SIGNET JEWELERS LTD – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis in this Item 2 is intended to provide the reader
with information that will assist in understanding the significant factors
affecting the Company's consolidated operating results, financial condition,
liquidity and capital resources. This discussion should be read in conjunction
with our condensed consolidated financial statements and notes to the condensed
consolidated financial statements included in Item 1 of this Quarterly Report on
Form 10-Q, as well as the financial and other information included in Signet's
Fiscal 2022 Annual Report on Form 10-K filed with the SEC on March 17, 2022.
This discussion contains forward-looking statements and information. The
Company's actual results could materially differ from those discussed in these
forward-looking statements. Factors that could cause or contribute to those
differences include, but are not limited to, those discussed in the
"Forward-Looking Statements" below and elsewhere in this report, as well as in
the "Risk Factors" section within Signet's Fiscal 2022 Annual Report on Form
10-K.

This management's discussion and analysis provides comparisons of material
changes in the condensed consolidated financial statements for the 13 weeks
ended April 30, 2022 and May 1, 2021.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements which are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements based upon management's beliefs and expectations as well
as on assumptions made by and data currently available to management, appear in
a number of places throughout this document and include statements regarding,
among other things, results of operations, financial condition, liquidity,
prospects, growth, strategies and the industry in which Signet operates. The use
of the words "expects," "intends," "anticipates," "estimates," "predicts,"
"believes," "should," "potential," "may," "preliminary," "forecast,"
"objective," "plan," or "target," and other similar expressions are intended to
identify forward-looking statements. These forward-looking statements are not
guarantees of future performance and are subject to a number of risks and
uncertainties which could cause the actual results to not be realized,
including, but not limited to: the negative impacts that the COVID-19 pandemic
has had, and could have in the future, on Signet's business, financial
condition, profitability and cash flows; the effect of steps we take in response
to the pandemic; the severity, duration and potential resurgence of the pandemic
(including through variants), including whether it is necessary to temporarily
reclose our stores, distribution centers and corporate facilities or for our
suppliers and vendors to temporarily reclose their facilities; the pace of
recovery when the pandemic subsides and the heightened impact it has on many of
the risks described herein, including without limitation risks relating to
disruptions in our supply chain, our ability to attract and retain labor
especially if COVID-19 vaccine mandates are implemented, consumer behaviors such
as willingness to congregate in shopping centers and shifts in spending away
from the jewelry category toward more experiential purchases, the impacts of the
expiration of government stimulus on overall consumer spending, our level of
indebtedness and covenant compliance, availability of adequate capital, our
ability to execute our business plans, our lease obligations and relationships
with our landlords, and asset impairments; general economic or market
conditions, including impacts of inflation or other pricing environment factors
on the Company's commodity costs (including diamonds) or other operating costs;
a prolonged slowdown in the growth of the jewelry market or the overall economy;
financial market risks; a decline in consumer discretionary spending or
deterioration in consumer financial position, including the impacts of inflation
and rising prices on necessities such as gas and groceries; our ability to
optimize Signet's transformation strategies; changes to regulations relating to
customer credit; disruption in the availability of credit for customers and
customer inability to meet credit payment obligations; our ability to achieve
the benefits related to the outsourcing of the credit portfolio, including due
to technology disruptions, future financial results and operating results and/or
disruptions arising from changes to or termination of the relevant outsourcing
agreements; deterioration in the performance of individual businesses or of the
Company's market value relative to its book value, resulting in impairments of
long-lived assets or intangible assets or other adverse financial consequences;
the volatility of our stock price; the impact of financial covenants, credit
ratings or interest volatility on our ability to borrow; our ability to maintain
adequate levels of liquidity for our cash needs, including debt obligations,
payment of dividends, planned share repurchases (including execution of
accelerated share repurchases) and capital expenditures as well as the ability
of our customers, suppliers and lenders to access sources of liquidity to
provide for their own cash needs; changes in our credit rating; potential
regulatory changes; future legislative and regulatory requirements in the US and
globally relating to climate change, including any new climate related
disclosure or compliance requirements, such as those recently proposed by the
SEC; global economic conditions or other developments related to the United
Kingdom's exit from the European Union; exchange rate fluctuations; the cost,
availability of and demand for diamonds, gold and other precious metals,
including any impact on the global market supply of diamonds due to the ongoing
Russia-Ukraine conflict or related sanctions; stakeholder reactions to
disclosure regarding the source and use of certain minerals; seasonality of
Signet's business; the merchandising, pricing and inventory policies followed by
Signet and failure to manage inventory levels; Signet's relationships with
suppliers including the ability to continue to utilize extended payment terms
and the ability to obtain merchandise that customers wish to purchase; the
failure to adequately address the impact of existing tariffs and/or the
imposition of additional duties, tariffs, taxes and other charges or other
barriers to trade or impacts from trade relations; the level of competition and
promotional activity in the jewelry sector; our ability to optimize Signet's
multi-year strategy to gain market share, expand and improve existing services,
innovate and achieve sustainable, long-term growth; the maintenance and
continued innovation of Signet's OmniChannel retailing and ability to increase
digital sales, as well as management of its digital marketing costs; changes in
consumer attitudes regarding jewelry and failure to anticipate and keep pace

