MERGER AGREEMENT



On November 24, 2019, Tiffany & Co. (the "Registrant") entered into an Agreement
and Plan of Merger (the "Merger Agreement") by and among the Registrant, LVMH
Moët Hennessy - Louis Vuitton SE, a societas Europaea (European company)
organized under the laws of France ("Parent"), Breakfast Holdings Acquisition
Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent
("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a
direct wholly owned subsidiary of Holding ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub will be merged with and into the Registrant (the
"Merger"), with the Registrant continuing as the surviving company in the Merger
and a wholly owned indirect subsidiary of Parent.

For additional information related to the Merger Agreement, please refer to the
Registrant's Definitive Proxy Statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission (the "SEC") on January 6, 2020 and "Item 1.
Financial Statements - Note 2. Merger Agreement".

NOVEL CORONAVIRUS



An outbreak of a novel strain of the coronavirus, COVID-19, was identified in
China in December 2019 and was subsequently recognized as a pandemic by the
World Health Organization on March 11, 2020. This COVID-19 outbreak has severely
restricted the level of economic activity around the world. In response to
COVID-19, the governments of many countries, states, cities and other geographic
regions have taken preventative or protective actions, such as imposing
restrictions on travel and business operations and advising or requiring
individuals to limit or forego time outside of their homes. Temporary closures
of businesses have been ordered and numerous other businesses have temporarily
closed voluntarily. Further, individuals' ability to travel has been curtailed
through mandated travel restrictions and has been further limited through
additional voluntary or mandated closures of travel-related businesses. Such
actions, together with changes in consumers' willingness to congregate in
populated areas and lower levels of disposable income due to rising unemployment
rates, have resulted in significant business disruptions across a wide array of
industries and an overall decline of the global economy. These factors, among
others, have resulted in a significant decline in customer traffic, consumer
confidence and local tourist spending on discretionary items around the world.

As a result of the COVID-19 outbreak, a substantial number of the Company's
retail stores was closed for some portion of time in the three months ended
April 30, 2020. For example, Company retail store closures peaked at
approximately 75% to 80% of the Company's retail stores worldwide during the
month of April. As of April 30, 2020, approximately 70% of the Company's retail
stores remained closed worldwide, as all of the Company's retail stores in the
Americas remained closed, approximately 15% of the Company's retail stores in
Asia Pacific remained closed, approximately 95% of the Company's retail stores
in Japan remained closed and approximately 85% of the Company's retail stores in
Europe remained closed. During this time, the Company's sites in its e-commerce
enabled countries remained operational, and the Company's e-commerce sales in
the three months ended April 30, 2020 increased 23% worldwide, with key markets
such as the United States and the United Kingdom having increased 14% and 15%,
respectively, compared to the prior year period. In addition, sales through the
Company's Mainland China e-commerce site have grown sequentially every quarter
since the portal was launched in July 2019. This strong global online sales
performance has continued through the month of May 2020, with worldwide
e-commerce sales more than doubling those of May 2019 due to significant
increases across every region. The Company's worldwide e-commerce sales
represented approximately 15% of its total net sales during the period from
February 1 through May 31, 2020, versus the 6% that global e-commerce sales
represented in each of the last three full fiscal years.

As of May 29, 2020, approximately 80% of the Company's retail stores worldwide
were fully or partially open, including approximately 70% of the Company's
retail stores in the Americas, approximately 90% of the Company's retail stores
in Asia Pacific, approximately 90% of the Company's retail stores in Japan and
approximately 65% of the Company's retail stores in Europe, in each case in
accordance with applicable guidelines established by local governments. However,
on May 31, 2020, in connection with the widespread protests across the country
and out of concern for the wellbeing of its customers and employees, the Company
once again closed all of its retail locations in the U.S. As of June 8, 2020,
approximately 55% of the Company's stores in the U.S. were fully or partially
opened. Despite these recent store openings, the Company continues to experience
a significant decline in customer traffic and retail sales in many locations as
compared to comparable periods in the prior year, with certain exceptions. For

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example, retail sales in Mainland China, the first market impacted by COVID-19,
declined approximately 85% and 15% during February and March 2020, respectively,
but increased approximately 30% in April 2020, in each case as compared to the
corresponding period in the prior year. This sequential growth in Mainland China
has continued to accelerate, with May 2020 retail sales in that country
increasing approximately 90% over May 2019. However, despite the growth in
Mainland China, the Company's worldwide net sales in May 2020 declined
approximately 40% as compared to May 2019. While management expects that
customer traffic and worldwide net sales will significantly increase throughout
the remainder of its fiscal year ending January 31, 2021 relative to the
Company's year-to-date performance, sales declines to date are expected to have
a significant negative impact on the Company's sales, earnings and cash flows as
compared to the prior year.

In light of the impact of COVID-19, the Company has also been reviewing and
carefully managing its operating expenses and eliminating certain non-essential
spending. As part of these efforts, the Company has negotiated, and continues to
negotiate, with its landlords for rent concessions principally under leases for
retail stores. As a result of COVID-19, governments in many markets in which the
Company operates have also implemented programs to encourage companies to retain
and pay employees who are unable to work, or who are limited in the work that
they can perform due to limitations resulting from travel bans, work-from-home
policies and shelter-in-place orders, among others. These programs generally
provide credits for retaining and continuing to pay employees. To date, the
Company has continued to pay its employees, although at a reduced level after a
period of time for certain employees in closed or partially closed locations who
cannot work from home, and has not taken action to reduce its workforce in
connection with COVID-19.

