Signet Group plc
Zenith House
The Hyde
London
NW9 6EW
May 13, 2005
By EDGAR
Mr. Michael Moran
Accounting Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Signet Group plc
Form 20-F for the year ended January 29, 2005
Filed May 3, 2005
Dear Mr. Moran,
Thank you for your letter dated May 9, 2005, setting forth comments of the staff
of the Division of Corporation Finance (the "Staff") of the Securities and
Exchange Commission (the "SEC") on the annual report on Form 20-F for the year
ended January 29, 2005 of Signet Group plc (the "Company").
Please find attached the Company's responses to the comments raised in your
letter. To facilitate the Staff's review, the captions and numbered comments
from the Staff's comment letter have been reproduced. The Company's response
follows each comment.
NOTE 31, SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
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PRINCIPLES, PAGE 103
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GOODWILL, PAGE 103
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1. YOU STATE THAT YOU PERFORM ANNUAL IMPAIRMENT REVIEWS ON GOODWILL UNDER US
GAAP BY COMPARING THE CARRYING AMOUNT OF GOODWILL TO ITS FAIR VALUE ON AN
UNDISCOUNTED BASIS. PLEASE CLARIFY FOR US HOW YOUR US GAAP GOODWILL
IMPAIRMENT POLICY COMPLIES WITH PARAGRAPHS 18-31 OF SFAS NO. 142, WHICH
REQUIRE THAT GOODWILL BE TESTED FOR IMPAIRMENT AT THE REPORTING UNIT LEVEL
USING A TWO-STEP TEST. IN PARTICULAR, WE DO NOT UNDERSTAND HOW THE USE
UNDISCOUNTED CASH FLOWS IS CONSISTENT WITH THE OBJECTIVE OF MEASURING FAIR
VALUE, AS DISCUSSED IN PARAGRAPH 24 OF SFAS NO. 142. IF YOUR ACCOUNTING
COMPLIES WITH THESE PARAGRAPHS, PLEASE REVISE YOUR DISCLOSURES IN FUTURE
FILINGS TO CLARIFY HOW YOU COMPLY WITH THE IMPAIRMENT TEST REQUIRED BY SFAS
NO. 142. IF NOT, PLEASE QUANTIFY FOR US THE EFFECT ON YOUR US GAAP NET
INCOME AND SHAREHOLDERS' FUNDS IF YOU HAD TESTED FOR GOODWILL IMPAIRMENT
PURSUANT TO SFAS NO. 142.
The Company confirms that under US GAAP impairment reviews are performed at
least annually in accordance with SFAS No. 142. Such reviews are carried out at
the reporting unit level using a two-step test and discounted cash flows are
used in the determination of the fair value of the reporting unit. The
disclosure in future filings will be as follows:
Under US GAAP, the Company evaluates the recoverability of goodwill at least on
an annual basis using a two step approach at the reporting unit level. In the
first step, the fair value of the reporting unit, determined by the use of
discounted cash flows, is compared to its carrying amount, including goodwill.
In the case that the fair value of the reporting unit is less than the carrying
amount, a second step is performed which compares the implied fair value of the
reporting unit goodwill with the carrying amount of that goodwill. The implied
fair value of the goodwill is determined based on the difference between the
fair value of the reporting unit and the net fair values of the identifiable
assets and liabilities of that reporting unit. If the fair value of the goodwill
is less than the book value, the difference is recognised as an impairment.
ACKNOWLEDGMENT
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IN CONNECTION WITH RESPONDING TO OUR COMMENTS, PLEASE PROVIDE, IN
WRITING, A STATEMENT FROM THE COMPANY ACKNOWLEDGING THAT:
O THE COMPANY IS RESPONSIBLE FOR THE ADEQUACY AND ACCURACY OF THE
DISCLOSURE IN ITS FILINGS;
O STAFF COMMENTS OR CHANGES IN DISCLOSURE IN RESPONSE TO STAFF COMMENTS
DO NOT FORECLOSE THE COMMISSION FROM TAKING ANY ACTION WITH RESPECT TO
THE FILING; AND
O THE COMPANY MAY NOT ASSERT STAFF COMMENTS AS A DEFENSE IN ANY
PROCEEDING INITIATED BY THE COMMISSION OR ANY PERSON UNDER THE FEDERAL
SECURITIES LAWS OF THE UNITED STATES.
The Company notes generally that it is aware of its obligations, rights and
responsibilities under the federal securities laws of the United States. The
Company hereby acknowledges that:
O the Company is responsible for the adequacy and accuracy of the
disclosure in its filings
O Staff commments or changes in disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
O the Company may not assert Staff comments as a defense in any
proceedings initiated by the Commission under the federal securities
laws of the United States.
ACCESS TO INFORMATION BY THE DIVISION OF ENFORCEMENT
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IN ADDITION, PLEASE BE ADVISED THAT THE DIVISION OF ENFORCEMENT HAS ACCESS TO
ALL INFORMATION YOU PROVIDE TO THE STAFF OF THE DIVISION OF CORPORATION FINANCE
IN OUR REVIEW OF YOUR FILING OR IN RESPONSE TO OUR COMMENTS ON YOUR FILING.
The Company acknowledges the foregoing advise of the Staff.
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Should any questions arise in connection with the filing of this response
letter, please contact the undersigned at 011-44-207-399-9520 or Wayne Rapozo of
Weil, Gotshal & Manges, at 011-44-207-903-1405. You may also address queries to
Matthew Lewis of KPMG in London at 011-44-207-311-8984.
Sincerely,
/s/ Walker Boyd
Walker Boyd
Group Finance Director
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