UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    FORM 10-Q
                                ----------------
(Mark One)

  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----     EXCHANGE ACT OF 1934

                 For the quarterly period ended April 30, 2009.
                                       OR
- ----     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

            For the transition period from ________ to _____________.

                         Commission file number: 1-9494

                                  TIFFANY & CO.
             (Exact name of registrant as specified in its charter)

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

727 Fifth Ave. New York, NY                  10022
(Address of principal executive offices)    (Zip Code)

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

Former name, former address and former fiscal year, if changed since last report
_________.

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 (ss.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    .  No   X .

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
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer X Accelerated filer _____ Non-accelerated filer (Do not check if a smaller reporting company) _____ Smaller reporting company _____
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Common Stock, $.01 par value, 124,073,910 shares outstanding at the close of business on May 31, 2009. TIFFANY & CO. AND SUBSIDIARIES INDEX TO FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 2009
PART I - FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets - April 30, 2009, January 31, 2009 and April 30, 2008 (Unaudited) 3 Condensed Consolidated Statements of Earnings - for the three months ended April 30, 2009 and 2008 (Unaudited) 4 Condensed Consolidated Statements of Stockholders' Equity - for the three months ended April 30, 2009 and Comprehensive Earnings - for the three months ended April 30, 2009 and 2008 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows - for the three months ended April 30, 2009 and 2008 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7-14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15-22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 23 Item 4. Controls and Procedures 24 PART II - OTHER INFORMATION Item 1A. Risk Factors 25-27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28 Item 6. Exhibits 29 (a) Exhibits
2 PART I. Financial Information Item 1. Financial Statements TIFFANY & CO. AND SUBSIDIARIES ------------------------------ CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (Unaudited) ----------- (in thousands, except per share amounts)
April 30, January 31, April 30, 2009 2009 2008 ----------------- ----------------- ----------------- ASSETS Current assets: Cash and cash equivalents $ 303,729 $ 160,445 $ 159,625 Accounts receivable, less allowances of $8,837, $9,934 and $8,225 135,437 164,447 193,154 Inventories, net 1,553,717 1,601,236 1,466,166 Deferred income taxes 12,130 13,640 27,388 Prepaid expenses and other current assets 120,772 108,966 86,784 ----------------- ----------------- ----------------- Total current assets 2,125,785 2,048,734 1,933,117 Property, plant and equipment, net 721,452 741,048 742,116 Deferred income taxes 165,482 166,517 164,847 Other assets, net 149,533 145,984 169,771 ----------------- ----------------- ----------------- $ 3,162,252 $ 3,102,283 $ 3,009,851 ================= ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 74,199 $ 242,966 $ 199,421 Current portion of long-term debt 40,170 40,426 65,728 Accounts payable and accrued liabilities 163,102 223,566 175,777 Income taxes payable 25,324 27,653 49,979 Merchandise and other customer credits 64,239 67,311 68,573 ----------------- ----------------- ----------------- Total current liabilities 367,034 601,922 559,478 Long-term debt 707,477 425,412 346,010 Pension/postretirement benefit obligations 203,550 200,603 81,836 Deferred gains on sale-leasebacks 125,555 133,641 144,577 Other long-term liabilities 151,977 152,334 134,422 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 124,047, 123,844 and 126,281 1,240 1,238 1,263 Additional paid-in capital 691,977 687,267 656,704 Retained earnings 974,535 971,299 1,032,173 Accumulated other comprehensive (loss) gain, net of tax: Foreign currency translation adjustments (18,989) (26,238) 48,607 Deferred hedging (loss) gain (6,602) (8,984) 3,116 Unrealized loss on marketable securities (5,478) (6,140) (529) Net unrealized (loss) gain on benefit plans (30,024) (30,071) 2,194 ----------------- ----------------- ----------------- Total stockholders' equity 1,606,659 1,588,371 1,743,528 ----------------- ----------------- ----------------- $ 3,162,252 $ 3,102,283 $ 3,009,851 ================= ================= ================= See notes to condensed consolidated financial statements.
3 TIFFANY & CO. AND SUBSIDIARIES ------------------------------ CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS --------------------------------------------- (Unaudited) ----------- (in thousands except per share amounts)
Three Months Ended April 30, ----------------------------------------------- 2009 2008 ---------------------- --------------------- Net sales $ 523,059 $ 668,149 Cost of sales 232,032 286,895 ---------------------- --------------------- Gross profit 291,027 381,254 Selling, general and administrative expenses 236,587 277,945 ---------------------- --------------------- Earnings from operations 54,440 103,309 Interest and other expenses, net 12,444 1,508 ---------------------- --------------------- Earnings from operations before income taxes 41,996 101,801 Provision for income taxes 17,655 37,411 ---------------------- --------------------- Net earnings $ 24,341 $ 64,390 ====================== ===================== Net earnings per share: Basic $ 0.20 $ 0.51 ====================== ===================== Diluted $ 0.20 $ 0.50 ====================== ===================== Weighted-average number of common shares: Basic 124,001 126,458 Diluted 124,164 128,773 See notes to condensed consolidated financial statements.
4 TIFFANY & CO. AND SUBSIDIARIES ------------------------------ CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY --------------------------------------------------------- AND COMPREHENSIVE EARNINGS -------------------------- (Unaudited) ----------- (in thousands)
Accumulated Total Other Common Stock Additional Stockholders' Retained Comprehensive Paid-In Equity Earnings (Loss) Gain Shares Amount Capital - ---------------------------------------------------------------------------------------------------------------------- Balances, January 31, 2009 $ 1,588,371 $ 971,299 $ (71,433) 123,844 $ 1,238 $ 687,267 Exercise of stock options and vesting of restricted stock units ("RSUs") 224 - - 203 2 222 Tax effect of exercise of stock options and vesting of RSUs (1,125) - - - - (1,125) Share-based compensation expense 5,613 - - - - 5,613 Cash dividends on Common Stock (21,105) (21,105) - - - - Deferred hedging gain, net of tax 2,382 - 2,382 - - - Unrealized gain on marketable securities, - net of tax 662 - 662 - - Foreign currency translation adjustments, - net of tax 7,249 - 7,249 - - Net unrealized gain on benefit plans, - net of tax 47 - 47 - - Net earnings 24,341 24,341 - - - - ------------------------------------------------------------------------ Balances, April 30, 2009 $ 1,606,659 $ 974,535 $ (61,093) 124,047 $ 1,240 $691,977 ======================================================================== Three Months Ended April 30, -------------------------------- 2009 2008 -------------------------------- Comprehensive earnings are as follows: Net earnings $ 24,341 $ 64,390 Deferred hedging gain, net of tax 2,382 2,227 Foreign currency translation adjustments, net of tax 7,249 6,490 Unrealized gain on marketable securities, net of tax 662 92 Net unrealized gain on benefit plans, net of tax 47 66 -------------------------------- Comprehensive earnings $ 34,681 $ 73,265 ================================
See notes to condensed consolidated financial statements. 5 TIFFANY & CO. AND SUBSIDIARIES ------------------------------ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- (Unaudited) ----------- (in thousands)
Three Months Ended April 30, ------------------------------------------------- 2009 2008 ----------------------- ---------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 24,341 $ 64,390 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 32,929 33,419 Amortization of gain on sale-leaseback (2,335) (2,511) Excess tax benefits from share-based payment arrangements (4) (4,854) Provision for inventories 7,150 4,451 Provision for pension/postretirement benefits 5,845 6,224 Share-based compensation expense 5,523 11,661 Changes in assets and liabilities: Accounts receivable 26,181 4,187 Inventories 25,662 (86,942) Prepaid expenses and other current assets (9,813) 6,504 Accounts payable and accrued liabilities (62,473) (25,487) Income taxes payable (3,822) (166,012) Merchandise and other customer credits (3,268) 534 Other, net (4,770) (129) ----------------------- ---------------------- Net cash provided by (used in) operating activities 41,146 (154,565) ----------------------- ---------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (14,685) (26,208) Other (1,264) (1,047) ----------------------- ---------------------- Net cash used in investing activities (15,949) (27,255) ----------------------- ---------------------- CASH FLOWS FROM FINANCING ACTIVITIES: (Repayment of) proceeds from credit facility borrowings, net (70,289) 154,729 Repayment of other short-term borrowings (93,000) -- Repayment of long-term debt -- (1,433) Proceeds from issuance of long-term debt 300,000 -- Repurchase of Common Stock -- (54,837) Proceeds from exercise of stock options 224 7,248 Excess tax benefits from share-based payment arrangements 4 4,854 Cash dividends on Common Stock (21,105) (18,887) Other (764) -- ----------------------- ---------------------- Net cash provided by financing activities 115,070 91,674 ----------------------- ---------------------- Effect of exchange rate changes on cash and cash equivalents 3,017 3,117 ----------------------- ---------------------- Net increase (decrease) in cash and cash equivalents 143,284 (87,029) Cash and cash equivalents at beginning of year 160,445 246,654 ----------------------- ---------------------- Cash and cash equivalents at end of three months $ 303,729 $ 159,625 ======================= ====================== See notes to condensed consolidated financial statements.
