EX-99.2 3 d678477dex992.htm EX-99.2 EX-99.2
1
Combining Two of Today’s Leading Jewelry Retailers
Investor Presentation
February 19, 2014
Exhibit 99.2


2
Safe Harbor for
Safe Harbor for
Forward-Looking Statements
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.


3
Combining Two of Today’s Leading
Combining Two of Today’s Leading
Jewelry Retailers
Jewelry Retailers
1
Based
on
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
17
6
Major retail brands
Geographic footprint
United States and United Kingdom
United States and Canada
Store
formats
Complementary
presence
in
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.
A
leading specialty retailer of fine jewelry in the U.S.
and #1 retailer
of fine jewelry in Canada
Employees
17,877
11,900
1
1
Number
of
retail
stores
as
of
FYE
2013
1


4
Signet is the #1 Specialty Jeweler in
Signet is the #1 Specialty Jeweler in
the U.S. & U.K.
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


5
The Addition of Zale Complements
The Addition of Zale Complements
Signet’s Core Growth Strategies
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
Complementary Strengths Align to
Drive Future Growth
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
11
6


7
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
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
of
successful
acquisition
integration
and
execution
at
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
The Combination Creates a More
Diversified Retailer…
Diversified Retailer…
1
Existing retail footprint as of 11/02/13 for Signet and as of 12/31/13 for Zale
Signet:
1,974
stores
1
Pro forma: 3,653 stores
Zale:
1,679
stores
1
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
by
geography
Breakdown
by
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
5%
8


With an Expanded Portfolio of
With an Expanded Portfolio of
Attractive, Differentiated and Exclusive
Attractive, Differentiated and Exclusive
Brands to Drive Future Growth
Brands to Drive Future Growth
1
For Zale corporation: as % of fine jewelry sales
2
Earliest reported date for exclusive brands sales
9
19.0%
27.4%
Jan-10
Jan-13
8.0%
11.0%
Jul-12
Jul-13
2
Key
exclusive
brands
Exclusive
brands as %
of sales¹


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Transaction Summary
Transaction Summary
$21.00 per Zale share all cash offer, implying ~$1.4 billion enterprise value for
Zale
Represents
EV
/
LTM
Oct-13
Adjusted
EBITDA
1
multiple
of
7.4x
2
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
in
LTM
Oct-13
revenue
3
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
4
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
1
Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude charges related to store closures
2
Last
twelve
month
(LTM
Oct-13)
based
on
Signet
LTM
as
of
11/02/13
and
Zale
as
of
10/31/13,
pro
forma
for
projected
impact
of
synergies
and
benefit
from
ADS
contract,
excluding
any
costs
to
achieve
and
deal
related expenses
3
Last twelve month (LTM Oct-13) based on Signet LTM as of 11/02/13 and Zale as of 10/31/13
4
Excluding one-time transaction costs and acquisition accounting adjustments


11
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
$3.3
$3.4
$3.7
$4.0
$6.2
Jan-09
Jan-10
Jan-11
Jan-12
Jan-13
Pro forma LTM
Oct-2013
¹
$330
$373
$470
$600
$660
$745
Jan-09
²
Jan-10
Jan-11
Jan-12
Jan-13
Pro forma LTM
Oct-2013
¹
Combined Financial Overview
Combined Financial Overview
1
Last twelve months (LTM) based on Signet LTM as of 11/2/13 and  Zale as of 10/31/13
2
Excludes goodwill and relisting costs


12
Overview of Synergies
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.


13
Additional Business Benefits
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


14
Financing and Capital Structure
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


15
Transaction Strengthens Signet’s
Transaction Strengthens Signet’s
Foundations and
Foundations and
Unlocks New Growth Opportunities
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
on
Zales
to
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


16
Important Additional Information Will Be
Important Additional Information Will Be
Filed With The SEC
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