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•	The majority of compensation payable to the CEO and other named executive officers is tied to the Company's financial performance and/or the performance of the stock price (87% for the CEO and 70% for other named executive officers, on average), with significant emphasis on long-term incentives.

•	Long-term and short-term incentive awards are payable contingent on a variety of performance measures, including operating earnings, net earnings per share and return on assets.

•	Short-term incentive awards for Fiscal 2015 were paid out to the named executive officers at 70-80% of target, based on achievement of operating earnings for the year relative to target and individual performance factors.

•	For the performance period beginning February 1, 2013 and ending January 31, 2016 (Fiscal 2013-Fiscal 2015), performance-based restricted stock units vested at 108.2% of target shares (54.1%

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•	Incentive compensation is subject to recoupment in the event of an accounting restatement due to material noncompliance with financial reporting requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

•	FOR the election of all 10 nominees for director named in this Proxy Statement;

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•	FOR the ratification of the selection of PwC as the independent registered public accounting firm to audit our Fiscal 2016 financial statements;

•	FOR approval of the compensation paid to the Company’s named executive officers in Fiscal 2015; and

•	AGAINST the shareholder proposal that the Company adopt a general payout policy that gives preference to share repurchases (relative to cash dividends) as a method to return capital to shareholders.

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

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

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

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

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

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

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

b)	Includes 18,486 shares issuable upon the exercise of Vested Stock Options.

c)	Includes 18,486 shares issuable upon the exercise of Vested Stock Options.

d)	Includes 163,668 shares issuable upon the exercise of Vested Stock Options and 8,523 shares issuable upon the vesting of performance-based restricted stock units on March 31, 2016. Mr. Cumenal was named CEO effective April 1, 2015.

e)	Includes 14,626 shares issuable upon the exercise of Vested Stock Options.

f)	Includes 43,203 shares issuable upon the exercise of Vested Stock Options.

g)	Includes 174,409 shares issuable upon the exercise of Vested Stock Options, 13,716 shares issuable upon the vesting of performance-based restricted stock units on March 31, 2016, 17,572 shares held by

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h)	Includes 43,203 shares issuable upon the exercise of Vested Stock Options, 28,782 shares held in the Charles and Cynthia Marquis Joint Revocable Trust dated December 8, 2003 and 56,000 shares held in the Marquis 2012 Children's Trust, as Trustee. Mr. Marquis disclaims beneficial ownership of Company stock held by the Marquis 2012 Children's Trust.

i)	Includes 13,412 shares Mr. May may be deemed to indirectly beneficially own. Includes 43,203 shares issuable upon the exercise of Vested Stock Options.

j)

Includes 43,203 shares issuable upon the exercise of Vested Stock Options; 107,500 shares held by KJC Ltd. of which Mr. Shutzer is the sole general partner and of which three of his adult children are limited partners; 32,210 shares held in trust for one adult child of which trust Mr. Shutzer's wife is sole trustee; and 153,089 shares pledged as security in a margin account. Mr. Shutzer disclaims beneficial ownership of Company stock held by KJC Ltd. and shares held in the aforementioned trust.

k)	Includes 12,149 shares issuable upon the exercise of Vested Stock Options.

l)	Includes 23,488 shares issuable upon the exercise of Vested Stock Options.

m)	Includes 13,250 shares issuable upon the exercise of Vested Stock Options.

n)	Includes 83,950 shares issuable upon the exercise of Vested Stock Options, 3,881 shares issuable upon the vesting of performance-based restricted stock units on March 31, 2016 and 500 shares held in Ms. Cloud's account under the Tiffany Employee Profit Sharing and Retirement Savings Plan.

o)	Includes 5,775 shares issuable upon the exercise of Vested Stock Options.

p)

Includes 991,036 shares issuable upon the exercise of Vested Stock Options and restricted stock unit grants that will vest within 60 days of March 21, 2016; 42,024 shares issuable upon the vesting of performance-based restricted stock units on March 31, 2016; 1,299 shares held in accounts under the Tiffany Employee Profit Sharing and Retirement Savings Plan; and three shares held in the Tiffany Employee Stock Purchase Plan.

