Harry Winston Diamond Corporation Announces Third Quarter Fiscal 2010 Results

TORONTO, Dec. 9 /CNW/ - Harry Winston Diamond Corporation (TSX: HW, NYSE: HWD) (the "Company") today reported third quarter results for the period ended October 31, 2009. Results were impacted by the planned temporary closure of the Diavik Diamond Mine leading to only a single diamond sale in the quarter. The Company recorded a consolidated net loss of $0.2 million or $nil per share for the third quarter, compared to net earnings of $71.9 million or $1.17 per share in the third quarter of the prior year and compared to a net loss of $24.5 million or $0.32 per share in the second quarter of the current year. Included in consolidated net earnings for the prior year was a net foreign exchange gain of $49.0 million or $0.80 per share primarily on future income tax liabilities compared to a net foreign exchange gain of $1.6 million or $0.02 per share in the current quarter.

Robert Gannicott, Chairman and Chief Executive Officer commented: "We are very pleased to see a solid reversal in the negative trends that have characterized the previous quarters. Diavik production is set to increase, rough diamond prices continue to rise, and retail sales have seen substantial improvement, led by the Far East, including Japan. If US recovery takes hold it will inevitably produce incremental demand for diamond products".

Consolidated sales were $74.8 million for the quarter compared to $148.6 million for the comparable quarter of the prior year, resulting in a 62% decrease in gross margin and a loss from operations of $4.9 million.

The mining segment recorded sales of $20.8 million, a 77% decrease from $90.7 million in the comparable quarter of the prior year. The decrease in sales resulted from a combination of a 75% decrease in volume of carats sold in the third quarter and a 9% decrease in rough diamond prices. Rough diamond production for the calendar quarter was 0.3 million carats compared to 0.9 million carats in the comparable calendar quarter of the prior year. The decrease in production was due to the planned six-week shutdown from July 14, 2009 to August 24, 2009. The Company held one rough diamond sale in the third quarter compared to three in the comparable quarter of the prior year. Loss from operations for the quarter was $4.5 million compared to earnings from operations of $47.0 million for the comparable quarter of the prior year.

The retail segment recorded a 7% decrease in sales to $54.0 million compared to the third quarter of the prior year. However, the loss from operations decreased significantly to $0.5 million from a loss of $4.0 million as retail gross margins for the quarter improved to 53.9% compared to 46.4% in the comparable quarter of the prior year.

    
    Third Quarter Fiscal 2010 Financial Highlights
    (US$ in millions except Earnings per Share amounts)

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                                         Three     Three      Nine      Nine
                                        months    months    months    months
                                         ended     ended     ended     ended
                                        Oct 31,   Oct 31,   Oct 31,   Oct 31,
                                          2009      2008      2009      2008
    -------------------------------------------------------------------------
    Sales                                 74.8     148.6     279.2     490.8
    -------------------------------------------------------------------------
    Earnings from operations (loss)       (4.9)     42.9     (18.9)    156.0
    -------------------------------------------------------------------------
    Net earnings (loss)                   (0.2)     71.9     (69.8)    143.1
    -------------------------------------------------------------------------
    Earnings (loss) per share            $0.00     $1.17    ($0.95)    $2.35
    -------------------------------------------------------------------------
    

Conference Call and Webcast

Beginning at 4:00PM (EST) on Wednesday, December 9, the Company will host a conference call for analysts, investors and other interested parties. Listeners may access a live broadcast of the conference call on the Company's investor relations web site at http://investor.harrywinston.com or by dialing 800-259-0251 within North America or 617-614-3671 from international locations and entering passcode 56737625.

An online archive of the broadcast will be available by accessing the Company's investor relations web site at http://investor.harrywinston.com. A telephone replay of the call will be available starting the same day at 7:00PM (EST) through Wednesday, December 16, 2009, by dialing 888-286-8010 within North America or 617-801-6888 from international locations and entering passcode 89482489.

About Harry Winston Diamond Corporation

Harry Winston Diamond Corporation is a specialist diamond enterprise with assets in the mining and retail segments of the diamond industry. Harry Winston supplies rough diamonds to the global market from its 40 percent ownership interest in the Diavik Diamond Mine (economic ownership of 31%).

The Company's retail division is a premier diamond jeweler and luxury timepiece retailer with salons in key locations, including New York, Paris, London, Beijing, Tokyo, and Beverly Hills.

The Company focuses on the two most profitable segments of the diamond industry, mining and retail, in which its expertise creates shareholder value. This unique business model provides key competitive advantages; rough diamond sales and polished diamond purchases provide market intelligence that enhances the Company's overall performance.

For more information, please visit www.harrywinston.com. or for investor information, visit http://investor.harrywinston.com.

    
                      Harry Winston Diamond Corporation

                         2010 THIRD QUARTER REPORT


                                 Highlights

    (ALL FIGURES ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE INDICATED)
    

Harry Winston Diamond Corporation recorded a consolidated net loss of $0.2 million or $nil per share for the third quarter, compared to net earnings of $71.9 million or $1.17 per share in the third quarter of the prior year and compared to a net loss of $24.5 million or $0.32 per share in the second quarter of the current year. Included in consolidated net earnings for the prior year was a net foreign exchange gain of $49.0 million or $0.80 per share primarily on future income tax liabilities compared to a net foreign exchange gain of $1.6 million or $0.02 per share in the current quarter.

Consolidated sales were $74.8 million for the quarter compared to $148.6 million for the comparable quarter of the prior year, resulting in a 62% decrease in gross margin and a loss from operations of $4.9 million.

The mining segment recorded sales of $20.8 million, a 77% decrease from $90.7 million in the comparable quarter of the prior year. The decrease in sales resulted from a combination of a 75% decrease in volume of carats sold in the third quarter and a 9% decrease in rough diamond prices. Rough diamond production for the calendar quarter was 0.3 million carats compared to 0.9 million carats in the comparable calendar quarter of the prior year. The decrease in production was due to the planned six-week shutdown from July 14, 2009 to August 24, 2009 (the "Summer Shutdown"). The Company held one rough diamond sale in the third quarter compared to three in the comparable quarter of the prior year. Loss from operations for the quarter was $4.5 million compared to earnings from operations of $47.0 million for the comparable quarter of the prior year.

The retail segment recorded a 7% decrease in sales to $54.0 million. However, the loss from operations decreased significantly to $0.5 million from a loss of $4.0 million in the third quarter of the prior year as retail gross margins improved to 53.9% for the quarter compared to 46.4% in the comparable quarter of the prior year.

    
                    Management's Discussion and Analysis

                       Prepared as of December 9, 2009
    (ALL FIGURES ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE INDICATED)
    

The following is management's discussion and analysis ("MD&A") of the results of operations for Harry Winston Diamond Corporation ("Harry Winston Diamond Corporation", or the "Company") for the three and nine months ended October 31, 2009 and its financial position as at October 31, 2009. This MD&A is based on the Company's consolidated financial statements prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP") and should be read in conjunction with the unaudited consolidated financial statements and notes thereto for the three and nine months ended October 31, 2009 and the audited consolidated financial statements of the Company and notes thereto for the year ended January 31, 2009. Unless otherwise specified, all financial information is presented in United States dollars. Unless otherwise indicated, all references to "third quarter" refer to the three months ended October 31, 2009 and all references to "international" for the retail segment refer to Europe and Asia.

Certain comparative figures have been reclassified to conform to the current year's presentation.

Caution Regarding Forward-Looking Information

Certain information included in this MD&A may constitute forward-looking information within the meaning of Canadian and United States securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "appears", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking information may relate to management's future outlook and anticipated events or results, and may include statements or information regarding plans, timelines and targets for construction, mining, development, production and exploration activities at the Diavik Diamond Mine, future mining and processing at the Diavik Diamond Mine, projected capital expenditure requirements and the funding thereof, liquidity and working capital requirements and sources, estimated reserves and resources at, and production from, the Diavik Diamond Mine, the number and timing of expected rough diamond sales, expected diamond prices and expectations concerning the diamond industry and the demand for luxury goods, expected cost of sales and gross margin trends in the mining segment, and expected sales trends in the retail segment. Actual results may vary from the forward-looking information. See "Risks and Uncertainties" on page 17 for material risk factors that could cause actual results to differ materially from the forward-looking information.

Forward-looking information is based on certain factors and assumptions regarding, among other things, mining, production, construction and exploration activities at the Diavik Diamond Mine, world and US economic conditions and the worldwide demand for luxury goods. Specifically, in making statements regarding expected diamond prices and expectations concerning the diamond industry and expected sales trends in the retail segment, the Company has made assumptions regarding, among other things, world and US economic conditions and demand for luxury goods. While the Company considers these assumptions to be reasonable based on the information currently available to it, they may prove to be incorrect. See "Risks and Uncertainties" on page 17.

Forward-looking information is subject to certain factors, including risks and uncertainties, which could cause actual results to differ materially from what we currently expect. These factors include, among other things, the uncertain nature of mining activities, including risks associated with underground construction and mining operations, risks associated with joint venture operations, risks associated with the remote location of and harsh climate at the Diavik Diamond Mine site, risks associated with regulatory requirements, fluctuations in diamond prices and changes in US and world economic conditions, the risk of fluctuations in the Canadian/US dollar exchange rate, cash flow and liquidity risks and the risks of competition in the luxury jewelry segment. Please see page 17 of this Interim Report, as well as the Company's Annual Report, available at www.sedar.com, for a discussion of these and other risks and uncertainties involved in the Company's operations.

Readers are cautioned not to place undue importance on forward-looking information, which speaks only as of the date of this Management's Discussion and Analysis, and should not rely upon this information as of any other date. Due to assumptions, risks and uncertainties, including the assumptions, risks and uncertainties identified above and elsewhere in this Management's Discussion and Analysis, actual events may differ materially from current expectations. The Company uses forward-looking statements because it believes such statements provide useful information with respect to the expected future operations and financial performance of the Company, and cautions readers that the information may not be appropriate for other purposes. While the Company may elect to, it is under no obligation and does not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise at any particular time, except as required by law. Additional information concerning factors that may cause actual results to materially differ from those in such forward-looking statements is contained in the Company's filings with Canadian and United States securities regulatory authorities and can be found at www.sedar.com and www.sec.gov, respectively.

Summary Discussion

Harry Winston Diamond Corporation is a specialist diamond company focusing on the mining and retail segments of the diamond industry. The Company supplies rough diamonds to the global market from production received from its 40% ownership interest in the Diavik Diamond Mine (economic interest of 31%), located off Lac de Gras in Canada's Northwest Territories. The Company also owns a 100% interest in Harry Winston Inc., the premier fine jewelry and watch retailer operating under the Harry Winston(R) brand.

The Company's most significant asset is an ownership interest in the Diavik group of mineral claims. The Diavik Joint Venture (the "Joint Venture") is an unincorporated joint arrangement between Diavik Diamond Mines Inc. ("DDMI") (60%) and Harry Winston Diamond Limited Partnership ("HWDLP") (40%) where HWDLP holds an undivided 40% ownership interest in the assets, liabilities and expenses of the Diavik Diamond Mine. DDMI is the operator of the Diavik Diamond Mine. DDMI and HWDLP are headquartered in Yellowknife, Canada. DDMI is a wholly owned subsidiary of Rio Tinto plc of London, England. As a result of the strategic investment by Kinross Gold Corporation ("Kinross") of Toronto, Canada, described below, HWDLP is 77.5% owned by the Company and 22.5% owned by Kinross. Kinross's 22.5% ownership is reported in the consolidated financial statements as part of non-controlling interest.

On March 31, 2009, Kinross made a net investment of $150.0 million to acquire an indirect interest in the Diavik Diamond Mine and a direct equity stake in the Company. Kinross subscribed for 15.2 million of the Company's treasury shares at a price of $3.00 per share, being approximately 19.9% of the Company's issued equity post the transaction. Kinross also subscribed for new partnership units representing a 22.5% interest in HWDLP, for a net effective subscription value of $103.7 million. With the closing of the Kinross transaction, the Company's economic interest in the Diavik Diamond Mine is 31%.

Market Commentary

The Diamond Market

The rough diamond market continues to strengthen as sustained demand for polished diamonds from the Far East and India, coupled with reawakening interest from the US, has led to reduced inventory levels amongst manufacturers. Rough diamonds remain in short supply, enabling major diamond producers such as Russia to reduce accumulated inventory without dampening the healthy price increases achieved since the first quarter.

Polished diamond demand remains healthy with shortages appearing in popular ranges. Polished diamond inventories have been depleted as a result of the reduction in capacity earlier in the year as manufacturers responded to market conditions and the ongoing scarcity of rough diamonds. These conditions have allowed manufacturers to achieve higher polished prices and negotiate more favourable credit terms.

The Retail Jewelry Market

Encouraging signs of recovery are beginning to appear in certain economies, particularly in Asia. The tone in the US and European markets indicates that the worst of the global recession's impact appears to have passed, but signs of the recovery are modest. The increase in commodity prices has helped to bolster a modest renewal in consumer demand for luxury goods from the Russian and Middle Eastern markets. The outlook is cautiously optimistic regarding the holiday season as the global economy appears to have stabilized and shown improvements in certain regions.

(R) Harry Winston is a registered trademark of Harry Winston Inc.