6 TIFFANY & CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying condensed consolidated financial statements include the accounts of Tiffany & Co. (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, by majority exposure to expected losses, residual returns or both. Intercompany accounts, transactions and profits have been eliminated in consolidation. The interim statements are unaudited and, in the opinion of management, include all adjustments (which include only normal recurring adjustments) necessary to fairly state the Company's financial position as of April 30, 2009 and 2008 and the results of its operations and cash flows for the interim periods presented. The condensed consolidated balance sheet data for January 31, 2009 is derived from the audited financial statements, which are included in the Company's Annual Report on Form 10-K and should be read in connection with these financial statements. As permitted by the rules of the Securities and Exchange Commission, these financial statements do not include all disclosures required by generally accepted accounting principles. The Company's business is seasonal in nature, with the fourth quarter typically representing at least one-third of annual net sales and approximately one-half of annual net earnings. Therefore, the results of its operations for the three months ended April 30, 2009 and 2008 are not necessarily indicative of the results of the entire fiscal year. 2. NEW ACCOUNTING STANDARDS In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements." SFAS No. 160 requires a company to clearly identify and present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section but separate from the company's equity. It also requires the amount of consolidated net earnings attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of earnings; changes in ownership interest to be accounted for similarly, as equity transactions; and, when a subsidiary is deconsolidated, that any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. The provisions of SFAS No. 160 did not have a material effect on the Company's financial position or earnings. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which establishes a framework for measuring fair value of assets and liabilities and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB deferred the implementation of the provisions of SFAS No. 157 relating to nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008. Management adopted the remaining provisions of SFAS No. 157 on February 1, 2009. This adoption impacts the way in which the Company calculates fair value for its annual impairment review of goodwill and when conditions exist that require the Company to calculate the fair value of long-lived assets; management has determined that this did not have a material effect on the Company's financial position or earnings. 3. RESTRUCTURING CHARGES In the fourth quarter of 2008, the Company's New York subsidiary offered a voluntary retirement incentive to approximately 800 U.S. employees who met certain age and service eligibility requirements. Approximately 600 employees accepted the early retirement incentive and retired from the Company 7 effective February 1, 2009. In addition, to further align the Company's ongoing cost structure with the anticipated retail environment for luxury goods, management approved a plan in January 2009 to involuntarily terminate additional manufacturing, selling and administrative employees, primarily in the U.S. The employment of most of these employees ended in February 2009. In total, these actions resulted in a reduction of approximately 10% of worldwide staffing. Cash expenditures related to the restructuring charges are expected to total $33,361,000. Most of this amount will be paid in 2009. The following table presents the reconciliation of the cash-related restructuring liabilities and spending against those liabilities: Restructuring (in thousands) Liability --------------------------------------------------------------------------- Liability as of February 1, 2009 $ 33,361 Payments (14,788) --------------------- Liability as of April 30, 2009 $ 18,573 ===================== 4. INVENTORIES April 30, January 31, April 30, (in thousands) 2009 2009 2008 --------------------------------------------------------------------------- Finished goods $ 1,082,029 $ 1,115,333 $ 987,383 Raw materials 413,159 416,805 374,721 Work-in-process 58,529 69,098 104,062 --------------------------------------------------------- Inventories, net $ 1,553,717 $ 1,601,236 $ 1,466,166 ========================================================= 5. INCOME TAXES During the three months ended April 30, 2009, the gross amount of unrecognized tax benefits increased $884,000 to $55,365,000. As of that date, the changes in the unrecognized tax benefits that, if recognized, would affect the effective tax rate and accrued interest and penalties, was not material. The Company is subject to taxation in the U.S. and various states 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 tax authorities in jurisdictions where its subsidiaries have a material presence, including U.S. Federal tax year 2006 and Japan (tax years 2003-2005). Tax years from 2003-present are open to examination in various state and other 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. The Company anticipates that it is reasonably possible that the total gross amount of unrecognized tax benefits will decrease by approximately $13,000,000 - $28,000,000 in the next 12 months, a portion of which would affect the effective tax rate. Future developments may result in a change in this assessment. 6. 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. 8 The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted EPS computations:
Three Months Ended April 30, ----------------------------------------- (in thousands) 2009 2008 ----------------------------------------------------------------------------------------------------- Net earnings for basic and diluted EPS $ 24,341 $ 64,390 ========================================= Weighted-average shares for basic EPS 124,001 126,458 Incremental shares based upon the assumed exercise of stock options and unvested restricted stock units 163 2,315 ----------------------------------------- 124,164 128,773 Weighted-average shares for diluted EPS =========================================
For the three months ended April 30, 2009 and 2008, there were 8,485,000 and 1,805,000 stock options and restricted stock units excluded from the computations of earnings per diluted share due to their antidilutive effect. 7. DEBT In April 2009, the Company, in a private transaction with various institutional lenders, issued, at par, $50,000,000 10% Series A Senior Notes due April 2018. The proceeds are available for general corporate purposes. The agreement requires lump sum repayments upon maturity and includes specific financial covenants and ratios and limits certain payments, investments and indebtedness, in addition to other requirements customary to such borrowings. The note purchase agreement contains provisions for an uncommitted shelf facility by which the Company may issue, over the next three years, up to an additional $100,000,000 of Senior Notes for up to a 12-year term at a fixed interest rate based on the Treasury rates available at the time of borrowing plus an applicable credit spread. In February 2009, the Company, in a private transaction, issued, at par, $125,000,000 of its 10% Series A-2009 Senior Notes due February 2017 and $125,000,000 of its 10% Series B-2009 Senior Notes due February 2019. The proceeds are available to refinance existing indebtedness and for general corporate purposes. The agreement requires lump sum repayments upon maturity and includes specific financial covenants and ratios and limits certain payments, investments and indebtedness, in addition to other requirements customary to such borrowings. 8. HEDGING INSTRUMENTS Background Information The Company uses a limited number of derivative financial instruments, including put option contracts, net-zero-cost collar arrangements (combination of call and put option contracts) and foreign exchange forward contracts to mitigate its exposures to foreign currency and precious metal price 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 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, the derivative instrument is designated as one of the following on the date the derivative is entered into in accordance with SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"): o 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. o 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 9 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 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 specifically 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 would be recognized in current earnings. 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 Put Option Contracts - The Company's Japanese subsidiary satisfies nearly all of its inventory requirements by purchasing merchandise, payable in U.S. dollars, from the Company's principal subsidiary. To minimize the potentially negative effect of a significant strengthening of the U.S. dollar against the Japanese yen, the Company purchases put option contracts as hedges of forecasted purchases of merchandise over a maximum term of 12 months. If the market yen exchange rate at the time of the put option contract's expiration is stronger than the contracted exchange rate, the Company allows the option to expire, limiting its loss to the cost of the put option contract. The Company accounts for its put option contracts as cash flow hedges. The Company assesses hedge effectiveness based on the total changes in the options' cash flows. As of April 30, 2009, the notional amount of put option contracts outstanding was approximately $130,000,000. Precious Metal Collars - The Company hedges a portion of its forecasted purchases of precious metals for use in its internal manufacturing operations in order to minimize the effect of changes in platinum and silver prices. The Company uses a combination of call and put option contracts in net-zero-cost collar arrangements. 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 would expire at no cost to the Company. The Company accounts for its precious metal collars as cash flow hedges. The Company assesses hedge effectiveness based on the total changes in the precious metal collars' 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 April 30, 2009, there were 4,400 and 256,000 ounces of platinum and silver precious metal collar contracts outstanding. Foreign Exchange Forward Contracts - The Company uses foreign exchange forward contracts to offset the foreign currency exchange risks associated with foreign currency-denominated liabilities and intercompany transactions between entities with differing functional currencies. These foreign exchange forward contracts are designated and accounted for as either cash flow hedges or economic hedges that are not designated as hedging instruments. Gains or losses on foreign exchange forward contracts substantially offset losses or gains on the liabilities and transactions being hedged. As of April 30, 2009, the notional amount of foreign exchange forward contracts accounted for as cash flow hedges was approximately $15,000,000 and the notional amount of foreign exchange forward contracts accounted for as undesignated hedges was approximately $10,000,000. The term of all outstanding foreign exchange forward contracts as of April 30, 2009 ranged from one to 12 months. 10 Information on the location and amounts of derivative gains and losses in the Condensed Consolidated Statements of Earnings for the three months ended April 30, 2009 is as follows:
Pre-Tax Gain Pre-tax Gain or (Loss) Recognized in OCI Recognized in (in thousands) (Effective Portion) Earnings ---------------------------------------------------------------------------------------------------------- Derivatives in SFAS No. 133 Cash Flow Hedging Relationships: Put option contracts a $ 657 $ (988) Precious metal collars a 1,830 161 Foreign exchange forward contracts b 115 (352)c Derivatives Not Designated as Hedging Instruments Under SFAS No. 133: Foreign exchange forward contracts b -- 21 c -------------------------------------------------- Total gain $ 2,602 $ (1,158) ==================================================
a The gain or loss recognized in earnings is included within Cost of Sales on the Company's Condensed Consolidated Statement of Earnings. b The gain or loss recognized in earnings is included within Interest and other expenses, net on the Company's Condensed Consolidated Statement of Earnings. c Gains or losses on foreign exchange forward contracts substantially offset foreign exchange losses or gains on the liabilities and transactions being hedged. There was no material ineffectiveness related to the Company's put option contracts, precious metal collars or foreign exchange forward contracts for the period ended April 30, 2009. The Company expects that approximately $8,000,000 of net pre-tax derivative losses included in accumulated other comprehensive income at April 30, 2009 will be reclassified into earnings within the next 12 months. This amount will vary due to fluctuations in foreign currency exchange rates and precious metals prices. For information regarding the location and amount of the derivative instrument in the Condensed Consolidated Balance Sheet, refer to "Note 9 - 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 financial instrument agreements only with counterparties meeting certain credit standards (a credit rating of A/A2 or better at the time of the agreement), limiting 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. The Company has not recognized any losses due to counterparty non-performance for the three months ended April 30, 2009. 9. FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes 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. 11 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, put option contracts, precious metal collars and foreign exchange forward contracts. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Financial assets and liabilities carried at fair value at April 30, 2009 are classified in the table below in one of the three categories described above:
Estimated Fair Value ------------------------------------------------- Carrying Total Fair (in thousands) Value Level 1 Level 2 Level 3 Value ------------------------------------------------------------------------------------------------------------- Mutual funds a $ 21,523 $ 21,523 $ -- $ -- $ 21,523 Derivatives designated as hedging instruments under SFAS No. 133: Put option contracts b 1,853 -- 1,853 -- 1,853 Precious metal collars b 362 -- 362 -- 362 Foreign exchange forward contracts b 291 -- 291 -- 291 Derivatives not designated as hedging instruments under SFAS No. 133: Foreign exchange forward contracts b 17 -- 17 -- 17 ----------------------------------------------------------------------------------- Total assets $ 24,046 $ 21,523 $ 2,523 $ -- $ 24,046 ===================================================================================
Estimated Fair Value ------------------------------------------------- Carrying Total Fair (in thousands) Value Level 1 Level 2 Level 3 Value ------------------------------------------------------------------------------------------------------------- Derivatives designated as hedging instruments under SFAS No. 133: Put option contracts c $ 57 $ -- $ 57 $ -- $ 57 Precious metal collars c 1,951 -- 1,951 -- 1,951 Foreign exchange forward contracts c 893 -- 893 -- 893 Derivatives not designated as hedging instruments under SFAS No. 133: Foreign exchange forward contracts c 164 -- 164 -- 164 ----------------------------------------------------------------------------------- Total liabilities $ 3,065 $ -- $ 3,065 $ -- $ 3,065 ===================================================================================
a This amount is included within Other assets, net on the Company's Condensed Consolidated Balance Sheet. b This amount is included within Prepaid expenses and other current assets on the Company's Condensed Consolidated Balance Sheet. c This amount is included within Accounts payable and accrued liabilities on the Company's Condensed Consolidated Balance Sheet. 12 10. EMPLOYEE BENEFIT PLANS The Company maintains several pension and retirement plans, as well as provides certain health-care and life insurance benefits. Net periodic pension and other postretirement benefit expense included the following components:
Three Months Ended April 30, ------------------------------------------------------------------- Other Pension Benefits Postretirement Benefits ------------------------------------------------------------------- (in thousands) 2009 2008 2009 2008 ------------------------------------------------------------------------------------------------------------ Service cost $ 2,948 $ 4,570 $ 268 $ 417 Interest cost 5,681 4,397 646 478 Expected return on plan assets (3,726) (3,914) -- -- Amortization of prior service cost 268 321 (165) (198) Amortization of net loss (74) 153 (1) -- ------------------------------------------------------------------- Net expense $ 5,097 $ 5,527 $ 748 $ 697 ===================================================================
11. SEGMENT INFORMATION The Company's reportable segments are as follows: o Americas includes sales in TIFFANY & CO. stores in the United States, Canada and Latin/South America, as well as sales of TIFFANY & CO. products in certain of those markets through business-to-business, Internet, catalog and wholesale operations; o Asia-Pacific includes sales in TIFFANY & CO. stores in that region, as well as sales of TIFFANY & CO. products in certain markets through business-to-business, Internet and wholesale operations; o Europe includes sales in TIFFANY & CO. stores in that region, as well as sales of TIFFANY & CO. products in certain markets through business-to-business, Internet and wholesale operations; and o Other consists of all non-reportable segments. Other consists primarily of wholesale sales of diamonds obtained through bulk purchases that were subsequently deemed not suitable for the Company's needs. In addition, Other includes worldwide sales made by businesses operated under trademarks or trade names other than TIFFANY & CO., such as IRIDESSE, as well as earnings received from third-party licensing agreements. Certain information relating to the Company's segments is set forth below:
Three Months Ended April 30, ------------------------------------------------------- (in thousands) 2009 2008 ----------------------------------------------------------------------------------------------------------- Net sales: Americas $ 258,994 $ 373,565 Asia-Pacific 201,427 222,037 Europe 55,590 60,125 ------------------------------------------------------- Total reportable segments 516,011 655,727 Other 7,048 12,422 ------------------------------------------------------- $ 523,059 $ 668,149 =======================================================
13
Three Months Ended April 30, ------------------------------------------------------- (in thousands) 2009 2008 ----------------------------------------------------------------------------------------------------------- Earnings (losses) from operations*: Americas $ 29,469 $ 68,291 Asia-Pacific 47,943 56,365 Europe 7,820 11,574 --------------------------- --------------------------- Total reportable segments 85,232 136,230 Other (6,305) (4,025) --------------------------- --------------------------- $ 78,927 $ 132,205 =========================== ===========================
*Represents earnings (losses) from operations before unallocated corporate expenses and other expenses, net. The following table sets forth a reconciliation of the segments' earnings from operations to the Company's consolidated earnings from operations before income taxes:
Three Months Ended April 30, ------------------------------------------------------- (in thousands) 2009 2008 ----------------------------------------------------------------------------------------------------------- Earnings from operations for segments $ 78,927 $ 132,205 Unallocated corporate expenses (24,487) (28,896) Other expenses, net (12,444) (1,508) ------------------------------------------------------- Earnings from operations before income taxes $ 41,996 $ 101,801 =======================================================
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 information technology, finance, legal and human resources. 12. SUBSEQUENT EVENT On May 21, 2009, the Company's Board of Directors declared a quarterly dividend on its Common Stock of $0.17 per share. This dividend will be paid on July 10, 2009 to stockholders of record on June 22, 2009. 14 PART I. Financial Information Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW - -------- Tiffany & Co. (the "Company") is a holding company that operates through its subsidiary companies. The Company's principal subsidiary, Tiffany and Company, is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry. The Company also sells timepieces, sterling silverware, china, crystal, stationery, fragrances and accessories. Through Tiffany and Company and other subsidiaries, the Company is engaged in product design, manufacturing and retailing activities. The Company's reportable segments are as follows: o Americas includes sales in TIFFANY & CO. stores in the United States, Canada and Latin/South America, as well as sales of TIFFANY & CO. products in certain of those markets through business-to-business, Internet, catalog and wholesale operations; o Asia-Pacific includes sales in TIFFANY & CO. stores in that region, as well as sales of TIFFANY & CO. products in certain markets through business-to-business, Internet and wholesale operations; o Europe includes sales in TIFFANY & CO. stores in that region, as well as sales of TIFFANY & CO. products in certain markets through business-to-business, Internet and wholesale operations; and o Other consists of all non-reportable segments. Other consists primarily of wholesale sales of diamonds obtained through bulk purchases that were subsequently deemed not suitable for the Company's needs. In addition, Other includes worldwide sales made by businesses operated under trademarks or trade names other than TIFFANY & CO., such as IRIDESSE, as well as earnings received from third-party licensing agreements. All references to years relate to fiscal years ended or ending on January 31 of the following calendar year. HIGHLIGHTS - ---------- o Worldwide net sales decreased 22% in the three months ("first quarter") ended April 30, 2009. The lack of consumer confidence and disposable income brought about by the global economic downturn continues to affect sales in most markets. This was also the case in the second half of 2008. o Worldwide comparable store sales decreased 21% in the first quarter on a constant-exchange-rate basis (see "Non-GAAP Measures" below). o The Company opened three (net) TIFFANY & CO. retail locations in the first quarter. o Net earnings decreased 62% to $24,341,000 in the first quarter. Net earnings per diluted share decreased 61% in the first quarter. o The Company secured additional long-term financing in order to refinance certain maturing debt and to provide for the Company's long-term working capital needs. NON-GAAP MEASURES - ----------------- The Company's reported sales reflect either a translation-related benefit from strengthening foreign currencies or a detriment from a strengthening U.S. dollar. The Company reports information in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Internally, management monitors its sales performance on a non-GAAP basis that eliminates the positive or negative effects that result from translating international sales into U.S. dollars ("constant-exchange-rate basis"). 15 Management believes this constant-exchange-rate basis provides a more representative assessment of the sales performance and provides better comparability between reporting periods. The Company's management does not, nor does it suggest that investors should, consider such 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. The following table reconciles sales percentage increases (decreases) from the GAAP to the non-GAAP basis versus the previous year:
First Quarter 2009 vs. 2008 ------------------------------------------------------------------------------- Constant-Exchange- GAAP Reported Translation Effect Rate Basis ------------------------------------------------------------------------------- Net Sales: - ---------- Worldwide (22)% (4)% (18)% Americas (31)% (1)% (30)% U.S. (31)% -- (31)% Asia-Pacific (9)% (2)% (7)% Japan (7)% 6 % (13)% Other Asia-Pacific (11)% (15)% 4 % Europe (8)% (26)% 18 % Comparable Store Sales: - ----------------------- Worldwide (24)% (3)% (21)% Americas (34)% (2)% (32)% U.S. (34)% -- (34)% Asia-Pacific (10)% (1)% (9)% Japan (6)% 7 % (13)% Other Asia-Pacific (16)% (11)% (5)% Europe (19)% (22)% 3 %
RESULTS OF OPERATIONS - --------------------- Certain operating data as a percentage of net sales were as follows:
First Quarter ----------------------------------------- 2009 2008 ----------------------------------------- Net sales 100.0% 100.0% Cost of sales 44.4 42.9 ----------------------------------------- Gross profit 55.6 57.1 Selling, general and administrative expenses 45.2 41.6 ----------------------------------------- Earnings from operations 10.4 15.5 Interest and other expenses, net 2.4 0.3 ----------------------------------------- Earnings from operations before income taxes 8.0 15.2 Provision for income taxes 3.3 5.6 ----------------------------------------- Net earnings 4.7% 9.6% =========================================
16 Net Sales - --------- Net sales were as follows:
First Quarter --------------------------------------------------------------------------------- (in thousands) 2009 2008 Decrease - -------------------------------------------------------------------------------------------------------------------- Americas $ 258,994 $ 373,565 (31)% Asia-Pacific 201,427 222,037 (9)% Europe 55,590 60,125 (8)% Other 7,048 12,422 (43)% -------------------------------------------------------------------------------- $ 523,059 $ 668,149 (22)% ================================================================================
Comparable Store Sales. Reference will be made to comparable store sales below. Comparable store sales include only sales transacted in company-operated stores and boutiques. 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 (included in the Asia-Pacific segment), sales for a new store or boutique are not included if the store or boutique 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. Americas. Total sales in the Americas decreased $114,571,000, or 31%, in the first quarter primarily due to a decline in the number of units sold. Comparable U.S. store sales declined 34%, or $103,444,000, in the first quarter, while non-comparable U.S. store sales grew $4,262,000 in the first quarter. The U.S. comparable store sales decline consisted of a 42% decrease in New York Flagship store sales and a 32% decline in comparable branch store sales. Combined Internet and catalog sales in the U.S. declined 17%, or $5,766,000. Asia-Pacific. Total sales in Asia-Pacific decreased $20,610,000, or 9%, in the first quarter primarily due to a decline in the number of units sold. Comparable store sales declined 10%, or $21,072,000, in the first quarter. On a constant-exchange-rate basis, Asia-Pacific sales decreased 7% and comparable store sales decreased 9% (consisting of a 13% decline in Japan comparable store sales and a 5% decrease in comparable store sales in countries other than Japan). Europe. Total sales in Europe decreased $4,535,000, or 8%, in the first quarter primarily due to foreign currency translation, as on a constant-exchange-rate basis, sales increased 18% due to incremental sales from new stores opened during the past 12 months. The overall sales decline consisted of a comparable store sales decline of 19%, or $9,161,000 and a decline of $3,658,000 in e-commerce and other sales, while non-comparable store sales were $8,284,000. On a constant-exchange-rate basis, comparable store sales rose 3%, reflecting growth in the United Kingdom and certain other countries. Other. Other sales decreased $5,374,000, or 43%, in the first quarter primarily due to lower wholesale sales of diamonds that were deemed not suitable for the Company's needs. This was partly offset by increased sales in IRIDESSE stores. IRIDESSE locations will be closed as agreements are reached with landlords and inventory is sold. Recent liquidation sales at these stores led to the sales increase. Wholesale diamond sales decreased 89% to $1,005,000 in the first quarter. Store Data. Management expects to open 13 Company-operated TIFFANY & CO. stores and boutiques in 2009, increasing the store base by 6%. 17 Management's announced openings and closings of TIFFANY & CO. stores are:
Actual Openings Expected Openings Location (Closings) 2009 (Closings) 2009 - -------------------------------------------------------------------------------------------------------------------- Americas: Toronto - Yorkdale Shopping Centre, Canada First Quarter Guadalajara, Mexico First Quarter Roseville, California Third Quarter Seattle - University Village, Washington Third Quarter Las Vegas, Nevada Fourth Quarter Asia-Pacific: Busan - Shinsegae Centum, Korea First Quarter Hangzhou, China First Quarter Ikebukuro - Mitsukoshi, Japan (First Quarter) Kagoshima - Mitsukoshi, Japan (Second Quarter) Kagoshima - Yamakataya, Japan Second Quarter Canton Road, Hong Kong Second Quarter Ikebukuro - Seibu, Japan Third Quarter Seoul - Shinsegae Youngdeungpo, Korea Third Quarter Melbourne - Chadstone Mall, Australia Fourth Quarter Europe: Amsterdam, Netherlands Fourth Quarter
Gross Margin - ------------ Gross margin (gross profit as a percentage of net sales) decreased in the first quarter by 1.5 percentage points primarily due to (i) 2.3 percentage points related to higher product costs, partly offset by (ii) a 0.8 percentage point improvement due to a decrease in low margin wholesale sales of diamonds. The Company adjusts its retail prices from time to time to address specific market conditions, product cost increases and longer-term changes in foreign currencies/U.S. dollar relationships. Among the market conditions that the Company addresses is consumer demand for the product category involved. Consumer demand is influenced by consumer confidence and competitive pricing conditions. The Company uses a limited number of derivative instruments to mitigate foreign exchange and precious metal price exposures (see "Item 1. Notes to Condensed Consolidated Financial Statements - Note 8. Hedging Instruments"). Selling, General and Administrative ("SG&A") Expenses - ----------------------------------------------------- SG&A expenses decreased $41,358,000, or 15%, in the first quarter, primarily due to (i) decreased labor and benefit costs of $17,529,000 as a result of the staffing reduction initiatives announced during the fourth quarter of 2008 (see "Item 1. Notes to Condensed Consolidated Financial Statements - Note 3. Restructuring Charges"); (ii) decreased marketing expenses of $16,308,000; and (iii) a decline in variable expenses due to lower sales, all of which more than offset incremental costs of new stores opened in the past 12 months. Changes in foreign currency exchange rates had the effect of decreasing overall SG&A expenses in the first quarter by 3% compared to the prior year. SG&A expenses as a percentage of net sales increased by 3.6 percentage points in the first quarter due to the decline in sales. 18 Earnings from Operations - ------------------------
First Quarter % of Net First Quarter % of Net (in thousands) 2009 Sales* 2008 Sales* - -------------------------------------------------------------------------------------------------------------------- Earnings (losses) from operations: Americas $ 29,469 11.4% $ 68,291 18.3% Asia-Pacific 47,943 23.8% 56,365 25.4% Europe 7,820 14.1% 11,574 19.2% Other (6,305) (89.5%) (4,025) (32.4%) ---------------------------------------------------------------------------- 78,927 132,205 Unallocated corporate expenses (24,487) 4.7% (28,896) 4.3% ---------------------------------------------------------------------------- Earnings from operations $ 54,440 10.4% $ 103,309 15.5% ============================================================================
* Percentages represent earnings (losses) from operations as a percentage of each segment's net sales. Earnings from operations decreased 47% in the first quarter. On a segment basis, the ratio of earnings (losses) from operations (before the effect of unallocated corporate expenses and other expenses, net) to each segment's net sales in the first quarter of 2009 and 2008 was as follows: o Americas - the ratio decreased 6.9 percentage points primarily resulting from a decrease in gross margin (due to higher product costs) and a decline in sales which more than offset cost savings from the initiatives implemented at the end of 2008; o Asia-Pacific - the ratio decreased 1.6 percentage points primarily due to a decrease in gross margin (due to higher product costs), partly offset by reduced operating expenses attributed to the cost savings initiatives; o Europe - the ratio decreased 5.1 percentage points primarily due to a decrease in gross margin (due to higher product costs) and increased operating expenses (associated with new stores opened over the past 12 months); and o Other - the increased operating loss is attributable to costs associated with closing the IRIDESSE locations. Unallocated corporate expenses includes costs related to administrative support functions which the Company does not allocate to its segments. Such unallocated costs include those for information technology, finance, legal and human resources. Interest and Other Expenses, net - -------------------------------- Interest and other expenses, net increased $10,936,000 in the first quarter primarily due to higher interest expense related to increased long-term borrowings. Provision for Income Taxes - -------------------------- The effective income tax rate for the first quarter of 2009 was 42.0% versus 36.7% in the prior year reflecting differences in the geographical mix of earnings. 