SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          December 23, 2009   Walker Boyd, Group Finance Director Signet Jewelers Limited Clarendon House  2 Church Street  Hamilton HM11  Bermuda

Re: Signet Jewelers Limited
Form 20-F for Fiscal Year Ended January 31, 2009
Filed April 1, 2009 File No. 001-32349
 Dear Mr. Boyd:
We have reviewed your filing and have the following comments.  You should comply with
the comments in all future filings, as applicable .  Please confirm in writing that you will do so, and
also explain to us in sufficient detail for an  understanding of the disc losure how you intend to
comply by providing us with your proposed revisi ons.  If you disagree, we will consider your
explanation as to why our commen ts are inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Af ter reviewing this information, we may raise
additional comments.    Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to  enhance the overall disclo sure in your filings.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.
General

1. We note your disclosure of the following non-GAAP measures in Items 1 through 5 of
Form 20-F:

a. Net debt to shareholders equity (“Gear ing”), excluding goodwill (disclosed on pages
5, 54,  and 57);
b. Return on capital employed (“ROCE”), ex cluding goodwill (disclosed on page 5);

Walker Boyd
Signet Jewelers Limited
December 23, 2009 Page 2
c. Fixed charge cover and amended fixed char ge cover (disclosed on pages 5 and 54);
d. Decrease in net debt excluding exchange adjustments and issu e or purchase of
common shares (disclosed on page 57);
e. Net debt to earnings before interest, taxe s, depreciation and amortization (disclosed
on page 54);
f. Sales, operating income, operating income margin, pretax income, net income, and
earnings per share adjusted for the individua l and/or combined impact of exchange
rate changes, goodwill impairment and relist ing costs (disclosed on various pages
throughout Item 5.A.).
 In future filings, each time a non-GAAP measur e is presented, please clearly identify the
measure as a non-GAAP measure.  Also disclo se the following with respect to each non-
GAAP measure presented:  1) the reasons why you believe the presentation of the non-
GAAP financial measures provides useful inform ation to investors regarding your financial
condition and results of operations; and 2) the additional purposes, if any, for which you use
the non-GAAP measures.  Refer to Item 10(e )(1)(i)(C)-(D) of Regulation S-K.  Such
disclosures should be repeated  or cross-referenced each time the non-GAAP measure is
presented.  If you believe these disclosures ar e not required, please provide us support for
your position.
2. Further to the preceding comment regardi ng non-GAAP measures, we also note your
disclosure of “cash flows provided by operations ” and “free cash inflow” in your discussion
of liquidity and capital resour ces under Item 5.B.  Please tell  us how your disclosure of
“cash flows provided by operations,” as computed  and as titled, is consistent with the
provisions of Item 10(e)(1)(ii)(A) – (E) of Regul ation S-K.  Additionally, in future filings,
please clearly identify each of these measur es as non-GAAP measures of liquidity and
provide all of the disclosures required by Item 10(e)(1)(i)(A ) – (D) of Regulation S-K.
Please also consider whether cautionary disclosure regarding the material limitations of these measures should be provided.

Item 4. Information on the Company, page 12

US Credit Operations, page 26
3. Please disclose under your credit portfolio stat istics on page 28 the factors the company
analyzes to determine bad debt.

Item 5. Operating and Financial Review and Prospects, page 40

F. Contractual Obligations, page 62
4. Please disclose in a note to the table of c ontractual obligations whether operating lease
obligations include common area maintenance, utility and tax payments to which you are
obligated.  Please also provide a context for the reader to understand the impact of such

Walker Boyd
Signet Jewelers Limited
December 23, 2009 Page 3
costs on your total operating lease obligations.  See Section IV.A and footnote 46 to the
Commission’s Guidance Regarding Management’s  Discussion and Analysis of Financial
Condition and Results of Operations, SEC Release No. 33-8350, issued December 19, 2003
and available on our website at www.sec.gov
.

Legal Proceedings, page 91

5. Please disclose the date the proceedings comm enced, and briefly descri be the factual basis
alleged to underlie the class action proceeding.

Item 10. Additional Information, page 93
 C. Material Contracts, page 98

6. In future filings, please define and briefly describe CREST.
 Item 18. Financial Statements, page 114

 Consolidated Statements of Cash Flows, page 118

7. Please help us understand what the line item cap tioned “Effect of exchange rate changes on
currency swaps” represents, and also expl ain how your presentation of this amount
complies with SFAS 95.  Additi onally, clarify your accounting fo r the these currency swaps
under SFAS 133, and tell us the related impacts on your consolidated statements of income
and consolidated statements of other co mprehensive income, as applicable.
 Notes to the Financial Statements, page 121

 Note 1. Principal accounting policies, page 121

(d) Revenue Recognition, page 122
8. Please disclose your policy with respect to sales on consignment, if material.

(m) In-house credit programs, page 125
9. Please disclose, either here or  under Item 5. Operating and Financial Review and Prospects,
information similar to that provided in Example 1 to SAB Topic 8:B regarding your credit card operations.

Walker Boyd
Signet Jewelers Limited
December 23, 2009 Page 4  Note 20. Common shares, deferred shares, tr easury shares and reserves, page 148

Other reserves, page 149
10. We note your disclosure that restrictions on the distributi on of a portion of your special
reserve were lifted following a fiscal 2009 ruling by the High C ourt of Justice in England
and Wales.  Please explain to us why this ruling had no impact on the other reserves balance within shareholders’ equity.

Note 22. Share options, page 151

Long Term Incentive Plans, page 151
11. Based on your disclosure in the first full paragraph on page 152, we assume you treat
awards under your long term incen tive plans as liabil ity awards.  We also understand, based
on your accounting policy disclosures on page 128, that liability classification is required
for certain of your share based payments due to  a vesting condition that is related to the
retail price index.  Please revise the disclosures regarding your  long term incentive plans to
clarify all substantive co nditions associated to the awards.  In particular, if awards under the
long term incentive plans in clude a retail price index conditio n, this should be disclosed.  If
awards under the long term incentive plans have a different feature which requires liability
classification of the awards, this feature should be described a nd your accounting policy
disclosure should be revised to address your accoun ting for awards with this type of feature.
Show us how the revised disclosures will read in future filings.  Refer to paragraphs
A240(a) and (f) of SFAS 123R.
 Exhibit 15.1 – Consent of Independent  Registered Public Accounting Firm

12. The auditors’ consent to the in corporation by reference is fo r only registration statement on
Form S-8 (File No. 333-153435).  However, it a ppears that there you ha ve other effective
Forms S-8 for which an auditors’ cons ent may be required.  Please advise.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  If you amend one of your filings, you may wish to provide us
with marked copies of the amendm ent to expedite our review.  Pleas e furnish a letter that keys your
responses to our comments and provides any re quested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have additional comments after reviewing
your amendment and responses to our comments.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
these filings to be certain that  the filings include all inform ation required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disc losure, they are responsible for th e accuracy and adequacy of the
disclosures they have made.

Walker Boyd
Signet Jewelers Limited December 23, 2009 Page 5   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.

You may contact Adam Phippen, Staff Accountant, at (202)  551-3336 or in his absence
William Thompson, Accounting Branch Chief, at (202) 551-3344 if you have questions regarding comments on the financial statements and relate d matters.  Please cont act Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with any other questions.
Sincerely,
    H. Christopher Owings
        A s s i s t a n t  D i r e c t o r