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•	Annual election of directors;

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

•

Director resignation policy – each of the nominees for director has agreed to tender his or her resignation in the event that he or she does not receive a majority of "for" votes of the votes cast "for" or "against" his or her candidacy. The Nominating/Corporate Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken;

•	Director independence – 7 of our 10 directors are independent;

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

•	Director overboarding policy – directors may not serve on a total of more than five public company boards (including the Board);

•

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

•	Annual self-evaluation – our independent directors participate in an annual assessment and evaluation of the workings and efficiency of the Board and each of the committees on which they serve, the results of which are discussed with the full Board;

•	Long-standing policies governing business and ethical conduct;

•	Commitment to corporate social responsibility; and

•	Following leading compensation practices – see "Compensation of the CEO and Other Executive Officers–Compensation Discussion and Analysis–Executive Summary–Corporate Governance Best Practices" at PS-43.

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

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

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

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

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

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

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

•	Review of management's enterprise risk assessment;

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

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

•	Review and approval of significant actions by the Company.

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•	The full Board held six meetings. Attendance averaged 95% amongst all members.

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

•	The Compensation Committee and its Stock Option Subcommittee held six meetings. Attendance averaged 92% amongst all members.

•	The Nominating/Corporate Governance Committee held six meetings. Attendance averaged 96% amongst all members.

•	The Finance Committee held six meetings. Attendance averaged 92% amongst all members.

•	The Corporate Social Responsibility Committee held three meetings. Attendance averaged 93% amongst all members.

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

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

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

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

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

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

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

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

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

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

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

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

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

•	Making recommendations to the Board with respect to the compensation of our other executive officers, including compensation under incentive and equity-based plans;

•	Reviewing and approving remuneration arrangements for executive officers;

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

•	Considering the expressed view of shareholders on executive compensation matters, including shareholder proposals and advisory votes, and considering communications with proxy advisory firms and related matters; and

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

•	attending Compensation Committee meetings;

•	meeting with the Compensation Committee without management present;

•	providing third-party data, advice and expertise on proposed executive compensation awards and plan design (see "Compensation of the CEO and Other Executive Officers–Compensation Discussion and Analysis–Competitive Compensation Analysis - No Benchmarks" at PS-47);

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

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

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•	Policies on the composition of the Board;

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

•	Nominees to fill vacancies on the Board;

•	Nominees for election to the Board;

•	Corporate governance principles applicable to the Company;

•	Non-management director compensation; and

•	Management performance and succession planning.

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•	92nd Street Y: merchandise grants of $1,950 (Mr. May is an honorary member of the Board of Directors).

•	Carnegie Hall: $2,500 corporate membership contribution and contribution of $4,000 vermeil medallion for medal of excellence gala (Mr. May is a Trustee).

•	New York Philharmonic: $25,000 cash contribution to support the New York Philharmonic Spring Gala Celebrating the 50th Anniversary of the Concert in the Parks (Mr. May is Vice Chairman of the Board of Trustees).

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

•	Paul Taylor Dance Company: merchandise grants of $1,500 (Mr. Shutzer is a Trustee).

•	Phoenix House: combination of ticket subscription and merchandise grants totaling approximately $17,000 (Ms. Bravo is a member of the Board of Directors).

•	Prep for Prep: merchandise grants of $8,200 (Mr. Shutzer is a Trustee).

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

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

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a)	Tax fees consist of fees for tax compliance and tax consulting services. These fees include tax compliance fees of $1,090,500 for the year ended January 31, 2016 and $1,456,900 for the year ended January 31, 2015.

b)	All other fees consist primarily of the Sustainability Assurance procedures, Kimberley Process Agreed Upon Procedures and costs for research software for the years ended January 31, 2016 and January 31, 2015.

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•	The previously announced promotion of Frederic Cumenal, President, to Chief Executive Officer ("CEO"), effective April 1, 2015, in conjunction with the retirement of Michael J. Kowalski, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015.