Consolidated Financial Results

The following is a summary of the Company's consolidated quarterly results for the eight quarters ended October 31, 2009 following the basis of presentation utilized in its Canadian GAAP financial statements:

    
    (expressed in thousands of United States dollars except per share amounts
     and where otherwise noted)
    (quarterly results are unaudited)

    -------------------------------------------------------------------------
                                2010      2010      2010      2009      2009
                                  Q3        Q2        Q1        Q4        Q3
    -------------------------------------------------------------------------
    Sales                   $ 74,828  $ 94,776  $109,643  $118,399  $148,623
    Cost of sales             45,227    66,294    83,944    68,908    71,679
    -------------------------------------------------------------------------
    Gross margin              29,601    28,482    25,699    49,491    76,944
    Gross margin (%)           39.6%     30.1%     23.4%     41.8%     51.8%
    Selling, general and
     administrative expenses  34,542    32,380    35,749    39,399    33,998
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations               (4,941)   (3,898)  (10,050)   10,092    42,946
    -------------------------------------------------------------------------
    Interest and financing
     expenses                 (2,448)   (2,998)   (3,699)   (4,960)   (4,678)
    Other income                  99        83       281       778       407
    Insurance settlement         100         -     3,250    17,240         -
    Dilution loss                  -      (539)  (34,222)        -         -
    Impairment charge              -         -         -   (93,780)        -
    Foreign exchange
     gain (loss)               1,598   (25,274)   (5,839)    4,649    48,982
    -------------------------------------------------------------------------
    Earnings (loss) before
     income taxes             (5,592)  (32,626)  (50,279)  (65,981)   87,657
    Income taxes (recovery)   (4,221)   (5,662)   (3,120)    7,052    15,685
    -------------------------------------------------------------------------
    Earnings (loss) before
     non-controlling interest (1,371)  (26,964)  (47,159)  (73,033)   71,972
    Non-controlling interest  (1,157)   (2,443)   (2,075)      (58)       81
    -------------------------------------------------------------------------
    Net earnings (loss)     $   (214) $(24,521) $(45,084) $(72,975) $ 71,891
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Basic earnings (loss)
     per share              $   0.00  $  (0.32) $  (0.68) $  (1.19) $   1.17
    Diluted earnings (loss)
     per share              $   0.00  $  (0.32) $  (0.68) $  (1.19) $   1.17
    Cash dividends declared
     per share              $   0.00  $   0.00  $   0.00  $   0.05  $   0.05
    Total assets(i)         $  1,535  $  1,533  $  1,592  $  1,567  $  1,645
    Total long-term
     liabilities(i)         $    506  $    507  $    496  $    550  $    562
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                              Nine      Nine
                                                            months    months
                                                             ended     ended
                                2009      2009      2008   Oct. 31,  Oct. 31,
                                  Q2        Q1        Q4      2009      2008
    -------------------------------------------------------------------------
    Sales                   $186,119  $156,079  $188,195  $279,247  $490,821
    Cost of sales             73,542    73,149    83,637   195,465   218,370
    -------------------------------------------------------------------------
    Gross margin             112,577    82,930   104,558    83,782   272,451
    Gross margin (%)           60.5%     53.1%     55.6%     30.0%     55.5%
    Selling, general and
     administrative expenses  39,194    43,285    45,494   102,671   116,477
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations               73,383    39,645    59,064   (18,889)  155,974
    -------------------------------------------------------------------------
    Interest and financing
     expenses                 (5,366)   (5,453)   (7,082)   (9,145)  (15,497)
    Other income                 815       246       706       463     1,468
    Insurance settlement           -         -    13,488     3,350         -
    Dilution loss                  -         -         -   (34,761)        -
    Impairment charge              -         -         -         -         -
    Foreign exchange
     gain (loss)               5,301       155    22,270   (29,515)   54,438
    -------------------------------------------------------------------------
    Earnings (loss) before
     income taxes             74,133    34,593    88,446   (88,497)  196,383
    Income taxes (recovery)   24,185    13,336    (1,968)  (13,002)   53,205
    -------------------------------------------------------------------------
    Earnings (loss) before
     non-controlling interest 49,948    21,257    90,414   (75,495)  143,178
    Non-controlling interest       1         1       (34)   (5,676)       83
    -------------------------------------------------------------------------
    Net earnings (loss)     $ 49,947  $ 21,256  $ 90,448  $(69,819) $143,095
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Basic earnings (loss)
     per share              $   0.81  $   0.35  $   1.55  $  (0.95) $   2.35
    Diluted earnings (loss)
     per share              $   0.81  $   0.35  $   1.54  $  (0.95) $   2.34
    Cash dividends declared
     per share              $   0.05  $   0.05  $   0.05  $   0.00  $   0.15
    Total assets(i)         $  1,637  $  1,591  $  1,494  $  1,535  $  1,645
    Total long-term
     liabilities(i)         $    617  $    634  $    660  $    506  $    562
    -------------------------------------------------------------------------
    (i) Total assets and total long-term liabilities are expressed in
        millions of United States dollars.

        The comparability of quarter-over-quarter results is impacted by
        seasonality for both the mining and retail segments. Harry Winston
        Diamond Corporation expects that the quarterly results for its mining
        segment will continue to fluctuate depending on the seasonality of
        production at the Diavik Diamond Mine, the number of sales events
        conducted during the quarter, and the volume, size and quality
        distribution of rough diamonds delivered from the Diavik Diamond Mine
        in each quarter. The quarterly results for the retail segment are
        also seasonal, with generally higher sales during the fourth quarter
        due to the holiday season. See "Segmented Analysis" on page 9 for
        additional information.
    

Three Months Ended October 31, 2009 Compared to Three Months Ended October 31, 2008

CONSOLIDATED NET EARNINGS

The Company recorded a third quarter consolidated net loss of $0.2 million or $nil per share compared to net earnings of $71.9 million or $1.17 per share in the third quarter of the prior year. Included in consolidated net earnings for the prior year was a net foreign exchange gain of $49.0 million or $0.80 per share primarily on future income tax liabilities compared to a net foreign exchange gain of $1.6 million or $0.02 per share in the current quarter.

CONSOLIDATED SALES

Sales for the third quarter totaled $74.8 million, consisting of rough diamond sales of $20.8 million and retail segment sales of $54.0 million. This compares to sales of $148.6 million in the comparable quarter of the prior year (rough diamond sales of $90.7 million and retail segment sales of $57.9 million). The Company held one rough diamond sale in the third quarter, compared to three in the comparable quarter of the prior year. See "Segmented Analysis" on page 9 for additional information.

CONSOLIDATED COST OF SALES AND GROSS MARGIN

The Company's third quarter cost of sales was $45.2 million for a gross margin of 39.6% compared to $71.7 million cost of sales and gross margin of 51.8% for the comparable quarter of the prior year. The Company's cost of sales includes costs associated with mining, rough diamond sorting and retail sales activities. See "Segmented Analysis" on page 9 for additional information.

CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The principal components of selling, general and administrative ("SG&A") expenses include expenses for salaries and benefits, advertising, professional fees, rent and building related costs. The Company incurred SG&A expenses of $34.5 million for the third quarter, compared to $34.0 million in the comparable quarter of the prior year.

Included in SG&A expenses for the third quarter are $4.9 million for the mining segment compared to $3.1 million for the comparable quarter of the prior year and $29.6 million for the retail segment compared to $30.9 million for the comparable quarter of the prior year. For the mining segment, the higher SG&A expenses were primarily due to a mark-to-market increase to stock-based compensation resulting from the Company's increased share price. For the retail segment, the decrease was due to reduced discretionary spending. See "Segmented Analysis" on page 9 for additional information.

CONSOLIDATED INCOME TAXES

The Company recorded a net income tax recovery of $4.2 million during the third quarter, compared to a net income tax expense of $15.7 million in the comparable quarter of the prior year. The Company's effective income tax rate for the quarter, excluding Harry Winston's retail segment, was 65%, which is based on a statutory income tax rate of 30% adjusted for various items including Northwest Territories mining royalty, impact of foreign exchange, earnings subject to tax different than the statutory rate and impact of income allocated to non-controlling interest.

The Company's functional and reporting currency is US dollars; however, the calculation of income tax expense is based on income in the currency of the country of origin. As such, the Company is continually subject to foreign exchange fluctuations, particularly as the Canadian dollar moves against the US dollar. During the third quarter, the Canadian dollar weakened against the US dollar. As a result, the Company recorded an unrealized foreign exchange gain of $0.8 million on the revaluation of the Company's Canadian dollar denominated future income tax liability. This compares to an unrealized foreign exchange gain of $39.4 million in the comparable quarter of the previous year. The unrealized foreign exchange gain is not taxable for Canadian income tax purposes.

The consolidated net loss before taxes for the third quarter is $5.6 million, compared to a consolidated net income before taxes of $87.7 million in the comparable quarter of the prior year. During the third quarter, losses were generated in higher taxing jurisdictions, resulting in tax recoveries based on higher tax rates. Also during the third quarter, income was generated in lower taxing jurisdictions, resulting in tax expenses based on lower tax rates. These tax rate differences contributed to the actual reported tax provision being higher than the expected tax provision based on the statutory tax rate. In addition, the tax benefit of certain losses could not be recognized because the criteria for recognizing them as a future tax asset were not met. Furthermore, accounting income included certain items that are considered to be permanent differences and will never be tax deductible nor taxable. When all of these reconciling items are expressed as a percentage of the relatively low consolidated net loss before taxes reported in the third quarter, the impact on the effective tax rate becomes higher. As a consequence, the third quarter effective tax rate was 75% on a consolidated basis.

The rate of income tax payable by Harry Winston Inc. varies by jurisdiction. Net operating losses are available in certain jurisdictions to offset future income taxes payable in such jurisdictions. The net operating losses are scheduled to expire through 2029.

The Company has provided a table below summarizing the movement from the statutory to the effective income tax rate as a percentage of earnings before taxes:

    
    -------------------------------------------------------------------------
                                                   Three months Three months
                                                          ended        ended
                                                     October 31,  October 31,
                                                           2009         2008
    -------------------------------------------------------------------------
    Statutory income tax rate                              30 %         31 %
    Stock compensation                                     (2)%          - %
    Northwest Territories mining royalty
     (net of income tax relief)                             5 %          5 %
    Impact of foreign exchange                             22 %        (19)%
    Earnings subject to tax different
     than statutory rate                                   34 %          1 %
    Changes in valuation allowance                         (4)%          - %
    Impact of loss allocated to
     non-controlling interest                             (10)%          - %
    Assessments and adjustments                            (4)%          1 %
    Other items                                             4 %         (1)%
    Effective income tax rate                              75 %         18 %
    -------------------------------------------------------------------------
    

CONSOLIDATED INTEREST AND FINANCING EXPENSES

Interest and financing expenses of $2.4 million were incurred during the third quarter compared to $4.7 million during the comparable quarter of the prior year. The Company repaid the full amount of $74.2 million of the mining segment's senior secured term and revolving credit facilities with the March 31, 2009 closing of the Kinross transaction.

CONSOLIDATED OTHER INCOME

Other income of $0.1 million was recorded during the quarter compared to $0.4 million in the comparable quarter of the prior year.

CONSOLIDATED FOREIGN EXCHANGE

A net foreign exchange gain of $1.6 million was recognized during the quarter compared to a net foreign exchange gain of $49.0 million in the comparable quarter of the prior year. The gain relates principally to the revaluation of the Company's Canadian dollar denominated long-term future income tax liability as a result of the weakening of the Canadian dollar against the US dollar at October 31, 2009. The Company's ongoing currency exposure relates primarily to expenses and obligations incurred in Canadian dollars, as well as the revaluation of certain Canadian monetary balance sheet amounts. The Company does not currently have any significant foreign exchange derivative instruments outstanding.

Nine Months Ended October 31, 2009 Compared to Nine Months Ended October 31, 2008

CONSOLIDATED NET EARNINGS

The Company recorded a consolidated net loss for the nine months ended October 31, 2009 of $69.8 million or $0.95 per share compared to net earnings of $143.1 million or $2.35 per share for the nine months ended October 31, 2008. Consolidated net loss for the nine months ended October 31, 2009 included a non-cash dilution loss of $34.8 million or $0.47 per share as a result of the investment by Kinross Gold Corporation in HWDLP, which holds the Company's 40% interest in the Diavik Diamond Mine. The consolidated net loss also includes a net foreign exchange loss primarily on future income tax liabilities of $29.5 million or $0.40 per share, compared to a net foreign exchange gain of $54.4 million or $0.89 per share in the comparable period of the prior year.

CONSOLIDATED SALES

Sales for the nine months ended October 31, 2009 totaled $279.2 million, consisting of rough diamond sales of $124.4 million and retail segment sales of $154.8 million. This compares to sales of $490.8 million for the nine months ended October 31, 2008 (rough diamond sales of $277.1 million and retail segment sales of $213.7 million). The Company held five rough diamond sales during the nine months ended October 31, 2009, compared to seven in the comparable period of the prior year. See "Segmented Analysis" on page 9 for additional information.

CONSOLIDATED COST OF SALES AND GROSS MARGIN

The Company's cost of sales for the nine months ended October 31, 2009 was $195.5 million for a gross margin of 30.0% compared to $218.4 million cost of sales and gross margin of 55.5% for the comparable period of the prior year. The Company's cost of sales includes costs associated with mining, rough diamond sorting and retail sales activities. See "Segmented Analysis" on page 9 for additional information.

CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company incurred SG&A expenses of $102.7 million for the nine months ended October 31, 2009, compared to $116.5 million for the nine months ended October 31, 2008.

Included in SG&A expenses for the nine months ended October 31, 2009 are $14.6 million for the mining segment compared to $15.5 million for the comparable period of the prior year and $88.1 million for the retail segment compared to $101.0 million for the comparable period of the prior year. For the retail segment, the decrease was due to an adjustment to incentive-based compensation, reduced advertising and selling expenses, savings from staff reductions and reductions in discretionary spending. See "Segmented Analysis" on page 9 for additional information.

CONSOLIDATED INCOME TAXES

The Company recorded a net income tax recovery of $13.0 million during the nine months ended October 31, 2009, compared to a net income tax expense of $53.2 million in the comparable period of the prior year. The Company's effective income tax rate for the nine months ended October 31, 2009, excluding Harry Winston's retail segment, was 9%, which is based on a statutory income tax rate of 30% adjusted for various items including Northwest Territories mining royalty, impact of foreign exchange, earnings subject to tax different than the statutory rate, impact of income allocated to non-controlling interest and impact of dilution loss.

The Company's functional and reporting currency is US dollars; however, the calculation of income tax expense is based on income in the currency of the country of origin. As such, the Company is continually subject to foreign exchange fluctuations, particularly as the Canadian dollar moves against the US dollar. During the nine months ended October 31, 2009, the Canadian dollar strengthened against the US dollar. As a result, the Company recorded an unrealized foreign exchange loss of $22.2 million on the revaluation of the Company's Canadian dollar denominated future income tax liability. This compares to an unrealized foreign exchange gain of $44.7 million in the comparable period of the prior year. The unrealized foreign exchange loss is not deductible for Canadian income tax purposes.

During the nine months ended October 31, 2009, the Company recorded a non-cash dilution loss of $34.8 million as a result of the investment by Kinross in HWDLP, which holds the Company's 40% interest in the Diavik Diamond Mine. The dilution loss is not deductible for Canadian tax purposes and hence no tax recovery was recorded against the dilution loss. In addition, a certain portion of the Company's loss before income taxes is allocated to Kinross as a result of its investment of an indirect interest in the Diavik Diamond Mine. As a result, the tax impact of the loss allocated to non-controlling interest is recorded as a reconciling item in the tax rate reconciliation.

The rate of income tax payable by Harry Winston Inc. varies by jurisdiction. Net operating losses are available in certain jurisdictions to offset future income taxes payable in such jurisdictions. The net operating losses are scheduled to expire through 2029.