In response to the COVID-19 outbreak, the Company has taken steps to further
strengthen its financial position and balance sheet, and to maintain financial
liquidity and flexibility, which included drawing down $500.0 million on its
five-year, multi-bank, multi-currency committed unsecured revolving credit
facility (the "Credit Facility") during the three months ended April 30, 2020 as
a precautionary measure in order to increase its cash position and maintain
financial flexibility in light of the uncertainty in the global markets
resulting from COVID-19. This drawdown was permitted under the Merger Agreement.

On June 8, 2020, as a precautionary measure in order to maintain flexibility
with respect to its liquidity sources and provide additional financial
maintenance covenant headroom, the Company entered into amendments to its Credit
Facility, the Guaranty in respect of its Tiffany-Shanghai Credit Facility, and
its Senior Notes due 2026 and 2042, in order to modify the financial ratio
thresholds set forth in certain covenants contained in the agreements governing
these debt issuances through and including the Company's fiscal quarter ending
April 30, 2021. These amendments are permitted under the Merger Agreement. See
"Item 1. Financial Statements - Note 8. Debt" for additional information.

The extent to which the COVID-19 outbreak impacts the Company's business
operations, financial results, and liquidity will depend on numerous factors
that the Company may not be able to accurately predict or assess due to their
dynamic and evolving nature, including the duration and scope of the COVID-19
outbreak; the negative impact the outbreak has on global and regional economies
and economic activity, including the duration and magnitude of its impact on
consumer discretionary spending and levels of consumer confidence; and how
quickly economies recover after the COVID-19 outbreak subsides. Accordingly,
management cannot predict with certainty for how long and to what extent the
COVID-19 outbreak will impact its business operations or the global economy as a
whole. The Company will continue to take steps to mitigate the potential risks
posed by the spread and related circumstances and impacts of COVID-19. The
Company's management also remains focused on addressing these recent challenges
presented by COVID-19 by preserving the Company's liquidity and managing its
cash flows with preemptive actions such as those described above.

Despite the aforementioned challenges, the Company intends to continue to
execute on its strategic plans and operational initiatives during this outbreak.
However, the uncertainties associated with the protective and preventative
measures being put in place or recommended by both governmental entities and
other businesses, among other uncertainties, will likely result in delays or
modifications to these plans and initiatives.


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OVERVIEW



The Registrant is a holding company that operates through Tiffany and Company
("Tiffany") and the Registrant's other subsidiary companies (collectively, the
"Company"). The Registrant, through its subsidiaries, designs and manufactures
products and operates TIFFANY & CO. retail stores worldwide, and also sells its
products through Internet, catalog, business-to-business and wholesale
operations. The Company's principal merchandise offering is jewelry
(representing 92% of worldwide net sales in the fiscal year ended January 31,
2020); it also sells watches, home and accessories products and fragrances.

The Company's reportable segments are as follows:

Americas includes sales in 123 Company-operated TIFFANY & CO. stores in the

United States ("U.S."), Canada and Latin America, as well as sales of TIFFANY


    & CO. products in certain markets through Internet, catalog,
    business-to-business and wholesale operations;


Asia-Pacific includes sales in 90 Company-operated TIFFANY & CO. stores, as

well as sales of TIFFANY & CO. products in certain markets through Internet,

business-to-business and wholesale operations;

Japan includes sales in 58 Company-operated TIFFANY & CO. stores, as well as

sales of TIFFANY & CO. products through Internet, business-to-business and


    wholesale operations;



Europe includes sales in 48 Company-operated TIFFANY & CO. stores, as well as


    sales of TIFFANY & CO. products in certain markets through Internet and
    wholesale operations; and


• Other consists of all non-reportable segments. Other includes the Emerging

Markets region, which includes sales in five Company-operated TIFFANY & CO.


    stores and wholesale operations in the Middle East. In addition, Other
    includes wholesale sales of diamonds as well as earnings received from
    third-party licensing agreements.


SUMMARY OF FIRST QUARTER RESULTS

• Worldwide net sales decreased 45% to $555.5 million in the three months

("first quarter") ended April 30, 2020, reflecting lower sales in all

reportable segments, which management attributed to the effects of COVID-19

and the resulting store closures; comparable sales decreased 44%. On a

constant-exchange-rate basis (see "Non-GAAP Measures" below), worldwide net

sales decreased 44% and comparable sales decreased 43%.

• Net loss of $64.6 million, or $0.53 per share, compared with Net earnings of

$125.2 million, or $1.03 per diluted share, in the prior year reflecting the

above factors. Net loss in the first quarter of 2020 also included the impact

of costs related to the pending Merger, as well as the compensation received

in respect of the previous acquisition of the premises containing one of the

Company's leased retail stores and an administrative office in Sydney,

Australia under compulsory acquisition laws in Australia, and a charitable

contribution to The Tiffany & Co. Foundation, as described below under

"Non-GAAP Measures." Excluding these items, Net loss was $64.1 million, or

$0.53 per share.



• Inventories, net increased 2% from April 30, 2019.

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RESULTS OF OPERATIONS

Non-GAAP Measures

The Company reports information in accordance with U.S. Generally Accepted
Accounting Principles ("GAAP"). Internally, management also monitors and
measures its performance using certain sales and earnings measures that include
or exclude amounts, or are subject to adjustments that have the effect of
including or excluding amounts, from the most directly comparable GAAP measure
("non-GAAP financial measures"). The Company presents such non-GAAP financial
measures in reporting its financial results to provide investors with useful
supplemental information that will allow them to evaluate the Company's
operating results using the same measures that management uses to monitor and
measure its performance. The Company's management does not, nor does it suggest
that investors should, consider non-GAAP financial measures in isolation from,
or as a substitute for, financial information prepared in accordance with GAAP.
These non-GAAP financial measures presented here may not be comparable to
similarly-titled measures used by other companies.