•

The appointment of Jennifer de Winter as Senior Vice President, Northern America, effective March 1, 2015, with responsibility for all sales channels in the United States and Canada. Ms. de Winter's responsibilities were expanded, and she became responsible for all sales channels in the Company's Americas region in July 2015. She was also designated an executive officer of the Company on July 16, 2015.

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

•	An annual operating plan for the fiscal year.

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

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

•	To link management’s interests with those of the shareholders.

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

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

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

•	base salary;

•	target short-term incentive;

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

•	target long-term incentive;

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

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

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•	Towers Watson Retail Survey;

•	Towers Watson General Industry Survey; and

•	Hay Group Luxury Retail Survey.

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

•

Stock options reward executives in a rising market and provide returns aligned with those of shareholders, whether or not performance goals have been met. This balances an inherent challenge associated with performance-based restricted stock units, as non-controllable and highly variable external factors affect the Company's performance and make it difficult to establish appropriate strategic performance goals.

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

•

for performance-based restricted stock units, using the higher of (i) the simple arithmetic mean of the high and low sale price of such stock on the New York Stock Exchange on the grant date or (ii) the closing price on such Exchange on the grant date; and assuming that units would vest at the EPS target described under "Performance-Based Restricted Stock Unit Grants" below. Achievement of the ROA goal was not considered in making this allocation.

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

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

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

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

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

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

•	pursuant to a qualified domestic relations order.

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

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

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

•	are not overly generous.

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

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

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

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

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

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

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

•	a one-time sign-on equity award of time-vesting stock options and time-vesting restricted stock units equal in total value to $1,125,000, to vest in equal installments on the first, second and third anniversary of the grant date;

•	a one-time sign-on cash bonus equal to $900,000 intended to offset the loss of an expected bonus payment from his prior employer, with half to be paid within 30 days of his commencement date, and the remaining half to be paid on or about April 1, 2015, in each case subject to recoupment in the event of resignation without good reason or termination with cause on or before January 31, 2016; and

•	severance benefits, absent a change in control, in the event of his termination without cause or resignation for good reason, prior to the second year anniversary of his date of hire.

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

•	a one-time sign-on cash bonus equal to $440,000, subject to recoupment in the event of resignation without good reason or termination with cause prior to the first anniversary of her date of hire;

•	a one-time sign-on equity award of restricted stock units equal in value to $650,000, to vest in full on the second anniversary of the grant date, subject to conditions (including continued employment); and

•	severance benefits, absent a change in control, in the event of her termination without cause or resignation for good reason, prior to the second year anniversary of her date of hire.

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

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

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

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(a)	Salary. Salary amounts include amounts deferred at the election of the executive under the Deferral Plan and under the 401(k) Plan. Amounts deferred to the Deferral Plan are also shown in the "Nonqualified Deferred Compensation Table" at PS-91.

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

(c)

Stock Awards. Except to the extent otherwise noted below in this note, amounts shown represent the dollar amount of the grant date fair value of the stock unit award calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“Codification Topic 718”), disregarding any estimates of forfeitures related to service-based vesting conditions, for the fiscal year in which the award was granted (which includes grants made on January 20, 2016). The amounts shown are based on the assumption that the earnings-per-share

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(d)	Option Awards. Amounts shown represent the dollar amount of the grant date fair value of the stock option award (which includes the grants made on January 20, 2016) calculated in accordance with Codification Topic 718 for the fiscal year in which the award was granted, disregarding any estimates of forfeitures related to service-based vesting conditions.

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(e)

Non-Equity Incentive Plan Compensation. This column reflects cash short-term incentive awards under the 2005 Employee Incentive Plan or 2014 Employee Incentive Plan. These awards are earned in the fiscal year ended January 31 and are paid on the basis of achieved performance goals after the release of the Company’s financial statements for the fiscal year. (For a description of the performance goals, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards–Non-Equity Incentive Plan Awards" at PS-75.) This column includes amounts deferred at the election of the executive under the Deferral Plan. Amounts so deferred are also shown in the Nonqualified Deferred Compensation Table.

