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		CORRESP

February 11, 2016

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention:    Adam Phippen

William H. Thompson

RE:  Signet Jewelers Limited

Form 10-K for the Fiscal Year Ended January 31, 2015

Filed March 26, 2015

Form 8-K Filed January 7, 2016

Form 8-K Filed November 24, 2015

File No. 1-32349

Gentlemen:

Signet Jewelers Limited, a Bermuda based Corporation (the “company” or “we,” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 28, 2016 (the “Comment Letter”), with respect to the Company’s Form 10-K for the fiscal year ended January 31, 2015 (the “Form 10-K”) filed with the Commission on March 26, 2015, Form 8-K filed January 7, 2016 and Form 8-K filed November 24, 2015.

Below are the Company’s responses.  For the convenience of the Staff, we have repeated each of the Staff’s comments before the corresponding response.

Form 10-K for the Fiscal Year ended January 31, 2015

Item 6.  Selected Consolidated Financial Data

GAAP and Non-GAAP Measures, page 38

1.

 Please revise to disclose the reasons why you believe your presentation of each of the non-GAAP financial measures provides useful information to investors regarding your financial condition and results of operations.  The justification for the use of the non-GAAP financial measure must be substantive.  Merely indicating that you provide such non-GAAP financial measures to give investors additional data to evaluate your operations is not sufficient support for disclosure of the non-GAAP financial measures.  Please also revise to expand your disclosure of the additional purposes for which management uses each of the non-GAAP financial measures.  Please refer to Item 10(e) of Regulation S-K.

Response:

The Company regularly provides investors with non-GAAP financial measures in our quarterly and annual periodic reports, including income statements at constant exchange rates, operating data reflecting the impact of material acquisitions and acquisition-related costs, net cash (debt), return on capital employed, free cash flow and a leverage ratio calculation. We believe each of these measures provides useful information for investors to understand how management evaluates the performance of the business and aid financial statement users in their evaluation of our financial position and results of operations.

The specific reasons why management believes that the non-GAAP measures provide useful information to investors are set forth in the paragraphs preceding the calculation of each non-GAAP measure on pages 39-46. Below is a summary of excerpts from those paragraphs for each non-GAAP measure, with supplemental bracketed information which we propose for future disclosure where appropriate:

•

 Income statements at constant exchange rates: “Management considers it useful to exclude the impact of movements in the British pound and Canadian dollar to US dollar exchange rates to analyze and explain changes and trends in Signet’s [underlying business, which is consistent with the manner in which management evaluates performance of its businesses which do not operate using the US Dollar as their functional currency. Additionally, in connection with management's evaluation of its attainment of performance goals, currency effects are excluded.]”

•

 Operating data reflecting the impact of material acquisitions and acquisition-related costs: “Management finds the information useful to analyze the results of the business excluding these items in order to appropriately evaluate the performance of the business without the impact of significant and unusual items. [Management views acquisition-related impacts as events that are not necessarily reflective of operational performance during a period. 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.]"

•

 Net cash (debt): Management believes this metric to be “helpful in providing a measure of the total indebtedness of the Company [after consideration of liquidity available from cash balances on-hand.]”

•

 Return on capital employed (“ROCE”): “This is a key performance indicator used by management for assessing the effective operation of the business and is considered a useful disclosure for investors as it provides a measure of the return on Signet’s operating assets. [Further, this metric is utilized in evaluating management performance and incorporated into management's long-term incentive plan metrics.]”

•

 Free cash flow: “Management considers that this is 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 used by management frequently in evaluating its overall liquidity and determining appropriate capital allocation strategies.]”

•

 Leverage ratio, including Adjusted EBITDA and Adjusted EBITDAR: “Adjusted EBITDA and Adjusted EBITDAR are considered important indicators of operating performance as they exclude the effects of financing and investing activities by eliminating the effects of

interest, depreciation and amortization costs and accounting adjustments. Management believes these financial measures are helpful to enhancing investors’ ability to analyze trends in our business and evaluate our performance relative to other companies. [Management also utilizes these metrics to evaluate its current credit profile, which is a view consistent with rating agency methodologies.]”

While the Company believes it is compliant with the disclosure requirements of Item 10(e) of Regulation S-K, we propose the above supplemental disclosure to further enhance our financial statement users' understanding of the purpose and use of each of the non-GAAP measure.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of Fiscal 2015 to Fiscal 2014

Sterling Jewelers sales, page 51

2.

