $65,845,000, or 5%, in 2012 was primarily due to increased store occupancy and depreciation expenses of $36,090,000 related to new and existing stores, increased marketing expenses of $8,474,000 and increased labor and benefit costs of $5,081,000. In 2012, the modest increase in labor and benefit costs reflected reduced incentive compensation. The increase of $189,350,000, or 16%, in 2011 was largely due to increased labor and benefits costs of $57,672,000, increased depreciation and store occupancy expenses of $56,657,000 due to new and existing stores and increased marketing expenses of $36,453,000. SG&A expenses as a percentage of net sales were 38.6% in 2012 and, excluding the nonrecurring items noted above, would have been 38.4% and 39.2% in 2011 and 2010.

The Company’s SG&A expenses are largely fixed in nature. The improvement in SG&A expenses excluding nonrecurring items as a percentage of net sales in 2011 reflected the leverage effect from increased sales. Variable costs (which include items such as variable store rent, sales commissions and fees paid to credit card companies) represent approximately one-fifth of total SG&A expenses.

Earnings from Operations


(in thousands)	2012			% of Sales*			2011			% of Sales*			2010			% of Sales*
Earnings (losses) from operations:
Americas	$	345,917			18.8	%	$	387,951			21.5	%	$	340,331			21.6	%
Asia-Pacific		188,510			23.3			205,711			27.5			133,448			24.3
Japan		204,510			32.0			184,767			30.0			162,800			29.8
Europe		90,955			21.0			105,728			25.1			88,309			24.5
Other		(6,254	)		(8.6	)		(5,247	)		(10.2	)		3,358			6.2

		823,638						878,910						728,246
Unallocated corporate expenses		(126,421	)		(3.3	)%		(127,765	)		(3.5	)%		(115,830	)		(3.8	)%
Other operating expense		—						(42,719	)					(17,635	)

Earnings from operations	$	697,217			18.4	%	$	708,426			19.4	%	$	594,781			19.3	%

*	Percentages represent earnings (losses) from operations as a percentage of each segment’s net sales.

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Earnings from operations decreased 2% in 2012. On a segment basis, the ratio of earnings (losses) from operations to each segment’s net sales in 2012 compared with 2011 was as follows:

•

Americas – the ratio decreased 2.7 percentage points primarily resulting from a decline in gross margin as well as increased operating expenses due to the opening of new stores; Asia-Pacific – the ratio decreased 4.2 percentage points primarily due to a decline in gross margin as well as increased operating expenses due to the opening of new stores and increased marketing;

•

Japan – the ratio increased 2.0 percentage points primarily due to the sales leveraging of operating expenses as well as an increase in gross margin;

•

Europe – the ratio decreased 4.1 percentage points primarily due to a decline in gross margin; and

•

Other – the operating loss is primarily attributable to spending for the development of the emerging markets region.

Earnings from operations increased 19% in 2011. On a segment basis, the ratio of earnings (losses) from operations to each segment’s net sales in 2011 compared with 2010 was as follows:

•

Americas – the ratio decreased 0.1 percentage point primarily due to a decline in gross margin that was offset by the leveraging of operating expenses;

•

Asia-Pacific – the ratio increased 3.2 percentage points primarily due to the leveraging of operating expenses as well as a decrease in marketing expenses resulting from a major marketing and public relations event that was held in Beijing, China in 2010;

•

Japan – the ratio increased 0.2 percentage point primarily due to an improvement in gross margin partly offset by increased operating expenses;

•

Europe – the ratio increased 0.6 percentage point primarily due to an improvement in gross margin partly offset by increased operating expenses; and

•

Other – the operating loss is primarily attributable to a valuation adjustment related to the write-down of wholesale diamond inventory deemed not suitable for the Company’s needs as well as increased spending in the latter part of 2011 for the development of the emerging markets region.

Unallocated corporate expenses include costs related to administrative support functions which the Company does not allocate to its segments. Such unallocated costs include those for centralized information technology, finance, legal and human resources departments. Unallocated corporate expenses decreased as a percentage of sales in 2012 and 2011.

Other operating expense in 2011 and 2010 represents $42,719,000 and $17,635,000 related to Tiffany’s relocation of its New York headquarters staff to a single location (see “Item 8. Financial Statements and Supplementary Data – Note K. Commitments and Contingencies”).

Interest Expense and Financing Costs

In 2012, interest expense and financing costs increased $10,495,000, or 22%, primarily due to increased interest expense related to increased debt. In 2011, interest expense and financing costs decreased $5,761,000, or 11%, due to maturing debt that was replaced with new lower-rate borrowings.

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Other Income, Net

Other income, net includes interest income, gains/losses on investment activities and foreign currency transactions. Other income, net increased $329,000 in 2012. Other income, net decreased $1,889,000 in 2011 primarily due to changes in foreign currency gains/losses.

Provision for Income Taxes

The effective income tax rate was 35.3% in 2012 compared with 34.0% in 2011 and 32.7% in 2010. The tax rate for 2011 included a valuation allowance reversal against certain deferred tax assets where management had determined it was more likely than not that the deferred tax assets would be realized in the future. The tax rate for 2010 included a net income tax benefit of $3,096,000 primarily due to a change in the tax status of certain subsidiaries associated with the acquisition in 2009 of additional equity interests in diamond sourcing and polishing operations.

2013 Outlook

Management’s outlook is based on the following assumptions, which are approximate and may or may not prove valid, and which should be read in conjunction with “Item 1A. Risk Factors” on page K-14:

•

Worldwide net sales growth of 6% – 8% in U.S. dollars. On a constant-exchange-rate basis, an expected high-single-digit percentage increase in worldwide net sales includes growth in all regions, ranging from a mid-teens percentage increase in Asia-Pacific to a low-single-digit percentage increase in Japan.

•

The opening of 14 (net) Company-operated stores including 5 in the Americas, 7 in Asia-Pacific, 3 in Europe and closing one in Japan, as well as refurbishing a number of existing locations around the world.

•

Operating earnings increasing in line with sales growth; a modest improvement in the SG&A expense ratio, due to sales leverage on fixed costs, is expected to be offset by a modestly lower gross margin largely tied to a product sales mix skewed toward higher-priced categories.

•

Interest and other expenses, net of $58,000,000.

•

An effective income tax rate of 35%.

•

Net earnings from operations increasing 6% – 9% to a range of $3.43 – $3.53 per diluted share. Net earnings from operations are expected to decline approximately 15% – 20% in the first quarter due to gross margin pressure and higher marketing-related costs, to be followed by earnings growth in all subsequent quarters. In addition, this forecast excludes $0.05 per diluted share of expected first quarter charges for staffing and occupancy adjustments.

•

An increase in net inventories of 5%, capital expenditures of $230,000,000 and free cash flow of $300,000,000.

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LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity needs have been, and are expected to remain, primarily a function of its ongoing, seasonal and expansion-related working capital requirements and capital expenditure needs. Over the long term, the Company manages its cash and capital structure to maintain a strong financial position that provides flexibility to pursue strategic initiatives. Management regularly assesses its working capital needs, capital expenditure requirements, debt service, dividend payouts, share repurchases and future investments. Management believes that cash on hand, internally-generated cash flows, the funds available under its revolving credit facilities and the ability to access the debt and capital markets are sufficient to support the Company’s liquidity and capital requirements for the foreseeable future.

As of January 31, 2013, the Company’s cash and cash equivalents totaled $504,838,000, of which approximately one-third was held in locations outside the U.S. where the Company has the intention to indefinitely reinvest any undistributed earnings to support its continued expansion and investments outside of the U.S. Such cash balances are not available to fund U.S. cash requirements unless the Company were to decide to repatriate such funds. The Company has sufficient sources of cash in the U.S. to fund its U.S. operations without the need to repatriate any of those funds held outside the U.S.

The following table summarizes cash flows from operating, investing and financing activities:


(in thousands)	2012			2011			2010
Net cash provided by (used in):
Operating activities	$	328,290		$	210,606		$	298,925
Investing activities		(331,146	)		(242,583	)		(186,612	)
Financing activities		71,446			(213,817	)		(224,799	)
Effect of exchange rates on cash and cash equivalents		2,294			(1,843	)		8,375

Net increase (decrease) in cash and cash equivalents	$	70,884		$	(247,637	)	$	(104,111	)

Operating Activities

The Company had net cash inflows from operating activities of $328,290,000 in 2012, $210,606,000 in 2011 and $298,925,000 in 2010. The increase in 2012 from 2011 primarily resulted from a decelerated rate of inventory growth offset by various other outflows. The decrease in 2011 from 2010 primarily resulted from an increase in inventories partly offset by increased net earnings and adjustments for noncash items.

Working Capital. Working capital (current assets less current liabilities) and the corresponding current ratio (current assets divided by current liabilities) were $2,564,997,000 and 5.4 at January 31, 2013, compared with $2,262,998,000 and 4.6 at January 31, 2012.

Accounts receivable, less allowances, at January 31, 2013 were 5% lower than January 31, 2012, primarily due to changes in foreign currency exchange rates. On a 12-month rolling basis, accounts receivable turnover was 21 times in 2012 and 20 times in 2011.

Inventories, net at January 31, 2013 were 8% higher than January 31, 2012 with finished goods inventories increasing 13% and combined raw material and work-in-process inventories increasing

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2%. The overall increase resulted from store openings and expanded product assortments which included a meaningful expansion of the Company’s statement jewelry assortment.

Investing Activities

The Company had net cash outflows from investing activities of $331,146,000 in 2012, $242,583,000 in 2011 and $186,612,000 in 2010. The increased outflow in 2012 was primarily due to payments of $82,664,000 to acquire intangible assets as well as a $25,000,000 payment related to an acquisition. The increased outflow in 2011 was primarily due to higher capital expenditures and notes receivable funded which was partly offset by net proceeds received from the sale of marketable securities and short-term investments.

Marketable Securities and Short-Term Investments. The Company invests a portion of its cash in marketable securities and short-term investments. The Company had net proceeds received from the sale of marketable securities and short-term investments of $4,063,000 during 2012 and $55,139,000 during 2011 and net purchases of investments in marketable securities and short-term investments of $59,610,000 during 2010.

Capital Expenditures. Capital expenditures are typically related to the opening, renovation and expansion of stores (which represents slightly more than half of capital expenditures in 2012, 2011 and 2010 excluding the relocation of Tiffany’s New York headquarters staff), distribution and manufacturing facilities and ongoing investments in information technology. Capital expenditures were $219,530,000 in 2012, $239,443,000 in 2011 and $127,002,000 in 2010, representing 6%, 7% and 4% of net sales in those respective years. The increase in 2011 was primarily due to the relocation of Tiffany’s New York headquarters staff to a single location, an increased number of store renovations and lower-than-normal spending in 2010 due to cost containment.

Notes Receivable Funded. The Company may, from time to time, extend loans to diamond mining and exploration companies in order to obtain rights to purchase the mine’s output. In 2012, the Company loaned $8,015,000 to various companies. In 2011, the Company loaned $56,605,000 to various companies of which $50,000,000 was provided to Koidu Holdings S.A. (see “Item 8. Financial Statements and Supplementary Data – Note K. Commitments and Contingencies”).

Payments to acquire intangible assets. In 2012, the Company made a $47,059,000 payment to retain an exclusive license for Peretti-designed jewelry and products. The Company also made a $35,605,000 payment to secure a prime retail location in Europe. See “Item 8. Financial Statements and Supplementary Data – Note B. Summary of Significant Accounting Policies.”

Payment for acquisition. In 2012, the Company made a $25,000,000 payment related to the acquisition of net assets associated with the five existing independently-operated TIFFANY & CO. stores located in the U.A.E. See “Item 8. Financial Statements and Supplementary Data – Note C. Acquisition.”

Financing Activities

The Company had net cash inflows from financing activities of $71,446,000 in 2012 and net cash outflows from financing activities of $213,817,000 in 2011 and $224,799,000 in 2010. Year-over-year changes in cash flows from financing activities are largely driven by share repurchase activity, borrowings and cash dividends on common stock.

Dividends. The cash dividend on the Company’s Common Stock was increased once in both 2012 and 2011 and twice in 2010. The Company’s Board of Directors declared quarterly dividends which totaled $1.25, $1.12 and $0.95 per common share in 2012, 2011 and 2010 with cash

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dividends paid of $158,594,000, $142,840,000 and $120,390,000 in those respective years. The dividend payout ratio (dividends as a percentage of net earnings) was 38%, 33% and 33% in 2012, 2011 and 2010.

Share Repurchases. In January 2008, the Company’s Board of Directors amended the existing share repurchase program to extend the expiration date of the program to January 2011 and to authorize the repurchase of up to an additional $500,000,000 of the Company’s Common Stock. In January 2011, the Company’s Board of Directors approved a new stock repurchase program (“2011 Program”) and terminated the previously existing program. The 2011 Program authorizes the Company to repurchase up to $400,000,000 of its Common Stock through open market or private transactions. The timing of repurchases and the actual number of shares to be repurchased depend on a variety of discretionary factors such as stock price, cash-flow forecasts and other market conditions. In January 2013, the Board of Directors extended the expiration of the 2011 Program to January 31, 2014 and approximately $163,794,000 remained available for share repurchases under this authorization.

The Company’s share repurchase activity was as follows:


(in thousands, except per share amounts)	2012		2011		2010
Cost of repurchases	$	54,107	$	174,118	$	80,786
Shares repurchased and retired		813		2,629		1,843
Average cost per share	$	66.54	$	66.23	$	43.83

The Company suspended share repurchases during the second quarter of 2012 in order to allow for a more effective allocation of resources consistent with the Company’s growth strategies. The Company may resume repurchases under the stock repurchase program at any time in its discretion. At least annually, the Company’s Board of Directors reviews its policies with respect to dividends and share repurchases with a view to actual and projected earnings, cash flows and capital requirements.

Recent Borrowings. The Company had net repayments of or net proceeds from short-term and long-term borrowings as follows:


(in thousands)	2012			2011			2010
Short-term borrowings:
Proceeds from credit facility borrowings, net	$	47,278		$	13,548		$	9,170
Proceeds from other credit facilities		40,298			61,020			—
Repayments of other credit facilities		(361	)		(4,517	)		—

Net proceeds from short-term borrowings		87,215			70,051			9,170

Long-term borrowings:
Proceeds from issuance		250,000			—			118,430
Repayments		(60,000	)		(58,915	)		(218,845	)

Net proceeds from (repayments of) long-term borrowings		190,000			(58,915	)		(100,415	)

Net proceeds from (repayments of) total borrowings	$	277,215		$	11,136		$	(91,245	)

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In December 2011, the Company entered into a three-year $200,000,000 revolving credit facility and a five-year $200,000,000 revolving credit facility (the “Credit Facilities”). In July 2012, the Credit Facilities were increased from $200,000,000 to $275,000,000 resulting in a total borrowing capacity of $550,000,000 under the Company’s two principal Credit Facilities. Under the Credit Facilities, borrowings may be made from 10 participating banks at interest rates based upon either (i) local currency borrowing rates or (ii) the Federal Funds Rate plus 0.5%, whichever is higher, plus a margin based on the Company’s leverage ratio.

In total, there was $194,034,000 outstanding and $479,851,000 available under all revolving credit facilities at January 31, 2013. The weighted-average interest rate for the outstanding amount at January 31, 2013 was 3.05%.

In 2012, the Company issued $250,000,000 of long-term debt at an interest rate of 4.40%. Proceeds from long-term debt issuances were used to repay $60,000,000 of 10-year term, 6.56% Series D Senior Notes that came due in July 2012 and for general corporate purposes. In 2010, the Company issued ¥10,000,000,000 ($118,430,000 at issuance) of long-term debt at an interest rate of 1.72%. These proceeds, in conjunction with other short-term borrowings, were used to refinance existing indebtedness and for general corporate purposes. See “Item 8. Financial Statements and Supplementary Data – Note H. Debt” for additional details.

The ratio of total debt (short-term borrowings, current portion of long-term debt and long-term debt) to stockholders’ equity was 37% and 30% at January 31, 2013 and 2012.

At January 31, 2013, the Company was in compliance with all debt covenants.

Proceeds from Non-controlling Interest. In 2012, the Company received proceeds of $12,750,000 associated with its venture with Damas Jewellery LLC that acquired the five existing independently-operated TIFFANY & CO. stores located in the U.A.E. as noted in Payment for acquisition above. See “Item 8. Financial Statements and Supplementary Data – Note C. Acquisition” for additional details on the venture.

Contractual Cash Obligations and Commercial Commitments

The following is a summary of the Company’s contractual cash obligations at January 31, 2013:


(in thousands)	Total		2013		2014-2015		2016-2017		Thereafter
Unrecorded contractual obligations:
Operating leases	$	1,531,194	$	203,479	$	360,730	$	272,856	$	694,129
Inventory purchase obligations ^a		300,876		298,634		2,242		—		—
Interest on debt ^b		509,232		51,936		103,017		71,067		283,212
Other contractual obligations ^c		66,931		51,708		7,568		905		6,750
Recorded contractual obligations:
Short-term borrowings		194,034		194,034		—		—		—
Long-term debt		765,238		—		105,598		234,640		425,000

	$	3,367,505	$	799,791	$	579,155	$	579,468	$	1,409,091

The Company will, from time to time, secure supplies of diamonds by agreeing to purchase a defined portion of a mine’s output. Inventory purchase obligations associated with these agreements have been estimated for 2013 and included in this table. Purchases beyond 2013 that are contingent upon mine production have been excluded as they cannot be reasonably estimated.

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b)	Excludes interest payments on amounts outstanding under available lines of credit, as the outstanding amounts fluctuate based on the Company’s working capital needs.

c)	Consists primarily of fixed royalty commitments, construction-in-progress and packaging supplies.

The summary above does not include the following items:

•

Cash contributions to the Company’s pension plan and cash payments for other postretirement obligations. The Company plans to contribute approximately $30,000,000 to the pension plan in 2013. However, this expectation is subject to change if actual asset performance is different than the assumed long-term rate of return on pension plan assets. In addition, the Company estimates cash payments for postretirement health-care and life insurance benefit obligations to be $2,088,000 in 2013.

•

Unrecognized tax benefits at January 31, 2013 of $28,217,000 and accrued interest and penalties of $7,878,000. The final outcome of tax uncertainties is dependent upon various matters including tax examinations, interpretation of the applicable tax laws or expiration of statutes of limitations. The Company believes that its tax positions comply with applicable tax law and that it has adequately provided for these matters. However, the audits may result in proposed assessments where the ultimate resolution may result in the Company owing additional taxes. Management anticipates that it is reasonably possible that the total gross amount of unrecognized tax benefits will decrease by approximately $20,000,000 in the next 12 months, a portion of which may affect the effective tax rate; however, management does not currently anticipate a significant effect on net earnings. Future developments may result in a change in this assessment.

The following is a summary of the Company’s outstanding borrowings and available capacity under its credit facilities at January 31, 2013:


(in thousands)	Total Capacity		Borrowings Outstanding		Available Capacity
Three-year revolving credit facility ^a	$	275,000	$	45,738	$	229,262
Five-year revolving credit facility ^b		275,000		32,290		242,710
Other credit facilities ^c		123,885		116,006		7,879

	$	673,885	$	194,034	$	479,851

^a	This facility matures in December 2014.

^b	This facility matures in December 2016.

^c	These credit facilities mature in 2013.

In addition, the Company has available letters of credit and financial guarantees of $70,055,000 of which $30,454,000 was outstanding at January 31, 2013. Of those available letters of credit and financial guarantees, $58,620,000 expires within one year.

Seasonality

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CRITICAL ACCOUNTING ESTIMATES

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make certain estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. Actual results could differ from those estimates and the differences could be material. Periodically, the Company reviews all significant estimates and assumptions affecting the financial statements and records any necessary adjustments.

The development and selection of critical accounting estimates and the related disclosures below have been reviewed with the Audit Committee of the Company’s Board of Directors. The following critical accounting policies that rely on assumptions and estimates were used in the preparation of the Company’s consolidated financial statements:

Inventory. The Company writes down its inventory for discontinued and slow-moving products. This write-down is equal to the difference between the cost of inventory and its estimated market value, and is based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs might be required. The Company has not made any material changes in the accounting methodology used to establish its reserve for discontinued and slow-moving products during the past three years. At January 31, 2013, a 10% change in the reserve for discontinued and slow-moving products would have resulted in a change of $5,418,000 in inventory and cost of sales.

Property, plant and equipment and intangibles assets and key money . The Company reviews its property, plant and equipment and intangibles assets and key money for impairment when management determines that the carrying value of such assets may not be recoverable due to events or changes in circumstances. Recoverability of these assets is evaluated by comparing the carrying value of the asset with estimated future undiscounted cash flows. If the comparisons indicate that the value of the asset is not recoverable, an impairment loss is calculated as the difference between the carrying value and the fair value of the asset and the loss is recognized during that period. The Company did not record any material impairment charges in 2012, 2011 or 2010.

Goodwill . The Company performs its annual impairment evaluation of goodwill during the fourth quarter of its fiscal year or when circumstances otherwise indicate an evaluation should be performed. A qualitative assessment is first performed to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, an evaluation, based upon discounted cash flows, is performed and requires management to estimate future cash flows, growth rates and economic and market conditions. The 2012, 2011 and 2010 evaluations resulted in no impairment charges.

Notes receivables and other financing arrangements. The Company may, from time to time, provide financing to diamond mining and exploration companies in order to obtain rights to purchase the mine’s output. Management evaluates these financing arrangements and any other financing arrangements that may arise for potential impairment by reviewing the parties’ financial statements and projections and business, operational and other economic factors on a periodic basis. If the analyses indicate that the financing receivable is not recoverable, an impairment loss is recognized, in respect to all or a portion of the financing, during that period. The Company did not record any material impairment charges in 2012, 2011 or 2010.

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Income taxes . The Company is subject to income taxes in both the U.S. and foreign jurisdictions. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. Significant judgments and estimates are required in determining the consolidated income tax expense. The Company’s income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management’s best assessment of estimated future taxes to be paid.

Foreign and domestic tax authorities periodically audit the Company’s income tax returns. These audits often examine and test the factual and legal basis for positions the Company has taken in its tax filings with respect to its tax liabilities, including the timing and amount of deductions and the allocation of income among various tax jurisdictions (“tax filing positions”). Management believes that its tax filing positions are reasonable and legally supportable. However, in specific cases, various tax authorities may take a contrary position. In evaluating the exposures associated with the Company’s various tax filing positions, management records reserves using a more-likely-than-not recognition threshold for income tax positions taken or expected to be taken. Earnings could be affected to the extent the Company prevails in matters for which reserves have been established or is required to pay amounts in excess of established reserves.

In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, management considers all available evidence. The Company records valuation allowances when management determines it is more likely than not that deferred tax assets will not be realized in the future.

Employee benefit plans . The Company maintains several pension and retirement plans, as well as provides certain postretirement health-care and life insurance benefits for retired employees. The Company makes certain assumptions that affect the underlying estimates related to pension and other postretirement costs. Significant changes in interest rates, the market value of securities and projected health-care costs would require the Company to revise key assumptions and could result in a higher or lower charge to earnings.

The Company used discount rates of 5.00% to determine its 2012 pension expense for all U.S. plans and 5.25% to determine its 2012 postretirement expense. Holding all other assumptions constant, a 0.5% increase in the discount rate would have decreased 2012 pension and postretirement expenses by $5,734,000 and $342,000. A decrease of 0.5% in the discount rate would have increased the 2012 pension and postretirement expenses by $5,892,000 and $660,000. The discount rate is subject to change each year, consistent with changes in the yield on applicable high-quality, long-term corporate bonds. Management selects a discount rate at which pension and postretirement benefits could be effectively settled based on (i) an analysis of expected benefit payments attributable to current employment service and (ii) appropriate yields related to such cash flows.

The Company used an expected long-term rate of return of 7.50% to determine its 2012 pension expense. Holding all other assumptions constant, a 0.5% change in the long-term rate of return would have changed the 2012 pension expense by $1,361,000. The expected long-term rate of return on pension plan assets is selected by taking into account the average rate of return expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation. More specifically, consideration is given to the expected rates of return (including reinvestment asset return rates) based upon the plan’s current asset mix, investment strategy and the historical performance of plan assets.

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For postretirement benefit measurement purposes, 8.00% (for pre-age 65 retirees) and 6.50% (for post-age 65 retirees) annual rates of increase in the per capita cost of covered health care were assumed for 2013. The rates were assumed to decrease gradually to 4.75% by 2020 and remain at that level thereafter. A one-percentage-point change in the assumed health-care cost trend rate would not have a significant effect on the aggregate service and interest cost components of the 2012 postretirement expense.

NEW ACCOUNTING STANDARDS

See “Item 8. Financial Statements and Supplementary Data – Note B. Summary of Significant Accounting Policies.”

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risk from fluctuations in foreign currency exchange rates, precious metal prices and interest rates, which could affect its consolidated financial position, earnings and cash flows. The Company manages its exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company uses derivative financial instruments as risk management tools and not for trading or speculative purposes, and does not maintain such instruments that may expose the Company to significant market risk.

Foreign Currency Risk

The Company uses foreign exchange forward contracts or put option contracts to offset the foreign currency exchange risks associated with foreign currency-denominated liabilities, intercompany transactions and forecasted purchases of merchandise between entities with differing functional currencies. The fair value of foreign exchange forward contracts and put option contracts is sensitive to changes in foreign exchange rates. Gains or losses on foreign exchange forward contracts substantially offset losses or gains on the liabilities and transactions being hedged. For put option contracts, if the market exchange rate at the time of the put option contract’s expiration is stronger than the contracted exchange rate, the Company allows the put option contract to expire, limiting its loss to the cost of the put option contract. The term of all outstanding foreign exchange forward and put option contracts as of January 31, 2013 ranged from less than one month to 12 months. At January 31, 2013 and 2012, the fair value of the Company’s outstanding foreign exchange forward and put option contracts were net assets of $18,968,000 and net liabilities $3,545,000, respectively. At January 31, 2013, a 10% depreciation in the hedged foreign exchange rates from the prevailing market rates would have resulted in an asset with a fair value of approximately $7,000,000.

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Precious Metal Price Risk

The Company periodically hedges a portion of its forecasted purchases of precious metals for use in its internal manufacturing operations in order to minimize the effect of volatility in precious metals prices. The Company may use either a combination of call and put option contracts in net-zero-cost collar arrangements (“precious metal collars”) or forward contracts. For precious metal collars, if the price of the precious metal at the time of the expiration of the precious metal collar is within the call and put price, the precious metal collar expires at no cost to the Company. The maximum term over which the Company is hedging its exposure to the variability of future cash flows for all forecasted transactions is 12 months. At January 31, 2013 and 2012, the fair value of the Company’s outstanding precious metal derivative instruments was a net asset of $362,000 and a net liability of $313,000, respectively. At January 31, 2013, a 10% depreciation in precious metal prices from the prevailing market rates would have resulted in a liability with a fair value of approximately $3,000,000.

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Item 8.

Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Tiffany & Co.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of comprehensive earnings, of stockholders’ equity, and of cash flows present fairly, in all material respects, the financial position of Tiffany & Co. and its subsidiaries (the “Company”) at January 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 28, 2013

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CONSOLIDATED BALANCE SHEETS


	January 31,
(in thousands, except per share amounts)	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	504,838		$	433,954
Accounts receivable, less allowances of $9,710 and $11,772		173,998			184,085
Inventories, net		2,234,334			2,073,212
Deferred income taxes		79,508			83,124
Prepaid expenses and other current assets		158,911			115,300

Total current assets		3,151,589			2,889,675
Property, plant and equipment, net		818,838			767,174
Deferred income taxes		306,385			271,156
Other assets, net		354,038			230,987

	$	4,630,850		$	4,158,992

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	194,034		$	112,973
Current portion of long-term debt		—			60,822
Accounts payable and accrued liabilities		295,424			328,962
Income taxes payable		30,487			60,977
Merchandise and other customer credits		66,647			62,943

Total current liabilities		586,592			626,677
Long-term debt		765,238			538,352
Pension/postretirement benefit obligations		361,246			338,564
Deferred gains on sale-leasebacks		96,724			119,692
Other long-term liabilities		209,732			186,802
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $0.01 par value; authorized 2,000 shares, none issued and outstanding		—			—
Common Stock, $0.01 par value; authorized 240,000 shares, issued and outstanding 126,934 and 126,676		1,269			1,267
Additional paid-in capital		1,019,997			970,215
Retained earnings		1,671,341			1,462,553
Accumulated other comprehensive loss, net of tax		(93,875	)		(85,130	)

Total Tiffany & Co. stockholders’ equity		2,598,732			2,348,905
Non-controlling interests		12,586			—

Total stockholders’ equity		2,611,318			2,348,905

	$	4,630,850		$	4,158,992

See notes to consolidated financial statements.

TIFFANY & CO.

K - 46

CONSOLIDATED STATEMENTS OF EARNINGS


	Years Ended January 31,
(in thousands, except per share amounts)	2013		2012		2011
Net sales	$	3,794,249	$	3,642,937	$	3,085,290
Cost of sales		1,630,965		1,491,783		1,263,012

Gross profit		2,163,284		2,151,154		1,822,278
Selling, general and administrative expenses		1,466,067		1,442,728		1,227,497

Earnings from operations		697,217		708,426		594,781
Interest expense and financing costs		59,069		48,574		54,335
Other income, net		5,428		5,099		6,988

Earnings from operations before income taxes		643,576		664,951		547,434
Provision for income taxes		227,419		225,761		179,031

Net earnings	$	416,157	$	439,190	$	368,403

Earnings per share:
Basic	$	3.28	$	3.45	$	2.91

Diluted	$	3.25	$	3.40	$	2.87

Weighted-average number of common shares:
Basic		126,737		127,397		126,600
Diluted		127,934		129,083		128,406

See notes to consolidated financial statements.

TIFFANY & CO.

K - 47

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS


	Years Ended January 31,
(in thousands)	2013			2012			2011
Net earnings	$	416,157		$	439,190		$	368,403

Foreign currency translation adjustments		(11,567	)		9,997			27,167

Unrealized gain (loss) on marketable securities		2,640			(73	)		3,173
Less: reclassification adjustments for loss (gain) included in net earnings		6			54			(38	)

Unrealized gain (loss) on marketable securities		2,646			(19	)		3,135

Unrealized loss on hedging instruments		(4,439	)		(17,951	)		(458	)
Less: reclassification adjustments for loss included in net earnings		12,168			5,901			2,904

Unrealized gain (loss) on hedging instruments		7,729			(12,050	)		2,446

Net actuarial loss		(34,520	)		(125,814	)		(14,571	)
Amortization of net loss included in net earnings		15,993			7,042			2,787
Amortization of prior service cost included in net earnings		356			406			419

Net unrealized loss on benefit plans		(18,171	)		(118,366	)		(11,365	)

Other comprehensive (loss) earnings, before tax		(19,363	)		(120,438	)		21,383
Income tax benefit (expense) related to items of other comprehensive (loss) earnings		10,618			47,873			(683	)

Other comprehensive (loss) earnings, net of tax		(8,745	)		(72,565	)		20,700

Comprehensive earnings	$	407,412		$	366,625		$	389,103

See notes to consolidated financial statements.

TIFFANY & CO.

K - 48

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


(in thousands)	Total Stockholders’ Equity			Retained Earnings			Accumulated Other Comprehensive Loss			Common Stock						Additional Paid-In Capital			Non- controlling Interests
(in thousands)	Total Stockholders’ Equity			Retained Earnings			Accumulated Other Comprehensive Loss			Shares			Amount			Additional Paid-In Capital			Non- controlling Interests
Balances, January 31, 2010	$	1,883,239		$	1,151,109		$	(33,265	)		126,326		$	1,263		$	764,132		$	—
Exercise of stock options and vesting of restricted stock units (“RSUs”)		65,683			—			—			2,382			23			65,660			—
Tax effect of exercise of stock options and vesting of RSUs		9,811			—			—			—			—			9,811			—
Share-based compensation expense		25,815			—			—			—			—			25,815			—
Issuance of Common Stock under Employee Profit Sharing and Retirement Savings (“EPSRS”) Plan		5,000			—			—			104			1			4,999			—
Purchase and retirement of Common Stock		(80,786	)		(74,318	)		—			(1,843	)		(18	)		(6,450	)		—
Cash dividends on Common Stock		(120,390	)		(120,390	)		—			—			—			—			—
Other comprehensive earnings, net of tax		20,700			—			20,700			—			—			—			—
Net earnings		368,403			368,403			—			—			—			—			—

Balances, January 31, 2011		2,177,475			1,324,804			(12,565	)		126,969			1,269			863,967			—
Exercise of stock options and vesting of RSUs		65,566			—			—			2,272			23			65,543			—
Tax effect of exercise of stock options and vesting of RSUs		20,944			—			—			—			—			20,944			—
Share-based compensation expense		30,753			—			—			—			—			30,753			—
Issuance of Common Stock under EPSRS Plan		4,500			—			—			64			1			4,499			—
Purchase and retirement of Common Stock		(174,118	)		(158,601	)		—			(2,629	)		(26	)		(15,491	)		—
Cash dividends on Common Stock		(142,840	)		(142,840	)		—			—			—			—			—
Other comprehensive loss, net of tax		(72,565	)		—			(72,565	)		—			—			—			—
Net earnings		439,190			439,190			—			—			—			—			—

Balances, January 31, 2012		2,348,905			1,462,553			(85,130	)		126,676			1,267			970,215			—
Exercise of stock options and vesting of RSUs		13,012			—			—			1,026			10			13,002			—
Tax effect of exercise of stock options and vesting of RSUs		11,730			—			—			—			—			11,730			—
Share-based compensation expense		27,224			—			—			—			—			27,224			—
Issuance of Common Stock under EPSRS Plan		3,150			—			—			45			—			3,150			—
Purchase and retirement of Common Stock		(54,107	)		(48,775	)		—			(813	)		(8	)		(5,324	)		—
Cash dividends on Common Stock		(158,594	)		(158,594	)		—			—			—			—			—
Other comprehensive loss, net of tax		(8,745	)		—			(8,745	)		—			—			—			—
Net earnings		416,157			416,157			—			—			—			—			—
Non-controlling interests		12,586			—			—			—			—			—			12,586

Balances, January 31, 2013	$	2,611,318		$	1,671,341		$	(93,875	)		126,934		$	1,269		$	1,019,997		$	12,586

See notes to consolidated financial statements.

TIFFANY & CO.

K - 49

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years Ended January 31,
(in thousands)	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	416,157		$	439,190		$	368,403
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization		163,649			145,934			147,870
Lease exit charge		—			30,884			—
Amortization of gain on sale-leasebacks		(10,812	)		(10,976	)		(10,203	)
Excess tax benefits from share-based payment arrangements		(11,763	)		(18,771	)		(9,124	)
Provision for inventories		32,228			30,665			25,608
Deferred income taxes		(19,282	)		(50,768	)		(60,332	)
Provision for pension/postretirement benefits		46,008			33,457			26,893
Share-based compensation expense		26,938			30,447			25,436
Changes in assets and liabilities:
Accounts receivable		(1,393	)		5,495			(22,563	)
Inventories		(233,700	)		(459,416	)		(187,773	)
Prepaid expenses and other current assets		(22,121	)		(5,893	)		(7,408	)
Other assets, net		(4,561	)		(11,371	)		4,703
Accounts payable and accrued liabilities		(13,680	)		39,862			21,439
Income taxes payable		(16,559	)		17,551			501
Merchandise and other customer credits		1,640			(2,988	)		(999	)
Other long term liabilities		(24,459	)		(2,696	)		(23,526	)

Net cash provided by operating activities		328,290			210,606			298,925

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments		(15,226	)		(40,912	)		(61,556	)
Proceeds from sale of marketable securities and short-term investments		19,289			96,051			1,946
Capital expenditures		(219,530	)		(239,443	)		(127,002	)
Notes receivable funded		(8,015	)		(56,605	)		—
Payments to acquire intangible assets		(82,664	)		—			—
Payment for acquisition		(25,000	)		—			—
Other		—			(1,674	)		—

Net cash used in investing activities		(331,146	)		(242,583	)		(186,612	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility borrowings, net		47,278			13,548			9,170
Proceeds from other credit facility borrowings		40,298			61,020			—
Repayments of other credit facility borrowings		(361	)		(4,517	)		—
Repayment of long-term debt		(60,000	)		(58,915	)		(218,845	)
Proceeds from issuance of long-term debt		250,000			—			118,430
Payment for settlements of interest rate swap agreements		(29,335	)		—			—
Net proceeds received from termination of interest rate swap		—			9,527			—
Repurchase of Common Stock		(54,107	)		(174,118	)		(80,786	)
Proceeds from exercise of stock options		13,012			65,566			65,683
Excess tax benefits from share-based payment arrangements		11,763			18,771			9,124
Cash dividends on Common Stock		(158,594	)		(142,840	)		(120,390	)
Purchase of non-controlling interests		—			—			(7,000	)
Proceeds from non-controlling interest		12,750			—			—
Financing fees		(1,258	)		(1,859	)		(185	)

Net cash provided by (used in) financing activities		71,446			(213,817	)		(224,799	)

Effect of exchange rate changes on cash and cash equivalents		2,294			(1,843	)		8,375

Net increase (decrease) in cash and cash equivalents		70,884			(247,637	)		(104,111	)
Cash and cash equivalents at beginning of year		433,954			681,591			785,702

Cash and cash equivalents at end of year	$	504,838		$	433,954		$	681,591

See notes to consolidated financial statements.

TIFFANY & CO.

K - 50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. NATURE OF BUSINESS

Tiffany & Co. is a holding company that operates through its subsidiary companies (the “Company”). Tiffany & Co.’s principal subsidiary, Tiffany and Company (“Tiffany”), is a jeweler and specialty retailer whose principal merchandise offering is jewelry. The Company also sells timepieces, leather goods, sterling silverware, china, crystal, stationery, fragrances and accessories. Through Tiffany and other subsidiaries, the Company is engaged in product design, manufacturing and retailing activities.

The Company’s reportable segments are as follows:

•

Americas includes sales in TIFFANY & CO. stores in the United States, Canada and Latin America, as well as sales of TIFFANY & CO. products in certain markets through business-to-business, Internet, catalog and wholesale operations;

•

Asia-Pacific includes sales in TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations;

•

Japan includes sales in TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products through business-to-business, Internet and wholesale operations;

•

Europe includes sales in TIFFANY & CO. stores, as well as sales of TIFFANY & CO. products in certain markets through Internet and wholesale operations; and

•

Other consists of all non-reportable segments. Other consists of wholesale sales of TIFFANY & CO. merchandise to independent distributors for resale in certain emerging markets (primarily in the Middle East and Russia) and beginning in July 2012 retail sales in five TIFFANY & CO. stores in the United Arab Emirates (“U.A.E.”) which were converted from independently-operated to Company–operated stores. In addition, Other includes wholesale sales of diamonds obtained through bulk purchases that were subsequently deemed not suitable for the Company’s needs and earnings received from third-party licensing agreements.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year

The Company’s fiscal year ends on January 31 of the following calendar year. All references to years relate to fiscal years rather than calendar years.

Basis of Reporting

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries in which a controlling interest is maintained. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participating rights or, in the case of variable interest entities (VIEs), if the Company has the power to significantly direct the activities of a VIE, as well as the obligation to absorb significant losses of or the right to receive significant benefits from the VIE. Intercompany accounts, transactions and profits have been eliminated in consolidation. The equity method of accounting is used for investments in which the Company has significant influence, but not a controlling interest.

TIFFANY & CO.

K - 51

Use of Estimates

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America; these principles require management to make certain estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and related notes to the consolidated financial statements. Actual results could differ from these estimates and the differences could be material. Periodically, the Company reviews all significant estimates and assumptions affecting the financial statements relative to current conditions and records the effect of any necessary adjustments.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents include highly liquid investments with an original maturity of three months or less and consist of time deposits and/or money market fund investments with a number of U.S. and non-U.S. financial institutions with high credit ratings. The Company’s policy restricts the amounts invested in any one institution.

Short-term Investments

Short-term investments are classified as available-for-sale and are carried at fair value, are included within prepaid expenses and other current assets. At January 31, 2013, the Company’s available-for-sale investments consist entirely of time deposits. At the time of purchase, management determines the appropriate classification of these investments and re-evaluates such designation as of each balance sheet date.

Receivables and Finance Charges

The Company maintains an allowance for doubtful accounts for estimated losses associated with the accounts receivable recorded on the balance sheet. The allowance is determined based on a combination of factors including, but not limited to, the length of time that the receivables are past due, the Company’s knowledge of the customer, economic and market conditions and historical write-off experiences.

For the receivables associated with Tiffany & Co. credit cards (“Credit Card Receivables”), the Company uses various indicators to determine whether to extend credit to customers and the amount of credit. Such indicators include reviewing prior experience with the customer, including sales and collection history, and using applicants’ credit reports and scores provided by credit rating agencies. Credit Card Receivables require minimum balance payments. The Company classifies a Credit Card account as overdue if a minimum balance payment has not been received within the allotted timeframe (generally 30 days), after which internal collection efforts commence. For all accounts receivable recorded on the balance sheet, once all internal collection efforts have been exhausted and management has reviewed the account, the account balance is written off and may be sent for external collection or legal action. At January 31, 2013 and 2012, the carrying amount of the Credit Card Receivables (recorded in accounts receivable, net) was $56,344,000 and $58,784,000, of which 98% and 97% were considered current at January 31, 2013 and 2012, respectively. The allowance for doubtful accounts for estimated losses associated with the Credit Card Receivables (approximately $1,500,000 and $2,000,000 at January 31, 2013 and 2012, respectively) was determined based on the factors discussed above. Finance charges on Credit Card accounts are not significant.

TIFFANY & CO.

K - 52

The Company may, from time to time, provide financing to diamond mining and exploration companies in order to obtain rights to purchase the mine’s output (see “Note K. Commitments and Contingencies”). Management evaluates these and any other financing arrangements that may arise for potential impairment by reviewing the parties’ financial statements and projections and business, operational and other economic factors on a periodic basis. As of January 31, 2013, the current portion of the carrying amount of loans receivable including accrued interest was $12,979,000 and was recorded in prepaid expenses and other current assets. As of January 31, 2013 and 2012, the non-current portion of the carrying amount of loans receivable including accrued interest was $53,984,000 and $58,212,000 and was included in other assets, net. The Company has not recorded any material impairment charges on such loans as of January 31, 2013 and 2012.

Inventories

Inventories are valued at the lower of cost or market using the average cost method except for certain diamond and gemstone jewelry which uses the specific identification method.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:


Buildings			39 years
Building Improvements			10 years
Machinery and Equipment			5-15 years
Office Equipment			3-10 years
Furniture and Fixtures			2-10 years

Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease terms. Maintenance and repair costs are charged to earnings while expenditures for major renewals and improvements are capitalized. Upon the disposition of property, plant and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings.

The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets. The Company’s capitalized interest costs were not significant in 2012, 2011 or 2010.

Intangible Assets and Key Money

Intangible assets are recorded at cost and are amortized on a straight-line basis over their estimated useful lives which range from 6 to 20 years. Intangible assets are reviewed for impairment in accordance with the Company’s policy for impairment of long-lived assets (see “Impairment of Long-Lived Assets” below).

Key money is the amount of funds paid to a landlord or tenant to acquire the rights of tenancy under a commercial property lease for a certain property. Key money represents the “right to lease” with an automatic right of renewal. This right can be subsequently sold by the Company or can be recovered should the landlord refuse to allow the automatic right of renewal to be exercised. Key money is amortized over the estimated useful life, 39 years.

TIFFANY & CO.

K - 53

The following table summarizes intangible assets and key money, included in other assets, net, as follows:


	January 31, 2013					January 31, 2012
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Product rights	$	59,409	$	(6,388	)	$	12,350	$	(5,342	)
Key money deposits		39,632		(719	)		2,647		(247	)
Trademarks		3,452		(3,078	)		3,452		(2,911	)

	$	102,493	$	(10,185	)	$	18,449	$	(8,500	)

In December 2012, the Company made a $47,059,000 payment to Elsa Peretti to retain an exclusive license in all of the countries in which Peretti-designed jewelry and products are currently sold, to make, have made, advertise and sell these items, which are made in conformance to Ms. Peretti’s proprietary designs and bear her trademarks. These product rights acquired will be amortized over 20 years.

Amortization of intangible assets and key money for the years ended January 31, 2013, 2012 and 2011 was $1,685,000, $1,263,000 and $1,016,000. Amortization expense is estimated to be $4,374,000 in each of the next two years, $4,248,000 in the third year, $4,207,000 in the fourth year and $4,195,000 in the fifth year.

Goodwill

Goodwill represents the excess of cost over fair value of net assets acquired. Goodwill is evaluated for impairment annually in the fourth quarter or when events or changes in circumstances indicate that the value of goodwill may be impaired. A qualitative assessment is first performed to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, a quantitative evaluation, based on discounted cash flows, is performed and requires management to estimate future cash flows, growth rates and economic and market conditions. If the quantitative evaluation indicates that goodwill is not recoverable, an impairment loss is calculated and recognized during that period. At January 31, 2013 and 2012, goodwill, included in other assets, net, consisted of the following by segment:


(in thousands)	Americas			Asia-Pacific			Japan			Europe			Other		Total
January 31, 2011	$	12,482		$	295		$	1,164		$	1,123		$	—	$	15,064
Translation		(60	)		(8	)		(32	)		(8	)		—		(108	)

January 31, 2012		12,422			287			1,132			1,115			—		14,956
Acquisition		—			—			—			—			24,493		24,493
Translation		(54	)		(7	)		(29	)		(7	)		412		315

January 31, 2013	$	12,368		$	280		$	1,103		$	1,108		$	24,905	$	39,764

In July 2012, the Company acquired the net assets associated with the five existing independently-operated TIFFANY & CO. stores located in the U.A.E. for total consideration of $25,000,000, of which $24,493,000 was allocated to goodwill. See “Note C. Acquisition” for further details.

TIFFANY & CO.

K - 54

Impairment of Long-Lived Assets

The Company reviews its long-lived assets (such as property, plant and equipment) other than goodwill for impairment when management determines that the carrying value of such assets may not be recoverable due to events or changes in circumstances. Recoverability of long-lived assets is evaluated by comparing the carrying value of the asset with the estimated future undiscounted cash flows. If the comparisons indicate that the asset is not recoverable, an impairment loss is calculated as the difference between the carrying value and the fair value of the asset and the loss is recognized during that period. The Company recorded no material impairment charges in 2012, 2011 or 2010.

Hedging Instruments

The Company uses derivative financial instruments to mitigate its foreign currency, precious metal price and interest rate exposures. Derivative instruments are recorded on the consolidated balance sheet at their fair values, as either assets or liabilities, with an offset to current or comprehensive earnings, depending on whether a derivative is designated as part of an effective hedge transaction and, if it is, the type of hedge transaction.