The Company has provided a table below summarizing the movement from the statutory to the effective income tax rate as a percentage of earnings before taxes:

    
    -------------------------------------------------------------------------
                                                    Nine months  Nine months
                                                          ended        ended
                                                     October 31,  October 31,
                                                           2009         2008
    -------------------------------------------------------------------------
    Statutory income tax rate                              30 %         31 %
    Northwest Territories mining royalty
     (net of income tax relief)                             - %          8 %
    Impact of foreign exchange                             (5)%        (11)%
    Earnings subject to tax different
     than statutory rate                                    6 %         (1)%
    Changes in valuation allowance                         (1)%          - %
    Impact of dilution loss                               (12)%          - %
    Impact of loss allocated to
     non-controlling interest                              (2)%          - %
    Assessments and adjustments                            (1)%          1 %
    Other items                                             - %         (1)%
    Effective income tax rate                              15 %         27 %
    -------------------------------------------------------------------------
    

CONSOLIDATED INTEREST AND FINANCING EXPENSES

Interest and financing expenses of $9.1 million were incurred during the nine months ended October 31, 2009 compared to $15.5 million during the comparable period of the prior year. The Company repaid the full amount of $74.2 million of the mining segment's senior secured term and revolving credit facilities with the March 31, 2009 closing of the Kinross transaction.

CONSOLIDATED OTHER INCOME

Other income of $0.5 million was recorded during the nine months ended October 31, 2009 compared to $1.5 million in the comparable period of the prior year.

CONSOLIDATED INSURANCE SETTLEMENT

The Company received the remaining insurance settlement of $3.4 million related to the December 2008 robbery at the Harry Winston Paris salon during the nine months ended October 31, 2009.

CONSOLIDATED DILUTION LOSS

During the nine months ended October 31, 2009, the Company recorded a non-cash dilution loss of $34.8 million as a result of the investment by Kinross in HWDLP, which holds the Company's 40% interest in the Diavik Diamond Mine.

CONSOLIDATED FOREIGN EXCHANGE

A net foreign exchange loss of $29.5 million was recognized during the nine months ended October 31, 2009 compared to a net foreign exchange gain of $54.4 million in the comparable period of the prior year. The current year to date loss relates principally to the revaluation of the Company's Canadian dollar denominated long-term future income tax liability as a result of the strengthening of the Canadian dollar against the US dollar at October 31, 2009. The Company's ongoing currency exposure relates primarily to expenses and obligations incurred in Canadian dollars, as well as the revaluation of certain Canadian monetary balance sheet amounts. The Company does not currently have any significant foreign exchange derivative instruments outstanding.

Segmented Analysis

The operating segments of the Company include mining and retail segments.

Mining

The mining segment includes the production and sale of rough diamonds.

    
    (expressed in thousands of United States dollars)
    (quarterly results are unaudited)

    -------------------------------------------------------------------------
                                2010      2010      2010      2009      2009
                                  Q3        Q2        Q1        Q4        Q3
    -------------------------------------------------------------------------
    Sales                   $ 20,765  $ 45,941  $ 57,690  $ 51,100  $ 90,716
    Cost of sales             20,319    40,049    57,256    34,612    40,617
    -------------------------------------------------------------------------
    Gross margin                 446     5,892       434    16,488    50,099
    Gross margin (%)            2.1%     12.8%      0.8%     32.3%     55.2%
    Selling, general and
     administrative expenses   4,932     4,182     5,503     4,430     3,114
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations             $ (4,486) $  1,710  $ (5,069) $ 12,058  $ 46,985
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                              Nine      Nine
                                                            months    months
                                                             ended     ended
                                2009      2009      2008   Oct. 31,  Oct. 31,
                                  Q2        Q1        Q4      2009      2008
    -------------------------------------------------------------------------
    Sales                   $105,014  $ 81,393  $103,238  $124,396  $277,123
    Cost of sales             32,390    32,150    36,962   117,624   105,157
    -------------------------------------------------------------------------
    Gross margin              72,624    49,243    66,276     6,772   171,966
    Gross margin (%)           69.2%     60.5%     64.2%      5.4%     62.1%
    Selling, general and
     administrative expenses   5,151     7,208     5,663    14,617    15,473
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations             $ 67,473  $ 42,035  $ 60,613  $ (7,845) $156,493
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Three Months Ended October 31, 2009 Compared to Three Months Ended October 31, 2008

MINING SALES

Rough diamond sales for the quarter totaled $20.8 million compared to $90.7 million in the comparable quarter of the prior year resulting from a combination of a 75% decrease in volume of carats sold and a 9% decrease in rough diamond prices. Rough diamond production during the quarter was significantly lower than the comparable quarter due to the Summer Shutdown, which reduced goods available for sale by the Company in the third quarter. The Company held one rough diamond sale in the third quarter compared to three in the comparable quarter of the prior year. Rough diamond prices continued to increase over the second quarter of this year but remain lower than the prices achieved in the comparable quarter of the prior year.

The Company expects that results for its mining segment will continue to fluctuate depending on the seasonality of production at the Diavik Diamond Mine, the number of sales events conducted at each sales location during the quarter, rough diamond prices and the volume, size and quality distribution of rough diamonds delivered from the Diavik Diamond Mine in each quarter.

MINING COST OF SALES AND GROSS MARGIN

The Company's third quarter cost of sales was $20.3 million resulting in a gross margin of 2.1% compared to $40.6 million cost of sales and gross margin of 55.2% in the comparable quarter of the prior year. The decrease in cost of sales reflected lower mining activity resulting from the Summer Shutdown and the completion of only one sale during the quarter. Cost of sales also included a $5.8 million write-down of inventorized costs associated with the Summer Shutdown. The mining gross margin is anticipated to fluctuate between quarters, resulting from variations in the specific mix of product sold during each quarter and rough diamond prices.

A substantial portion of cost of sales is mining operating costs, which are incurred at the Diavik Diamond Mine. Cost of sales also includes sorting costs, which consist of the Company's cost of handling and sorting product in preparation for sales to third parties, and amortization and depreciation, the majority of which is recorded using the unit-of-production method over estimated proven and probable reserves.

MINING SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A expenses for the mining segment increased by $1.8 million from the comparable period of the prior year primarily due to a mark-to-market increase to stock-based compensation resulting from the Company's increased share price.

Nine Months Ended October 31, 2009 Compared to Nine Months Ended October 31, 2008

MINING SALES

Rough diamond sales for the nine months ended October 31, 2009 totaled $124.4 million compared to $277.1 million in the comparable period of the prior year resulting from a combination of a 44% decrease in rough diamond prices and a 20% decrease in volume of carats sold. The Company held five rough diamond sales during the nine months ended October 31, 2009, compared to seven in the comparable period of the prior year. Rough diamond prices have increased significantly over the market lows seen in the first quarter of this year but remain lower than the prices achieved in the comparable period of the prior year. In addition, the Company's achieved prices were particularly low in the first quarter as the sales mix contained a significant proportion of lower value goods carried in inventory from January 31, 2009. Rough diamond production during the nine months ended October 31, 2009 was significantly lower than the comparable period of the prior year due to the Summer Shutdown, which reduced goods available for sale by the Company in the third quarter, as well as a planned decrease in ore production.

The Company expects that results for its mining segment will continue to fluctuate depending on the seasonality of production at the Diavik Diamond Mine, the number of sales events conducted at each sales location during the quarter, rough diamond prices and the volume, size and quality distribution of rough diamonds delivered from the Diavik Diamond Mine in each quarter.

MINING COST OF SALES AND GROSS MARGIN

For the nine months ended October 31, 2009, cost of sales was $117.6 million resulting in a gross margin of 5.4% compared to $105.2 million cost of sales and gross margin of 62.1% in the comparable period of the prior year. The increase in cost of sales, attributable to mining costs, resulted primarily from the costs associated with preparing the A-418 kimberlite pipe for commercial production being capitalized in the first half of the prior year. These same activities have been recorded as direct operating costs in the current year. The gross margin rate was significantly reduced as a result of lower carat production associated with the Summer Shutdown. Also included in cost of sales for the nine months ended October 31, 2009 is a $5.8 million write-down of inventorized costs associated with the Summer Shutdown and $9.8 million related to goods carried in inventory at January 31, 2009, which were sold subsequent to year end. The mining gross margin is anticipated to fluctuate between quarters, resulting from variations in the specific mix of product sold during each quarter and rough diamond prices.

A substantial portion of cost of sales is mining operating costs, which are incurred at the Diavik Diamond Mine. Cost of sales also includes sorting costs, which consist of the Company's cost of handling and sorting product in preparation for sales to third parties, and amortization and depreciation, the majority of which is recorded using the unit-of-production method over estimated proven and probable reserves.

MINING SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A expenses for the mining segment decreased by $0.9 million from the comparable period of the prior year.

Mining Segment Operational Update

Ore production for the third calendar quarter consisted of 0.7 million carats produced from 0.12 million tonnes of ore from the A-154 South kimberlite pipe and 0.1 million carats produced from 0.06 million tonnes of ore from the A-418 kimberlite pipe. Rough diamond production was significantly lower than the third calendar quarter of the prior year as a result of the Summer Shutdown, which greatly reduced the ore throughput to the processing plant. Average grade increased to 4.4 carats per tonne from 3.4 carats per tonne in the prior year. The increase in average grade was primarily driven by a significant increase in the proportion of ore sourced from the A-154 South kimberlite pipe.

During the third calendar quarter, open pit mining and processing of the A-154 South and A-418 kimberlite pipes continued. The Diavik Diamond Mine was shut down from July 14, 2009 to August 24, 2009, inclusive. General upkeep of the open pits and haulage roads was maintained during the Summer Shutdown. Pre-delivery of ore to the processing plant was carried out in preparation for the late-August resumption of production.

    
    HARRY WINSTON DIAMOND LIMITED PARTNERSHIP'S 40% SHARE OF DIAVIK DIAMOND
    MINE PRODUCTION
    (reported on a one-month lag)

    -------------------------------------------------------------------------
                      Three months  Three months   Nine months   Nine months
                             ended         ended         ended         ended
                      September 30, September 30, September 30, September 30,
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    Diamonds recovered
     (000s carats)             331           928         1,614         2,651
    Grade (carats/tonne)      4.43          3.36          4.05          3.59
    -------------------------------------------------------------------------
    

Mining Segment Outlook

The Company's mine plan for calendar 2009 incorporated various production options, including a six-week shutdown at year end. The year-end shutdown, which was originally planned for December 1, 2009 through January 11, 2010, has been cancelled in light of improved market conditions.

The Company plans to hold three rough diamond sales in the fourth quarter (total fiscal 2010 rough diamond sales of eight) compared to two rough diamond sales in the fourth quarter of the prior year (total fiscal 2009 rough diamond sales of nine).

A new mine plan and budget for calendar 2010 is under final review by Rio Tinto plc, the operator of the Diavik Diamond Mine, and the Company. The plan for calendar 2010 foresees Diavik Diamond Mine production of approximately 7.8 million carats from the processing of 2.1 million tonnes of ore.

PRICING

The rough diamond market continues to experience a robust recovery from the extreme market lows seen in the first quarter of the year and pricing has improved significantly. The current tone in the market has encouraged diamond producers to sell-down inventory, but this has not led to lower prices.

PRODUCTION

The estimate for calendar 2009 is unchanged at 1.4 million tonnes of open pit ore mined, the majority of which will come from the A-418 kimberlite pipe, with the remaining production coming from the A-154 South open pit. Total carat production is expected to be approximately 5.5 million carats on a 100% basis.

In calendar 2010, open pit mining from A-418 supplemented by A-154 South is expected to be the primary source of ore. Underground mining is scheduled to commence in the first calendar quarter, with ore sourced mainly from the A-154 South kimberlite pipe. Total open pit ore mined is expected to be 1.4 million tonnes and total underground is expected to be 0.7 million tonnes.

Looking beyond calendar 2010, the objective is to utilize as much of the processing capability with a combination of underground and open pit production. As underground capacity ramps up, open pit production from the A-418 kimberlite pipe will synchronously decline. A new mining technique is under consideration for the potential mining of the A-21 resource. The feasibility of this resource is now under review with the objective that it becomes the supplemental ore source to underground production beyond 2012. In addition, exploration work has identified extensions at depth to the A-418 and A-154 North kimberlite pipes. Extension of production beyond 2022 will be dependent on bringing resources and exploratory tonnages into reserves.

COST OF SALES

Cost of sales for the mining segment for fiscal 2010 is estimated to be approximately $185 million. The Company expects cost of sales in fiscal 2011 to increase to approximately $265 million. This increase is primarily due to the cost of mining open pit synchronously with the high cost start-up phase of underground mining. Of this increase, approximately half is related to an increase in non-cash costs. The Company expects that the cost of sales will decline as the velocity of underground mining increases and open pit waste stripping ends.

CAPITAL EXPENDITURES

HWDLP's portion of capital expenditure for the fiscal year ending January 31, 2010 is expected to be $45 million at an assumed average Canadian/US dollar exchange rate of $0.88, the majority of which is related to underground development. During the first nine months of fiscal 2010, HWDLP's share of capital expenditures was $43 million, of which underground capital expenditures were $38 million. During fiscal 2011, HWDLP's 40% share of the planned capital expenditures is expected to be approximately $54 million at an assumed average Canadian/US dollar exchange rate of $0.95, of which $25 million relates to substantially completing underground development.

Retail

The retail segment includes sales from Harry Winston salons, which are located in prime markets around the world including eight salons in the United States: New York, Beverly Hills, Bal Harbour, Honolulu, Las Vegas, Dallas, Chicago and Costa Mesa; five salons in Japan: Ginza, Roppongi Hills, Osaka, Omotesando and Nagoya; two salons in Europe: Paris and London; and four salons in Asia outside of Japan: Beijing, Taipei, Hong Kong and Singapore.