(f)

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

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

(i)	This amount reflects the benefit paid under the defined contribution retirement benefit ("DCRB") feature of the 401(k) Plan.

(ii)

For Mr. Cumenal, the amount reported as “other compensation” for Fiscal 2015 includes: defined contribution to the French pension scheme ($75,017); payment to a special retirement account ($406,757); and payment towards tax preparation consultation services ($22,895). Please see the discussion of Mr. Cumenal's Senior Executive Employment Agreement and compensation paid thereunder, in connection with the commencement of employment in March 2011, under "Discussion of Summary Compensation Table and Grants of Plan-Based Awards - Frederic Cumenal Employment Agreement" at PS-80.

(iii)	For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2014 includes: defined contribution to the French pension scheme ($84,655); payment to a special retirement account ($435,291); and payment towards tax preparation consultation services ($23,890).

(iv)	For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2013 includes: defined contribution to the French pension scheme ($88,333); payment to a special retirement account ($397,270); and payment towards tax preparation consultation services ($27,000).

(v)	For Mr. Kowalski, the amount reported as “other compensation” for Fiscal 2015 includes a distribution paid under the Excess Plan ($352,315), a payment of accrued vacation time as of his retirement ($15,983) and the retainers paid to him in connection with his service as a non-executive director. See "Director Compensation Table" at PS-98.

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

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(vii)	For Mr. Bellaiche, the amount reported as “other compensation” for Fiscal 2015 reflects the second payment of a one-time sign-on cash bonus in connection with his recruitment in 2014. For a more detailed discussion of Mr. Bellaiche’s compensatory arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards - Jean-Marc Bellaiche Compensatory Arrangement" at PS-81.

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

(ix)	For Ms. de Winter, the amount reported as “other compensation” for Fiscal 2015 reflects a one-time sign-on cash bonus in connection with her recruitment. For a more detailed discussion of Ms. de Winter’s compensatory arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards - Jennifer de Winter Compensatory Arrangement" at PS-81.

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(a)

The equity awards reported for Mr. Kowalski reflect (i) performance-based restricted stock units granted to him in January 2013 and January 2014, the terms of which were amended in March 2015 to permit continued vesting of those awards following his retirement, subject to the other terms and conditions previously established by the Committee (see “2015 Incentive Compensation - Michael J. Kowalski Long-Term Incentive Awards” at PS-41); and (ii) time-vesting restricted stock units and stock options granted to him in May 2015 in connection with his service as a non-executive director. See “Director Compensation Table” at PS-98.

(b)

Other than the time-vesting restricted stock units granted to Ms. de Winter in March 2015, which will vest in March 2017 provided she remains employed through that time, and time-vesting restricted stock units granted to Mr. Kowalski in May 2015 in connection with his service as a non-executive director, no portion of these awards will pay out unless the EPS Threshold is attained over the three-year Performance Period ending January 31, 2019. If the EPS Threshold is attained, the Committee may vest the Maximum Number of Shares, but has the discretion to reduce the vested number of shares by any amount down to zero shares.

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(c)	The exercise price of all options was the closing price of the underlying shares on the New York Stock Exchange on the grant date. The base price of the time-vesting restricted stock units is calculated in

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•	strategic thinking;

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

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

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

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

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•	In Fiscal 2014, the Company’s consolidated operating earnings exceeded the target established by the Committee, and short-term incentive awards were paid out at 101% of the target amount, on average, other than for one executive who was not granted a short-term incentive award pursuant to her compensatory arrangements.

•	In Fiscal 2013, the Company’s consolidated net earnings, excluding certain charges as permitted under the 2005 Employee Incentive Plan, exceeded the target established by the Committee, and short-term incentive awards were paid out at 124% of the target amount, on average.