Marketable Securities

The Company’s marketable securities, recorded within other assets, net, are classified as available-for-sale and are recorded at fair value with unrealized gains and losses reported as a separate component of stockholders’ equity. Realized gains and losses are recorded in other income, net. The marketable securities are held for an indefinite period of time, but may be sold in the future as changes in market conditions or economic factors occur. The fair value of the marketable securities is determined based on prevailing market prices. The Company recorded $4,144,000 and $1,904,000 of gross unrealized gains and $1,293,000 and $1,699,000 of gross unrealized losses within accumulated other comprehensive loss as of January 31, 2013 and 2012.

The amount reclassified from other comprehensive earnings was determined on the basis of specific identification.

The Company’s marketable securities consist of investments in mutual funds. When evaluating the marketable securities for other-than-temporary impairment, the Company reviews factors such as the length of time and the extent to which fair value has been below cost basis, the financial condition of the issuer, and the Company’s ability and intent to hold the investments for a period of time which may be sufficient for anticipated recovery in market value. Based on the Company’s evaluations, it determined that any unrealized losses on its outstanding mutual funds were temporary in nature and, therefore, did not record any impairment charges as of January 31, 2013, 2012 or 2011.

Merchandise and Other Customer Credits

Merchandise and other customer credits represent outstanding credits issued to customers for returned merchandise. It also includes outstanding gift cards sold to customers. All such outstanding items may be tendered for future merchandise purchases. A merchandise credit liability is established when a merchandise credit is issued to a customer for a returned item and the original sale is reversed. A gift card liability is established when the gift card is sold. The liabilities are relieved and revenue is recognized when merchandise is purchased and delivered to the customer and the merchandise credit or gift card is used as a form of payment.

TIFFANY & CO.

K - 55

If merchandise credits or gift cards are not redeemed over an extended period of time (approximately three to five years), the value of the merchandise credits or gift cards is generally remitted to the applicable jurisdiction in accordance with unclaimed property laws.

Revenue Recognition

Sales are recognized at the “point of sale,” which occurs when merchandise is taken in an “over-the-counter” transaction or upon receipt by a customer in a shipped transaction, such as through the Internet and catalog channels. Revenue associated with gift cards and merchandise credits is recognized upon redemption. Sales are reported net of returns, sales tax and other similar taxes. Shipping and handling fees billed to customers are included in net sales. The Company maintains a reserve for potential product returns and it records, as a reduction to sales and cost of sales, its provision for estimated product returns, which is determined based on historical experience.

Additionally, outside of the U.S., the Company operates certain TIFFANY & CO. stores within various department stores. Sales transacted at these store locations are recognized at the “point of sale.” The Company and these department store operators have distinct responsibilities and risks in the operation of such TIFFANY & CO. stores. The Company (i) owns and manages the merchandise; (ii) establishes retail prices; (iii) has merchandising, marketing and display responsibilities; and (iv) in almost all locations provides retail staff and bears the risk of inventory loss. The department store operators (i) provide and maintain store facilities; (ii) in almost all locations assume retail credit and certain other risks; and (iii) act for the Company in the sale of merchandise. In return for its services and use of its facilities, the department store operators retain a portion of net retail sales made in TIFFANY & CO. stores which is recorded as commission expense within selling, general and administrative expenses.

Cost of Sales

Cost of sales includes costs related to the purchase of merchandise from third parties, the cost to internally manufacture merchandise (metal, gemstones, labor and overhead), inbound freight, purchasing and receiving, inspection, warehousing, internal transfers and other costs associated with distribution and merchandising. Cost of sales also includes royalty fees paid to outside designers and customer shipping and handling charges.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses include costs associated with the selling and marketing of products as well as administrative expenses. The types of expenses associated with these functions are store operating expenses (such as labor, rent and utilities), advertising and other corporate level administrative expenses.

Advertising, Marketing, Public and Media Relations Costs

Advertising, marketing, public and media relations costs include media, production, catalogs, Internet, marketing events, visual merchandising costs (in-store and window displays) and other related costs. In 2012, 2011 and 2010, these costs totaled $242,524,000, $234,050,000 and $197,597,000, representing 6.4% of worldwide net sales in each of those periods. Media and production costs for print and digital advertising are expensed as incurred, while catalog costs are expensed upon mailing.

Pre-opening Costs

Costs associated with the opening of new retail stores are expensed in the period incurred.

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Stock-Based Compensation

New, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock, are measured at fair value and recognized as compensation expense over the requisite service period.

Merchandise Design Activities

Merchandise design activities consist of conceptual formulation and design of possible products and creation of pre-production prototypes and molds. Costs associated with these activities are expensed as incurred.

Foreign Currency

The functional currency of most of the Company’s foreign subsidiaries and branches is the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect at the balance sheet date, while revenues and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded as a component of other comprehensive earnings within stockholders’ equity. The Company also recognizes gains and losses associated with transactions that are denominated in foreign currencies. The Company recorded a net (loss) gain resulting from foreign currency transactions of ($2,147,000), ($54,000) and $2,413,000 in 2012, 2011 and 2010 within other income, net.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with U.S. GAAP, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent management believes these assets will more likely than not be realized. In making such determination, the Company considers all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event management were to determine that the Company would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. In evaluating the exposures associated with the Company’s various tax filing positions, management records reserves using a more-likely-than-not recognition threshold for income tax positions taken or expected to be taken.

The Company, its U.S. subsidiaries and the foreign branches of its U.S. subsidiaries file a consolidated Federal income tax return.

Earnings Per Share

Basic earnings per share (“EPS”) is computed as net earnings divided by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the dilutive effect of the assumed exercise of stock options and unvested restricted stock units.

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The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted EPS computations:


	Years Ended January 31,
(in thousands)	2013		2012		2011
Net earnings for basic and diluted EPS	$	416,157	$	439,190	$	368,403

Weighted-average shares for basic EPS		126,737		127,397		126,600
Incremental shares based upon the assumed exercise of stock options and unvested restricted stock units		1,197		1,686		1,806

Weighted-average shares for diluted EPS		127,934		129,083		128,406

For the years ended January 31, 2013, 2012 and 2011, there were 869,000, 401,000 and 371,000 stock options and restricted stock units excluded from the computations of earnings per diluted share due to their antidilutive effect.

New Accounting Standards

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income,” which allows an entity the option to present components of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The new guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company adopted the new guidance effective February 1, 2012, and it did not have an effect on the Company’s financial position or earnings.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “Testing Goodwill for Impairment,” which allows an entity to use a qualitative approach to test goodwill for impairment. The new guidance permits an entity to first perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The Company adopted the new guidance effective February 1, 2012, and it did not have a material effect on the Company’s financial position or earnings.

C. ACQUISITION

In July 2012, the Company, through a venture with a former independent distributor, Damas Jewellery LLC (“Damas”), acquired the net assets associated with five existing independently-operated TIFFANY & CO. stores located in the U.A.E. for total consideration of $25,000,000, of which $24,493,000 was allocated to goodwill and the remainder to other tangible assets and liabilities. All of the goodwill associated with the transaction would be deductible for tax purposes; however the Company does not expect to receive a tax benefit as the U.A.E. does not impose a corporate income tax. The purchase resulted in the recognition of goodwill because the acquisition (i) enabled the Company to immediately integrate five existing TIFFANY & CO. stores into its worldwide store network and (ii) will enhance awareness of the Company’s brand in the U.A.E.

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In accordance with the agreement, the Company owns 49% of the common shares of the venture with Damas and will be entitled to 75% of the profits or losses of the venture. The Company is responsible for all merchandise assortment and pricing, advertising and promotional activities, staffing, store design and visual display and financial services. The Company has evaluated the variable interest entity consolidation requirements with respect to this transaction and has determined that the Company is the primary beneficiary as it has both the power to direct the activities that most significantly affect the venture’s economic performance and the obligation to absorb losses of and the right to receive benefits that are significant to the venture. Therefore, the results of the venture will be consolidated within the financial results of the Company. Income or loss attributable to the non-controlling interests will be presented within other income, net as the amount is not material. The results of the venture and the associated goodwill will be included within the Other non-reportable segment.

D. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the year for:


	Years Ended January 31,
(in thousands)	2013		2012		2011
Interest, net of interest capitalization	$	49,785	$	44,799	$	47,107

Income taxes	$	266,829	$	250,620	$	237,829

Supplemental noncash investing and financing activities:


	Years Ended January 31,
(in thousands)	2013		2012		2011
Issuance of Common Stock under the Employee Profit Sharing and Retirement Savings Plan	$	3,150	$	4,500	$	5,000

E. INVENTORIES


	January 31,
(in thousands)	2013		2012
Finished goods	$	1,291,235	$	1,145,680
Raw materials		790,732		784,040
Work-in-process		152,367		143,492

	$	2,234,334	$	2,073,212

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F. PROPERTY, PLANT AND EQUIPMENT


	January 31,
(in thousands)	2013			2012
Land	$	42,707		$	42,735
Buildings		118,687			113,731
Leasehold and building improvements		914,737			833,740
Office equipment		460,968			416,003
Furniture and fixtures		224,750			211,043
Machinery and equipment		135,637			123,407
Construction-in-progress		24,509			17,652

		1,921,995			1,758,311
Accumulated depreciation and amortization		(1,103,157	)		(991,137	)

	$	818,838		$	767,174

The provision for depreciation and amortization for the years ended January 31, 2013, 2012 and 2011 was $159,018,000, $149,109,000 and $149,403,000.

G. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


	January 31,
(in thousands)	2013		2012
Accounts payable – trade	$	122,101	$	113,149
Accrued compensation and commissions		58,030		74,792
Accrued sales, withholding and other taxes		22,278		20,274
Other		93,015		120,747

	$	295,424	$	328,962

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H. DEBT


	January 31,
(in thousands)	2013		2012
Short-term borrowings:
Credit Facilities	$	78,028	$	29,204
Other credit facilities		116,006		83,769

	$	194,034	$	112,973

Long-term debt:
Unsecured Senior Notes:
2002 6.56% Series D, due July 2012 ^{a, b}	$	—	$	60,822
2008 9.05% Series A, due December 2015 ^{a, b}		105,598		107,272
2009 10.00% Series A, due April 2018 ^a		50,000		50,000
2009 10.00% Series A, due February 2017 ^a		125,000		125,000
2009 10.00% Series B, due February 2019 ^a		125,000		125,000
2010 1.72% Notes, due September 2016 ^{a, c}		109,640		131,080
2012 4.40% Series B Notes, due July 2042 ^d		250,000		—

		765,238		599,174
Less current portion of long-term debt		—		60,822

	$	765,238	$	538,352

^a	The agreements require lump sum repayments upon maturity.

^b	The Company entered into interest rate swaps to effectively convert these fixed rate obligations to floating rate obligations (see “Note I. Hedging Instruments”).

^c	These Notes were issued, at par, ¥10,000,000,000.

^d	The agreement requires repayments of $50,000,000 every five years beginning in 2022.

Credit Facilities

In December 2011, the Company entered into a three-year $200,000,000 and a five-year $200,000,000 multi-bank, multi-currency, committed unsecured revolving credit facilities (the “Credit Facilities”). In July 2012, the commitments under each of the Company’s three-year and five-year Credit Facilities were increased to $275,000,000 resulting in a total borrowing capacity of $550,000,000. The Credit Facilities are available for working capital and other corporate purposes. Under the Credit Facilities, borrowings may be made from 10 participating banks at interest rates based upon either (i) local currency borrowing rates or (ii) the Federal Funds Rate plus 0.5%, whichever is higher, plus a margin based on the Company’s leverage ratio. There was $471,972,000 available to be borrowed under the Credit Facilities at January 31, 2013. The weighted-average interest rate was 2.04% and 1.62% at January 31, 2013 and 2012. The three-year credit facility will expire in December 2014. The five-year credit facility will expire in December 2016.

Other Credit Facilities

The Company has various other revolving credit facilities, primarily in China and Japan. At January 31, 2013, the facilities totaled $123,885,000, of which $116,006,000 was outstanding at a

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weighted-average interest rate of 3.74%. At January 31, 2012, the facilities totaled $102,132,000, of which $83,769,000 was outstanding at a weighted-average interest rate of 1.42%.

Senior Notes

In July 2012, the Company, in two private transactions with various institutional note purchasers, issued, at par, $250,000,000 in the aggregate of its 4.40% Senior Notes due July 2042. A portion of the proceeds was used to repay $60,000,000 of 10-year term, 6.56% Series D Senior Notes that came due in July 2012 and the remainder will be used for general corporate purposes.

Debt Covenants

The senior note agreements require maintenance of specific financial covenants and ratios and limit certain changes to indebtedness and the general nature of the business, in addition to other requirements customary to such borrowings.

The Credit Facilities include specific financial covenants and ratios and limit certain payments, investments and indebtedness, in addition to other requirements customary to such borrowings.

As of January 31, 2013, the Company was in compliance with all debt covenants. In the event of any default of payment or performance obligations extending beyond applicable cure periods under the provisions of any one of the Credit Facilities, Senior Notes and other loan agreements, such agreements may be terminated or payment of the debt accelerated. Further, each of the Credit Facilities, Senior Notes and certain other loan agreements contain cross default provisions permitting the termination of the loans, or acceleration of the notes, as the case may be, in the event that certain of the Company’s other debt obligations are terminated or accelerated prior to the expressed maturity.

Long-Term Debt Maturities

Aggregate maturities of long-term debt as of January 31, 2013 are as follows:


Years Ending January 31,	Amount (in thousands)
2014	$	—
2015		—
2016		105,598
2017		109,640
2018		125,000
Thereafter		425,000

	$	765,238

Letters of Credit

The Company has available letters of credit and financial guarantees of $70,055,000 of which $30,454,000 was outstanding at January 31, 2013. Of those available letters of credit and financial guarantees, $58,620,000 expires within one year.

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I. HEDGING INSTRUMENTS

Background Information

The Company uses derivative financial instruments, including interest rate swaps, forward contracts, put option contracts and net-zero-cost collar arrangements (combination of call and put option contracts) to mitigate its exposures to changes in interest rates, foreign currency and precious metal prices. Derivative instruments are recorded on the consolidated balance sheet at their fair values, as either assets or liabilities, with an offset to current or comprehensive earnings, depending on whether the derivative is designated as part of an effective hedge transaction and, if it is, the type of hedge transaction. If a derivative instrument meets certain hedge accounting criteria, it is designated as one of the following on the date it is entered into:

•

Fair Value Hedge – A hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment. For fair value hedge transactions, both the effective and ineffective portions of the changes in the fair value of the derivative and changes in the fair value of the item being hedged are recorded in current earnings.

•

Cash Flow Hedge – A hedge of the exposure to variability in the cash flows of a recognized asset, liability or a forecasted transaction. For cash flow hedge transactions, the effective portion of the changes in fair value of derivatives are reported as other comprehensive income (“OCI”) and are recognized in current earnings in the period or periods during which the hedged transaction affects current earnings. Amounts excluded from the effectiveness calculation and any ineffective portions of the change in fair value of the derivative are recognized in current earnings.

The Company formally documents the nature of and relationships between the hedging instruments and hedged items for a derivative to qualify as a hedge at inception and throughout the hedged period. The Company also documents its risk management objectives, strategies for undertaking the various hedge transactions and method of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, the significant characteristics and expected terms of a forecasted transaction must be identified, and it must be probable that each forecasted transaction will occur. If it were deemed probable that the forecasted transaction would not occur, the gain or loss on the derivative financial instrument would be recognized in current earnings. Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedge instrument and the item being hedged, both at inception and throughout the hedged period.

The Company does not use derivative financial instruments for trading or speculative purposes.

Types of Derivative Instruments

Interest Rate Swaps – In 2009, the Company entered into interest rate swaps to convert its fixed rate 2002 Series D and 2008 Series A obligations to floating rate obligations. Since the fair value of the Company’s fixed rate long-term debt is sensitive to interest rate changes, the interest rate swaps served as a hedge to changes in the fair value of these debt instruments. The Company hedged its exposure to changes in interest rates over the remaining maturities of the debt agreements being hedged. The Company accounted for the interest rate swaps as fair value hedges. During 2011, the Company terminated the interest rate swap used to convert the 2008 Series A fixed obligation to a floating rate obligation and received net proceeds of $9,527,000. The interest rate swap associated with the 2002 Series D debt expired in July 2012.

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In the first half 2012, the Company entered into forward-starting interest rate swaps to hedge the impact of interest rate volatility on future interest payments associated with the anticipated incurrence of additional debt which was incurred in July 2012 (refer to “Note H. Debt”). The Company accounted for the forward-starting interest rate swaps as cash flow hedges. The Company settled the interest rate swaps in 2012 and paid $29,335,000.

Foreign Exchange Forward and Put Option Contracts – The Company uses foreign exchange forward contracts or put option contracts to offset the foreign currency exchange risks associated with foreign currency-denominated liabilities, intercompany transactions and forecasted purchases of merchandise between entities with differing functional currencies. For put option contracts, if the market exchange rate at the time of the put option contract’s expiration is stronger than the contracted exchange rate, the Company allows the put option contract to expire, limiting its loss to the cost of the put option contract. The Company assesses hedge effectiveness based on the total changes in the put option contracts’ cash flows. These foreign exchange forward contracts and put option contracts are designated and accounted for as either cash flow hedges or economic hedges that are not designated as hedging instruments.

As of January 31, 2013, the notional amount of foreign exchange forward and put option contracts accounted for as cash flow hedges was $166,758,000 and the notional amount of foreign exchange forward contracts accounted for as undesignated hedges was $20,759,000. The term of all outstanding foreign exchange forward and put option contracts as of January 31, 2013 ranged from less than one month to 12 months.

Precious Metal Collars & Forward Contracts – The Company periodically hedges a portion of its forecasted purchases of precious metals for use in its internal manufacturing operations in order to minimize the effect of volatility in precious metal prices. The Company may use either a combination of call and put option contracts in net-zero-cost collar arrangements (“precious metal collars”) or forward contracts. For precious metal collars, if the price of the precious metal at the time of the expiration of the precious metal collar is within the call and put price, the precious metal collar expires at no cost to the Company. The Company accounts for its precious metal collars and forward contracts as cash flow hedges. The Company assesses hedge effectiveness based on the total changes in the precious metal collars and forward contracts’ cash flows. The maximum term over which the Company is hedging its exposure to the variability of future cash flows for all forecasted transactions is 12 months. As of January 31, 2013, there were approximately 13,600 ounces of platinum and 315,000 ounces of silver precious metal derivative instruments outstanding.

Information on the location and amounts of derivative gains and losses in the consolidated financial statements is as follows:


	Years Ended January 31,
	2013					2012
(in thousands)	Pre-Tax Loss Recognized in Earnings on Derivatives			Pre-Tax Gain Recognized in Earnings on Hedged Item		Pre-Tax Gain Recognized in Earnings on Derivatives		Pre-Tax Loss Recognized in Earnings on Hedged Item
Derivatives in Fair Value Hedging Relationships:
Interest rate swaps ^a	$	(406	)	$	464	$	3,341	$	(2,832	)

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	Years Ended January 31,
	2013						2012
(in thousands)	Pre-Tax Gain (Loss) Recognized in OCI (Effective Portion)			Loss Reclassified from Accumulated OCI to Earnings (Effective Portion)			Pre-Tax Loss Recognized in OCI (Effective Portion)			(Loss) Gain Reclassified from Accumulated OCI to Earnings (Effective Portion)
Derivatives in Cash Flow Hedging Relationships:
Foreign exchange forward contracts ^b	$	24,750		$	(4,221	)	$	(12,624	)	$	(6,974	)
Put option contracts ^b		966			(129	)		(69	)		(2,101	)
Precious metal collars ^b		—			—			—			607
Precious metal forward contracts ^b		(3,644	)		(6,842	)		(5,258	)		2,567
Forward-starting interest rate swaps ^a		(26,511	)		(928	)		—			—

	$	(4,439	)	$	(12,120	)	$	(17,951	)	$	(5,901	)

^a	The gain or loss recognized in earnings is included within Interest expense and financing costs.

^b	The gain or loss recognized in earnings is included within Cost of sales.

The gains and losses on derivatives not designated as hedging instruments were not significant in the years ended January 31, 2013 and 2012. There was no material ineffectiveness related to the Company’s hedging instruments for the periods ended January 31, 2013 and 2012. The Company expects approximately $11,995,000 of net pre-tax derivative gains included in accumulated other comprehensive income at January 31, 2013 will be reclassified into earnings within the next 12 months. This amount will vary due to fluctuations in foreign currency exchange rates and precious metal prices.

For information regarding the location and amount of the derivative instruments in the Consolidated Balance Sheet, refer to “Note J. Fair Value of Financial Instruments.”

Concentration of Credit Risk

A number of major international financial institutions are counterparties to the Company’s derivative financial instruments. The Company enters into derivative financial instrument agreements only with counterparties meeting certain credit standards (a credit rating of A/A2 or better at the time of the agreement) and limits the amount of agreements or contracts it enters into with any one party. The Company may be exposed to credit losses in the event of nonperformance by individual counterparties or the entire group of counterparties.

J. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use

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of unobservable inputs when measuring fair value. U.S. GAAP prescribes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 inputs are considered to carry the most weight within the fair value hierarchy due to the low levels of judgment required in determining fair values.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions. Level 3 inputs are considered to carry the least weight within the fair value hierarchy due to substantial levels of judgment required in determining fair values.

The Company uses the market approach to measure fair value for its mutual funds, time deposits and derivative instruments. The Company’s interest rate swaps were primarily valued using the 3-month LIBOR rate. The Company’s put option contracts, as well as its foreign exchange forward contracts, are primarily valued using the appropriate foreign exchange spot rates. The Company’s precious metal forward contracts are primarily valued using the relevant precious metal spot rate. For further information on the Company’s hedging instruments and program, see “Note I. Hedging Instruments.”

Financial assets and liabilities carried at fair value at January 31, 2013 are classified in the table below in one of the three categories described above:


			Estimated Fair Value
(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total Fair Value
Mutual funds ^a	$	44,114	$	44,114	$	—	$	—	$	44,114
Time deposits ^b		1,363		1,363		—		—		1,363
Derivatives designated as hedging instruments:
Precious metal forward contracts ^b		1,066		—		1,066		—		1,066
Put option contracts ^b		1,449		—		1,449		—		1,449
Foreign exchange forward contracts ^b		17,177		—		17,177		—		17,177
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts ^b		342		—		342		—		342

Total financial assets	$	65,511	$	45,477	$	20,034	$	—	$	65,511

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			Estimated Fair Value
(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total Fair Value
Derivatives designated as hedging instruments:
Precious metal forward contracts ^c	$	704	$	—	$	704	$	—	$	704

Total financial liabilities	$	704	$	—	$	704	$	—	$	704

Financial assets and liabilities carried at fair value at January 31, 2012 are classified in the table below in one of the three categories described above:


			Estimated Fair Value
(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total Fair Value
Mutual funds ^a	$	39,542	$	39,542	$	—	$	—	$	39,542
Time deposits ^b		8,236		8,236		—		—		8,236
Derivatives designated as hedging instruments:
Interest rate swaps ^a		406		—		406		—		406
Precious metal forward contracts ^b		2,758		—		2,758		—		2,758
Foreign exchange forward contracts ^b		70		—		70		—		70
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts ^b		240		—		240		—		240

Total financial assets	$	51,252	$	47,778	$	3,474	$	—	$	51,252


			Estimated Fair Value
(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total Fair Value
Derivatives designated as hedging instruments:
Foreign exchange forward contracts ^c	$	3,855	$	—	$	3,855	$	—	$	3,855
Precious metal forward contracts ^c		3,071		—		3,071		—		3,071

Total financial liabilities	$	6,926	$	—	$	6,926	$	—	$	6,926

^a	Included within Other assets, net.

^b	Included within Prepaid expenses and other current assets.

^c	Included within Accounts payable and accrued liabilities.

The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates carrying value due to the short-term maturities of these assets and liabilities and would be measured using Level 1 inputs. The fair value of debt with variable interest rates approximates carrying value and is measured using Level 2 inputs. The fair value of debt with fixed interest rates was determined using the quoted market prices of debt instruments with

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similar terms and maturities, which are considered Level 2 inputs. The total carrying value of short-term borrowings and long-term debt was $959,272,000 and $712,147,000 and the corresponding fair value was approximately $1,100,000,000 and $860,000,000 at January 31, 2013 and 2012.

K. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain office, distribution, retail and manufacturing facilities, land and equipment. Retail store leases may require the payment of minimum rentals and contingent rent based on a percentage of sales exceeding a stipulated amount. The lease agreements, which expire at various dates through 2051, are subject, in many cases, to renewal options and provide for the payment of taxes, insurance and maintenance. Certain leases contain escalation clauses resulting from the pass-through of increases in operating costs, property taxes and the effect on costs from changes in consumer price indices.

Rent-free periods and other incentives granted under certain leases and scheduled rent increases are charged to rent expense on a straight-line basis over the related terms of such leases. Lease expense includes predetermined rent escalations (including escalations based on the Consumer Price Index or other indices) and is recorded on a straight-line basis over the term of the lease. Adjustments to indices are treated as contingent rent and recorded in the period that such adjustments are determined.

The Company entered into sale-leaseback arrangements for its Retail Service Center, a distribution and administrative office facility in New Jersey, in 2005 and for the TIFFANY & CO. stores in Tokyo’s Ginza shopping district and on London’s Old Bond Street in 2007. These sale-leaseback arrangements resulted in total deferred gains of $144,505,000 which will be amortized in SG&A expenses over periods that range from 15 to 20 years. As of January 31, 2013, $96,724,000 of these deferred gains remained to be amortized.

In April 2010, Tiffany committed to a plan to consolidate and relocate its New York headquarters staff to a single location in New York City from three separate locations leased in midtown Manhattan. The move occurred in June 2011. Tiffany has subleased most of those previously occupied properties through the end of their lease terms which run through 2015, but has recovered only a portion of its rent obligations due to market conditions. Tiffany recorded expenses of $42,719,000 during the year ended January 31, 2012 (primarily within SG&A expenses), of which $30,884,000 was related to the fair value of the remaining non-cancelable lease obligations reduced by the estimated sublease rental income. The remaining expense of $11,835,000 in 2011 and expense of $17,635,000 in 2010 (primarily recorded in SG&A expenses) was due to the acceleration of the useful lives of certain property and equipment, incremental rent during the transition period and lease termination payments.

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The following is a reconciliation of the accrued exit charges, recorded within other long-term liabilities, associated with the relocation:


(in thousands)
Opening balance, June 30, 2011	$	30,884
Cash payments, net of estimated sublease income		(7,340	)
Interest accretion		436

January 31, 2012	$	23,980
Cash payments, net of estimated sublease income		(8,371	)
Interest accretion		555

January 31, 2013	$	16,164

Rent expense for the Company’s operating leases consisted of the following:


	Years Ended January 31,
(in thousands)	2013		2012		2011
Minimum rent for retail locations	$	127,267	$	107,814	$	96,810
Contingent rent based on sales		31,918		36,357		24,642
Office, distribution and manufacturing facilities and equipment ^a		38,156		71,624		37,020

	$	197,341	$	215,795	$	158,472

^a	Expense in the year ended January 31, 2012 includes the $30,884,000 exit expense noted above.

In addition, the Company operates certain TIFFANY & CO. stores within various department stores and has agreements where the department store operators provide store facilities and other services. The Company pays the department store operators a percentage fee based on sales generated in these locations which totaled $120,967,000, $115,728,000 and $100,237,000 in 2012, 2011 and 2010, and which have been excluded from the table above.

Aggregate annual minimum rental payments under non-cancelable operating leases are as follows:


Years Ending January 31,	Annual Minimum Rental Payments (in thousands)
2014	$	203,479
2015		193,040
2016		167,690
2017		143,782
2018		129,074
Thereafter		694,129

Diamond Sourcing Activities

The Company has agreements with various diamond producers to purchase defined portions of their mines’ output at prevailing fair market prices. Under those agreements, management expects to purchase approximately $200,000,000 of rough diamonds in 2013. Purchases beyond 2013 that are contingent upon mine production at then-prevailing fair market prices cannot be reasonably estimated. The Company will also purchase rough diamonds from other suppliers, although there are no contractual obligations to
do so.

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In consideration of these diamond supply agreements, the Company has provided financing to certain of these suppliers. In March 2011, Laurelton Diamonds, Inc. (“Laurelton”), a direct, wholly-owned subsidiary of the Company, as lender, entered into a $50,000,000 amortizing term loan facility agreement (the “Loan”) with Koidu Holdings S.A. (“Koidu”), as borrower, and BSG Resources Limited, as a limited guarantor. Koidu operates a kimberlite diamond mine in Sierra Leone (the “Mine”) from which Laurelton now acquires diamonds. Koidu is required under the terms of the Loan to apply the proceeds of the Loan to capital expenditures necessary to increase the output of the Mine, among other purposes. The Loan is required to be repaid in full by March 2017 through semi-annual payments scheduled to begin in March 2013. Interest accrues at a rate per annum that is the greater of (i) LIBOR plus 3.5% or (ii) 4%. In consideration of the Loan, Laurelton entered into a supply agreement, pursuant to which Laurelton is required to purchase at fair market value diamonds recovered from the Mine that meet Laurelton’s quality standards. As of July 31, 2011, the Loan was fully funded. The assets of Koidu, including all equipment and rights in respect of the Mine, are subject to the security interest of a lender that is not affiliated with the Company. The Loan will be partially secured by diamonds that have been extracted from the Mine and that have not been sold to third parties. The Company has evaluated the variable interest entity consolidation requirements with respect to this transaction and has determined that it is not the primary beneficiary, as it does not have the power to direct any of the activities that most significantly impact Koidu’s economic performance. In March 2013, Koidu requested that the principal and interest payments due in 2013 under the Loan be deferred. The terms and conditions of the deferral are currently under negotiation. Based on management’s review, it was determined that the full amount outstanding under the Loan, including accrued interest, continues to be collectible.

The Company also provided financing of $8,015,000 and $6,605,000 during the years ended January 31, 2013 and 2012 to other diamond mining and exploration companies.

Contractual Cash Obligations and Contingent Funding Commitments

At January 31, 2013, the Company’s contractual cash obligations and contingent funding commitments were for inventory purchases of $300,876,000 (which includes the $200,000,000 obligation discussed in Diamond Sourcing Activities above), as well as for other contractual obligations of $66,931,000 (primarily for fixed royalty commitments, construction-in-progress and packaging supplies).

Litigation

All claims and counterclaims between and among the Swatch Parties and the Tiffany Parties under the Agreements will be determined through a confidential arbitration (the “Arbitration”). The Arbitration is pending before a three member arbitral panel (the “Panel”) convened pursuant to the Arbitration Rules of the Netherlands Arbitration Institute in the Netherlands.

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On September 12, 2011, the Swatch Parties publicly issued a Notice of Termination purporting to terminate the Agreements due to alleged material breach by the Tiffany Parties.

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In addition, the Company is, from time to time, involved in routine litigation incidental to the conduct of its business, including proceedings to protect its trademark rights, litigation with parties claiming infringement of patents and other intellectual property rights by the Company, litigation instituted by persons alleged to have been injured upon premises under the Company’s control and litigation with present and former employees and customers. Management believes that such pending litigation, individually and in the aggregate, will not have a significant effect on the Company’s financial position, earnings or cash flows.

L. RELATED PARTIES

The Company’s Chairman of the Board and Chief Executive Officer is a member of the Board of Directors of The Bank of New York Mellon, which serves as the Company’s lead bank for its Credit Facilities, provides other general banking services and serves as the trustee and an investment manager for the Company’s pension plan. Fees paid to the bank for services rendered and interest on debt amounted to $1,658,000, $1,526,000 and $1,067,000 in 2012, 2011 and 2010.

M. STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

The following sets forth the changes in each component of accumulated other comprehensive losses, net of tax:


(in thousands)	Foreign currency translation adjustments			Unrealized (loss) gain on marketable securities			Deferred hedging loss			Net unrealized loss on benefit plans			Accumulated other comprehensive loss
January 31, 2010	$	16,512		$	(1,899	)	$	(2,607	)	$	(45,271	)	$	(33,265	)
Period change, before tax		27,167			3,135			2,446			(11,365	)		21,383
Income tax (expense) benefit		(2,264	)		(1,094	)		(1,031	)		3,706			(683	)

January 31, 2011		41,415			142			(1,192	)		(52,930	)		(12,565	)
Period change, before tax		9,997			(19	)		(12,050	)		(118,366	)		(120,438	)
Income tax (expense) benefit		(2,203	)		7			4,513			45,556			47,873

January 31, 2012		49,209			130			(8,729	)		(125,740	)		(85,130	)
Period change, before tax		(11,567	)		2,646			7,729			(18,171	)		(19,363	)
Income tax benefit (expense)		6,422			(927	)		(2,207	)		7,330			10,618

January 31, 2013	$	44,064		$	1,849		$	(3,207	)	$	(136,581	)	$	(93,875	)

Stock Repurchase Program

In January 2008, the Company’s Board of Directors amended the existing share repurchase program to extend the expiration date of the program to January 2011 and to authorize the repurchase of up to an additional $500,000,000 of the Company’s Common Stock. In January 2011, the Company’s Board of Directors approved a new stock repurchase program (“2011 Program”) and terminated the previously existing program. The 2011 Program authorizes the Company to repurchase up to $400,000,000 of its Common Stock through open market or private transactions. The timing of repurchases and the actual number of shares to be repurchased depend on a variety of discretionary factors such as stock price, cash-flow forecasts and other market conditions. In January 2013, the Board of Directors extended the expiration date of the

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2011 Program to January 31, 2014 and approximately $163,794,000 remained available for share repurchases under this authorization.

The Company’s share repurchase activity was as follows:


	Years Ended January 31,
(in thousands, except per share amounts)	2013		2012		2011
Cost of repurchases	$	54,107	$	174,118	$	80,786
Shares repurchased and retired		813		2,629		1,843
Average cost per share	$	66.54	$	66.23	$	43.83

Cash Dividends

The Company’s Board of Directors declared quarterly dividends which, on an annual basis, totaled $1.25, $1.12 and $0.95 per share of Common Stock in 2012, 2011 and 2010.

On February 21, 2013, the Company’s Board of Directors declared a quarterly dividend of $0.32 per share of Common Stock. This dividend will be paid on April 10, 2013 to stockholders of record on March 20, 2013.

N. STOCK COMPENSATION PLANS

The Company has two stock compensation plans under which awards may be made: the Employee Incentive Plan and the Directors Option Plan, both of which were approved by the stockholders. No award may be made under the Employee Incentive Plan after April 30, 2015 or under the Directors Option Plan after May 15, 2018.

Under the Employee Incentive Plan, the maximum number of common shares authorized for issuance was 13,500,000, as amended (subject to adjustment). Awards may be made to employees of the Company or its related companies in the form of stock options, stock appreciation rights, shares of stock (or rights to receive shares of stock) and cash. Awards of shares (or rights to receive shares) reduce the above authorized amount by 1.58 shares for every share delivered pursuant to such an award. Awards made in the form of non-qualified stock options, tax-qualified incentive stock options or stock appreciation rights have a maximum term of 10 years from the grant date and may not be granted for an exercise price below fair market value.

The Company has granted time-vesting restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and stock options under the Employee Incentive Plan. Stock options vest in increments of 25% per year over four years. RSUs and PSUs issued to the executive officers vest at the end of a three-year period. RSUs issued to other management employees vest in increments of 25% per year over a four-year period. Vesting of all PSUs is contingent on the Company’s performance against pre-set objectives established by the Compensation Committee of the Company’s Board of Directors. The PSUs and RSUs require no payment from the employee. PSU and RSU payouts will be in shares of Company stock at vesting. Compensation expense is recognized using the fair market value at the date of grant and recorded ratably over the vesting period. However, PSU compensation expense may be adjusted over the vesting period if interim performance objectives are not met. Award holders are not entitled to receive dividends on unvested stock options, PSUs or RSUs.

Under the Directors Option Plan, the maximum number of shares of Common Stock authorized for issuance was 1,000,000 (subject to adjustment); awards may be made to non-employee directors

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of the Company in the form of stock options or shares of stock but may not exceed 25,000 (subject to adjustment) shares per non-employee director in any fiscal year. Awards of shares (or rights to receive shares) reduce the above authorized amount by 1.58 shares for every share delivered pursuant to such an award. Awards made in the form of stock options may have a maximum term of 10 years from the grant date and may not be granted for an exercise price below fair market value unless the director has agreed to forego all or a portion of his or her annual cash retainer or other fees for service as a director in exchange for below-market exercise price options. Director options vest immediately. Director RSUs vest over a one-year period.

The Company uses newly issued shares to satisfy stock option exercises and the vesting of PSUs and RSUs.

The fair value of each option award is estimated on the grant date using a Black-Scholes option valuation model and compensation expense is recognized ratably over the vesting period. The valuation model uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate the expected term of the option that represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date.


	Years Ended January 31,
	2013			2012			2011
Dividend yield		1.6	%		1.4	%		1.2	%
Expected volatility		42.2	%		40.0	%		37.9	%
Risk-free interest rate		1.0	%		1.5	%		2.8	%
Expected term in years		6			6			7

A summary of the option activity for the Company’s stock option plans is presented below:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (in thousands)
Outstanding at January 31, 2012		3,045,299		$	41.53		6.42	$	68,742
Granted		365,024			63.53
Exercised		(417,460	)		31.46
Forfeited/cancelled		(20,574	)		35.50

Outstanding at January 31, 2013		2,972,289		$	45.68		6.17	$	60,402

Exercisable at January 31, 2013		2,055,913		$	38.93		4.95	$	55,226

The weighted-average grant-date fair value of options granted for the years ended January 31, 2013, 2012 and 2011 was $21.78, $22.46 and $21.37. The total intrinsic value (market value on date of exercise less grant price) of options exercised during the years ended January 31, 2013, 2012 and 2011 was $14,359,000, $65,268,000 and $38,315,000.

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A summary of the activity for the Company’s RSUs is presented below:


	Number of Shares			Weighted-Average Grant-Date Fair Value
Non-vested at January 31, 2012		956,471		$	43.28
Granted		302,295			66.18
Vested		(320,214	)		37.92
Forfeited		(71,098	)		46.22

Non-vested at January 31, 2013		867,454		$	53.05

A summary of the activity for the Company’s PSUs is presented below:


	Number of Shares			Weighted-Average Grant-Date Fair Value
Non-vested at January 31, 2012		1,056,615		$	43.05
Granted		234,200			59.85
Vested		(287,894	)		23.21
Forfeited/cancelled		(14,103	)		41.35

Non-vested at January 31, 2013		988,818		$	53.14

The weighted-average grant-date fair value of RSUs granted for the years ended January 31, 2012 and 2011 was $57.89 and $46.22. The weighted-average grant-date fair value of PSUs granted for the years ended January 31, 2012 and 2011 was $57.34 and $55.05.

As of January 31, 2013, there was $63,547,000 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the Employee Incentive Plan and Directors Option Plan. The expense is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of RSUs vested during the years ended January 31, 2013, 2012 and 2011 was $21,752,000, $21,333,000 and $20,524,000. The total fair value of PSUs vested during the years ended January 31, 2013, 2012 and 2011 was $20,340,000, $193,000 and $174,000.

Total compensation cost for stock-based compensation awards recognized in income and the related income tax benefit was $26,938,000 and $9,541,000 for the year ended January 31, 2013, $30,447,000 and $11,073,000 for the year ended January 31, 2012 and $25,436,000 and $9,181,000 for the year ended January 31, 2011. Total compensation cost capitalized in inventory was not significant.

O. EMPLOYEE BENEFIT PLANS

Pensions and Other Postretirement Benefits

The Company maintains the following pension plans: a noncontributory defined benefit pension plan qualified in accordance with the Internal Revenue Service Code (“Qualified Plan”) covering substantially all U.S. employees hired before January 1, 2006, a non-qualified unfunded retirement income plan (“Excess Plan”) covering certain employees affected by Internal Revenue Service Code compensation limits, a non-qualified unfunded Supplemental Retirement Income Plan (“SRIP”) covering executive officers of the Company and a noncontributory defined benefit pension plan (“Japan Plan”) covering substantially all employees of Tiffany and Company Japan Inc.

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Qualified Plan benefits are based on (i) average compensation in the highest paid five years of the last 10 years of employment (“average final compensation”) and (ii) the number of years of service. Participants with at least 10 years of service who retire after attaining age 55 may receive reduced retirement benefits. The Company funds the Qualified Plan’s trust in accordance with regulatory limits to provide for current service and for the unfunded benefit obligation over a reasonable period and for current service benefit accruals. The Company made a $35,000,000 cash contribution to the Qualified Plan in 2012 and plans to contribute approximately $30,000,000 in 2013. However, this expectation is subject to change based on asset performance being significantly different than the assumed long-term rate of return on pension assets.

The Qualified Plan excludes all employees hired on or after January 1, 2006. Instead, employees hired on or after January 1, 2006 will be eligible to receive a defined contribution retirement benefit under the Employee Profit Sharing and Retirement Savings (“EPSRS”) Plan (see “Employee Profit Sharing and Retirement Savings Plan” below). Employees hired before January 1, 2006 will continue to be eligible for and accrue benefits under the Qualified Plan.

The Excess Plan uses the same retirement benefit formula set forth in the Qualified Plan, but includes earnings that are excluded under the Qualified Plan due to Internal Revenue Service Code qualified pension plan limitations. Benefits payable under the Qualified Plan offset benefits payable under the Excess Plan. Employees vested under the Qualified Plan are vested under the Excess Plan; however, benefits under the Excess Plan are subject to forfeiture if employment is terminated for cause and, for those who leave the Company prior to age 65, if they fail to execute and adhere to noncompetition and confidentiality covenants. The Excess Plan allows participants with at least 10 years of service who retire after attaining age 55 to receive reduced retirement benefits.

The SRIP supplements the Qualified Plan, Excess Plan and Social Security by providing additional payments upon a participant’s retirement. SRIP benefits are determined by a percentage of average final compensation; such percentage increases as specified service plateaus are achieved. Benefits payable under the Qualified Plan, Excess Plan and Social Security offset benefits payable under the SRIP. Under the SRIP, benefits vest when a participant both (i) attains age 55 while employed by the Company and (ii) has provided at least 10 years of service. Early vesting can occur on a change in control. In January 2009, the SRIP was amended to limit the circumstances in which early vesting can occur due to a change in control. Benefits under the SRIP are forfeited if benefits under the Excess Plan are forfeited.

Japan Plan benefits are based on monthly compensation and the number of years of service. Benefits are payable in a lump sum upon retirement, termination, resignation or death if the participant has completed at least three years of service.

The Company accounts for pension expense using the projected unit credit actuarial method for financial reporting purposes. The actuarial present value of the benefit obligation is calculated based on the expected date of separation or retirement of the Company’s eligible employees.

The Company provides certain health-care and life insurance benefits (“Other Postretirement Benefits”) for retired employees and accrues the cost of providing these benefits throughout the employees’ active service period until they attain full eligibility for those benefits. Substantially all of the Company’s U.S. full-time employees, hired on or before March 31, 2012, may become eligible for these benefits if they reach normal or early retirement age while working for the Company. The cost of providing postretirement health-care benefits is shared by the retiree and the Company, with retiree contributions evaluated annually and adjusted in order to maintain the Company/retiree cost-sharing target ratio. The life insurance benefits are noncontributory. The

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Company’s employee and retiree health-care benefits are administered by an insurance company, and premiums on life insurance are based on prior years’ claims experience.

Obligations and Funded Status

The following tables provide a reconciliation of benefit obligations, plan assets and funded status of the plans as of the measurement date:


	January 31,
	Pension Benefits						Other Postretirement Benefits
(in thousands)	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation at beginning of year	$	548,641		$	432,716		$	61,835		$	49,451
Service cost		18,058			14,105			2,382			2,198
Interest cost		26,796			25,321			2,839			3,101
Participants’ contributions		—			—			1,632			1,565
MMA retiree drug subsidy		—			—			131			200
Actuarial loss		59,910			93,636			442			9,111
Benefits paid		(18,770	)		(18,315	)		(3,538	)		(3,791	)
Translation		(3,097	)		1,178			—			—

Benefit obligation at end of year		631,538			548,641			65,723			61,835

Change in plan assets:
Fair value of plan assets at beginning of year		266,734			262,808			—			—
Actual return on plan assets		46,174			(4,351	)		—			—
Employer contribution		37,043			26,592			1,775			1,524
Participants’ contributions		—			—			1,632			1,565
MMA retiree drug subsidy		—			—			131			200
ERRP subsidy		—			—			—			502
Benefits paid		(18,770	)		(18,315	)		(3,538	)		(3,791	)

Fair value of plan assets at end of year		331,181			266,734			—			—

Funded status at end of year	$	(300,357	)	$	(281,907	)	$	(65,723	)	$	(61,835	)

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The following tables provide additional information regarding the Company’s pension plans’ projected benefit obligations and assets (included in pension benefits in the table above) and accumulated benefit obligation:


	January 31, 2013
(in thousands)	Qualified			Excess/SRIP			Japan			Total
Projected benefit obligation	$	509,538		$	105,503		$	16,497		$	631,538
Fair value of plan assets		331,181			—			—			331,181

Funded status	$	(178,357	)	$	(105,503	)	$	(16,497	)	$	(300,357	)

Accumulated benefit obligation	$	457,363		$	70,573		$	13,820		$	541,756


	January 31, 2012
(in thousands)	Qualified			Excess/SRIP			Japan			Total
Projected benefit obligation	$	436,481		$	94,784		$	17,376		$	548,641
Fair value of plan assets		266,734			—			—			266,734

Funded status	$	(169,747	)	$	(94,784	)	$	(17,376	)	$	(281,907	)

Accumulated benefit obligation	$	396,882		$	60,339		$	14,477		$	471,698

At January 31, 2013, the Company had a current liability of $4,834,000 and a non-current liability of $361,246,000 for pension and other postretirement benefits. At January 31, 2012, the Company had a current liability of $5,178,000 and a non-current liability of $338,564,000 for pension and other postretirement benefits.