    
    (expressed in thousands of United States dollars)
    (quarterly results are unaudited)

    -------------------------------------------------------------------------
                                2010      2010      2010      2009      2009
                                  Q3        Q2        Q1        Q4        Q3
    -------------------------------------------------------------------------
    Sales                   $ 54,063  $ 48,835  $ 51,953  $ 67,299  $ 57,907
    Cost of sales             24,908    26,245    26,688    34,296    31,062
    -------------------------------------------------------------------------
    Gross margin              29,155    22,590    25,265    33,003    26,845
    Gross margin (%)           53.9%     46.3%     48.6%     49.0%     46.4%
    Selling, general and
     administrative expenses  29,610    28,198    30,246    34,969    30,884
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations             $   (455) $ (5,608) $ (4,981) $ (1,966) $ (4,039)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                              Nine      Nine
                                                            months    months
                                                             ended     ended
                                2009      2009      2008   Oct. 31,  Oct. 31,
                                  Q2        Q1        Q4      2009      2008
    -------------------------------------------------------------------------
    Sales                   $ 81,105  $ 74,686  $ 84,957  $154,851  $213,698
    Cost of sales             41,152    40,999    46,675    77,841   113,213
    -------------------------------------------------------------------------
    Gross margin              39,953    33,687    38,282    77,010   100,485
    Gross margin (%)           49.3%     45.1%     45.1%     49.7%     47.0%
    Selling, general and
     administrative expenses  34,043    36,077    39,831    88,054   101,004
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations             $  5,910  $ (2,390) $ (1,549) $(11,044) $   (519)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Three Months Ended October 31, 2009 Compared to Three Months Ended October 31, 2008

RETAIL SALES

Sales for the third quarter were $54.0 million compared to $57.9 million for the comparable quarter of the prior year, a decrease of 7%. Sales in Asia increased 53% to $20.2 million, European sales decreased 10% to $21.0 million, and US sales decreased 40% to $12.8 million.

RETAIL COST OF SALES AND GROSS MARGIN

Cost of sales for the retail segment for the third quarter was $24.9 million compared to $31.1 million for the comparable quarter of the prior year. Gross margin for the quarter was $29.2 million or 53.9% compared to $26.8 million or 46.4% for the third quarter of the prior year. Excluding the impact of sales of Harry Winston Inc. pre-acquisition inventory, gross margin for the third quarter and the comparable quarter of the prior year would have been 54.5% and 48.6%, respectively. The increase in gross margin is the result of the product mix sold during the quarter, in particular an increased proportion of higher margin sales in the Asian market and high-end watches.

RETAIL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A expenses decreased to $29.6 million from $30.9 million in the comparable quarter of the prior year. The decrease was due to reduced discretionary spending. SG&A expenses include depreciation and amortization expense of $3.4 million, compared to $3.1 million in the comparable quarter of the prior year.

Nine Months Ended October 31, 2009 Compared to Nine Months Ended October 31, 2008

RETAIL SALES

Sales for the nine months ended October 31, 2009 were $154.8 million compared to $213.7 million for the comparable period of the prior year, a decrease of 28%. Sales in Asia decreased 3% to $50.2 million, European sales decreased 33% to $58.0 million, and US sales decreased 38% to $46.6 million.

RETAIL COST OF SALES AND GROSS MARGIN

Cost of sales for the retail segment for the nine months ended October 31, 2009 was $77.8 million compared to $113.2 million for the comparable period of the prior year. Gross margin for the nine months ended October 31, 2009 was $77.0 million or 49.7% compared to $100.5 million or 47.0% for the comparable period of the prior year. Excluding the impact of sales of Harry Winston Inc. pre-acquisition inventory, gross margin for the nine months ended October 31, 2009 and the comparable period of the prior year would have been 50.5% and 49.2%, respectively.

RETAIL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A expenses decreased to $88.1 million from $101.0 million in the comparable period of the prior year. The decrease was due to an adjustment to incentive-based compensation, reduced advertising and selling expenses, savings from staff reductions and reductions in discretionary spending. SG&A expenses include depreciation and amortization expense of $9.7 million, compared to $9.4 million in the comparable quarter of the prior year.

Retail Segment Operational Update

During the third quarter, the retail segment recorded a 7% decline in sales over the comparable quarter of the prior year. All markets outside of the US have experienced a positive sales trend compared to the same quarter of the prior year. The US market continues to remain subdued with soft consumer demand. The Company successfully introduced the Harry Winston New York Collection, a series of jewelry and timepieces inspired by the glamour and architecture of some of New York's most famous landmarks. Strict cost control measures continue to be a priority. The retail segment operated a network of 19 salons during the quarter.

Retail Segment Outlook

Sales within the third quarter increased sequentially from August to October, an encouraging trend as the retail segment enters the important fourth quarter. Harry Winston Inc. remains cautiously optimistic about the holiday season. Although significant economic challenges remain, the high-end luxury goods market is showing signs of recovery. Harry Winston Inc. is optimistic that its recently introduced New York Collection of jewelry and timepieces will continue to be well received by customers. The Company will continue its cost reduction initiatives and strict controls over inventory purchasing and capital expenditures. The Company believes that the combination of a significantly lower cost structure and the strong Harry Winston brand, with its global profile and concentration on core strengths of craftsmanship and creativity, has positioned the retail segment to deliver a higher level of sustained profitability during the anticipated economic recovery.

Liquidity and Capital Resources

Working Capital

As at October 31, 2009, the Company had unrestricted cash and cash equivalents of $53.8 million and contingency cash collateral and reserves of $0.3 million, compared to $16.7 million and $30.1 million, respectively, at January 31, 2009. The Company had cash on hand and balances with banks of $53.8 million and short-term investments of $nil at October 31, 2009. Total cash resources were impacted by the $150.0 million net investment by Kinross and the subsequent repayment by the Company of the mining segment's $74.2 million senior secured term and revolving credit facilities on March 31, 2009.

During the quarter ended October 31, 2009, the Company reported a use of cash from operations of $16.3 million, compared to a source of cash of $48.3 million in the comparable quarter of the prior year. The current quarter use of cash resulted from a significant reduction in net earnings.

Working capital increased to $297.5 million at October 31, 2009 from $195.1 million at January 31, 2009. During the third quarter, the Company increased accounts receivable by $4.7 million; decreased prepaid expenses and other current assets by $12.5 million; increased inventory by $21.0 million; decreased accounts payable and accrued liabilities by $4.2 million; and decreased income taxes payable by $2.6 million.

The Company's liquidity requirements fluctuate from quarter to quarter depending on, among other factors, the seasonality of production at the Diavik Diamond Mine, seasonality of mine operating expenses, capital expenditure programs, the number of rough diamond sales events conducted during the quarter and the volume, size and quality distribution of rough diamonds delivered from the Diavik Diamond Mine in each quarter, along with the seasonality of sales and salon expansion in the retail segment. The Company's principal working capital needs include investments in inventory, prepaid expenses and other current assets, and accounts payable and income taxes payable.

With the closing of the Kinross transaction and the repayment in full of the mining segment's senior secured credit facilities, the Company assesses liquidity and capital resources on a consolidated basis. The Company's requirements are for cash operating expenses, working capital, contractual debt requirements and capital expenditures. The Company believes that it will generate sufficient liquidity to meet its anticipated requirements for the next 12 months.

Financing Activities

As at October 31, 2009, the Company's main retail subsidiary, Harry Winston Inc., had $151.5 million outstanding on its $250.0 million secured five-year revolving credit facility, which is used to fund salon inventory and capital expenditure requirements. This represents a decrease of $28.1 million from the amount outstanding at January 31, 2009.

Also included in long-term debt of the Company's retail operations is a 25-year loan agreement for CHF 17.5 million ($17.0 million) used to finance the construction of the Company's watch factory in Geneva, Switzerland. At October 31, 2009, $16.1 million was outstanding compared to $14.7 million at January 31, 2009. The bank has a secured interest in the factory building. In addition, the Company has a demand credit facility of CHF 2.0 million ($1.9 million), supported by a $2.0 million standby letter of credit, which is classified as bank advances. At October 31, 2009, $0.8 million was outstanding compared to $0.5 million at January 31, 2009.

Harry Winston Japan, K.K. maintains secured and unsecured credit agreements with three banks amounting to (Yen) 2,050 million ($22.5 million). At October 31, 2009, $22.5 million had been drawn against these facilities and classified as bank advances compared to $23.1 million at January 31, 2009, $5.5 million of which was long term.

At October 31, 2009, $7.5 million was drawn under the Company's revolving financing facility relating to its Belgian subsidiary, Harry Winston Diamond International N.V. No amounts were outstanding under the revolving financing facility for its Indian subsidiary, Harry Winston Diamond (India) Private Limited at October 31, 2009. At January 31, 2009, $18.4 million, $4.7 million and $1.5 million were drawn under the Company's revolving financing facilities relating to Harry Winston Diamond International N.V., Harry Winston Diamond (Israel) Limited and Harry Winston Diamond (India) Private Limited, respectively.

Investing Activities

During the third quarter, the Company purchased capital assets of $7.5 million, of which $6.5 million were purchased for the mining segment and $1.0 million for the retail segment.

Contractual Obligations

The Company has contractual payment obligations with respect to long-term debt and, through its participation in the Joint Venture, future site restoration costs at the Diavik Diamond Mine level. Additionally, at the Joint Venture level, contractual obligations exist with respect to operating purchase obligations, as administered by DDMI, the operator of the mine. In order to maintain its 40% ownership interest in the Diavik Diamond Mine, HWDLP is obligated to fund 40% of the Joint Venture's total expenditures on a monthly basis. HWDLP's current projected share of the planned capital expenditures at the Diavik Diamond Mine, which are not reflected in the table below, including capital expenditures for the calendar years 2010 to 2014, is approximately $150 million assuming a Canadian/US average exchange rate of $0.99 for the five years. The most significant contractual obligations for the ensuing five-year period can be summarized as follows:

    
    CONTRACTUAL OBLIGATIONS

    (expressed in thousands               Less
     of United States                     than      Year      Year     After
     dollars)                  Total    1 year       2-3       4-5   5 years
    -------------------------------------------------------------------------
    Long-term debt(a)(b)    $203,973  $  8,569  $ 16,530  $161,591  $ 17,283
    Environmental and
     participation
     agreements incremental
     commitments(c)           87,682    72,829     2,958     1,146    10,749
    Operating lease
     obligations(d)          104,451    18,787    25,961    19,730    39,973
    Capital lease
     obligations(e)              846       594       252         -         -
    -------------------------------------------------------------------------
    Total contractual
     obligations            $396,952  $100,779  $ 45,701  $182,467  $ 68,005
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (a) Long-term debt presented in the foregoing table includes current and
        long-term portions. Harry Winston Inc. maintains a credit agreement
        with a syndicate of banks for a $250.0 million five-year revolving
        credit facility. There are no scheduled repayments required before
        maturity. At October 31, 2009, $151.1 million had been drawn against
        this secured credit facility, which expires on March 31, 2013.

        Also included in long-term debt of Harry Winston Inc. is a 25-year
        loan agreement for CHF 17.5 million ($17.0 million) used to finance
        the construction of the Company's watch factory in Geneva,
        Switzerland. The loan agreement is comprised of a CHF 3.5 million
        ($3.4 million) loan and a CHF 14.0 million ($13.6 million) loan. The
        CHF 3.5 million loan bears interest at a rate of 3.9% and matures on
        April 22, 2013. The CHF 14.0 million loan bears interest at a rate of
        3.55% and matures on January 31, 2033. At October 31, 2009,
        $16.1 million was outstanding on the loan agreement compared to
        $14.7 million at January 31, 2009. The bank has a secured interest in
        the factory building. In addition, the Company has a demand credit
        facility of CHF 2.0 million ($1.9 million), supported by a
        $2.0 million standby letter of credit, which is classified as bank
        advances. The demand credit facility bears interest at a rate of 5.0%
        per annum. At October 31, 2009, $0.8 million was outstanding,
        compared to $0.5 million at January 31, 2009.

        Harry Winston Japan, K.K. maintains unsecured credit agreements with
        two banks, each amounting to (Yen) 1,475 million ($16.2 million). At
        October 31, 2009, $16.2 million had been drawn against these
        facilities and classified as bank advances. The credit facilities
        amounting to $8.0 million, $2.7 million and $5.5 million, bear
        interest at 1.98%, 2.48% and 2.38%, respectively, and expire on
        December 30, 2009 (extended from November 30, 2009), January 29, 2010
        and June 28, 2010, respectively. Harry Winston Japan, K.K. also
        maintains a secured credit agreement amounting to (Yen) 575 million
        ($6.3 million) classified as bank advances. The facility is secured
        by inventory owned by Harry Winston Japan, K.K., bears interest at
        2.15% and expires on December 18, 2009.

        The Company's first mortgage on real property has scheduled principal
        payments of approximately $0.2 million quarterly, and may be prepaid
        at any time. On October 31, 2009, $7.3 million was outstanding on the
        mortgage payable.

    (b) Interest on long-term debt is calculated at various fixed and
        floating rates. Projected interest payments on the current debt
        outstanding were based on interest rates in effect at October 31,
        2009, and have been included under long-term debt in the table above.
        Interest payments for the next 12 months are approximated to be
        $7.4 million.

    (c) The Joint Venture, under environmental and other agreements, must
        provide funding for the Environmental Monitoring Advisory Board.
        These agreements also state the Joint Venture must provide security
        deposits for the performance by the Joint Venture of its reclamation
        and abandonment obligations under all environmental laws and
        regulations. The operator of the Joint Venture has fulfilled such
        obligations for the security deposits by posting letters of credit of
        which HWDLP's share as at October 31, 2009 was $71.5 million based on
        its 40% ownership interest in the Diavik Diamond Mine. There can be
        no assurance that the operator will continue its practice of posting
        letters of credit in fulfillment of this obligation, in which event
        HWDLP would be required to post its proportionate share of such
        security directly, which would result in additional constraints on
        liquidity. The requirement to post security for the reclamation and
        abandonment obligations may be reduced to the extent of amounts spent
        by the Joint Venture on those activities. The Joint Venture has also
        signed participation agreements with various native groups. These
        agreements are expected to contribute to the social, economic and
        cultural well-being of area Aboriginal bands. The actual cash outlay
        for the Joint Venture's obligations under these agreements is not
        anticipated to occur until later in the life of the Diavik Diamond
        Mine.

    (d) Operating lease obligations represent future minimum annual rentals
        under non-cancellable operating leases for Harry Winston salons,
        office space and long-term leases for property, land, office premises
        and a fuel tank farm for the Diavik Diamond Mine. Harry Winston
        Inc.'s New York salon lease expires on December 17, 2010 with an
        option to renew.

    (e) Capital lease obligations represent future minimum annual rentals
        under non-cancellable capital leases for Harry Winston Inc. retail
        exhibit space.
    

Dividend

On March 19, 2009, the Company announced that it had suspended its dividend for the time being.

