Signet Jewelers Limited 8K and Zale Corporation Announce Definitive | SIG 19 Feb 14

Combining Two of Today’s Leading Jewelry Retailers

Investor Presentation

February 19, 2014

Exhibit 99.2

Safe Harbor for

Forward-Looking Statements

Statements in this presentation regarding the proposed transaction, the expected timetable for completing the proposed

transaction, future financial and operating results, future capital structure and liquidity, benefits and synergies of the

proposed transaction, future opportunities for the combined company, general business outlook and any other statements

about the future expectations, beliefs, goals, plans or prospects of the board or management of Signet or Zale constitute

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that

are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,”

“estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and other similar

expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual

results or events to differ materially from those indicated by such forward-looking statements, including: the ability to

consummate the proposed transaction; the ability to obtain requisite regulatory approval without conditions, the ability to

obtain Zale stockholder approval and the satisfaction of the other conditions to the consummation of the proposed

transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships,

including with employees, suppliers, customers and competitors, and any related impact on integration and anticipated

synergies; and the other factors and financial, operational and legal risks or uncertainties described in Signet’s and Zale’s

Annual Reports on Form 10-K for the years ended February 2, 2013 and July 31, 2013, respectively. Signet and Zale

disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments

occurring after the date of this document except as required by law.

In addition, please refer to the documents that Signet and Zale, respectively, file with the SEC on Forms 10-K, 10-Q and

8-K. These filings identify and address other important factors that could cause Signet’s and Zale’s respective operational

and other results to differ materially from those contained in the forward-looking statements set forth in this document.

Combining Two of Today’s Leading

Jewelry Retailers

Based

fiscal

year

2013.

Signet

fiscal

year

end

was

02/02/13

and

Zale

fiscal

year

end

was

07/31/13.

FY 2013

Revenue

$3,983 million

$1,888 million

FY 2013

EBITDA

$660 million

$68 million

1,954

1,694

Number of retail brands

Major retail brands

Geographic footprint

United States and United Kingdom

United States and Canada

Store

formats

Complementary

presence

different

store

formats

including

mall

formats,

off-mall

locations

and

neighborhood power centers

Company overview

Largest specialty jeweler in the U.S. and

U.K.

leading specialty retailer of fine jewelry in the U.S.

and #1 retailer

of fine jewelry in Canada

Employees

17,877

11,900

Number

retail

stores

FYE

2013

Signet is the #1 Specialty Jeweler in

the U.S. & U.K.

Note: Sales for Fiscal 2013. Estimated store numbers

Fiscal 2014-end.

H.Samuel

#1 in U.K.

Sales: ~$0.4 billion

Stores: 304

Ernest Jones

#2 in U.K.

Sales: ~$0.3 billion

Stores: 179

Kay Jewelers

#1 Jewelry store in U.S.

Sales: ~$2.0 billion

Stores: 1,057 in 50 states

Jared The Galleria Of Jewelry

#1 U.S. Off-Mall Specialty

Jeweler

Sales: ~$1.0 billion

Stores: 205 in 39 states

The Addition of Zale Complements

Signet’s Core Growth Strategies

Maximize

Mid-Market

Build upon existing growth strategies

Increase innovation and testing to drive merchandise initiatives

Explore and expand through formats, locations, product mix, field training and

marketing

Stay true to brand heritage while adapting to meet emerging needs

Build upon our service and custom jewelry capabilities

Be Best In Bridal

Approximately 50% of sales generated from bridal businesses

Dedication to superior customer service to drive long-term customer

relationships

Leading branded diamond programs supported by targeted marketing

advertising

Strategic diamond sourcing initiative

Offer Best-in-Class

Multichannel

Experience

Successfully integrate digital platform to drive overall eCommerce performance

and support our physical channels of distribution

Combined digital business of both companies approaching $300 million

Improve web-based functionality such as eCommerce, social media, search

engine optimization, on-line education, digital advertising, email, and mobile

customer targeting; creating a best-in-class digital ecosystem

Expand Geographic

Footprint

#1 specialty jeweler in Canada; as well as the U.S. and the U.K.

Cross-collaboration among countries creates a global platform to support

existing and possible future geographic expansion

Companies that build from core strengths create sustained value

Complementary Strengths Align to

Drive Future Growth

Maximize

Mid-market

Iconic retail brands in U.S. & U.K.

Successful development and growth of

branded, differentiated and exclusive

merchandise (e.g. Tolkowsky, Neil Lane)

Successful development and growth

of branded, differentiated and

exclusive merchandise (e.g. Vera Wang,

Celebration Diamond)

Strong, fast-growing digital business.