Amounts recognized in accumulated other comprehensive loss consist of:


	January 31,
	Pension Benefits				Other Postretirement Benefits
(in thousands)	2013		2012		2013			2012
Net actuarial loss	$	214,725	$	196,610	$	12,867		$	12,455
Prior service cost (credit)		1,633		2,648		(5,057	)		(5,716	)

Total before tax	$	216,358	$	199,258	$	7,810		$	6,739

The estimated pre-tax amount that will be amortized from accumulated other comprehensive loss into net periodic benefit cost within the next 12 months is as follows:


(in thousands)	Pension Benefits		Other Postretirement Benefits
Net actuarial loss	$	20,811	$	384
Prior service cost (credit)		972		(659	)

	$	21,783	$	(275	)

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Components of Net Periodic Benefit Cost and

Other Amounts Recognized in Other Comprehensive Earnings


	Years Ended January 31,
	Pension Benefits									Other Postretirement Benefits
(in thousands)	2013			2012			2011			2013			2012			2011
Service cost	$	18,058		$	14,105		$	12,741		$	2,382		$	2,198		$	1,711
Interest cost		26,796			25,321			23,860			2,839			3,101			2,943
Expected return on plan assets		(20,416	)		(18,716	)		(17,568	)		—			—			—
Amortization of prior service cost		1,015			1,065			1,078			(659	)		(659	)		(659	)
Amortization of net loss		15,964			7,026			2,786			29			16			1

Net periodic benefit cost		41,417			28,801			22,897			4,591			4,656			3,996

Net actuarial loss		34,080			116,703			10,583			440			9,111			3,988
Recognized actuarial loss		(15,964	)		(7,026	)		(2,786	)		(29	)		(16	)		(1	)
Recognized prior service (cost) credit		(1,015	)		(1,065	)		(1,078	)		659			659			659

Total recognized in other comprehensive earnings		17,101			108,612			6,719			1,070			9,754			4,646

Total recognized in net periodic benefit cost and other comprehensive earnings	$	58,518		$	137,413		$	29,616		$	5,661		$	14,410		$	8,642

Assumptions

Weighted-average assumptions used to determine benefit obligations:


	January 31,
	2013			2012
Discount rate:
Qualified Plan		4.50	%		5.00	%
Excess Plan/SRIP		4.50	%		5.00	%
Japan Plan		1.25	%		1.50	%
Other Postretirement Benefits		4.50	%		5.25	%
Rate of increase in compensation:
Qualified Plan		2.75	%		2.75	%
Excess Plan		4.25	%		4.25	%
SRIP		7.25	%		7.25	%
Japan Plan		1.00	%		1.00	%

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Weighted-average assumptions used to determine net periodic benefit cost:


	Years Ended January 31,
	2013			2012			2011
Discount rate:
Qualified Plan		5.00	%		6.00	%		6.50	%
Excess Plan/SRIP		5.00	%		6.00	%		6.75	%
Japan Plan		1.50	%		1.75	%		3.00	%
Other Postretirement Benefits		5.25	%		6.25	%		6.75	%
Expected return on plan assets		7.50	%		7.50	%		7.50	%
Rate of increase in compensation:
Qualified Plan		2.75	%		3.50	%		3.75	%
Excess Plan		4.25	%		5.00	%		5.25	%
SRIP		7.25	%		8.00	%		8.25	%
Japan Plan		1.00	%		1.25	%		2.50	%

The expected long-term rate of return on Qualified Plan assets is selected by taking into account the average rate of return expected on the funds invested or to be invested to provide for benefits included in the projected benefit obligation. More specifically, consideration is given to the expected rates of return (including reinvestment asset return rates) based upon the plan’s current asset mix, investment strategy and the historical performance of plan assets.

Assumed health-care cost trend rates affect amounts reported for the Company’s postretirement health-care benefits plan. A one-percentage-point change in the assumed health-care cost trend rate would not have a significant effect on the Company’s accumulated postretirement benefit obligation or the aggregate service and interest cost components of the 2012 postretirement expense.

Plan Assets

The Company’s investment objectives, related to Qualified Plan assets, are the preservation of principal and the achievement of a reasonable rate of return over time. The Qualified Plan’s assets are allocated based on an expectation that equity securities will outperform debt securities over the long term. The Company’s target asset allocations are as follows: 60% – 70% in equity securities; 20% – 30% in debt securities; and 5% – 15% in other securities. The Company attempts to mitigate investment risk by rebalancing asset allocation periodically.

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The fair value of the Company’s Qualified Plan assets at January 31, 2013 and 2012 by asset category is as follows:


	Fair Value at		Fair Value Measurements Using Inputs Considered as*
(in thousands)	January 31, 2013		Level 1		Level 2		Level 3
Equity securities:
Common/collective trusts ^a	$	231,544	$	—	$	231,544	$	—
Fixed income securities:
Government bonds		30,320		25,374		4,946		—
Corporate bonds		24,429		—		24,429		—
Mortgage obligations		30,233		—		30,233		—
Other types of investments:
Limited partnerships		14,655		—		—		14,655

	$	331,181	$	25,374	$	291,152	$	14,655


	Fair Value at		Fair Value Measurements Using Inputs Considered as*
(in thousands)	January 31, 2012		Level 1		Level 2		Level 3
Equity securities:
Common/collective trusts ^a	$	187,141	$	—	$	187,141	$	—
Fixed income securities:
Government bonds		19,769		18,148		1,621		—
Corporate bonds		19,630		—		19,630		—
Mortgage obligations		28,630		—		28,630		—
Other types of investments:
Limited partnerships		11,564		—		—		11,564

	$	266,734	$	18,148	$	237,022	$	11,564

*	See Note J – Fair Value of Financial Instruments for a description of the levels of inputs.

^a	Common/collective trusts include investments in U.S. and international large, middle and small capitalization equities.

The changes in fair value of the Company’s Qualified Plan Level 3 assets for the years ended January 31, 2013 and 2012 are as follows:


(in thousands)	Limited partnerships			Multi-strategy hedge fund
January 31, 2011	$	13,059		$	68
Unrealized (loss) gain, net		(97	)		582
Realized gain (loss), net		624			(583	)
Purchases		1,641			—
Settlements		(3,663	)		(67	)

January 31, 2012		11,564			—
Unrealized gain, net		1,795			—
Realized loss, net		(1,270	)		—
Purchases		3,793			—
Settlements		(1,227	)		—

January 31, 2013	$	14,655		$	—

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Valuation Techniques

Investments in common/collective trusts are stated at estimated fair value which represents the net asset value of shares held by the Qualified Plan as reported by the investment advisor. Investments in limited partnerships are valued at estimated fair value based on financial information received from the investment advisor and/or general partner. The net asset value is based on the value of the underlying assets owned by the fund, minus its liabilities and then divided by the number of shares outstanding.

Securities traded on the national securities exchange (certain government bonds) are valued at the last reported sales price or closing price on the last business day of the fiscal year. Investments traded in the over-the-counter market and listed securities for which no sales were reported (certain government bonds, corporate bonds and mortgage obligations) are valued at the last reported bid price.

Investments in multi-strategy hedge funds were valued at fair value, generally at an amount equal to the net asset value of the investment in the underlying funds as determined by the underlying fund’s general partner or manager. If no such information was available, a value was determined by the investment manager.

Benefit Payments

The Company expects the following future benefit payments to be paid:


Years Ending January 31,	Pension Benefits (in thousands)		Other Postretirement Benefits (in thousands)
2014	$	19,751	$	2,088
2015		20,377		2,082
2016		20,110		2,030
2017		21,136		1,977
2018		23,321		1,968
2019–2023		138,650		10,547

Employee Profit Sharing and Retirement Savings Plan

The Company maintains an EPSRS Plan that covers substantially all U.S.-based employees. Under the profit-sharing feature of the EPSRS Plan, the Company makes contributions, in the form of newly-issued Company Common Stock, to the employees’ accounts based on the achievement of certain targeted earnings objectives established by, or as otherwise determined by, the Company’s Board of Directors. The Company recorded no expense in 2012 and an expense of $3,150,000 and $4,500,000 in 2011 and 2010. Under the retirement savings feature of the EPSRS Plan, employees who meet certain eligibility requirements may participate by contributing up to 50% of their annual compensation beginning in 2012, not to exceed Internal Revenue Service limits, and the Company may provide up to a 50% matching cash contribution up to 6% of each participant’s total compensation. The Company recorded expense of $7,278,000, $6,968,000 and $6,016,000 in 2012, 2011 and 2010. Contributions to both features of the EPSRS Plan are made in the following year.

Under the profit-sharing feature of the EPSRS Plan, the Company’s stock contribution is required to be maintained in such stock until the employee has two or more years of service, at which time the employee may diversify his or her Company stock account into other investment options

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provided under the plan. Under the retirement savings portion of the EPSRS Plan, the employees have the ability to elect to invest their contribution and the matching contribution in Company stock. At January 31, 2013, investments in Company stock represented 27% of total EPSRS Plan assets.

The EPSRS Plan provides a defined contribution retirement benefit (“DCRB”) to eligible employees hired on or after January 1, 2006. Under the DCRB, the Company makes contributions each year to each employee’s account at a rate based upon age and years of service. These contributions are deposited into individual accounts set up in each employee’s name to be invested in a manner similar to the retirement savings portion of the EPSRS Plan. The Company recorded expense of $3,387,000, $2,926,000 and $1,866,000 in 2012, 2011 and 2010.

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan for directors, executives and certain management employees, whereby eligible participants may defer a portion of their compensation for payment at specified future dates, upon retirement, death or termination of employment. The deferred compensation is adjusted to reflect performance, whether positive or negative, of selected investment options chosen by each participant during the deferral period. The amounts accrued under the plans were $24,463,000 and $20,816,000 at January 31, 2013 and 2012, and are reflected in other long-term liabilities. The Company does not promise or guarantee any rate of return on amounts deferred.

P. INCOME TAXES

Earnings from operations before income taxes consisted of the following:


	Years Ended January 31,
(in thousands)	2013		2012		2011
United States	$	510,853	$	448,780	$	352,126
Foreign		132,723		216,171		195,308

	$	643,576	$	664,951	$	547,434

Components of the provision for income taxes were as follows:


	Years Ended January 31,
(in thousands)	2013			2012			2011
Current:
Federal	$	167,462		$	181,935		$	149,815
State		28,461			35,109			36,580
Foreign		50,778			59,485			52,968

		246,701			276,529			239,363

Deferred:
Federal		378			(49,746	)		(52,452	)
State		223			(447	)		(8,220	)
Foreign		(19,883	)		(575	)		340

		(19,282	)		(50,768	)		(60,332	)

	$	227,419		$	225,761		$	179,031

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Reconciliations of the provision for income taxes at the statutory Federal income tax rate to the Company’s effective income tax rate were as follows:


	Years Ended January 31,
	2013			2012			2011
Statutory Federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of Federal benefit		3.0			3.3			2.8
Foreign losses with no tax benefit		0.5			0.2			0.6
Undistributed foreign earnings		(3.4	)		(4.0	)		(4.0	)
Net change in uncertain tax positions		0.9			0.3			0.3
Domestic manufacturing deduction		(1.4	)		(1.6	)		(1.2	)
Other		0.7			0.8			(0.8	)

		35.3	%		34.0	%		32.7	%

The Company has the intent to indefinitely reinvest any undistributed earnings of primarily all foreign subsidiaries. As of January 31, 2013 and 2012, the Company has not provided deferred taxes on approximately $474,000,000 and $403,000,000 of undistributed earnings. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. U.S. Federal income taxes of approximately $87,000,000 and $71,000,000 would be incurred if these earnings were distributed.

Deferred tax assets (liabilities) consisted of the following:


	January 31,
(in thousands)	2013			2012
Deferred tax assets:
Pension/postretirement benefits	$	131,974		$	123,721
Accrued expenses		28,637			30,219
Share-based compensation		25,252			24,312
Depreciation		49,159			42,141
Amortization		11,711			11,425
Foreign and state net operating losses		27,976			20,891
Sale-leaseback		57,955			73,562
Inventory		59,071			35,426
Accrued exit charges		6,193			9,233
Financial hedging instruments		13,824			4,054
Unearned income		11,022			13,638
Other		25,115			16,804

		447,889			405,426
Valuation allowance		(14,181	)		(13,570	)

		433,708			391,856

Deferred tax liabilities:
Foreign tax credit		(47,913	)		(38,294	)

Net deferred tax asset	$	385,795		$	353,562

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The Company has recorded a valuation allowance against certain deferred tax assets related to state and foreign net operating loss carryforwards where management has determined it is more likely than not that deferred tax assets will not be realized in the future. The overall valuation allowance relates to tax loss carryforwards and temporary differences for which no benefit is expected to be realized. Tax loss carryforwards of approximately $7,000,000 and $107,000,000 exist in certain state and foreign jurisdictions. Whereas some of these tax loss carryforwards do not have an expiration date, others expire at various times from 2014 through 2031.

The following table reconciles the unrecognized tax benefits:


	January 31,
(in thousands)	2013			2012			2011
Unrecognized tax benefits at beginning of year	$	25,509		$	32,273		$	32,226
Gross increases – tax positions in prior period		4,426			1,365			2,367
Gross decreases – tax positions in prior period		(1,713	)		(6,480	)		(2,003	)
Gross increases – current period tax positions		156			312			3,241
Settlements		—			(1,760	)		(1,394	)
Lapse of statute of limitations		(161	)		(201	)		(2,164	)

Unrecognized tax benefits at end of year	$	28,217		$	25,509		$	32,273

Included in the balance of unrecognized tax benefits at January 31, 2013, 2012 and 2011 are $17,564,000, $12,998,000 and $11,605,000 of tax benefits that, if recognized, would affect the effective income tax rate.

The Company recognizes interest expense and penalties related to unrecognized tax benefits within the provision for income taxes. During the years ended January 31, 2013, 2012 and 2011, the Company recognized approximately $650,000, $3,924,000 and $1,184,000 of expense associated with interest and penalties. Accrued interest and penalties are included within accounts payable and accrued liabilities and other long-term liabilities, and were $7,878,000 and $7,228,000 at January 31, 2013 and 2012.

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. As a matter of course, various taxing authorities regularly audit the Company. The Company’s tax filings are currently being examined by a number of tax authorities in various jurisdictions. Ongoing audits where subsidiaries have a material presence include New York state (tax years 2008–2010), New York City (tax years 2009–2010), New Jersey (tax years 2006–2009) and Japan (tax years 2009–2011), as well as an audit that is being conducted by the Internal Revenue Service (tax years 2006–2009). Tax years from 2004–present are open to examination in U.S. Federal and various state, local and foreign jurisdictions. The Company believes that its tax positions comply with applicable tax laws and that it has adequately provided for these matters. However, the audits may result in proposed assessments where the ultimate resolution may result in the Company owing additional taxes. Management anticipates that it is reasonably possible that the total gross amount of unrecognized tax benefits will decrease by approximately $20,000,000 in the next 12 months, a portion of which may affect the effective tax rate; however, management does not currently anticipate a significant effect on net earnings. Future developments may result in a change in this assessment.

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Q. SEGMENT INFORMATION

The Company’s products are primarily sold in TIFFANY & CO. retail locations around the world. Net sales by geographic area are presented by attributing revenues from external customers on the basis of the country in which the merchandise is sold.

In deciding how to allocate resources and assess performance, the Company’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of its reportable segments on the basis of net sales and earnings from operations, after the elimination of inter-segment sales and transfers. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Certain information relating to the Company’s segments is set forth below:


	Years Ended January 31,
(in thousands)	2013			2012			2011
Net sales:
Americas	$	1,839,969		$	1,805,783		$	1,574,571
Asia-Pacific		810,420			748,214			549,197
Japan		639,185			616,505			546,537
Europe		432,167			421,141			360,831

Total reportable segments		3,721,741			3,591,643			3,031,136
Other		72,508			51,294			54,154

	$	3,794,249		$	3,642,937		$	3,085,290

Earnings (losses) from operations: *
Americas	$	345,917		$	387,951		$	340,331
Asia-Pacific		188,510			205,711			133,448
Japan		204,510			184,767			162,800
Europe		90,955			105,728			88,309

Total reportable segments		829,892			884,157			724,888
Other		(6,254	)		(5,247	)		3,358

	$	823,638		$	878,910		$	728,246

*	Represents earnings (losses) from operations before unallocated corporate expenses, other operating expense and interest expense, financing costs and other income, net.

The Company’s CODM does not evaluate the performance of the Company’s assets on a segment basis for internal management reporting and, therefore, such information is not presented.

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The following table sets forth reconciliations of the segments’ earnings from operations to the Company’s consolidated earnings from operations before income taxes:


	Years Ended January 31,
(in thousands)	2013			2012			2011
Earnings from operations for segments	$	823,638		$	878,910		$	728,246
Unallocated corporate expenses		(126,421	)		(127,765	)		(115,830	)
Other operating expense		—			(42,719	)		(17,635	)
Interest expense, financing costs and other income, net		(53,641	)		(43,475	)		(47,347	)

Earnings from operations before income taxes	$	643,576		$	664,951		$	547,434

Unallocated corporate expenses includes certain costs related to administrative support functions which the Company does not allocate to its segments. Such unallocated costs include those for centralized information technology, finance, legal and human resources departments.

Other operating expense was related to Tiffany’s relocation of its New York headquarters staff to a single location (see “Note K. Commitments and Contingencies”).

Sales to unaffiliated customers and long-lived assets by geographic areas were as follows:


	Years Ended January 31,
(in thousands)	2013		2012		2011
Net sales:
United States	$	1,696,502	$	1,687,478	$	1,484,505
Japan		639,185		616,505		546,537
Other countries		1,458,562		1,338,954		1,054,248

	$	3,794,249	$	3,642,937	$	3,085,290

Long-lived assets:
United States	$	630,805	$	597,124	$	529,763
Japan		28,971		32,030		31,729
Other countries		200,480		171,014		135,486

	$	860,256	$	800,168	$	696,978

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Classes of Similar Products


	Years Ended January 31,
(in thousands)	2013		2012		2011
Net sales:
Statement, fine & solitaire jewelry	$	700,615	$	655,804	$	534,107
Engagement jewelry & wedding bands		1,093,411		1,058,921		853,488
Silver, gold & RUBEDO ^® metal jewelry		1,146,716		1,108,182		985,754
Designer jewelry		531,469		501,290		437,514
All other		322,038		318,740		274,427

	$	3,794,249	$	3,642,937	$	3,085,290

Certain reclassifications have been made to the prior years’ classes of similar products to conform to the current year presentation.

R. QUARTERLY FINANCIAL DATA (UNAUDITED)


	2012 Quarters Ended
(in thousands, except per share amounts)	April 30		July 31		October 31		January 31
Net sales	$	819,170	$	886,569	$	852,741	$	1,235,769
Gross profit		469,018		499,162		464,289		730,815
Earnings from operations		134,985		154,580		117,295		290,357
Net earnings		81,534		91,801		63,179		179,643
Net earnings per share:
Basic	$	0.64	$	0.72	$	0.50	$	1.42

Diluted	$	0.64	$	0.72	$	0.49	$	1.40


	2011 Quarters Ended
(in thousands, except per share amounts)	April 30 ^a		July 31 ^a		October 31		January 31
Net sales	$	761,018	$	872,712	$	821,767	$	1,187,440
Gross profit		443,693		514,697		475,849		716,915
Earnings from operations		135,966		140,540		146,177		285,743
Net earnings		81,063		90,043		89,689		178,395
Net earnings per share:
Basic	$	0.64	$	0.70	$	0.71	$	1.41

Diluted	$	0.63	$	0.69	$	0.70	$	1.39

Includes pre-tax charges of $8,221,000 and $34,497,000, for the quarters ended April 30 and July 31, which reduced net earnings per diluted share by $0.04 and $0.16 in the respective quarters, associated with Tiffany’s relocation of its New York headquarters staff to a single location (see “Note K. Commitments and Contingencies”).

Basic and diluted earnings per share are computed independently for each quarter presented. Accordingly, the sum of the quarterly earnings per share may not agree with the calculated full year earnings per share.

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Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

NONE

Item 9A.

Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), the Registrant’s chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, the Registrant’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Registrant in the reports that it files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

In the ordinary course of business, the Registrant reviews its system of internal control over financial reporting and makes changes to its systems and processes to improve controls and increase efficiency, while ensuring that the Registrant maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems and automating manual processes.

The Registrant’s chief executive officer and chief financial officer have determined that there have been no changes in the Registrant’s internal control over financial reporting during the period covered by this report identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

The Registrant’s management, including its chief executive officer and chief financial officer, necessarily applied their judgment in assessing the costs and benefits of such controls and procedures. By their nature, such controls and procedures cannot provide absolute certainty, but can provide reasonable assurance regarding management’s control objectives. Our chief executive officer and our chief financial officer have concluded that the Registrant’s disclosure controls and procedures are (i) designed to provide such reasonable assurance and (ii) are effective at that reasonable assurance level.

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Report of Management

Management’s Responsibility for Financial Information . The Company’s consolidated financial statements were prepared by management, who are responsible for their integrity and objectivity. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include amounts based on management’s best estimates and judgments.

Management is further responsible for maintaining a system of internal accounting control designed to provide reasonable assurance that the Company’s assets are adequately safeguarded, and that the accounting records reflect transactions executed in accordance with management’s authorization. The system of internal control is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and a program of internal audit.

The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their report is shown on page K-45. The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with financial management and the independent registered public accounting firm to discuss specific accounting, financial reporting and internal control matters. Both the independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee. Each year the Audit Committee selects the firm that is to perform audit services for the Company.

Management’s Report on Internal Control over Financial Reporting . Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a – 15(f). Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that internal control over financial reporting was effective as of January 31, 2013 based on criteria in Internal Control – Integrated Framework issued by the COSO. The effectiveness of the Company’s internal control over financial reporting as of January 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is shown on page K-45.

/s/ Michael J. Kowalski

Chairman of the Board and Chief Executive Officer

/s/ Patrick F. McGuiness

Senior Vice President and Chief Financial Officer

Item 9B.

Other Information.

NONE

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PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Incorporated by reference from the sections titled “Ownership by Directors, Director Nominees and Executive Officers,” “Compliance of Directors, Executive Officers and Greater-Than-Ten-Percent Stockholders with Section 16(a) Beneficial Ownership Reporting Requirements” and “DISCUSSION OF PROPOSALS PRESENTED BY THE BOARD. Item 1. Election of Directors” in Registrant’s Proxy Statement dated April 5, 2013.

CODE OF ETHICS AND OTHER CORPORATE GOVERNANCE DISCLOSURES

Registrant has adopted a Code of Business and Ethical Conduct for its Directors, Chief Executive Officer, Chief Financial Officer and all other officers of the Registrant. A copy of this Code is posted on the corporate governance section of the Registrant’s website, http://investor.tiffany.com/governance.cfm ; go to “Code of Conduct.” The Registrant will also provide a copy of the Code of Business and Ethical Conduct to stockholders upon request.

See Registrant’s Proxy Statement dated April 5, 2013, for information within the section titled “Business Conduct Policy and Code of Ethics.”

Item 11.

Executive Compensation.

Incorporated by reference from the section titled “COMPENSATION OF THE CEO AND OTHER EXECUTIVE OFFICERS” in Registrant’s Proxy Statement dated April 5, 2013.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Incorporated by reference from the section titled “OWNERSHIP OF THE COMPANY” in Registrant’s Proxy Statement dated April 5, 2013.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

See Executive Officers of the Registrant and Board of Directors information incorporated by reference from the sections titled “Independent Directors Constitute a Majority of the Board,” “TRANSACTIONS WITH RELATED PERSONS” and “EXECUTIVE OFFICERS OF THE COMPANY” in Registrant’s Proxy Statement dated April 5, 2013.

Item 14.

Principal Accounting Fees and Services.

Incorporated by reference from the section titled “Fees and Services of PricewaterhouseCoopers LLP” in Registrant’s Proxy Statement dated April 5, 2013.

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PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(a) List of Documents Filed As Part of This Report:

1. Financial Statements

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of January 31, 2013 and 2012.

Consolidated Statements of Earnings for the years ended January 31, 2013, 2012 and 2011.

Consolidated Statements of Comprehensive Earnings for the years ended January 31, 2013, 2012 and 2011.

Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2013, 2012 and 2011.

Consolidated Statements of Cash Flows for the years ended January 31, 2013, 2012 and 2011.

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

The following financial statement schedule should be read in conjunction with the Consolidated Financial Statements:

Schedule II—Valuation and Qualifying Accounts and Reserves.

All other schedules have been omitted since they are not applicable, not required, or because the information required is included in the consolidated financial statements and notes thereto.

3. Exhibits

The information called for by this item is incorporated herein by reference to the Exhibit Index in this report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


By:	/s/ Michael J. Kowalski	By:	/s/ Patrick F. McGuiness
	Michael J. Kowalski Chairman of the Board and Chief Executive Officer (principal executive officer) (director)		Patrick F. McGuiness Senior Vice President and Chief Financial Officer (principal financial officer)

By:	/s/ Henry Iglesias	By:	/s/ Rose Marie Bravo
	Henry Iglesias		Rose Marie Bravo
	Vice President and Controller (principal accounting officer)		Director

By:	/s/ Gary E. Costley	By:	/s/ Lawrence K. Fish
	Gary E. Costley		Lawrence K. Fish
	Director		Director

By:	/s/ Abby F. Kohnstamm	By:	/s/ Charles K. Marquis
	Abby F. Kohnstamm		Charles K. Marquis
	Director		Director

By:	/s/ Peter W. May	By:	/s/ William A. Shutzer
	Peter W. May Director		William A. Shutzer Director

By:	/s/ Robert S. Singer
	Robert S. Singer Director

March 28, 2013

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EXHIBIT INDEX

Exhibit Table (numbered in accordance with Item 601 of Regulation S-K)


Exhibit No.		Description

3.1		Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1 to Registrant’s Report on Form 8-K dated May 16, 1996, as amended by the Certificate of Amendment of Certificate of Incorporation dated May 20, 1999. Incorporated by reference from Exhibit 3.1 filed with Registrant’s Report on Form 10-Q for the Fiscal Quarter ended July 31, 1999.

3.1a		Amendment to Certificate of Incorporation of Registrant dated May 18, 2000. Incorporated by reference from Exhibit 3.1b to Registrant’s Annual Report on Form 10-K for the Fiscal Year ended January 31, 2001.

3.2		Restated By-Laws of Registrant, as last amended July 19, 2007. Incorporated by reference from Exhibit 3.2 to Registrant’s Report on Form 8-K dated July 20, 2007.

4a		Upon the request of the Securities and Exchange Commission, the Registrant will furnish a copy of all instruments defining the rights of holders of long-term debt of the Registrant.

10.1		Amended and Restated Agreement, dated as of December 27, 2012, by and between Tiffany and Company and Elsa Peretti. Incorporated by reference from Exhibit 10.123 filed with Registrant’s Report on Form 8-K dated January 2, 2013.

10.2		Agreement and Memorandum of Agreement made the 1 ^st day of February 2009 by and between Tiffany & Co. Japan Inc. and Mitsukoshi Ltd. of Japan. Incorporated by reference from Exhibit 10.128 filed with Registrant’s Report on Form 8-K dated February 18, 2009.

10.3		Ground Lease between Tiffany and Company and River Park Business Center, Inc., dated November 29, 2000. Incorporated by reference from Exhibit 10.145 filed with Registrant’s Annual Report on Form 10-K for the Fiscal Year ended January 31, 2005.

10.3a		First Addendum to the Ground Lease between Tiffany and Company and River Park Business Center, Inc., dated November 29, 2000. Incorporated by reference from Exhibit 10.145a filed with Registrant’s Annual Report on Form 10-K for the Fiscal Year ended January 31, 2005.

10.4		Three-Year Credit Agreement dated as of December 21, 2011 by and among Registrant, Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc. and each other Subsidiary of Registrant that is a Borrower and is a signatory thereto and The Bank of New York Mellon, as Administrative Agent, and various lenders party thereto. Incorporated by reference from Exhibit 10.146 filed with Registrant’s Report on Form 8-K dated December 23, 2011.

10.4a		Commitment Increase Supplement, dated as of July 26, 2012, to the Three Year Credit Agreement (see Exhibit 10.4 above) by and among the Registrant, Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto and The Bank of New York Mellon, as Administrative Agent. Incorporated by reference from Exhibit 10.146a filed with Registrant’s Report on Form 8-K dated July 27, 2012.

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Exhibit No.		Description

10.4b		Amendment No. 1 dated as of October 17, 2012, to the Three Year Credit Agreement (see Exhibit 10.4 above) by and among the Registrant, Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto and The Bank of New York Mellon, as Administrative Agent.

10.5		Guaranty Agreement dated as of December 21, 2011, with respect to the Three-Year Credit Agreement (see Exhibit 10.4 above) by and among Registrant, Tiffany and Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. and The Bank of New York Mellon, as Administrative Agent. Incorporated by reference from Exhibit 10.147 filed with Registrant’s Report on Form 8-K dated December 23, 2011.

10.6		Lease Agreement made as of September 28, 2005 between CLF Sylvan Way LLC and Tiffany and Company, and form of Registrant’s guaranty of such lease. Incorporated by reference from Exhibit 10.149 filed with Registrant’s Report on Form 8-K dated September 23, 2005.

10.7		Amended and Restated Note Purchase and Private Shelf Agreement dated as of July 25, 2012 by and among the Registrant and various institutional note purchasers with respect to the Registrant’s $100 million principal amount of 9.05% Series A Senior Notes due December 23, 2015, $150 million principal amount of 4.40% Series B-P Senior Notes due July 25, 2042 and private shelf facility. Incorporated by reference from Exhibit 10.155 filed with Registrant’s Report on Form 8-K dated July 27, 2012.

10.8		Amended and Restated Guaranty Agreement dated as of July 25, 2012 with respect to the Amended and Restated Note Purchase and Private Shelf Agreement (see Exhibit 10.7 above) by Tiffany and Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. in favor of each of the note purchasers. Incorporated by reference from Exhibit 10.156 filed with Registrant’s Report on Form 8-K dated July 27, 2012.

10.9		Form of Note Purchase Agreement dated as of February 12, 2009 by and between Registrant and certain subsidiaries of Berkshire Hathaway Inc. with respect to Registrant’s $125 million principal amount 10% Series A-2009 Senior Notes due February 13, 2017 and $125 million principal amount 10% Series B-2009 Senior Notes due February 13, 2019. Incorporated by reference from Exhibit 10.157 filed with Registrant’s Report on Form 8-K dated February 13, 2009.

10.10		Guaranty Agreement dated February 12, 2009 with respect to the Note Purchase Agreement (see Exhibit 10.9 above) by Tiffany and Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. in favor of each of the note purchasers. Incorporated by reference from Exhibit 10.158 filed with Registrant’s Report on Form 8-K dated February 13, 2009.

10.11		Amended and Restated Note Purchase and Private Shelf Agreement dated as of July 25, 2012 by and among the Registrant and various institutional note purchasers with respect to the Registrant’s $50 million principal amount of 10.0% Series A Senior Notes due April 9, 2018, $100 million principal amount of 4.40% Series B-M Senior Notes due July 25, 2042 and up to $50 million private shelf facility. Incorporated by reference from Exhibit 10.159 filed with Registrant’s Report on Form 8-K dated July 27, 2012.

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Exhibit No.		Description

10.12		Amended and Restated Guaranty Agreement dated as of July 25, 2012 with respect to the Amended and Restated Note Purchase and Private Shelf Agreement (see Exhibit 10.11 above) by Tiffany and Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. in favor of each of the note purchasers. Incorporated by reference from Exhibit 10.160 filed with Registrant’s Report on Form 8-K dated July 27, 2012.

10.13		Form of Note Purchase Agreement dated as of September 1, 2010 by and between Registrant and various institutional note purchasers with respect to the Registrant’s yen 10,000,000,000 principal amount 1.72% Senior Notes due September 1, 2016. Incorporated by reference from Exhibit 10.161 filed with Registrant’s Report on Form 10-Q for the Fiscal Quarter ended July 31, 2010.

10.14		Guaranty Agreement dated September 1, 2010 with respect to the Note Purchase Agreement (see Exhibit 10.13 above) by Tiffany and Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. Incorporated by reference from Exhibit 10.162 filed with Registrant’s Report on Form 10-Q for the Fiscal Quarter ended July 31, 2010.

10.15		Amortising term loan facility agreement dated March 30, 2011 between and among Koidu Holdings S.A. (as Borrower), BSG Resources Limited (as Guarantor) and Laurelton Diamonds, Inc. (as Original Lender). Incorporated by reference from Exhibit 10.163 filed with Registrant’s Report on Form 8-K dated March 30, 2011.

10.15a		Amendment Agreement dated as of May 10, 2011 with respect to the Amortising Term Loan Facility Agreement (see Exhibit 10.15 above) between and among Koidu Holdings S.A. (as Borrower), BSG Resources Limited (as Guarantor) and Laurelton Diamonds, Inc. (as Original Lender).

10.15b		Second Amendment Agreement dated as of February 12, 2013 with respect to the Amortising Term Loan Facility Agreement (see Exhibit 10.15 above) between and among Koidu Limited (as Borrower), BSG Resources Limited (as Guarantor) and Laurelton Diamonds, Inc. (as Original Lender).

10.16		Five-Year Credit Agreement dated as of December 21, 2011 by and among Registrant, Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc. and each other Subsidiary of Registrant that is a Borrower and is a signatory thereto and The Bank of New York Mellon, as Administrative Agent, and various lenders party thereto. Incorporated by reference from Exhibit 10.164 filed with Registrant’s Report on Form 8-K dated December 23, 2011.

10.16a		Commitment Increase Supplement, dated as of July 26, 2012, to the Five Year Credit Agreement (see Exhibit 10.16 above) by and among the Registrant, Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto and The Bank of New York Mellon, as Administrative Agent. Incorporated by reference from Exhibit 10.164a filed with Registrant’s Report on Form 8-K dated July 27, 2012.

10.16b		Amendment No. 1 dated as of October 17, 2012, to the Five Year Credit Agreement (see Exhibit 10.16 above) by and among the Registrant, Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto and The Bank of New York Mellon, as Administrative Agent.

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Exhibit No.		Description

10.17		Guaranty Agreement dated as of December 21, 2011, with respect to the Five Year Credit Agreement (see Exhibit 10.16 above) by and among Registrant, Tiffany and Company, Tiffany & Co. International and Tiffany & Co. Japan Inc. and The Bank of New York Mellon, as Administrative Agent. Incorporated by reference from Exhibit 10.165 filed with Registrant’s Report on Form 8-K dated December 23, 2011.

14.1		Code of Business and Ethical Conduct and Business Conduct Policy.

21.1		Subsidiaries of Registrant.

23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from Tiffany & Co.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2013, filed with the SEC, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Earnings; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; (vi) the Notes to the Consolidated Financial Statements; and (vii) Schedule II – Valuation and Qualifying Accounts and Reserves.

Executive Compensation Plans and Arrangements


Exhibit No.		Description

10.18		Form of Indemnity Agreement, approved by the Board of Directors on March 11, 2005 for use with all directors and executive officers (Corrected Version). Incorporated by reference from Exhibit 10.49a filed with Registrant’s Report on Form 8-K dated May 23, 2005.

10.19		Tiffany and Company Amended and Restated Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective September 4, 2012.

10.20		Registrant’s Amended and Restated Retirement Plan for Non-Employee Directors originally made effective January 1, 1989, as amended through January 21, 1999. Incorporated by reference from Exhibit 10.108 filed with Registrant’s Annual Report on Form 10-K for the Fiscal Year ended January 31, 1999.

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Exhibit No.		Description

10.21		Summary of informal incentive cash bonus plan for managerial employees. Incorporated by reference from Exhibit 10.109 filed with Registrant’s Report on Form 8-K dated March 16, 2005.

10.22		1994 Tiffany and Company Supplemental Retirement Income Plan, Amended and Restated as of January 31, 2009. Incorporated by reference from Exhibit 10.114 filed with Registrant’s Report on Form 8-K dated February 2, 2009.

10.23		Form of 2009 Retention Agreement between and among Registrant and Tiffany and Company and those executive officers indicated within the form and Appendices I and II to such Agreement. Incorporated by reference from Exhibit 10.127c filed with Registrant’s Report on Form 8-K dated February 2, 2009.

10.24		Summary of Executive Long Term Disability Plan available to executive officers.

10.24a		Group Long Term Disability Insurance Policy issued by First Unum Life Insurance, Policy No. 533717 001.

10.24b		Individual Disability Insurance Policy issued by Provident Life and Casualty Insurance Company.

10.24c		Individual Disability Insurance Policy issued by Lloyd’s of London.

10.25		Summary of arrangements for the payment of premiums on life insurance policies owned by executive officers. Incorporated by reference from Exhibit 10.137 filed with Registrant’s Report on Form 8-K dated February 2, 2009.

10.26		2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, Amended and Restated as of October 31, 2011. Incorporated by reference from Exhibit 10.138 filed with Registrant’s Report on Form 8-K dated January 27, 2012.

10.27		Registrant’s Amended and Restated 1998 Employee Incentive Plan effective May 19, 2005. Incorporated by reference from Exhibit 4.3 with Registrant’s Report on Form 8-K dated May 23, 2005.

10.28		Registrant’s 2005 Employee Incentive Plan as adopted May 19, 2005. Incorporated by reference from Exhibit 10.145 with Registrant’s Report on Form 8-K dated May 23, 2005.

10.28a		Registrant’s 2005 Employee Incentive Plan Amended and Adopted as of May 18, 2006. Incorporated by reference from Exhibit 10.151a filed with Registrant’s Report on Form 8-K dated March 26, 2007.

10.28b		Registrant’s 2005 Employee Incentive Plan Amended and Adopted as of May 21, 2009.

10.28c		Form of Fiscal 2013 Cash Incentive Award Agreement for certain executive officers adopted on March 21, 2013 under Registrant’s 2005 Employee Incentive Plan as Amended and Adopted as of May 18, 2006. Incorporated by reference from Exhibit 10.139d filed with Registrant’s Report on Form 8-K dated March 22, 2013.

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Exhibit No.		Description

10.28d		Terms of 2010 Performance-Based Restricted Stock Unit Grants to Executive Officers under Registrant’s 2005 Employee Incentive Plan as adopted on January 20, 2010 for use with grants made that same date and on January 20, 2011, amended and restated effective December 29, 2011. Incorporated by reference from Exhibit 10.140c filed with Registrant’s Report on Form 8-K dated January 27, 2012.

10.28e		Form of Non-Competition and Confidentiality Covenants for use in connection with Performance-Based Restricted Stock Unit Grants to Registrant’s Executive Officers and Time-Vested Restricted Unit Awards made to other officers of Registrant’s affiliated companies pursuant to the Registrant’s 2005 Employee Incentive Plan and pursuant to the Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits. Incorporated by reference from Exhibit 10.140a filed with Registrant’s Report on Form 8-K dated May 23, 2005.

10.28f		Form of Notice of Grant as referenced in and attached to the Terms of 2010 Performance-Based Restricted Stock Unit grants to Executive Officers under Registrant’s 2005 Employee Incentive Plan as adopted on January 20, 2010 (see Exhibit 10.28d above) and completed on March 17, 2010 for use with the grants made on January 20, 2010. Incorporated by reference from Exhibit 10.140d filed with Registrant’s Report on Form 8-K dated March 25, 2010.

10.28g		Terms of Stock Option Award (Standard Non-Qualified Option) under Registrant’s 2005 Employee Incentive Plan as revised March 7, 2005. Incorporated by reference from Exhibit 10.143 filed with Registrant’s Report on Form 8-K dated March 16, 2005.

10.28h		Terms of Stock Option Award (Standard Non-Qualified Option) under Registrant’s 2005 Employee Incentive Plan as revised May 19, 2005. Incorporated by reference from Exhibit 10.143a filed with Registrant’s Report on Form 8-K dated May 23, 2005.

10.28i		Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2005 Employee Incentive Plan as revised March 7, 2005 (form used for Executive Officers). Incorporated by reference from Exhibit 10.144 filed with Registrant’s Report on Form 8-K dated March 16, 2005.

10.28j		Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2005 Employee Incentive Plan as revised May 19, 2005 (form used for Executive Officers). Incorporated by reference from Exhibit 10.144a filed with Registrant’s Report on Form 8-K dated May 23, 2005.

10.28k		Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2005 Employee Incentive Plan as revised January 14, 2009 (form used for grants made to Executive Officers subsequent to that date). Incorporated by reference from Exhibit 10.144b filed with Registrant’s Report on Form 8-K dated February 2, 2009.

10.28l		Terms of Time-Vested Restricted Stock Unit Grants under Registrant’s 2005 Employee Incentive Plan as revised January 14, 2009 (form used for grants made to employees other than Executive Officers subsequent to that date). Incorporated by reference from Exhibit 10.150a filed with Registrant’s Report on Form 8-K dated February 2, 2009.

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Exhibit No.		Description

10.28m		Terms of Time-Vested Restricted Stock Unit Grants to certain Executive Officers under Registrant’s 2005 Employee Incentive Plan. Incorporated by reference from Exhibit 10.161 filed with Registrant’s Report on Form 8-K dated March 21, 2011.

10.29		Registrant’s 1998 Directors Option Plan. Incorporated by reference from Exhibit 4.3 to Registrant’s Registration Statement on Form S-8, file number 333-67725, filed November 23, 1998.

10.29a		Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 1998 Directors Option Plan as revised March 7, 2005. Incorporated by reference from Exhibit 10.142 filed with Registrant’s Report on Form 8-K dated March 16, 2005.

10.30		Registrant’s 2008 Directors Equity Compensation Plan. Incorporated by reference from Exhibit 4.3a filed with Registrant’s Report on Form 8-K dated March 23, 2009.

10.30a		Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2008 Directors Equity Compensation Plan.

10.30b		Terms of Time-Vested Restricted Stock Unit Grants under Registrant’s 2008 Directors Equity Compensation Plan.

10.31		Share Ownership Policy for Executive Officers and Directors, Amended and Restated as of March 21, 2013. Incorporated by reference from Exhibit 10.152 filed with Registrant’s Report on Form 8-K dated March 22, 2013.

10.32		Senior Executive Employment Agreement between Frederic Cumenal and Tiffany and Company, effective as of March 10, 2011. Incorporated by reference from Exhibit 10.154 filed with Registrant’s Report on Form 8-K dated March 21, 2011.

10.33		Comprehensive Retirement Non-Competition Agreement between James E. Quinn and Registrant entered into on January 19, 2012, with an effective Date of Retirement of February 1, 2012. Incorporated by reference from Exhibit 10.166 filed with Registrant’s Report on Form 8-K dated January 27, 2012.

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Tiffany & Co. and Subsidiaries

Schedule II—Valuation and Qualifying Accounts and Reserves

(in thousands)


Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions			Balance at end of period
Year Ended January 31, 2013:
Reserves deducted from assets:
Accounts receivable allowances:
Doubtful accounts	$	2,466	$	1,346	$	—	$	1,732	^a	$	2,080
Sales returns		9,306		3,367		—		5,043	^b		7,630
Allowance for inventory liquidation and obsolescence		53,938		32,228		—		31,991	^c		54,175
Allowance for inventory shrinkage		1,495		2,600		—		2,863	^d		1,232
Deferred tax valuation allowance		13,570		6,786		—		6,175	^e		14,181

a)	Uncollectible accounts written off.

b)	Adjustment related to sales returns previously provided for.

c)	Liquidation of inventory previously written down to market.

d)	Physical inventory losses.

e)	Reversal of deferred tax valuation allowance and utilization of deferred tax loss carryforward.

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Tiffany & Co. and Subsidiaries

Schedule II—Valuation and Qualifying Accounts and Reserves

(in thousands)


Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions			Balance at end of period
Year Ended January 31, 2012:
Reserves deducted from assets:
Accounts receivable allowances:
Doubtful accounts	$	4,705	$	1,057	$	—	$	3,296	^a	$	2,466
Sales returns		7,078		6,465		—		4,237	^b		9,306
Allowance for inventory liquidation and obsolescence		48,428		30,665		—		25,155	^c		53,938
Allowance for inventory shrinkage		1,074		2,502		—		2,081	^d		1,495
Deferred tax valuation allowance		22,579		1,590		—		10,599	^e		13,570

a)	Uncollectible accounts written off.

b)	Adjustment related to sales returns previously provided for.

c)	Liquidation of inventory previously written down to market.

d)	Physical inventory losses.

e)	Reversal of deferred tax valuation allowance and utilization of deferred tax loss carryforward.

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Tiffany & Co. and Subsidiaries

Schedule II—Valuation and Qualifying Accounts and Reserves

(in thousands)


Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions			Balance at end of period
Year Ended January 31, 2011:
Reserves deducted from assets:
Accounts receivable allowances:
Doubtful accounts	$	6,286	$	2,065	$	—	$	3,646	^a	$	4,705
Sales returns		6,606		2,075		—		1,603	^b		7,078
Allowance for inventory liquidation and obsolescence		46,234		25,608		—		23,414	^c		48,428
Allowance for inventory shrinkage		954		3,653		—		3,533	^d		1,074
Deferred tax valuation allowance		24,433		2,408		—		4,262	^e		22,579

a)	Uncollectible accounts written off.

b)	Adjustment related to sales returns previously provided for.

c)	Liquidation of inventory previously written down to market.

d)	Physical inventory losses.

e)	Reversal of deferred tax valuation allowances and utilization of deferred tax loss carryforwards.

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Exhibit 10.4b

EXECUTION COPY

TIFFANY & CO.

AMENDMENT NO. 1

AMENDMENT NO. 1 (this “ Amendment ”), dated as of October 17, 2012, to the Three Year Credit Agreement, dated as of December 21, 2011, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent (as amended and supplemented, and in effect on the date hereof, the “ Credit Agreemen t”).

RECITALS

Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Parent, on behalf of itself and the other Loan Parties, has requested an amendment to certain provisions of the Credit Agreement, and the Credit Parties are willing to consent to such amendment subject to the terms and conditions contained herein.

Accordingly, in consideration of the recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Section 1.1 of the Credit Agreement is hereby amended to amend and restate in its entirety the definition of “ Non-Core Currencies ” to read as follows:

“ Non-Core Currencies ”: Canadian Dollars, Czech Koruna, Euros (France), Hong Kong Dollars, Korean Won, Mexican Pesos, New Taiwan Dollars, Singapore Dollars, Swiss Francs and each other additional currency added pursuant to Section 2.7(c) or (d), and each lawful currency successor thereto, in each case constituting freely transferable lawful money of the country of issuance and in the case of each such currency is readily transferable and convertible into Dollars in the London interbank market, provided that Russian Rubles and each such other currency as shall be satisfactory to both the Administrative Agent and each applicable Lender that shall have agreed to provide an Individual Currency Commitment in such other currency shall not be required to be readily transferable and convertible into Dollars in the London interbank market; each a “ Non-Core Currency ”.

2. The last sentence of Section 3.3(a) of the Credit Agreement is hereby amended and restated as follows:

All Facility Fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed (including the first day and the last day).

3. This Amendment shall become effective upon satisfaction of the following conditions:

(a) the Administrative Agent shall have received from the Required Lenders, the Parent and each of the other Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic or facsimile transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment.

4. The Parent hereby represents and warrants to the Administrative Agent and each Lender that no Default or Event of Default shall have occurred and be continuing.

5. Except as set forth in this Amendment, the Loan Documents shall remain in full force and effect in accordance with their respective terms as in effect on the date hereof prior to giving effect to this Amendment, and no amendment, consent or waiver in respect of any term or condition of any Loan Document set forth in this Amendment shall be deemed to be an amendment, consent or waiver in respect of any other term or condition contained in any Loan Document.

6. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

7. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


TIFFANY & CO.,
a Delaware corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Vice President - Treasurer

TIFFANY AND COMPANY, a New York corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Vice President - Treasurer

TIFFANY & CO. INTERNATIONAL, a Delaware corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Treasurer

TIFFANY & CO. JAPAN INC., a Delaware corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Treasurer

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


TIFFANY & CO. SAS,
a French corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. PTE, LTD., a Singapore corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. LIMITED, a United Kingdom corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY KOREA LTD., a Republic of Korea corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. MEXICO, S.A. de CV., a Mexican corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Attorney In Fact

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


TIFFANY & CO. OF NEW YORK LIMITED,
a Hong Kong corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. (UK) HOLDINGS LIMITED, a United Kingdom corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. LUXEMBOURG S.A R.L., a Luxembourg corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. CANADA, a Canadian corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Treasurer

TIFFANY & CO. (CR) S.R.O., a Czech limited liability company

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Attorney by Power of Attorney

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


THE BANK OF NEW YORK MELLON,
as the Swing Line Lender, as the Issuing Bank,
as a Lender, and as Administrative Agent

By:		/s/ Thomas J. Tarasovich, Jr.
Name:		Thomas J. Tarasovich, Jr.
Title:		Vice President

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


ABN AMRO BANK N.V.

By:		/s/ Els Breyne
Name:		Els Breyne
Title:		PROXY HOLDER

By:		/s/ Frank Coenegrachts
Name:		Frank Coenegrachts
Title:		Chief Risk Officer

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


STANDARD CHARTERED BANK

By:		/s/ Bryan Walker
Name:		Bryan Walker
Title:		Director

By:		/s/ Wong Moy Hiang
Name:		Wong Moy Hiang
Title:		Standard Chartered Bank

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


JPMORGAN CHASE BANK, N.A.

By:		/s/ James A. Knight
Name:		James A. Knight
Title:		Vice President

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


MIZUHO CORPORATE BANK (USA)

By:		/s/ Tenya Mitsuboshi
Name:		Tenya Mitsuboshi
Title:		Deputy General Manager

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


BANK OF AMERICA, N.A.

By:		/s/ Jaime C. Eng
Name:		Jaime C. Eng
Title:		Vice President

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


HSBC BANK USA, N.A.

By:		/s/ Alan Zinser
Name:		Alan Zinser
Title:		VP — Global Relationship Manager

Tiffany

Amendment No. 1

2011 Three Year Credit Facility

INTERNAL—12


U.S. BANK NATIONAL ASSOCIATION

By:		/s/ Conan Schleicher
		Conan Schleicher
		Vice President

Tiffany

Amendment No. 1

2011 Three Year Credit Facility


WELLS FARGO BANK, N.A.

By:		/s/ James T. King
Name:		James T. King
Title:		Senior Vice President

Tiffany

Amendment No. 1

2011 Three Year Credit Facility

Exhibit 10.15a

Execution Version

Dated May 10 ^th , 2011

KOIDU HOLDINGS S.A.

(as Borrower)

and

BSG RESOURCES LIMITED

(as Guarantor)

and

LAURELTON DIAMONDS, INC.

(as Original Lender)

AMENDMENT AGREEMENT RELATING TO A US$50,000,000

AMORTISING TERM LOAN FACILITY AGREEMENT

DATED 30 MARCH 2011

THIS AMENDMENT AGREEMENT (the “Amendment Agreement”) is dated May 10 ^th , 2011 and made between:

(1)	KOIDU HOLDINGS S.A ., a company incorporated in the British Virgin Islands with registered number 552189 and which is registered to carry on business in Sierra Leone under registration number C.F.(F) 8/2003 (the “ Borrower ”);

(2)	BSG RESOURCES LIMITED , a company incorporated in Guernsey with registered number 46565 (the “ Guarantor ”); and

(3)	LAURELTON DIAMONDS, INC., a company incorporated under the laws of the State of Delaware, United States of America with registered number 01-0715717 (the “ Original Lender ”).

WHEREAS:

(A)	The Borrower, the Guarantor and the Original Lender (collectively, the “Parties” and any one of them, a “ Party ”) have entered into a US$50,000,000 amortising term loan facility agreement dated 30 March 2011 (the “Facility Agreement ”).

(B)	The Parties wish to amend the Facility Agreement on the terms and subject to the conditions set out in this Amendment Agreement.

It is agreed as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Amendment Agreement:

“Effective Date” means the date on which this Amendment Agreement has been executed and delivered by each of the Parties.

1.2

Incorporation of Defined Terms

(a)

Terms defined in the Facility Agreement shall, unless otherwise defined herein, have the same meaning in this Amendment Agreement.

(b)

The principles of construction set out in Clause 1.2 (Construction) of the Facility Agreement shall have effect as if set out in this Amendment Agreement mutatis mutandis.

(c)

This Amendment Agreement is intended to take effect as a deed notwithstanding that certain parties may have executed it under hand only.

1.3

Clauses

(a)

In this Amendment Agreement any reference to a “Clause” is, unless the context otherwise requires, a reference to a Clause to this Amendment Agreement.

- 2 -

(b)

Clause headings are for ease of reference only.

1.4

Third Party Rights

A person who is not a party to this Amendment Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment Agreement.

1.5

Designation as Finance Document

In accordance with the Facility Agreement, the Parties designate this Amendment Agreement as a Finance Document.

2.	AMENDMENTS

With effect from the Effective Date the Facility Agreement shall be amended by deleting Clause 8.2 of the Facility Agreement and replacing it with the following:

“8.2

Payment of Interest

8.2.1

For each Interest Period that ends on or before the second anniversary of the date of this Agreement, all accrued interest on each Loan during each such Interest Period shall be capitalised and added to the principal amount of each such Loan on the last day of each such Interest Period.

8.2.2

For each Interest Period that ends after the second anniversary of the date of this Agreement, the Borrower shall pay accrued interest on each Loan on the last day of each such Interest Period.”

3.	CONTINUITY AND FURTHER ASSURANCE

3.1

Continuing Obligations

The provisions of the Facility Agreement shall, save as amended hereby, continue in full force and effect.

3.2

Further Assurance

The Obligors shall do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Amendment Agreement.

4.	CONFIRMATION

Confirmation of Guarantee

The Guarantor acknowledges the amendments to be effected by this Amendment Agreement and confirms its guarantee, indemnity and other obligations under Clause 14 (Guarantee and Indemnity) of the Facility Agreement shall continue in full force and effect and extend to all obligations of the Borrower under the Finance Documents in accordance with (and for the duration provided for) in Clause 14 (Guarantee and Indemnity) of the Facility Agreement notwithstanding the amendments effected by this Amendment Agreement.

- 3 -

5.	MISCELLANEOUS

5.1

Incorporation of Provisions

The provisions of Clause 25 (Notices), Clause 27 (Partial Invalidity) and Clause 33 (Arbitration) of the Facility Agreement shall be incorporated into this Amendment Agreement as if set out in full herein and as if references in those Clauses to “this Agreement” or “the Finance Documents” are references to this Amendment Agreement.

5.2

Counterparts

This Amendment Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Amendment Agreement by e-mail attachment or fax shall be an effective mode of delivery.

6.	GOVERNING LAW

This Amendment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

Executed as a deed and delivered on the date appearing at the beginning of this Amendment Agreement.

- 4 -


Execution Page

The Borrower

EXECUTED and DELIVERED		)
as a Deed by		)
		)
Koidu Holdings S.A.		)
acting by its duly authorised director,		)
Margali Management Corp., acting by its		)
duly authorised representative		)
The Guarantor
SIGNED as a Deed by		)
		)
for and on behalf of		)
BSG Resources Limited		)
acting by its duly authorised director(s)		)
Sandra Merloni-Horemans Director
Sandra Merloni-Horemans Director		Director

		Director
The Original Lender

SIGNED by		)
		)
for and on behalf of Laurelton Diamonds,		)
Inc.		)

[Signature Page to Amendment Agreement]


Execution Page

The Borrower

EXECUTED and DELIVERED		)
as a Deed by		)
		)
Koidu Holdings S.A.		)
acting by its duly authorised director,		)
Margali Management Corp., acting by its		)
duly authorised representative		)

The Guarantor

SIGNED as a Deed by		)
		)
for and on behalf of		)
BSG Resources Limited		)
acting by its duly authorised director(s)		)
David Michael Clark		Director

		Director

The Original Lender

SIGNED by		)
		)
for and on behalf of Laurelton Diamonds,		)
Inc.		)

[Signature Page to Amendment Agreement]


Execution Page

The Borrower

EXECUTED and DELIVERED		)
as a Deed by		)
		)
Koidu Holdings S.A.		)
acting by its duly authorised director,		)
Margali Management Corp., acting by its		)
duly authorised representative		)

The Guarantor

SIGNED as a Deed by		)
		)
for and on behalf of		)
BSG Resources Limited		)
acting by its duly authorised director(s)		)


		Director

		Director

The Original Lender
SIGNED by		)
		)
for and on behalf of Laurelton Diamonds,		)
Inc.		)

James N. Fernandez Vice President

[Signature Page to Amendment Agreement]

Exhibit 10.15b

Dated February 12, 2013

KOIDU LIMITED

(as Borrower)

and

BSG RESOURCES LIMITED

(as Guarantor)

and

LAURELTON DIAMONDS, INC.

(as Original Lender)

SECOND AMENDMENT AGREEMENT RELATING TO A US$50,000,000

AMORTISING TERM LOAN FACILITY AGREEMENT

DATED 30 MARCH 2011

LOGO

THIS SECOND AMENDMENT AGREEMENT (the “Amendment Agreement”) is dated February 12, 2013 and made between:

(1)

KOIDU LIMITED (formerly Koidu Holdings S.A.), a company incorporated in the British Virgin Islands with registered number 552189 and which is registered to carry on business in Sierra Leone under registration number C.F.(F) 8/2003 (the “ Borrower ”);

(2)

BSG RESOURCES LIMITED , a company incorporated in Guernsey with registered number 46565 (the “ Guarantor ”); and

(3)

LAURELTON DIAMONDS, INC., a company incorporated under the laws of the State of Delaware, United States of America with registered number 01-0715717 (the “Original Lender” ).

WHEREAS:

(A)

The Borrower, the Guarantor and the Original Lender (collectively, the “ Parties ” and any one of them, a “ Party ”) have entered into a US$50,000,000 amortising term loan facility agreement dated 30 March 2011, as amended by an amendment agreement among the Parties dated 10 May 2011 (collectively, the “ Facility Agreement ”).

(B)

The Guarantor has completed an internal restructuring (the “Restructuring”) whereby the Borrower has become a wholly owned subsidiary of Octea Mining Ltd.

(C)

The Parties wish to amend the Facility Agreement to reflect the Restructuring on the terms and subject to the conditions set out in this Amendment Agreement.

It is agreed as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Amendment Agreement:

“Restructure Effective Date” has the meaning given to it in the SCB Facility, as amended and restated on or about the date of this Amendment Agreement.

1.2

Incorporation of Defined Terms

(a)

Terms defined in the Facility Agreement shall, unless otherwise defined herein, have the same meaning in this Amendment Agreement.

(b)

The principles of construction set out in Clause 1.2 (Construction) of the Facility Agreement shall have effect as if set out in this Amendment Agreement mutatis mutandis.

(c)

This Amendment Agreement is intended to take effect as a deed notwithstanding that certain parties may have executed it under hand only.

LOGO

- 2 -

1.3

Clauses

(a)

In this Amendment Agreement any reference to a “Clause” is, unless the context otherwise requires, a reference to a Clause to this Amendment Agreement.

(b)

Clause headings are for ease of reference only.

1.4

Third Party Rights

1.5

Designation as Finance Document

In accordance with the Facility Agreement, the Parties designate this Amendment Agreement as a Finance Document.

2.	AMENDMENTS

With effect from the Restructure Effective Date, the Facility Agreement shall be amended by deleting Clause 7.2.2(b) of the Facility Agreement and replacing it with the following:

“the Borrower ceasing to be Controlled by the Guarantor or Octea Mining Ltd; or”.

3.	CONTINUITY AND FURTHER ASSURANCE

3.1

Continuing Obligations

The provisions of the Facility Agreement shall, save as amended hereby, continue in full force and effect.

3.2

Further Assurance

The Obligors shall do all such acts and things necessary to give effect to the amendments effected or to be effected pursuant to this Amendment Agreement.

4.	MISCELLANEOUS

4.1

Incorporation of Provisions

4.2

Counterparts

LOGO

- 3 -


Execution Page

The Borrower

EXECUTED and DELIVERED	)
as a Deed by	)
	)
Koidu Limited	)
acting by its duly authorised director,	)
Margali Management Corp., acting by its	)
duly authorised representative	)
The Guarantor
SIGNED as a Deed by	)
	)
for and on behalf of	)
BSG Resources Limited	)
acting by its duly authorised director(s)	)

	Director

	Director	Sandra Merloni-Horemans Director

The Original Lender


The Original Lender

SIGNED by		)
		)
for and on behalf of Laurelton Diamonds,		)
Inc.		)

[Signature Page to Amendment Agreement]

Exhibit 10.16b

EXECUTION COPY

TIFFANY & CO.

AMENDMENT NO. 1

AMENDMENT NO. 1 (this “ Amendment ”), dated as of October 17, 2012, to the Five Year Credit Agreement, dated as of December 21, 2011, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent (as amended and supplemented, and in effect on the date hereof, the “ Credit Agreement ”).

RECITALS

Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1. Section 1.1 of the Credit Agreement is hereby amended to amend and restate in its entirety the definition of “ Non-Core Currencies ” to read as follows:

2. The last sentence of Section 3.3(a) of the Credit Agreement is hereby amended and restated as follows:

All Facility Fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed (including the first day and the last day).

3. This Amendment shall become effective upon satisfaction of the following conditions:

4. The Parent hereby represents and warrants to the Administrative Agent and each Lender that no Default or Event of Default shall have occurred and be continuing.

7. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


TIFFANY & CO.,
a Delaware corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Vice President - Treasurer

TIFFANY AND COMPANY, a New York corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Vice President - Treasurer

TIFFANY & CO. INTERNATIONAL, a Delaware corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Treasurer

TIFFANY & CO. JAPAN INC., a Delaware corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Treasurer

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


TIFFANY & CO. SAS,
a French corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. PTE, LTD., a Singapore corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. LIMITED, a United Kingdom corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY KOREA LTD., a Republic of Korea corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. MEXICO, S.A. de C.V., a Mexican corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Attorney In Fact

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


TIFFANY & CO. OF NEW YORK LIMITED,
a Hong Kong corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. (UK) HOLDINGS LIMITED, a United Kingdom corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. LUXEMBOURG S.A R.L., a Luxembourg corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Authorized Signatory

TIFFANY & CO. CANADA, a Canadian corporation

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Treasurer

TIFFANY & CO. (CR) S.R.O., a Czech limited liability company

By:		/s/ Michael W. Connolly
Name:		Michael W. Connolly
Title:		Attorney by Power of Attorney

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


THE BANK OF NEW YORK MELLON,
as the Swing Line Lender, as the Issuing Bank,
as a Lender, and as Administrative Agent

By:		/s/ Thomas J. Tarasovich, Jr.
Name:		Thomas J. Tarasovich, Jr.
Title:		Vice President

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


ABN AMRO BANK N.V.

By:		/s/ Els Breyne
Name:		Els Breyne
Title:		PROXY HOLDER

By:		/s/ Frank Coenegrachts
Name:		Frank Coenegrachts
Title:		Chief Risk Officer

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


STANDARD CHARTERED BANK

By:		/s/ Bryan Walker
Name:		Bryan Walker
Title:		Director

By:		/s/ Wong Moy Hiang
Name:		Wong Moy Hiang
Title:		Standard Chartered Bank

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


JPMORGAN CHASE BANK, N.A.

By:		/s/ James A. Knight
Name:		James A. Knight
Title:		Vice President

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


MIZUHO CORPORATE BANK (USA)

By:		/s/ Tenya Mitsuboshi
Name:		Tenya Mitsuboshi
Title:		Deputy General Manager

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


BANK OF AMERICA, N.A.

By:		/s/ Jaime C. Eng
Name:		Jaime C. Eng
Title:		Vice President

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


HSBC BANK USA, N.A.

By:		/s/ Alan Zinser
Name:		Alan Zinser
Title:		VP — Global Relationship Manager

Tiffany

Amendment No. 1

2011 Five Year Credit Facility

INTERNAL—12


U.S. BANK NATIONAL ASSOCIATION

By:		/s/ Conan Schleicher
		Conan Schleicher
		Vice President

Tiffany

Amendment No. 1

2011 Five Year Credit Facility


WELLS FARGO BANK, N.A.

By:		/s/ James T. King
Name:		James T. King
Title:		Senior Vice President

Tiffany

Amendment No. 1

2011 Five Year Credit Facility

Exhibit 14.1

TIFFANY & CO.

CODE OF BUSINESS AND ETHICAL CONDUCT FOR DIRECTORS, THE CHIEF

EXECUTIVE OFFICER, THE CHIEF FINANCIAL OFFICER AND ALL OTHER OFFICERS OF THE COMPANY

Directors of the Company, the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and all other officers of the Company ¹ hold an important and elevated role in corporate governance. Accordingly, this Code provides principles which these persons are expected to adhere to and to advocate in the performance of their corporate duties:

They must always promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest in personal and professional relationships.

They must not use their Company position for personal gain such as by soliciting or accepting for personal benefit business opportunities that might otherwise accrue to the benefit of the Company.

They must comply with applicable law.

In conformance to their obligations under law, they must provide the Securities and Exchange Commission, the public and other constituents with reports, documents and information that are timely and understandable.

They must act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.

They must respect the confidentiality of information acquired in the course of their duties except when authorized or otherwise legally obligated to disclose such information. Confidential information acquired in the course of their duties must not to be used for personal advantage.

They should proactively promote ethical behavior.

They must responsibly use and control all Company assets and resources employed or entrusted to them.

They must promptly report code violations and suspected illegal, unethical or otherwise dishonest activities to the attention of the VP Internal Audit, CFO, CEO and Audit Committee of the Board of Directors.

10.

They must conform to policies established by the Board of Directors with respect to trading in the Company’s securities.

11.

They must not take any action to fraudulently influence, coerce, manipulate, or mislead any auditor engaged in the performance of an audit for the purpose of rendering the financial statements materially misleading.

12.

Any waiver of this code of ethics may only be made by the Board of Directors.

¹	The term “all other officers of the Company” refers to those who are designated by the Board of Directors of Tiffany & Co., a Delaware corporation, as executive officers or officers for purposes of Section 16 of the Securities Exchange Act.

January

4, 2013

TIFFANY & CO. (AND CERTAIN AFFILIATED COMPANIES)

BUSINESS CONDUCT POLICY – WORLDWIDE

It is essential to the continued success of our Company that all employees understand and follow our Business Conduct Policy. This policy was developed to ensure that all employees understand what the Company requires them to do with respect to several situations. Briefly, it can be summarized as follows:

Confidential information must not be disclosed to people outside of the Company. This includes names of customers, financial or design information, etc.

Employees must safeguard customers and employees non-public personal information and comply with applicable privacy laws.

All employees must comply with applicable laws.

No employee should have a conflict of interest. For example, no employee should have a financial interest in, or a loan from, one of our vendors. No employee should work for one of our competitors, etc. No employee should purchase merchandise or services directly from one of our vendors, suppliers, or contractors.

Employees should not accept business gifts or services from anyone where the value exceeds the equivalent of US$200.

Employees are not allowed to bribe or pay off government officials, suppliers or others.

Employees may not process or authorize any transaction involving themselves, their family or any member of their household. This would include but is not limited to, sales, credits and any type of disbursements.

Employees may not use the employee discount for purchases on behalf of others or for resale. Employees may not purchase items from the Employee stores with the intent to resell the merchandise.

Employees may not share computer passwords or use another individual’s password.

10.

Employees are not permitted to expend Company funds to make political contributions except with the express permission of the General Counsel.

11.

Accounting, Internal Control and Auditing concerns must be reported directly to management or confidentially and anonymously through the Company’s hotline (Alertline) indicated below.

CONTACTS AND RESOURCES

Every employee has a responsibility to report violations of the above Policy. The Company maintains an “Open Door Policy” to discuss or report violations. This means you have the responsibility as well as the right to discuss any issue regarding this Policy with any management member of your department. If you are uncomfortable discussing a business conduct issue with a member of your own management team, under this policy you may contact Alertline, a third party service provider retained by the Company. You may contact Alertline on a confidential and anonymous basis if you wish to do so and your message will be passed on to the appropriate person or persons within the Company or on the Board of Directors. To contact Alertline call or write as follows:


• Phone Number -		1-877-806-RING (7464)
• Internet -		www.tiffany.com
• Ground Mail -		AlertLine-Tiffany & Co.
		PMB 3767
		13950 Ballantyne Corporate Place, Suite 300
		Charlotte, NC 28273

Concerns may be submitted in any language.

January 4, 2013

Exhibit 21.1 Tiffany & Co. Report on Form 10-K Page 1 of 2 Tiffany & Co. Subsidiaries (Note: Omitted from this list are certain subsidiaries that do not constitute Significant Subsidiaries (see Reg. S-X))

LOGO

Exhibit 21.1 Tiffany & Co. Report on Form 10-K Page 2 of 2 Tiffany & Co. Subsidiaries (Note: Omitted from this list are certain subsidiaries that do not constitute Significant Subsidiaries (see Reg. S-X))

LOGO

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-174528, 333-163369, 333-151257, 333-132947, 333-43978, 333-85199, 333-85201, 033-54847, 333-111258, 333-67723 and 333-67725) of Tiffany & Co. of our report dated March 28, 2013 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York

March 28, 2013

Exhibit 31.1

Tiffany & Co.

Report on Form 10-K

CERTIFICATION

I, Michael J. Kowalski, certify that:

1.	I have reviewed this report on Form 10-K of Tiffany & Co.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Exhibit 31.2

Tiffany & Co.

Report on Form 10-K

CERTIFICATION

I, Patrick F. McGuiness, certify that:

1.	I have reviewed this report on Form 10-K of Tiffany & Co.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

Tiffany & Co.

Report on Form 10-K

CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Tiffany & Co. (the “Company”) on Form 10-K for the period ended January 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Kowalski, as Chairman of the Board of Directors and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 28, 2013

/s/ Michael J. Kowalski

Michael J. Kowalski

Chairman and Chief Executive Officer

(principal executive officer)

Exhibit 32.2

Tiffany & Co.

Report on Form 10-K

CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Tiffany & Co. (the “Company”) on Form 10-K for the period ended January 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick F. McGuiness, as Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 28, 2013

/s/ Patrick F. McGuiness

Patrick F. McGuiness

Senior Vice President and

Chief Financial Officer

(principal financial officer)

Exhibit 10.19

TIFFANY AND COMPANY

AMENDED AND RESTATED

EXECUTIVE DEFERRAL PLAN

WHEREAS, effective October 1, 1989, Tiffany and Company, a New York corporation, established an unfunded executive deferral plan for the benefit of a select group of management or highly compensated employees;

WHEREAS, effective October 1, 1998, Tiffany and Company amended such plan to permit additional executives and the directors of its parent corporation, Tiffany & Co., a Delaware corporation, to participate and to provide certain additional alternatives with respect to compensation deferred in accordance with such plan;

WHEREAS, effective January 1, 2003, Tiffany and Company and its parent corporation further amended such plan to (i) eliminate Education Accounts, (ii) provide for the establishment of an unlimited number of Fixed Period Benefit subaccounts for pre-Retirement distributions, (iii) permit elections for deferral of Bonus Compensation to be made during the Plan Year that immediately proceeds the Plan Year in which such Bonus Compensation would otherwise be paid but limit deferral of Bonus Compensation to 90% of Bonus Compensation, (iv) allow the Administrator to make hardship distributions in circumstances that may or may not result from a Disability, (v) allow Participants to make daily changes in the Investment Funds used to value their respective Deferred Benefit Accounts, (vi) vary the Investment Funds available for such purposes and (vii) extend the Enrollment Period to the months of November and December each year.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

WHEREAS, effective November 1, 2005, Tiffany and Company and its parent corporation further amended such plan to (i) permit executives of Iridesse, Inc. to participate, (ii) bring the plan into compliance with Section 409A of the Code as follows: (a) by requiring a recently Eligible Employee who wishes to participate in the year he becomes eligible to make a written election to become a Participant within thirty (30) days of his becoming eligible; (b) by requiring that Participants who wish to defer Bonus Compensation elect to do so no later than six months before the end of the fiscal year to which such Bonus Compensation relates; (c) by requiring that elections to change the time and form of a distribution (i) be made at least twelve months in advance, and (ii) not defer distribution for a period of less than five years from the date such distribution would otherwise have been made; (d) requiring that Specified Employees not receive certain distributions resulting from a Termination of Service earlier than six months after the date of the Termination of Service; (e) providing that, in the event of plan termination, the Employer shall pay a benefit to the Participant or his Beneficiary as otherwise required under the plan; and (f) decreasing the minimum Retirement Account balance eligible for distribution on an installment basis; and (iii) make other miscellaneous modifications.

WHEREAS, effective January 1, 2006, Tiffany and Company and its parent corporation further amended such plan to change the Enrollment Period to the months of January through June each year, and to update such plan to reflect current operational practices.

WHEREAS, effective December 31, 2008, Tiffany and Company further amended such plan to change the definition of Termination of Service to ensure compliance with Section 409A of the Code.

WHEREAS, effective August 1, 2009, Tiffany and Company and its parent corporation further amended such plan to permit redirection of past contributions amongst Retirement Accounts.

WHEREAS, effective as of February 1, 2010, Tiffany and Company and its parent corporation further amended such plan to provide benefits for eligible participants whose DCRB contributions under the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan are limited by the Internal Revenue Code.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

WHEREAS, effective as of September 4, 2012, Tiffany and Company and its parent corporation further amended such plan to vary the Investment Funds used to value Deferred Benefit Accounts.

WHEREAS, the purpose of the plan is to provide selected executives and directors an opportunity to defer a portion of their compensation in a manner best suited to each participant’s individual needs.

NOW, THEREFORE, to carry the above intentions into effect, Tiffany and Company does enter into this Amended and Restated Plan effective as of September 4, 2012.

This Plan shall be known as the

TIFFANY AND COMPANY

EXECUTIVE DEFERRAL PLAN

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE I

DEFINITIONS

“Administrator” means the individual appointed to administer the Plan pursuant to Article VII.

“ Affiliate ” means, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

“Base Compensation” means a Participant’s salary and wages, including Executive Deferral Contributions made hereunder and any pretax elective deferrals to any Employer sponsored retirement savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code, but excluding bonuses and overtime, all other Employer contributions to benefit plans, remuneration attributable to Employer sponsored stock option plans and all other forms of remuneration or reimbursement.

“Beneficiary” means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments in the event of the Participant’s death. If a designated Beneficiary does not survive the Participant or if no Beneficiary is designated as provided above, the Beneficiary shall be the legal representative of the Participant’s estate. If a designated Beneficiary survives the Participant but dies before payment in full of benefits under this Plan has been made, the legal representative of such Beneficiary’s estate shall become the Beneficiary. References to a Participant in this Plan in connection with payments hereunder shall also refer to such Participant’s Beneficiary unless the context clearly requires otherwise.

“Benefit Distribution Date” means a future date (or dates) selected by a Participant during the applicable Enrollment Period within guidelines established by the Administrator, as adjusted as permitted in this Plan, on which the Participant shall be entitled to a benefit pursuant to this Plan equal to all or a designated portion of the balance of his Fixed Period Benefit Account.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Board” means the Board of Directors of Tiffany and Company, a New York corporation.

“Bonus Compensation” means cash compensation paid to a Participant, excluding Base Compensation, under the Employer’s bonus program or programs (including, but not limited to cash Incentive Awards under Section 8 of Parent’s 1998 Employee Incentive Plan or Section 8 of Parent’s 2005 Incentive Plan), as such may exist and be modified from time to time, and payable to a Participant following the conclusion of the Employer’s fiscal year in respect of service performed at any time during such fiscal year.

“Cause” means a termination of Participant’s employment, involuntary on Participant’s part, which is the result of:

(i)

Participant’s conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Employer or any of its Affiliates to public criticism or materially interfere with Participant’s continued service to the Employer or its Affiliate;

(ii)

Participant’s willful and unauthorized disclosure of material “Confidential Information” (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure actually results in substantive harm to the Employer’s or its Affiliate’s business or puts such business at an actual competitive disadvantage;

(iii)

Participant’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant’s superior (other than: (A) any such failure resulting from Participant’s incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant’s duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv)

Participant’s commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Employer or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Employer or any of its Affiliates;

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

(v)

A theft, fraud or embezzlement perpetrated by Participant upon Employer or any of its Affiliates.

For purposes of this definition, no act or failure to act on Participant’s part shall be deemed “willful” unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that such action or omission was in the best interests of, Employer or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

“Committee” means the Board of Directors of Tiffany, which shall have authority over this Plan.

“Compensation” means Base Compensation, Bonus Compensation and Directors Compensation in the aggregate.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“DCRB Contribution” shall have the meaning given such term under the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan.

“DCRB Plan” means the portion of the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan providing for “DCRB Contributions” as defined under such plan.

“Deferral Agreement” means a written or electronic agreement between a Participant and the Employer, whereby a Participant agrees to defer a portion of his Compensation and the Employer agrees to provide benefits pursuant to the provisions of this Plan.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Deferred Benefit Accounts” mean Retirement Accounts and Scheduled In-Service Withdrawal Accounts.

“Determination Date” shall mean the last business day of every month, for each Participant, his date of death, Retirement, or other termination of services with Employer and, with respect to Independent Directors only, termination of service as a Director.

“Director” means a member of Parent’s Board of Directors.

“Directors Compensation” means a Director’s annual retainer and any incremental annual retainer paid or payable by Parent to Director for service as a Director, including any per-meeting-attended compensation, but excluding Parent’s contributions to benefit and retirement plans, remuneration attributable to Parent-sponsored stock option plans and all other forms of remuneration or reimbursement.

“Disability” means a condition such that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of Participant’s Employer.

“Education Account” means a Deferred Benefit Account established pursuant to Section 4.1.

“Effective Date” means October 1, 1989.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Eligible Student” means an individual who is a relative of a Participant and who is younger than the age of 14 when a subaccount is initially established, pursuant to Section 4.3B.

“Eligible Employees” means Directors, all officers of the Employer, “director”-level employees of Employer, and such other management and other highly compensated employees of the Employer as identified and approved by the Committee.

“Employer” means Tiffany, Parent, and Irridesse, or any other business entity which adopts this Plan with consent of the Board of Directors of Parent.

“Enrollment Period” means, with respect to any Plan Year, the months of January through June in the year preceding such Plan Year. The Enrollment Period may be extended through July in the year preceding such Plan Year, upon an Eligible Employee’s request and at the Administrator’s discretion. With respect to a person who becomes an Eligible Employee during the course of a Plan Year, in respect of such Plan Year the Enrollment Period means the thirty day period following the date he becomes an Eligible Employee.

“Excess DCRB Contribution” means the Plan contribution described in Sections 3.3 and 3.4.

“Executive Deferral Contribution” means the Plan contribution described in Section 3.2.

“Fixed Period Benefit Account” means a Deferred Benefit Account established pursuant to Section 4.3C.

“Independent Director” means a Director who is not an employee of Employer at the time Participation in this Plan commences.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Investment Fund” or “Fund” means any one of the investment funds described in Schedule 4.5 which shall serve as means to measure value increases or decreases with respect to a Participant’s Deferred Benefit Accounts.

“Iridesse” means Iridesse, Inc., a Delaware corporation, and any successor organization.

“Non-Competition and Confidentiality Covenants” means an instrument in substantially the form of Exhibit A attached duly completed and executed by a Participant who is eligible to receive an Excess DCRB Contribution.

“Parent” means Tiffany & Co., a Delaware corporation, and any successor organization.

“Participant” means any Eligible Employee who has met the conditions for participation as set forth in Article II.

“Permitted Retirement Age” means that date on which the Participant has attained age 55, provided that if the Participant is an Independent Director the Permitted Retirement Age for such Participant shall be his age on the date his participation in the Plan commenced.

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Plan” means the Tiffany and Company Executive Deferral Plan as described in this instrument, as amended from time to time.

“Plan Year” means the period from the November 1, 1989 through December 31, 1989 and thereafter, the twelve (12) consecutive month period beginning on each January 1 and ending on each December 31.

“Pre-2005 Balances” means Deferred Benefit Account balances as of December 31, 2004, including any Investment Fund performance subsequent to December 31, 2004 (i) credited to such Accounts and (ii) attributable to balances as of December 31, 2004.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Retirement” means any Termination of Service by a Participant after attaining his Permitted Retirement Age, provided that if the Participant is an Independent Director, Retirement shall mean any Termination of Service after attaining his Permitted Retirement Age.

“Scheduled In-Service Withdrawal Account” means an Education Account or a Fixed Period Benefit Account, provided that, on and after January 1, 2003, all Education Accounts shall be converted to Fixed Period Benefit Accounts.

“Select Management Employee” means an Eligible Employee who has been appointed by the Board as an officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President, Chairman of the Board, chief operating officer, or who otherwise has been specifically designated a Select Management Employee by the Board. For the purpose of this definition, once a person has been appointed a Select Management Employee, he or she will be deemed, for the purposes of this Plan, to remain a Select Management Employee, regardless of any subsequent change in title or responsibility. Notwithstanding the foregoing, the term “Select Management Employee” does not include any person (a) whose principal place of work is outside the United States and (b) who is paid his Compensation from a foreign bank or bank branch or who is eligible to receive retirement, severance or similar benefits under foreign law or as a result of foreign custom.

“Specified Amount” means $130,000, adjusted as provided in Section 416(i)(1)(A) of the Code.

“Specified Employee” means (a) a Participant who is (i) an officer of the Employer by which such Participant is employed and (ii) who has an annual compensation greater than the Specified Amount, (b) a Participant who is a five-percent owner of the Employer by which such Participant is employed, or (c) a Participant who is a one-percent owner of the Employer by which such Participant is employed and having an annual compensation from the Employer of more than $150,000. Status as a Specified Employee shall be determined as of the December 31 most recently preceding Participant’s Termination of Service date.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Termination of Service” means:

(a) with respect to Participant who is not an Independent Director, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations. In determining whether a Participant who is not an Independent Director has experienced a Termination of Service, the following provisions shall apply:

(i)

Termination of Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

(ii)

If the Participant is on military leave, sick leave, or other bona fide leave of absence, other than a Disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b) With respect to a Participant who is an Independent Director, a “Termination of Service” shall occur when such Participant ceases to be a Director, provided that Director and Employer do not anticipate resumption of services as a Director or Employee.

(c) With respect to a Participant who serves simultaneously as a Director and an employee of Employer, a Termination of Service shall occur as described in paragraph (a) above for all contributions prior to such Termination of Service. Should such Participant continue as a Director following a Termination of Service pursuant to section (a) above, and continue executive deferral contributions under the Plan as an Independent Director, a Termination of Service shall occur pursuant to section (b) above for the purposes of such executive deferral contributions.

“Tiffany” means Tiffany and Company, a New York corporation, and any successor organization.

“Retirement Account” means a Deferred Benefit Account established pursuant to Section 4.1.

“Vested” means that portion of a Participant’s Deferred Benefit Accounts to which the Participant has a nonforfeitable right as defined in Section 5.1.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Treasury Regulations” means the Treasury Regulations promulgated pursuant to the Code, as amended from time to time.

ARTICLE II

MEMBERSHIP IN THE PLAN

2.1

Commencement of Participation. Each Eligible Employee who is an Eligible Employee at any time during the Enrollment Period for any Plan Year shall be eligible to become a Participant in the Plan as of the first day of such Plan Year. Notwithstanding the foregoing, but subject to the limitation expressed in Subsection 3.2 F below, each employee or Director who first becomes an Eligible Employee throughout the course of the Plan Year shall be eligible to become a Participant with respect to said Plan Year as of the first day of the month that is at least thirty (30) days after he is designated as an Eligible Employee provided that he shall have made a written election to become a Participant within thirty (30) days of such designation and provided further that such election shall not be effective with respect to Compensation earned for services performed prior to the date of such election. Moreover, effective on and after February 1, 2010, if an Eligible Employee who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the Code, the Eligible Employee shall receive an Excess DCRB Contribution under this Plan effective as of the date that such DCRB Contribution is made under the DCRB Plan regardless of whether the Eligible Employee has elected to participate in this Plan for any other purpose.

2.2

Procedure For and Effect of Admission. Each individual who becomes eligible for admission to participate in this Plan shall complete such forms and provide such data as are reasonably required by the Employer as a condition of such admission. By becoming a Participant, each individual shall for all purposes be deemed conclusively to have assented to the provisions of this Plan and all amendments hereto.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

2.3

Cessation of Participation. Except as provided in Section 3.4C, a Participant shall cease to be a Participant when he incurs a Termination of Service, or, for purposes of Excess DCRB Contributions, on the date on which he ceases to be a participant under the DCRB Plan. Such persons, and all active Participants on the termination of the Plan, shall be deemed “former active Participants”. Notwithstanding the foregoing, a former active Participant will be deemed a Participant, for all purposes of this Plan except with respect to contributions as described in Article III, as long as such former active Participant retains a benefit pursuant to the terms of Article VI.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE III

PLAN CONTRIBUTIONS

3.1

Executive Deferral Contribution. For each Plan Year, each Eligible Employee may, by timely filing a Deferral Agreement with the Administrator, authorize the Employer to reduce his Base Compensation, his Bonus Compensation, his Directors Compensation or any combination of the foregoing, by fixed percentages, and to have corresponding fixed dollar amounts credited to his Deferred Benefit Accounts in accordance with Section 4.2. Credit to Deferred Benefit Accounts shall be made in equal installments for each pay period in respect of Base Compensation reductions and in a lump sum for each payment in respect of Bonus Compensation and Directors Compensation reductions. Subject to the rules set forth in Section 3.2 below, each Eligible Employee shall file a Deferral Agreement with the Administrator or his appointee during the applicable Enrollment Period for each Plan Year.

3.2	Rules Governing Executive Deferral Contributions.

Throughout any one Plan Year, a Participant may defer all or any portion of his Compensation, except that a Participant may not defer: less than $2,000 in any Plan Year ending on or before December 31, 2002 or less than $1,000 in any other Plan Year (except Plan Years in which the Participant elects not to defer any portion of his Compensation); more than 50% of Base Compensation in any Plan Year; or more than 90% of Bonus Compensation payable in any Plan Year ending after December 31, 2002; or, for a person who becomes an Eligible Employee during the course of a Plan Year, any portion of Base Compensation or Bonus Compensation applicable to services performed prior to the Eligible Employee’s date of election in that Plan Year.

The amount of Compensation that a Participant elects to defer shall be credited to the Participant’s Deferred Benefit Accounts during each Plan Year on or about that date on which the Participant would have, but for his deferral election, have been paid such Compensation.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

An election to defer Compensation pursuant to this Plan is irrevocable and shall continue until the earlier of: (i) the Participant’s Termination of Service, or (ii) the end of the Plan Year for which the deferral is effective.

In respect of Bonus Compensation, an election to defer must be made no later than six months before the end of the fiscal year with respect to which such Bonus Compensation relates.

Except as expressly provided in subsection D. above, each Eligible Employee shall file a Deferral Agreement with the Administrator during the applicable Enrollment Period for the Plan Year in question.

No person who becomes an Eligible Employee during the course of Employer’s Fiscal Year may file a Deferral Agreement with respect to Bonus Compensation for that Fiscal Year except as expressly provided in subsection D. above.

3.3

Excess DCRB Contribution. Effective on and after February 1, 2010, if an Eligible Employee who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the Code, the Eligible Employee shall have an Excess DCRB Contribution credited to his Deferred Benefit Accounts in accordance with Section 4.2 effective as of the date such DCRB Contribution is made under the DCRB Plan, regardless of whether the Eligible Employee has elected to participate in this Plan for any other purpose.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

3.4	Rules Governing Excess DCRB Contributions.

The amount of an Excess DCRB Contribution shall equal the excess of (i) the amount of the DCRB Contribution that would have been made under the terms of the DCRB Plan without giving effect to the limit on compensation imposed by Section 401(a)(17) of the Code or the limit on annual additions imposed by Section 415 of the Code, over (ii) the actual amount of the DCRB Contribution made on behalf of such Eligible Employee.

No Deferral Agreement shall be required for an Excess DCRB Contribution.

If a Participant is eligible to continue receiving DCRB Contributions under the DCRB Plan while in receipt of payments under an employer-sponsored sickness or disability income plan or program, such Participant shall continue to be eligible to have allocations of Excess DCRB Contributions credited to his Deferred Benefit Accounts to the extent the requirements of Section 3.3 and this Section 3.4 are otherwise met. Such Excess DCRB Contributions may continue notwithstanding the Participant’s Termination of Service due to Disability.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE IV

PARTICIPANT’S ACCOUNTS

4.1	Establishment of Accounts. The following Deferred Benefit Accounts shall be established with respect to each Participant:

Retirement Account,

Scheduled In-Service Withdrawal Accounts.

All contributions on behalf of a Participant shall be deposited to the appropriate Deferred Benefit Account, in accordance with Section 4.2.

4.2

Deferred Benefit Allocation. Each Eligible Employee shall submit to the Administrator, before the close of the Enrollment Period for each Plan Year, a written statement specifying the Eligible Employee’s allocation of anticipated contributions with respect to his Deferred Benefit Accounts. Notwithstanding the foregoing, an Excess DCRB Contribution shall be allocated only to the Eligible Employee’s Retirement Account.

4.3	Suballocation Within the Deferred Benefit Accounts.

Retirement Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Retirement Account, he may, during each applicable Enrollment Period, direct tha t portion of his anticipated contributions to (i) a lump sum subaccount or to (ii) one of four installment subaccounts.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

A Participant entitled to receive Excess DCRB Contributions shall be permitted to select a Retirement subaccount for such contributions that is different from the Retirement subaccount selected for other contributions under the Plan. If a Participant entitled to receive an Excess DCRB Contribution has not selected a Retirement subaccount for such contributions, his Excess DCRB Contribution shall be allocated to the Retirement subaccount most recently selected by the Participant prior to the time such Excess DCRB Contribution is made or, if no such Retirement subaccount has been selected, to the lump sum subaccount. Notwithstanding the foregoing, if no Retirement subaccount has been selected by the Participant prior to his first Excess DCRB Contribution, the Participant shall be permitted to select a Retirement subaccount for such contribution (and for future Excess DCRB Contributions) at any time during the Enrollment Period ending in the calendar year in which such first Excess DCRB Contribution is made or such other time as may be permitted by the Administrator (but in no event later than December 31 of such calendar year).

Each Participant may only have one Retirement subaccount, except that a Participant entitled to receive Excess DCRB Contributions shall be permitted to have two Retirement subaccounts—one for Excess DCRB Contributions and one for other contributions under the Plan.

Subject to Section 6.1.F below, the lump sum Retirement subaccount will be paid out in a lump sum within ninety (90) days of Retirement, and the installment Retirement subaccount will be paid in five (5), ten (10), fifteen (15) or twenty (20) annual installments, all pursuant to Section 6.1. In the absence of such designation, contributions for that Plan Year will be paid out in a lump sum as aforesaid.

Participants may, by written election made before December 31, 2006, redirect contributions made before the date of such election to Participant’s Retirement Account from the lump sum Retirement subaccount or any of the three installment Retirement subaccounts to the lump sum account or to any of the four installment subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount; and (ii) that such redirection shall not affect payments the Participant would otherwise receive in calendar year 2005 or 2006.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

On and after August 1, 2009, Participants shall have a one-time option during his period of participation in the Plan to redirect, by written election, prior contributions to Participant’s Retirement Account from the lump sum Retirement subaccount or any of the four installment Retirement subaccounts to the lump sum Retirement account or to any of the four installment Retirement subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount (or two Retirement subaccounts in the case of a Participant who has received Excess DCRB Contributions and has selected a separate Retirement subaccount for such contributions); (ii) that Participant’s Retirement shall occur no earlier than one year after Participant’s written election for redirection is received by the Plan Administrator; and (iii) Participant elects that distributions under the Retirement Subaccount resulting from the redirection hereunder, whether in a lump sum account or any of the four installment subaccounts, shall commence five years after Participant’s Retirement. Should Participant’s Retirement occur within one year following the date on which the Plan Administrator receives the written election for redirection under this paragraph, such written election shall be deemed null and void and Participant’s prior written election shall apply. A Participant who has received Excess DCRB Contributions and has selected two Retirement subaccounts (one for Excess DCRB Contributions and one for other contributions under the Plan) shall be permitted to make the one-time election described in this paragraph with respect to each such Retirement subaccount, and such elections need not be made at the same time.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Education Subaccounts . In the event a Participant shall allocate a portion of his anticipated contributions to his Education Account, the Participant may further allocate amongst subaccounts on behalf of Eligible Students. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant’s Deferral Agreement, or such other forms as are required by the Administrator. In the absence of such suballocation, all contributions to the Participant’s Education Account shall be equally allocated among the Participant’s Education subaccounts. A Participant’s election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except in Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Education subaccount.

Notwithstanding the foregoing, no Education Accounts shall be established effective following the Plan Year ending December 31, 2002, and all Education Accounts in effect as of such date shall be converted to Fixed Period Benefit Accounts or subaccounts by filing a conversion schedule with the Administrator by which benefits payable in respect of each such Education Account and subaccount shall become payable upon a specific Benefit Distribution Date provided, however, that no conversion schedule shall permit amounts accumulated pursuant to the Plan prior to January 1, 2003 to be paid to a Participant or Beneficiary prior to the time such Participant or Beneficiary would have been entitled to such payment under the Plan as it existed prior to the amendments made effective January 1, 2003.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Fixed Period Benefit Subaccounts . In the event a Participant shall allocate a portion of his anticipated contributions to his Fixed Period Benefit Account, the Participant may further allocate amongst subaccounts differentiated by Benefit Distribution Dates. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant’s Deferral Agreement, or such other forms as are required by the Administrator, provided that (i) each Participant shall have a one-time option in respect of each of his Benefit Distribution Dates to change such Benefit Distribution Date to a date at least five years subsequent to such original Benefit Distribution Date and (ii) such option is exercised, if at all, at least one year prior to the original Benefit Distribution Date by written notice to the Administrator. In the absence of such suballocation, all contributions to the Participant’s Fixed Period Benefit Account shall be equally allocated among Participant’s subaccounts. A Participant’s election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except in Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Fixed Period subaccount. For elections made prior to November of 2002, a Participant shall not elect a Benefit Distribution Date with respect to the Fixed Period Benefit Account which occurs prior to twenty-four (24) months from the date on which the first contribution to such subaccount is first credited except as provided in Section 4.1 above. For elections made in or after November of 2002, a Participant shall not elect a Benefit Distribution Date with respect to a Scheduled In-Service Withdrawal Account which occurs prior to twenty-four (24) months from the last day in the Plan Year in which such election is made.