Net Sales. The Company's reported net sales reflect either a translation-related
benefit from strengthening foreign currencies or a detriment from a
strengthening U.S. dollar. Internally, management monitors and measures its
sales performance on a non-GAAP basis that eliminates the positive or negative
effects that result from translating sales made outside the U.S. into U.S.
dollars ("constant-exchange-rate basis"). Sales on a constant-exchange-rate
basis are calculated by taking the current year's sales in local currencies and
translating them into U.S. dollars using the prior year's foreign currency
exchange rates. Management believes this constant-exchange-rate basis provides a
useful supplemental basis for the assessment of sales performance and of
comparability between reporting periods. The following tables reconcile the
sales percentage increases (decreases) from the GAAP to the non-GAAP basis
versus the previous year:
                          First Quarter 2020 vs. 2019
                                                   Constant-
                     GAAP         Translation      Exchange-
                   Reported         Effect        Rate Basis
Net Sales:
Worldwide            (45 )%          (1 )%           (44 )%
Americas             (45 )           (1 )            (44 )
Asia-Pacific         (46 )           (2 )            (44 )
Japan                (40 )            1              (41 )
Europe               (40 )           (2 )            (38 )
Other                (65 )            -              (65 )

Comparable Sales:
Worldwide            (44 )%          (1 )%           (43 )%
Americas             (45 )           (1 )            (44 )
Asia-Pacific         (45 )           (3 )            (42 )
Japan                (41 )            1              (42 )
Europe               (42 )           (2 )            (40 )
Other                (53 )            -              (53 )






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                                           First Quarter 2020 vs. 2019
                                                                    Constant-
                                      GAAP         Translation      Exchange-
                                    Reported         Effect        Rate Basis
Jewelry sales by product category:
Jewelry collections                   (44 )%          (1 )%           (43 )%
Engagement jewelry                    (49 )           (1 )            (48 )
Designer jewelry                      (39 )           (1 )            (38 )



Statements of Earnings. Internally, management monitors and measures its
earnings performance excluding certain items listed below. Management believes
excluding such items provides a useful supplemental basis for the assessment of
the Company's results relative to the corresponding period in the prior year.
The following tables reconcile certain GAAP amounts to non-GAAP amounts:
                                                                         Sydney, Australia
                                                                            Recovery and
(in millions, except per                      Charges related to the         Charitable
share amounts)                   GAAP            pending Merger a          Contribution b           Non-GAAP
Three Months Ended April
30, 2020
Gross Profit               $       309.0      $               0.4      $             -          $       309.4
As a % of sales                     55.6  %                     -  %                 -  %                55.7  %
Selling, general &                 414.4                    (16.3 )              (12.0 )                386.1
administrative expenses
As a % of sales                     74.6  %                  (2.9 )%              (2.2 )%                69.5  %
Loss from operations              (105.4 )                   16.7                 12.0                  (76.7 )
As a % of sales                    (19.0 )%                   3.0  %               2.2  %               (13.8 )%
Other income, net                  (25.4 )                      -                 31.4                    6.0
(Benefit) provision for            (25.2 )                    1.3                 (4.5 )                (28.4 )
income taxes
Effective income tax rate           28.0  %                   7.6  %              22.9  %                30.7  %
Net loss                           (64.6 )                   15.4                (14.9 )                (64.1 )
Diluted earnings per               (0.53 )                   0.13                (0.12 )                (0.53 )
share*


a Costs recorded in the first quarter of 2020 related to the pending Merger.

See "Item 1. Financial Statements - Note 2. Merger Agreement" for additional


    information.



b   Recognition of (i) a pre-tax gain of $31.4 million related to amounts
    received as compensation for the previous acquisition of the premises

containing one of the Company's leased retail stores and an administrative

office in Sydney, Australia under compulsory acquisition laws in that country

and (ii) a pre-tax expense of $12.0 million for a charitable contribution to

The Tiffany & Co. Foundation funded in the first quarter of 2020 in

connection with the compensation referenced above. See "Item 1. Financial


    Statements - Note 12. Commitments and Contingencies" for additional
    information on the compulsory acquisition matter.


* Amounts may not add due to rounding.

Comparable Sales



Comparable sales include sales transacted in Company-operated stores open for
more than 12 months. Sales from e-commerce sites are included in comparable
sales for those sites that have been operating for more than 12 months. Sales
for relocated stores are included in comparable sales if the relocation occurs
within the same geographical market. In all markets, the results of a store in
which the square footage has been expanded or reduced remain in the comparable
sales base.


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Net Sales

Net sales by segment were as follows:


                  First Quarter
(in millions)   2020        2019       Increase/(Decrease)
Americas      $ 225.1    $   406.3             (45 )%
Asia-Pacific    173.7        324.1             (46 )
Japan            86.3        144.7             (40 )
Europe           61.3        102.5             (40 )
Other             9.1         25.5             (65 )
              $ 555.5    $ 1,003.1             (45 )



Worldwide net sales decreased $447.6 million, or 45%, in the first quarter of
2020 reflecting lower sales in all reportable segments, which management
attributed to the effects of COVID-19 and the resulting store closures across
the markets. On a constant-exchange-rate basis, worldwide net sales decreased
44% compared to the prior year.

Jewelry sales by product category were as follows:


                       First Quarter

(in millions) 2020 2019 $ Change % Change Jewelry collections $ 296.7 $ 532.3 $ (235.6 ) (44 )% Engagement jewelry 142.5 280.4 (137.9 ) (49 ) Designer jewelry 67.6 110.9 (43.3 ) (39 )

Net sales reflected decreases across each of the jewelry categories.