2009 Outlook - ------------ Uncertainty in the global economic environment has made it more difficult to predict when consumer sentiment with respect to jewelry purchases will improve. In order to plan the Company's expenditures, management's financial performance objectives are based on the following assumptions, which may or may not prove valid, and should be read in conjunction with "Item 1A. Risk Factors" on page 25. Management's full-year 2009 plan is currently as follows: o A net sales decline of approximately 11% composed of (i) a mid-teens percentage decrease in the Americas, factoring in a high-teens percentage U.S. comparable sales decline (greater in the first half of the year); (ii) a mid single-digit percentage decrease in Asia-Pacific, which includes a high single-digit comparable sales decline on a constant-exchange-rate basis; (iii) a high single-digit percentage decrease in Europe, with 19 comparable sales equal to last year on a constant-exchange-rate basis; and (iv) a 20% decrease in Other sales. o The Company's worldwide expansion strategy is to continue to open Company-operated TIFFANY & CO. stores and boutiques. The Company has moderated the rate of anticipated store openings in 2009 to five in the Americas, seven in Asia-Pacific and one in Europe. o A three-percentage-point decline in operating margin compared against the prior year (when excluding the non-recurring items in 2008 as discussed in the notes to "Item 6. Selected Financial Data" in the Company's Annual Report on Form 10-K) based upon an expected decline in gross margin and an increase in the ratio of SG&A expenses to net sales. o This plan includes (i) savings of $60,000,000 resulting from the staff reduction initiatives taken at the end of 2008; (ii) reduced marketing spending; and (iii) variable and other fixed cost savings. o Interest and other expenses, net of approximately $50,000,000, which represents an increase from the prior year due to higher interest expense as a result of recent long-term debt issuances. o An effective tax rate of 37%. o Net earnings per diluted share of $1.50 - $1.60. o Net inventories declining by a single-digit percentage. o Capital expenditures of $100,000,000. New Accounting Standards - ------------------------ See "Item 1. Financial Statements - Note 2. New Accounting Standards" to condensed consolidated financial statements. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The global credit and equity markets have undergone significant disruption, making it difficult for many businesses to obtain financing on favorable terms. The Company has taken steps to address these challenges. First, as noted in the 2009 Outlook section above, management has reduced costs to better align the Company's expenses with the expected sales decline. Secondly, the Company secured $400,000,000 of long-term debt, which consists of $100,000,000 issued in December 2008, $250,000,000 issued in February 2009 and $50,000,000 issued in April 2009 (see "Recent Borrowings" below) to: (i) refinance debt obligations that have come due or are expected to mature over the next year; (ii) use the funds for general corporate purposes; and (iii) provide for financial flexibility in the event that disruptions in the economy or credit markets continue or worsen. The Company is party to a multibank, multicurrency, committed $450,000,000 unsecured revolving credit facility ("Credit Facility"), and has the option to increase the committed amount to $500,000,000, subject to bank approval. The Credit Facility is intended for working capital and other corporate purposes. There was $68,753,000 outstanding and $381,247,000 available to be borrowed under the Credit Facility at April 30, 2009. The Credit Facility expires in July 2010 and the Company intends to renew the facility. Management believes that the proceeds from the debt financing that the Company recently issued, other cash on hand, internally-generated cash flows and the funds available under its revolving Credit Facility are sufficient to support the Company's planned worldwide business expansion, debt service, capital expenditures, working capital needs and dividends for the foreseeable future. Based on the Company's business plan for 2009, management expects the Company to generate free cash flow (cash flow from operating activities minus capital expenditures) in excess of $400,000,000. 20 The following table summarizes cash flows from operating, investing and financing activities:
First Quarter --------------------------------------------------- (in thousands) 2009 2008 - --------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in): Operating activities $ 41,146 $ (154,565) Investing activities (15,949) (27,255) Financing activities 115,070 91,674 Effect of exchange rates on cash and cash equivalents 3,017 3,117 --------------------------------------------------- Net increase (decrease) in cash and cash equivalents $ 143,284 $ (87,029) ===================================================
Operating Activities - -------------------- The Company's net cash inflow from operating activities of $41,146,000 in the first quarter of 2009 compared with an outflow of $154,565,000 in the same period in 2008. The cash outflow in the first quarter of 2008 was primarily due to increased tax payments and inventory purchases. Working Capital. Working capital (current assets less current liabilities) and the corresponding current ratio (current assets divided by current liabilities) were $1,758,751,000 and 5.8 at April 30, 2009, compared with $1,446,812,000 and 3.4 at January 31, 2009 and $1,373,639,000 and 3.5 at April 30, 2008. Accounts receivable, less allowances at April 30, 2009 were 18% lower than at January 31, 2009 and were 30% lower than at April 30, 2008 primarily due to a decline in sales. Changes in foreign currency exchange rates had an insignificant effect on the change in accounts receivable balances compared to January 31, 2009 and April 30, 2008. Inventories, net at April 30, 2009 were 6% above balances at April 30, 2008 due to new store openings and weak sales trends and were 3% below balances at January 31, 2009 due to steps management has taken to reduce internal manufacturing and purchases from vendors. Changes in foreign currency exchange rates had an insignificant effect on the change in inventories, net compared to January 31, 2009 and decreased inventories, net by 3% compared to April 30, 2008. Investing Activities - -------------------- The Company's net cash outflow from investing activities of $15,949,000 in the first quarter of 2009 compared with an outflow of $27,255,000 in the first quarter of 2008. The decreased outflow in the current year is primarily due to lower capital expenditures as a result of the moderated rate of store openings in the current year. Capital Expenditures. Capital expenditures were $14,685,000 in the first quarter of 2009 compared with $26,208,000 in the first quarter of 2008. In both years, expenditures were primarily related to the opening, renovation and expansion of stores and distribution facilities and ongoing investments in new systems. Financing Activities - -------------------- The Company's net cash inflow from financing activities of $115,070,000 in the first quarter of 2009 compared with an inflow of $91,674,000 in the first quarter of 2008. The increased cash inflow in 2009 was primarily due to proceeds received from the issuance of long-term debt, partly offset by repayments of the Credit Facility and other short-term borrowings. Share Repurchases. At April 30, 2009, there remained $402,427,000 of authorization for future repurchases. The Company's stock repurchase program expires in January 2011. 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 flow and capital requirements. The Company suspended share repurchases during the third quarter of 2008 in order to conserve cash, and such suspension continued at the time of this filing. During the first quarter of 2008, the Company repurchased $54,837,000 of shares outstanding. Recent Borrowings. In April 2009, the Company, in a private transaction with various institutional lenders, issued, at par, $50,000,000 10% Series A Senior Notes due April 2018. The proceeds are available for general corporate purposes. The agreement requires lump sum repayments upon maturity and includes specific financial covenants and 21 ratios and limits certain payments, investments and indebtedness, in addition to other requirements customary to such borrowings. In March 2009, the Company repaid $93,000,000 of its other short-term borrowings. In February 2009, the Company, in a private transaction, issued, at par, $125,000,000 of its 10% Series A-2009 Senior Notes due February 2017 and $125,000,000 of its 10% Series B-2009 Senior Notes due February 2019. The proceeds are available to refinance existing indebtedness and for general corporate purposes. The agreement requires lump sum repayments upon maturity and includes specific financial covenants and ratios and limits certain payments, investments and indebtedness, in addition to other requirements customary to such borrowings. The ratio of total debt (short-term borrowings, current portion of long-term debt and long-term debt) to stockholders' equity was 51% at April 30, 2009, 45% at January 31, 2009, and 35% at April 30, 2008. The increase in the ratio as of April 30, 2009 and January 31, 2009 largely reflects increased borrowings. At April 30, 2009, the Company was in compliance with all debt covenants. Contractual Obligations - ----------------------- The Company's contractual cash obligations and commercial commitments at April 30, 2009 and the effects such obligations and commitments are expected to have on the Company's liquidity and cash flows in future periods have not changed significantly since January 31, 2009. Also see Recent Borrowings above. 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 approximately one-half of annual net earnings. Management expects such seasonality to continue. Forward-Looking Statements - -------------------------- This quarterly report on Form 10-Q 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 Company'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 plan and involve inherent risks, uncertainties and assumptions that could cause actual outcomes to differ materially from the current plan. The Company has included important factors in the cautionary statements included in its 2008 Annual Report on Form 10-K and in this quarterly report, particularly under "Item 1A. Risk Factors," that the Company believes could cause actual results to differ materially from any forward-looking statement. Although the Company 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 quarterly report was first filed with the Securities and Exchange Commission. The Company 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. 