Risks and Uncertainties

Harry Winston Diamond Corporation is subject to a number of risks and uncertainties as a result of its operations. In addition to the other information contained in this Management's Discussion and Analysis and the Company's other publicly filed disclosure documents, readers should give careful consideration to the following risks, each of which could have a material adverse effect on the Company's business prospects or financial condition:

Nature of Mining

The operation of the Diavik Diamond Mine is subject to risks inherent in the mining industry, including variations in grade and other geological differences, unexpected problems associated with required water retention dikes, water quality, surface and underground conditions, processing problems, equipment performance, accidents, labour disputes, risks relating to the physical security of the diamonds, force majeure risks and natural disasters. Particularly with underground mining operations, inherent risks include variations in rock structure and strength as it impacts on mining method selection and performance, de-watering and water handling requirements, achieving the required paste backfill strengths and unexpected local ground conditions. Hazards, such as unusual or unexpected rock formations, rock bursts, pressures, collapses, flooding or other conditions, may be encountered during mining. Such risks could result in personal injury or fatality; damage to or destruction of mining properties, processing facilities or equipment; environmental damage; delays, suspensions or permanent reductions in mining production; monetary losses; and possible legal liability.

The Diavik Diamond Mine, because of its remote northern location and access only by winter road or by air, is subject to special climate and transportation risks. These risks include the inability to operate or to operate efficiently during periods of extreme cold, the unavailability of materials and equipment, and increased transportation costs due to the late opening and/or early closure of the winter road. Such factors can add to the cost of mine development, production and operation and/or impair production and mining activities, thereby affecting the Company's profitability.

Nature of Joint Arrangement with DDMI

Harry Winston Diamond Limited Partnership holds an undivided 40% interest in the assets, liabilities and expenses of the Diavik Diamond Mine and the Diavik group of mineral claims. Harry Winston Diamond Limited Partnership is owned 77.5% by the Company and 22.5% by Kinross Gold Corporation. The Diavik Diamond Mine and the exploration and development of the Diavik group of mineral claims is a joint arrangement between DDMI (60%) and HWDLP (40%), and is subject to the risks normally associated with the conduct of joint ventures and similar joint arrangements. These risks include the inability to exert influence over strategic decisions made in respect of the Diavik Diamond Mine and the Diavik group of mineral claims. By virtue of DDMI's 60% interest in the Diavik Diamond Mine, it has a controlling vote in virtually all Joint Venture management decisions respecting the development and operation of the Diavik Diamond Mine and the development of the Diavik group of mineral claims. Accordingly, DDMI is able to determine the timing and scope of future project capital expenditures, and therefore is able to impose capital expenditure requirements on HWDLP that the Company may not have sufficient cash to meet. A failure to meet capital expenditure requirements imposed by DDMI could result in HWDLP's interest in the Diavik Diamond Mine and the Diavik group of mineral claims being diluted.

Agreement with Kinross

Under the amended partnership agreement of HWDLP, the general partner is entitled to request that the partners in the partnership advance funds to the partnership pro rata based on their holdings of partnership units for the purpose of satisfying the partnership's obligations under various contractual commitments, including those deriving from the joint arrangement between DDMI and the partnership. The partners may unanimously determine to fund any cash call by way of a loan rather than equity contribution. If a partner fails to contribute its proportion of funds with respect to a cash call, the non-defaulting partner or partners will have the option, but not the obligation, to fund the defaulting partner's portion of the cash call by way of equity contribution or loan or a combination of the two; provided that if any equity contribution is made, the non-defaulting partner's interest in the partnership will be increased proportionately through the issuance of additional partnership units.

As DDMI, under the joint arrangement between DDMI and the partnership, is able to determine the timing and scope of future project capital expenditures and to impose capital expenditure requirements on the Company that the Company may not have sufficient cash to meet, the Company's interest in HWDLP could be diluted under the amended partnership agreement as a result of a failure by the Company to meet cash call requirements imposed by the amended partnership agreement.

Diamond Prices and Demand for Diamonds

The profitability of the Company is dependent upon production from the Diavik Diamond Mine and on the results of the operations of its retail operations. Each in turn is dependent in significant part upon the worldwide demand for and price of diamonds. Diamond prices fluctuate and are affected by numerous factors beyond the control of the Company, including worldwide economic trends, particularly in the US, Japan, China and India, worldwide levels of diamond discovery and production, and the level of demand for, and discretionary spending on, luxury goods such as diamonds and jewelry. Low or negative growth in the worldwide economy, prolonged credit market disruptions or the occurrence of terrorist or similar activities creating disruptions in economic growth could result in decreased demand for luxury goods such as diamonds and jewelry, thereby negatively affecting the price of diamonds and jewelry. Similarly, a substantial increase in the worldwide level of diamond production or in diamonds available for sale could also negatively affect the price of diamonds. In each case, such developments could materially adversely affect the Company's results of operations.

Cash Flow and Liquidity

The Company's liquidity requirements fluctuate from quarter to quarter depending on, among other factors, the seasonality of production at the Diavik Diamond Mine, seasonality of mine operating expenses, capital expenditure programs, the number of rough diamond sales events conducted during the quarter and the volume, size and quality distribution of rough diamonds delivered from the Diavik Diamond Mine in each quarter, along with the seasonality of sales and salon expansion in the retail segment. The Company's principal working capital needs include investments in inventory, prepaid expenses and other current assets, and accounts payable and income taxes payable. There can be no assurance that the Company will be able to meet each or all of its liquidity requirements. A failure by the Company to meet its liquidity requirements could result in the Company failing to meet its planned development objectives, or in the Company being in default of a contractual obligation, each of which could have a material adverse effect on the Company's business prospects or financial condition.

Economic Environment

The Company's financial results are tied to the global economic environment. The global markets have experienced the impact of a significant US and international economic downturn. This could restrict the Company's growth opportunities both domestically and internationally. Should economic conditions not improve or further deteriorate, the Company could experience revenue pressure across both its business segments and a decrease in the availability of credit, which could have a material adverse effect on the Company's business prospects or financial condition.

Currency Risk

Currency fluctuations may affect the Company's financial performance. Diamonds are sold throughout the world based principally on the US dollar price, and although the Company reports its financial results in US dollars, a majority of the costs and expenses of the Diavik Diamond Mine are incurred in Canadian dollars. Further, the Company has a significant future income tax liability that has been incurred and will be payable in Canadian dollars. The Company's currency exposure relates primarily to expenses and obligations incurred by it in Canadian dollars and, secondarily, to revenues of Harry Winston Inc. in currencies other than the US dollar. The appreciation of the Canadian dollar against the US dollar, and the depreciation of such other currencies against the US dollar, therefore, will increase the expenses of the Diavik Diamond Mine and the amount of the Company's Canadian dollar liabilities relative to the revenue the Company will receive from diamond sales, and will decrease the US dollar revenues received by Harry Winston Inc. From time to time, the Company may use a limited number of derivative financial instruments to manage its foreign currency exposure.

Licences and Permits

The operation of the Diavik Diamond Mine and exploration on the Diavik property requires licences and permits from the Canadian government. The Diavik Diamond Mine Type "A" Water Licence was renewed by the regional Wek'eezhii Land and Water Board to October 31, 2015. While the Company anticipates that DDMI, the operator of the Diavik Diamond Mine, will be able to renew this licence and other necessary permits in the future, there can be no guarantee that DDMI will be able to do so or obtain or maintain all other necessary licences and permits that may be required to maintain the operation of the Diavik Diamond Mine or to further explore and develop the Diavik property.

Regulatory and Environmental Risks

The operation of the Diavik Diamond Mine, exploration activities at the Diavik Project and the manufacturing of jewelry and watches are subject to various laws and regulations governing the protection of the environment, exploration, development, production, taxes, labour standards, occupational health, waste disposal, mine safety, manufacturing safety and other matters. New laws and regulations, amendments to existing laws and regulations, or more stringent implementation or changes in enforcement policies under existing laws and regulations could have a material adverse impact on the Company by increasing costs and/or causing a reduction in levels of production from the Diavik Diamond Mine and in the manufacture of jewelry and watches. As well, as the Company's international operations expand, it or its subsidiaries become subject to laws and regulatory regimes which differ materially from those under which they operate in Canada and the US.

Mining and manufacturing are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mining and manufacturing operations. To the extent that the Company's operations are subject to uninsured environmental liabilities, the payment of such liabilities could have a material adverse effect on the Company.

Climate Change

Canada ratified the Kyoto Protocol to the United Nations Framework Convention on Climate Change in late 2002 and the Kyoto Protocol came into effect in Canada in February 2005. The Canadian government has established a number of policy measures in order to meet its emission reduction guidelines. While the impact of these measures cannot be quantified at this time, the likely effect will be to increase costs for fossil fuels, electricity and transportation; restrict industrial emission levels; impose added costs for emissions in excess of permitted levels and increase costs for monitoring and reporting. Compliance with these initiatives could have a material adverse effect on the Company's results of operations.

Resource and Reserve Estimates

The Company's figures for mineral resources and ore reserves on the Diavik group of mineral claims are estimates, and no assurance can be given that the anticipated carats will be recovered. The estimation of reserves is a subjective process. Forecasts are based on engineering data, projected future rates of production and the timing of future expenditures, all of which are subject to numerous uncertainties and various interpretations. The Company expects that its estimates of reserves will change to reflect updated information. Reserve estimates may be revised upward or downward based on the results of current and future drilling, testing or production levels and on changes in mine design. In addition, market fluctuations in the price of diamonds or increases in the costs to recover diamonds from the Diavik Diamond Mine may render the mining of ore reserves uneconomical.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty that may attach to inferred mineral resources, there is no assurance that mineral resources at the Diavik property will be upgraded to proven and probable ore reserves.

Insurance

The Company's business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, risks relating to the physical security of diamonds and jewelry held as inventory or in transit, changes in the regulatory environment and natural phenomena such as inclement weather conditions. Such occurrences could result in damage to the Diavik Diamond Mine, personal injury or death, environmental damage to the Diavik property, delays in mining, closing of Harry Winston Inc.'s manufacturing facilities or salons, monetary losses and possible legal liability. Although insurance is maintained to protect against certain risks in connection with the Diavik Diamond Mine and the Company's operations, the insurance in place will not cover all potential risks. It may not be possible to maintain insurance to cover insurable risks at economically feasible premiums.

Fuel Costs

The Diavik Diamond Mine's expected fuel needs are purchased periodically during the year for storage, and transported to the mine site by way of the winter road. These costs will increase if transportation by air freight is required due to a shortened "winter road season" or unexpectedly high fuel usage.

The cost of the fuel purchased is based on the then prevailing price and expensed into operating costs on a usage basis. The Diavik Diamond Mine currently has no hedges for its future anticipated fuel consumption.

Reliance on Skilled Employees

Production at the Diavik Diamond Mine is dependent upon the efforts of certain skilled employees of DDMI. The loss of these employees or the inability of DDMI to attract and retain additional skilled employees may adversely affect the level of diamond production from the Diavik Diamond Mine.

The Company's success at marketing rough diamonds and in operating the business of Harry Winston Inc. is dependent on the services of key executives and skilled employees, as well as the continuance of key relationships with certain third parties, such as diamantaires. The loss of these persons or the Company's inability to attract and retain additional skilled employees or to establish and maintain relationships with required third parties may adversely affect its business and future operations in marketing diamonds and in operating its retail segment.

Expansion of the Existing Salon Network

A key component of the Company's retail strategy has been the expansion of its salon network. This strategy requires the Company to make ongoing capital expenditures to build and open new salons, to refurbish existing salons from time to time, and to incur additional operating expenses in order to operate the new salons. To date, much of this expansion has been financed through borrowings by Harry Winston Inc. There can be no assurance that the expansion of the salon network will continue or that the current expansion will prove successful in increasing annual sales or earnings from the retail segment, and the increased debt levels resulting from this expansion could negatively impact the Company's liquidity and its results from operations in the absence of increased sales and earnings.

Competition in the Luxury Jewelry Segment

The Company is exposed to competition in the retail diamond market from other luxury goods, diamond, jewelry and watch retailers. The ability of Harry Winston Inc. to successfully compete with such luxury goods, diamond, jewelry and watch retailers is dependent upon a number of factors, including the ability to source high-end polished diamonds and protect and promote its distinctive brand name and reputation. If Harry Winston Inc. is unable to successfully compete in the luxury jewelry segment, then the Company's results of operations will be adversely affected.

Critical Accounting Estimates

Management is often required to make judgments, assumptions and estimates in the application of Canadian generally accepted accounting principles that have a significant impact on the financial results of the Company. Certain policies are more significant than others and are, therefore, considered critical accounting policies. Accounting policies are considered critical if they rely on a substantial amount of judgment (use of estimates) in their application or if they result from a choice between accounting alternatives and that choice has a material impact on the Company's reported results or financial position. There have been no changes to the Company's critical accounting policies or estimates from those disclosed in the Company's MD&A for its fiscal year ended January 31, 2009.

Changes in Accounting Policies

Goodwill and Intangibles Assets

On February 1, 2008, the CICA issued Handbook Section 3064, "Goodwill and Intangible Assets". This Section establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The Company adopted the new standard effective February 1, 2009. This standard has had no material impact on the consolidated financial statements.

Recently Issued Accounting Standards

Credit Risk and the Fair Value of Financial Assets and Liabilities

In January 2009, the CICA issued EIC-173, "Credit Risk and the Fair Value of Financial Assets and Liabilities". This abstract requires companies to take each counterparty's credit risk into account when measuring the fair value of financial assets and liabilities, including derivatives. The Company applied this EIC for the quarter ended April 30, 2009. This abstract has had no material impact on the consolidated financial statements.

Mining Exploration Costs

In March 2009, the CICA issued EIC-174, "Mining Exploration Costs", which provides guidance on the capitalization of exploration costs related to mining properties and the subsequent impairment review of capitalized exploration costs. The Company applied this EIC for the quarter ended April 30, 2009. This abstract has had no material impact on the consolidated financial statements.

Financial Instruments

In June 2009, the CICA amended Handbook Section 3862, "Financial Instruments - Disclosures", to enhance disclosure requirements for fair value measurement of financial instruments and liquidity risk. The changes are effective for annual financial statements relating to fiscal years ending after September 30, 2009. The Company is currently assessing the impact of this amendment on the consolidated financial statements.

Equity

In August 2009, the CICA amended Section 3251, "Equity". The amendments apply only to entities that have adopted Section 1602, "Non-Controlling Interests". The amendments require separate presentation on the consolidated statements of earnings and comprehensive income of earnings attributable to owners of the Company and those attributable to non-controlling interests. The amendments require that non-controlling interests be presented separately as a component of equity. As the Company has not adopted section 1602, which is mandatory for fiscal years beginning on or after January 1, 2011, the amendments are not applicable to the Company in the interim.