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with changing fashion trends; changes in the supply and consumer acceptance of
and demand for gem quality lab created diamonds and adequate identification of
the use of substitute products in our jewelry; ability to execute successful
marketing programs and manage social media; the ability to optimize Signet's
real estate footprint; the ability to satisfy the accounting requirements for
"hedge accounting," or the default or insolvency of a counterparty to a hedging
contract; the performance of and ability to recruit, train, motivate and retain
qualified team members - particularly in regions experiencing low unemployment
rates; management of social, ethical and environmental risks; the reputation of
Signet and its banners; inadequacy in and disruptions to internal controls and
systems, including related to the migration to new information technology
systems which impact financial reporting; security breaches and other
disruptions to Signet's information technology infrastructure and databases; an
adverse development in legal or regulatory proceedings or tax matters, including
any new claims or litigation brought by employees, suppliers, consumers or
shareholders, regulatory initiatives or investigations, and ongoing compliance
with regulations and any consent orders or other legal or regulatory decisions;
failure to comply with labor regulations; collective bargaining activity;
changes in corporate taxation rates, laws, rules or practices in the US and
jurisdictions in which Signet's subsidiaries are incorporated, including
developments related to the tax treatment of companies engaged in Internet
commerce or deductions associated with payments to foreign related parties that
are subject to a low effective tax rate; risks related to international laws and
Signet being a Bermuda corporation; difficulty or delay in executing or
integrating an acquisition, including Diamonds Direct, or executing other major
business or strategic initiatives; risks relating to the outcome of pending
litigation; our ability to protect our intellectual property or physical assets;
changes in assumptions used in making accounting estimates relating to items
such as extended service plans and pensions; or the impact of weather-related
incidents, natural disasters, organized crime or theft, strikes, protests, riots
or terrorism, acts of war (including the ongoing Russian-Ukraine conflict), or
another public health crisis or disease outbreak, epidemic or pandemic on
Signet's business.

For a discussion of these and other risks and uncertainties which could cause
actual results to differ materially from those expressed in any forward looking
statement, see the "Risk Factors" and "Forward-Looking Statements" sections of
Signet's Fiscal 2022 Annual Report on Form 10-K filed with the SEC on March 17,
2022 and quarterly reports on Form 10-Q and the "Safe Harbor Statements" in
current reports on Form 8-K filed with the SEC. Signet undertakes no obligation
to update or revise any forward-looking statements to reflect subsequent events
or circumstances, except as required by law.

OVERVIEW

Signet Jewelers Limited ("Signet" or the "Company") is the world's largest
retailer of diamond jewelry. Signet is incorporated in Bermuda. The Company,
with 2,854 stores and kiosks as of April 30, 2022, manages its business by
geography, a description of which follows:

•The North America segment has 2,413 locations in the US and 94 locations in
Canada as of April 30, 2022.

•In the US, the segment primarily operates in malls and off-mall locations under
the following banners: Kay (Kay Jewelers and Kay Outlet); Zales (Zales Jewelers
and Zales Outlet); Jared (Jared The Galleria Of Jewelry and Jared Vault);
Diamonds Direct; JamesAllen.com; and Rocksbox. Additionally, in the US, the
segment operated mall-based kiosks under the Banter by Piercing Pagoda banner.

•In Canada, the segment primarily operates under the Peoples banner (Peoples
Jewellers).

•The International segment has 347 stores in the UK, Republic of Ireland and
Channel Islands. Its stores operate in shopping malls and off-mall locations
(i.e. high street) principally under the H. Samuel and Ernest Jones banners.

Certain Company activities are managed in the "Other" segment for financial
reporting purposes, including the Company's diamond sourcing function and its
diamond polishing factory in Botswana. See Note 5 of Item 1 for additional
information regarding the Company's reportable segments.

Diamonds Direct acquisition

On November 17, 2021, the Company finalized its acquisition of Diamonds Direct
USA Inc. ("Diamonds Direct") for cash consideration of $503.1 million, net of
cash acquired. Diamonds Direct is an off-mall, destination jeweler in the US
operating with a highly productive, efficient operating model with demonstrated
growth and profitability. Diamonds Direct has been immediately accretive to
Signet following the acquisition date. Diamonds Direct's strong value
proposition, extensive bridal offering and customer centric, high-touch shopping
experience is a destination for younger, luxury-oriented bridal shoppers.
Diamonds Direct strategically expands Signet's market in accessible luxury and
bridal, provides access to a new customer base and furthers Signet's opportunity
to build lifetime customer relationships. Signet plans to grow Diamonds Direct
while driving operating margin expansion over time through operating synergies
in purchasing, targeted marketing and connected commerce.

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Overall performance

Signet's sales grew 8.9% during the first quarter of Fiscal 2023 compared to the
same quarter of Fiscal 2022, as the Company's growth continues to be fueled by
the addition of Diamonds Direct to Signet's portfolio in the fourth quarter of
Fiscal 2022. In addition, organic growth of 2.6% in the first quarter was driven
by the reopening of the UK and Canadian stores which were closed for most of the
first quarter in the prior year; however, this growth was tempered by the
impacts of lapping benefits from last year's government stimulus, shifts in
consumer spending to experiences and travel, and inflationary factors on
consumer spending, which was particularly apparent in categories with lower
price points. The Company's overall performance continues to reflect sustainable
enhancements to Signet's connected commerce capabilities, digital marketing
effectiveness, the strength of Signet's banner differentiation and inventory
management. The Company's focus on its connected commerce shopping experience,
both online and in-store, helped maintain strong conversion rates and improve
average transaction values during the first quarter of Fiscal 2023. During
Fiscal 2023, the Company will continue to execute the initiatives under its
Inspiring Brilliance strategy, which is focused on the achievement of
sustainable, industry leading growth. As described in the Purpose and Strategy
section within Item 1 of Annual Report on Form 10-K for the year ended
January 29, 2022 with the SEC on March 17, 2022, through its Inspiring
Brilliance strategy, the Company will focus on leveraging its core strengths
that it developed over the past four years with the goal of creating a broader
mid-market and increasing Signet's share of that larger market as the industry
leader.

Refer to the "Results of Operations" section below for further information on
performance during the first quarter of Fiscal 2023.