22 PART I. Financial Information Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to market risk from fluctuations in foreign currency exchange rates and precious metal prices, 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's Japanese subsidiary satisfies nearly all of its inventory requirements by purchasing merchandise, payable in U.S. dollars, from the Company's principal subsidiary. To minimize the potentially negative effect of a significant strengthening of the U.S. dollar against the Japanese yen, the Company purchases put option contracts as hedges of forecasted purchases of merchandise over a maximum term of 12 months. The fair value of put option contracts is sensitive to changes in yen exchange rates. If the market yen exchange rate at the time of the put option contract's expiration is stronger than the contracted exchange rate, the Company allows the option to expire, limiting its loss to the cost of the put option contract. The Company also uses foreign exchange forward contracts to offset the foreign currency exchange risks associated with foreign currency-denominated liabilities and intercompany transactions between entities with differing functional currencies. Gains or losses on these foreign exchange forward contracts substantially offset losses or gains on the liabilities and transactions being hedged. The term of all outstanding foreign exchange forward contracts as of April 30, 2009 ranged from one to 12 months. Precious Metal Price Risk The Company hedges a portion of its forecasted purchases of precious metals for use in its internal manufacturing operations in order to minimize the effect of changes in platinum and silver prices. The Company uses a combination of call and put option contracts in net-zero-cost collar arrangements ("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 would expire 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. 23 PART I. Financial Information Item 4. 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, 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. 24 PART II. Other Information 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) Risk: that challenging global economic conditions and related low levels of consumer confidence continue or worsen over a prolonged period of time and 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. Many of the Registrant's competitors may continue to react to falling consumer confidence by reducing their retail prices; such reductions and/or inventory liquidations can have a short-term adverse effect on the Registrant's sales. In addition, some observers believe that the short-term attractiveness of "luxury" goods may have waned in certain markets, thus reducing demand. This could adversely affect the Registrant's sales and margins. 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) Risk: that sales will 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 approximately one-half of annual net earnings. Poor sales results during the Registrant's fourth quarter will have a material adverse effect on the Registrant's sales and profits. (iii) Risk: that regional instability and conflict will disrupt tourist travel. Unsettled regional and global conflicts or crises which result in military, terrorist or other conditions creating disruptions or disincentives to, or changes in the pattern, practice or frequency of tourist travel to the various regions where the Registrant operates retail stores could adversely affect the Registrant's sales and profits. (iv) Risk: that foreign currencies will weaken against the U.S. dollar and require the Registrant to raise prices or shrink profit margins in locations outside of the U.S. The Registrant operates retail stores and boutiques in various countries outside of the U.S. and, as a result, is exposed to market risk from fluctuations in foreign currency exchange rates. The Registrant's sales in those countries represented 46% of its net sales, of which Japan represented 19% of net sales, in Fiscal 2008. 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 will result in reduced sales or profit margins. (v) Risk: that the Registrant will be unable to continue to offer merchandise designed by Elsa Peretti or Paloma Picasso. 25 The Registrant's long-standing right to sell the jewelry designs of Elsa Peretti and Paloma Picasso and use their trademarks is responsible for a substantial portion of the Registrant's revenues. Merchandise designed by Ms. Peretti and by Ms. Picasso accounted for 11% and 3% of Fiscal 2008 net sales. Tiffany has exclusive license arrangements with Ms. Peretti and Ms. Picasso; these arrangements are subject to royalty payments as well as other requirements. Each license may be terminated by Tiffany or the designer on six months notice, even in the case where no default has occurred. Also, no agreements have been made for the continued sale of the designs or use of the trademarks ELSA PERETTI or PALOMA PICASSO following the death of either designer. Loss of either license would materially adversely affect the Registrant's business through lost sales and profits. (vi) Risk: that changes in prices of diamonds and precious metals or reduced supply availability might 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. A significant change in the prices 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 in the price of raw materials and/or high-quality rough and polished diamonds within the quality grades, colors and sizes that customers demand could lead to decreased customer demand and lost sales and/or reduced gross profit margins. Conversely, a decrease in the prices of raw materials could have a disruptive effect, negatively or positively, on sales demand and short-term margins. Acquiring diamonds for the engagement business has, at times, been difficult because of supply limitations; 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 substantial increase or decrease in the supply of raw materials and/or high-quality rough and polished diamonds within the quality grades, colors and sizes that customers demand could lead to decreased customer demand and lost sales and/or reduced 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. (vii) Risk: that the value of the TIFFANY & CO. trademark will 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. (viii) Risk: that the Registrant will 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 located in department stores. TIFFANY & CO. boutiques located in department stores in Japan represented 79% of net sales in Japan and 15% of consolidated net sales in Fiscal 2008. 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. boutique, 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 26 department store operators, have been and will continue to be substantial factors in the Registrant's continued success in Japan. (ix) Risk: that 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. (x) Risk: that the current volatile global economy may have a material adverse effect on the Company's liquidity and capital resources. U.S. and global credit and equity markets have recently undergone significant disruption, making it difficult for many businesses, including the Registrant, to obtain financing on acceptable terms. A prolonged downturn in the economy, extending further than those included in management's projections, could have an 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, increased disruption in the markets could lead to the failure of financial institutions. If any of the banks participating in the Registrant's revolving credit facility were to declare bankruptcy, the Registrant would no longer have access to those committed funds. Further deterioration in the stock market could continue to negatively impact the valuation of pension plan assets and result in increased minimum funding requirements. 27 PART II. Other Information Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table contains the Company's stock repurchases of equity securities in the first quarter of Fiscal 2009: Issuer Purchases of Equity Securities
(d) Maximum Number (c) Total Number of (or Approximate Dollar Shares (or Units) Value) of Shares, (or (a) Total Number of (b) Average Purchased as Part of Units) that May Yet Be Shares (or Units) Price Paid per Publicly Announced Purchased Under the Period Purchased Share (or Unit) Plans or Programs Plans or Programs - ------------------------------------------------------------------------------------------------------------------------ February 1, 2009 to -- -- -- $402,427,000 February 28, 2009 March 1, 2009 to March 31, 2009 -- -- -- $402,427,000 April 1, 2009 to April 30, 2009 -- -- -- $402,427,000 TOTAL -- -- -- $402,427,000 - -----------------------------------------------------------------------------------------------------------------------
In March 2005, the Company's Board of Directors approved a stock repurchase program ("2005 Program") that authorized the repurchase of up to $400,000,000 of the Company's Common Stock through March 2007 by means of open market or private transactions. In August 2006, the Company's Board of Directors extended the expiration date of the Company's 2005 Program to December 2009, and authorized the repurchase of up to an additional $700,000,000 of the Company's Common Stock. In January 2008, the Company's Board of Directors extended the expiration date of the program to January 2011 and authorized the repurchase of up to an additional $500,000,000 of the Company's Common Stock. During the third quarter of 2008, the Company announced that its Board of Directors had suspended share repurchases, and no repurchases were made during the fourth quarter of 2008 or in the first quarter of 2009 in order to preserve cash. Such suspension continued as of the date this quarterly report on Form 10-Q was first filed with the Securities and Exchange Commission. At April 30, 2009, there remained $402,427,000 of authorization for future repurchases. 28 ITEM 6 Exhibits (a) Exhibits: 10.155a Acknowledgment of First Amendment dated May 1, 2009 to the Note Purchase and Private Shelf Agreement dated as of December 23, 2008 by and between Registrant and various institutional note purchasers (see Exhibit 10.155 filed with Registrant's Report on Form 8-K dated February 13, 2009). 10.151b Amended and restated 2005 Employee Incentive Plan (last amended May 21, 2009). 10.154 Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2008 Directors Equity Compensation Plan as revised May 21, 2009. 10.155 Terms of Restricted Stock Grants under Registrant's 2008 Directors Equity Compensation Plan as adopted on May 21,2009. 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. 29 SIGNATURES ---------- Pursuant to the requirements 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. TIFFANY & CO. (Registrant) Date: May 28, 2009 By: /s/ James N. Fernandez ---------------------------- James N. Fernandez Executive Vice President and Chief Financial Officer (principal financial officer) Exhibit Index 10.155a Acknowledgment of First Amendment dated May 1, 2009 to the Note Purchase and Private Shelf Agreement dated as of December 23, 2008 by and between Registrant and various institutional note purchasers (see Exhibit 10.155 filed with Registrant's Report on Form 8-K dated February 13, 2009). 10.151b Amended and restated 2005 Employee Incentive Plan (last amended May 21, 2009). 10.154 Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2008 Directors Equity Compensation Plan as revised May 21, 2009. 10.155 Terms of Restricted Stock Grants under Registrant's 2008 Directors Equity Compensation Plan as adopted on May 21,2009. 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.
                                                                 Exhibit 10.155a