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

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

•	Annual incentive awards to named executive officers were designed so that the amounts paid out would be deductible to the Company and would not count against the $1,000,000 limitation under Section 162(m) of the Internal Revenue Code.

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

•	Units are exchanged on a one-to-one basis for shares of the Company’s common stock if the Units vest;

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

•	No Units vest if the executive voluntarily resigns (including for retirement, subject to the change made in 2015 described immediately below) or is terminated for cause during the three-year performance period, although partial vesting is provided for in cases of termination for death or disability;

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

•	No dividends are paid or accrued on Units;

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

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

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

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

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

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

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

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

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

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

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

•	the target cash value will allow the policy to remain in force after age 65 without payment of further premiums with a death benefit equivalent to twice the executive officer’s ending annual base salary and target short-term incentive award;

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

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

•	Term: Three-year initial term with sequential one-year extensions thereafter. Any party may give prior notice of non-extension. In the event of a change in control, the term will continue for at least two years;

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

•	One-time relocation award of $650,000, subject to a partial claw-back in the event of resignation without good reason within 18 months of employment;

•

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

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

•	Tax consultation: Income tax preparation assistance up to a maximum of $30,000 for each of 2011 and 2012;

•

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

•	Severance following a Change in Control - Applicable in the event of termination without Cause; resignation for Good Reason, including Tiffany's refusal to extend the term: $1,210,000, subject to increase based on annual cost of living adjustments; plus two times base salary; and continuation of medical and dental benefits for two years; and

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

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•	Initial Base Salary: $750,000 per year;

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

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

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

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

•	Initial Base Salary: $750,000 per year;

•	Initial Target Annual Incentive Award: 60% of base salary;

•	Initial Target Long-term Incentive Award: 150% of base salary;

•

One-time sign-on awards of (i) time-vesting restricted stock units equal in value to $562,500, to vest in equal installments on the first, second and third anniversary of the grant date; (ii) stock options equal in value to $562,500, to vest in equal installments on the first, second and third anniversary of the grant date; and (iii) a $900,000 cash bonus, half of which was to be paid within 30 days of his date of hire, and the remaining half on or about April 1, 2015, in each case subject to recoupment in the event of resignation without good reason or termination with cause on or before January 31, 2016; and

•

Severance benefits, absent a change in control, in the event of termination without Cause or resignation for Good Reason prior to the second year anniversary of hire: one year of base salary; any unpaid short-term incentive award for the last completed fiscal year; pro-rated short-term incentive award for the current year (calculated at target); plus reimbursement of continued health coverage for one year.

•	Initial Base Salary: $650,000 per year;

•	Initial Target Annual Incentive Award: 60% of base salary;

•	Initial Target Long-term Incentive Award: 150% of base salary;

•	One-time sign-on awards of (i) time-vesting restricted stock units equal in value to $650,000, to vest in full on the second anniversary of the grant date, subject to conditions (including continued

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•

Severance benefits, absent a change in control, in the event of termination without Cause or resignation for Good Reason prior to the second year anniversary of hire: one year of base salary; any unpaid short-term incentive award for the last completed fiscal year; pro-rated short-term incentive award for the current year (calculated based on actual results); plus reimbursement of continued health coverage for one year.

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(a)

The first four grants shown for Mr. Kowalski were granted on January 20, 2011, January 18, 2012, January 16, 2013 and January 16, 2014, respectively. For all other option grants reported, the grant date was 10 years prior to the expiration date shown. All options vest 25% per year over the four-year period following a grant date other than the option grants expiring September 23, 2023 (to Mr. Cumenal's benefit, which vest on a three-year cliff-vesting basis) and July 16, 2024 (to Mr. Bellaiche's benefit, which vest in three equal installments). Additionally, the grants reported for Mr. Kowalski include options granted to him in connection with his service as a non-executive director, which vest immediately. See "Director Compensation Table" at PS-98.

(b)	In this column, the number to the left of the slash mark indicates the number of shares on which the payout value shown in the column to the right was computed. See notes (g) through (p) below. The number to the right of the slash mark indicates the total number of shares that would vest upon attainment of all performance objectives over the three-year performance period.