Outlook

As noted above, Signet's performance during the first quarter of Fiscal 2023
reflected the lapping of some of the benefits from last year's government
stimulus, mitigating the impact of inflation, and concurrent shifts in increased
consumer spending to experiences and travel. Following a year of heightened
growth, jewelry industry revenues are expected to be flat to down slightly for
the remainder of Fiscal 2023, as consumer discretionary spending on categories
such as jewelry is expected to decline, in favor of experience related spending.
In addition, the Company anticipates that discretionary spending in jewelry will
continue to be adversely impacted by rising prices on necessities such as gas
and groceries, as well as less disposable income by consumers as a result of the
expiration of government stimulus programs, particularly on the Company's
product assortments at lower price points. However, the magnitude and timing of
both inflationary factors and the shift in spending are difficult to predict, as
is whether these pressures will ultimately impact other product categories, such
as those at higher price points. The Company believes that its banner value
propositions and differentiation, including the addition of Diamonds Direct to
Signet's portfolio, the strength of the Company's product assortment and its
investments in digital capabilities and flexible fulfillment methods are
expected to continue fueling a strong response from customers across most
merchandise categories and banners in Fiscal 2023. Furthermore, the Company will
continue its diligent and effective efforts to drive structural cost savings and
mitigate supply chain disruption.

The Company continues to monitor the potential impacts of the novel coronavirus
("COVID-19") and other macroeconomic factors on its business, such as inflation
and the conflict in Ukraine. Continued uncertainties exist that could impact the
Company's results of operations or cash flows in the future, such as potential
resurgence of COVID-19 in key trade areas, pricing and inflationary environment
changes impacting the Company (including, but not limited to, materials, labor,
fulfillment and advertising costs) or the consumers' ability to spend described
above, the Company's ability to recruit and retain qualified team members,
organized retail crime, or extended duration of heightened unemployment in
certain trade areas.


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RESULTS OF OPERATIONS

The following should be read in conjunction with the condensed consolidated
financial statements and related notes in Item 1 of this Quarterly Report on
Form 10-Q, as well as the financial and other information included in Signet's
Fiscal 2022 Annual Report on Form 10-K.

Comparison of First Quarter Fiscal 2023 to First Quarter Fiscal 2022

•Same store sales: Up 2.5%.

•Total sales: $1.84 billion, increased 8.9%.

•Operating income: $0.2 million compared to $168.7 million in the prior year.

•Diluted earnings (loss) per share: $(1.89) compared to $2.23 in the prior year.


                                                                                            First Quarter
                                                                       Fiscal 2023                                Fiscal 2022
(in millions)                                                    $                % of sales                $                % of sales
Sales                                                      $  1,838.3                  100.0  %       $  1,688.8                  100.0  %
Cost of sales                                                (1,114.6)                 (60.6)           (1,010.4)                 (59.8)
Gross margin                                                    723.7                   39.4               678.4                   40.2
Selling, general and administrative expenses                   (533.1)                 (29.0)             (512.0)                 (30.3)
Other operating income (expense)                               (190.4)                 (10.4)                2.3                    0.1
Operating income                                                  0.2                      -               168.7                   10.0
Interest expense, net                                            (4.4)                  (0.2)               (3.9)                  (0.2)
Other non-operating income (expense)                           (134.5)                  (7.3)                0.1                      -
Income (loss) before income taxes                              (138.7)                  (7.5)              164.9                    9.8
Income taxes                                                     55.2                    3.0               (26.5)                  (1.6)
Net income (loss)                                          $    (83.5)                  (4.5) %       $    138.4                    8.2  %
Dividends on redeemable convertible preferred shares             (8.6)                       nm             (8.6)                       nm

Net income (loss) attributable to common shareholders $ (92.1)

            (5.0) %       $    129.8                    7.7  %


nm  Not meaningful.

First quarter sales

Signet's total sales increased 8.9% year over year to $1.84 billion in the 13
weeks ended April 30, 2022. Total sales at constant exchange rates increased
9.1%. This growth reflects the initiatives the Company has driven in bridal and
accessible luxury under its Inspiring Brilliance strategy, primarily due to the
addition of Diamonds Direct to Signet's portfolio. Signet's same store sales
increased 2.5% which reflects an increase in foot traffic back to the stores,
particularly in the UK and Canada, which were closed or restricted for most of
the first quarter of Fiscal 2022, as well as continued strong performance from
the repair and services business.

eCommerce sales in the first quarter of Fiscal 2023 were $320.5 million, down
$25.8 million or 7.5%, compared to $346.3 million in the prior year first
quarter. eCommerce sales accounted for 17.4% of first quarter sales, down from
20.5% of total sales in the prior year first quarter which was offset by the
brick and mortar same store sales increase of 5.2% from the prior year first
quarter. This shift reflects an increase in foot traffic back to the stores,
particularly in the UK and Canada, as noted above.

The breakdown of the sales performance by segment is set out in the table below:

                                                                                               Change from previous year
                                                     Same                     Non-same                 Total sales                  Exchange                  Total                    Total
                                                     store                  store sales,           at constant exchange           translation                 sales                    sales
First Quarter of Fiscal 2023                         sales                     net (2)                     rate                      impact                as reported             (in millions)

North America segment                                      (0.9) %                    6.3  %                      5.4  %                     -  %                   5.4  %       $      1,705.0

International segment                                     102.6  %                   (0.8) %                    101.8  %                 (10.2) %                  91.6  %       $        110.0
Other segment (1)                                     nm                         nm                         nm                         nm                       nm               $         23.3
Signet                                                      2.5  %                    6.6  %                      9.1  %                  (0.2) %                   8.9  %       $      1,838.3

(1) Includes sales from Signet's diamond sourcing initiative.
(2) Includes sales from acquired businesses which were not included in the
results for the full comparable periods presented.

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nm Not meaningful.

Average merchandise transaction value ("ATV") is defined as net merchandise
sales on a same store basis divided by the total number of customer
transactions. As such, changes from the prior year do not recompute within the
table below.