Complementary kiosk formats

Opportunity to continue optimization of

real estate portfolio

Be Best in Bridal

Expand Geographic

Footprint

Offer Best-in-class

Multichannel Experience

Iconic retail brands in U.S. & Canada

Turnaround plan well-executed by a

strong management team

Strong free cash flow generation

provides financial and capital

structure flexibility

Experienced management team

with consistently strong financial

performance record

Strong, fast-growing digital business

Best-in-class store execution and

customer service / experience

High quality, diversified store base driven

by disciplined real estate evaluation criteria

Return to profitability

Delivers Scale &

Geographic Expansion

Broadens geographical footprint with Zale’s locations across the United States and

Canada

Allows Signet to significantly expand into Canada via Peoples Jewellers, the #1 specialty

fine jeweler in Canada with 146 locations

A Compelling Value Proposition

Enhances Retail

Awareness Through

Additional

Complementary Banners

Zale is a value-oriented jeweler targeting the mid-market, which complements Kay and

Jared’s strategy

Signet intends to maintain the Zales brand

Strengthens Portfolio of

Leading Exclusive

Brands to Drive Future

Growth

Growing mix of exclusive brands with ability to cross-sell, expanding access to customers

Access to additional exclusive bridal designs and brands (e.g. Vera Wang), which has and

will continue to fuel growth

Opportunity to Leverage

on Mutual Expertise to

Drive Profitability

Significant opportunity to leverage a "best-in-class" operation plan built to lower costs,

expand sales opportunities and improve customer experience

Benefit from leveraging proprietary software & processes and expansion of repair services

Zale leadership team will drive the Zales North America proprietary store brand

Brings Additional and

Complementary

Management Talent and

Experience

Zale management has completed a multi-year turnaround program, which was launched in

2010 and has driven sales and returned Zale to profitability

Signet is the ideal partner to allow Zale to accelerate on this successful trajectory

Track

record

successful

acquisition

integration

and

execution

Signet

Business and Channel

Mix

Complementary formats and channel mix between Signet and Zale through malls, off-

malls, digital platforms and kiosks

The Combination Creates a More

Diversified Retailer…

Existing retail footprint as of 11/02/13 for Signet and as of 12/31/13 for Zale

Signet:

1,974

stores

Pro forma: 3,653 stores

Zale:

1,679

stores

Canada: 0

U.S.: 1,478

U.K. & Ireland: 496

Canada: 199

U.S.: 1,480

U.K. & Ireland: 0

Canada: 199

U.S.: 2,958

U.K. & Ireland: 496

Global

footprint

Breakdown

geography

Breakdown

format

1,974

1,679

3,653

624

3,029

624

1,055

Signet

Zale

Pro forma

Retail stores

Kiosks

U.S.

75%

U.K.

25%

U.S.

88%

Canada

12%

U.S.

81%

U.K.

14%

Canada

…

With an Expanded Portfolio of

Attractive, Differentiated and Exclusive

Brands to Drive Future Growth

For Zale corporation: as % of fine jewelry sales

Earliest reported date for exclusive brands sales

19.0%

27.4%

Jan-10

Jan-13

8.0%

11.0%

Jul-12

Jul-13

Key

exclusive

brands

Exclusive

brands as %

of sales¹

Transaction Summary

$21.00 per Zale share all cash offer, implying ~$1.4 billion enterprise value for

Zale

Represents

LTM

Oct-13

Adjusted

EBITDA

multiple

7.4x

J.P.

Morgan

has

provided

new

underwritten

term

loan

facility

and

bridge

financing commitment

Strong combined financial profile allows for an all cash transaction with the

expectation to achieve investment grade rating

Golden Gate has entered into a voting support agreement

Structure and

Consideration

~$6.2

billion

LTM

Oct-13

revenue

Combined Financial

Metrics

The transaction is expected to generate approximately $100 million in annual

growth and cost synergies within three fiscal years after closing

In the first full fiscal year after close, we expect the transaction to be high

single-digit percentage accretive

to earnings per share

Compelling Financial

Impact

Approvals and Closing

Transaction approved by boards of directors of both companies

Subject to Zale stockholder approval

Subject to customary closing conditions and regulatory approvals

Expected to close within 2014

Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude charges related to store closures

Last

twelve

month

(LTM

Oct-13)

based

Signet

LTM

11/02/13

and

Zale

10/31/13,

pro

forma

for

projected

impact

synergies

and

benefit

from

ADS

contract,

excluding

any

costs

achieve

and

deal

related expenses

Last twelve month (LTM Oct-13) based on Signet LTM as of 11/02/13 and Zale as of 10/31/13