4.4

Irrevocable Benefit Allocation. Once an Eligible Employee has allocated anticipated contributions under the Plan and the Plan Year has begun, he may not modify, alter, amend or revoke said allocations. Notwithstanding, a Participant may, prior to the commencement of a new Plan Year, elect to modify, alter, amend or revoke his future allocations to his Deferred Benefit Accounts (other than allocations of Excess DCRB Contributions) to the extent the Administrator shall provide, effective the first day of such new Plan Year.

4.5

Directed Valuation of Deferred Benefit Accounts. As provided herein, a Participant may direct that his Deferred Benefit Accounts be valued, in accordance with Section 4.7, as if the account was invested in one or more of the Investment Funds listed in Schedule 4.5 attached. The Committee may, from time to time, add additional Investment Funds to Schedule 4.5. A Participant shall submit to the Plan Administrator in writing his investment selection for evaluation purposes. The Participant may select one or more investment funds in multiples of 1%. A Participant may make a separate selection with respect to each Deferred Benefit Account. Investment Fund elections may be made daily. The Committee may designate one or more Investment Funds to be used to value a Participant’s Deferred Benefit Accounts in the event the Participant fails to make an investment selection.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

4.6

Administration of Investments. The investment gain or loss with respect to contributions made to the Deferred Benefit Accounts on behalf of a Participant shall continue to be determined in the manner selected by the Participant, pursuant to Section 4.5, until a new designation is filed with the Plan Administrator. If any Participant fails to file a designation, he shall be deemed to have designated the first Investment Fund listed in Schedule 4.5 attached. A designation filed by a Participant changing his Investment Funds shall apply to future contributions and/or amounts already accumulated in his Deferred Benefit Accounts. A Participant may change his investment selection at any time throughout the course of each Plan Year. Notwithstanding the foregoing sentence, the Administrator retains the discretion to restrict the quantity of investment changes made by a participant in a Plan Year, should that Participant’s investment changes indicate market timing or other abuse.

4.7

Valuation of Deferred Benefit Accounts. The Deferred Benefit Accounts of each Participant shall be valued, on any date prior to complete distribution of all benefits due Participant under this Plan, based upon the performance of the Investment Fund(s) selected by the Participant. Such valuation shall reflect the net asset value expressed per share of the designated Investment Fund(s). The fair market value of an Investment Fund shall be determined by the Administrator. It shall represent the fair market value of all securities or other property held for the respective fund, plus cash and accrued earnings, less accrued expenses and proper charges against the fund. Each Deferred Benefit Account shall be valued separately. A valuation summary shall be prepared on each Determination Date.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

4.8

Investment Obligation of the Employer. Benefits are payable as they become due irrespective of any actual investments the Employer may make to meet its obligations. Neither the Employer, nor any trustee (in the event the Employer elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset, and any reference to investments or Investment Funds is solely for the purpose of computing the value of benefits. To the extent a Participant or any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured creditor of the Employer.

4.9

Change of Funds. In the event that any of the Investment Funds designated in Schedule 4.5 attached materially changes its investment objectives, adopts a plan of liquidation, ceases to report its net asset values or otherwise ceases to exist, the Employer may amend this Plan by designating new or additional funds for the purposes of Section 4.7 and each Participant shall redirect the valuation of his or her Deferred Benefit Accounts effective with the date of such amendment.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE V

VESTING

5.1 A. Vesting Schedule – Executive Deferral Contributions. A Participant shall have a fully Vested interest with respect to Executive Deferral Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts, in all instances and at all times.

B. Vesting Schedule – DCRB Contributions. A Participant shall be Vested in his Excess DCRB Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts if, and to the same extent, he is vested in his DCRB Contributions under the DCRB Plan.

C. Forfeiture of Vested DCRB Contributions . Notwithstanding Section 5.1B, any Excess DCRB Contributions and Investment Fund performance credited to such contributions in a Participant’s Deferred Benefit Accounts that would otherwise be payable to a Participant or to his Beneficiary shall be forfeited in the event that (i) the Participant’s employment with Employer is terminated by the Employer for Cause, (ii) the Participant voluntarily resigns from the Employer prior to reaching Participant’s Permitted Retirement Age and fails to execute and deliver to the Employer the Non-Competition and Confidentiality Covenants prior to the effective date of such resignation, or (iii) a former Participant who has executed and delivered the Non-Competition and Confidentiality Covenants breaches Section 2 of such Covenants.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE VI

BENEFITS/DISTRIBUTIONS

6.1	Termination of Service.

If a Participant incurs a Termination of Service for any reason, the Employer shall pay to the Participant, or to the Participant’s Beneficiary if applicable, a benefit equal to the value of Participant’s Deferred Benefit Accounts, determined pursuant to Section 4.7 and Section 5.1 on such distribution dates as may be applicable under this Article VI.

Subject to Section 6.1.F below, with the exception of funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service for any reason, the benefit hereunder, including funds allocated to the Participant’s Scheduled In-Service Withdrawal Accounts, shall be paid to the Participant or the Participant’s Beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service, provided that Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid.

Subject to Section 6.1.F below, with respect to funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service for any reason other than his Retirement or Disability, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant’s Beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service.

Subject to Section 6.1.F below, with respect to funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service by reason of his Retirement, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant’s Beneficiary, as provided in Section 6.2 below.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

With respect to funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service by reason of his Disability, the Participant shall remain as a Participant in the Plan but shall be ineligible for further contributions to his Deferred Benefit Accounts except as otherwise provided in Section 3.4C. In that circumstance, funds allocated to the Participant’s Retirement Account shall be paid to him commencing on his 65 ^th birthday in the form he elected pursuant to Section 4.3A.

Notwithstanding anything stated in this Plan to the contrary, if a Participant who is a Specified Employee incurs a Termination of Service, other than by reason of such Participant’s death or Disability, no distribution of, payment from or benefit in lieu of Participant’s Deferred Benefit Accounts other than Pre-2005 Balances shall be made until the expiration of a period of six months following such Separation of Service, and any payments otherwise scheduled under this Plan during such six-month period shall be deemed deferred until the earlier of the expiration of such six-month period or such Participant’s death. On the expiration of such six month period (or such Participant’s death) all such deferred payments shall be promptly made and all other payments shall be made as otherwise scheduled or provided for herein.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

6.2	Retirement Account—Form of Payment:

A. Subject to Section 6.1F, if the Participant’s Termination of Service shall occur as a result of Participant’s Retirement or Disability, and the Participant has elected deferrals to a lump sum subaccount under Section 4.3A, the value of such subaccount is to be paid to the Participant within 90 days of (i) the date of his Retirement, (ii) in the case of Participant who has made a written election on and after August 1, 2009 for redirection, pursuant to the fifth paragraph of 4.3A, the fifth anniversary of his Retirement, or (iii) in the case of Disability, his 65 ^th birthday; provided that, in all cases, Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid. Subject to Section 6.1F, if the Participant’s Termination of Service shall occur as a result of Participant’s Retirement or Disability, and the Participant has elected deferrals to an installment subaccount under Section 4.3A, the benefit in respect of such subaccount shall be paid by Employer to Participant in five, ten, 15 or 20 annual installments beginning within 90 days of (x) the date of his Retirement, (y) in the case of Participant’s written election on and after August 1, 2009 for redirection, pursuant to the fifth paragraph of 4.3A, the fifth anniversary of Participant’s Retirement, or (z) in the case of Disability, his 65 ^th birthday; provided that, in all cases, Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid; and with each subsequent annual installment to be paid on or before February 1 of each subsequent year, determined as follows:

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Five Annual Installments


Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)		20	%
2		25	%
3		33	%
4		50	%
5		100	%

Ten Annual Installments


Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)		10	%
2		11	%
3		13	%
4		14	%
5		17	%
6		20	%
7		25	%
8		33	%
9		50	%
10		100	%

Fifteen Annual Installments


Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement /5 ^th anniversary of Retirement/65 ^th birthday)		7	%
2		7	%
3		8	%
4		8	%
5		9	%
6		10	%
7		11	%
8		12	%
9		12	%
10		17	%
11		20	%
12		25	%
13		33	%
14		50	%
15		100	%

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Twenty Annual Installments


Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)		5	%
2		5	%
3		6	%
4		6	%
5		6	%
6		7	%
7		7	%
8		8	%
9		8	%
10		9	%
11		10	%
12		11	%
13		13	%
14		14	%
15		17	%
16		20	%
17		25	%
18		33	%
19		50	%
20		100	%

In the event a Participant receiving such installments dies before all installments are paid, his Beneficiary shall receive the balance remaining in such subaccount in a lump sum.

Subject to Section 6.1.F, notwithstanding any provision to the contrary, if at the time benefits are to commence, the Participant’s Retirement Account has a value less than $10,000, the Participant’s benefit hereunder shall be paid to the Participant as a lump sum within ninety (90) days of Participant’s Termination of Service, provided that Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

6.3	Education Account.

If a Participant does not incur a Termination of Service prior to January 1 of the calendar year in which an Eligible Student of the Participant attains a Determination Age , the Employer shall pay to the Participant a benefit, as soon as administratively possible, determined as follows:


Eligible Student’s Determination Age	Percentage of Eligible Student’s Subaccount
18		25	%
19		33	%
20		50	%
21		100	%

Subject to Section 6.1F if a Participant should incur a Termination of Service for any reason while having a balance in his Education Account, the Vested portion of the balance shall be distributed to the Participant, or Beneficiary if applicable, in accordance with Section 6.1.

Notwithstanding any provision to the contrary, if, on the January 1 of the calendar year in which an Eligible Student of Participant attains age 18, the Eligible Student’s subaccount has a balance of less than $20,000, then said balance shall be paid to the Participant as soon as administratively possible.

6.4	Fixed Period Benefit Account.

If a Participant does not incur a Termination of Service prior to a designated Benefit Distribution Date, the Employer shall pay to the Participant a benefit equal to the balance of the Participant’s subaccount which has been earmarked with respect to said Benefit Distribution Date, provided, however, that each Participant shall have a one-time option in respect of each such Benefit Distribution Date, to postpone the Benefit Distribution Date for no less than five years, such option to be exercised, if at all, by written notice give to the Administrator no less than one year earlier than such original Benefit Distribution Date.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Subject to Section 6.1.F, if a Participant should incur a Termination of Service for any reason while having a balance in his Fixed Period Benefit Account, the balance shall be distributed to the Participant, or Beneficiary, if applicable, in accordance with Section 6.1

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

6.5	Unforeseeable Emergency Distribution.

In the event of an unforeseen emergency, a Participant may apply in writing to the Committee for withdrawal against his Deferred Benefit Accounts, other than Excess DCRB Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts. The withdrawal shall only be allowed at the discretion of the Committee and for purposes which constitute an “unforeseeable emergency” as defined in Section 409A(a)(2)(B)(ii)(I) of the Code and regulations promulgated thereunder. For the purpose of withdrawals, the value of all available Deferred Benefit Accounts shall be determined on the Determination Date next following the date as of which the application is approved by the Committee and shall be paid as soon as practical thereafter. The Committee shall approve such application only to relieve an unforeseeable emergency and shall make no distribution in excess of the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated by the Participant as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). In making a determination whether to approve any such application, the Committee may require the Participant to submit such proof as to the existence of such unforeseeable emergency as the Committee shall deem necessary and shall consider all relevant facts and circumstances presented by the Participant. All determinations under this Section shall be based upon uniform and nondiscriminatory rules and standards applicable to all Participants similarly situated and shall be final, conclusive and binding on all interested parties.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

To the extent a withdrawal shall be permitted pursuant to this Section 6.5, the Participant’s Deferred Benefit Accounts shall be correspondingly reduced in the following order:

The Fixed Period Benefit Account,

The Education Account,

The Retirement Account.

6.6	Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article VI, the Employer or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE VII

ADMINISTRATION

7.1

Appointment of Administrator. Tiffany shall appoint, on behalf of all Participants, an Administrator. The Administrator may be removed by Tiffany at any time and he may resign at any time by submitting his resignation in writing to Tiffany. A new Administrator shall be appointed as soon as possible in the event that the Administrator is removed or resigns from his position. Any person so appointed shall signify his acceptance by filing a written acceptance with Tiffany.

7.2

Administrator’s Responsibilities. The Administrator is responsible for the day to day administration of the Plan. He may appoint other persons or entities to perform any of his fiduciary functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of Tiffany. The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him carry out his duties including his fiduciary duties. The Administrator shall have the right to remove any such appointee from his position. Any person, group of persons or entity may serve in more than one fiduciary capacity.

7.3

Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records and accounts of Participants and of their rights under the Plan and of all investments, receipts, disbursements and other transactions. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by the Employer and by persons designated thereby.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

7.4	Administrator’s Specific Powers and Duties. In addition to any powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following discretionary powers and duties:

To adopt such rules and regulations consistent with the provisions of the Plan;

To enforce the Plan in accordance with its terms and any rules and regulations he establishes;

To maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

To construe and interpret the Plan and to resolve all questions arising under the Plan;

To direct the Employer to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

To be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

7.5

Employer’s Responsibility to Administrator. The Employer shall furnish the Administrator such data and information as he may require. The records of the Employer shall be determinative of each Participant’s period of employment, termination of employment and the reason therefor, leave of absence, reemployment, years of service, personal data, and compensation reductions. Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests.

7.6

Liability. Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to his own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct on the part of the director, officer or employee of the Employer.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

7.7

Procedure to Claim Benefits. Each Participant or Beneficiary must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is denied, it must be denied within a reasonable period of time, and be contained in a written notice stating the following:

The specific reason for the denial,

Specific reference to the Plan Provision on which the denial is based,

Description of additional information necessary for the claimant to present his claim, if any, and an explanation of why such material is necessary, and

An explanation of the Plan’s claim procedure.

The claimant will have sixty (60) days to request a review of the denial by the Administrator, who will provide a full and fair review. The request for review must be written and submitted to the same person who handles initial claims. The claimant may review pertinent documents, and he may submit issues and comments in writing. The decision by the Administrator with respect to the review must be given within sixty (60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). In no event shall the decision be delayed beyond one hundred twenty (120) days after receipt of the request for review. The decision shall be written in a manner calculated to be understood by the claimant, and it shall include specific reasons and refer to specific Plan provisions as to its effect.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

7.8

Challenging Forfeiture of Benefits due to Termination for Cause . If the Committee shall have determined that a Participant or his Beneficiary shall forfeit any amounts attributable to Excess DCRB Contributions under this Plan due to a Termination of Service for Cause, such Participant (or his Beneficiary in the event Participant is deceased) shall have the right to elect to challenge such forfeiture through binding arbitration held in New York City, New York under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators who shall be authorized to determine whether Cause for termination existed, but solely for the purpose of determining rights to benefits under this Plan. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall initially be borne equally to the parties to such arbitration (which parties shall be limited to the Employer and the Participant (or his Beneficiary)), and each party shall bear its or his own legal fees; however, the arbitrators shall have authority to award the Participant (or his Beneficiary) his or her legal fees and costs if the arbitrators determine that the decision to forfeit any benefit was made in bad faith. As a condition to proceeding with such arbitration the Employer may require the Participant or his Beneficiary to agree, in writing, that the arbitration award will be binding upon the Participant or such Beneficiary, as the case may be, in connection with rights under this Plan, and that the Participant waives any right to proceed through court proceedings. Such award shall be confidential and shall not be binding or admissible in connection with any other proceeding.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE VIII

AMENDMENT AND TERMINATION

8.1

Plan Amendment. The Plan may be amended in whole or in part by Tiffany and Parent at any time; provided that no such amendment shall reduce any Participant’s Vested Deferred Benefits. Notice of any such amendment shall be given in writing to each Participant and each Beneficiary of a deceased Participant.

8.2	No Premature Distribution. No amendment hereto shall permit amounts accumulated pursuant to the Plan prior to the amendment to be paid to a Participant or Beneficiary prior to the time he would otherwise be entitled thereto.

8.3

Termination of the Plan. Tiffany reserves the right to terminate the Plan and/or the Deferral Agreements pertaining to Participants at any time in the event that Tiffany, in its sole discretion, shall determine that the economics of the Plan have been adversely and materially affected by a change in the tax laws, other governmental action or other event beyond the control of the Participant and Tiffany or that the termination of the Plan is otherwise in the best interest of the Tiffany.

8.4

Effect of Termination. In the event of Plan termination pursuant to Section 8.3, the Employer shall pay a benefit to the Participant or the Beneficiary of any deceased Participant as otherwise required under the Plan provided that the Employer retains the discretion, in the event of a Plan termination meeting the requirements of Section 1.409A-3 (j)(4)(ix) of the Treasury Regulations, to pay a lump-sum benefit in accordance with such Treasury Regulation to each Participant or the Beneficiary of any deceased Participant, in lieu of other benefits under this Plan, equal to the full value of Participant’s Deferred Benefit Accounts determined pursuant to Section 4.7.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

8.5

Adverse Determination. Notwithstanding anything stated to the contrary in this Plan, if at any time, as a result of a Final Determination, a tax is payable by a Participant in respect of any benefit under this Plan prior to payment under the terms of this Plan of such benefit, then Employer shall pay to the Participant who is required to pay such tax the amount of such tax and such Participant’s Deferred Benefits shall be reduced by the amount of such tax. Employer reserves the right, in its sole discretion, to allocate the amount of such tax among the various Deferred Benefit Accounts of any Participant who is required to pay such tax. For the purposes of this Section 8.5 the term “Final Determination” means (i) an assessment of tax by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not timely appealed to the courts; (ii) a final determination by the United States Tax Court or any other Federal Court, the time for an appeal thereof having expired or been waived; or (iii) an opinion by Employer’s counsel, addressed to Employer and in form and substance satisfactory to Employer, to the effect that amounts payable under the Plan are subject to Federal income tax to the Participant or his Beneficiary prior to payment under the terms of the Plan. No Final Determination shall be deemed to have occurred until the Employer has actually received a copy of the assessment, court order or opinion which forms the basis thereof and such other documents as it may reasonably request.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

ARTICLE IX

MISCELLANEOUS

9.1

Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Employer and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between the Employer and any Participant.

9.2	Governing Law. The Plan shall be governed and construed under the laws of the State of New York as in effect at the time of its adoption.

9.3	Jurisdiction. The courts of the State of New York shall have exclusive jurisdiction in any or all actions arising under this Plan.

9.4	Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.

9.5	Spendthrift Provision. The interest of any Participant or any Beneficiary receiving payments hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation until distribution is actually made.

9.6	No Assignment Permitted. No Participant, Beneficiary or heir shall have any right to commute, sell, transfer, assign or otherwise convey the right to receive any payment under the terms of this Plan. Any such attempted assignment shall be considered null and void.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

9.7

Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural.

9.8

No Employment Agreement. Nothing in this Plan or in any Deferral Agreement entered into under this Plan shall confer on any Participant the right to continued employment with any Employer and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Employer, both the Participant and the Employer shall be free to terminate Participant’s employment for any cause or without cause.

9.9

2005 and Subsequent Amendments. None of the amendments made to this Plan in 2005 or after shall be read to invalidate any election made on or prior to December 31, 2004 that would have been permissible under the terms of the Plan as it existed on December 31, 2004 and such elections shall be deemed to remain in effect unless changed as expressly provided for hereunder.

[the balance of this page has been left intentionally blank – signature page to follow]

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012


Tiffany and Company
(“Tiffany”)

By:		/s/ Patrick B. Dorsey
Name: Patrick B. Dorsey
Title: Senior Vice President - Secretary


Attest:		/s/ Robyn M. Wapner
		Name: Robyn M. Wapner
		Title: Assistant Secretary


Tiffany & Co.
(“Parent”)

By:		/s/ Patrick B. Dorsey
Name: Patrick B. Dorsey
Title: Senior Vice President - Secretary


Attest:		/s/ Robyn M. Wapner
		Name: Robyn M. Wapner
		Title: Assistant Secretary

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Exhibit A

NON-COMPETITION AND CONFIDENTIALITY COVENANTS

THIS INSTRUMENT is made and given this day of 2 by (“Participant”) to and for the benefit of Tiffany and Company, a New York corporation and its Affiliates (as defined below) with reference to the following facts and circumstances:

A. All or a portion of the balances in Participant’s Deferred Benefit Accounts under that certain Tiffany and Company Amended and Restated Executive Deferral Plan, as Adopted by the Board of Directors May 20, 2010 (the “Deferral Plan” ) are attributable to Excess DCRB Contributions made under the Deferral Plan and Investment Fund performance credited to such contributions (the “Excess DCRB Benefit”), and Participant has resigned or is about to resign his or her employment with Tiffany or its Affiliate;

B. Participant’s age at the effective date of such resignation was or will be less than 55 years;

C. But for Participant’s obligation to provide this instrument, Participant is otherwise Vested in a right to an Excess DCRB Benefit under the Deferral Plan;

D. Participant is willing to make the promises set forth in this instrument in order to obtain an Excess DCRB Benefit under the Deferral Plan; and

E. Participant agrees that the right to receive an Excess DCRB Benefit under the terms of the Deferral Plan is full and fair consideration for the promises made in this instrument,

NOW THEREFORE, Participant hereby agrees as follows:

1. Defined Terms . Unless otherwise defined in this instrument, words and phrases that have a defined meaning in the Deferral Plan shall have the same meaning in this instrument. The initially capitalized words and phrases set forth below shall have the meanings ascribed to them below:

“Affiliate” means, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

“Board” means the board of directors of Tiffany and Company, a New York corporation.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“ Change in Control ” means a change in control of Parent of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not Parent is then subject to such reporting requirement; provided, however, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if:

(i)

any Person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent’s then outstanding securities entitled to vote in the election of directors of Parent;

(ii)

ten (10) days following the “Shares Acquisition Date” if any Person has in fact become and then remains an “Acquiring Person” under the Rights Plan;

(iii)

if the Parent Board should resolve to redeem the “Rights” under the Rights Plan in response to a proposal by any Person to acquire, directly or indirectly, securities of Parent representing Fifteen percent (15%) or more of the combined voting power of Parent’s then outstanding securities entitled to vote in the election of directors of Parent;

(iv)

if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i), (iii), (v), (vi), (vii), (viii) or (ix) of this definition;

(v)

there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(vi)

all or substantially all of the assets of Parent are sold, liquidated or distributed, except to an Affiliate of Parent;

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

(vii)

all or substantially all of the assets of Tiffany and Company are sold, liquidated or distributed, except to an Affiliate of Parent;

(viii)

any Person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporally holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Tiffany and Company representing Fifty percent (50%) or more of the combined voting power of Tiffany and Company’s then outstanding securities entitled to vote in the election of directors of Tiffany and Company; or

(ix)

there is a “change of control” or a “change in the effective control” of Parent within the meaning of Section 280G of the Code and the Regulations.

“ Change in Control Date ” shall mean the date on which a Change of Control occurs.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“Confidential Information” means all information relating in any manner to Tiffany or its business, including but not limited to, contemplated new products and services, marketing and advertising campaigns, sales projections, creative campaigns and themes, financial information, budgets and projections, system designs, employees, management procedures and systems, employee training materials, equipment, production plans and techniques, product and materials specifications, product designs and design techniques, client information (including purchase history and client identifying information) and vendor information (including the identity of vendors and information concerning the capacity of or products or pricing provided by specific vendors); notwithstanding the foregoing, “Confidential Information” shall not include information that becomes generally publicly available other than as a result of a disclosure by Participant or that becomes available to Participant on a non-confidential basis from a Person that to the Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality.

“Covered Employee” means an employee of Tiffany.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Duration of Non-Competition Covenant” means the period beginning with Participant’s Termination Date and ending upon the first to occur of the following: (i) the second year anniversary of Participant’s Termination Date, (ii) a Change in Control Date or (iii) Participant’s 65 ^th birthday provided that, in no circumstance shall the Duration of this Covenant be less than six months.

“Exchange Act” means the Securities Exchange Act of 1934.

“Incumbent Directors” means those individuals who were members of the Parent Board, as of January 1, 2004 and those individuals whose later appointment to the Parent Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of such date, or whose election or nomination for election was previously so approved.

“Jewelry” means jewelry (including but not limited to precious metal or silver jewelry or jewelry containing gemstones) and watches.

“Parent” means Tiffany & Co., a Delaware corporation.

“Parent Board” means the board of directors of Parent.

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Retail Jewelry Trade” means the operation of one or more retail outlets (including stores-within-stores, leased departments or concessions) selling Jewelry in any city in the world in which a TIFFANY & CO. store is located at the time in question; for the purpose of this definition, a retail outlet will not be deemed engaged in the Retail Jewelry Trade if less than 5% of the items displayed for sale in such outlet are Jewelry, so that, by way of example, an apparel store that offers Jewelry as an incidental item would not be deemed engaged in the Retail Jewelry Trade.

“Regulations” mean regulations under Section 280G of the Code, including proposed and temporary regulations, and any successor provisions thereto.

“Rights Plan” means the Amended and Restated Rights Agreement Dated as of September 22, 1998 by and between Tiffany & Co., a Delaware corporation, and ChaseMellon Shareholder Services L.L.C., as Rights Agent, as such Agreement may be further amended from time to time.

“Termination Date” means the date Participant ceases to be an employee of Tiffany.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

“Tiffany” means Tiffany and Company, a New York corporation, and if the context so requires, Tiffany and Company and/or any Affiliate of Tiffany and Company, such term to be interpreted broadly so as to give rights equivalent to Tiffany and Company to any Affiliate of Tiffany and Company.

“Wholesale Jewelry Trade” means the sale of Jewelry or gemstones to the Retail Jewelry Trade, the development or design of Jewelry for sale to the Retail Jewelry Trade or the production of Jewelry for sale to the Retail Jewelry Trade regardless of where in the world such activities are conducted.

2. Non-Competition . Participant agrees that for the Duration of the Non-Competition Covenant Participant will not directly or indirectly (whether as director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise):

(i) engage in, assist, have any interest in or contribute Participant’s knowledge and abilities to, any business or entity in the Retail Jewelry Trade or in the Wholesale Jewelry Trade or seeking to enter or about to become engaged in the Retail Jewelry Trade or the Wholesale Jewelry Trade (provided that this subsection shall not prohibit an investment by Participant not exceeding five percent of the outstanding securities of a publicly traded company);

(ii) employ, attempt to employ, or assist anyone in employing a Covered Employee or any person who was a Covered Employee at any time during the Duration of the Non-Competition Covenant or within three (3) months prior thereto (including by influencing any Covered Employee to terminate his/her employment with Tiffany or to accept employment with any Person); or

(iii) attempt in any manner to solicit Jewelry purchases by any client of Tiffany or persuade any client of Tiffany to cease doing business or reduce the amount of business that such client has customarily done with Tiffany.

3. Confidentiality . Participant acknowledges that Participant has had access to Confidential Information. Participant agrees not to disclose Confidential Information or to use Confidential Information to the detriment of Tiffany. If the Participant is requested in any case by a court or governmental body to make any disclosure of Confidential Information, the Participant shall (i) promptly notify Tiffany in writing, (ii) consult with and assist Tiffany at Tiffany’s expense in obtaining an injunction or other appropriate remedy to prevent such disclosure, and (iii) use Participant’s reasonable efforts to obtain at the Company’s expense a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that must be disclosed. Subject to the foregoing sentence, Participant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of Participant’s counsel (the form and substance of which opinion shall be reasonably acceptable to Tiffany), the Participant is legally compelled or otherwise required to disclose or else stand liable for contempt or suffer other material penalty. The obligations in this section shall continue beyond the Duration of the Non-Competition Covenant.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

4. Loss of Excess DCRB Benefit in the Event of Breach . Should Participant breach Participant’s obligations under Section 2 above, he shall forfeit and lose all right to any current or future Excess DCRB Benefit under the Deferral Plan.

5. Enforcement .

(i) Participant agrees that the restrictions set forth in this instrument are reasonable and necessary to protect the goodwill of Tiffany. If any provision set forth herein is deemed invalid, illegal or unenforceable based upon duration, geographic scope or otherwise, Participant agrees that such provision shall be modified to make it enforceable to the fullest extent permitted by law.

(ii) In the event of breach or threatened breach by Participant of the provisions set forth in this instrument, Participant acknowledges that Tiffany will be irreparably harmed and that monetary damages (including loss of benefits) shall be an insufficient remedy to Tiffany. Therefore, Participant consents to the enforcement of this instrument by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies Tiffany may have under this Agreement or otherwise.

6. Procedure to Obtain Determination . Should Participant wish to obtain a determination that any proposed employment, disclosure, arrangement or association (each a “Proposed Transaction”) is not prohibited hereunder, Participant shall direct a written request to the Board. Such request shall fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing, or (iii) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (iii) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany and Company without action by the Board), any action on Participant’s request will be deferred for ten (10) days following receipt by said Legal Department of the written information requested. Failure of the Board to act within any of the time periods specified in this Section 4 shall be deemed a determination that the Proposed Transaction is not prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited in effect to the Proposed Transaction described in the submitted materials and shall not be binding or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such Participant or any other Person. In the event that Participant wishes to seek a determination that employment with a management consulting firm, an accounting firm, a law firm or some other provider of consulting services to a wide variety of clients will not be prohibited hereunder should such firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade, Participant may seek a determination hereunder; in submitting such a Proposed Transaction, the Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In a making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to the Deferral Plan, the Participant or any Beneficiary of the Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

7. Arbitration and Equitable Relief . Participant and Tiffany agree that any and all disputes arising out or relating to the interpretation or application of this instrument, including any dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to arbitration in New York, New York, under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall be borne equally by the parties and each party to the arbitration shall bear its own legal fees. Notwithstanding any provision in this Section 7, the requirement to arbitrate disputes shall not apply to any action to enforce this instrument by means of temporary or permanent injunction or other appropriate equitable relief.

8. Miscellaneous Provisions .

(a) Tiffany may assign its rights to enforce this instrument to any of its Affiliates. Participant understands and agrees that the promises in this instrument are for the benefit of Tiffany (which term includes Tiffany and Company and its Affiliates) and for the benefit of the successors and assigns of Tiffany and its Affiliates.

(b) Any determination made by the Board under Section 6 above shall bind Tiffany and Company and its Affiliates.

(c) If any action by Participant prohibited hereunder causes Participant to lose a right to an Excess DCRB Benefit under the Deferral Plan, such loss of Excess DCRB Benefit shall also be effective with respect to Participant’s Beneficiaries under the Deferral Plan.

(d) The laws of the State of New York, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this instrument and all of the prohibitions and remedies it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(e) Each Person giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Instrument shall

(i)

give the Notice in writing; and

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

(ii)

use one of the following methods of delivery, each of which for purposes of this Agreement is a writing:

(A)

Personal delivery;

(B)

Registered or Certified Mail, in each case, return receipt requested and postage prepaid; or

(C)

Nationally recognized overnight courier, with all fees prepaid.

(f) Each Person giving a Notice shall address the Notice to the recipient (the “Addressee”) at the address given on the signature page of this Instrument or to a changed address designated in a Notice.

(g) A Notice is effective only if the person giving the Notice has complied with subsections (e) and (f) and if the Addressee has received the Notice. A Notice is deemed to have been received upon receipt as indicated by the date on the signed receipt, provided, however, that if the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon such rejection, refusal or inability to deliver such Notice will be deemed to have been received. Despite the other clauses of this subsection (g), if any Notice is received after 5:00 p.m. on a business day where the Addressee is located, or on a day that is not a business day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next business day where the Addressee is located.

(h) This instrument shall not be amended except by a subsequent written instrument that has been executed by Participant and on behalf of Tiffany by a duly authorized officer of Tiffany. Participant’s obligations under this instrument may not be waived, except pursuant to a writing executed on behalf of Tiffany or as otherwise provided in Section 6 above.

(i) This instrument constitutes the final expression of Participant’s post-employment confidentiality and non-competition obligations necessary to receive an Excess DCRB Benefit under the Deferral Plan. It is the complete and exclusive expression of those obligations and all prior and contemporaneous negotiations and agreements between the parties on those matters are expressly merged into and superceded by this Agreement; notwithstanding the foregoing, Participant’s right to receive an Excess DCRB Benefit and the amount and terms of payment of such Excess DCRB Benefit shall be exclusively determined by the Deferral Plan.

(continued)

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

(j) Any reference in this instrument to the singular includes the plural where appropriate, and any reference in this instrument to the masculine gender includes the feminine and neuter genders where appropriate. The descriptive headings of the sections of this instrument are for convenience only and do not constitute part of this instrument.

IN WITNESS WHEREOF, this instrument has been executed on the date first written above.

Participant

Name:

Notice Address:

Accepted and agreed (as to Section 7)

Tiffany and Company

By:

Name:

Title:

Notice Address:

The Board of Directors

Tiffany and Company

Care of:

Legal Department

200 5 ^th Avenue

New York, NY 10010

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Schedule 4.5 to Tiffany and Company Executive Deferral Plan

NVIT Money Market Fund – Money Market

PIMCO VIT Total Return Admin. Fund – Bond

MFS VIT Value Fund – Large Cap Value

Fidelity VIP II Contra Fund – Large Cap Blend

T. Rowe Price New America Growth Fund – Large Cap Growth

Dreyfus Stock Index Fund – Large Blend

NVIT Multi-Manager Small Cap Value Fund – Small Cap Value

MS UIF Mid Cap Growth Fund – Mid Cap Growth

Janus Aspen Series Overseas Fund – Foreign Large Growth

10.

NVIT Multi-Manager Small Cap Growth Fund – Small Cap Growth

11.

Goldman Sachs VIT Mid Cap Value Fund – Mid Cap Value

12.

Oppenheimer Global Securities VA Fund – Global Equity

13.

PIMCO VIT Real Return – Bond

14.

T. Rowe Price Limited Term Bond Fund – Short Term Bond

15.

NVIT Mid Cap Index Fund – Mid Blend

16.

Dreyfus IP Small Cap Index Fund – Small Blend

17.

MFS VIT II International Value Fund – Frn Large Value

18.

American Funds International 2 Fund – Frn Large Blend

As Adopted by the Tiffany & Co. Board of Directors July 19, 2012

Exhibit 10.24

LOGO

TIFFANY & CO. AND CERTAIN AFFILIATED COMPANIES

EXECUTIVE LONG TERM DISABILITY PLAN

OVERVIEW

Covered Compensation


$900,000
	Individual Temporary Total
	Disability Benefit
	5 Year Renewable Term
	5 Year Term Benefits
	40% of Excess Compensation
	up to $10,000 per Month
	(Medical Underwriting)
$600,000

	Individual Non-Cancellable Disability Benefit
	30% of Compensation
	Maximum Monthly Benefit Up to $15,000
	($10,000 Guaranteed Standard Issue
	and $5,000 Fully Underwritten)

	Group Long Term Disability Benefit
	30% of Compensation
	Maximum Monthly Benefit up to $15,000
	(Guaranteed Standard Issue)
	181 ^st day	Age 65

The Executive Long Term Disability Plan is a combination of Group and Individual Long Term Disability Benefits

TIFFANY & CO. AND CERTAIN AFFILIATED COMPANIES

EXECUTIVE LONG TERM DISABILITY COVERAGE FOR

Executive Name

SUMMARY OF CONTRACT PROVISIONS

•

You have a benefit of 60% of covered compensation after 180 days of disability up to a maximum combined monthly benefit of $15,000 under the Individual (Non-Can) and $15,000 under the Group Long Term Disability benefit and 40% of excess compensation over $600,000 up to a maximum monthly benefit of $10,000 under the Individual Temporary Total Disability benefit. The maximum total monthly benefit under all coverages is $40,000.

•

The maximum covered compensation of base salary plus average of the last three years bonus is $900,000.

•

The definition of total disability under your Individual Non-Cancellable (Non-Can) policy is: You are unable to perform the substantial and material duties of your occupation, to age 65 and are not engaged in any other gainful occupation.

•

Your Individual Non-Can benefit will not be reduced by Social Security or workers compensation; however, the Group LTD will be reduced.

•

You are eligible for Mental and Nervous benefits to age 65 under the Individual Non-Can LTD portion of the Plan and for 24 months under the Group LTD benefits.

•

The Non-Can LTD monthly benefit portion is portable up to $15,000 a month and with no portability under the Group Long Term Disability.

•

You will have a Tax-Free Benefit.

•

The Non-Can LTD portion provides proportionate benefits payable to age 65 if you eventually return to your regular occupation or another occupation on a part time or full time basis with a decreased level of earnings, while you are considered partially disabled. For the first 12 months a more liberal workers incentive benefit formula is used.

•

Conversion to Individual Long Term Care (Lifetime Continuation). This benefit is built into the policy and allows an insured to convert the policy to a $3,000 per month Long Term Care policy between the ages of 60 and 70 without evidence of insurability.

•

The Work Incentive Benefit continues Total Disability benefits after returning to work with an income loss, provided earnings plus benefit does not exceed prior income. The benefit period is 12 months.

•

Recovery Benefits are paid upon return to full-time work while still experiencing a loss of income due to earnings lag associated with rebuilding bonus or client base. The benefit period is to age 65.

•

Rates are discounted under the Non-Can LTD portion of your coverage. These rates can never increase prior to age 65. If you terminate employment and wish to continue coverage, you will receive the same discount.

•

No medical examination, blood test, or financial documentation is required during open enrollment for the Individual Non-Can policy up to $10,000 and the Group Long Term Disability monthly benefit up to $15,000. However, there is a medical questionnaire for the Individual Non-Can policy for benefits from $10,001 and above, and there is medical underwriting for the Individual Temporary Total Disability benefits.

Exhibit 10.24a

AMENDMENT NO. 6

This amendment forms a part of Group Policy No. 533717 001 issued to the Policyholder:

Tiffany & Co.

The entire policy is replaced by the policy attached to this amendment.

The effective date of these changes is September 1, 2003. The changes only apply to disabilities which start on or after the effective date.

The policy’s terms and provisions will apply other than as stated in this amendment.

Dated at New York, New York on February 26, 2008.


		First Unum Life Insurance Company

		By
				Secretary

Tiffany & Co.

Signature and Title of Officer


C.AMEND-1		AMEND-1 (9/1/2003) REV

GROUP INSURANCE POLICY

NON-PARTICIPATING

First Unum Life Insurance Company

POLICYHOLDER: Tiffany & Co.

POLICY NUMBER: 533717 001

POLICY EFFECTIVE DATE: October 15, 1998

POLICY ANNIVERSARY DATE: November 1

GOVERNING JURISDICTION : New York

First Unum Life Insurance Company (referred to as Unum) will provide benefits under this policy. Unum makes this promise subject to all of this policy’s provisions.

The policyholder should read this policy carefully and contact Unum promptly with any questions. This policy is delivered in and is governed by the laws of the governing jurisdiction and to the extent applicable by the Employee Retirement Income Security Act of 1974 (ERISA) and any amendments. This policy consists of:

•

all policy provisions and any amendments and/or attachments issued;

•

employees’ signed applications; and

•

the certificate of coverage.

This policy may be changed in whole or in part. Only an officer or a registrar of Unum can approve a change. The approval must be in writing and endorsed on or attached to this policy. No other person, including an agent, may change this policy or waive any part of it.

Signed for Unum at New York, New York on the Policy Effective Date.



President		Secretary

First Unum Life Insurance Company

99 Park Avenue

6th Floor

New York, New York 10016


C.FP-1		C.FP-1 (9/1/2003) REV

TABLE OF CONTENTS


BENEFITS AT A GLANCE		B@G-LTD-1

LONG TERM DISABILITY PLAN		B@G-LTD-1

CLAIM INFORMATION		LTD-CLM-1

LONG TERM DISABILITY		LTD-CLM-1

POLICYHOLDER PROVISIONS		EMPLOYER-1

CERTIFICATE SECTION		CC.FP-1

GENERAL PROVISIONS		EMPLOYEE-1

LONG TERM DISABILITY		LTD-BEN-1

BENEFIT INFORMATION		LTD-BEN-1

OTHER BENEFIT FEATURES		LTD-OTR-1

OTHER SERVICES		SERVICES-1

GLOSSARY		GLOSSARY-1

TOC-1 (9/1/2003) REV

BENEFITS AT A GLANCE

SYNOPSIS

The insurance evidenced by this certificate provides disability income insurance only. It does NOT provide basic hospital, basic medical or major medical insurance as defined by the New York State Insurance Department.

EXCLUSIONS

What disabilities are not covered for a cost of living increase:

See page LTD-BEN-4

What disabilities are not covered under your plan:

See page LTD-BEN-8

What exclusions and limitations apply to Disability Plus:

See Page LTD-OTR-3

LIMITATIONS

What disabilities have a limited pay period under your plan:

See page LTD-BEN-7

What exclusions and limitations apply to Disability Plus:

See Page LTD-OTR-3

LONG TERM DISABILITY PLAN

This long term disability plan provides financial protection for you by paying a portion of your income while you are disabled. The amount you receive is based on the amount you earned before your disability began. In some cases, you can receive disability payments even if you work while you are disabled.

EMPLOYER’S ORIGINAL PLAN


EFFECTIVE DATE:		October 15, 1998

POLICY NUMBER:		533717 001

ELIGIBLE GROUP(S):

Group 1

Chairman, President, Executive Vice President, Senior Vice Presidents, Group Vice Presidents and Vice Presidents who are eligible for IDI Coverage in active employment

Group 2

Chairman, President, Executive Vice President, Senior Vice Presidents, Group Vice Presidents and Vice Presidents who are ineligible for IDI Coverage in active employment

MINIMUM HOURS REQUIREMENT:

Employees must be working at least 35 hours per week.

WAITING PERIOD:

For employees in an eligible group on or before October 15, 1998: 90 days of continuous active employment

For employees entering an eligible group after October 15, 1998: 90 days of continuous active employment

B@G-LTD-1 (9/1/2003) REV

REHIRE:

If your employment ends and you are rehired within 12 months, your previous work while in an eligible group will apply toward the waiting period. All other policy provisions apply.

WHO PAYS FOR THE COVERAGE:

Your Employer pays the cost of your coverage.

ELIMINATION PERIOD:

180 days

Benefits begin the day after the elimination period is completed.

MONTHLY BENEFIT:

Chairman, President, Executive Vice President, Senior Vice Presidents, Group Vice Presidents and Vice Presidents who are eligible for IDI Coverage

The lesser of:

•

30% of monthly earnings less any deductible sources of income (excluding Spouse and Children Social Security Benefits) to a maximum monthly benefit of $15,000 per month; or

•

70% of monthly earnings less any deductible sources of income (including Spouse and Children Social Security Benefits).

Your payment may also be reduced by disability earnings. Some disabilities may not be covered or may have limited coverage under this plan.

Chairman, President, Executive Vice President, Senior Vice Presidents, Group Vice Presidents and Vice Presidents who are ineligible for IDI Coverage

The lesser of:

•

60% of monthly earnings less any deductible sources of income (excluding Spouse and Children Social Security Benefits) to a maximum monthly benefit of $18,000 per month; or

•

70% of monthly earnings less any deductible sources of income (including Spouse and Children Social Security Benefits).

Your payment may also be reduced by disability earnings. Some disabilities may not be covered or may have limited coverage under this plan.

MAXIMUM PERIOD OF PAYMENT:


Age at Disability		Maximum Period of Payment
Less than age 60		To age 65, but not less than 5 years
Age 60		60 months
Age 61		48 months
Age 62		42 months
Age 63		36 months
Age 64		30 months
Age 65		24 months
Age 66		21 months
Age 67		18 months
Age 68		15 months
Age 69 and over		12 months

No premium payments are required for your coverage while you are receiving payments under this plan.

OTHER FEATURES:

Continuity of Coverage

Conversion

B@G-LTD-2 (9/1/2003) REV

Cost of Living Adjustment

Disability Plus

Minimum Benefit

Pre-Existing: 3/12

Survivor Benefit

The above items are only highlights of this plan. For a full description of your coverage, continue reading your certificate of coverage section .

B@G-LTD-3 (9/1/2003) REV

CLAIM INFORMATION

LONG TERM DISABILITY

WHEN DO YOU NOTIFY UNUM OF A CLAIM?

We encourage you to notify us of your claim as soon as possible, so that a claim decision can be made in a timely manner. Written notice of a claim should be sent within 30 days after the date your disability begins. However, you must send Unum written proof of your claim no later than 90 days after your elimination period. If it is not possible to give proof within 90 days, it must be given as soon as is reasonably possible.

The claim form is available from your Employer, or you can request a claim form from us. If you do not receive the form from Unum within 15 days of your request, send Unum written proof of claim without waiting for the form.

You must notify us immediately when you return to work in any capacity.

HOW DO YOU FILE A CLAIM?

You and your Employer must fill out your own sections of the claim form and then give it to your attending physician. Your physician should fill out his or her section of the form and send it directly to Unum.

WHAT INFORMATION IS NEEDED AS PROOF OF YOUR CLAIM?

Your proof of claim, provided at your expense, must show:

•

that you are under the regular care of a physician ;

•

the appropriate documentation of your monthly earnings;

•

the date your disability began;

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the cause of your disability;

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the extent of your disability, including restrictions and limitations preventing you from performing your regular occupation; and

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the name and address of any hospital or institution where you received treatment, including all attending physicians.

We may request that you send proof of continuing disability indicating that you are under the regular care of a physician. This proof, provided at your expense, must be received within 45 days of a request by us.

In some cases, you will be required to give Unum authorization to obtain additional medical information and to provide non-medical information as part of your proof of claim, or proof of continuing disability. Unum will deny your claim, or stop sending you payments, if the appropriate information is not submitted.

TO WHOM WILL UNUM MAKE PAYMENTS?

Unum will make payments to you.

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WHAT HAPPENS IF UNUM OVERPAYS YOUR CLAIM?

Unum has the right to recover any overpayments due to:

•

fraud;

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any error Unum makes in processing a claim; and

•

your receipt of deductible sources of income.

You must reimburse us in full. We will determine the method by which the repayment is to be made.

Unum will not recover more money than the amount we paid you.

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POLICYHOLDER PROVISIONS

WHAT IS THE COST OF THIS INSURANCE?

LONG TERM DISABILITY

The initial premium for each plan is based on the initial rate(s) shown in the policy effective on the Employer’s original plan effective date.

WAIVER OF PREMIUM

Unum does not require premium payments for an insured while he or she is receiving Long Term Disability payments under this plan.

INITIAL RATE GUARANTEE

Refer to the policy effective on the Employer’s original plan effective date.

WHEN IS PREMIUM DUE FOR THIS POLICY?

Premium Due Dates:

Premium due dates are based on the Premium Due Dates shown in the policy effective on the Employer’s original plan effective date.

The Policyholder must send all premiums to Unum on or before their respective due date. The premium must be paid in United States dollars.

WHEN ARE INCREASES OR DECREASES IN PREMIUM DUE?

Premium increases or decreases which take effect during a policy month are adjusted and due on the next premium due date following the change. Changes will not be pro-rated daily.

If premiums are paid on other than a monthly basis, premiums for increases and decreases will result in a monthly pro-rated adjustment on the next premium due date.

Unum will only adjust premium for the current policy year and the prior policy year. In the case of fraud, premium adjustments will be made for all policy years.

WHAT INFORMATION DOES UNUM REQUIRE FROM THE POLICYHOLDER?