International Financial Reporting Standards ("IFRS")

In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises will be required to adopt IFRS in place of Canadian Generally Accepted Accounting Principles ("GAAP") for financial periods beginning on or after January 1, 2011. Accordingly, commencing February 1, 2011, the Company will convert over to IFRS and prepare its first financial statements in accordance with IFRS for the three-month period ended April 30, 2011, with comparative information also prepared under IFRS.

The conversion project from Canadian GAAP to IFRS is led by finance management, and includes representatives from various areas of the Company as necessary to plan for and achieve a smooth transition. The Company has engaged the services of a third party expert advisor to assist. Regular progress reporting to senior management and to the Audit Committee on the status of the IFRS conversion project is in place. The conversion project consists of three phases:

    
    Assessment Phase - This phase involves a review of accounting differences
    between Canadian GAAP and IFRS; an evaluation of IFRS 1 exemptions for
    first time IFRS adopters; and a high-level impact assessment on systems
    and business processes. This phase was substantially completed during the
    second quarter.

    Design Phase - This phase involves prioritizing and resolving accounting
    treatment issues; quantifying the impact of converting to IFRS; reviewing
    and approving accounting policy choices; performing a detailed impact
    assessment on systems and processes; designing system and business
    process changes; developing IFRS training material; and drafting IFRS
    financial statement content. The Company is currently progressing through
    its design phase activities.

    Implementation Phase - This phase involves changes to systems and
    business processes; determining the opening IFRS transition balance
    sheet; dual accounting under both Canadian GAAP and IFRS; and preparing
    detailed reconciliations of Canadian GAAP to IFRS financial statements.
    

Although the Company's IFRS conversion project consists of three sequential phases, certain aspects of each phase sometimes occur concurrently, resulting in the analysis of certain areas being further developed than in other areas.

EXPECTED ACCOUNTING DIFFERENCES BETWEEN CANADIAN GAAP & IFRS

The following areas have been identified where the accounting differences between Canadian GAAP and existing IFRS may have an impact on the Company's consolidated financial statements. The accounting differences described below should not be regarded as a complete list of areas that may be impacted by the transition to IFRS. Analysis of accounting differences is still in progress, particularly where choices of accounting policies are available.

    
    Property, plant and equipment - Separate accounting for components of
    property, plant and equipment is more vigorously applied and broader
    under IFRS. Costs are allocated to significant parts of an asset if the
    useful lives differ, and each part is then separately depreciated.

    Exploration and evaluation - IFRS 6, "Exploration for and Evaluation of
    Mineral Resources", allows an entity to either develop a new accounting
    policy for exploration and evaluation expenditures consistent with IFRS
    requirements or continue to follow the Company's existing policy.

    Income taxes - Existing IFRS requires the recognition of deferred taxes
    in situations not required under Canadian GAAP. Specifically, a deferred
    tax liability (asset) is recognized for exchange gains and losses
    relating to foreign non-monetary assets and liabilities that are
    remeasured into the functional currency using historical exchange rates.
    Similar timing differences are also recognized for the difference in tax
    bases between jurisdictions as a result of intra-group transfer of
    assets.

    Asset impairment - Under IFRS, assets are tested for impairment either
    individually or within cash generating units. This approach reflects the
    smallest group of assets capable of generating largely independent cash
    inflows, which may differ from asset groups under Canadian GAAP.
    Impairment charges relating to long-lived assets may be more frequent
    under IFRS as the cash flow test for recoverability is based on a one
    step discounted cash flow approach. Impairment under IFRS is recognized
    if the carrying amount exceeds the higher of fair value less cost to
    sell, or value in use. Reversal of impairment charges is required under
    IFRS if the circumstances leading to the impairment have changed.
    

In addition, the International Accounting Standards Board has a number of ongoing projects that could result in the issuance of new IFRS that could affect the ultimate differences between Canadian GAAP and IFRS. In particular, the Company expects that there may be revised IFRS issued and in effect in relation to joint arrangements and income taxes. The Company is monitoring these international accounting developments.

The Company also anticipates a significant increase in disclosure within its consolidated financial statements resulting from the adoption of IFRS and is continuing to assess the level of disclosure required.

FIRST TIME ADOPTION OF IFRS

IFRS 1, "First Time Adoption of International Financial Reporting Standards" ("IFRS 1"), provides mandatory guidance that generally requires full retrospective application of the IFRS and interpretations from the date of transition, February 1, 2010. All material accounting differences leading up to February 1, 2010 between Canadian GAAP and IFRS will be eliminated generally through opening retained earnings at the date of transition. However, IFRS 1 allows certain optional exemptions in the application of particular standards to prior periods in order to assist companies with the transition process. The Company is continuing to evaluate the IFRS 1 optional exemptions available.

At this time, the impact on the Company's financial position and results of operations is not reasonably determinable or estimable for any of the IFRS conversion areas identified. From the perspective of the Company's systems and controls, no significant impact has currently been identified to date.

Outstanding Share Information

As at October 31, 2009

    
    -------------------------------------------------------------------------
    Authorized                                                     Unlimited
    Issued and outstanding shares                                 76,588,592
    Options outstanding                                            3,233,779
    Fully diluted                                                 79,822,371
    -------------------------------------------------------------------------
    

Additional Information

Additional information relating to the Company, including the Company's most recently filed annual information form, can be found on SEDAR at www.sedar.com, and is also available on the Company's website at http://investor.harrywinston.com.

    
                         Consolidated Balance Sheets
              (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

                                                     October 31,  January 31,
                                                           2009         2009
                                                     (unaudited)
    -------------------------------------------------------------------------
    Assets
    Current assets:
      Cash and cash equivalents (note 3)            $    53,846  $    16,735
      Cash collateral and cash reserves (note 3)            287       30,145
      Accounts receivable (note 14)                      22,740       66,980
      Inventory and supplies (note 4)                   346,083      346,235
      Prepaid expenses and other current assets          37,787       48,130
    -------------------------------------------------------------------------
                                                        460,743      508,225
    Mining capital assets                               808,896      800,358
    Retail capital assets                                65,814       68,258
    Intangible assets, net (note 6)                     129,518      130,752
    Other assets                                         16,149       15,644
    Future income tax asset                              54,247       43,338
    -------------------------------------------------------------------------
                                                    $ 1,535,367  $ 1,566,575
                                                   --------------------------
                                                   --------------------------
    Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable and accrued liabilities
       (note 7)                                     $    86,367  $   118,390
      Income taxes payable                               44,871       76,987
      Bank advances                                      30,897       42,621
      Current portion of long-term debt (note 8)          1,153       75,097
    -------------------------------------------------------------------------
                                                        163,288      313,095
    Long-term debt (note 8)                             173,723      205,625
    Future income tax liability                         288,722      303,284
    Other long-term liability                             2,774        1,946
    Future site restoration costs                        40,807       39,506
    Non-controlling interest (note 1)                   178,911          280

    Shareholders' Equity:
      Share capital (note 9)                            426,281      381,541
      Contributed surplus                                17,560       16,079
      Retained earnings                                 213,358      283,177
      Accumulated other comprehensive income (note 7)    29,943       22,042
    -------------------------------------------------------------------------
                                                        687,142      702,839
    Commitments and guarantees (note 10)
    -------------------------------------------------------------------------
                                                    $ 1,535,367  $ 1,566,575
                                                   --------------------------
                                                   --------------------------
    See accompanying notes to consolidated financial statements.



                     Consolidated Statements of Earnings
              (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS,
                    EXCEPT PER SHARE AMOUNTS) (UNAUDITED)

                         Three months Three months  Nine months  Nine months
                                ended        ended        ended        ended
                           October 31,  October 31,  October 31,  October 31,
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------
    Sales                 $    74,828  $   148,623  $   279,247  $   490,821
    Cost of sales              45,227       71,679      195,465      218,370
    -------------------------------------------------------------------------
    Gross margin               29,601       76,944       83,782      272,451
    Selling, general
     and administrative
     expenses                  34,542       33,998      102,671      116,477
    -------------------------------------------------------------------------
    Earnings (loss)
     from operations           (4,941)      42,946      (18,889)     155,974
    -------------------------------------------------------------------------
    Interest and financing
     expenses                  (2,448)      (4,678)      (9,145)     (15,497)
    Other income                   99          407          463        1,468
    Insurance settlement
     (note 14)                    100            -        3,350            -
    Dilution loss (note 15)         -            -      (34,761)           -
    Foreign exchange
     gain (loss)                1,598       48,982      (29,515)      54,438
    -------------------------------------------------------------------------
    Earnings (loss) before
     income taxes              (5,592)      87,657      (88,497)     196,383
    Income tax expense
     - Current                  1,293       23,804        2,487       72,893
    Income tax recovery
     - Future                  (5,514)      (8,119)     (15,489)     (19,688)
    -------------------------------------------------------------------------
    Earnings (loss) before
     non-controlling
     interest                  (1,371)      71,972      (75,495)     143,178
    Non-controlling
     interest (note 1)         (1,157)          81       (5,676)          83
    -------------------------------------------------------------------------
    Net earnings (loss)   $      (214) $    71,891  $   (69,819) $   143,095
                         ----------------------------------------------------
                         ----------------------------------------------------
    Earnings (loss)
     per share
      Basic               $      0.00  $      1.17  $     (0.95) $      2.35
                         ----------------------------------------------------
                         ----------------------------------------------------
      Fully diluted       $      0.00  $      1.17  $     (0.95) $      2.34
                         ----------------------------------------------------
                         ----------------------------------------------------
    Weighted average
     number of shares
     outstanding           76,588,592   61,372,091   73,202,442   60,894,313
                         ----------------------------------------------------
                         ----------------------------------------------------
    See accompanying notes to consolidated financial statements.



               Consolidated Statements of Comprehensive Income
        (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)

                         Three months Three months  Nine months  Nine months
                                ended        ended        ended        ended
                           October 31,  October 31,  October 31,  October 31,
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------
    Net earnings (loss)   $      (214) $    71,891  $   (69,819) $   143,095
    Other comprehensive
     income
      Net gain (loss) on
       translation of net
       foreign operations
       (net of tax - nil)       4,735       (6,281)       8,514       (4,346)
      Change in fair value
       of derivative
       financial
       instruments
       designated as cash
       flow hedges               (613)           -         (613)           -
    -------------------------------------------------------------------------
    Total comprehensive
     income (loss)        $     3,908  $    65,610  $   (61,918) $   138,749
                         ----------------------------------------------------
                         ----------------------------------------------------
    See accompanying notes to consolidated financial statements.



         Consolidated Statements of Changes in Shareholders' Equity
        (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)

                         Three months Three months  Nine months  Nine months
                                ended        ended        ended        ended
                           October 31,  October 31,  October 31,  October 31,
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------
    COMMON SHARES:
    Balance at beginning
     of period            $   426,281  $   381,541  $   381,541  $   305,502
    Issued during the
     period                         -            -       44,740       76,039
    -------------------------------------------------------------------------
    Balance at end of
     period                   426,281      381,541      426,281      381,541
    -------------------------------------------------------------------------
    CONTRIBUTED SURPLUS:
    Balance at beginning
     of period                 17,357       15,906       16,079       15,614
    Stock option expense          203           87        1,481          379
    -------------------------------------------------------------------------
    Balance at end
     of period                 17,560       15,993       17,560       15,993
    -------------------------------------------------------------------------
    RETAINED EARNINGS:
    Balance at beginning
     of period                213,572      290,398      283,177      225,334
    Net earnings (loss)          (214)      71,891      (69,819)     143,095
    Dividends paid                  -       (3,069)           -       (9,209)
    -------------------------------------------------------------------------
    Balance at end
     of period                213,358      359,220      213,358      359,220
    -------------------------------------------------------------------------

    ACCUMULATED OTHER
     COMPREHENSIVE INCOME:
    Balance at beginning
     of period                 25,821       27,147       22,042       25,212
    Other comprehensive
     income
      Net gain (loss) on
       translation of net
       foreign operations
       (net of tax - nil)       4,735       (6,281)       8,514       (4,346)
      Change in fair value
       of derivative
       financial
       instruments
       designated as cash
       flow hedges               (613)           -         (613)           -
    -------------------------------------------------------------------------
    Balance at end
     of period                 29,943       20,866       29,943       20,866
    -------------------------------------------------------------------------
    Total Shareholders'
     Equity               $   687,142  $   777,620  $   687,142  $   777,620
                         ----------------------------------------------------
                         ----------------------------------------------------
    See accompanying notes to consolidated financial statements.



                    Consolidated Statements of Cash Flows
        (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)

                         Three months Three months  Nine months  Nine months
                                ended        ended        ended        ended
                           October 31,  October 31,  October 31,  October 31,
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------
    Cash provided by
     (used in):
    Operating
    Net earnings (loss)   $      (214) $    71,891  $   (69,819) $   143,095
    Items not involving
     cash:
      Amortization and
       accretion               11,208       21,707       45,854       52,440
      Future income
       tax recovery            (5,514)      (8,119)     (15,489)     (19,688)
      Stock-based
       compensation and
       pension expense          1,020          296        2,310          875
      Foreign exchange
       loss (gain)             (1,679)     (51,331)      29,419      (57,582)
      Loss on disposal
       of assets                    -            3            -          491
    Non-controlling
     interest                  (1,157)          81       (5,676)          83
    Dilution loss                   -            -       34,761            -
    Change in non-cash
     operating working
     capital                  (19,977)      13,815      (18,910)       9,144
    -------------------------------------------------------------------------
                              (16,313)      48,343        2,450      128,858
    -------------------------------------------------------------------------
    Financing
    Decrease in long-
     term debt                   (142)     (12,558)        (264)     (39,725)
    Increase (decrease)
     in revolving credit        7,886       (5,530)     (43,959)     174,895
    Repayment of mining
     segment senior secured
     term and revolving
     credit facilities              -            -      (74,160)           -
    Repayment of Harry
     Winston Inc. 2008
     revolving credit
     facility                       -            -            -     (159,109)
    Distribution to Kinross         -            -       (6,750)           -
    Dividends paid                  -       (3,069)           -       (9,209)
    Issue of common shares,
     net of issue costs             -            -       44,740       76,039
    -------------------------------------------------------------------------
                                7,744      (21,157)     (80,393)      42,891
    -------------------------------------------------------------------------
    Investing
    Subscription of
     partnership units              -            -      125,095            -
    Cash collateral and
     cash reserve                   1           46       29,858          358
    Mining capital assets      (6,547)     (38,350)     (43,348)    (168,258)
    Retail capital assets      (1,029)      (1,384)      (2,596)      (9,040)
    Other assets                 (446)           -         (753)          (1)
    -------------------------------------------------------------------------
                               (8,021)     (39,688)     108,256     (176,941)
    -------------------------------------------------------------------------
    Foreign exchange effect
     on cash balances           2,533       (3,278)       6,798       (3,898)
    Increase (decrease)
     in cash and cash
     equivalents              (14,057)     (15,780)      37,111       (9,090)
    Cash and cash
     equivalents, beginning
     of period (note 3)        67,903       56,318       16,735       49,628
    -------------------------------------------------------------------------
    Cash and cash
     equivalents, end
     of period (note 3)   $    53,846  $    40,538  $    53,846  $    40,538
                         ----------------------------------------------------
                         ----------------------------------------------------
    Change in non-cash
     operating working
     capital
    Accounts receivable        (4,709)       2,503       44,465       (2,224)
    Prepaid expenses and
     other current assets      12,548       11,963        7,612       13,497
    Inventory and supplies    (21,042)     (23,027)       4,078      (46,013)
    Accounts payable and
     accrued liabilities       (4,171)      (5,985)     (35,188)       8,850
    Income taxes payable       (2,603)      28,361      (39,877)      35,034
    -------------------------------------------------------------------------
                          $   (19,977) $    13,815  $   (18,910) $     9,144
    -------------------------------------------------------------------------
    Supplemental cash flow
     information
    Cash taxes paid       $     6,304  $    (5,864) $    42,782  $    36,704
    Cash interest paid    $     2,713  $     4,165  $     8,852  $    12,963
    -------------------------------------------------------------------------
    See accompanying notes to consolidated financial statements.