                                                                Average Merchandise Transaction Value(1)(2)                                   

Merchandise Transactions

                                                        Average Value                         Change from previous year                       Change from previous year
First Quarter                                 Fiscal 2023          Fiscal 2022          Fiscal 2023            Fiscal 2022              Fiscal 2023              Fiscal 2022

North America segment                         $     496          $        418                 19.2  %                  15.2  %                 (18.6) %                  90.0  %

International segment (3)                     £     199          £        165                  1.5  %                   5.8  %                  99.7  %                 (16.6) %


(1)   Net merchandise sales within the North America segment include all
merchandise product sales, net of discounts and returns. In addition, excluded
from net merchandise sales are sales tax in the US, repairs, extended service
plans, insurance, employee and other miscellaneous sales. As a result, the sum
of the changes will not agree to change in same store sales.

(2)  Net merchandise sales within the International segment include all
merchandise product sales, including value added tax ("VAT"), net of discounts
and returns. In addition, excluded from net merchandise sales are repairs,
warranty, insurance, employee and other miscellaneous sales. As a result, the
sum of the changes will not agree to change in same store sales.

(3) Amounts for the International segment are denominated in British pounds.

North America sales

The North America segment's total sales were $1.71 billion compared to $1.62
billion in the prior year, or an increase of 5.4%. This growth reflects the
initiatives the Company has driven in bridal and accessible luxury under its
Inspiring Brilliance strategy, primarily due to the addition of Diamonds Direct
to Signet's portfolio, as well as an increased ATV of 19.2% compared to prior
year.

Same store sales decreased 0.9% compared to an increase of 117.2% in the prior
year. The North America segment's same store sales performance during the first
quarter of Fiscal 2023 reflected the impacts of lapping benefits from last
year's government stimulus, shifts in consumer spending to experiences and
travel, and inflationary factors on consumer spending, which was particularly
apparent in categories with lower price points. Overall, this resulted in the
number of transactions decreasing by 18.6% year over year.

International sales

The International segment's total sales increased 91.6% to $110.0 million
compared to $57.4 million in the prior year and increased 101.8% at constant
exchange rates. Same store sales increased 102.6% compared to a decrease of
12.2% in the prior year. In the International segment, the ATV increased 1.5%
year over year, while the number of transactions increased 99.7%. The sales
growth reflects the increase in foot traffic in the current year as the UK
stores were substantially closed during the first quarter of Fiscal 2022.

Gross margin

In the first quarter of Fiscal 2023, gross margin was $723.7 million or 39.4% of
sales compared to $678.4 million or 40.2% of sales in the prior year comparable
period. The slight decrease in gross margin rate for the 13 weeks ended
April 30, 2022, compared to prior year, reflects similar merchandise margin to
the prior year within organic banners and the strength of Diamonds Direct's
bridal business, which carries a lower relative margin. In addition, the gross
margin also reflects the lapping of benefits received in the UK in Fiscal 2022
from COVID-related tax abatements. This decrease was partially offset by the
continued benefits of cost savings and leveraging of fixed costs across the
Company.

Selling, general and administrative expenses ("SG&A")

In the first quarter of Fiscal 2023, SG&A was $533.1 million or 29.0% of sales
compared to $512.0 million or 30.3% of sales in the prior year quarter. The
increase in SG&A compared to the prior year quarter was primarily due to higher
advertising, payroll and investments in digital/IT. This was partially offset by
the benefits of structural cost savings from the Company's transformation
activities, including the benefits of the Company's restructured outsourced
credit agreements, finalized in the second quarter of Fiscal 2022, as well as
the impact of the efficiency of Diamonds Direct's operating model.

Other operating income (expense)

For the 13 weeks ended April 30, 2022, other operating expense was
$190.4 million, primarily driven by the pre-tax litigation charges of $190.0
million. For the 13 weeks ended May 1, 2021, other operating income was
$2.3 million primarily driven by interest income on the Company's non-prime
credit card portfolio and offset primarily by foreign exchange losses.

Operating income

For the 13 weeks ended April 30, 2022, operating income was $0.2 million or 0.0%
of sales, compared to $168.7 million or 10.0% of sales in the prior year first
quarter. This decrease was primarily driven by the pre-tax litigation charges of
$190.0 million offset by the impact of the addition of Diamonds Direct to
Signet's portfolio and the benefits of cost savings discussed above.

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Signet's operating income by segment for the first quarter is as follows:

                                                              Fiscal 2023                               Fiscal 2022
                                                                       % of segment                               % of segment
(in millions)                                           $                  sales                  $                   sales
North America segment (1)                         $     24.8                   1.5  %       $     212.0                  13.1  %
International segment                                   (6.4)                 (5.8) %             (19.7)                (34.3) %
Other segment                                            3.0                       nm              (0.9)                      nm
Corporate and unallocated expenses                     (21.2)                      nm             (22.7)                      nm
Operating income                                  $      0.2                     -  %       $     168.7                  10.0  %

(1) Operating income during the 13 weeks ended April 30, 2022 includes
$4.4 million of cost of sales associated with the fair value step-up of
inventory acquired in the Diamonds Direct acquisition and $190.0 million related
to pre-tax litigation charges. See Note 21 for additional information.

Operating income during the 13 weeks ended May 1, 2021 includes $1.1 million of
acquisition-related expenses in connection with the Rocksbox acquisition; a
$0.7 million credit to restructuring expense, primarily related adjustments
previously recognize restructuring liabilities; and $1.5 million of net asset
impairments.

nm   Not meaningful.


Interest expense, net

For the 13 weeks ended April 30, 2022, net interest expense was $4.4 million,
compared to $3.9 million in the 13 weeks ended May 1, 2021.

Other non-operating income (expense)

In the first quarter of Fiscal 2023, other non-operating expense was
$134.5 million compared to other non-operating income of $0.1 million in the
prior year comparable period. The other non-operating expenses primarily
consisted of a non-cash, pre-tax settlement charge of $131.9 million related to
the partial buy-out of the Pension Scheme. Refer to Note 22 for additional
information.