The Policyholder must provide Unum with the following on a regular basis:

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information about employees:

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who are eligible to become insured;

•

whose amounts of coverage change; and/or

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whose coverage ends;

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occupational information and any other information that may be required to manage a claim; and

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any other information that may be reasonably required.

Policyholder records that, in Unum’s opinion, have a bearing on this policy will be available for review by Unum at any reasonable time.

EMPLOYER-1 (9/1/2003) REV

Clerical error or omission by Unum will not:

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prevent an employee from receiving coverage;

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affect the amount of an insured’s coverage; or

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cause an employee’s coverage to begin or continue when the coverage would not otherwise be effective.

WHO CAN CANCEL THIS POLICY OR A PLAN UNDER THIS POLICY?

This policy or a plan under this policy can be cancelled:

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by Unum; or

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by the Policyholder.

Unum may cancel or offer to modify this policy or a plan if:

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there is less than 75% participation of those eligible employees who pay all or part of their premium for a plan; or

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there is less than 100% participation of those eligible employees for a Policyholder paid plan;

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the Policyholder does not promptly provide Unum with information that is reasonably required;

•

the Policyholder fails to perform any of its obligations that relate to this policy;

•

fewer than 10 employees are insured under a plan;

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the Policyholder fails to pay any premium within the 31 day grace period .

If Unum cancels this policy or a plan for reasons other than the Policyholder’s failure to pay premium, a written notice will be delivered to the Policyholder at least 31 days prior to the cancellation date.

If the premium is not paid during the grace period, the policy or plan will terminate automatically at the end of the grace period. The Policyholder is liable for premium for coverage during the grace period. The Policyholder must pay Unum all premium due for the full period each plan is in force.

The Policyholder may cancel this policy or a plan by written notice delivered to Unum at least 31 days prior to the cancellation date. When both the Policyholder and Unum agree, this policy or a plan can be cancelled on an earlier date. If Unum or the Policyholder cancels this policy or a plan, coverage will end at 12:00 midnight on the last day of coverage.

If this policy or a plan is cancelled, the cancellation will not affect a payable claim.

WHAT HAPPENS TO AN EMPLOYEE’S COVERAGE UNDER THIS POLICY WHILE HE OR SHE IS ON A FAMILY AND MEDICAL LEAVE OF ABSENCE?

We will continue the employee’s coverage in accordance with the policyholder’s Human Resource policy on family and medical leaves of absence if premium payments continue and the policyholder approved the employee’s leave in writing.

Coverage will be continued until the end of the later of:

EMPLOYER-2 (9/1/2003) REV

the leave period required by the federal Family and Medical Leave Act of 1993 and any amendments; or

the leave period required by applicable state law.

If the policyholder’s Human Resource policy doesn’t provide for continuation of an employee’s coverage during a family and medical leave of absence, the employee’s coverage will be reinstated when he or she returns to active employment.

We will not:

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apply a new waiting period;

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apply a new pre-existing conditions exclusion; or

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require evidence of insurability.

DIVISIONS, SUBSIDIARIES OR AFFILIATED COMPANIES INCLUDE:

NAME/LOCATION (CITY AND STATE)

None

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CERTIFICATE SECTION

First Unum Life Insurance Company (referred to as Unum) welcomes you as a client.

This is your certificate of coverage as long as you are eligible for coverage and you become insured. You will want to read it carefully and keep it in a safe place.

Unum has written your certificate of coverage in plain English. However, a few terms and provisions are written as required by insurance law. If you have any questions about any of the terms and provisions, please consult Unum’s claims paying office. Unum will assist you in any way to help you understand your benefits.

If the terms and provisions of the certificate of coverage (issued to you) are different from the policy (issued to the policyholder), the policy will govern. Your coverage may be cancelled or changed in whole or in part under the terms and provisions of the policy.

The policy is delivered in and is governed by the laws of the governing jurisdiction and to the extent applicable by the Employee Retirement Income Security Act of 1974 (ERISA) and any amendments. When making a benefit determination under the policy, Unum has discretionary authority to determine your eligibility for benefits and to interpret the terms and provisions of the policy.

For purposes of effective dates and ending dates under the group policy, all days begin at 12:01 a.m. and end at 12:00 midnight at the Policyholder’s address.

First Unum Life Insurance Company

99 Park Avenue

6th Floor

New York, New York 10016

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GENERAL PROVISIONS

WHAT IS THE CERTIFICATE OF COVERAGE?

This certificate of coverage is a written statement prepared by Unum and may include attachments. It tells you:

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the coverage for which you may be entitled;

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to whom Unum will make a payment; and

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the limitations, exclusions and requirements that apply within a plan.

WHEN ARE YOU ELIGIBLE FOR COVERAGE?

If you are working for your Employer in an eligible group, the date you are eligible for coverage is the later of:

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the plan effective date; or

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the day after you complete your waiting period .

WHEN DOES YOUR COVERAGE BEGIN?

When your Employer pays 100% of the cost of your coverage under a plan, you will be covered at 12:01 a.m. on the date you are eligible for coverage.

When you and your Employer share the cost of your coverage under a plan or when you pay 100% of the cost yourself, you will be covered at 12:01 a.m. on the latest of:

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the date you are eligible for coverage, if you apply for insurance on or before that date;

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the date you apply for insurance, if you apply within 31 days after your eligibility date; or

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the date Unum approves your application, if evidence of insurability is required.

Evidence of insurability is required if you:

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are a late applicant, which means you apply for coverage more than 31 days after the date you are eligible for coverage; or

•

voluntarily cancelled your coverage and are reapplying.

An evidence of insurability form can be obtained from your Employer.

WHAT IF YOU ARE ABSENT FROM WORK ON THE DATE YOUR COVERAGE WOULD NORMALLY BEGIN?

If you are absent from work due to injury, sickness, temporary layoff or leave of absence, your coverage will begin on the date you return to active employment .

ONCE YOUR COVERAGE BEGINS, WHAT HAPPENS IF YOU ARE TEMPORARILY NOT WORKING?

If you are on a temporary layoff , and if premium is paid, you will be covered through the end of the month that immediately follows the month in which your temporary layoff begins.

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If you are on a leave of absence , and if premium is paid, you will be covered through the end of the month that immediately follows the month in which your leave of absence begins.

WHEN WILL CHANGES TO YOUR COVERAGE TAKE EFFECT?

Once your coverage begins, any increased or additional coverage will take effect immediately if you are in active employment or if you are on a covered layoff or leave of absence. If you are not in active employment due to injury or sickness, any increased or additional coverage will begin on the date you return to active employment.

Any decrease in coverage will take effect immediately but will not affect a payable claim that occurs prior to the decrease.

WHEN DOES YOUR COVERAGE END?

Your coverage under the policy or a plan ends on the earliest of:

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the date the policy or a plan is cancelled;

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the date you no longer are in an eligible group;

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the date your eligible group is no longer covered;

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the last day of the period for which you made any required contributions; or

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the last day you are in active employment except as provided under the covered layoff or leave of absence provision.

Unum will provide coverage for a payable claim which occurs while you are covered under the policy or plan.

WHAT ARE THE TIME LIMITS FOR LEGAL PROCEEDINGS?

You can start legal action regarding your claim 60 days after proof of claim has been given and up to 3 years from the time proof of claim is required, unless otherwise provided under federal law.

HOW CAN STATEMENTS MADE IN YOUR APPLICATION FOR THIS COVERAGE BE USED?

Unum considers any statements you or your Employer make in a signed application for coverage a representation and not a warranty. If any of the statements you or your Employer make are not complete and/or not true at the time they are made, we can:

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reduce or deny any claim; or

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cancel your coverage from the original effective date.

We will use only statements made in a signed application as a basis for doing this.

If the Employer gives us information about you that is incorrect, we will:

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use the facts to decide whether you have coverage under the plan and in what amounts; and

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make a fair adjustment of the premium.

EMPLOYEE-2 (9/1/2003) REV

HOW WILL UNUM HANDLE INSURANCE FRAUD?

Unum wants to ensure you and your Employer do not incur additional insurance costs as a result of the undermining effects of insurance fraud. Unum promises to focus on all means necessary to support fraud detection, investigation, and prosecution.

It is a crime if you knowingly, and with intent to injure, defraud or deceive Unum, or provide any information, including filing a claim, that contains any false, incomplete or misleading information. These actions, as well as submission of materially false information, will result in denial of your claim, and are subject to prosecution and punishment to the full extent under state and/or federal law. Unum will pursue all appropriate legal remedies in the event of insurance fraud.

DOES THE POLICY REPLACE OR AFFECT ANY WORKERS’ COMPENSATION OR STATE DISABILITY INSURANCE?

The policy does not replace or affect the requirements for coverage by any workers’ compensation or state disability insurance.

DOES YOUR EMPLOYER ACT AS YOUR AGENT OR UNUM’S AGENT?

For purposes of the policy, your Employer acts on its own behalf or as your agent. Under no circumstances will your Employer be deemed the agent of Unum.

EMPLOYEE-3 (9/1/2003) REV

LONG TERM DISABILITY

BENEFIT INFORMATION

HOW DOES UNUM DEFINE DISABILITY?

You are disabled when Unum determines that:

•

you are limited from performing the material and substantial duties of your regular occupation due to your sickness or injury ; and

•

you have a 20% or more loss in your indexed monthly earnings due to the same sickness or injury.

We may require you to be examined by a physician, other medical practitioner or vocational expert of our choice. Unum will pay for this examination. We can require an examination as often as it is reasonable to do so. We may also require you to be interviewed by an authorized Unum Representative.

HOW LONG MUST YOU BE DISABLED BEFORE YOU ARE ELIGIBLE TO RECEIVE BENEFITS?

You must be continuously disabled through your elimination period . Unum will treat your disability as continuous if your disability stops for 30 days or less during the elimination period. The days that you are not disabled will not count toward your elimination period.

Your elimination period is 180 days.

CAN YOU SATISFY YOUR ELIMINATION PERIOD IF YOU ARE WORKING?

Yes, provided you meet the definition of disability.

WHEN WILL YOU BEGIN TO RECEIVE PAYMENTS?

You will begin to receive payments when we approve your claim, providing the elimination period has been met and you are disabled. We will send you a payment monthly for any period for which Unum is liable.

HOW MUCH WILL UNUM PAY YOU IF YOU ARE DISABLED?

We will follow this process to figure your payment:

Chairman, President, Executive Vice President, Senior Vice Presidents, Group Vice Presidents and Vice Presidents who are eligible for IDI Coverage

Multiply your monthly earnings by 30%.

The maximum monthly benefit is $15,000.

Compare the answer from Item 1 with the maximum monthly benefit. The lesser amount is your gross disability payment .

Subtract any deductible sources of income from Item 1. Do not subtract any amount your spouse or children are eligible to receive from Social Security.

Multiply your monthly earnings by 70% and subtract any deductible sources of income, including any amount your spouse or children are eligible to receive from Social Security.

Compare the answers from Item 4 and Item 5 with the maximum monthly benefit.

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The lesser amount figured in Item 6 is your monthly payment .

Chairman, President, Executive Vice President, Senior Vice Presidents, Group Vice Presidents and Vice Presidents who are ineligible for IDI Coverage

Multiply your monthly earnings by 60%.

The maximum monthly benefit is $18,000.

Compare the answer from Item 1 with the maximum monthly benefit. The lesser amount is your gross disability payment .

Subtract any deductible sources of income from Item 1. Do not subtract any amount your spouse or children are eligible to receive from Social Security.

Multiply your monthly earnings by 70% and subtract any deductible sources of income, including any amount your spouse or children are eligible to receive from Social Security.

Compare the answers from Item 4 and Item 5 with the maximum monthly benefit.

The lesser amount figured in Item 6 is your monthly payment .

WHAT ARE YOUR MONTHLY EARNINGS?

“Monthly Earnings” means your gross monthly income from your Employer in effect just prior to your date of disability. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan, or flexible spending account. It includes income actually received from bonuses but does not include commissions, overtime pay or any other extra compensation, or income received from sources other than your Employer.

Bonuses will be averaged for the lesser of:

the prior calendar year’s 12 month period of your employment with your Employer just prior to the date disability begins; or

the period of actual employment with your Employer.

WHAT WILL WE USE FOR MONTHLY EARNINGS IF YOU BECOME DISABLED DURING A COVERED LAYOFF OR LEAVE OF ABSENCE?

If you become disabled while you are on a covered layoff or leave of absence, we will use your monthly earnings from your Employer in effect just prior to the date your absence begins.

HOW MUCH WILL UNUM PAY YOU IF YOU ARE DISABLED AND WORKING?

We will send you the monthly payment if you are disabled and your monthly disability earnings , if any, are less than 20% of your indexed monthly earnings, due to the same sickness or injury.

If you are disabled and your monthly disability earnings are from 20% through 80% of your indexed monthly earnings, due to the same sickness or injury, Unum will figure your payment as follows:

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During the first 12 months of payments, while working, your monthly payment will not be reduced as long as disability earnings plus the gross disability payment does not exceed 100% of indexed monthly earnings.

Add your monthly disability earnings to your gross disability payment.

Compare the answer in Item 1 to your indexed monthly earnings.

If the answer from Item 1 is less than or equal to 100% of your indexed monthly earnings, Unum will not further reduce your monthly payment.

If the answer from Item 1 is more than 100% of your indexed monthly earnings, Unum will subtract the amount over 100% from your monthly payment.

After 12 months of payments, while working, you will receive payments based on the percentage of income you are losing due to your disability.

Subtract your disability earnings from your indexed monthly earnings.

Divide the answer in Item 1 by your indexed monthly earnings. This is your percentage of lost earnings.

Multiply your monthly payment by the answer in Item 2.

This is the amount Unum will pay you each month.

Unum may require you to send proof of your monthly disability earnings at least quarterly. We will adjust your payment based on your quarterly disability earnings.

As part of your proof of disability earnings, we can require that you send us appropriate financial records which we believe are necessary to substantiate your income.

After the elimination period, if you are disabled for less than 1 month, we will send you 1/30 of your payment for each day of disability.

WILL YOUR PAYMENT BE ADJUSTED BY A COST OF LIVING INCREASE?

Unum will make a cost of living adjustment (COLA) after you have received 1 full year of payments.

Beginning on the first anniversary of payments and each following anniversary while you continue to receive payments for your disability, your payment will increase by the lesser of:

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4%; or

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1/2 of the annual percentage increase in the Consumer Price Index for the calendar year just prior to the relevant anniversary.

Each month Unum will add the cost of living adjustment to your monthly payment. When Unum adds the adjustment to your payment, the increase may cause your payment to exceed the maximum monthly benefit.

The Consumer Price Index (CPI-W) is published by the U.S. Department of Labor. Unum reserves the right to use some other similar measurement if the Department of Labor changes or stops publishing the CPI-W.

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WHAT DISABILITIES ARE NOT COVERED FOR A COST OF LIVING INCREASE?

If you are insured on January 1, 1999, your plan will not provide a cost of living adjustment for any disability caused by, contributed to by, or resulting from the following pre-existing condition.

You have a pre-existing condition if:

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you received medical treatment, consultation, care or services including diagnostic measures, or took prescribed drugs or medicines in the 3 months just prior to January 1, 1999; or you had symptoms for which an ordinarily prudent person would have consulted a health care provider in the 3 months just prior to January 1, 1999; and

•

the disability begins in the first 12 months after January 1, 1999.

HOW CAN WE PROTECT YOU IF YOUR DISABILITY EARNINGS FLUCTUATE?

If your disability earnings routinely fluctuate widely from month to month, Unum may average your disability earnings over the most recent 3 months to determine if your claim should continue.

If Unum averages your disability earnings, we will not terminate your claim unless the average of your disability earnings from the last 3 months exceeds 80% of indexed monthly earnings.

We will not pay you for any month during which disability earnings exceed 80% of indexed monthly earnings.

WHAT ARE DEDUCTIBLE SOURCES OF INCOME?

Unum will subtract from your gross disability payment the following deductible sources of income:

The amount that you receive under:

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a workers’ compensation law.

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an occupational disease law.

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any other act or law with similar intent.

The amount that you receive as disability income payments under any:

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state compulsory benefit act or law .

•

other group insurance plan.

•

governmental retirement system as a result of your job with your Employer.

The amount that you, your spouse and your children receive as disability payments because of your disability under:

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the United States Social Security Act.

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the Canada Pension Plan .

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the Quebec Pension Plan.

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any similar plan or act.

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The amount that you receive as retirement payments or the amount your spouse and children receive as retirement payments because you are receiving retirement payments under:

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the United States Social Security Act.

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the Canada Pension Plan.

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the Quebec Pension Plan.

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any similar plan or act.

The amount that you:

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receive as disability payments under your Employer’s retirement plan .

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voluntarily elect to receive as retirement payments under your Employer’s retirement plan.

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receive as retirement payments when you reach the later of age 62 or normal retirement age, as defined in your Employer’s retirement plan.

Disability payments under a retirement plan will be those benefits which are paid due to disability and do not reduce the retirement benefit which would have been paid if the disability had not occurred.

Retirement payments will be those benefits which are based on your Employer’s contribution to the retirement plan. Disability benefits which reduce the retirement benefit under the plan will also be considered as a retirement benefit.

Regardless of how the retirement funds from the retirement plan are distributed, Unum will consider your and your Employer’s contributions to be distributed simultaneously throughout your lifetime.

Amounts received do not include amounts rolled over or transferred to any eligible retirement plan. Unum will use the definition of eligible retirement plan as defined in Section 402 of the Internal Revenue Code including any future amendments which affect the definition.

The amount that you receive under Title 46, United States Code Section 688 (The Jones Act).

With the exception of retirement payments, Unum will only subtract deductible sources of income which are payable as a result of the same disability.

We will not reduce your payment by your Social Security retirement income if your disability begins after age 65 and you were already receiving Social Security retirement payments.

WHAT ARE NOT DEDUCTIBLE SOURCES OF INCOME?

Unum will not subtract from your gross disability payment income you receive from, but not limited to, the following:

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401(k) plans

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profit sharing plans

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thrift plans

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tax sheltered annuities

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stock ownership plans

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•

non-qualified plans of deferred compensation

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pension plans for partners

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military pension and disability income plans

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credit disability insurance

•

franchise disability income plans

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a retirement plan from another Employer

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individual retirement accounts (IRA)

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individual disability income plans

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no fault motor vehicle plans

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salary continuation or accumulated sick leave plans

WHAT IF SUBTRACTING DEDUCTIBLE SOURCES OF INCOME RESULTS IN A ZERO BENEFIT? (Minimum Benefit)

The minimum monthly payment is the greater of:

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$100; or

•

10% of your gross disability payment.

Unum may apply this amount toward an outstanding overpayment.

WHAT HAPPENS WHEN YOU RECEIVE A COST OF LIVING INCREASE FROM DEDUCTIBLE SOURCES OF INCOME?

Once Unum has subtracted any deductible source of income from your gross disability payment, Unum will not further reduce your payment due to a cost of living increase from that source.

WHAT IF UNUM DETERMINES YOU MAY QUALIFY FOR DEDUCTIBLE INCOME BENEFITS?

When we determine that you may qualify for benefits under Item(s) 1, 2 and 3 in the deductible sources of income section, we will estimate your entitlement to these benefits. We can reduce your payment by the estimated amounts if such benefits:

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have not been awarded; and

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have not been denied; or

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have been denied and the denial is being appealed.

Your Long Term Disability payment will NOT be reduced by the estimated amount if you:

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apply for the disability payments under Item(s) 1, 2 and 3 in the deductible sources of income section and appeal your denial to all administrative levels Unum feels are necessary; and

•

sign Unum’s payment option form. This form states that you promise to pay us any overpayment caused by an award.

If your payment has been reduced by an estimated amount, your payment will be adjusted when we receive proof:

•

of the amount awarded; or

LTD-BEN-6 (9/1/2003) REV

•

that benefits have been denied and all appeals Unum feels are necessary have been completed. In this case, a lump sum refund of the estimated amount will be made to you.

If you receive a lump sum payment from any deductible sources of income, the lump sum will be pro-rated on a monthly basis over the time period for which the sum was given. If no time period is stated, we will use a reasonable one.

HOW LONG WILL UNUM CONTINUE TO SEND YOU PAYMENTS?

Unum will send you a payment each month up to the maximum period of payment. Your maximum period of payment is based on your age at disability as follows:


Age at Disability		Maximum Period of Payment
Less than age 60		To age 65, but not less than 5 years
Age 60		60 months
Age 61		48 months
Age 62		42 months
Age 63		36 months
Age 64		30 months
Age 65		24 months
Age 66		21 months
Age 67		18 months
Age 68		15 months
Age 69 and over		12 months

WHEN WILL PAYMENTS STOP?

We will stop sending you payments and your claim will end on the earliest of the following:

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when you are able to work in your regular occupation on a part-time basis but you choose not to;

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the end of the maximum period of payment;

•

the date you are no longer disabled under the terms of the plan;

•

the date you fail to submit proof of continuing disability;

•

the date your disability earnings exceed the amount allowable under the plan;

•

the date you die.

WHAT DISABILITIES HAVE A LIMITED PAY PERIOD UNDER YOUR PLAN?

Disabilities due to mental illness have a limited pay period up to 24 months.

Unum will continue to send you payments beyond the 24 month period if you meet one or both of these conditions:

If you are confined to a hospital or institution at the end of the 24 month period, Unum will continue to send you payments during your confinement.

If you are still disabled when you are discharged, Unum will send you payments for a recovery period of up to 90 days.

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If you become reconfined at any time during the recovery period and remain confined for at least 14 days in a row, Unum will send payments during that additional confinement and for one additional recovery period up to 90 more days.

In addition to Item 1, if, after the 24 month period for which you have received payments, you continue to be disabled and subsequently become confined to a hospital or institution for at least 14 days in a row, Unum will send payments during the length of the reconfinement.

Unum will not pay beyond the limited pay period as indicated above, or the maximum period of payment, whichever occurs first.

Unum will not apply the mental illness limitation to dementia if it is a result of:

•

stroke;

•

trauma;

•

viral infection;

•

Alzheimer’s disease; or

•

other conditions not listed which are not usually treated by a mental health provider or other qualified provider using psychotherapy, psychotropic drugs, or other similar methods of treatment.

WHAT DISABILITIES ARE NOT COVERED UNDER YOUR PLAN?

Your plan does not cover any disabilities caused by, contributed to by, or resulting from your:

•

intentionally self-inflicted injuries.

•

active participation in a riot.

•

participation in a felony.

•

pre-existing condition.

Your plan will not cover a disability due to war, declared or undeclared, or any act of war.

WHAT IS A PRE-EXISTING CONDITION?

You have a pre-existing condition if:

•

you received medical treatment, consultation, care or services including diagnostic measures, or took prescribed drugs or medicines in the 3 months just prior to your effective date of coverage; or you had symptoms for which an ordinarily prudent person would have consulted a health care provider in the 3 months just prior to your effective date of coverage; and

•

the disability begins in the first 12 months after your effective date of coverage.

WHAT HAPPENS IF YOU RETURN TO WORK FULL TIME AND YOUR DISABILITY OCCURS AGAIN?

If you have a recurrent disability , Unum will treat your disability as part of your prior claim and you will not have to complete another elimination period if:

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•

you were continuously insured under the plan for the period between your prior claim and your recurrent disability; and

•

your recurrent disability occurs within 6 months of the end of your prior claim.

Your recurrent disability will be subject to the same terms of this plan as your prior claim.

Any disability which occurs after 6 months from the date your prior claim ended will be treated as a new claim. The new claim will be subject to all of the policy provisions.

If you become entitled to payments under any other group long term disability plan, you will not be eligible for payments under the Unum plan.

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LONG TERM DISABILITY

OTHER BENEFIT FEATURES

WHAT BENEFITS WILL BE PROVIDED TO YOUR FAMILY IF YOU DIE? (Survivor Benefit)

When Unum receives proof that you have died, we will pay your eligible survivor a lump sum benefit equal to 3 months of your gross disability payment if, on the date of your death:

•

your disability had continued for 180 or more consecutive days; and

•

you were receiving or were entitled to receive payments under the plan.

If you have no eligible survivors, payment will be made to your estate, unless there is none. In this case, no payment will be made.

However, we will first apply the survivor benefit to any overpayment which may exist on your claim.

WHAT IF YOU ARE NOT IN ACTIVE EMPLOYMENT WHEN YOUR EMPLOYER CHANGES INSURANCE CARRIERS TO UNUM? (Continuity of Coverage)

When the plan becomes effective, Unum will provide coverage for you if:

•

you are not in active employment because of a sickness or injury; and

•

you were covered by the prior policy.

Your coverage is subject to payment of premium.

Your payment will be limited to the amount that would have been paid by the prior carrier. Unum will reduce your payment by any amount for which your prior carrier is liable.

WHAT IF YOU HAVE A DISABILITY DUE TO A PRE-EXISTING CONDITION AFTER YOUR EMPLOYER CHANGES INSURANCE CARRIERS TO UNUM OR YOU CHANGE EMPLOYERS AND BECOME INSURED UNDER THE UNUM PLAN? (Continuity of Coverage)

Unum may send a payment if your disability results from a pre-existing condition if you were in active employment and insured under the Unum plan on the date your disability began.

In order to receive a benefit you must satisfy the pre-existing condition provision under:

the Unum plan, using the following rule:

Rule: When determining if you have a pre-existing condition under the Unum plan we will credit the time you were previously covered under a group disability insurance plan or policy or employer-provided disability benefit arrangement if (a) your coverage was continuous to a date within 60 days prior to the effective date of your coverage under this plan; and (b) the prior coverage was substantially similar to this plan; or

LTD-OTR-1 (9/1/2003) REV

the prior carrier’s plan, if benefits would have been paid had that policy remained in force.

If you do not satisfy Item 1 or 2, Unum will not make any payments.

If you satisfy Item 1, we will determine your benefits according to the Unum plan provisions.

If you satisfy Item 2, we will administer your claim according to the Unum plan provisions. However, your benefit will be the lesser of:

the monthly benefit that would have been payable under the terms of the prior plan if it had remained in force; or

the monthly benefit under the Unum plan.

If you only satisfy Item 2 above, your benefits will end on the earlier of the following dates:

the end of the maximum benefit period under the plan; or

the date benefits would have ended under the prior plan if it had remained in force.

WHAT INSURANCE IS AVAILABLE IF YOU END EMPLOYMENT? (Conversion)

If you end employment with your Employer, your coverage under the plan will end. You may be eligible to purchase insurance under Unum’s group conversion policy. To be eligible, you must have been insured under your Employer’s group plan for at least 12 consecutive months. We will consider the amount of time you were insured under the Unum plan and the plan it replaced, if any.

You must apply for insurance under the conversion policy and pay the first quarterly premium within 31 days after the date your employment ends.

Unum will determine the coverage you will have under the conversion policy. The conversion policy may not be the same coverage we offered you under your Employer’s group plan.

You are not eligible to apply for coverage under Unum’s group conversion policy if:

•

you are or become insured under another group long term disability plan within 31 days after your employment ends;

•

you are disabled under the terms of the plan;

•

you recover from a disability and do not return to work for your Employer;

•

you are on a leave of absence; or

•

your coverage under the plan ends for any of the following reasons:

•

the plan is cancelled;

•

the plan is changed to exclude the group of employees to which you belong;

•

you are no longer in an eligible group;

•

you end your working career or retire and receive payment from any Employer’s retirement plan; or

•

you fail to pay the required premium under this plan.

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DISABILITY PLUS RIDER

WHO IS ELIGIBLE FOR DISABILITY PLUS COVERAGE?

You must be insured under the Unum Long Term Disability (LTD) plan to be eligible for the additional disability coverage described in this Rider. All of the policy definitions apply to the coverage as well as policy provisions specified in this Rider.

WHEN WILL THIS COVERAGE BECOME EFFECTIVE?

You will become insured for Disability Plus coverage on the later of:

•

the effective date of this Rider; or

•

your effective date under the LTD plan.

Disability Plus coverage will continue as long as the Rider is in effect and you are insured under the LTD plan. There is no conversion privilege feature for Disability Plus coverage.

WHO PAYS FOR THE DISABILITY PLUS COVERAGE?

Your Employer pays the cost of your coverage.

WHEN WILL YOU BE ELIGIBLE TO RECEIVE DISABILITY PLUS BENEFITS?

We will pay a monthly Disability Plus benefit to you when we receive proof that you are disabled under this rider and are receiving monthly payments under the LTD plan. Disability Plus benefits will begin at the end of the elimination period shown in the LTD plan.

You are disabled under this rider when Unum determines that due to sickness or injury:

•

you lose the ability to safely and completely perform 2 activities of daily living without another person’s assistance or verbal cueing; or

•

you have a deterioration or loss in intellectual capacity and need another person’s assistance or verbal cueing for your protection or for the protection of others.

HOW MUCH WILL UNUM PAY IF YOU ARE DISABLED?

The Disability Plus benefit is 20% of monthly earnings to a maximum monthly benefit of the lesser of the LTD plan maximum monthly benefit or $5,000.

This benefit is not subject to policy provisions which would otherwise increase or reduce the benefit amount such as Deductible Sources of Income.

EXCLUSIONS AND LIMITATIONS

All of the policy provisions that exclude or limit coverage will apply to this Disability Plus Rider.

For Disability Plus coverage, you will be considered to have a pre-existing condition if:

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•

you received medical treatment, consultation, care or services including diagnostic measures, or took prescribed drugs or medicines in the 3 months just prior to your effective date under this rider; or you had symptoms for which an ordinarily prudent person would have consulted a health care provider in the 3 months just prior to your effective date under this rider; and

•

the disability begins in the first 12 months after your effective date under this rider.

This Rider will not cover a loss of activities of daily living or cognitive impairment that exists on your effective date of coverage.

CLAIMS INFORMATION

The LTD claim information section under the policy applies to Disability Plus coverage. We may ask you to be examined, at our expense, by a physician or other medical practitioner of our choice. We may also require an interview with you.

WHEN WILL DISABILITY PLUS BENEFIT PAYMENTS END?

Benefit payments will end on the earliest of the following dates:

•

the date you are no longer disabled under the Rider;

•

the date you become ineligible for monthly payments under the LTD plan;

•

the end of the maximum period of payment shown in the LTD plan; or

•

the date you die.

No survivor benefits are payable for the Disability Plus coverage.

WAIVER OF PREMIUM

Premium for the Disability Plus coverage is not required while you are receiving monthly payments under the LTD plan.

CONTINUITY OF COVERAGE

All of the policy continuity of coverage provisions will apply to this Disability Plus Rider.

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OTHER SERVICES

These services are also available from us as part of your Unum Long Term Disability plan.

HOW CAN UNUM HELP YOUR EMPLOYER IDENTIFY AND PROVIDE WORKSITE MODIFICATION?

A worksite modification might be what is needed to allow you to perform the material and substantial duties of your regular occupation with your Employer. One of our designated professionals will assist you and your Employer to identify a modification we agree is likely to help you remain at work or return to work. This agreement will be in writing and must be signed by you, your Employer and Unum.

When this occurs, Unum will reimburse your Employer for the cost of the modification, up to the greater of:

•

$1,000; or

•

the equivalent of 2 months of your monthly benefit.

This benefit is available to you on a one time only basis.

HOW CAN UNUM’S REHABILITATION SERVICE HELP YOU RETURN TO WORK?

Unum has a vocational rehabilitation program available to assist you to return to work. This program is offered as a service, and is voluntary on your part and on Unum’s part.

In addition to referrals made to the rehabilitation program by our claims paying personnel, you may request to have your claim file reviewed by one of Unum’s rehabilitation professionals. As your file is reviewed, medical and vocational information will be analyzed to determine if rehabilitation services might help you return to gainful employment.

Once the initial review is completed, Unum may elect to offer you a return-to-work program. The return-to-work program may include, but is not limited to, the following services:

•

coordination with your Employer to assist you to return to work;

•

evaluation of adaptive equipment to allow you to return to work;

•

vocational evaluation to determine how your disability may impact your employment options;

•

job placement services;

•

resume preparation;

•

job seeking skills training; or

•

retraining for a new occupation.

HOW CAN UNUM’S SOCIAL SECURITY CLAIMANT ADVOCACY PROGRAM ASSIST YOU WITH OBTAINING SOCIAL SECURITY DISABILITY BENEFITS?

In order to be eligible for assistance from Unum’s Social Security claimant advocacy program, you must be receiving monthly payments from us. Unum can provide expert advice regarding your claim and assist you with your application or appeal.

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Receiving Social Security benefits may enable:

•

you to receive Medicare after 24 months of disability payments;

•

you to protect your retirement benefits; and

•

your family to be eligible for Social Security benefits.

We can assist you in obtaining Social Security disability benefits by:

•

helping you find appropriate legal representation;

•

obtaining medical and vocational evidence; and

•

reimbursing pre-approved case management expenses.

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GLOSSARY

ACTIVE EMPLOYMENT means you are working for your Employer for earnings that are paid regularly and that you are performing the material and substantial duties of your regular occupation. You must be working at least the minimum number of hours as described under Eligible Group(s) in each plan.

Your work site must be:

•

your Employer’s usual place of business;

•

an alternative work site at the direction of your Employer, including your home; or

•

a location to which your job requires you to travel.

Normal vacation is considered active employment.

Temporary and seasonal workers are excluded from coverage.

ACTIVITIES OF DAILY LIVING mean:

•

Bathing—the ability to wash yourself either in the tub or shower or by sponge bath with or without equipment or adaptive devices.

•

Dressing—the ability to put on and take off all garments and medically necessary braces or artificial limbs usually worn.

•

Toileting—the ability to get to and from and on and off the toilet, to maintain a reasonable level of personal hygiene, and to care for clothing.

•

Transferring—the ability to move in and out of a chair or bed with or without equipment such as canes, quad canes, walkers, crutches or grab bars or other support devices including mechanical or motorized devices.

•

Continence—the ability to either:

•

voluntarily control bowel and bladder function; or

•

if incontinent, be able to maintain a reasonable level of personal hygiene.

•

Eating—the ability to get nourishment into the body.

DEDUCTIBLE SOURCES OF INCOME means income from deductible sources listed in the plan which you receive while you are disabled. This income will be subtracted from your gross disability payment.

DISABILITY EARNINGS means the earnings which you receive while you are disabled and working, plus the earnings you could receive if you were working to your maximum capacity.

ELIMINATION PERIOD means a period of continuous disability which must be satisfied before you are eligible to receive benefits from Unum.

EMPLOYEE means a citizen or permanent resident of the United States or Canada who is in active employment in the United States with the Employer unless an exception is applied for and approved in writing by Unum.

EMPLOYER means the Policyholder, and includes any division, subsidiary or affiliated company named in the policy.

EVIDENCE OF INSURABILITY means a statement of your medical history which Unum will use to determine if you are approved for coverage. Evidence of insurability will be at Unum’s expense.

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GRACE PERIOD means the period of time following the premium due date during which premium payment may be made.

GROSS DISABILITY PAYMENT means the benefit amount before Unum subtracts deductible sources of income and disability earnings.

HOSPITAL OR INSTITUTION means an accredited facility licensed to provide care and treatment for the condition causing your disability.

INDEXED MONTHLY EARNINGS means your monthly earnings adjusted on each anniversary of benefit payments by the lesser of 10% or the current annual percentage increase in the Consumer Price Index. Your indexed monthly earnings may increase or remain the same, but will never decrease.

Indexing is only used to determine your percentage of lost earnings while you are disabled and working.

INJURY means a bodily injury that is the direct result of an accident and not related to any other cause. Disability must begin while you are covered under the plan.

INSURED means any person covered under a plan.

LAW, PLAN OR ACT means the original enactments of the law, plan or act and all amendments.

LAYOFF or LEAVE OF ABSENCE means you are temporarily absent from active employment for a period of time that has been agreed to in advance in writing by your Employer.

Your normal vacation time or any period of disability is not considered a temporary layoff or leave of absence.

LIMITED means what you cannot or are unable to do.

MATERIAL AND SUBSTANTIAL DUTIES means duties that:

•

are normally required for the performance of your regular occupation; and

•

cannot be reasonably omitted or modified.

MAXIMUM CAPACITY means, based on your restrictions and limitations, the greatest extent of work you are able to do in your regular occupation, that is reasonably available.

MAXIMUM PERIOD OF PAYMENT means the longest period of time Unum will make payments to you for any one period of disability.

MENTAL ILLNESS means a psychiatric or psychological condition regardless of cause such as schizophrenia, depression, manic depressive or bipolar illness, anxiety, personality disorders and/or adjustment disorders or other conditions. These conditions

are usually treated by a mental health provider or other qualified provider using psychotherapy, psychotropic drugs, or other similar methods of treatment.

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MONTHLY BENEFIT means the total benefit amount for which an employee is insured under this plan subject to the maximum benefit.

MONTHLY EARNINGS means your gross monthly income from your Employer as defined in the plan.

MONTHLY PAYMENT means your payment after any deductible sources of income have been subtracted from your gross disability payment.

PART-TIME BASIS means the ability to work and earn between 20% and 80% of your indexed monthly earnings.

PAYABLE CLAIM means a claim for which Unum is liable under the terms of the policy.

PHYSICIAN means:

•

a person performing tasks that are within the limits of his or her medical license; and

•

a person who is licensed to practice medicine and prescribe and administer drugs or to perform surgery; or

•

a person with a doctoral degree in Psychology (Ph.D. or Psy.D.) whose primary practice is treating patients; or

•

a person who is a legally qualified medical practitioner according to the laws and regulations of the governing jurisdiction.

Unum will not recognize you, or your spouse, children, parents or siblings as a physician for a claim that you send to us.

PLAN means a line of coverage under the policy.

POLICYHOLDER means the Employer to whom the policy is issued.

PRE-EXISTING CONDITION means a condition for which you received medical treatment, consultation, care or services including diagnostic measures, or took prescribed drugs or medicines for your condition during the given period of time as stated in the plan; or you had symptoms for which an ordinarily prudent person would have consulted a health care provider during the given period of time as stated in the plan.

RECURRENT DISABILITY means a disability which is:

•

caused by a worsening in your condition; and

•

due to the same cause(s) as your prior disability for which Unum made a Long Term Disability payment.

REGULAR CARE means:

•

you personally visit a physician as frequently as is medically required, according to generally accepted medical standards, to effectively manage and treat your disabling condition(s); and

•

you are receiving the most appropriate treatment and care which conforms with generally accepted medical standards, for your disabling condition(s) by a physician whose specialty or experience is the most appropriate for your disabling condition(s), according to generally accepted medical standards.

GLOSSARY-3 (9/1/2003) REV

REGULAR OCCUPATION means the occupation you are routinely performing when your disability begins. Unum will look at your occupation as it is normally performed in the national economy, instead of how the work tasks are performed for a specific employer or at a specific location.

RETIREMENT PLAN means a defined contribution plan or defined benefit plan. These are plans which provide retirement benefits to employees and are not funded entirely by employee contributions. Retirement Plan includes but is not limited to any plan which is part of any federal, state, county, municipal or association retirement system.

SALARY CONTINUATION OR ACCUMULATED SICK LEAVE means continued payments to you by your Employer of all or part of your monthly earnings, after you become disabled as defined by the Policy. This continued payment must be part of an established plan maintained by your Employer for the benefit of all employees covered under the Policy. Salary continuation or accumulated sick leave does not include compensation paid to you by your Employer for work you actually perform after your disability begins. Such compensation is considered disability earnings, and would be taken into account in calculating your monthly payment.

SICKNESS means an illness or disease. Disability must begin while you are covered under the plan.

SURVIVOR, ELIGIBLE means your spouse, if living; otherwise your children under age 25 equally.

TOTAL COVERED PAYROLL means the total amount of monthly earnings for which employees are insured under this plan.

WAITING PERIOD means the continuous period of time (shown in each plan) that you must be in active employment in an eligible group before you are eligible for coverage under a plan.

WE, US and OUR means First Unum Life Insurance Company.

YOU means an employee who is eligible for Unum coverage.

GLOSSARY-4 (9/1/2003) REV

ERISA

Additional Summary Plan Description Information

If this policy provides benefits under a Plan which is subject to the Employee Retirement Income Security Act of 1974 (ERISA), the following provisions apply. These provisions, together with your certificate of coverage, constitute the summary plan description. The summary plan description and the policy constitute the Plan. Benefit determinations are controlled exclusively by the policy, your certificate of coverage and the information contained in this document.

Name of Plan:

Tiffany & Co. Plan

Name and Address of Employer:

Tiffany & Co.

600 Madison Avenue, 15th Floor

New York, New York

10022-1615

Plan Identification Number:

Employer IRS Identification #: 13-1387680

Plan #: 505

Type of Welfare Plan:

Disability

Type of Administration:

The Plan is administered by the Plan Administrator. Benefits are administered by the insurer and provided in accordance with the insurance policy issued to the Plan.

ERISA Plan Year Ends:

October 15

Plan Administrator, Name,

Address, and Telephone Number:

Tiffany & Co.

600 Madison Avenue, 15th Floor

New York, New York

10022-1615

(212) 575-8000

Tiffany & Co. is the Plan Administrator and named fiduciary of the Plan, with authority to delegate its duties. The Plan Administrator may designate Trustees of the Plan, in which case the Administrator will advise you separately of the name, title and address of each Trustee.

Agent for Service of

Legal Process on the Plan:

Tiffany & Co.

600 Madison Avenue, 15th Floor

New York, New York

10022-1615

ADDLSUM-1 (9/1/2003) REV

Service of legal process may also be made upon the Plan Administrator, or a Trustee of the Plan, if any.

Funding and Contributions:

The Plan is funded by insurance issued by First Unum Life Insurance Company, 99 Park Avenue, 6th Floor, New York, New York 10016 (hereinafter referred to as “Unum”) under policy number 533717 001. Contributions to the Plan are made as stated under “WHO PAYS FOR THE COVERAGE” in the Certificate of Coverage.

EMPLOYER’S RIGHT TO AMEND THE PLAN

The Employer reserves the right, in its sole and absolute discretion, to amend, modify, or terminate, in whole or in part, any or all of the provisions of this Plan (including any related documents and underlying policies), at any time and for any reason or no reason. Any amendment, modification, or termination must be in writing and endorsed on or attached to the Plan.

EMPLOYER’S RIGHT TO REQUEST POLICY CHANGE

The Employer can request a policy change. Only an officer or registrar of Unum can approve a change. The change must be in writing and endorsed on or attached to the policy.

CANCELLING THE POLICY OR A PLAN UNDER THE POLICY

The policy or a plan under the policy can be cancelled:

•

by Unum; or

•

by the Policyholder.

Unum may cancel or offer to modify the policy or a plan if:

•

there is less than 75% participation of those eligible employees who pay all or part of their premium for a plan; or

•

there is less than 100% participation of those eligible employees for a Policyholder paid plan;

•

the Policyholder does not promptly provide Unum with information that is reasonably required;

•

the Policyholder fails to perform any of its obligations that relate to the policy;

•

fewer than 10 employees are insured under a plan;

•

the Policyholder fails to pay any premium within the 31 day grace period.

If Unum cancels the policy or a plan for reasons other than the Policyholder’s failure to pay premium, a written notice will be delivered to the Policyholder at least 31 days prior to the cancellation date.

ADDLSUM-2 (9/1/2003) REV

The Policyholder may cancel the policy or a plan by written notice delivered to Unum at least 31 days prior to the cancellation date. When both the Policyholder and Unum agree, the policy or a plan can be cancelled on an earlier date. If Unum or the Policyholder cancels the policy or a plan, coverage will end at 12:00 midnight on the last day of coverage.

If the policy or a plan is cancelled, the cancellation will not affect a payable claim.

HOW TO FILE A CLAIM

If you wish to file a claim for benefits, you should follow the claim procedures described in your insurance certificate. To complete your claim filing, Unum must receive the claim information it requests from you (or your authorized representative), your attending physician and your Employer. If you or your authorized representative has any questions about what to do, you or your authorized representative should contact Unum directly.

CLAIMS PROCEDURES

Unum will give you notice of the decision no later than 45 days after the claim is filed. This time period may be extended twice by 30 days if Unum both determines that such an extension is necessary due to matters beyond the control of the Plan and notifies you of the circumstances requiring the extension of time and the date by which Unum expects to render a decision. If such an extension is necessary due to your failure to submit the information necessary to decide the claim, the notice of extension will specifically describe the required information, and you will be afforded at least 45 days within which to provide the specified information. If you deliver the requested information within the time specified, any 30 day extension period will begin after you have provided that information. If you fail to deliver the requested information within the time specified, Unum may decide your claim without that information.

If your claim for benefits is wholly or partially denied, the notice of adverse benefit determination under the Plan will:

•

state the specific reason(s) for the determination;

•

reference specific Plan provision(s) on which the determination is based;

•

describe additional material or information necessary to complete the claim and why such information is necessary;

•

describe Plan procedures and time limits for appealing the determination, and your right to obtain information about those procedures and the right to bring a lawsuit under Section 502(a) of ERISA following an adverse determination from Unum on appeal; and

•

disclose any internal rule, guidelines, protocol or similar criterion relied on in making the adverse determination (or state that such information will be provided free of charge upon request).

Notice of the determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with any applicable legal requirements.

ADDLSUM-3 (9/1/2003) REV

APPEAL PROCEDURES

You have 180 days from the receipt of notice of an adverse benefit determination to file an appeal. Requests for appeals should be sent to the address specified in the claim denial. A decision on review will be made not later than 45 days following receipt of the written request for review. If Unum determines that special circumstances require an extension of time for a decision on review, the review period may be extended by an additional 45 days (90 days in total). Unum will notify you in writing if an additional 45 day extension is needed.

If an extension is necessary due to your failure to submit the information necessary to decide the appeal, the notice of extension will specifically describe the required information, and you will be afforded at least 45 days to provide the specified information. If you deliver the requested information within the time specified, the 45 day extension of the appeal period will begin after you have provided that information. If you fail to deliver the requested information within the time specified, Unum may decide your appeal without that information.

You will have the opportunity to submit written comments, documents, or other information in support of your appeal. You will have access to all relevant documents as defined by applicable U.S. Department of Labor regulations. The review of the adverse benefit determination will take into account all new information, whether or not presented or available at the initial determination. No deference will be afforded to the initial determination.

The review will be conducted by Unum and will be made by a person different from the person who made the initial determination and such person will not be the original decision maker’s subordinate. In the case of a claim denied on the grounds of a medical judgment, Unum will consult with a health professional with appropriate training and experience. The health care professional who is consulted on appeal will not be the individual who was consulted during the initial determination or a subordinate. If the advice of a medical or vocational expert was obtained by the Plan in connection with the denial of your claim, Unum will provide you with the names of each such expert, regardless of whether the advice was relied upon.

A notice that your request on appeal is denied will contain the following information:

•

the specific reason(s) for the determination;

•

a reference to the specific Plan provision(s) on which the determination is based;

•

a statement disclosing any internal rule, guidelines, protocol or similar criterion relied on in making the adverse determination (or a statement that such information will be provided free of charge upon request);

•

a statement describing your right to bring a lawsuit under Section 502(a) of ERISA if you disagree with the decision;

•

the statement that you are entitled to receive upon request, and without charge, reasonable access to or copies of all documents, records or other information relevant to the determination; and

ADDLSUM-4 (9/1/2003) REV

•

the statement that “You or your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency”.