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(c)	This 2013 grant vested three business days following the date on which the Company’s audited financial results for Fiscal 2015 were publicly reported.

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

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

(f)	This 2016 grant will vest three business days following the date on which the Company’s audited financial results for Fiscal 2018 are publicly reported.

(g)	This one-time time-vesting restricted stock unit award, granted to Mr. Cumenal in connection with his promotion to President, will vest three business days following the date on which the Company's audited financial results for Fiscal 2016 are publicly reported.

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

(i)	This one-time time-vesting restricted stock unit award, granted to Mr. Bellaiche in connection with his recruitment, vests in equal installments over a three-year period ending July 16, 2017. The number of shares shown is the portion of the award that had not vested as of January 31, 2016.

(j)	This one-time time-vesting restricted stock unit award, granted to Ms. de Winter in connection with her recruitment, will vest in full on March 18, 2017.

(k)	This value has been computed at 54.1% of maximum based on Company EPS and ROA performance in Fiscal 2013, Fiscal 2014 and Fiscal 2015. The resulting value was computed on the basis of the closing stock price of $63.84 on January 29, 2016.

(l)	This value has been computed at 22.4% of maximum based upon Company EPS and ROA performance in Fiscal 2014 and Fiscal 2015 and projections for Fiscal 2016. The resulting value was computed on the basis of the closing stock price of $63.84 on January 29, 2016.

(m)	This value has been computed at 19.5% of maximum based upon Company EPS and ROA performance in Fiscal 2015 and projections for Fiscal 2016 and Fiscal 2017. The resulting value was computed on the basis of the closing stock price of $63.84 on January 29, 2016.

(n)	This value has been computed on the assumption that the EPS target will be met at 100.0% and on the assumption that the ROA target will have been achieved at 100.0%. The resulting value was computed on the basis of the closing stock price of $63.84 on January 29, 2016.

(o)	The value was computed on the basis of the Company's closing stock price of $63.84 on January 29, 2016.

(p)	This time-vesting restricted stock unit award was granted to Mr. Kowalski in connection with his service as a non-executive director. See "Director Compensation Table" at PS-98.

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

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

(c)

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

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

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

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

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

•	it is a "funded" plan (money has been deposited into a trust that is insulated from the claims of the Company’s creditors);

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

•	executive officers hired before January 1, 2006 are participants;

•	benefits vest after five years of service;

•	benefits are based on the participant’s average final compensation and years of service;

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

•	benefits are not offset by Social Security.

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•	it is not a qualified plan and is not subject to Internal Revenue Code limitations;

•	it is not funded (benefits are paid out of the Company’s general assets, which are subject to the claims of the Company’s creditors);

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

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

•	benefits are offset by benefits payable under the Pension Plan;

•	benefits are not offset by benefits payable under Social Security;

•	benefits vest after five years of service;

•	benefits are subject to forfeiture if employment is terminated for cause;

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

•	benefits are payable upon the later of the participant’s separation from service, as defined under the plan, or attainment of age 55; and

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

•	it is not a qualified plan and is not subject to Internal Revenue Code limitations;

•	it is not funded (benefits are paid out of the Company’s general assets, which are subject to the claims of the Company’s creditors);

•	it is available only to executive officers hired before January 1, 2006;

•	it uses a different benefit formula than that used by the Pension Plan and the Excess Plan;

•	benefits are offset by benefits payable under the Pension Plan and the Excess Plan;

•	benefits are offset by benefits payable under Social Security;

•

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

•	benefits are subject to forfeiture if employment is terminated for cause;

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

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

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(a)

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

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(a)	This column includes amounts that are also included in the amounts shown in the columns headed "Salary" or "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table at PS-66.