Changes in net sales by reportable segment were as follows: (in millions) Comparable Sales Non-comparable Sales Wholesale/Other Total Americas $ (172.4 ) $

              (0.3 )      $         (8.5 )     $ (181.2 )
Asia-Pacific           (117.2 )                    0.2                 (33.4 )       (150.4 )
Japan                   (55.6 )                    1.4                  (4.2 )        (58.4 )
Europe                  (42.1 )                      -                   0.9          (41.2 )



Changes in jewelry sales relative to the prior year by reportable segment were
as follows:
                                   Average Price per Unit Sold
                                                                             Number of
                         As Reported      Impact of Currency Translation    Units Sold
Change in Jewelry Sales
Americas                    (4 )%                       -  %                   (41 )%
Asia-Pacific                (1 )                       (3 )                    (46 )
Japan                       (2 )                        1                      (41 )
Europe                      (1 )                       (2 )                    (40 )




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For each reportable segment, the decrease in the number of jewelry units sold
reflected decreases across all jewelry categories, which management attributed
to the effects of COVID-19 and the resulting store closures across the markets.

Americas. Total net sales decreased $181.2 million, or 45%, which included
comparable sales decreasing $172.4 million, or 45%. Sales decreased across the
region, which management attributed to the effects of COVID-19, and the
resulting closures of all stores across the region that began in mid-March 2020
and continued through the end of the first quarter. On a constant-exchange-rate
basis, total net sales and comparable sales each decreased 44%.

Asia-Pacific. Total net sales decreased $150.4 million, or 46%, which included
comparable sales decreasing $117.2 million, or 45%. Sales decreased across the
region, which management attributed to the effects of COVID-19, and the
resulting store closures across the region beginning with Mainland China in
February and spreading throughout the other markets in the region in March and
April. On a constant-exchange-rate basis, total net sales decreased 44% and
comparable sales decreased 42%.

Japan. Total net sales decreased $58.4 million, or 40%, which included
comparable sales decreasing $55.6 million, or 41%. Management attributed the
decreases to the effects of COVID-19, including the resulting store closures
across the region, which primarily began in early April 2020, and the decline in
tourist traffic beginning early in the first quarter. On a
constant-exchange-rate basis, total net sales decreased 41% and comparable sales
decreased 42%.

Europe. Total net sales decreased $41.2 million, or 40%, which included
comparable sales decreasing $42.1 million, or 42%. Sales decreased across the
region, which management attributed to the effects of COVID-19, and the
resulting store closures across the region, which began in mid-March 2020 and
persisted into the second half of April, when the Company's stores in a limited
number of markets began to reopen. On a constant-exchange-rate basis, total net
sales decreased 38% and comparable sales decreased 40%.

Other. Other sales decreased by $16.4 million, or 65%, due to decreases in sales within the Emerging Markets region and in wholesale sales of diamonds.

Store Data. In the first quarter of 2020, the Company closed one Company-operated store each in the Americas and Asia-Pacific.



Gross Margin
                                              First Quarter
(dollars in millions)                       2020        2019
As reported:
Gross profit                              $ 309.0     $ 619.2

Gross profit as a percentage of net sales 55.6 % 61.7 % On a Non-GAAP basis*: Gross profit

$ 309.4

Gross profit as a percentage of net sales 55.7 %




* See "Non-GAAP Measures" above for additional information.
Gross margin (gross profit as a percentage of net sales) decreased 610 basis
points in the first quarter of 2020 largely due to (i) sales deleverage on fixed
costs resulting from the effects of COVID-19 on net sales, (ii) certain overhead
costs not capitalized in the period resulting from certain manufacturing
locations being closed or operating at reduced capacity during the first quarter
due to COVID-19 and (iii) an increase in inventory reserves. Additionally, the
current year included the impact of a $12.3 million charge that was recorded to
fully reserve the asset related to an expected insurance recovery in respect of
the bankruptcy filing of a metal refiner to which the Company entrusted precious
scrap metal (see "Item 1. Financial Statements - Note 12. Commitments and
Contingencies").

Management periodically reviews and adjusts its retail prices when appropriate
to address product input cost increases, specific market conditions and changes
in foreign currencies/U.S. dollar relationships. Its long-term

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strategy is to continue that approach, although significant increases in product
input costs or weakening foreign currencies can affect gross margin negatively
over the short-term until management makes necessary price adjustments. Among
the market conditions that management considers are consumer demand for the
product category involved, which may be influenced by consumer confidence and
competitive pricing conditions. Management uses derivative instruments to
mitigate certain foreign exchange and precious metal price exposures (see "Item
1. Financial Statements - Note 9. Hedging Instruments"). Management adjusted
retail prices in the first quarter of 2020 and 2019 across most geographic
regions and product categories, some of which were intended to mitigate foreign
currency fluctuations.

Selling, General and Administrative ("SG&A") Expenses


                                                              First Quarter
(dollars in millions)                                    2020               2019
As reported:
SG&A expenses                                      $        414.4     $        458.3
SG&A expenses as a percentage of net sales ("SG&A
expense ratio")                                              74.6 %             45.7 %
On a Non-GAAP basis*:
SG&A expenses                                      $        386.1
SG&A expense ratio                                           69.5 %

* See "Non-GAAP Measures" above for additional information.



SG&A expenses decreased $43.9 million, or 10%, in the first quarter of 2020,
which included $16.3 million in costs related to the pending Merger and a $12.0
million charitable contribution to The Tiffany & Co. Foundation (see "Non-GAAP
Measures" for further details). These costs were more than offset by decreased
store occupancy expenses and a decrease in labor and incentive compensation
costs. Excluding the pending Merger-related costs and the charitable
contribution noted above, SG&A expenses decreased $72.2 million, or 16%,
compared to the prior year (see "Non-GAAP Measures"). SG&A expenses as a
percentage of net sales increased significantly due to sales deleverage on
operating expenses resulting from the effects of COVID-19 on net sales. Changes
in foreign currency exchange rates did not have a meaningful effect on SG&A
expenses in the first quarter as compared with the prior year.