Income taxes

In the first quarter of Fiscal 2023, income tax benefit was $55.2 million, an
effective tax rate ("ETR") of 39.8%, compared to income tax expense of $26.5
million, an ETR of 16.1%, in the prior year comparable period. The ETR for the
13 weeks ended April 30, 2022 was higher than the US federal income tax rate,
primarily as a result of the discrete tax benefits related to litigation charges
of $47.7 million, the reclassification of the pension settlement loss out of
AOCI of $25.0 million and the excess tax benefit for share based compensation
which vested during the year of $13.0 million.

The ETR for the 13 weeks ended May 1, 2021 was lower than the US federal income
tax rate primarily due to the favorable impact of foreign rate differences and
benefits from its global reinsurance arrangements.

NON-GAAP MEASURES

Signet provides certain non-GAAP information in reporting its financial results
to give investors additional data to evaluate its operations. The Company
believes that non-GAAP financial measures, when reviewed in conjunction with
GAAP financial measures, can provide more information to assist investors in
evaluating historical trends and current period performance. For these reasons,
internal management reporting also includes non-GAAP measures. Items may be
excluded from GAAP financial measures when the Company believes this provides
greater clarity to management and investors.

These non-GAAP financial measures should be considered in addition to, and not
superior to or as a substitute for the GAAP financial measures presented in the
Company's condensed consolidated financial statements and other publicly filed
reports. In addition, our non-GAAP financial measures may not be the same as or
comparable to similar non-GAAP measures presented by other companies.

1. Net cash

Net cash is a non-GAAP measure defined as the total of cash and cash equivalents
less loans, overdrafts and long-term debt. Management considers this metric to
be helpful in understanding the total indebtedness of the Company after
consideration of liquidity available from cash balances on-hand.

(in millions)                  April 30, 2022      January 29, 2022       May 1, 2021
Cash and cash equivalents     $        927.6      $         1,418.3      $    1,298.4

Less: Long-term debt                  (147.1)                (147.1)           (146.8)
Net cash                      $        780.5      $         1,271.2      $    1,151.6


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2. Free cash flow

Free cash flow is a non-GAAP measure defined as the net cash provided by
operating activities less purchases of property, plant and equipment. Management
considers this metric to be helpful in understanding how the business is
generating cash from its operating and investing activities that can be used to
meet the financing needs of the business. Free cash flow is an indicator
frequently used by management in evaluating its overall liquidity needs and
determining appropriate capital allocation strategies. Free cash flow does not
represent the residual cash flow available for discretionary purposes.

                                                                                 13 weeks ended
                                                                                      April 30,
(in millions)                                                                            2022             May 1, 2021
Net cash (used in) provided by operating activities                                  $  (135.5)         $      161.1
Purchase of property, plant and equipment                                                (20.8)                (11.3)
Free cash flow                                                                       $  (156.3)         $      149.8

3. Earnings before interest, income taxes, depreciation and amortization
("EBITDA") and adjusted EBITDA

EBITDA is a non-GAAP measure defined as earnings before interest, income taxes,
depreciation and amortization. EBITDA is an important indicator of operating
performance as it excludes the effects of financing and investing activities by
eliminating the effects of interest, depreciation and amortization costs.
Adjusted EBITDA is a non-GAAP measure, defined as earnings before interest,
income taxes, depreciation and amortization, share-based compensation expense,
non-operating income (expense) and certain non-GAAP accounting adjustments.
Reviewed in conjunction with net income (loss) and operating income (loss),
management believes that EBITDA and adjusted EBITDA help in enhancing investors'
ability to evaluate and analyze trends regarding Signet's business and
performance based on its current operations.

                                                     13 weeks ended
(in millions)                               April 30, 2022      May 1, 2021
Net income (loss)                          $        (83.5)     $      138.4
Income tax (benefit) expense                        (55.2)             26.5
Interest expense, net                                 4.4               3.9
Depreciation and amortization                        40.0              42.1
Amortization of unfavorable contracts                (0.5)             

(1.4)

EBITDA                                     $        (94.8)     $      209.5
Other non-operating expense (income) (3)            134.5              (0.1)
Share-based compensation                             10.5               8.0
Other accounting adjustments

Restructuring charges                                   -              (0.7)
Asset impairments, net (1)                              -              (0.2)
Acquisition-related costs (2)                         4.4               1.1

Litigation charges (4)                              190.0                 -
Adjusted EBITDA                            $        244.6      $      217.6

(1) Includes right-of-use ("ROU") asset impairment gains, net recorded due to
various impacts of COVID-19 to the Company's business and related gains on
terminations or modifications of leases, resulting from previously recorded
impairments of the right of use assets in Fiscal 2021.

(2) Acquisition-related costs include the impact of the fair value step-up for
inventory from Diamonds Direct in the first quarter of Fiscal 2023, as well as
professional fees for direct transaction-related costs incurred for the
acquisition of Rocksbox in the first quarter of Fiscal 2022.

(3) Includes the pension settlement charge of $131.9 million. Refer to Note 22
for further information.

(4) Refer to Note 21 for additional information.

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4. Non-GAAP operating income

Non-GAAP operating income is a non-GAAP measure defined as operating income
excluding the impact of significant and unusual items which management believes
are not necessarily reflective of operational performance during a period.
Management finds the information useful when analyzing financial results in
order to appropriately evaluate the performance of the business without the
impact of significant and unusual items. In particular, management believes the
consideration of measures that exclude such expenses can assist in the
comparison of operational performance in different periods which may or may not
include such expenses.

                                                       13 weeks ended
            (in millions)                     April 30, 2022      May 1, 2021
            Operating income                 $          0.2      $      168.7

            Restructuring charges                         -              (0.7)
            Asset impairments, net (1)                    -              (0.2)
            Acquisition-related costs (2)               4.4               1.1

            Litigation charges (3)                    190.0                 -
            Non-GAAP operating income        $        194.6      $      168.9

(1) Includes right-of-use ("ROU") asset impairment gains, net recorded due to
various impacts of COVID-19 to the Company's business and related gains on
terminations or modifications of leases, resulting from previously recorded
impairments of the right of use assets in Fiscal 2021.