(b)

Under the terms of the Deferral Plan, and as noted under "Registrant Contribution in Last Fiscal Year" in the table above, Messrs. Cumenal, Nicoletti and Bellaiche received Excess DCRB Contributions of $46,294, $9,737 and $15,538, respectively, in Fiscal 2015. As of January 31, 2016, Mr. Cumenal was vested in 60% of the Excess DCRB Contributions credited to him under the Deferral Plan, based on his years of service. Messrs. Nicoletti and Bellaiche were not vested in Excess DCRB Contributions credited to them. See "Excess DCRB Feature of the Deferral Plan" below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(a)	Messrs. Cumenal and Bellaiche and Ms. de Winter are the only named executive officers to whom the Company is committed to pay severance benefits in the event of involuntary termination, without cause, in the absence of a Change in Control. For a summary of these arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards" at PS-75.

(b)

The terms applicable to the one-time awards of time-vesting restricted stock units made to Mr. Cumenal on September 19, 2013 (12,419), with respect to his promotion to President, to Mr. Nicoletti on March 19, 2014 (16,166), with respect to his joining the Company, and to Ms. de Winter on March 18, 2015 (7,600) with respect to her joining the Company, provide for acceleration of 100% of the outstanding shares in the event of an involuntary termination without cause.

(c)	Following a change in control, the Supplemental Plan will vest upon involuntary termination, or if the participant has either attained age 65, or age 55 with 10 years of service. The value reported reflects the present value at age 55 of the benefit accrued as of January 31, 2016, reduced for early retirement.

(d)	For the executive officers other than Mr. Cumenal, cash severance payments were determined by multiplying the sum of (i) actual salary and (ii) the target short-term incentive award or bonus, by two. Mr. Cumenal’s cash severance payment is the sum of (i) actual salary multiplied by two, and (ii) $1,256,540, pursuant to the terms of his employment agreement.

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

(f)	The value of early vesting of stock options granted in 2013, 2014, 2015 and 2016 was determined using $63.84, the closing value of the Company’s common stock on January 29, 2016. In the event of a Change in Control that is not a Terminating Transaction (as defined below), the unvested portion

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(g)

The value of early vesting of restricted stock units granted in 2013, 2014 and 2015 was determined using $63.84, the closing value of the Company’s common stock on January 29, 2016. In the event of a Change in Control that is not a Terminating Transaction, only a portion of unvested performance-based restricted stock units will vest, pursuant to a schedule based on the applicable three-year performance period. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. Accordingly, this column assumes 100% early vesting of performance-based restricted stock units granted in 2013; and 55% early vesting of performance-based restricted stock units granted in 2014 and 2015. This column also assumes 100% early vesting of the special time-vesting restricted stock grants awarded to Mr. Cumenal on September 19, 2013 (12,419), to Mr. Nicoletti on March 19, 2014 (16,166), to Mr. Bellaiche on July 16, 2014 (3,726) and to Ms. de Winter on March 18, 2015 (7,600).

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

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

(i)	If a Change in Control occurs before the start of the three-year performance period (for the 2014 and 2015 grants, that would mean before February 1, 2014 and February 1, 2015, respectively), no conversion or vesting shall occur for the award in connection with the change in control;

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

(iii)

If a Change in Control occurs in the last fiscal year of the three-year performance period, the percentage of the performance-based restricted stock units to convert to time-vesting restricted stock units will be based on the Company’s cumulative performance during the first and second fiscal year of the performance period, as compared to the performance goals expressed in the original notice of grant; however, such performance goals (but for the ROA target, which will be disregarded under such circumstances) will be pro-rated for the cumulative two-year period (66.67%).

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

•	A majority of the Board is, for any reason, not made up of individuals who were either on the Board on January 15, 2009 (in the case of outstanding equity awards), March 17, 2016 (in the case of the Supplemental Plan) or the date of the agreement (in the case of the retention agreements); or, if they became members of the Board after that date, were approved by the directors;

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

•

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

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(a)	Includes amounts deferred under the Deferral Plan.

(b)

Amounts shown represent the grant-date fair value for stock options granted for Fiscal 2015. In valuing option awards, the Company made certain assumptions. For a discussion of those assumptions, please refer to Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016. See Note M. "Stock Compensation Plans," in Notes to Consolidated Financial Statements, under Item 8. Financial Statements and Supplementary Data.