                                                               EXECUTION VERSION

 ACKNOWLEDGMENT OF FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
 ------------------------------------------------------------------------------


     This  ACKNOWLEDGMENT  OF FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF
AGREEMENT  (this  "Acknowledgment")  is dated as of May 1,  2009,  by and  among
TIFFANY & CO., a Delaware corporation (the "Company") and each of the holders of
Notes (as  defined  below) on the  signature  pages  hereto  (collectively,  the
"Noteholders").  Capitalized  terms used herein which are not otherwise  defined
herein shall have the meanings  assigned to such terms in the Note Agreement (as
defined below).

                                    RECITALS
                                    --------

     WHEREAS,  the Company and the  Noteholders are parties to that certain Note
Purchase  and Private  Shelf  Agreement,  dated as of  December  23, 2008 (as in
effect  prior to  March  18,  2009  herein  referred  to as the  "Existing  Note
Agreement" and as from time to time amended, restated, supplemented or otherwise
modified,  the "Note  Agreement"),  pursuant to which the Company authorized the
issuance of its (i) 9.05%  Series A Senior  Notes due  December  23, 2015 in the
aggregate  principal amount of One Hundred Million Dollars  ($100,000,000)  (the
"Series A Notes") and (ii) additional  senior  promissory notes in the aggregate
principal amount of Fifty Million Dollars  ($50,000,000)  (the "Shelf Notes" and
together  with the  Series  A  Notes,  collectively,  and as may be  amended  or
restated from time to time, the "Notes").

     WHEREAS,  the Company and the Noteholders desire to acknowledge and confirm
an amendment to the Existing Note Agreement, as set forth herein.

     NOW THEREFORE,  in  consideration  of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:

SECTION 1. Amendments To Existing Note Agreement. The parties hereto acknowledge
and confirm that the Existing Note Agreement, pursuant to the second sentence of
Section 10.7(a) thereof,  was deemed to have been amended on March 18, 2009 (the
"Amendment") as a result of the Credit Agreement  Modification  dated as of such
date, as follows:

     (a)  Schedule B of the  Existing  Note  Agreement  was amended to amend and
restate in its entirety the definition of "Fixed Charge  Coverage Ratio" to read
as follows:


          "Fixed Charge  Coverage  Ratio"  means,  at any time in respect to any
     Debt with  respect  to which the  Company  or any  Subsidiary  is  becoming
     liable, the ratio of (a) (i) EBIT in respect of the period comprised of the
     four consecutive  fiscal quarters ended  immediately  prior to such time in
     respect of which  financial  statements  have been  delivered  pursuant  to
     Sections  7.1(a) or 7.1(b)  plus (ii) Rent  Expense for such  period,  plus
     (iii),  if such period  includes the fiscal quarter ended January 31, 2009,
     the 2008  Restructuring  Charges  (provided that this clause (iii) shall be
     applicable solely for determining  compliance with Section 10.3(a)(iii) and
     shall not be applicable for any other purpose), to (b) (i) Rent Expense for
     such period plus (ii) Interest  Expense for such period  (assuming that the
     entire  principal amount of such Debt was incurred on the first day of such
     period and  remained  outstanding  at all times during such period and such
     Debt  accrued  interest at the rate as would have been accrued on such Debt
     during such period).