(2) Acquisition-related costs include the impact of the fair value step-up for
inventory from Diamonds Direct in the first quarter of Fiscal 2023, as well as
professional fees for direct transaction-related costs incurred for the
acquisition of Rocksbox in the first quarter of Fiscal 2022.

(3) Refer to Note 21 for additional information.

LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company's primary sources of liquidity are cash on hand, cash provided by
operations and availability under its senior unsecured asset-based revolving
credit facility (the "ABL Revolving Facility"). As of April 30, 2022, the
Company had $927.6 million of cash and cash equivalents and $147.7 million of
outstanding debt, with $1.2 billion of availability under its ABL Revolving
Facility.

The tenets of Signet's capital strategy are: 1) investing in its business to
drive growth in line with the Company's overall business strategy; 2) ensuring
adequate liquidity through a strong cash position and financial flexibility
under its debt arrangements; and 3) returning excess cash to shareholders. Over
time, Signet's strategy is to sustain an adjusted leverage ratio (a non-GAAP
measure as defined in Item 7 of the Signet's Fiscal 2022 Annual Report on
Form 10-K) below 3.0x.

Investing in growth

Since the Company's transformation strategies began in Fiscal 2019, the Company
delivered substantially against its strategic priorities to establish the
Company as the OmniChannel jewelry category leader and position its business for
sustainable long-term growth. The investments and new capabilities built during
the past three years laid the foundation for stronger than expected results
during Fiscal 2022, including prioritizing digital investments in both
technology and talent, enhancing its new and modernized eCommerce platform and
optimizing a connected commerce shopping journey for its customers. The
Company's cash discipline has led to more efficient working capital, through
both the extension of payment days with the Company's vendor base, as well
through continued inventory reduction efforts. In addition, structural cost
reductions since the Company's transformation strategy began in Fiscal 2019 have
generated annual structural costs savings of over $400 million.

As the Company continues to implement and execute on the next phase of its
strategy, Inspiring Brilliance, it will continue to focus on working capital
efficiency, optimizing its real estate footprint, and prioritizing
transformational productivity to drive future cost savings opportunities, all of
which are expected to be used to fuel strategic investments, grow the business,
and enhance liquidity. In addition, the Company invested over $190 million for
capital investments in Fiscal 2022, which included approximately $130 million
for capital expenditures and approximately $60 million related to investments in
digital and cloud IT. Additional capital investments of up to $250 million are
planned for Fiscal 2023.

In addition, during Fiscal 2022, the Company made two acquisitions in line with
its "Inspiring Brilliance" strategy. On March 29, 2021, the Company acquired all
of the outstanding shares of Rocksbox Inc. ("Rocksbox"), a jewelry rental
subscription business, for cash consideration of $14.6 million, net of cash
acquired. The acquisition was driven by Signet's initiatives to accelerate
growth in its services offerings. On November 17, 2021, the Company acquired
Diamonds Direct for cash consideration of $503.1 million, net of
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cash acquired. The acquisition of Diamonds Direct accelerates the Company's
growth through expansion of the Company's market in accessible luxury and
bridal. See Note 4 for more details.

Liquidity and financial flexibility

During Fiscal 2022, the Company made significant progress in line with its
Inspiring Brilliance growth strategy through two key financial milestones.
First, the Company renegotiated its $1.5 billion ABL Facility, as further
described in Note 18, to extend the maturity until 2026 and allow overall
greater financial flexibility to grow the business and provide an additional
option to address the 2024 maturities for its 4.70% senior unsecured notes
("Senior Notes") and Preferred Shares, if necessary.

Second, as described in Note 11, the Company entered into amended and restated
receivable purchase agreements with CarVal and Castlelake regarding the purchase
of add-on receivables on such Investors' existing accounts, as well as the
purchase of the Company-owned credit card receivables portfolio for accounts
that had been originated through Fiscal 2021. These agreements provide Signet
with improved terms for the next two years, as well as remove consumer credit
risk from the balance sheet. In March 2022, the Company entered into amended and
restated receivable purchase agreements with the Investors regarding the
purchase of add-on receivables on such Investors' existing accounts. Under the
amended and restated agreements, The Bank of Missouri will be the issuer for the
add-on receivables on these existing accounts and the Investors will purchase
the receivables from The Bank of Missouri. In conjunction with the above
agreements in March 2022, the Company entered into agreements with the Investors
to transfer all existing cardholder accounts previously originated by Signet to
The Bank of Missouri. Therefore, the Company will no longer originate any credit
receivables with customers.

Returning excess cash to shareholders

The Company remains committed to its goal to return excess cash to shareholders.
During Fiscal 2022 and Fiscal 2023 to date, the Company has declared all
preferred share dividends payable in cash, and beginning in the second quarter
of Fiscal 2022, elected to reinstate the dividend program on its common shares.
In addition, beginning in the third quarter of Fiscal 2022, the Board of
Directors authorized a reinstatement of share repurchases under the 2017 Program
as well as increased authorization under the 2017 Program by approximately $560
million during Fiscal 2022, as well as authorized an additional $500 million in
June 2022. Since this time, the Company has repurchased approximately
7.5 million shares for $580.0 million under the Program, including $268.2
million to date in Fiscal 2023. See Note 7 for further information related to
the share repurchases.

The Company believes that cash on hand, cash flows from operations and available
borrowings under the ABL Revolving Facility will be sufficient to meet its
ongoing business requirements for at least the 12 months following the date of
this report, including funding working capital needs, projected investments in
the business (including capital expenditures), debt service, and returns to
shareholders through either dividends or the share repurchases.