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

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(d)

The actuarial valuation shown takes into account the current age of the director and is based on the following assumptions: RP2014 Male/Female Mortality Table with White Collar Adjustments regressed to base year 2006 and projected generationally from 2006 with Scale MP-2014; discount rate of 4.25%; and assumed retirement age of 65 (if the director is over age 65, the director is assumed to retire on January 31, 2016). These assumptions are consistent with those used to prepare the Company's financial statements, except for the retirement age assumption. This column does not include earnings under the Deferral Plan because the Deferral Plan does not pay above-market or preferential earnings on compensation that is deferred. Where an N/A appears, the director is not eligible for this benefit. The pension benefit for Messrs. Marquis and Shutzer decreased in value in Fiscal 2015 by $40,298 and $41,468, respectively. In addition, this column does not include changes in pension value or nonqualified deferred compensation earnings for Mr. Kowalski that are attributable to his employment. For information on such changes and earnings, see the "Pension Benefits Table" and the "Nonqualified Deferred Compensation Table" at PS-86 and PS-91, respectively.

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(a)

Shares indicated are the aggregate of those issuable upon exercise of outstanding options awarded under the Company’s 2014 Employee Incentive Plan (the "2014 Plan") and the 2008 Directors Equity Plan (the "Directors Plan"). They do not include 713,451 shares issuable with respect to stock units awarded under those plans. They also do not include shares issuable under options or stock units that were awarded and remain outstanding under the Company’s 2005 Employee Incentive Plan, which total 888,861 and 690,968 shares, respectively.

(b)	Shares indicated are the aggregate of those available for grant under the 2014 Plan and the Directors Plan. Under the Directors plan, the maximum number of shares that may be issued (1,000,000) is subject to reduction by 1.58 shares for each share that is delivered on vesting of a stock award. Column C reflects this reduction assuming that all shares granted as stock awards will vest.

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1.

Financial flexibility. Four professors from Duke University and Cornell University studied executives' decisions to pay dividends or make repurchases by surveying hundreds of executives of public companies. They found that "maintaining the dividend level is on par with investment decisions, while repurchases are made out of the residual cash flow after investment spending."1 Further, in follow up interviews as part of the study, executives "state[d] that they would pass up some positive net present value (NPV) investment projects before cutting dividends." The creation of long-term value is of paramount importance; I believe that repurchases have the distinct advantage that they do not create an incentive to forgo long-term value enhancing projects in order to preserve a historic dividend level.

2.

Tax efficiency. Share repurchases have been described in the Wall Street Journal 2 as "akin to dividends, but without the tax bite for shareholders." The distribution of a dividend may automatically trigger a tax liability for some shareholders. The repurchase of shares does not necessarily trigger that automatic tax liability and therefore gives a shareholder the flexibility to choose when the tax liability is incurred. Shareholders who desire cash flow can choose to sell shares and pay taxes as appropriate. (This proposal does not constitute tax advice.)

3.

Market acceptance. Some may believe that slowing the growth rate or reducing the level of dividends would result in a negative stock market reaction. However, a study published in the Journal of Finance finds that the market response to cutting dividends by companies that were also share repurchasers was not statistically distinguishable from zero.3 I believe this study provides evidence that there is market acceptance that repurchases are valid substitutes for dividends.

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(a)	Expenses associated with impairment charges related to a financing arrangement with Koidu Limited. See "Item 8. Financial Statements and Supplementary Data - Note J - Commitments and Contingencies" in our Annual Report on Form 10-K, filed with the SEC on March 28, 2016, for further information.

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

(c)	Expenses associated with the redemption of $400.0 million in aggregate principal amount of certain senior notes prior to their scheduled maturities. See "Item 8. Financial Statements and Supplementary Data - Note G - Debt" in our Annual Report on Form 10-K, filed with the SEC on March 28, 2016, for further information.

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