(Loss) Earnings from Operations


                                     First Quarter
(in millions)                      2020         2019
As reported:
(Loss) earnings from operations $ (105.4 )    $ 160.9
Operating margin                   (19.0 )%      16.0 %
On a Non-GAAP basis*:
Loss from operations            $  (76.7 )
Operating margin                   (13.8 )%

* See "Non-GAAP Measures" above for additional information.

Loss from operations of $105.4 million in the first quarter compared with earnings from operations of $160.9 million in the prior year. Excluding the pending Merger-related costs and the charitable contribution described in "Non-GAAP Measures", Loss from operations was $76.7 million.

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Results by segment are as follows:


                                                         % of Net                              % of Net
(in millions)                     First Quarter 2020       Sales       First Quarter 2019        Sales
(Loss) earnings from operations*:
Americas                         $            (41.2 )      (18.3 )%   $            56.8           14.0  %
Asia-Pacific                                   15.9          9.2                   86.0           26.5
Japan                                          16.4         19.0                   53.4           36.9
Europe                                        (10.0 )      (16.3 )                 12.2           11.9
Other                                          (5.1 )      (56.7 )                  1.2            4.8
                                              (24.0 )                             209.6
Unallocated corporate
expenses                                      (52.7 )       (9.5 )%               (48.7 )         (4.9 )%
Other operating expenses                      (28.7 )                                 -
(Loss) earnings from operations  $           (105.4 )      (19.0 )%   $           160.9           16.0  %


* Percentages represent (loss) earnings from operations as a percentage of each

segment's net sales.

On a segment basis, the (loss) earnings from operations to each segment's net sales in the first quarter of 2020 compared with 2019 was as follows: • Americas - The ratio decreased due to sales deleverage on operating


          expenses, which management attributed to the effects of COVID-19 on net
          sales, as discussed above, and a decrease in gross margin;

Asia-Pacific - The ratio decreased due to sales deleverage on operating


          expenses, which management attributed to the effects of COVID-19 on net
          sales, as discussed above, and a decrease in gross margin;

Japan - The ratio decreased due to sales deleverage on operating


          expenses, which management attributed to the effects of COVID-19 on net
          sales, as discussed above, and a decrease in gross margin; and

Europe - The ratio decreased due to sales deleverage on operating


          expenses, which management attributed to the effects of COVID-19 on net
          sales, as discussed above, and a decrease in gross margin.



Unallocated corporate expenses include costs related to administrative support
functions which the Company does not allocate to its segments. Such unallocated
costs include those for centralized information technology, finance, legal and
human resources departments. Unallocated corporate expenses increased $4.0
million, or 8%, in the first quarter of 2020 when compared to the prior year, as
a result of a $12.3 million charge that was recorded to fully reserve the asset
related to an expected insurance recovery in respect of the bankruptcy filing of
a metal refiner to which the Company entrusted precious scrap metal (see "Item
1. Financial Statements - Note 12. Commitments and Contingencies") offset by a
decrease in incentive compensation expense.

The first quarter 2020 amounts included in other operating expenses in the table
above represent (i) $16.7 million for costs incurred related to the pending
Merger (see "Item 1. Financial Statements - Note 2. Merger Agreement") and (ii)
$12.0 million of expense for a charitable contribution to The Tiffany & Co.
Foundation.

Interest Expense and Financing Costs

Interest expense and financing costs decreased $0.6 million, or 6%, in the first quarter of 2020 compared to the prior year.

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Other Income, net



Other income, net was $25.4 million in the first quarter of 2020, compared to
Other income, net of $1.0 million in the prior year. Other income, net in the
first quarter of 2020 included the recognition of a gain of $31.4 million
related to amounts received as compensation for the previous acquisition of the
premises containing one of the Company's leased retail stores and an
administrative office in Sydney, Australia under compulsory acquisition laws in
Australia. See "Item 1. Financial Statements - Note 12. Commitments and
Contingencies" for additional information.

(Benefit) Provision for Income Taxes



The effective income tax rate for the first quarter of 2020 was 28.0% versus
17.3% in the prior year. The increase in the effective income tax rate for the
first quarter was primarily due to the jurisdictional mix of earnings, which are
taxed at the statutory tax rates applicable to each jurisdiction, as well as an
estimated increase in the Global Intangible Low-Taxed Income ("GILTI") tax, each
of which reflects the impact of COVID-19 on the Company's results of operations.
The Company's effective tax rate could be negatively impacted to the extent
earnings are lower than anticipated in countries that have lower statutory rates
and higher than anticipated in countries that have higher statutory rates. The
effective income tax rate for the first quarter of 2019 included the recognition
of an income tax benefit of $7.5 million, or 500 basis points or $0.06 per
diluted share, related to an increase in the estimated 2018 Foreign Derived
Intangible Income ("FDII") benefit as a result of U.S. Treasury guidance issued
during the first quarter of 2019.

LIQUIDITY AND CAPITAL RESOURCES



The Company's liquidity needs have been, and are expected to remain, primarily a
function of its ongoing, seasonal and expansion-related working capital
requirements and capital expenditure needs. Over the long term, the Company
manages its cash and capital structure to maintain a strong financial position
that provides flexibility to pursue strategic priorities. Management regularly
assesses its working capital needs, capital expenditure requirements, debt
service, dividend payouts, share repurchases and future investments. In response
to the COVID-19 outbreak, the Company has taken steps to further strengthen its
financial position and balance sheet, and to maintain financial liquidity and
flexibility, which included drawing down $500.0 million on its Credit Facility
during the three months ended April 30, 2020 as a precautionary measure in order
to increase its cash position and maintain financial flexibility in light of the
uncertainty in the global markets resulting from COVID-19. This drawdown was
permitted under the Merger Agreement.