Primary sources and uses of operating cash flows

Operating activities provide the primary source of cash for the Company and are
influenced by a number of factors, the most significant of which are operating
income and changes in working capital items, such as:

•changes in the level of inventory as a result of sales and other strategic
initiatives;

•changes and timing of accounts payable and accrued expenses, including variable
compensation; and

•changes in deferred revenue, reflective of the revenue from performance of
extended service plans.

Signet derives most of its operating cash flows through the sale of merchandise
and extended service plans. As a retail business, Signet receives cash when it
makes a sale to a customer or when the payment has been processed by Signet or
the relevant bank if the payment is made by third-party credit or debit card. As
further discussed in Note 11, the Company has outsourced its entire credit card
portfolio, and it receives cash from its outsourced financing partners (net of
applicable fees) generally within two days of the customer sale. Offsetting
these receipts, the Company's largest operating expenses are the purchase of
inventory, store occupancy costs (including rent), and payroll and
payroll-related benefits.

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Summary cash flow

The following table provides a summary of Signet's cash flow activity for Fiscal
2023 and Fiscal 2022:

                                                                                    13 weeks ended
(in millions)                                                            April 30, 2022           May 1, 2021
Net cash (used in) provided by operating activities                    $        (135.5)         $      161.1
Net cash used in investing activities                                            (22.2)                (24.8)
Net cash used in financing activities                                           (325.6)                (13.7)
(Decrease) increase in cash and cash equivalents                       $    

(483.3) $ 122.6

Cash and cash equivalents at beginning of period                       $       1,418.3          $    1,172.5
(Decrease) increase in cash and cash equivalents                                (483.3)                122.6
Effect of exchange rate changes on cash and cash equivalents                      (7.4)                  3.3
Cash and cash equivalents at end of period                             $         927.6          $    1,298.4


Operating activities

Net cash used in operating activities was $135.5 million compared to net cash
provided by operating activities of $161.1 million in the prior year comparable
period. This decrease, as further described below, is primarily due to reduced
cash inflows from working capital compared to the prior period as the Company
worked to preserve cash as a result of business disruptions from the impacts of
the pandemic, partially offset by higher income from operations in the current
year period.

•Net loss was $83.5 million compared to net income of $138.4 million in the
prior year period, a decrease of $221.9 million. This decrease was primarily
related to a non-cash, pre-tax pension settlement charge of $131.9 million and
pre-tax litigation charges of $190.0 million during Fiscal 2023. See Note 20 for
details.

•Changes in current income taxes was a use of $125.6 million in the current
period compared to a use of $8.4 million in the prior year. The year over year
change was primarily the result of income tax payments of $85.4 million in the
current year. Refer to Note 10 for more information.

•Cash used by inventory was $167.3 million compared to a source of $19.3 million
in the prior year period. Inventory increased in the current year as a result of
higher merchandise costs and pull forward of purchases to mitigate potential
supply chain disruptions.

•Cash used by accounts payable was $23.6 million compared to a use of $122.2
million in the prior year period. In the prior year period, as a result of cash
management initiatives implemented as a result of the COVID-19, the Company
continued to utilize extended terms with its vendors and have maintained these
extended terms throughout the current year.

•Cash provided by accrued expenses and other liabilities was $105.1 million in
Fiscal 2023, compared to a source of $18.0 million in the prior year period. The
change in the current year period was driven by accrued litigation charges of
$190.0 million.

Investing activities

Net cash used in investing activities for the 13 weeks ended April 30, 2022 was
$22.2 million compared to net cash used in investing activities of $24.8 million
in the prior period. Cash used in Fiscal 2023 was primarily related to capital
expenditures of $20.8 million. Capital expenditures are associated with new
stores, remodels of existing stores, and strategic capital investments in
digital and IT. Signet has planned Fiscal 2023 capital investments of up to $250
million, of which approximately $200 million relates to capital expenditures for
technology and banner differentiation, and approximately $50 million relates to
digital and cloud innovation. In Fiscal 2022, net cash used in investing
activities included $14.4 million for the acquisition of Rocksbox.

Stores opened and closed in the 13 weeks ended April 30, 2022:

Store count by segment        January 29, 2022       Openings        Closures        April 30, 2022
North America segment (1)                  2,506             14            (13)                 2,507
International segment (1)                    348              1             (2)                   347
Signet                                     2,854             15            (15)                 2,854

(1) The net change in selling square footage for Fiscal 2023 year to date for
the North America and International segments was 0.5% and (0.5%), respectively.

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Financing activities

Net cash used in financing activities for the 13 weeks ended April 30, 2022 was
$325.6 million, consisting of the repurchase of common shares of $268.2 million,
payments for withholding taxes related to the settlement of the Company's
share-based compensation awards of $40.2 million, and preferred and common
dividends paid of $17.2 million.

Net cash used in financing activities for the 13 weeks ended May 1, 2021 was
$13.7 million, primarily due to activity related to the settlement of the
Company's share-based compensation awards.

Movement in cash and indebtedness

Cash and cash equivalents at April 30, 2022 were $927.6 million compared to $1.3
billion as of May 1, 2021. Signet has cash and cash equivalents invested in
various 'AAA' rated government money market funds and at a number of large,
highly rated financial institutions. The amount invested in each liquidity fund
or at each financial institution takes into account the credit rating and size
of the liquidity fund or financial institution and is invested for short-term
durations.

As further described in Note 18, on July 28, 2021, the Company entered into an
agreement to amend the ABL Revolving Facility. The amendment extends the
maturity of the ABL Revolving Facility to July 28, 2026 and allows the Company
to increase the size of the ABL Revolving Facility by up to $600 million.

At April 30, 2022 and May 1, 2021, Signet had $147.7 million and $147.6 million,
respectively, of outstanding debt, consisting entirely of the Senior Notes.

Available borrowings under the ABL Revolving Facility were $1.2 billion as of
April 30, 2022.