     (b)  Schedule  B of the Note  Purchase  Agreement  was  amended  to add the
following new term in alphabetical order:

          "2008  Restructuring  Charges" means the following charges recorded by
     the Company for the fiscal  quarter ended January 31, 2009 in its financial
     statements delivered pursuant to Sections 7.1(a) or 7.1(b):

          (a) Staff restructuring charges of not more than $97,838,611;

          (b)  Iridesse  product  channel  closedown  charges  of not more  than
     $7,548,519;

          (c)  Yellowknife,  NWT,  Canada  closedown  charges  of not more  than
     $3,381,900; and

          (d)  Target  Resources  plc loan  impairment  charges of not more than
     $12,373,077.

     (c) The Noteholders acknowledge that they have received the agreed-upon fee
in connection with the Credit Agreement Modification and the Amendment.

SECTION 2. Reference To And Effect Upon The Note Agreement.
           -----------------------------------------------

          (a) Except as specifically  modified above, the Note Agreement and the
     other  Financing  Documents  shall  remain in full force and effect and are
     hereby ratified and confirmed.

          (b) The execution,  delivery and effectiveness of this  Acknowledgment
     shall not, and the execution,  delivery and  effectiveness of the Amendment
     did  not,  operate  as a  waiver  of any  right,  power  or  remedy  of any
     Noteholder  under  the  Note  Agreement  or  any  Financing  Document,  nor
     constitute a waiver of any provision of the Note Agreement or any Financing
     Document,  except  as  specifically  set  forth  herein  or  therein.  Each
     reference in the Note Agreement to "this Agreement", "hereunder", "hereof",
     "herein" or words of similar  import  shall mean and be a reference  to the
     Note Agreement as amended by the Amendment.

SECTION 3. Costs And Expenses.  The Company agrees to reimburse the  Noteholders
for all  reasonable  fees,  costs and expenses,  including  the fees,  costs and
expenses of their  counsel or other  advisors for advice,  assistance,  or other
representation in connection with this Acknowledgment and the Amendment.

SECTION 4. Governing Law. THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH  THE  INTERNAL  LAWS  (AS  OPPOSED  TO  CONFLICTS  OF  LAWS
PROVISIONS) OF THE STATE OF NEW YORK.




SECTION 5. Headings. Section headings in this Acknowledgment are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Acknowledgment for any other purposes.

SECTION 6.  Counterparts.  This  Acknowledgment may be executed in any number of
counterparts  and by the different  parties on separate  counterparts,  and each
such counterpart  shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same Acknowledgment.  Any party hereto
may execute and deliver a counterpart  of this  Acknowledgment  by delivering by
facsimile  or  other   electronic   transmission   a  signature   page  of  this
Acknowledgment   signed  by  such  party,   and  any  such  facsimile  or  other
electronically  transmitted signature shall be treated in all respects as having
the same effect as an original  signature.  Any party delivering by facsimile or
other  electronic  transmission  a  counterpart  executed  by it shall  promptly
thereafter also deliver a manually signed counterpart of the Acknowledgment.

SECTION 7.  Reaffirmation  of Guaranty.  Each Guarantor  hereby  consents to the
terms of this  Acknowledgment and the Amendment and agrees and acknowledges that
its  obligations  under the  Guaranty  Agreement  shall remain in full force and
effect after giving effect to this Acknowledgment and the Amendment.

                            (signature pages follow)






     IN WITNESS WHEREOF, the parties hereto have executed this Acknowledgment of
First Amendment to Note Purchase Agreement as of the date first written above.

COMPANY: -------- TIFFANY & CO. By /s/ James N. Fernandez -------------------------------- Name: James N. Fernandez Title: Executive Vice President and Chief Financial Officer NOTEHOLDERS: ------------ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Eric R. Seward _______________________________ Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Eric R. Seward _______________________________ Vice President
[Signature page to Acknowledgment of First Amendment to Note Purchase Agreement - A/72910884. 8Tiffany & Co.] The foregoing is hereby acknowledged and agreed to as of the date thereof: GUARANTORS: - ----------- TIFFANY AND COMPANY By /s/ Patrick B. Dorsey --------------------------- Name: Patrick B. Dorsey Title: Senior Vice President, General Counsel and Secretary TIFFANY & CO. INTERNATIONAL By /s/ Patrick B. Dorsey --------------------------- Name: Patrick B. Dorsey Title: Vice President and Secretary TIFFANY & CO. JAPAN INC. By /s/ Patrick B. Dorsey --------------------------- Name: Patrick B. Dorsey Title: Vice President and Secretary [Signature page to Acknowledgment of First Amendment to Note Purchase Agreement - A/72910884. 8Tiffany & Co.]
                                                                 Exhibit 10.151b
                                  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  (10th)  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


2005 EMPLOYEE INCENTIVE PLAN
Approved May 19, 2005
Amendment Approved May 18, 2006
Amendment Approved May 21, 2009                                           Page 6



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 60th 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.

     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 10.154


                                                                   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 Price.  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.   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

          b.   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:

          a.   Approved  Broker.  Means one or more  securities  brokerage firms
               designated by the Secretary of the Company from time to time.

          b.   Code. The Internal Revenue Code of 1986, as amended.

          c.   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.

          d.   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.



Tiffany & Co. 2008 Directors Equity Plan: 5/21/09
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 10.155

                                                                     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.


Tiffany & Co. 2008 Directors Equity Compensation Plan:  5/21/09
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.

Tiffany & Co. 2008 Directors Equity Compensation Plan:  5/21/09
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.


Tiffany & Co. 2008 Directors Equity Compensation Plan:  5/21/09
Restricted Stock Grant: Terms of Stock Grant Award - Rev. I               Page 4
                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Michael J. Kowalski, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Tiffany & Co.;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   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:

     a)   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 quarterly report is being prepared;

     b)   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;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     d)   disclosed  in this  quarterly  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):

     a)   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

     b)   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.

Date:  May 28, 2009
                                                 /s/ Michael J. Kowalski
                                            ____________________________________
                                            Chairman and Chief Executive Officer
                                                (principal executive officer)

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, James N. Fernandez, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Tiffany & Co.;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   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:

     a)   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 quarterly report is being prepared;

     b)   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;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     d)   disclosed  in this  quarterly  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):

     a)   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

     b)   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.

Date:  May 28, 2009
                                             /s/ James N. Fernandez
                                    ____________________________________________
                                    Executive Vice President and Chief Financial
                                        Officer (principal financial officer)


                                                                    Exhibit 32.1

                                  CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the  Sarbanes-Oxley  Act
                                    of 2002

     In connection with the Quarterly Report of Tiffany & Co. (the "Company") on
Form 10-Q for the period ended April 30, 2009, 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:   May 28, 2009



                                                 /s/ Michael J. Kowalski
                                            ____________________________________
                                            Chairman and Chief Executive Officer
                                               (principal executive officer)




                                                                    Exhibit 32.2

                                  CERTIFICATION

 Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the Sarbanes-Oxley Act
                                    of 2002

     In connection with the Quarterly Report of Tiffany & Co. (the "Company") on
Form 10-Q for the period ended April 30, 2009, as filed with the  Securities and
Exchange Commission on the date hereof (the "Report"), I, James N. Fernandez, as
Executive 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:   May 28, 2009


                                                     /s/ James N. Fernandez
                                                 _______________________________
                                                   Executive Vice President and
                                                     Chief Financial Officer
                                                  (principal financial officer)