At April 30, 2020, the Company was in compliance with all debt covenants. The
Company monitors its covenant compliance carefully. The agreements governing
certain of the Company's material debt instruments include covenants that
incorporate a (i) debt incurrence test premised on a fixed charge coverage
ratio, which is the ratio of the Company's EBIT (earnings before interest and
taxes) plus rent expense to its interest expense plus rent expense, and (ii)
leverage ratio, which is the ratio of the Company's total adjusted debt to its
consolidated EBITDAR (earnings before interest, taxes, depreciation,
amortization and rent expenses). Specifically, under the terms of the Company's
Senior Notes due 2026 and 2042, the Company is restricted from incurring, or
permitting its subsidiaries to incur, indebtedness if, among other conditions,
the Company's fixed charge coverage ratio is less than 2.0 to 1.0. Under the
terms of the Credit Facility, the Guaranty in respect of the three-year,
multi-bank revolving credit agreement entered into by the Company's wholly owned
subsidiary, Tiffany & Co. (Shanghai) Commercial Company Limited (the "Shanghai
Guaranty"), and the Company's Senior Notes due 2026 and 2042, the Company is
required to maintain a maximum leverage ratio of 3.50 to 1.00 for the four
quarter period ending as of the end of each fiscal quarter.

Based on the Company's forecasts and plans, the Company expected to remain in
compliance with the leverage ratio financial maintenance covenant, although the
impact of COVID-19 on the Company's EBIT could increase that leverage ratio. The
Company also expected that it would not meet the fixed charge coverage ratio
test for incurrence of additional debt under its Senior Notes as of the end of
the second fiscal quarter of fiscal 2020, although it did not expect to need to
incur additional debt within the next 12 months. Nonetheless, as a precautionary
measure in order to maintain flexibility with respect to its liquidity sources
and provide additional financial maintenance covenant headroom, the Company
entered into amendments to its Credit Facility, the Shanghai Guaranty, and its
Senior Notes due 2026 and 2042, in order to modify the financial maintenance
covenant and, in the case of the Senior Notes due 2026 and 2042, the fixed
charge coverage ratio test for debt incurrence, through and including the
Company's fiscal quarter ending April 30, 2021. These amendments are permitted
under the Merger Agreement.


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These amendments were executed on June 8, 2020 and effect changes to certain
provisions and covenants during the period beginning with the fiscal quarter
ending July 31, 2020 and continuing through the fiscal quarter ending April 30,
2021 (such period of time, the "Covenant Relief Period"), including, among
others: (a) an increase in the maximum leverage ratio under the Credit Facility,
the Shanghai Guaranty, and the 2026 and 2042 Senior Notes, to 4.50 to 1.00; and
(b) a reduction of the fixed charge coverage ratio in the 2026 and 2042 Senior
Notes to 0.75 to 1.00.

During the Covenant Relief Period, the facility fee under the Credit Facility
will be increased by 5 basis points at all pricing levels, and the applicable
margin will be increased by (i) 10 basis points at all pricing levels through
the quarter ending July 31, 2020, (ii) 20 basis points at all pricing levels
from August 1, 2020 until November 1, 2020 and (iii) 30 basis points at all
pricing levels from November 1, 2020 through April 30, 2021. The coupon rate
under the 2026 and 2042 Senior Notes will be increased by 25 basis points during
the Covenant Relief Period. The Company has the right to terminate the Covenant
Relief Period under the Credit Facility, Shanghai Guaranty and the 2026 and 2042
Senior Notes, including the attendant covenant and pricing modifications
referenced above, prior to April 30, 2021, subject to the Company's
certification that its leverage ratio does not exceed 3.50 to 1.00 at such time.
Management believes that cash on hand, internally generated cash flows and the
funds available under its revolving credit facilities are sufficient to support
the Company's liquidity and capital requirements for the foreseeable future,
including the next 12 months.

The following table summarizes cash flows from operating, investing and
financing activities:
                                                                 First Quarter
(in millions)                                                   2020        2019
Net cash provided by (used in):
Operating activities                                         $ (217.6 )   $  31.1
Investing activities                                            (47.8 )     (52.1 )
Financing activities                                            434.0       (69.1 )
Effect of exchange rate changes on cash and cash equivalents      2.9       

7.0

Net increase (decrease) in cash and cash equivalents $ 171.5 $ (83.1 )





Operating Activities

The Company had net cash outflows from operating activities of $217.6 million in
the first quarter of 2020 compared with net cash inflows from operating
activities of $31.1 million in the first quarter of 2019. The change in
operating cash flows was primarily due to the net loss of $64.6 million incurred
in the first quarter of 2020, which management attributed to the effects of
COVID-19, compared to net income of $125.2 million generated in the first
quarter of 2019.

Working Capital. Working capital (current assets less current liabilities) was
$2.8 billion at April 30, 2020, compared with $2.9 billion at January 31, 2020
and $2.8 billion at April 30, 2019.

Accounts receivable, net at April 30, 2020 were 36% lower than at January 31,
2020 and 28% lower than at April 30, 2019. The decrease in Accounts receivable,
net at April 30, 2020 primarily reflected the decrease in sales during the first
quarter of 2020 attributed to the effects of COVID-19, including resulting store
closures. Currency translation did not have a significant effect on the change
compared to January 31, 2020 or April 30, 2019.

Inventories, net at April 30, 2020 were 2% higher than at January 31, 2020 and
April 30, 2019, primarily due to increases in finished goods inventories
compared to both periods. Currency translation did not have a significant effect
on the change compared to January 31, 2020 or April 30, 2019.