                 Notes to Consolidated Financial Statements

                  OCTOBER 31, 2009 WITH COMPARATIVE FIGURES
           (TABULAR AMOUNTS IN THOUSANDS OF UNITED STATES DOLLARS,
                         EXCEPT AS OTHERWISE NOTED)
    

NOTE 1:

Nature of Operations

Harry Winston Diamond Corporation (the "Company") is a specialist diamond company focusing on the mining and retail segments of the diamond industry.

The Company's most significant asset is an ownership interest in the Diavik group of mineral claims. The Diavik Joint Venture (the "Joint Venture") is an unincorporated joint arrangement between Diavik Diamond Mines Inc. ("DDMI") (60%) and Harry Winston Diamond Limited Partnership ("HWDLP") (40%) where HWDLP holds an undivided 40% ownership interest in the assets, liabilities and expenses. DDMI is the operator of the Diavik Diamond Mine. DDMI and HWDLP are headquartered in Yellowknife, Canada. DDMI is a wholly owned subsidiary of Rio Tinto plc of London, England. As a result of the strategic investment by Kinross Gold Corporation ("Kinross") of Toronto, Canada, described below, HWDLP is 77.5% owned by the Company and 22.5% owned by Kinross. Kinross's 22.5% ownership is reported in the consolidated financial statements as part of non-controlling interest.

On March 31, 2009, Kinross made a net investment of $150.0 million to acquire an indirect interest in the Diavik Diamond Mine and a direct equity stake in the Company. Kinross subscribed for 15.2 million of the Company's treasury shares at a price of $3.00 per share, being approximately 19.9% of the Company's issued equity post the transaction. Kinross also subscribed for new partnership units representing a 22.5% interest in HWDLP, for a net effective subscription value of $103.7 million. With the closing of the Kinross transaction, the Company's economic interest in the Diavik Diamond Mine is 31%.

The Company also owns a 100% interest in Harry Winston Inc., the premier fine jewelry and watch retailer. The results of Harry Winston Inc., located in New York City, US, are consolidated in the financial statements of the Company.

Certain comparative figures have been reclassified to conform with the current year's presentation.

NOTE 2:

Significant Accounting Policies

The interim consolidated financial statements are prepared by management in accordance with accounting principles generally accepted in Canada. The interim consolidated financial statements include the accounts of the Company and all of its subsidiaries as well as its proportionate interest in the assets, liabilities and expenses of joint arrangements. Intercompany transactions and balances have been eliminated.

The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in the Company's Annual Report for the year ended January 31, 2009, since these interim financial statements do not include all disclosures required by Canadian generally accepted accounting principles ("GAAP"). Excluding adoption of the new accounting standards described below, these statements have been prepared following the same accounting policies and methods of computation as the consolidated financial statements for the year ended January 31, 2009.

Adoption of New Accounting Standards and Developments

GOODWILL AND INTANGIBLE ASSETS

On February 1, 2008, the CICA issued Handbook Section 3064, "Goodwill and Intangible Assets". This Section establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The Company adopted the new standard effective February 1, 2009. This standard has had no material impact on the consolidated financial statements.

Recently Issued Accounting Standards

CREDIT RISK AND THE FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

In January 2009, the CICA issued EIC-173, "Credit Risk and the Fair Value of Financial Assets and Liabilities". This abstract requires companies to take each counterparty's credit risk into account when measuring the fair value of financial assets and liabilities, including derivatives. The Company applied this EIC for the quarter ended April 30, 2009. This abstract has had no material impact on the consolidated financial statements.

MINING EXPLORATION COSTS

In March 2009, the CICA issued EIC-174, "Mining Exploration Costs", which provides guidance on the capitalization of exploration costs related to mining properties and the subsequent impairment review of capitalized exploration costs. The Company applied this EIC for the quarter ended April 30, 2009. This abstract has had no material impact on the consolidated financial statements.

FINANCIAL INSTRUMENTS

In June 2009, the CICA amended Handbook Section 3862, "Financial Instruments - Disclosures", to enhance disclosure requirements for fair value measurement of financial instruments and liquidity risk. The changes are effective for annual financial statements relating to fiscal years ending after September 30, 2009. The Company is currently assessing the impact of this amendment on the consolidated financial statements.

EQUITY

In August 2009, the CICA amended Section 3251, "Equity". The amendments apply only to entities that have adopted Section 1602, "Non-Controlling Interests". The amendments require separate presentation on the consolidated statements of earnings and comprehensive income of earnings attributable to owners of the Company and those attributable to non-controlling interests. The amendments require that non-controlling interests be presented separately as a component of equity. As the Company has not adopted section 1602, which is mandatory for fiscal years beginning on or after January 1, 2011, the amendments are not applicable to the Company in the interim.

NOTE 3:

Cash Resources

    
                                                     October 31,  January 31,
                                                           2009         2009
    -------------------------------------------------------------------------
    Cash on hand and balances with banks            $    53,846  $    14,118
    Short-term investments(a)                                 -        2,617
    -------------------------------------------------------------------------
    Total cash and cash equivalents                      53,846       16,735
    Cash collateral and cash reserves                       287       30,145
    -------------------------------------------------------------------------
    Total cash resources                            $    54,133  $    46,880
                                                   --------------------------
                                                   --------------------------

    (a) Short-term investments are held in overnight deposits.
    

Total cash resources were impacted by the $150.0 million net investment by Kinross and the subsequent repayment of the mining segment's senior secured term and revolving credit facilities on March 31, 2009.

NOTE 4:

Inventory and Supplies

    
                                                     October 31,  January 31,
                                                           2009         2009
    -------------------------------------------------------------------------
    Rough diamond inventory                         $    33,406  $    31,872
    Merchandise inventory                               233,378      240,419
    Supplies inventory                                   79,299       73,944
    -------------------------------------------------------------------------
    Total inventory and supplies                    $   346,083  $   346,235
                                                   --------------------------
                                                   --------------------------
    

During the three months ended October 31, 2009, the Company recorded a write-down of $5.8 million on rough diamond inventory ($nil for the three months ended October 31, 2008), which was recorded in cost of sales. During the nine months ended October 31, 2009, the Company recorded a write-down of $9.9 million on rough diamond inventory ($nil for the nine months ended October 31, 2008).

NOTE 5:

Diavik Joint Venture

The following represents Harry Winston Diamond Limited Partnership's 40% proportionate interest in the Joint Venture as at September 30, 2009 and December 31, 2008:

    
                                                     October 31,  January 31,
                                                           2009         2009
    -------------------------------------------------------------------------
    Current assets                                  $    97,028  $   105,612
    Long-term assets                                    765,581      754,886
    Current liabilities                                  25,099       38,808
    Long-term liabilities and participant's account     837,510      821,690
    -------------------------------------------------------------------------


                         Three months Three months  Nine months  Nine months
                                ended        ended        ended        ended
                           October 31,  October 31,  October 31,  October 31,
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------
    Expenses net of
     interest income of
     $0.1 million (2008 -
     interest income of
     $0.1 million)(a)(b)  $    29,511  $    61,168  $   112,079  $   138,798
    Cash flows resulting
     from (used in)
     operating activities     (33,883)     (47,434)     (91,896)    (108,655)
    Cash flows resulting
     from financing
     activities                36,433       68,220      132,030      243,721
    Cash flows resulting
     from (used in)
     investing activities      (1,457)     (31,365)     (40,700)    (146,337)
    -------------------------------------------------------------------------
    (a) The Joint Venture only earns interest income.
    (b) Expenses net of interest income for the nine months ended October 31,
        2009 of $0.3 million (nine months ended October 31, 2008 of
        $0.3 million).
    

The Company is contingently liable for the other participant's portion of the liabilities of the Joint Venture, and to the extent the Company's participating interest has increased because of the failure of the other participant to make a cash contribution when required, the Company would have access to an increased portion of the assets of the Joint Venture to settle these liabilities.

NOTE 6:

Intangible Assets

    
                 Amortization            Accumulated  October 31, January 31,
                    period        Cost   amortization   2009 net    2009 net
    -------------------------------------------------------------------------
    Trademark     indefinite
                     life      $  112,995  $       -  $  112,995  $  112,995
    Drawings      indefinite
                     life          12,365          -      12,365      12,365
    Wholesale
     distribution
     network      120 months        5,575     (2,344)      3,231       3,649
    Store leases   65 to 105
                    months          5,639     (4,712)        927       1,743
    -------------------------------------------------------------------------
    Intangible
     assets                    $  136,574  $  (7,056) $  129,518  $  130,752
                              -----------------------------------------------
                              -----------------------------------------------
    

Amortization expense for the nine months ended October 31, 2009 was $1.2 million ($1.5 million for the nine months ended October 31, 2008).

NOTE 7:

Derivative Financial Instruments

On October 1, 2009, the Company executed an interest rate cash flow hedge on Harry Winston Inc's five-year revolving credit facility in the form of a swap to mitigate the Company's exposure to variability in cash flows for the future interest payments on a designated portion of borrowings on the facility. The interest rate swap qualifies as a hedge. Accordingly, the fair value of the derivative is recorded as an asset or liability on the consolidated balance sheet and the change in the derivative's fair value at the end of each period is recorded in accumulated other comprehensive income. Any gain or loss in fair value relating to the ineffective portion of the hedging relationship is recorded in current earnings. For the nine months ended October 31, 2009, the Company recorded an accumulated other comprehensive loss of $0.6 million. No gain or loss was recorded in earnings as a result of hedge ineffectiveness.

    
                                                            October 31, 2009
    -------------------------------------------------------------------------
                                                              Interest rates
                                                      -----------------------
                                           Notional
                                          principal         Receive      Pay
    -------------------------------------------------------------------------
    Interest     1 year: receive
     rate swap    variable - pay fixed   $  140,000   1-month LIBOR    3.19%
    -------------------------------------------------------------------------
    

NOTE 8:

Long-Term Debt

    
                                                     October 31,  January 31,
                                                           2009         2009
    -------------------------------------------------------------------------
    Mining segment credit facilities                $         -  $    74,107
    Harry Winston Inc. credit facilities                167,612      199,846
    First mortgage on real property                       7,264        6,769
    -------------------------------------------------------------------------
    Total long-term debt                                174,876      280,722
    -------------------------------------------------------------------------
    Less current portion                                 (1,153)     (75,097)
    -------------------------------------------------------------------------
                                                    $   173,723  $   205,625
                                                   --------------------------
                                                   --------------------------
    

On March 31, 2009, with the closing of the Kinross transaction, the Company repaid all amounts outstanding on the mining segment's senior secured term and revolving credit facilities.

NOTE 9:

Share Capital

    
    (a) Authorized
        Unlimited common shares without par value.

    (b) Issued
                                                      Number of
                                                         shares       Amount
        ---------------------------------------------------------------------
        Balance, January 31, 2009                    61,372,092  $   381,541
        SHARES ISSUED FOR:
        Cash                                         15,200,000       44,685
        Cash on exercise of options                      16,500           55
        ---------------------------------------------------------------------
        Balance, October 31, 2009                    76,588,592  $   426,281
                                                   --------------------------
                                                   --------------------------

    (c) Stock Options

        During the nine months ended October 31, 2009, the Company issued
        1,674,000 stock options to officers and employees of the Company and
        its affiliates. These options vested 50% immediately; 25% will vest
        on the first anniversary date and the remaining 25% will vest on the
        second anniversary date of the grant. The maximum term of these
        options is 10 years. The Company estimated the fair value of the
        options granted using the Black-Scholes option pricing model.
        Compensation expense for stock options was $1.5 million for the nine
        months ended October 31, 2009 ($0.4 million for the nine months ended
        October 31, 2008) and is presented as a component of selling, general
        and administrative expenses. The Company used historical exercise
        data to determine the expected term of the options granted.

    (d) RSU and DSU Plans

                                                                   Number of
        RSU                                                            units
        ---------------------------------------------------------------------
        Balance, January 31, 2009                                    108,599
        AWARDS AND PAYOUTS DURING THE PERIOD (NET):
          RSU awards                                                  11,500
          RSU payouts                                                (74,614)
        ---------------------------------------------------------------------
        Balance, October 31, 2009                                     45,485
                                                                -------------
                                                                -------------

                                                                   Number of
        DSU                                                            units
        ---------------------------------------------------------------------
        Balance, January 31, 2009                                    128,988
        AWARDS AND PAYOUTS DURING THE PERIOD (NET):
          DSU awards                                                  59,144
          DSU payouts                                                (15,741)
        ---------------------------------------------------------------------
        Balance, October 31, 2009                                    172,391
                                                                -------------
                                                                -------------


                         Three months Three months  Nine months  Nine months
        Expense                 ended        ended        ended        ended
         (recovery)        October 31,  October 31,  October 31,  October 31,
         for the period          2009         2008         2009         2008
        ---------------------------------------------------------------------
        RSU               $        81  $      (995) $        98  $      (660)
        DSU                       542         (659)         958         (422)
        ---------------------------------------------------------------------
                          $       623  $    (1,654) $     1,056  $    (1,082)
                         ----------------------------------------------------
                         ----------------------------------------------------
    

During the nine months ended October 31, 2009, the Company granted 11,500 RSUs and 59,144 DSUs under an employee and director incentive compensation program, respectively. The RSU and DSU Plans are full value phantom shares that mirror the value of Harry Winston Diamond Corporation's publicly traded common shares.