Net cash was $780.5 million as of April 30, 2022 compared to net cash of $1.2
billion as of May 1, 2021. Refer to the non-GAAP measures discussed above for
the definition of net cash (debt) and reconciliation to its most comparable
financial measure presented in accordance with GAAP.

As of April 30, 2022, January 29, 2022 and May 1, 2021, the Company was in
compliance with all debt covenants.

SEASONALITY

Signet's business is seasonal, with the fourth quarter historically accounting
for approximately 35-40% of annual sales as well as accounts for a substantial
portion of the annual operating profit. The "Holiday Season" consists of results
for the months of November and December, with December being the highest volume
month of the year.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. On an ongoing basis, management evaluates its
accounting policies, estimates and judgments, including those related to the
valuation of inventories, deferred revenue, derivatives, employee benefits,
income taxes, contingencies, asset impairments, leases, indefinite-lived
intangible assets, depreciation and amortization of long-lived assets and
accounting for business combinations. Management bases the estimates and
judgments on historical experience and various other factors believed to be
reasonable under the circumstances. Actual results may differ from these
estimates. There have been no material changes to the critical accounting
policies and estimates disclosed in Signet's Annual Report on Form 10-K for the
fiscal year ended January 29, 2022 filed with the SEC on March 17, 2022.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The Company and certain of its subsidiaries, which are listed on Exhibit 22.1 to
this Quarterly Report on Form 10-Q, have guaranteed obligations under the Senior
Notes.

The Senior Notes were issued by Signet UK Finance plc (the "Issuer"). The Senior
Notes rank senior to the Preferred Shares (as defined in Note 6) and Common
Shares. The Senior Notes are effectively subordinated to our existing and future
secured indebtedness to the extent of the assets securing that indebtedness. The
Senior Notes are fully and unconditionally guaranteed on a joint and several
basis by the Company, as the parent entity ( the "Parent") of the Issuer, and
certain of its subsidiary guarantors (each, a "Guarantor" and collectively, the
"Guarantors").

The Senior Notes are structurally subordinated to all existing and future debt
and other liabilities, including trade payables, of our subsidiaries that do not
guarantee the Senior Notes (the "Non-Guarantors"). The Non-Guarantors will have
no obligation, contingent or otherwise, to pay amounts due under the Senior
Notes or to make funds available to pay those amounts. Certain Non-Guarantors
may be limited in their ability to remit funds to us by means of dividends,
advances or loans due to required foreign government and/or currency exchange
board approvals or limitations in credit agreements or other debt instruments of
those subsidiaries.

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The Guarantors jointly and severally irrevocably and unconditionally guarantee
on a senior unsecured basis the performance and full and punctual payment when
due of all obligations of Issuer, as defined in the Indenture, in accordance
with the Senior Notes and the related Indentures, as supplemented, whether for
payment of principal of or interest on the Senior Notes when due and any and all
costs and expenses incurred by the trustee or any holder of the Senior Notes in
enforcing any rights under the guarantees (collectively, the "Guarantees"). The
Guarantees and Guarantors are subject to release in limited circumstances only
upon the occurrence of certain customary conditions.

Although the Guarantees provide the holders of Senior Notes with a direct
unsecured claim against the assets of the Guarantors, under US federal
bankruptcy law and comparable provisions of US state fraudulent transfer laws,
in certain circumstances a court could cancel a Guarantee and order the return
of any payments made thereunder to the Guarantors or to a fund for the benefit
of its creditors.

A court might take these actions if it found, among other things, that when the
Guarantors incurred the debt evidenced by their Guarantee (i) they received less
than reasonably equivalent value or fair consideration for the incurrence of the
debt and (ii) any one of the following conditions was satisfied:

•the Guarantor entity was insolvent or rendered insolvent by reason of the
incurrence;
•the Guarantor entity was engaged in a business or transaction for which its
remaining assets constituted unreasonably small capital; or
•the Guarantor entity intended to incur or believed (or reasonably should have
believed) that it would incur, debts beyond its ability to pay as those debts
matured.

In applying the above factors, a court would likely find that a Guarantor did
not receive fair consideration or reasonably equivalent value for its Guarantee,
except to the extent that it benefited directly or indirectly from the issuance
of the Senior Notes. The determination of whether a Guarantor was or was not
rendered insolvent when it entered into its Guarantee will vary depending on the
law of the jurisdiction being applied. Generally, an entity would be considered
insolvent if the sum of its debts (including contingent or unliquidated debts)
is greater than all of its assets at a fair valuation or if the present fair
salable value of its assets is less than the amount that will be required to pay
its probable liability on its existing debts, including contingent or
unliquidated debts, as they mature.

If a court canceled a Guarantee, the holders of the Senior Notes would no longer
have a claim against that Guarantor or its assets.

Each Guarantee is limited, by its terms, to an amount not to exceed the maximum
amount that can be guaranteed by the applicable Guarantor without rendering the
Guarantee, as it relates to that Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

Each Guarantor is a consolidated subsidiary of Parent at the date of each
balance sheet presented. The following tables present summarized financial
information for Parent, Issuer, and the Guarantors on a combined basis after
elimination of (i) intercompany transactions and balances among Parent, Issuer,
and the Guarantors and (ii) equity in earnings from and investments in any
Non-Guarantor.

                                                     Summarized Balance Sheets
    (in millions)                              April 30, 2022          January 29, 2022
    Total current assets                   $      3,302.1             $         3,507.0
    Total non-current assets                      2,172.0                       2,245.3
    Total current liabilities                     2,420.4                       2,309.3
    Total non-current liabilities                 3,366.5                       3,407.0
    Redeemable preferred stock                      652.6                         652.1
    Total due from Non-Guarantors (1)               381.0                         311.4
    Total due to Non-Guarantors (1)               1,706.1                       1,666.9

(1) Amounts included in asset and liability subtotals above.

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