Excluding one-time transaction costs and acquisition accounting adjustments

Standalone Signet

Pro Forma Signet

Additional distribution points

and geographic reach provide

solid platform for top line

growth

Operating efficiencies will drive

margin and expense reduction

opportunities and drive value

creation

Revenue ($ billion)

EBITDA ($ million)

Standalone Signet

Pro Forma Signet

$3.3

$3.4

$3.7

$4.0

$6.2

Jan-09

Jan-10

Jan-11

Jan-12

Jan-13

Pro forma LTM

Oct-2013

$330

$373

$470

$600

$660

$745

Jan-09

Jan-10

Jan-11

Jan-12

Jan-13

Pro forma LTM

Oct-2013

Combined Financial Overview

Last twelve months (LTM) based on Signet LTM as of 11/2/13 and Zale as of 10/31/13

Excludes goodwill and relisting costs

Overview of Synergies

Supply Chain / Purchasing

Signet’s manufacturing knowledge, buying processes, and

proprietary systems in partnership with Zale’s team will accelerate

and ensure gross margin improvement.

Inventory management processes will improve inventory utilization

and turn

Expense Reduction

“Best practice”

sharing will improve the cost and efficiency of

operations and advertising buys

Overhead will be optimized while strengthening the infrastructure to

support growth of the Zales brand

Estimated $100 Million Synergy Potential Provides Opportunity for

Substantial Value Creation

Service Capabilities and

Brand Cross-Selling

Opportunities to expand distribution of current brands and new brand

concepts will be created.

Signet’s repair and custom design business processes will be utilized

to improve performance.

Additional Business Benefits

Credit Optimization

The Alliance Data System agreement will improve Zales credit

offering and lower the cost of credit

Enhanced

credit

approval

rates,

strengthened

lifecycle

marketing

and

improved in-store credit presentation.

Store rationalization continues

Increasing real estate productivity via portfolio optimization, exclusive

merchandise, service expansion, credit and store infrastructure

investment

Real Estate Optimization

Financing and Capital Structure

Expected financing includes a combination of:

Significant accounts receivable securitization

Bank debt

Other debt financing

J.P. Morgan has committed to provide financing for the

Company expected to achieve investment grade rating post

transaction

transaction given strong cash flow generation and projected

earnings growth

Transaction Strengthens Signet’s

Foundations and

Unlocks New Growth Opportunities

We are going to invest in and grow the Zales brand

Maintain Zales as a stand alone brand, within the Signet portfolio of brands

Optimize

marketing

and

promotional

spend

Zales

drive

brand

recognition

and

sales

Invest in store remodels and IT infrastructure to drive sales and enhance long term margin profile

Invest in new store development to optimize the network

There are significant synergies and growth opportunities

Revenue opportunities through cross selling and new business development

Operational efficiencies and best practice sharing

Reduction in overhead duplicative expenses

Enhanced customer experience

Strong liquidity position and disciplined approach to capital structure and allocation

Combined cash flow will allow for sustained deleveraging

Important Additional Information Will Be

Filed With The SEC

Zale Corporation plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its

stockholders a Proxy Statement in connection with the proposed transaction. The Proxy Statement will

contain important information about Signet, Zale, the proposed transaction and related matters.

Additionally, Signet and Zale will file other relevant materials in connection with the proposed transaction

pursuant to the terms of an Agreement and Plan of Merger by and among, Signet, Carat Merger Sub,

Inc., a wholly owned subsidiary of Signet, and Zale. INVESTORS AND SECURITY HOLDERS ARE

URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY

WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATON ABOUT

THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other

documents filed with the SEC by Zale through the web site maintained by the SEC at www.sec.gov or by

phone, email or written request by contacting Zale at the following: : Zale Investor Relations, 901 W.

Walnut Hill Lane, Irving, TX 75038-1003, or by phone 972-580-4391, or by email

PARTICIPANTS IN THE SOLICITATION

Signet, Zale and their respective directors, executive officers and other members of management and

employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from

stockholders of Zale in favor of the proposed transaction. Information regarding the persons who may,

under the rules of the SEC, be considered participants in the solicitation of the stockholders of Zale in

connection with the proposed transaction, and their direct or indirect interests, by security holdings or

otherwise, which may be different from those of Zale’s stockholders generally, will be set forth in the

Proxy Statement and the other relevant documents to be filed with the SEC. Information concerning the

interests of Zale’s participants in the solicitation, which may, in some cases, be different than those of

Zale’s stockholders generally, is set forth in the materials filed by Zale with the SEC, and will be set forth

in the Proxy Statement relating to the proposed transaction when it becomes available.

ir@zalecorp.com

Signet Jewelers Limited (SIG) 8-KSignet Jewelers Limited and Zale Corporation Announce Definitive