Notice of the determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with any applicable legal requirements.

Unless there are special circumstances, this administrative appeal process must be completed before you begin any legal action regarding your claim.

YOUR RIGHTS UNDER ERISA

As a participant in this Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court.

ADDLSUM-5 (9/1/2003) REV

In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, if, for example, it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

OTHER RIGHTS

Unum, for itself and as claims fiduciary for the Plan, is entitled to legal and equitable relief to enforce its right to recover any benefit overpayments caused by your receipt of deductible sources of income from a third party. This right of recovery is enforceable even if the amount you receive from the third party is less than the actual loss suffered by you but will not exceed the benefits paid you under the policy. Unum and the Plan have an equitable lien over such sources of income until any benefit overpayments have been recovered in full.

DISCRETIONARY ACTS

The Plan, acting through the Plan Administrator, delegates to Unum and its affiliate Unum Group discretionary authority to make benefit determinations under the Plan. Unum and Unum Group may act directly or through their employees and agents or further delegate their authority through contracts, letters or other documentation or procedures to other affiliates, persons or entities. Benefit determinations include determining eligibility for benefits and the amount of any benefits, resolving factual disputes, and interpreting and enforcing the provisions of the Plan. All benefit determinations must be reasonable and based on the terms of the Plan and the facts and circumstances of each claim.

Once you are deemed to have exhausted your appeal rights under the Plan, you have the right to seek court review under Section 502(a) of ERISA of any benefit determinations with which you disagree. The court will determine the standard of review it will apply in evaluating those decisions.

ADDLSUM-6 (9/1/2003) REV

Unum’s Commitment to Privacy

Unum understands your privacy is important. We value our relationship with you and are committed to protecting the confidentiality of nonpublic personal information (NPI). This notice explains why we collect NPI, what we do with NPI and how we protect your privacy.

Collecting Information

We collect NPI about our customers to provide them with insurance products and services. This may include telephone number, address, date of birth, occupation, income and health history. We may receive NPI from your applications and forms, medical providers, other insurers, employers, insurance support organizations, and service providers.

Sharing Information

We share the types of NPI described above primarily with people who perform insurance, business, and professional services for us, such as helping us pay claims and detect fraud. We may share NPI with medical providers for insurance and treatment purposes. We may share NPI with an insurance support organization. The organization may retain the NPI and disclose it to others for whom it performs services. In certain cases, we may share NPI with group policyholders for reporting and auditing purposes. We may share NPI with parties to a proposed or final sale of insurance business or for study purposes. We may also share NPI when otherwise required or permitted by law, such as sharing with governmental or other legal authorities. When legally necessary, we ask your permission before sharing NPI about you . Our practices apply to our former, current and future customers.

Please be assured we do not share your health NPI to market any product or service . We also do not share any NPI to market non-financial products and services. For example, we do not sell your name to catalog companies.

The law allows us to share NPI as described above (except health information) with affiliates to market financial products and services. The law does not allow you to restrict these disclosures. We may also share with companies that help us market our insurance products and services, such as vendors that provide mailing services to us. We may share with other financial institutions to jointly market financial products and services. When required by law, we ask your permission before we share NPI for marketing purposes .

When other companies help us conduct business, we expect them to follow applicable privacy laws. We do not authorize them to use or share NPI except when necessary to conduct the work they are performing for us or to meet regulatory or other governmental requirements.

Unum companies, including insurers and insurance service providers, may share NPI about you with each other. The NPI might not be directly related to our transaction or experience with you. It may include financial or other personal information such as employment history. Consistent with the Fair Credit Reporting Act, we ask your permission before sharing NPI that is not directly related to our transaction or experience with you.

GLB-1 (9/1/2003) REV

Safeguarding Information

We have physical, electronic and procedural safeguards that protect the confidentiality and security of NPI. We give access only to employees who need to know the NPI to provide insurance products or services to you.

Access to Information

You may request access to certain NPI we collect to provide you with insurance products and services. You must make your request in writing and send it to the address below. The letter should include your full name, address, telephone number and policy number if we have issued a policy. If you request, we will send copies of the NPI to you. If the NPI includes health information, we may provide the health information to you through a health care provider you designate. We will also send you information related to disclosures. We may charge a reasonable fee to cover our copying costs.

This section applies to NPI we collect to provide you with coverage. It does not apply to NPI we collect in anticipation of a claim or civil or criminal proceeding.

Correction of Information

If you believe NPI we have about you is incorrect, please write to us. Your letter should include your full name, address, telephone number and policy number if we have issued a policy. Your letter should also explain why you believe the NPI is inaccurate. If we agree with you, we will correct the NPI and notify you of the correction. We will also notify any person who may have received the incorrect NPI from us in the past two years if you ask us to contact that person.

If we disagree with you, we will tell you we are not going to make the correction. We will give you the reason(s) for our refusal. We will also tell you that you may submit a statement to us. Your statement should include the NPI you believe is correct. It should also include the reason(s) why you disagree with our decision not to correct the NPI in our files. We will file your statement with the disputed NPI. We will include your statement any time we disclose the disputed NPI. We will also give the statement to any person designated by you if we may have disclosed the disputed NPI to that person in the past two years.

Coverage Decisions

If we decide not to issue coverage to you, we will provide you with the specific reason(s) for our decision. We will also tell you how to access and correct certain NPI.

Contacting Us

For additional information about Unum’s commitment to privacy, please visit www.unum.com/privacy or www.coloniallife.com or write to: Privacy Officer, Unum, 2211 Congress Street, C467, Portland, Maine 04122. We reserve the right to modify this notice. We will provide you with a new notice if we make material changes to our privacy practices.

GLB-2 (9/1/2003) REV

Unum is providing this notice to you on behalf of the following insuring companies: Unum Life Insurance Company of America, First Unum Life Insurance Company, Provident Life and Accident Insurance Company, Provident Life and Casualty Insurance Company, Colonial Life & Accident Insurance Company, The Paul Revere Life Insurance Company and The Paul Revere Variable Annuity Insurance Company.

Unum is a registered trademark and marketing brand of Unum Group and its insuring subsidiaries.

A-32442 (4-07)

GLB-3 (9/1/2003) REV

Exhibit 10.24 b

LOGO

Provident Life and Casualty Insurance Company

1 Fountain Square, Chattanooga, TN 37402

, the Insured

Policy Number

Disability Income Policy

NON-CANCELLABLE AND GUARANTEED RENEWABLE TO AGE 65, NO CHANGE IN PREMIUM RATES. As long as the premium is paid on time, We cannot change Your Policy or its premium rate until Your 65th birthday.

RENEWAL OPTION AFTER YOU REACH AGE 65. SUBJECT TO CHANGE IN PREMIUM RATES. You may continue Your Policy for a Total Disability benefit with a limited benefit period while You are actively and regularly employed a minimum of 30 hours per week. There is no age limit. This option is explained in Part 4.

Your Right To Cancel. If You are not satisfied with Your Policy, You may cancel it. Return the Policy to Us or Your authorized representative through whom it was purchased by midnight of the tenth day after the date You receive it. If You return the Policy by mail, it must be properly addressed, postage prepaid, and postmarked no later than midnight of that tenth day. Our mailing address is. 1 Fountain Square, Chattanooga, TN 37402. Within ten days after We receive the policy, We will refund any premium You have paid. The Policy will be considered to have never been issued.

Read Your Policy Carefully, It is a legal contract between You and Us.

Signed for by Provident Life and Casualty Insurance Company

President

and Chief Executive Officer

Vice President, Corporate Secretary

and Assistant General Counsel


C–600–F–04		Page 1

TABLE OF CONTENTS


	Page
Renewal Provisions		1

Policy Schedule		3

Part — 1 Definitions		4

Part — 2 Exclusions		8

Part — 3 Premium and Reinstatement		9

Part — 4 Renewal Option After Age 65		11

Part — 5 Claims		12

Part — 6 The Contract		14

Part — 7 Benefits		15

Part — 8 Recurrent and Concurrent Disability		16

A copy of Your application, added benefits You have purchased, and any added provisions are attached at the back of the Policy.


600		Page 2

POLICY SCHEDULE


Insured —		Policy Number —
Effective Date —		First Renewal Date —
		Renewal Term — Twelve Months

Summary of Premium

Non-Tobacco User


Pro-rata premium payable to August 1, 2012:		Your premium will then be:

Annual Premium for Disability Benefits

Annual Premium for Additional Benefits

Total Annual Premium

Your Discounted Annual Premium

Other Premium Paying Methods:

Semi-Annual

Quarterly

Monthly (Insurematic Bank Draft)

Table of Total Disability Benefits


Elimination	Maximum Benefit Periods	Total Disability
Period	For Total Disability	Monthly Amount

180 Days	To Age 65

The Maximum Benefit Periods for Total Disability may change due to Your age at Total Disability. Please see the Maximum Benefit Periods for Total Disability section of the Policy Schedule.


Maximum Benefit Period for Mental Disorders:		Same as the Maximum Benefit
		Periods for Total Disability

Benefits for Mental Disorders will be payable for the Maximum Benefit Period for Mental Disorders not to exceed the Maximum Benefit Periods for Total Disability.

Benefits payable beyond the Maximum Benefit Period for Mental Disorders for a hospital confinement due to a Disability from Mental Disorders will in no event exceed the Maximum Benefit Periods for Total Disability.


Your Occupation Period:		Same as the Maximum Benefit
		Periods for Total Disability

(Policy Schedule is continued on next page.)


600–NY–F		Page 3

POLICY SCHEDULE (continued)


Maximum Benefit Period for Recovery Benefits:		Same as the Maximum Benefit
		Periods for Total Disability

Recovery Benefits will be payable for the Maximum Benefit Period for Recovery Benefits not to exceed the Maximum Benefit Periods for Total Disability.

Maximum Benefit Periods for Total Disability


To Age 65:	Before Age 61	To Age 65
	At Age 61 but before Age 62	48 Months
	At Age 62 but before Age 63	42 Months
	At Age 63 but before Age 64	36 Months
	At Age 64 but before Age 65	30 Months
	At or after Age 65 but before Age 75	24 Months
	At or after Age 75	12 Months

Residual Disability Benefits


Work Incentive Period		Maximum Benefit Period For Residual Disability

12 Months		Same as the Maximum Benefit Periods for Total Disability

Lifetime Continuation Option


Elimination Period	Benefit Amount for Nursing Home and Home Care Insurance Policy	Lifetime Maximum Benefit Amount for Nursing Home and Home Care Insurance Policy

90 Days	per month


600-NY-F		Page 3.(cont.)

INTRODUCTION

This Policy is a legal contract between You and Us. It is issued in consideration of the payment, in advance, of the premium and of Your statements and representations in the application(s). A copy of the application(s) is attached and is part of Your Policy. Omissions and misstatements in the application(s) could cause an otherwise valid claim to be denied or Your Policy to be rescinded.

We agree to pay benefits subject to all of the provisions contained in Your Policy. You agree to do all that would be reasonably expected to mitigate any loss. Loss must begin while Your Policy is in force.

PART 1—DEFINITIONS

THE FOLLOWING WORDS HAVE SPECIAL MEANINGS. THEY ARE IMPORTANT IN DESCRIBING YOUR RIGHTS AND OUR RIGHTS UNDER THE POLICY. REFER BACK TO THESE MEANINGS AS YOU READ YOUR POLICY.

Any Occupation means Any Occupation for which You are reasonably fitted based on education, training or experience.

Complications of Pregnancy means conditions requiring medical treatment prior or subsequent to the termination of pregnancy whose diagnoses are distinct from pregnancy, but which are adversely affected by pregnancy or caused by pregnancy, such as acute nephritis, nephrosis, cardiac decompensation, missed abortion, disease of the vascular, hemopoieatic, nervous, or endocrine systems, and similar medical and surgical conditions of comparable severity; but will not include false labor, occasional spotting, physician prescribed rest during the period of pregnancy, morning sickness and similar conditions associated with the management of a difficult pregnancy not constituting a classifiably distinct complication of pregnancy; hyperemesis gravidarum and pre-eclampsia requiring hospital confinement, ectopic pregnancy which is terminated, and spontaneous termination of pregnancy which occurs during a period of gestation in which a viable birth is not possible; and conditions requiring medical treatment after the termination of pregnancy whose diagnoses are distinct from pregnancy, but which are adversely affected by pregnancy, or caused by pregnancy.

Concurrent Disability means a Disability that is caused by more than one Injury and/or Sickness.

Contest means that We question the validity of coverage under Your Policy by letter to You. This contest is effective on the date We mail the letter and refund the premium to You.

CPI-U means the Consumer Price Index for all Urban Consumers. It is published by the United States Department of Labor. If this index is discontinued or if the method of computing is materially changed, We may choose another index. We will choose an index that, in Our opinion, would most accurately reflect the rate of change in the cost of living in the United States. This index will be subject to the prior approval of the Insurance Department of the state of New York. CPI will then mean the index We chose.

CPI-U Change means the result of a computation We will make as of each Review Date. We will divide the CPI-U for the most recent Index Month by the CPI-U for the Index Month prior to the most recent Index Month.


600–NY–2		Page 4

CPI-U Factor means the result of the CPI-U Change as of the current Review Date multiplied by the CPI-U Change for each prior Review Date occurring since the Disability began. The CPI-U Factor as of the first Review Date will equal the CPI-U Change as of that Review Date. The CPI-U Factor is determined as of each Review Date while Disability continues.

Disability or Disabled means that You are Totally Disabled or Residually Disabled. Disability must start while this Policy is in force; except, if the Policy terminates, a Disability resulting from Injuries may begin within 30 days from the date of an accident that occurred before the Policy terminated. A Disability begins with an Elimination Period and has a maximum benefit period applied to it.

Effective Date means the date that the Policy becomes effective. It is shown in the Policy Schedule.

Elimination Period means the number of days that must elapse in a Disability before benefits become payable. The number of days is shown in the Policy Schedule. These days need not be consecutive; they can be accumulated during a Disability to satisfy an Elimination Period. Benefits are not payable, nor do they accrue, during an Elimination Period.

Hospital means a short-term, acute, general hospital, which:

1.	is primarily engaged in providing, by or under the continuous supervision of physicians, to inpatients, diagnostic services and therapeutic services for diagnosis, treatment and care of injured or sick persons;

2.	has organized departments of medicine and major surgery;

3.	has a requirement that every patient must be under the care of a physician or dentist;

4.	provides 24-hour nursing service by or under the supervision of a registered professional nurse (R.N.);

5.	if located in New York State, has in effect a hospitalization review plan applicable to all patients which meets at least the standards set forth in section 1861 (k) of United States Public Law 89-97, (42 USCA 1395x(k)); and

6.	is duly licensed by the agency responsible for licensing such hospitals.

In no event will Hospital, other than incidentally, mean a place of rest, a place primarily for the treatment of tuberculosis, a place for the aged, a place for drug addicts, alcoholics, or a place for convalescent, custodial, educational, or rehabilitative care.

Index Month means the calendar month four months prior to the calendar month in which a Review Date occurs. The first Index Month for any Disability will be the calendar month four months prior to the month that Your Disability began.

Injury or Injuries means accidental bodily injury that occurs after the Effective Date and while Your Policy is in force.

Insured is named in the Policy Schedule and is the owner of this Policy.

Loss of Earnings for any month means Your Prior Earnings minus Your Monthly Earnings in the month for which a benefit is claimed. This difference will be considered a Loss of Earnings to the extent it is due to the Injury or Sickness that caused the Disability. The Loss of Earnings must be at least 20% of Prior Earnings.

Maximum Benefit Period for Mental Disorders is the longest period of time for which We will pay benefits for loss contributed to or caused by Mental Disorders. It is shown in the Policy Schedule.


600–NY–F		Page 5

Maximum Benefit Period for Residual Disability is the longest period of time for which We will pay benefits during Residual Disability. It is shown in the Policy Schedule.

Maximum Benefit Period for Total Disability is the longest period of time for which We will pay benefits during a Total Disability. It is shown in the Policy Schedule.

Mental Disorders means any disorder (except dementia resulting from stroke, trauma, infections or degenerative diseases such as Alzheimer’s disease) classified in the Diagnostic and Statistical Manual of Mental Disorders (DSM), published by the American Psychiatric Association, most current as of the start of a Disability. Such disorders include, but are not limited to psychotic, emotional or behavioral disorders, or disorders relatable to stress or to substance abuse or dependency. If the DSM is discontinued or replaced, these disorders will be those classified in the diagnostic manual then in use by the American Psychiatric Association as of the start of a Disability.

Monthly Earnings means Your salary, wages, commissions, bonuses, fees and income earned for services performed. If You own any portion of a business or profession, it means:

Your share of income earned by that business or profession;

less Your share of business expenses that are deductible for Federal income tax purposes;

plus Your salary and any contributions to a pension or profit sharing plan made on Your behalf.

Monthly Earnings does not include:

income from deferred compensation plans, disability income policies or retirement plans; or

income not derived from Your vocational activities.

We will allow either the cash or accrual accounting method, but during a Disability, the same method must be used when determining Loss of Earnings.

Physician means a person who is licensed by law, and is acting within the scope of the license, to treat Injuries or Sickness that results in a Disability. A Physician cannot be You or anyone related to You by blood or marriage, a business or professional partner, or any person who has a financial affiliation or business interest with You. A Physician must be a licensed psychiatrist or a licensed doctoral level psychologist if a Disability is due to a Mental Disorder that is classified in the Diagnostic and Statistical Manual of Mental Disorders (DSM), or its successor, published by the American Psychiatric Association as of the beginning of a Disability.

Physician’s Care means the regular and personal care of a Physician as frequently as is medically required according to standard medical practice, and which, under prevailing medical standards, is appropriate for the condition causing the Disability.

Policy means the legal contract between You and Us. The policy, any application(s), the Policy Schedule(s) and any attached papers that We call riders, amendments, or endorsements make up the entire contract between You and Us.


600–NY		Page 6

Pre-existing Condition means a sickness or physical condition for which within two years prior to the Effective Date:

symptoms existed that would ordinarily cause a prudent person to seek advice or treatment from a Physician; or

advice or treatment was recommended by or received from a Physician.

Prior Earnings means the greater of Your Monthly Earnings:

for the 12 months just prior to the Disability for which claim is made; or

for the fiscal year with the higher earnings of the last two fiscal years prior to the Disability for which claim is made.

Starting as of the first Review Date, We will make an inflation adjustment to Your Prior Earnings. We will multiply Your Prior earnings by the CPI-U Factor. The result will be used until the next Review Date to compute Residual Disability Benefit amounts payable. The inflation adjustment increase will be at least 2 % of Your Prior Earnings amount. In no event will the inflation adjustment increase be more than 10% of Your Prior Earnings amount.

Recurrent Disability means a Disability that occurs within twelve months after the end of a previous Disability that is due to the same or related causes.

Residual Disability or Residually Disabled means that You are not Totally Disabled, but due to Injury or Sickness;

You are unable to perform one or more of the material and substantial duties of Your Occupation; or You are unable to perform them for as long as normally required to perform them; and

You are receiving Physician’s Care. We will waive this requirement if We receive written proof acceptable to Us that further care would be of no benefit to You.

After the end of the Elimination Period, Residual Disability or Residually Disabled also means;

You incur a Loss of Earnings while You are engaged in Your Occupation or Any Occupation.

Review Date means each anniversary of the start of a Disability.

Rider Effective Date means the date that the Rider becomes effective. It is shown in the Policy Schedule.

Sickness means sickness or disease that first manifests itself after the Effective Date and while Your Policy is in force. It includes Disability from surgery performed to improve Your appearance or prevent disfigurement or to transplant part of Your body to someone else.


600–NY–F		Page 7

Total Disability or Totally Disabled means that because of Injuries or Sickness:

You are unable to perform the material and substantial duties of Your Occupation; and

You are not engaged in any other occupation; and

You are receiving Physician’s Care. We will waive this requirement if We receive written proof acceptable to Us that further Physician’s Care would be of no benefit to You.

After the end of the Your Occupation Period, then Total Disability also means:

You are unable to perform the material and substantial duties of Any Occupation.

Total Disability Monthly Amount is shown in the Policy Schedule.

We, Our, and Us refer to The Provident Life and Accident Insurance Company and its affiliates.

Work Incentive Period for Residual Disability is shown in the Policy Schedule.

You, Your and Yourself refer to the Insured named in the Policy Schedule.

Your Occupation means the occupation or occupations, as performed in the national economy, rather than as performed for a specific employer or in a specific location, in which You are regularly engaged at the time You become Disabled.

Your Occupation Period is shown in the Policy Schedule.

PART 2—EXCLUSIONS

Exclusions

We will not pay benefits for a Disability contributed to or caused by:

war or act of war, whether declared or undeclared; or

normal pregnancy or childbirth during the first 90 days of Disability (We will pay benefits for loss caused by Complications of Pregnancy.); or

intentionally self inflicted injuries; or

any loss We have excluded by name or specific description (any such exclusion will appear in the Policy Schedule).

We will not pay benefits for any period of time during a Disability that You reside outside the United States or its possessions, or the countries of Canada or Mexico for more than 12 months in the aggregate, unless We agree in writing. You will be considered to reside outside these countries when You have been outside the United States or its possessions, Canada or Mexico for a total period of 6 months or more during any 12 consecutive months during a Disability.

Pre-existing Conditions Limitation

We will not pay benefits for a Disability caused by a Pre-existing Condition that was not disclosed, or that was misrepresented, in answer to a question in the application for this Policy.


600–NY		Page 8

PART 3—PREMIUM AND REINSTATEMENT

Payment of Premium

The first term of this Policy starts on the Effective Date shown in the Policy Schedule. It ends on the First Renewal Date. Later terms are periods for which You pay renewal premiums. All terms will begin and end at 12:01 A.M., Standard Time at Your home. You continue the Policy in force from term to term by paying premiums when due. The renewal premium for each term is due on the day the preceding term ends, subject to the grace period.

Premiums may be paid annually or semi-annually. If Our rules permit it, You can pay the premiums quarterly or monthly. We will allow You to change this by written request. But, We will not allow a change while You are Disabled.

Grace Period

Unless not less than 30 days prior to the renewal date We have delivered to You or mailed by first class mail to Your last address shown in Our records written notice of Our intent not to renew this Policy beyond the period for which the premium has been accepted, a grace period of 31 days is allowed for late payement of premium, falling due after the first premium. Your Policy will remain in force during the grace period.

If the premium is not paid when it is due or within the grace period, the Policy will lapse.

Reinstatement

If a renewal premium is not paid before the grace period ends, the Policy will lapse. You may apply to reinstate this Policy within six months from the date of the Policy lapse by: 1) completing an application for reinstatement and 2) paying the full amount of overdue premium. You will be given a conditional receipt for the premium tendered. If Your application is approved, the Policy will be reinstated as of the approval date. If We fail to act on Your application (by approving or disapproving it) within 45 days from the date of the conditional receipt, the Policy will be reinstated on that 45th day.

If We or one of Our authorized representatives accept the overdue premiums without requiring an application for reinstatement, the Policy will be reinstated.

The reinstated Policy will cover only loss that results from Injuries that occur after the date of reinstatement or Sickness that is first manifested more than 10 days after that date. In all other respects, Your rights and Ours will remain the same, subject to any provisions noted on or attached to the reinstated Policy.


600–NY		Page 9

Premium Refund

We will make pro-rata refunds of premium:

in the event of Your death (such refunds will be made to Your estate for any premium paid for a period beyond the date of Your death.);

if the Policy terminates because You stop working (except because of Injury or Sickness) when this Policy has been continued after Your 65th birthday, or if later, after it has been in force for five years;

if You suspend Your Policy in accordance with the Suspension During Military Service provision; or

in accordance with the Waiver of Premium provision.

Suspension During Military Service

You may suspend Your Policy if You enter full-time active duty: 1) in the military (land, sea or air) service of any nation or international authority, or 2) in a reserve component of the armed forces of the United States, including the National Guard. However, You may not suspend the Policy during active Military training lasting three months or less. The Policy will not be in force while it is suspended, and you will not have to pay any premiums. When We receive Your written request to suspend the Policy, He will refund the pro-rata portion of any premium paid for a period beyond the date We receive Your request.

You may place this Policy back in force without evidence of insurability. The Policy may be placed back in force as of the date of termination of the period of full-time active duty. Your coverage will start again when:

We receive Your written request to place the Policy back in force; and

You have paid the pro-rata premium for coverage until the next premium due date.

We must receive Your request and premium payment within 90 days after the date. Your active duty service in the military ends. Premiums will be at the same rate they would have been had Your Policy remained in force. In all other respects, You and we will have the same rights under the Policy as before it was suspended.

Waiver of Premium

After 90 days of Disability resulting from Injuries or Sickness not excluded from coverage, We will:

refund any premiums for this Policy that were due and paid while You were Disabled; and

waive the payment of premiums that thereafter become due for as long as the Disability continues, but not beyond the maximum benefit period.

After the Disability ends, or after the maximum benefit period ends, whichever comes first, to keep this Policy in force You must resume the payment of premiums by paying the pro-rata premium until the next premium due date. Thereafter premium will be due and payable as provided in the Policy.

For premiums to be waived, You must provide Us with satisfactory proof of Disability.


600–NY–F		Page 10

PART 4—RENEWAL OPTION IF EMPLOYED

BENEFITS FOR TOTAL DISABILITY—LIMITED BENEFIT PERIOD

Renewal Option

After Your 65th birthday You may continue Your Policy while:

You remain actively and regularly employed for at least 30 hours per week; and

The premium is paid on time.

We can require proof after Your 65th birthday that You have continued to be actively and regularly employed for at least 30 hours per week.

The Policy must be in force when You elect this option.

The only benefits that will continue under this option are Benefits for Total Disability. All other benefits and options in force on Your 65th birthday will end on that date, unless otherwise stated in Your Policy.

Maximum Benefit Period for Total Disability

If You elect this option, We will pay the Total Disability Monthly Amount subject to the same provisions , exceptions and limitations in the Policy.

For Total Disability starting:

After Your 65th birthday, but before Your 75th birthday, the Maximum Benefit Period for Total Disability will be 24 months or the period shown in the Policy Schedule if less; and

After Your 75th birthday, the Maximum Benefit Period for Total Disability will be 12 months.

Premiums after Age 65

The premium will be the rate then in effect for Your rating group. We can change the premium rate but only if We change the rate for everyone who has this policy form in Your rating group in the state in which this Policy was issued. Coverage will be provided for any period after Your 65th birthday for which a premium has been accepted.

Any premium paid after Your 65th birthday for a period not covered by Your Policy under this option will be returned to You.


600–NY		Page 11

PART 5—CLAIMS

Time of Loss

All losses must occur while Your Policy is in force.

Written Notice of Claim

Written notice of claim must be given to Us within 30 days after a covered loss starts. If this cannot be done, then notice must be given as soon thereafter as is reasonably possible. You should send the notice to Our home office, 1 Fountain Square, Chattanooga, Tennessee 37402, or to Your agent. Notice should include Your name and the policy number.

Claim Forms

After We receive the written notice of claim, We will send You Our proof of loss forms within 15 days. If We do not, You will meet the written proof of loss requirements if You send Us, within the time set forth below, a written statement of the nature and extent of Your loss.

Written Proof of Loss

Written proof of loss must be sent to Us within 90 days after the end of each period for which You are claiming benefits. If that is not reasonably possible, Your claim will not be reduced or denied for that reason if such proof is filed as soon as is reasonably possible. However, unless You are legally incapacitated, written proof must be given within one year after the date it was required.

We can require any proof that We consider necessary to consider your claim. This may include medical information, personal and business tax returns filed with the Internal Revenue Service, financial statements, accountant’s statements or other proof acceptable to Us. Also, We or an independent accountant retained by Us shall have the right to examine the financial records of the business and of the Insured as often as We may reasonably require.

Examinations

At Our expense, We can require that You undergo a medical examination, functional capacity examination and/or psychiatric examination, including any related tests as are reasonably necessary to the performance of the examination by a Physician or specialist appropriate for the condition at such time and place and as frequently as We may reasonably require. We reserve the right to select the examiner. We will pay for the examination, including the costs associated with Your travel to the examination, if the examination cannot be conducted locally.

You must meet with Our representative for a personal interview or review of records at such time and as frequently as We reasonably require.

Responsibility to Obtain Appropriate Medical Care

You have the responsibility to obtain all reasonably appropriate medical care and treatment using all generally accepted medical procedures for the condition upon which the claim for benefits under the Policy is based. This medical care must be medically reasonable for such conditions to an ordinarily prudent person.


600–NY		Page 12

Time of Payment Of Claim

After We receive satisfactory written proof of loss, We will pay monthly all benefits We owe You at the end of each month of Disability. For periods less than one month, We will pay 1/30th of the benefit for each day of Disability. The balance of any unpaid benefits will be paid promptly at the end of the claim.

Payment of Claims

All benefits will be paid to You. Benefits terminate upon Your death. If any benefit is payable but not yet paid upon Your death, then We will pay Your estate. If You are not competent to give valid release, We can pay up to 1,000 dollars to one of Your relatives who We believe is equitably entitled to it. If We do that in good faith. We will not be liable to anyone for the amount We pay.


600–NY		Page 13

PART 6—THE CONTRACT

Entire Contract; Changes

This Policy (with the application and attached papers) is the entire contract between You and Us. No change in this Policy will be effective until approved by a Company officer. This approval must be noted on or attached to this Policy. No agent may change this Policy or waive any of its provisions.

Time Limit On Certain Defenses

Misstatements in the Application

After two years from the Effective Date of this Policy, no misstatements, except fraudulent misstatements, made by You in the application for this Policy will be used to void or Contest the Policy or to deny a claim for loss incurred or Disability that starts after the end of such two year period.

Limitation on Pre-existing Conditions

No claim for loss incurred or Disability that starts after two years from the Effective Date of this Policy will be reduced or denied on the ground that a sickness or physical condition not excluded by name or specific description had existed before the Effective Date of this Policy.

Conformity With State Statutes

Any provisions in this Policy which, on its Effective Date, conflict with the laws of the state in which You reside on that date is amended to meet the minimum requirements of such laws.

Legal Action

You cannot bring legal action within 60 days from the date written proof of loss is given. You cannot bring it after 3 years from the date written proof of loss is required.

Assignment

We will not be bound by an assignment of Your Policy for any claim unless We receive a written assignment at Our home office before We pay the benefits claimed. We will not be responsible for the validity of any assignment. An absolute assignment is a change of policy owner to the assignee. A collateral assignment is not a change of the policy owner; in this case benefits will be paid jointly to the policy owner and the assignee.

Misstatement of Age

If Your age has been misstated, the benefits under the Policy will be those that the premium You paid would have purchased at Your correct age.

Illegal Occupation

We shall not be liable for any loss to which a contributing cause was Your commission of or attempt to commit a felony or to which a contributing cause was Your being engaged in an illegal occupation.


600–NY–F		Page 14

PART 7—BENEFITS

Benefits for Total Disability

If You are Totally Disabled, We will pay benefits as follows:

Benefits start to accrue on the day of Total Disability following the Elimination Period.

The Total Disability Monthly Amount will be paid for as long as Total Disability continues, but not beyond the Maximum Benefit Period for Total Disability.

Benefits for Disability Resulting from a Mental Disorder

If Your Disability is contributed to or caused by a Mental Disorder, We will pay benefits according to the provisions of this Policy, except as limited by the Maximum Benefit Period for Mental Disorders.

If, at the end of the Maximum Benefit Period for Mental Disorders, You are continuously confined, due to a Disability from Mental Disorders, in a Hospital under the care of a Physician, We will waive the Maximum Benefit Period for Mental Disorders for the duration of Your hospital confinement for this Disability.

Benefits for Residual Disability

If You are Residually Disabled, We will pay benefits as follows:

Benefits start to accrue on the day of Residual Disability following the Elimination Period or after Your Total Disability ends, if later.

The Residual Disability Monthly Amount will be determined each month using the following formulas:

During the Work Incentive Period, the following formula will be used:

Prior Earnings minus(-) Monthly Earnings = Residual Disability

Monthly Amount*

* Residual Disability Monthly Amount cannot exceed the Total Disability Monthly Amount.

After the Work Incentive Period, the following formula will be used;

Loss of Earnings

Total Disability

Monthly Amount

Residual Disability

Monthly Amount

Prior Earnings

If the Loss of Earnings equals 75% or greater of Prior Earnings, We will deem the loss to be 100% of Prior Earnings.

The Residual Disability Monthly Amount will be paid for as long as Residual Disability continues, but not beyond the Maximum Benefit Period for Residual Disability.

Residual Disability benefits will not be paid for any days for which Total Disability benefits are paid.


600		Page 15

Rehabilitation Benefit

Rehabilitation will be voluntary on Your part and on Our part. If You and We agree on a program of occupational rehabilitation in advancer, We will pay for the program as set forth in a written agreement. The goal of the program must be to return You to work.

The extent of Our role will he determined by the written agreement. Generally, We will pay the expenses of the program that are not already covered by some other social or insurance program. Some of the services that might be provided could include, but are not limited to:

coordination of physical rehabilitation and medical services;

financial and business planning;

vocational evaluation and transferable skills analysis;

career counseling and retraining;

labor market surveys and job placement services; and

evaluation of necessary worksite modifications and adaptive equipment.

We can periodically review the program and Your progress in it. We will continue to pay for the program as long as We determine that it is helping You return to work in Your Occupation during Your Occupation Period or Any Occupation thereafter.

As long as You continue to qualify for Policy benefits, participation in the program will not, of itself, be considered a recovery from Injury or Sickness, and benefits will continue as provided in the Policy while You are actively participating in the program.

PART 8—RECURRENT DISABILITY AND CONCURRENT DISABILITY

Recurrent Disability

If after the end of a Disability You have a Recurrent Disability, it will be considered to be a continuing Disability in order to determine the Elimination Period and the maximum benefit period applied to it.

Concurrent Disability

We will pay benefits for a Concurrent Disability as if it was caused by only one Injury or Sickness. We will not pay for more than one Disability benefit for the same period, except in the event of a Catastrophic Disability. We will always pay the larger benefit.


600		Page 16

POLICY RIDER

This rider is a part of Your Policy to which it is attached. This benefit is subject to the terms and conditions of this rider and the rest of the Policy. All provisions of Your Policy apply to this rider and remain the same except where We change them by this rider.

This rider is effective on the Effective Date of Your Policy or the Rider Effective Date, whichever is later.

Your Policy is amended by deleting the following exclusion:

Normal pregnancy or childbirth during the first 90 days of Disability (We will pay benefits for loss caused by complications of pregnancy.)

PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY

LOGO

President and Chief Executive Officer


C–600–ML–NY–F		Page 1

CHOICE RIDER

This rider is effective on the Effective Date of Your Policy or the Rider Effective Date, whichever is later.

Your Policy is amended by adding or changing the following provisions:

DEFINITIONS

Full Time Work means working at least as many hours as You worked prior to Disability. In no event will We consider Full Time work to mean more than 50 hours per week.

Maximum Benefit Period for Recovery Benefits is the longest period of time for which We will pay benefits during a Recovery. It is shown in the Policy Schedule.

Recovery means that, following a Disability that continued at least until the end of the Elimination Period:

You incur a Loss of Earnings that is due to the prior Injury or Sickness that caused the Disability; and

You have returned to Full Time Work in Your Occupation.

BENEFITS

Benefits for Recovery

If You experience a Recovery, We will pay benefits as follows:

Benefits start to accrue on the day after Your Disability ends.

The Recovery Benefit will be determined each month using the following formula:

Loss of Earnings

Total Disability

Monthly Amount

Recovery Benefit

Prior Earnings

The Recovery Benefit will be paid for as long as Your Recovery continues, but not beyond the Maximum Benefit Period for Recovery Benefits.

PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY

LOGO

President and Chief Executive Officer


C–600–C–F		Page 1

Exhibit 10.24c

LOGO

LLOYD’S OF LONDON

CONTRACT FRUSTRATION INSURANCE

This Policy is attached to and forms part of Policy provisions (Form SLC-3 USA).

POLICY NUMBER:


INDIVIDUAL DISABILITY INCOME INSURANCE POLICY		This is a legal contract between Lloyd’s of London (We, Our, or Us), and the Owner (You or Your). This Policy is issued in consideration of the attached Schedule, Application and other attached papers and the payment of the required Premium Due.

THIS POLICY PROVIDES		Individual Disability Insurance coverage for loss due to Accident and/or Sickness. We will pay the benefits shown on the Benefit Schedule to the Beneficiary named in the Benefit Schedule after we receive satisfactory proof that the Insured has sustained a covered loss. Disability due to sickness must result from Sickness which is first diagnosed while the Policy is in force and causes Total Disability to commence while this Policy is in force, or within 365 days of a covered Sickness. Disability due to injury must result from an injury which occurs while this Policy is in force and causes Total Disability to begin while this Policy is in force, or within 365 days of a covered Accident. No dividends are payable. This insurance is subject to the terms, conditions, and limitations of this Policy. Your applicable coverage is shown on the attached Schedule. Read Your Policy carefully.

RENEWAL PROVISION		This Policy is not renewable. This Policy is in force for the full Term for which the Premium has been paid, subject to our limited right to terminate coverage as set forth in the provision entitled “When Your Coverage Ends”.

10 DAY RIGHT TO EXAMINE POLICY		This Policy can be returned for any reason within ten (10) days following the Effective Date. You can return the Policy by mail or in person to us. We will refund any Premium paid and treat the Policy as if it were never issued.

The Policy is governed by the laws of the state of the Owner as listed on the Schedule Page.

Signed by Exceptional Risk Advisors, LLC



Edward A. Tafaro, Chief Executive Officer

THIS POLICY IS NON-RENEWABLE. PLEASE READ THE POLICY CAREFULLY.


LL-ERA6/11-Policy		Lloyd’s of London		Page 1

SCHEDULE

The data entered below is subject to the applicable Provisions of the Policy In accordance with the Benefit Coverage provided.



Policy Number:		Premium Mode:	Annual

Effective Date:		Termination Date:

Name of Insured:		Occupation:	Executive
Address:		And
City, State and Zip:		Duties:	Administrative

Name of Owner:		Name of Beneficiary: (if other than Owner)	Same
Address:	c/o 15 Sylvan Way	Address:
City, State and Zip:	Parsippany, New Jersey 07054	City, State and Zip:


BENEFIT SCHEDULE		Coverage is provided for the following benefits. If no coverage is provided, the word “No” will be checked, and “NIL” will appear in the appropriate space.


Total Disability for Accident & Sickness Benefit:		x Yes ¨ No

Elimination Period	180 Days	Maximum Amount

Payable		per month for

Residual Disability Benefit: (only available if Total Disability Benefit is selected)		Cost of Living Adjustment:

¨ Yes x No		¨ Yes x No

Permanent Total Disability for Accident & Sickness Benefit:		¨ Yes x No

Lump Sum	NIL	Elimination Period NIL

Accidental Death Benefit:		¨ Yes x No

Principal Sum	NIL

Accidental Death and Dismemberment Benefit:		¨ Yes x No

Principal Sum	NIL

Combined Maximum Benefit Payable any one Accident or Sickness:	$600,000

Exclusions Deleted:	None


Forms Attached at Issuance:		LL-ERA1/11 Insert/TTD-REI, Policy Delivery Receipt, LSW1135B, Syndicate List, LSW1001, NMA1168, Application, Amendment Rider, NJ Policy Statement


LL-ERA6/11-Policy		Lloyd’s of London		Page 2

PREMIUM SCHEDULE

Premium Due Date:

Premium Payable:

NJ Surplus Lines Tax @ 5%:

Policy Fee:

Total Annual Premium:

*	Applicable Surplus Lines Taxes and Fees subject to state regulations at Premium Due Dates.

SECURITY


INSURANCE IS EFFECTIVE WITH CERTAIN		PERCENTAGE
UNDERWRITERS AT LLOYD’S, LONDON		100%


PREMIUM PROVISIONS		The following provisions are provided for Annual and Installment Premiums only. Premium must be paid on or before the Premium Due Dates shown above and are not subject to change.

GRACE PERIOD		After the first Premium is paid, We will allow a Grace Period of 31 days for the payment of each subsequent Premium amount due. During the Grace Period this Policy will stay in force.

UNPAID PREMIUM		Upon the payment of a claim under this Policy, any Premium due and unpaid will be deducted from such benefit payment.

WAIVER OF PREMIUM		We will waive Premium for you during a period of disability for which the scheduled benefit(s) are being paid under the Policy. Premium payment(s) are required during your elimination period, or any other period when the scheduled benefit(s) are not being paid under the Policy.


LL-ERA6/11-Policy		Lloyd’s of London		Page 3


SERVICE OF SUIT (LL-NMA1998)		It is agreed that in the event of the failure of the Underwriters hereon to pay any amount claimed to be due hereunder, the Underwriters hereon, at the request of the Owner, will submit to the jurisdiction of a Court of competent jurisdiction within the United States. Nothing in this Clause constitutes or should be understood to constitute a waiver of Underwriters’ rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States. It is further agreed that service of process in such suit may be made upon

		PRINCE, LOBEL, GLOVSKY & TYE LLP
		100 Cambridge Street Suite 2200
		Boston, Massachusetts 02114 Attention: Mitchell King

		And that in any suit instituted against any one of them upon this contract, Underwriters will abide by the final decision of such Court or of any Appellate Court in the event of an appeal.

		The above-named are authorized and directed to accept service of process on behalf of Underwriters in any such suit and/or upon the request of Owner to give a written undertaking to the Owner that they will enter a general appearance upon Underwriters’ behalf in the event such a suit shall be instituted.

		Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, Underwriters hereon hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Owner or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof.

WHEN YOUR COVERAGE BEGINS		All periods of insurance begin and end at 12:01 a.m. Local Standard Time, at the Owner’s address as last shown on Our records. The insured’s coverage will be in force upon completion of both of the following: (1) Our receipt of the Insured’s Premium; and (2) Our approval at Our Administrative Offices of the Insured’s signed Application and any other forms, attachments or underwriting requirements that We request the Insured to sign or that We may require for Our approval. The Effective Date of coverage is shown on the attached Schedule.

WHEN YOUR COVERAGE ENDS		Coverage will end when one of the following occurs: (1) the date the Insured dies; (2) the date You request to end coverage; (3) on the Termination Date shown in the Schedule; (4) at the end of the period for which Premium is paid; (5) the date Insured ceases to be employed; or (6) the date insurable interest between the Owner and the insured ceases to exist (if applicable).


LL-ERA6/11-Policy		Lloyd’s of London		Page 4


PREMIUMS/REFUNDS		The Premium due must be paid in full before coverage will start. The Premium due is shown on the Schedule. If the required Premium is not paid, the Policy will not lake effect. Policies issued greater than 12 months, if the Policy is terminated before the Termination Date shown on the Schedule, We will provide a refund of any unearned Premium paid, less Policy Fee. For Policies issued 365 days in duration or less, Premium is fully earned at inception and will not be refunded.

CANCELLATION		In the event that it can be proven that the Owner or Insured Person had either misrepresented information or concealed or subverted a material fact, or in the event any riders, endorsements and any attached papers hereto are not signed where required and returned to us, this Policy may be cancelled by the Underwriters at any time by written notice delivered to the Owner, or mailed to his or her last address as shown in the records of the Underwriters, stating when, not less than ten (10) days thereafter, such cancellation shall be effective. Failure to sign and return all riders, endorsements and any attached papers hereto where required shall be considered by us as receipt and acceptance of such items by the Owner.

		This Policy may be cancelled by the Owner at any time by written notice delivered or mailed to the Underwriters and shall be effective upon receipt or on such later date as may be specified in such notice.

		If a Policy issued greater than 12 months is cancelled, Underwriters will return promptly the unearned portion of any Premium paid. If the Owner cancels, the earned Premium shall be computed by using the customary short rate proportion of the Premium hereon. If the Underwriters cancel, the earned Premium shall be computed on a pro rata proportion of the Premium hereon. Policies issued 12 months or less; Premium is fully earned at inception and will not be refunded.

		Cancellation by Underwriters shall be without prejudice to any claim originating prior to the Effective Date of cancellation.


LL-ERA6/11-Policy		Lloyd’s of London		Page 5



DEFINITIONS		ELIMINATION PERIOD means the period of time shown on the Schedule during which the Insured must be continuously disabled before benefits may be payable.

		IMMEDIATE FAMILY means a person who is related to the Insured in any of the following ways: spouse; brother-in-law; sister-in-law; son-in-law; daughter-in-law; mother-in-law; father-in-law; parent (includes stepparent); brother or sister (includes stepbrother or stepsister); or child (includes legally adopted stepchild).

		INJURY means bodily injury. It must be caused by an Accident occurring while the Policy is in force. It must be a direct result of an Accident, independent of all other causes and/or Pre-Existing Conditions, unless declared on the application and agreed by Underwriters.

		INSURED means the person shown in the Schedule as Insured under this Policy who has been accepted for coverage by Us and for whom the required modal Premium was paid.

		PHYSICIAN means a legally licensed practitioner of the healing arts acting within the scope of his or her license and not the Insured, a member of the Insured’s Immediate Family or a person residing with the Insured.

		OWNER if other than the Insured, means the person who applies for insurance on behalf of, and in conjunction with, the Insured. The Owner will pay the required Premium. A valid insurable obligation must exist between the Owner and the Insured, as evidenced by an executed contract or other documentation defining such insurable interest

		COMBINED MAXIMUM BENEFIT means the combined maximum amount of benefits payable under all sections of this Policy for any one Accident or Sickness.

		ACCIDENT means a sudden, unexpected event that results in Injury to an Insured. To be covered under the Policy, an Accident must occur while coverage is in force and must result in a loss or Injury covered by the Policy for which benefits are payable.

		COMPLICATIONS OF PREGNANCY means: (1) conditions requiring hospital stays (when the pregnancy is not terminated) whose diagnoses are distinct from pregnancy but are adversely affected by pregnancy or caused by pregnancy, such as acute nephritis, nephrosis, cardiac decompensation, missed abortion and similar medical and surgical conditions of comparable severity, and shall not include false labor, occasional spotting, physician-prescribed rest during the period of pregnancy, morning sickness, hyperemesls gravidarum, preeclampsia and similar conditions associated with the management of a difficult pregnancy not constituting a nosologically distinct complication of pregnancy; and (2) nonelective caesarean section, ectopic pregnancy that is terminated, and spontaneous termination of pregnancy, that occurs during a period of gestation in that a viable birth is not possible.

		POLICY FEE is an administrative charge for initiating and maintaining the Policy; it is shown in the Policy Schedule.

		PRE-EXISTING CONDITION means a condition for which: (1) medical advice or treatment was recommended by or received from a Physician during the 2-year period preceding the Effective Date of this coverage; or (2) symptoms were present during the 2-year period preceding the Effective Date of this coverage that would cause a reasonably prudent person to seek advice or treatment from a Physician.