Grants under the RSU Plan are on a discretionary basis to employees of the Company subject to Board of Director approval or in accordance with employment contracts. Each RSU grant vests on the third anniversary of the grant date, subject to special rules for death and disability. The Company anticipates paying out cash on maturity of RSUs and DSUs.

Only non-executive directors of the Company are eligible for grants under the DSU Plan. Each DSU grant vests immediately on the grant date.

The expenses related to the RSUs and DSUs are accrued based on the price of Harry Winston Diamond Corporation's common shares at the end of the period and on the probability of vesting. This expense is recognized on a straight-line basis over the term of the grant.

NOTE 10:

Commitments and Guarantees

    
    (a) Environmental Agreement

        Through negotiations of environmental and other agreements, the Joint
        Venture must provide funding for the Environmental Monitoring
        Advisory Board. HWDLP's share of this funding requirement is
        $0.2 million for calendar 2009. Further funding will be required in
        future years; however, specific amounts have not yet been determined.
        These agreements also state the Joint Venture must provide security
        deposits for the performance by the Joint Venture of its reclamation
        and abandonment obligations under all environmental laws and
        regulations. HWDLP's share of the letters of credit outstanding
        posted by the operator of the Joint Venture with respect to the
        environmental agreements as at October 31, 2009 was $71.5 million.
        The agreement specifically provides that these funding requirements
        will be reduced by amounts incurred by the Joint Venture on
        reclamation and abandonment activities.

    (b) Participation Agreements

        The Joint Venture has signed participation agreements with various
        native groups. These agreements are expected to contribute to the
        social, economic and cultural well-being of the Aboriginal bands. The
        agreements are each for an initial term of 12 years and shall be
        automatically renewed on terms to be agreed for successive periods of
        six years thereafter until termination. The agreements terminate in
        the event the mine permanently ceases to operate.

    (c) Commitments

        Commitments include the cumulative maximum funding commitments
        secured by letters of credit of the Joint Venture's environmental and
        participation agreements at Harry Winston Diamond Limited
        Partnership's 40% ownership interest, before any reduction of future
        reclamation activities, and future minimum annual rentals under non-
        cancellable operating and capital leases for retail salons, corporate
        office space, and long-term leases for property, land, office
        premises and a fuel tank farm at the Diavik Diamond Mine and are as
        follows:

        2010                                                     $    92,210
        2011                                                          88,683
        2012                                                          87,993
        2013                                                          86,398
        2014                                                          86,791
        Thereafter                                                   127,655
        ---------------------------------------------------------------------
    

NOTE 11:

Employee Benefit Plans

    
                         Three months Three months  Nine months  Nine months
                                ended        ended        ended        ended
    Expenses for           October 31,  October 31,  October 31,  October 31,
     the period                  2009         2008         2009         2008
    -------------------------------------------------------------------------
    Defined benefit
     pension plan -
     Harry Winston
     retail segment       $       466  $       413  $     1,424  $     1,227
    Defined contribution
     plan - Harry Winston
     retail segment               210          235          630          705
    Defined contribution
     plan - Harry Winston
     mining segment                29            -          130          236
    Defined contribution
     plan - Diavik
     Diamond Mine                 190          236          591          733
    -------------------------------------------------------------------------
                          $       895  $       884  $     2,775  $     2,901
                         ----------------------------------------------------
                         ----------------------------------------------------
    

NOTE 12:

Capital Management

As part of the Kinross investment, the Company and Kinross have agreed to certain provisions regarding capital management for a period of two years following closing subject to earlier termination in specified circumstances. During this period, without Kinross' consent not to be unreasonably withheld, the Company has agreed not to incur indebtedness in excess of a specified amount, subject to an exception for indebtedness incurred to finance an acquisition by the Company. In addition, the Company has agreed not to pay dividends and to limit the amount of funding it will provide to the retail segment. The capital management provisions do not in any way limit the Company's ability to issue equity or equity-linked securities subject to compliance with Kinross' pro rata participation right in such equity issuances.

NOTE 13:

Financial Instruments

The Company has various financial instruments comprising cash and cash equivalents, cash collateral and cash reserves, accounts receivable, accounts payable and accrued liabilities, bank advances and long-term debt.

Cash and cash equivalents consist of cash on hand and balances with banks and short-term investments held in overnight deposits with a maturity on acquisition of less than 90 days. Cash and cash equivalents are designated as held-for-trading and are carried at fair value.

The fair value of accounts receivable is determined by the amount of cash anticipated to be received in the normal course of business from the financial asset.

The Company's long-term debt is fully secured; hence the fair value of this instrument at October 31, 2009 is considered to approximate its carrying value.

The fair value of derivative financial instruments included in accounts payable and accrued liabilities is determined using standard valuation techniques with observable market information.

The carrying values of these financial instruments are as follows:

    
                                  October 31, 2009          January 31, 2009
    -------------------------------------------------------------------------
                            Estimated     Carrying    Estimated     Carrying
                           fair value        value   fair value        value
    -------------------------------------------------------------------------
    FINANCIAL ASSETS:
      Cash and cash
       equivalents        $    53,846  $    53,846  $    16,735  $    16,735
      Cash collateral
       and cash reserves          287          287       30,145       30,145
      Accounts receivable      22,740       22,740       66,980       66,980
    -------------------------------------------------------------------------
                          $    76,873  $    76,873  $   113,860  $   113,860
                         ----------------------------------------------------
                         ----------------------------------------------------
    FINANCIAL LIABILITIES:
      Accounts payable
       and accrued
       liabilities        $    86,367  $    85,754  $   118,390  $   118,390
      Bank advances            30,897       30,897       42,621       42,621
      Long-term debt          174,876      174,876      280,722      280,722
    -------------------------------------------------------------------------
                          $   292,140  $   291,527  $   441,733  $   441,733
                         ----------------------------------------------------
                         ----------------------------------------------------
    

NOTE 14:

Insurance Settlement

In December 2008, approximately $31.7 million in Company-owned and consigned retail inventory at cost was stolen during a second robbery at the Harry Winston Paris salon. Included in accounts receivable at January 31, 2009 is a $48.4 million receivable relating to the insurance settlement that was received in February 2009. The $3.3 million balance of the insurance claim was also received during the first quarter.

NOTE 15:

Dilution Loss

The Company recorded a non-cash dilution loss of $34.8 million with respect to the investment by Kinross of an indirect interest in the Diavik Diamond Mine.

NOTE 16:

Segmented Information

The Company operates in two segments within the diamond industry, mining and retail, for the three months ended October 31, 2009.

The mining segment consists of the Company's rough diamond business. This business includes the 40% ownership interest in the Diavik group of mineral claims and the sale of rough diamonds in the market-place.

The retail segment consists of the Company's ownership in Harry Winston Inc. This segment consists of the marketing of fine jewelry and watches on a worldwide basis.

    
    For the three months ended
     October 31, 2009                       Mining       Retail        Total
    -------------------------------------------------------------------------
    Sales
      Canada                           $    20,765  $         -  $    20,765
      United States                              -       12,847       12,847
      Europe                                     -       20,987       20,987
      Asia                                       -       20,229       20,229
    Cost of sales                           20,319       24,908       45,227
    -------------------------------------------------------------------------
    Gross margin                               446       29,155       29,601
    Gross margin (%)                          2.1%        53.9%        39.6%
    Selling, general and
     administrative expenses                 4,932       29,610       34,542
    -------------------------------------------------------------------------
    Loss from operations                    (4,486)        (455)      (4,941)
    -------------------------------------------------------------------------
    Interest and financing expenses           (702)      (1,746)      (2,448)
    Other income                                92            7           99
    Insurance proceeds                           -          100          100
    Foreign exchange gain                    1,551           47        1,598
    -------------------------------------------------------------------------
    Segmented loss before income taxes $    (3,545) $    (2,047) $    (5,592)
                                      ---------------------------------------
                                      ---------------------------------------

    Segmented assets as at
     October 31, 2009
      Canada                           $   972,604  $         -  $   972,604
      United States                              -      371,109      371,109
      Other foreign countries               23,194      168,460      191,654
    -------------------------------------------------------------------------
                                       $   995,798  $   539,569  $ 1,535,367
    -------------------------------------------------------------------------
    Capital expenditures               $     6,547  $     1,029  $     7,576
    OTHER SIGNIFICANT NON-CASH ITEMS:
      Income tax recovery              $    (4,192) $    (1,322) $    (5,514)
      Amortization and accretion       $     7,845  $     3,363  $    11,208
    -------------------------------------------------------------------------
    

Sales to three significant customers in the mining segment totaled $4.4 million for the three months ended October 31, 2009 ($13.3 million for the three months ended October 31, 2008 for the same three significant customers).

    
    For the three months ended
     October 31, 2008                       Mining       Retail        Total
    -------------------------------------------------------------------------
    Sales
      Canada                           $    90,716  $         -  $    90,716
      United States                              -       21,278       21,278
      Europe                                     -       23,433       23,433
      Asia                                       -       13,196       13,196
    Cost of sales                           40,617       31,062       71,679
    -------------------------------------------------------------------------
    Gross margin                            50,099       26,845       76,944
    Gross margin (%)                         55.2%        46.4%        51.8%
    Selling, general and
     administrative expenses                 3,114       30,884       33,998
    -------------------------------------------------------------------------
    Earnings (loss) from operations         46,985       (4,039)      42,946
    -------------------------------------------------------------------------
    Interest and financing expenses         (1,898)      (2,780)      (4,678)
    Other income                               303          104          407
    Foreign exchange gain (loss)            49,592         (610)      48,982
    -------------------------------------------------------------------------
    Segmented earnings (loss)
     before income taxes               $    94,982  $    (7,325) $    87,657
                                      ---------------------------------------
                                      ---------------------------------------
    Segmented assets as at
     October 31, 2008
      Canada                           $   981,791  $         -  $   981,791
      United States                              -      469,130      469,130
      Other foreign countries               33,108      160,930      194,038
    -------------------------------------------------------------------------
                                       $ 1,014,899  $   630,060  $ 1,644,959
    -------------------------------------------------------------------------
    Goodwill as at October 31, 2008    $         -  $    93,780  $    93,780
    Capital expenditures               $    38,350  $     1,384  $    39,734
    OTHER SIGNIFICANT NON-CASH ITEMS:
      Income tax recovery              $    (5,662) $    (2,457) $    (8,119)
      Amortization and accretion       $    18,611  $     3,096  $    21,707
    -------------------------------------------------------------------------


    For the nine months ended
     October 31, 2009                       Mining       Retail        Total
    -------------------------------------------------------------------------
    Sales
      Canada                           $   124,396  $         -  $   124,396
      United States                              -       46,657       46,657
      Europe                                     -       58,000       58,000
      Asia                                       -       50,194       50,194
    Cost of sales                          117,624       77,841      195,465
    -------------------------------------------------------------------------
    Gross margin                             6,772       77,010       83,782
    Gross margin (%)                          5.4%        49.7%        30.0%
    Selling, general and
     administrative expenses                14,617       88,054      102,671
    -------------------------------------------------------------------------
    Loss from operations                    (7,845)     (11,044)     (18,889)
    -------------------------------------------------------------------------
    Interest and financing expenses         (3,115)      (6,030)      (9,145)
    Other income                               432           31          463
    Insurance settlement                         -        3,350        3,350
    Dilution loss                          (34,761)           -      (34,761)
    Foreign exchange gain (loss)           (31,045)       1,530      (29,515)
    -------------------------------------------------------------------------
    Segmented loss before
     income taxes                      $   (76,334) $   (12,163) $   (88,497)
                                      ---------------------------------------
                                      ---------------------------------------
    Segmented assets as at
     October 31, 2009
      Canada                           $   972,604  $         -  $   972,604
      United States                              -      371,109      371,109
      Other foreign countries               23,194      168,460      191,654
    -------------------------------------------------------------------------
                                       $   995,798  $   539,569  $ 1,535,367
    -------------------------------------------------------------------------
    Capital expenditures               $    43,348  $     2,596  $    45,944
    OTHER SIGNIFICANT NON-CASH ITEMS:
      Income tax recovery              $    (9,044) $    (6,445) $   (15,489)
      Amortization and accretion       $    36,178  $     9,676  $    45,854
    -------------------------------------------------------------------------
    

Sales to three significant customers in the mining segment totaled $52.3 million for the nine months ended October 31, 2009 ($34.6 million for the nine months ended October 31, 2008 for the same three significant customers).

    
    For the nine months ended
     October 31, 2008                       Mining       Retail        Total
    -------------------------------------------------------------------------
    Sales
      Canada                           $   277,123  $         -  $   277,123
      United States                              -       75,188       75,188
      Europe                                     -       86,699       86,669
      Asia                                       -       51,811       51,811
    Cost of sales                          105,157      113,213      218,370
    -------------------------------------------------------------------------
    Gross margin                           171,966      100,485      272,451
    Gross margin (%)                         62.1%        47.0%        55.5%
    Selling, general and
     administrative expenses                15,473      101,004      116,477
    -------------------------------------------------------------------------
    Earnings (loss) from operations        156,493         (519)     155,974
    -------------------------------------------------------------------------
    Interest and financing expenses         (7,025)      (8,472)     (15,497)
    Other income (expense)                   1,751         (283)       1,468
    Foreign exchange gain (loss)            54,853         (415)      54,438
    -------------------------------------------------------------------------
    Segmented earnings (loss)
     before income taxes               $   206,072  $    (9,689) $   196,383
                                      ---------------------------------------
                                      ---------------------------------------
    Segmented assets as at
     October 31, 2008
      Canada                           $   981,791  $         -  $   981,791
      United States                              -      469,130      469,130
      Other foreign countries               33,108      160,930      194,038
    -------------------------------------------------------------------------
                                       $ 1,014,899  $   630,060  $ 1,644,959
    -------------------------------------------------------------------------
    Goodwill as at October 31, 2008    $         -  $    93,780  $    93,780
    Capital expenditures               $   168,258  $     9,040  $   177,298
    OTHER SIGNIFICANT NON-CASH ITEMS:
      Income tax recovery              $   (15,401) $    (4,287) $   (19,688)
      Amortization and accretion       $    43,039  $     9,401  $    52,440
    -------------------------------------------------------------------------
    

%SEDAR: 00003786E

SOURCE Dominion Diamond Corporation

For further information: For further information: Kelley Stamm, Manager, Investor Relations, (416) 362-2237 ext 223 or kstamm@harrywinston.com

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Dominion Diamond Corporation

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