September 12, 2019
Joan Hilson
Chief Financial Officer
Signet Jewelers Limited
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Re: Signet Jewelers Limited
Form 10-K for the Fiscal Year Ended February 2, 2019
Filed April 3, 2019
Form 10-Q for the Quarterly Period Ended August 3, 2019
Form 8-K filed September 5, 2019
Filed September 5, 2019
File No. 001-32349
Dear Ms. Hilson:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Fiscal Year Ended February 2, 2019
Notes to the Consolidated Financial Statements
2. New Accounting Pronouncements
New accounting pronouncements adopted during the period - Revenue Recognition,
page 78
1. We note as a result of adopting ASU 2014-09, Revenue from Contracts with
Customers
(Topic 606), you identified that the new standard required you to adjust
your presentation
of costs associated with selling extended service plans and treatment of
the amortization
of certain bonus and profit-sharing arrangements related to third-party
credit card
programs. The capitalization and amortization of "certain costs"
associated with selling
Joan Hilson
Signet Jewelers Limited
September 12, 2019
Page 2
extended service plans was discontinued and are now expensed as
incurred. Please tell us
the nature of these "certain costs" and why your accounting complies
with ASC 606.
Please also tell us the nature of the costs that are capitalized. In
addition, with regards to
the credit card program, please describe the change in balance
classification and change in
amortization treatment of certain bonus and profit-sharing
arrangements. Finally, please
tell us whether you received any bonus or profit-sharing payments,
where such
payments are recorded, how they are accounted for and the guidance you
applied.
4. Credit transaction, net, page 83
2. We note you recognized net charges of $167.4 million as a result of
the sale of the non-
prime in-house accounts receivable. Please tell us how you computed
the loss and
whether the loss reflects the reversal of the related allowance of
$107.6 million disclosed
on page 97. In addition, please tell us what facts and circumstances
lead to the loss.
Form 10-Q for the Quarterly Period Ended August 3, 2019
Notes to the Condensed Consolidated Financial Statements
13. Leases, page 19
3. In future filings, please provide the required ASC 840 disclosures for
all periods that
continue to be reported in accordance with ASC 840 or explain why such
disclosures
are not required. Reference is made to ASC 842-10-65-1(jj).
14. Goodwill and intangibles
Goodwill, page 20
4. We note you recorded a non-cash out-of-period adjustment of $47.7M
related to Zales and
R2Net goodwill, which were related to an error in the calculation of
goodwill impairments
during fiscal 2019. Please provide us with your materiality assessment
in accordance
with ASC 250-10-S99-1 and S99-2 and explain to us why the error is
considered
immaterial to the prior year and the current year.
Form 8-K filed September 5, 2019
Financial Guidance, page 6
5. We note that you provide a non-GAAP tax rate as part of your fiscal 2020
guidance.
Please revise to include the appropriate reconciliation required by Item
10(e) of
Regulation S-K, or provide disclosure that you are relying on the
"unreasonable efforts"
FirstName LastNameJoan Hilson Please refer to Question 102.10 of the SEC
Staff's
exception in Regulation G.
Comapany NameSignet Disclosure Interpretations on Non-GAAP Financial Measures,
updated
Compliance and Jewelers Limited
April 4, 2018.
September 12, 2019 Page 2
FirstName LastName
Joan Hilson
FirstName LastNameJoan Hilson
Signet Jewelers Limited
Comapany 12, 2019
September NameSignet Jewelers Limited
September 12, 2019 Page 3
Page 3
FirstName LastName
GAAP to Non-GAAP Reconciliations, page 10
6. We note that you present adjustments net of related tax effects to
arrive at non-GAAP
diluted EPS for fiscal year 2020 and Q3 of fiscal year 2020. Please
note that income taxes
should be shown as a separate line item and clearly explained. Please
revise your
presentations of non-GAAP diluted EPS in future earnings releases to
comply with the
guidance in Question 102.11 of the SEC Staff's Compliance and
Disclosure Interpretations
on Non-GAAP Financial Measures, updated April 4, 2018.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Scott Stringer, Staff Accountant, at 202-551-3272, or me,
Bill
Thompson, Accounting Branch Chief, at 202-551-3344 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Consumer
Products