Accounts payable and accrued liabilities at April 30, 2020 were 40% lower than
at January 31, 2020 and 17% lower than at April 30, 2019. The decrease compared
to both periods included (i) declines in trade payables and (ii) the recognition
of a gain previously deferred related to amounts received as compensation for
the previous acquisition of the premises containing one of the Company's leased
retail stores and an administrative office in

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Sydney, Australia under compulsory acquisition laws in that country (see "Item
1. Financial Statements - Note 12. Commitments and Contingencies" for additional
information).

Investing Activities

The Company had net cash outflows from investing activities of $47.8 million in
the first quarter of 2020 compared with $52.1 million in the first quarter of
2019.

Marketable Securities and Short-Term Investments. The Company invests a portion
of its cash in marketable securities and short-term investments. The Company had
net proceeds from the sales of marketable securities and short-term investments
of $9.9 million during the first quarter of 2020 compared with $7.4 million
during the first quarter of 2019.

Financing Activities



The Company had net cash inflows from financing activities of $434.0 million in
the first quarter of 2020, compared with net cash outflows of $69.1 million in
the first quarter of 2019. Year-over-year changes in cash flows from financing
activities were largely driven by changes in net borrowings and share
repurchases.

Recent Borrowings. The Company had net proceeds from borrowings as follows:


                                                  First Quarter
(in millions)                                    2020        2019

Short-term borrowings: Proceeds from credit facility borrowings, net $ 500.0 $ 16.8 Proceeds from other credit facility borrowings 12.1 26.6 Repayment of other credit facility borrowings (1.6 ) (14.5 ) Net proceeds from total borrowings

$ 510.5     $ 28.9



As noted above, during the first quarter of 2020, the Company drew down $500.0
million on its Credit Facility as a precautionary measure in order to increase
its cash position and maintain financial flexibility in light of current
uncertainty in the global markets resulting from COVID-19. This drawdown was
permitted under the Merger Agreement. The drawdown proceeds from the Credit
Facility can be repaid at any time.

Under all of the Company's credit facilities, at April 30, 2020, there were
$651.9 million of borrowings outstanding, $2.0 million of letters of credit
issued and $340.3 million available for borrowing. At April 30, 2019, there were
$142.1 million of borrowings outstanding, $3.6 million of letters of credit
issued and $886.1 million available for borrowing. The weighted-average interest
rate for the amounts outstanding at April 30, 2020 and 2019 was 2.5% and 4.4%,
respectively.

The ratio of total debt (short-term borrowings and long-term debt) to stockholders' equity was 48% at April 30, 2020, 31% at January 31, 2020 and 32% at April 30, 2019.

At April 30, 2020, the Company was in compliance with all debt covenants.



Shares Repurchases. In May 2018, the Registrant's Board of Directors approved a
new share repurchase program (the "2018 Program"). The 2018 Program, which
became effective June 1, 2018 and expires on January 31, 2022, authorizes the
Company to repurchase up to $1.0 billion of its Common Stock through open market
transactions, including through Rule 10b5-1 plans and one or more accelerated
share repurchase or other structured repurchase transactions, and/or privately
negotiated transactions. As of April 30, 2020, $471.6 million remained available
under the 2018 Program; however, pursuant to the terms of the Merger Agreement,
and subject to certain limited exceptions, the Company may not repurchase its
Common Stock other than in connection with the forfeiture provisions of Company
equity awards or the cashless exercise or tax withholding provisions of such
Company equity awards, in each case, granted under the Company's stock-based
compensation plans. Accordingly, the Company did not repurchase any shares of
its Common Stock during the first quarter of 2020 pursuant to the 2018 Program,
and

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does not expect to repurchase any shares of its Common Stock in connection with the 2018 Program prior to the Merger or earlier termination of the Merger Agreement.

The Company's share repurchase activity during the first quarter of 2020 and 2019 was as follows:


                                            First Quarter

(in millions, except per share amounts) 2020 2019 Cost of repurchases

                     $   -        $  25.4
Shares repurchased and retired              -            0.3
Average cost per share                  $   -        $ 93.77



Contractual Obligations

Since January 31, 2020, the Company's contractual obligations as they relate to
short-term borrowings have changed as a result of the drawdown of $500.0 million
under the Credit Facility described above under "Financing Activities". The
Company's remaining contractual cash obligations and commercial commitments at
April 30, 2020, 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, 2020.

Seasonality



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

Forward-Looking Statements



The historical trends and results reported in this quarterly report on Form 10-Q
should not be considered an indication of future performance. Further,
statements contained in this quarterly report on Form 10-Q that are not
statements of historical fact, including those that refer to plans, assumptions
and expectations for future periods, are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995, each as amended. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as statements about the
consummation of the pending Merger (as defined under "Item 2. Management's
Discussion and Analysis - Merger Agreement") and the anticipated benefits
thereof. Forward-looking statements include, but are not limited to, statements
that can be identified by the use of words such as 'expects,' 'projects,'
'anticipates,' 'assumes,' 'forecasts,' 'plans,' 'believes,' 'intends,'
'estimates,' 'pursues,' 'scheduled,' 'continues,' 'outlook,' 'may,' 'will,'
'can,' 'should' and variations of such words and similar expressions. Examples
of forward-looking statements include, but are not limited to, statements the
Company makes regarding its plans, assumptions, expectations, beliefs and
objectives with respect to the pending Merger; the Company's assumptions,
expectations and beliefs with respect to COVID-19, including the impact thereof
on the Company's business, revenues, cash flows and results of operations; store
openings and closings; store productivity; the renovation of the Company's New
York Flagship store, including the timing and cost thereof, and the temporary
relocation of its retail operations to 6 East 57th Street; product
introductions; sales; sales growth; sales trends; store traffic; the Company's
strategy and initiatives and the pace of execution thereon; the amount and
timing of investment spending; the Company's objectives to compete in the global
luxury market and to improve financial performance; retail prices; gross margin;
operating margin; expenses; interest expense and financing costs; effective
income tax rate; the nature, amount or scope of charges resulting from recent
revisions to the U.S. tax code; net earnings and net earnings per share; share
count; inventories; capital expenditures; cash flow; liquidity, including the
need to incur additional indebtedness; compliance with covenants under the
Company's debt instruments, including the financial ratio thresholds set forth
therein; currency translation; macroeconomic and geopolitical conditions; growth
opportunities; litigation outcomes and recovery related thereto; amounts
recovered under Company insurance policies; contributions to Company pension
plans; and certain ongoing or planned real estate, product, marketing, retail,
customer experience, manufacturing, supply chain, information systems
development, upgrades and replacement, and other operational initiatives and
strategic priorities.