LL-ERA6/11-Policy		Lloyd’s of London		Page 6



DEFINITIONS (cont’d)		SICKNESS means any sickness, illness or disease that: (1) (a) is first diagnosed or treated by a Physician while this Policy is in force; and (b) is not a Pre-Existing Condition as defined above; or (2) is a Pre-Existing Condition but: (a) is declared on the Application for this Policy; and (b) is not excluded from coverage by name or specific description. Sickness includes Complications of Pregnancy.


EXCLUSIONS		This Policy does not cover any loss caused by, in whole or in part, or as a result of:

		1. Normal Pregnancy;

		2. Suicide, attempted suicide or intentionally self-inflicted injury;

		3. Travel or flight on or in (including getting in or out, on or off) any vehicle for aerial navigation, if:

		A. the vehicle is being used: (1) for test or experimental purposes; or (2) by or for any military authority (including aircraft flown by the U.S. Military Airlift Command (MAC) or a similar service of another country); or

		B. the Insured is: (1) serving as a pilot or crew member (or student taking a flying lesson); or (2) riding as a passenger in a vehicle without a valid airworthiness certificate.

		4. Taking of illegal or non-prescribed drugs, or addiction or misuse of prescription drugs; or

		5. Alcohol abuse or addiction, or being under the influence of alcohol, as defined by the vehicle code of the state or province in which an Accident has occurred;

		6. Any psychosis, neurosis, or neuropsychiatric illness including, but not limited to, any emotional anxiety or depression illness for which any form of psychiatric or psychological therapy is indicated or received;

		7. The Insured’s participation in a riot or civil insurrection; or service in the military of any nation (upon notice to Us of entrance into active military service, We will provide a pro-rata refund of Premium in accordance with the Refunds or Military Service section of this Policy);

		8. Committing or attempting to commit a felony;

		9. This Policy does not provide benefits for a loss due to a Pre-Existing Condition as defined in the Policy unless it has been disclosed on the application and we have underwritten and agreed to cover such condition;

		10. War, whether war be declared or not, hostilities or any act of war or civil war;

		11. The actual or threatened malicious use of pathogenic or poisonous biological or chemical materials;

		12. Nuclear reaction, nuclear radiation or radioactive contamination.


LL-ERA6/11-Policy		Lloyd’s of London		Page 7


GENERAL PROVISIONS		PROOF OF LOSS . Written proof of loss must be given within ninety (90) days after such loss. If it is not reasonably possible to give written proof in the time required, We will not reduce or deny the claim for this reason if the proof is filed as soon as reasonably possible. In any event, the proof required must be given no later than one (1) year from the date of loss unless the claimant was legally incapacitated. From time to time, We will require the Insured to provide continued proof of loss, satisfactory to Us, for benefits to continue to be payable.

		NOTICE OF CLAIM. Written notice of claim must be given within sixty (60) days after a covered loss occurs or as soon thereafter as reasonably possible. The notice must be given to Us or Our agent. Notice should include Your name and the Policy number.

		CLAIM FORMS. When We receive the notice of claim, We will send the Insured forms for filing proof of loss. If these forms are not given to the Insured within fifteen (15) days, he or she may meet the proof of loss requirements by giving Us a written statement of the nature and extent of the loss within the time limit stated in the Proof of Loss section of this Policy.

		TIME OF PAYMENT OF CLAIM. All benefits payable under this Policy for any loss will be paid in accordance with the Schedule upon receipt of due written proof of loss.

		PAYMENT OF CLAIMS. We will pay the Owner of this Policy any benefits due unless a Beneficiary other than the Owner has been properly designated to receive such proceeds.

		CLAIMANT COOPERATION PROVISION. Failure of a claimant to cooperate with Us in the administration of a claim may result in the termination of a claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due.

		ENTIRE CONTRACT; CHANGES. This Policy, including the Application, riders, endorsements and any attached papers, constitutes the entire contract between You and Us. No change in this Policy can be made until it is approved by an authorized officer of the Underwriter. The approval must be noted on or attached to this Policy. No agent or other person has the authority to change this Policy or waive any of its provisions.

		TIME LIMIT ON CERTAIN DEFENSES. After two (2) years from the Effective Date of applicable coverage, only fraudulent misstatements made in the Application may be used to void the Policy or deny any claim for loss. In the event of any contest, the Insured will be furnished a copy of the instrument in question.

		RECOVERY OF OVERPAYMENT. If benefits are overpaid or paid in error, We have the right to recover the amount overpaid or paid in error, by any or all of the following methods:

		1. A request for lump sum payment of the amount overpaid or paid in error.

		2. Reduction of any proceeds payable under the Policy by the amount overpaid or paid in error.

		3. Any other legal means.


LL-ERA6/11-Policy		Lloyd’s of London		Page 8


GENERAL PROVISIONS (cont’d)		LEGAL ACTION. No legal action may be brought to recover on this Policy within sixty (60) days after written proof of loss has been given as required by this Policy. No such action may be brought after three (3) years from the time written proof of loss is required to be given. For purposes of this provision, proof of loss means the initial proof required for payment of a claim.

		MISSTATEMENT OF AGE. If the age of the Insured has been misstated, We will pay the amount of benefit that the Premium paid would have purchased at the true age, but never more than listed on the Schedule.

		ASSIGNMENT. This Policy may be assigned. We are not bound by any Assignment until received by and approved by Us on a form acceptable to Us. We assume no responsibility or liability for the validity of any Assignment.

		CHANGE OF OCCUPATION. If the Insured is injured or contracts a Sickness after having changed his/her occupation to one classified by Us as more hazardous than that stated in the Application for this Policy, We will pay only such portion of the benefit provided by this Policy as the Premium paid would have purchased at the rates and within the limits fixed by Us for the more hazardous occupation. However, benefits will not be payable and coverage will immediately terminate if: (1) the new occupational class under Our then current underwriting guidelines would not be acceptable to Us in accordance with Our then usual and customary underwriting practices for this Policy; or (2) the Owner of the Policy is not the insured and such Change in Occupation negates the underlying insurable interest that existed when such Policy was issued. If coverage is terminated, it will end on the date of such Change of Occupation.

		If the Insured changes his/her occupation to one classified by Us as less hazardous than that stated in the Application for this Policy, upon receipt of proof of such Change of Occupation, We will reduce the Premium rate and will return the excess pro-rata unearned Premium from the date of the Change of Occupation. However, if the Owner of the Policy is not the Insured, and a Change of Occupation negates the insurable interest that existed when the Policy was issued, coverage will be terminated on the date of such Change of Occupation.

		For this Change of Occupation provision, the classification of occupational risk and the Premium rates shall be those that were last filed by Us with the appropriate regulatory agency, if required, prior to the occurrence of the loss for which We are liable or prior to the date of the Change of Occupation in the state where the Insured resided at the time this Policy was issued. If such filing was not required, then the classification of occupational risk and the Premium rates shall be those last made effective by Us in such state prior to the occurrence of the loss or prior to date of Change of Occupation.

		If coverage is terminated under this Change of Occupation provision, We will refund the excess pro-rata unearned Premium from the date of the Change of Occupation.

		PHYSICAL EXAMINATION. We, at Our expense, have the right to have the Insured examined by a Physician of Our choice as often as reasonably necessary while a claim is pending.

		CONFORMITY WITH STATE LAW. Any provision of this Policy that, on its Effective Date, is in conflict with the laws of the state of the Owner on that date, shall be deemed amended to conform to the minimum requirements of such laws.


LL-ERA6/11-Policy		Lloyd’s of London		Page 9


				Benefit Coverage Insert

POLICY NUMBER:

TOTAL DISABILITY FOR ACCIDENT AND SICKNESS BENEFIT

We will pay the Total Disability Benefit shown on the Schedule if;

The Insured becomes Totally Disabled as defined below as a direct result of:

(a)

a Injury which occurs while this benefit is in force and causes Total Disability due to the injury to begin while this Policy is in force, or within 365 days of the date of Injury; or

(b)

a Sickness which is first diagnosed while this benefit is in force and which causes Total Disability to commence while this Policy is in force, or within 365 days of the date of diagnosis; and

The Insured satisfies the Elimination Period shown on the Schedule; and

The Insured is under the regular care of a Physician that is appropriate for the condition causing the disability.

Totally Disabled means, as a result of a covered Injury or Sickness, the Insured is totally unable to perform the substantial and material duties of his/her regular occupation as shown on the Schedule for the entire Elimination Period and for each month during which benefits are payable. Written proof of disability must be provided to Us at the time the first claim for any period of disability is made, and periodically upon our written request. The Insured must also be under the regular care of a Physician that is appropriate for the condition causing the disability for its duration of such disability.

Benefits will be payable at the end of each month that the Insured is Totally Disabled as defined above. The Monthly Benefit will cease after benefits have been paid for the number of months shown on the Schedule or on the date the insured is no longer. Totally Disabled, as defined above.

No benefit will be paid prior to the completion of the Elimination Period.

RECURRING DISABILITIES

If, after a period of Total Disability, the Insured continuously performs all of the regular duties of the stated occupation during a continuous period of six (6) months , any Total Disability which starts thereafter will be deemed a new disability.

If, after a period of Total Disability, the Insured has not performed all of the regular duties of the stated occupation for a continuous period of at least six (6) months , any subsequent period of Total Disability shall be deemed a continuation of the prior disability, unless the new disability results from a cause entirely different from and unrelated to the cause of the prior disability.

This provision is subject to all Policy Terms, conditions and limitations.

TRANSPLANT BENEFIT

If, after the Policy has been in force for six (6) months, the Insured gives a part of his/her body to another person, the condition will be deemed a Sickness. Disability benefits will be paid in the same way as for any other Sickness.

This provision is subject to all Policy Terms, conditions and limitations.


LL-ERA1/11 Insert/TTD-REI				Page 1

RELATION OF EARNINGS TO INSURANCE –

TOTAL DISABILITY FOR ACCIDENT AND SICKNESS BENEFIT (TTD)

The Monthly Benefit amount provided by this insurance shall be the Monthly Benefit listed on the Schedule Page of this policy, or a lesser amount, which in total with all other cash disability benefits payable, or collectible, during periods of disability, will not exceed a ratio of sixty percent (60%) of the average monthly Taxable Earned income.

Should, during the term of this coverage, the ratio ever exceed the sixty percent (60%) of average monthly Earned Income because of the purchase of additional disability insurance, disability benefits being provided by the Insured’s employer, Social Security Disability, State Disability Benefits, or because of a diminished average Taxable Earned Income, the benefits paid under this Policy will be adjusted so as not to exceed the sixty percent (60%) ratio between all disability benefits and Taxable Earned Income. Should there be a reduction of benefits at claim time, due to the above calculations; the overage premium paid from the inception of this Policy will be returned to the Insured plus ten percent (10%) interest.

To calculate the ratio between Taxable Earned Income and cash disability benefits, Taxable Earned Income will be calculated as an average of monthly Taxable Earned Income for the prior twelve (12) consecutive months immediately preceding the date of the first medical attention rendered for the Injury or Illness that resulted in the Insured’s disability, less any time during that period that the Insured may have been disabled for this cause, or another cause, and cash disability benefits will be a compilation of all benefits available to the Insured at the time.


LL-ERA1/11 Insert/TTD-REI				Page 2

LOGO

POLICY NUMBER:

SEVERAL LIABILITY NOTICE

The subscribing insurers’ obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations.

08/94

LL-ERA3/07-LSW1001

SMALL ADDITIONAL OR RETURN PREMIUMS CLAUSE (USA)

NOTWITHSTANDING anything to the contrary contained herein and in consideration of the premium for which this Insurance is written, it is understood and agreed that whenever an additional or return premium of $2 or less becomes due from or to the Assured on account of the adjustment of a deposit premium, or of an alteration in coverage or rate during the term or for any other reason, the collection of such premium from the Assured will be waived or the return of such premium to the Assured will not be made, as the case may be.


LL-ERA3/07-NMA1168		Lloyd’s of London

Exhibit 10.28b

TIFFANY & CO.

2005 EMPLOYEE INCENTIVE PLAN

(As Amended by Action of the Stockholders on May 18, 2006 and May 21, 2009)

Section 1

General

1.1 Purpose. The 2005 Tiffany & Co. Employee Incentive Plan (the “Plan”) has been established by Tiffany & Co., a Delaware corporation, (the “Company”) to (i) attract and retain employees; (ii) motivate Participants to achieve the Company’s operating and strategic goals by means of appropriate incentives; (iii) provide incentive compensation opportunities that are competitive with those of other companies competing with the Company and its Related Companies for employees; and (iv) further link Participants’ interests with those of the Company’s other stockholders through compensation that is based on the Company’s Common Stock, thereby promoting the long-term financial interests of the Company and its Related Companies, including the growth in value of the Company’s stockholders’ equity and the enhancement of long-term returns to the Company’s stockholders.

1.2 Participation . Subject to the terms and conditions of the Plan, the Committee shall, from time to time, determine and designate from among Eligible Individuals those persons who will be granted one or more Awards under the Plan. Eligible Individuals who are granted Awards become “Participants” in the Plan. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards need not be identical but shall be subject to the terms and conditions specified in the Plan. Subject to the last two sentences of subsection 2.2 of the Plan, Awards may be granted as alternatives to or in replacement for awards outstanding under the Plan, or any other plan or arrangement of the Company or a Related Company (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Related Company).

1.3 Operation, Administration, and Definitions . The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 4 (relating to operation and administration). Initially capitalized terms used in the Plan shall be defined as set forth in the Plan (including in the definitional provisions of Section 7 of the Plan).

1.4 Amendment to Prior Plan . If this Plan becomes effective on approval by the Company’s stockholders, as provided for in Section 4.1 below, the Company’s 1998 Employee Incentive Plan (the “1998 Plan”) shall be deemed amended so that no further Awards shall be made under the 1998 Plan on or after the Effective Date of this Plan, although the 1998 Plan shall remain in effect with respect to Awards made under the 1998 Plan prior to the Effective Date of this Plan.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 1

Section 2

Options and SARs

2.1 Definitions .

(a)

The grant of an “Option” entitles the Participant to purchase Shares at an Exercise Price established by the Committee. Options granted under this Section 2 may be either Incentive Stock Options or Non-Qualified Stock Options, as determined in the discretion of the Committee. An “Incentive Stock Option” is an Option that is intended to satisfy the requirements applicable to an “incentive stock option” described in section 422(b) of the Code. A “Non-Qualified Option” is an Option that is not intended to be an “incentive stock option” as that term is described in section 422(b) of the Code.

(b)

The grant of a stock appreciation right (an “SAR”) entitles the Participant to receive, in cash or Shares, value equal to all or a portion of the excess of: (a) Fair Market Value of a specified number of Shares at the time of exercise, over (b) an Exercise Price established by the Committee.

2.2 Exercise Price . The per-Share “Exercise Price” of each Option and SAR granted under this Section 2 shall be established by the Committee or shall be determined by a formula established by the Committee at the time the Option or SAR is granted; except that the Exercise Price shall not be less than 100% of the Fair Market Value of a Share as of the Pricing Date. For purposes of the preceding sentence, the “Pricing Date” shall be the date on which the Option or SAR is granted unless the Option or SAR is granted on a date on which the principal exchange on which the Shares are then listed or admitted to trading is closed for trading, in which case the “Pricing Date” shall be the most recent date on which such exchange was open for trading prior to such grant date; except that the Committee may provide that: (i) the Pricing Date is the date on which the recipient is hired or promoted (or similar event), if the grant of the Option or SAR occurs not more than 90 days after the date of such hiring, promotion or other event; and (ii) if an Option or SAR is granted in tandem with, or in substitution for, an outstanding Award, the Pricing Date is the date of grant of such outstanding Award. Except as provided in subsection 4.2(c), the Exercise Price of any Option or SAR may not be decreased after the grant of the Award. Neither an Option nor an SAR may be surrendered as consideration in exchange for a new Award with a lower Exercise Price.

2.3 Exercise . Options and SARs shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee provided that no Option or SAR shall be exercisable after, and each Option and SAR shall become void no later than, the tenth (10 ^th ) anniversary date of the date of grant of such Option or SAR.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 2

2.4 Payment of Option Exercise Price . The payment of the Exercise Price of an Option granted under this Section 2 shall be subject to the following:

(a)

The Exercise Price may be paid by ordinary check or such other form of tender as the Committee may specify.

(b)

If permitted by the Committee, the Exercise Price for Shares purchased upon the exercise of an Option may be paid in part or in full by tendering Shares (by either actual delivery of Shares or by attestation, with such Shares valued at Fair Market Value as of the date of exercise).

(c)

The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell Shares acquired upon exercise of the Option (or a sufficient portion of such Shares) and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

Section 3

Other Stock Awards

3.1 Definition . A “Stock Award” is a grant of Shares or of a right to receive Shares (or their cash equivalent or a combination of both).

3.2 Restrictions on Stock Awards . Each Stock Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine. These may include continuous service and/or the achievement of Performance Goals.

Section 4

Operation and Administration

4.1 Effective Date and Duration . Subject to approval of the stockholders of the Company at the Company’s 2005 annual meeting, the Plan shall be effective as of May 1, 2005 (the “Effective Date”) and shall remain in effect as long as any Awards under the Plan are outstanding; provided, however, that, no Award may be granted or otherwise made under the Plan after April 30, 2015.

4.2 Shares Subject to Plan .

(a)

(i) Subject to the following provisions of this subsection 4.2, the maximum number of Shares that may be delivered to Participants and their beneficiaries under the Plan shall be Thirteen Million Five-Hundred Thousand (13,500,000) Shares, provided that such maximum shall be reduced by one and 58 hundredths (1.58) of a Share for each Share that is delivered pursuant to a Stock Award.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 3

(ii) Any Shares granted under the Plan that are forfeited or fail to vest because of the failure to meet an Award contingency or condition shall again be available for delivery pursuant to new Awards granted under the Plan. To the extent any Shares covered by an Award are not delivered to a Participant or a Participant’s beneficiary because the Award is forfeited, fails to vest or is canceled, or the Shares are not delivered because the Award is settled in cash, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

(iii) If the Exercise Price and/or tax withholding obligation for any Option or any SAR to be settled in Shares granted under the Plan is satisfied by tendering Shares to the Company (by either actual delivery or attestation), the number of Shares issued on such exercise without offset for the number of Shares so tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan; if the Exercise Price and/or any tax withholding obligation for any Option or SAR granted under the Plan is satisfied by the Company withholding Shares, the full number of Shares for which such Option or SAR was exercised, without reduction for the number of Shares withheld, shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

(iv) Shares delivered under the Plan in settlement, assumption or substitution of outstanding awards (or obligations to grant future awards) under the plans or arrangements of another entity shall not reduce the maximum number of Shares available for delivery under the Plan, to the extent that such settlement, assumption or substitution occurs as a result of the Company or a Related Company acquiring another entity (or an interest in another entity).

(b)

Subject to adjustment under paragraph 4.2(c), the following additional maximum limitations are imposed under the Plan: (i) the aggregate maximum number of Shares that may be issued under Options intended to be Incentive Stock Options shall be One Million (1,000,000) shares; and (ii), unless the Committee determines that an Award to a Named Executive Officer shall not be designed to comply with the Performance Based Exception, the following limitations shall apply: (A) in any fiscal year of the Company, the aggregate number of shares that may be granted to any Participant pursuant to any and all Awards (including Options, SARS and Stock Awards) shall not exceed Four Hundred Thousand (400,000); and (B) in any fiscal of the Company, the maximum aggregate cash payout with respect to Other Incentive Awards granted in any fiscal year of the Company pursuant to Section 8 of the Plan which may be made to any Named Executive Officer shall be Two Million Dollars ($2,000,000).


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 4

(c)

If the outstanding Shares are increased or decreased, or are changed into or exchanged for cash, property or a different number or kind of shares or securities, or if cash, property, Shares or other securities are distributed in respect of such outstanding Shares, in either case as a result of one or more mergers, reorganizations, reclassifications, recapitalizations, stock splits, reverse stock splits, stock dividends, dividends (other than regular, quarterly dividends), or other distributions, spin-offs or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of the transaction shall provide otherwise, appropriate adjustments shall be made in the number and/or type of Shares or securities for which Awards may thereafter be granted under the Plan and for which Awards then outstanding under the Plan may thereafter be exercised. Any such adjustments in outstanding Awards shall be made without changing the aggregate Exercise Price applicable to the unexercised portions of outstanding Options or SARs. The Committee shall make such adjustments to preserve the benefits or potential benefits of the Plan and the Awards; such adjustments may include, but shall not be limited to, adjustment of: (i) the number and kind of shares which may be delivered under the Plan; (ii) the number and kind of shares subject to outstanding Awards; (iii) the Exercise Price of outstanding Options and SARs; (iv) the limits specified in subsections 4.2(a)(i) and 4.2(b) above; and (v) any other adjustments that the Committee determines to be equitable. No right to purchase or receive fractional shares shall result from any adjustment in Options, SARs or Stock Awards pursuant to this paragraph 4.2(c). In case of any such adjustment, Shares subject to the Option, SAR or Stock Award shall be rounded up to the nearest whole Share.

4.3 Limit on Distribution . Distribution of Shares or other amounts under the Plan shall be subject to the following:

(a)

Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933) and the applicable requirements of any securities exchange or similar entity, and the Committee may impose such restrictions on any Shares acquired pursuant to the Plan as the Committee may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any Stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. In the event that the Committee determines in its discretion that the registration, listing or qualification of the Shares issuable under the Plan on any securities exchange or under any applicable law or governmental regulation is necessary as a condition to the issuance of such Shares under an Option or Stock Award, such Option or Stock Award shall not be exercisable or exercised in whole or in part unless such registration, listing and qualification, and any necessary consents or approvals have been unconditionally obtained.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 5

(b)

Distribution of Shares under the Plan may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rule of any stock exchange.

4.4 Tax Withholding . Before distribution of Shares under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any federal, state or local tax withholding requirements or, in the discretion of the Committee, the Company may withhold from the Shares to be delivered and/or otherwise issued Shares sufficient to satisfy all or a portion of such tax withholding requirements. Whenever under the Plan payments are to be made in cash, such payments may be net of an amount sufficient to satisfy any federal, state or local tax withholding requirements. Neither the Company nor any Related Company shall be liable to a Participant or any other person as to any tax consequence expected, but not realized, by any Participant or other person due to the receipt or exercise of any Award hereunder.

4.5 Reserved Rights . Subject to the limitations of subsection 4.2 on the number of Shares that may be delivered under the Plan, the Plan does not limit the right of the Company to use available Shares, including authorized but un-issued shares and treasury shares, as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Related Company, including the plans and arrangements of the Company or a Related Company acquiring another entity (or an interest in another entity).

4.6 Dividends and Dividend Equivalents . An Award may provide the Participant with the right to receive dividends or dividend equivalent payments with respect to Shares which may be either paid currently or credited to an account for the Participant, and which may be settled in cash or Shares as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including reinvestment of such credited amounts in Share equivalents.

4.7 Settlements; Deferred Delivery . Awards may be settled through cash payments, the delivery of Shares, the granting of replacement Awards, or combinations thereof, all subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may establish provisions for the deferred delivery of Shares upon the exercise of an Option or SAR or receipt of a Stock Award with the deferral evidenced by use of “Stock Units” equal in number to the number of Shares whose delivery is so deferred. A “Stock Unit” is a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share. Stock Units represent an unfunded and unsecured obligation of the Company except as otherwise provided by the Committee. Settlement of Stock Units upon expiration of the deferral period shall be made in Shares or otherwise as determined by the Committee. The amount of Shares, or other settlement medium, to be so distributed may be increased by an interest factor or by dividend equivalents. Until a Stock Unit is settled, the number of Shares represented by a Stock Unit shall be subject to adjustment pursuant to paragraph 4.2(c). Unless otherwise specified by the Committee, any deferred delivery of Shares pursuant to an Award shall be settled by the delivery of Shares no later than the 60 ^th day following the date the person to whom such deferred delivery must be made ceases to be an employee of the Company or a Related Company.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 6

4.8 Transferability . Unless otherwise provided by the Committee, any Option and SAR granted under the Plan, and, until vested, any Stock Award or other Shares-based Award granted under the Plan, shall by its terms be nontransferable by the Participant otherwise than by will, the laws of descent and distribution or pursuant to a “domestic relations order”, as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall be exercisable by, or become vested in, during the Participant’s lifetime, only by the Participant.

4.9 Form and Time of Elections . Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the secretary of the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require.

4.10 Award Agreements with Company; Vesting and Acceleration of Vesting of Awards . At the time of an Award to a participant under the Plan, the Committee may require a Participant to enter into an agreement with the Company (an “Award Agreement”) in a form specified by the Committee, agreeing to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe, including, but not limited to, conditions to the vesting or exercisability of an Award, such as continued service to the Company or a Related Company for a specified period of time. The Committee may waive such conditions to and/or accelerate exercisability or vesting of an Option, SAR or Stock Award, either automatically upon the occurrence of specified events (including in connection with a change of control of the Company) or otherwise in its discretion.

4.11 Limitation of Implied Rights .

(a)

Neither a Participant nor any other person shall, by reason of the Plan or any Award Agreement, acquire any right in or title to any assets, funds or property of the Company or any Related Company whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Related Company, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Shares or amounts, if any, payable under the Plan, unsecured by the assets of the Company or of any Related Company. Nothing contained in the Plan or any Award Agreement shall constitute a guarantee that the assets of such companies shall be sufficient to pay any benefits to any person.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 7

(b)

Neither the Plan nor any Award Agreement shall constitute a contract of employment, and selection as a Participant will not give any employee the right to be retained in the employ of the Company or any Related Company, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan or an Award. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any right as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

4.12 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which an officer of the Company acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

4.13 Action by Company or Related Company . Any action required or permitted to be taken by the Company or any Related Company shall be by resolution of its board of directors, or by action of one or more members of such board (including a committee of such board) who are duly authorized to act for such board, or (except to the extent prohibited by applicable law or applicable rules of any Stock exchange) by a duly authorized officer of the Company or such Related Company.

4.14 Gender and Number . Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

4.15 Liability for Cash Payments . Each Related Company shall be liable for payment of cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that Related Company by such Participant. Any disputes relating to liability of a Related Company for cash payments shall be resolved by the Committee.

4.16 Non-exclusivity of the Plan . Neither the adoption of the Plan by the Board of Directors of the Company nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of such Board of Directors or a committee of such Board to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock, stock options or cash bonuses otherwise than under the Plan, and such arrangements may be generally applicable or applicable only in specific cases.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 8

Section 5

Committee

5.1 Administration . The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”) in accordance with this Section 5.

5.2 Selection of Committee . The Committee shall be selected by the Board and shall consist of two or more members of the Board, each of whom shall qualify as “outside directors” for purposes of Section 162(m) of the Code and as “independent” for purposes of The New York Stock Exchange Listing standards.

5.3 Powers of Committee . The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject to the following:

(a)

Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from amongst Eligible Individuals those persons who shall receive Awards, to determine who is an Eligible Individual, to determine the time or time of receipt, to determine the types of Awards and the number of Shares covered by the Awards, to establish the terms, conditions, Performance Goals, restrictions, and other provisions of such Awards and Award Agreements, and (subject to the restrictions imposed by Section 6) to cancel, amend or suspend Awards. In making such Award determinations, the Committee may take into account the nature of services rendered by the Eligible Individual, the Eligible Individual’s present and potential contribution to the Company’s or a Related Company’s success and such other factors as the Committee deems relevant.

(b)

Subject to the provisions of the Plan, the Committee will have the authority and discretion to determine the extent to which Awards under the Plan will be structured to conform to the requirements of the Performance-Based Exception and to take such action, establish such procedures, and impose such restrictions at the time Awards are granted as the Committee determines to be necessary or appropriate to conform to such requirements.

(c)

The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside the United States.

(d)

The Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreements, and to make all other determinations that may be necessary or advisable for the administration of the Plan.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 9

(e)

Any interpretation of the Plan by the Committee and any decision made by the Committee under the Plan are final and binding.

(f)

In controlling and managing the operation and administration of the Plan, the Committee shall act by a majority of its then members, by meeting or by writing filed without a meeting. The Committee shall maintain adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Committee may decide.

5.4 Delegation by Committee . Except to the extent prohibited by applicable law or the applicable rules of a Stock exchange, the Committee may allocate all or any portion of its powers and responsibilities to any one or more of its members and may delegate all or part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

5.5 Information to be Furnished to Committee . The Company and Related Companies shall furnish the Committee with such data and information as may be requested by the Committee in order to discharge its duties. The records of the Company and Related Companies as to an Eligible Individual’s or a Participant’s employment, consulting services, termination of employment or services, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect by the Committee. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers necessary or desirable to carry out the terms of the Plan.

Section 6

Amendment and Termination

6.1 Board’s Right to Amend or Terminate . Subject to the limitations set forth in this Section 6, the Board may, at any time, amend or terminate the Plan.

6.2 Amendments Requiring Stockholder Approval . Other than as provided in subsection 4.2 (c) (relating to certain adjustments to shares), the approval of the Company’s stockholders shall be required for any amendment which: (i) increases the maximum number of Shares that may be delivered to Participants under the Plan set forth in subsection 4.2(a); (ii) increases the maximum limitation contained in Section 4.2(b); (iii) decreases the exercise price of any Option or SAR below the minimum provided in subsection 2.2; (iv) modifies or eliminates the provisions stated in the final two sentences of subsection 2.2; (v) increases the maximum term of any Option or SAR set forth in Section 2.3; (vi) provides any Performance Measure other than those listed in Section 9.1; or (vii) modifies or eliminates the provisions stated in subsection 1.4. Whenever the approval of the Company’s stockholders is required pursuant to this subsection 6.2, such approval shall be sufficient if obtained by a majority vote of those stockholders present or represented and actually voting on the matter at a meeting of stockholders duly called, at which meeting a majority of the outstanding shares actually vote on such matter.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 10

Section 7

Defined Terms

For the purposes of the Plan, the terms listed below shall be defined as follows:

Award . The term “Award” shall mean, individually and collectively, any award or benefit granted to any Participant under the Plan, including, without limitation, the grant of Options, SARs, Stock Awards and Other Incentive Awards.

Award Agreement . The term “Award Agreement” is defined in subsection 4.10.

Board . The term “Board” shall mean the Board of Directors of the Company.

Code . The term “Code” shall mean the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code or of any law that is enacted to replace the Code.

Eligible Individual . The term “Eligible Individual” shall mean any employee of the Company or a Related Company. For purposes of the Plan, the status of the Chairman of the Board of Directors as an employee shall be determined by the Committee.

Fair Market Value . For purposes of determining the “Fair Market Value” of a Share, the following rules shall apply:

(i) If the Shares are at the time listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the mean between the lowest and the highest reported sales prices of the Shares on the date in question on the principal exchange on which the Shares are then listed or admitted to trading. If no reported sale of Shares takes place on the date in question on the principal exchange, then the reported closing asked price of the Shares on such date on the principal exchange shall be determinative of Fair Market Value.

(ii) If the Shares are not at the time listed or admitted to trading on a stock exchange, the Fair Market Value shall be the mean between the lowest reported bid price and the highest reported asked price of the Shares on the date in question in the over-the-counter market, as such prices are reported in a publication of general circulation selected by the Committee and regularly reporting the market price of the Shares in such market.

(iii) If the Shares are not listed or admitted to trading on any stock exchange or traded in the over-the-counter market, the Fair Market Value shall be as determined by the Committee, acting in good faith.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 11

Named Executive Employee . The term “Named Executive Employee” means a Participant who, as of the date of vesting and/or payout of an Award, as applicable, is one of the group of covered employees, as defined in the regulations promulgated under Code section 162(m), or any successor statute.

Participant. The term “Participant” means an Eligible Individual who has been granted an Award under the Plan. For purposes of the administration of Awards, the term Participant shall also include a former employee or any person (including an estate) who is a beneficiary of a former employee and any person (including any estate) to whom an Award has been assigned or transferred as permitted by the Committee.

Other Incentive Award . The term “Other Incentive Award” means a cash award as described in Section 8 below.

Performance-Based Exception . The term “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code section 162(m).

Performance Goals . The term “Performance Goals” means one or more objective targets measured by the Performance Measure, the attainment of which may determine the degree of payout and/or vesting with respect to Awards.

Performance Period . The term “Performance Period” means the time period during which Performance Goals must be achieved with respect to an Award, as determined by the Committee, but which period shall not be shorter than one of the Company’s fiscal years.

Performance Measure . The term “Performance Measure” refers to the performance measures discussed in Section 9 of the Plan.

Related Companies . The term “Related Company” means

(i) any corporation, partnership, joint venture or other entity during any period in which such corporation, partnership, joint venture or other entity owns, directly or indirectly, at least fifty percent (50%) of the voting power of all classes of voting shares of the Company (or any corporation, partnership, joint venture or other entity which is a successor to the Company);

(ii) any corporation, partnership, joint venture or other entity during any period in which the Company (or any corporation, partnership, joint venture or other entity which is a successor to the Company or any entity that is a Related Company by reason of clause (i) next above) owns, directly or indirectly, at least a fifty percent (50%) voting or profits interest; or


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 12

(iii) any business venture in which the Company has a significant interest, as determined in the discretion of the Committee.

Shares . The term “Shares” shall mean shares of the Common Stock of the Company, $.01 par value, as presently constituted, subject to adjustment as provided in paragraph 4.2(c) above.

Section 8

Other Incentive Awards

8.1 Grant of Other Incentive Awards . Subject to the terms and provisions of the Plan, Other Incentive Awards may be granted to Eligible Individuals, in such amount, upon such terms, and at any time and from time to time as shall be determined by the Committee.

8.2 Other Incentive Award Agreement . Each Other Incentive Award shall be evidenced by an Award Agreement that shall specify the amount of the Other Incentive Award or the means by which it will be calculated, the terms and conditions applicable to such Award, the applicable Performance Period and Performance Goals, if any, and such other provisions as the Committee shall determine, in all cases subject to the terms and provisions of the Plan.

8.3 Nontransferability . Except as otherwise provided in the applicable Award Agreement, Other Incentive Awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or the laws of descent and distribution.

8.4 Form and Timing of Payment of Other Incentive Awards . Payment of Other Incentive Awards shall be made in cash and at such times as established by the Committee subject to the terms of the Plan.

Section 9

Performance-Based Measures

9.1 Performance Measures . The Performance Measures used to determine the attainment of Performance Goals with respect to Other Incentive Awards and Stock Awards to Named Executive Employees which are designed to qualify for the Performance-Based Exception shall be (A) a change in the Fair Market Value of a Share or (B) any one or more of the following, as reported in the Company’s Annual Report to Stockholders which is included in the Company’s Annual Report on Form 10-K or which may be mathematically derived from financial results reported in such Annual Report, including Annual Reports made for prior years:

(a)

the Company’s consolidated net earnings;

(b)

the Company’s consolidated earnings per share on a diluted basis;


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 13

(c)

the Company’s consolidated net sales;

(d)

net sales for any channel of distribution (as defined in Management’s Discussion and Analysis of Financial Condition and Results of Operations);

(e)

the Company’s consolidated return on average assets;

(f)

the Company’s consolidated selling, general and administrative expenses;

(g)

the Company’s consolidated earnings from operations;

(h)

the Company’s consolidated earnings before income taxes; and

(i)

the Company’s consolidated net cash provided by operating activities.

The Committee may appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgment or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in said Annual Report for the applicable year.

9.2 Discretion to Adjust Awards/Performance Goals . The Committee retains the discretion to adjust the determination of the degree of attainment of the pre-established Performance Goals for Awards; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Named Executive Officers, may not be subjected to an adjustment which would yield an increased payout, although the Committee may retain the discretion to make an adjustment which would yield a decreased payout. In the event that applicable tax and/or securities laws change to permit the Committee discretion to alter the governing Performance Measure for Awards designed to qualify for the Performance-Based Exception and held by Named Executive Officers without obtaining stockholder approval of such change, the Committee shall have sole discretion to make such change without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards which will not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m).


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 14

Section 10

Successors

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009		Page 15

Exhibit 10.30a

TRANSFERABLE

OPTION

Terms

Rev. II

TIFFANY & CO.

a Delaware Corporation

(the “ Company ”)

TERMS OF STOCK OPTION AWARD

(Transferable Non-Qualified Option)

under the

TIFFANY & CO.

2008 DIRECTORS EQUITY COMPENSATION PLAN

(the “ Plan ”)

Terms Adopted May 21, 2009

1. Introduction and Terms of Option . Participant has been granted a Non-Qualified Stock Option Award (the “ Option ”) to purchase shares of the Company’s Common Stock (“ Shares ”) under the Plan by the Nominating /Corporate Governance Committee of the Company’s Board of Directors (the “Committee ”). The “ Participant ”, the “ Grant Date ”, the number of “ Covered Shares ” and the “ Exercise Price ” per Share are stated in the attached “ Notice of Grant ”. The other terms and conditions of the Option are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in paragraph 10 below and elsewhere in this document.

2. Award and Exercise Pri ce. Subject to the terms and conditions stated in this document, the Option gives Participant the right to purchase the Covered Shares from the Company at the Exercise Price.

3. Earliest Date for Exercise . The Option is exercisable on the first business day following the Grant Date.

4. Expiration . The Option shall not be exercisable in part or in whole on or after the Expiration Date. The “ Expiration Date ” shall be the ten-year anniversary of the Grant Date.

5. Methods of Option Exercise . The Option may be exercised in whole or in part as to any Covered Shares (but not as to a fractional share) by filing a written notice of exercise with the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall specify the number of Covered Shares which the Participant elects to purchase and shall be accompanied by either of the following:

a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the amount of the Exercise Price for the Shares being exercised; or

a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the Shares exercised.


Tiffany & Co. 2008 Directors Equity Plan: 5/21/09
Rev. II		Page 1

In the case of exercise via method (a), the exercise shall be deemed complete on the Company’s receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The Committee may approve other methods of exercise, as provided for in the Plan, before the Option is exercised.

6. Withholding . Distributions on the exercise of the Option by Non-Employee Directors are not subject to withholding of applicable taxes. The Participant shall be responsible for payment of all applicable taxes. In the event that such distributions become subject to withholding of applicable taxes, Participant will be required to make such payment to Company at the time of exercise, in addition to the payment set forth in Section 5 above.

7. Transferability . The Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a “domestic relations order”, as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Notwithstanding the foregoing, the Option may be transferred by the Participant to (i) the spouse, children or grandchildren of the Participant (each an “Immediate Family Member ”), (ii) a trust or trusts for the exclusive benefit of any or all Immediate Family Members, (iii) a partnership in which any or all Immediate Family Members are the only partners, or (iv) to a retirement plan for the sole benefit of the Participant and/or his Immediate Family Members provided that (x) there may be no consideration paid or otherwise given for any such transfer, and (y) subsequent transfer of the Option is prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Upon any attempt to transfer the Option otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Option otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Option, the Option shall immediately terminate and become null and void.

8. Definitions . For the purposes of the Option, the words and phrases listed below shall be defined as follows:

Approved Broker . Means one or more securities brokerage firms designated by the Secretary of the Company from time to time.

Code. The Internal Revenue Code of 1986, as amended.

Non-Employee Director. A Non-Employee Director means a member of the Board who is not at the time also an employee of the Company or a Related Company.

Plan Definitions . Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

9. Heirs and Successors . The terms of the Option shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. Participant may designate a beneficiary of his/her rights under the Option by filing written notice with the Secretary of the Company. In the event of the Participant’s death prior to the full exercise of the Option, the Option may be exercised by such Beneficiary to the extent that it was exercisable on the Participant’s Termination Date and up until its Expiration Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant or before full exercise of the Option, the Option may be exercised by Participant’s estate to the extent that it was exercisable on the Participant’s Termination Date and up until its Expiration Date.


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Rev. II		Page 2

10. Administration . The authority to manage and control the operation and administration of the Option shall be vested in the Committee, and the Committee shall have all powers with respect to the Option as it has with respect to the Plan. Any interpretation of the Option by the Committee and any decision made by it with respect to the Option are final and binding.

11. Plan Governs . Notwithstanding anything in this Agreement to the contrary, the terms of the Option shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.


Tiffany & Co. 2008 Directors Equity Plan: 5/21/09
Rev. II		Page 3

Exhibit 10.30b

RESTRICTED

STOCK GRANT

Terms

Director Plan

Rev. I

TIFFANY & CO.

a Delaware Corporation

(the “ Company ”)

TERMS OF RESTRICTED STOCK GRANT

under the

2008 DIRECTORS EQUITY COMPENSATION PLAN

(the “ Plan ”)

Terms Adopted May 21, 2009

1. Introduction and Terms of Grant . Participant has been granted (the “ Grant ”) Stock Units which shall be settled by the issuance and delivery of Shares of Common Stock. The Grant has been made under the Plan by the Nominating/Corporate Governance Committee of the Company Board (the “ Committee ”). The name of the “ Participant ”, the “ Grant Date ”, the number of “ Stock Units ” granted and the “ Maturity Date ” are stated in the attached “ Notice of Grant ”. The other terms and conditions of the Grant are stated in this document and in the Plan.

2. Grant and Adjustment . Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Company. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the “ Settlement Value ”) shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Vesting. Except as otherwise provided in this Section 3 or Section 5 below, Stock Units granted will vest in full (100%) on the one year anniversary of the Grant Date. A Stock Unit shall not vest and will be deemed to have “ expired ” and shall not be settled for Shares if the Participant’s Date of Termination occurs before the one-year anniversary of the Grant Date unless the Participant’s Date of Termination occurs by reason of death or Disability , in which case the Grant shall vest on said Date of Termination. A Stock Unit which fails to vest on or before Participant’s Date of Termination shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share.

4. Maturity. Following the Maturity Date of a Stock Unit that has vested, the Settlement Value of the Stock Unit in Shares shall be issued and delivered within thirty (30) days to or for the account of Participant. The Participant shall have no right to accelerate or change such date. Except as provided in this Section 4 or in Section 5 below, the Maturity Date for each grant is indicated in the Notice of Grant (“ Maturity Date ”). The Maturity Date shown on the Notice of Grant was elected by the Participant by written notice given to the Secretary of the Company no later than the Grant Date from amongst one of the following alternative Maturity Dates: (i) the one-year anniversary of the Grant Date; (ii) the six-month anniversary of Participant’s Date of Termination; or (iii) a date certain, such date to be no earlier than the one year anniversary of the Grant Date. If the Participant’s Date of Termination occurs by reason of death or Disability the Maturity Date of a Stock Unit shall be said Date of Termination. If the Participant’s death occurs after his or her Date of Termination the Maturity Date of a Stock Unit shall be Participant’s date of death.

5 . Effect of Change in Control . A Grant that has not previously vested and matured shall vest and mature on a Change in Control Date and the Change in Control Date shall be the Maturity Date for such Grant.

6. No Dividends or Interest . No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Transferability . The Stock Units are not transferable otherwise than by will or the laws of descent and distribution or pursuant to a “domestic relations order”, as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall the Stock Units be subject to execution, attachment or similar process. Notwithstanding the foregoing, the Stock Units may be transferred by the Participant to (i) the spouse, children or grandchildren of the Participant (each an “Immediate Family Member”), (ii) a trust or trusts for the exclusive benefit of any or all Immediate Family Members, (iii) a partnership in which any or all Immediate Family Members are the only partners, or (iv) to a retirement plan for the sole benefit of the Participant and/or his Immediate Family Members provided that (x) there may be no consideration paid or otherwise given for any such transfer, and (y) subsequent transfer of the Stock Units is prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, the Stock Units shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The provisions of Sections 3, 4 and 5 above shall continue to be applied with respect to the original Participant following transfer and the Stock Units shall vest and mature only to the extent specified therein. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Stock Units, the Stock Units shall immediately terminate and become null and void.

8. Definitions . For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

9. Heirs and Successors . The terms of the Grant shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Company. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant’s estate.

10. Administration . The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with respect to the Plan. Any interpretation of the Grant made by the Committee and any decision made by it with respect to the Grant are final and binding.

11. Plan Governs . Notwithstanding anything in this Agreement to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.


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Restricted Stock Grant: Terms of Stock Grant Award – Rev. I		Page 2

Appendix I – Definitions

“ Affiliate ” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“ Change in Control. ” A Change in Control shall be deemed to have occurred if:

(i)

any Person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, excluding Company or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Company or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Company in substantially the same proportion as their ownership of Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Company representing Thirty-five percent (35%) or more of the combined voting power of Company’s then outstanding securities entitled to vote in the election of directors of Company;

(ii)

if the Incumbent Directors cease to constitute a majority of the Company Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Company Board after having been designated to serve on the Company Board by a Person who has entered into an agreement with Company to effect a transaction described in clauses (i) through (iv) of this definition ;

(iii)

there occurs a reorganization, merger, consolidation or other corporate transaction involving Company, in each case with respect to which the stockholders of Company immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Company or other corporation resulting from such transaction, as the case may be;

(iv)

all or substantially all of the assets of Company are sold, liquidated or distributed, except to an Affiliate of Company.

“ Change in Control Date ” shall mean the date on which a Change in Control occurs except that a Change in Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“ Committee ” shall mean the Nominating/Corporate Governance Committee of the Company Board, appointed by the Company Board at its May 15, 2008 meeting to serve as the “Committee” as that term is defined in Section 5 of the Plan.

“ Common Stock ” shall mean the common stock of Company.

“ Company ” shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.


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Restricted Stock Grant: Terms of Stock Grant Award – Rev. I		Page 3

“ Company Board ” shall mean the Board of Directors of Company.

“ Date of Termination ” shall mean, with respect to any Participant, the first day occurring on or after the date Participant incurs a separation from service with the Company, as that term is described in Section 409A of the Code and the regulations thereunder.

“ Disability ” shall mean Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or that is expected to last for a continuous period of not less than 12 months.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“ Incumbent Directors ” shall mean those individuals who were members of the Company Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Company, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

“ Notice of Termination ” shall mean a written notice from the Secretary of the Company confirming the removal of Participant from the Board of Directors, through the duly-authorized action of either Stockholder or Board of Directors, as expressly permitted under the Company’s by-laws.

“ Person ” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.”

“ Plan ” shall mean the Tiffany & Co. 2008 Directors Equity Compensation Plan.

“Stockholder ” shall mean each stockholder of record of the Company entitled to vote in accordance with the laws of the State of Delaware, the Company’s Certificate of Incorporation, or the Company’s by-laws.

“ Terminating Transaction ” shall mean any one of the following:

(i)

the dissolution or liquidation of the Company;

(ii)

a reorganization, merger or consolidation of the Company with one or more Persons as a result of which the Company goes out of existence or becomes a subsidiary of another Person; or

(iii)

upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Company by another Person;

provided that none of the foregoing transactions (i) through (iii) will be deemed to be a Terminating Transaction, if as of a date at least fourteen (14) days prior to the date scheduled for such transaction provisions have been made in writing in connection with such transaction for the assumption of the Grant or the substitution for the Grant of a new grant covering the publicly-traded stock of a successor Person, with appropriate adjustments as to the number and kind of shares.


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