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These forward-looking statements are not guarantees of future results and are
based upon the current views, assumptions and plans of management, and speak
only as of the date on which they are made and are subject to a number of
factors, risks and uncertainties, many of which are outside of the Company's
control. You should not place undue reliance on such statements. Actual results
could therefore differ materially from the planned, assumed or expected results
expressed in, or implied by, these forward-looking statements. While the Company
cannot predict all of the factors that could form the basis of such differences,
key factors, risks and uncertainties include, but are not limited to: the recent
outbreak of COVID-19, including the duration and scope thereof, the availability
of a vaccine or cure that mitigates the effect of the virus, and changes in
financial, business, travel and tourism, consumer discretionary spending and
other general consumer behaviors, political, public health and other conditions,
circumstances, requirements and practices resulting therefrom; global
macroeconomic and geopolitical developments; changes in interest and foreign
currency rates; changes in taxation policies and regulations (including changes
effected by the recent revisions to the U.S. tax code) or changes in the
guidance related to, or interpretation of, such policies and regulations;
shifting tourism trends; the recent widespread protests in the U.S.; regional
instability; violence (including terrorist activities); political activities or
events (including the potential for rapid and unexpected changes in government,
economic and political policies, the imposition of additional duties, tariffs,
taxes and other charges or other barriers to trade, including as a result of
changes in diplomatic and trade relations or agreements with other countries);
weather conditions that may affect local and tourist consumer spending; changes
in consumer confidence, preferences and shopping patterns, as well as the
Company's ability to accurately predict and timely respond to such changes;
shifts in the Company's product and geographic sales mix; variations in the cost
and availability of diamonds, gemstones and precious metals; adverse publicity
regarding the Company and its products, the Company's third-party vendors or the
diamond or jewelry industry more generally; any non-compliance by third-party
vendors and suppliers with the Company's sourcing and quality standards, codes
of conduct, or contractual requirements as well as applicable laws and
regulations; changes in the Company's competitive landscape; disruptions
impacting the Company's business and operations; failure to successfully
implement or make changes to the Company's information systems; changes in the
cost and timing estimates associated with the renovation of the Company's New
York Flagship store; delays caused by third parties involved in the
aforementioned renovation; any casualty, damage or destruction to the Company's
New York Flagship store or 6 East 57th Street location; the Company's ability to
successfully control costs and execute on, and achieve the expected benefits
from, the operational initiatives and strategic priorities referenced above;
conditions to the completion of the pending Merger may not be satisfied or the
regulatory approvals required for the pending Merger may not be obtained, in
each case, on the terms expected or on the anticipated schedule which
contemplates closing of the acquisition in the middle of 2020; the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Merger Agreement (as defined under "Item 2. Management's Discussion and
Analysis - Merger Agreement") or affect the ability of the parties to recognize
the benefits of the pending Merger; the effect of the announcement or pendency
of the Merger on the Company's business relationships, operating results and
business generally; risks that the pending Merger disrupts the Company's current
plans and operations and potential difficulties in the Company's employee
retention as a result of the pending Merger; potential litigation that may be
instituted against the Company or its directors or officers related to the
pending Merger or the Merger Agreement and any adverse outcome of any such
litigation; the amount of the costs, fees, expenses and other charges related to
the pending Merger, including in the event of any unexpected delays; other risks
to consummation of the pending Merger, including the risk that the pending
Merger will not be consummated within the expected time period, or at all, which
may affect the Company's business and the price of its common stock; and any
adverse effects on the Company by other general industry, economic, business
and/or competitive factors. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks. Developments relating to
these and other factors may also warrant changes to the Company's operating and
strategic plans, including with respect to store openings, closings and
renovations, capital expenditures, information systems development, inventory
management, and continuing execution on, or timing of, the aforementioned
initiatives and priorities. Such consequences and changes could also cause
actual results to differ materially from the expected results expressed in, or
implied by, the forward-looking statements.

Additional information about potential risks and uncertainties that could affect
the Company's business and financial results is included under "Item 1A. Risk
Factors" and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 2020, "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Item 1A. Risk
Factors" in this quarterly report on Form 10-Q, the definitive proxy statement
on Schedule 14A that the Company filed on January 6, 2020, and in the Company's
other filings made with the U.S. Securities and Exchange Commission ("SEC") from
time to time, which are available via the SEC's website at

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www.sec.gov. Readers of this Quarterly Report on Form 10-Q should consider the
risks, uncertainties and factors outlined above and in the aforementioned Form
10-K and in this Form 10-Q in evaluating, and are cautioned not to place undue
reliance on, the forward-looking statements contained herein. The Company
undertakes no obligation to update or revise any forward-looking statements to
reflect subsequent events or circumstances, except as required by applicable law
or regulation.

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