 In your analysis of results of operations here and throughout the MD&A section, you often attribute changes in your sales volumes to a combination of several different factors.  For example, you disclose here that sales increases were driven by a combination of factors including sales associate execution, compelling merchandise, marketing, and credit.  You also disclose that the number of merchandise transactions increased in Kay due to branded bridal, branded fashion diamond collections, and watches, but they were partially offset by a decline in units of lower average selling price points.  When you list multiple factors that contributed to changes in sales, in future filings please quantify, if possible, the impact of each material factor that you discuss to provide your readers with better insight into the underlying reasons behind the changes in your results.  Refer to Item 303(a) (3) of Regulation S-K and Release No. 33-6835.  Please tell us what this disclosure will look like.

Response:

We believe that our discussion of the results of operations identifies and discloses the key drivers of our performance which we believe are useful to our financial statement users. In particular, as a retailer, we believe same store sales is a key performance indicator, as well as average merchandise transaction value and changes in number of merchandise transactions. We supplement the disclosure of the key performance indicators above with qualitative descriptions of underlying factors impacting our business. Management monitors these underlying factors and, where necessary and to the extent possible, will provide quantitative disclosure information.  Accordingly, in response to the Staff’s comment, we will continue to provide additional disclosures on the quantification of our sales results by same store sales, average merchandise transaction value and the quantity of merchandise transactions and other relevant factors in future filings. As an example, please refer below for our expanded quantification of the reasons for our sales growth related to Fiscal 2015 compared with Fiscal 2014, with supplemental bracketed information which we propose for future disclosure information where appropriate:

In Fiscal 2015, the Sterling Jewelers division’s total sales were up 7.0% to $3,765.0 million compared to $3,517.6 million in Fiscal 2014, and same store sales increased by 4.8% compared to an increase of 5.2% in Fiscal 2014. [Across the Sterling Jewelers division, branded differentiated and exclusive merchandise represented 32.3% of Sterling Jeweler's merchandise sales, an increase of 120 basis points. In Kay, the average merchandise transaction value increased 4.2% driven primarily by strength in our branded bridal category, resulting in an overall mix shift toward higher price-point assortments. The number of merchandise transactions increased 2.1% in Kay due to broad-based growth experienced in units sold within branded bridal, branded fashion diamond collections and watches. In Jared, the average merchandise transaction value was relatively flat to prior year and the number of merchandise transactions increased 4.2%. Merchandise unit sales growth was primarily attributable to our branded fashion diamond collections, and the remaining portion of unit sales growth was attributable to our non-branded categories within our Jared stores.  Additionally, several qualitative factors supported these results in the Sterling Jewelers division including improved sales associate execution, compelling merchandise, creative marketing, and increased credit penetration.]

We believe the expanded disclosure illustrated above gives an enhanced understanding of the magnitude of the drivers of our sales fluctuations period-over-period.  This, coupled with our standard disclosure presented in a tabular format as part of Management's Discussion and Analysis each period, which includes average transaction value and growth in volume of transactions by banner, provides appropriate context of the results at the divisional and store banner level, and is consistent with the information reviewed by management to understand performance of the business.

3.

 Please explain to us why you believe the presentation of full non-GAAP income statements do not attach undue prominence to the non-GAAP information.  Please refer to Questions 102.10 and 104.6 of the staff’s Compliance and Disclosure Interpretations regarding non-GAAP financial measures.

Response:

The Staff’s reference above to page 51 of our Form 10-K appears to be a typographical error.  The response below is provided within the context of the disclosures on pages 39-45 of our above-referenced filing.

The Company advises the Staff that presentation was not intended to attach undue prominence to the non-GAAP measures, but was to present the required reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measures.  The Company is mindful of attaching undue prominence to its use of non-GAAP measures and ensures that its disclosures are preceded by and supplemented with appropriate disclosure regarding the purpose and usefulness of the non-GAAP measures that it discloses.  The Company believes that its cautionary disclosures throughout our filings are appropriate in achieving this disclosure objective, both holistically and individually.  This includes, but is not limited to:

•

 Management does not, nor does it suggest investors should, consider such non-GAAP measures in isolation from, or in substitution for, financial information prepared in accordance with GAAP.

Further, the Company has recently completed the acquisition of Zale Corporation, which affects comparability throughout our financial information that we believe can be better understood through separate presentation.  These pervasive impacts include the introduction of the impact of foreign exchange on the Canadian operations of Zale Corporation and the impact of acquisition accounting on our results.  Additionally, the Company notes that the disclosures included in the Company's reconciliation were formulated in response to comments by users of the Company's financial statements for transparency in understanding the effects of the acquisition and integration and that the non-GAAP information is also provided to the Company's Board of Directors and executive management.  We have evaluated the relevant guidance and concluded that the isolation of the impact of these items and clear reconciliation of the non-GAAP measures in a tabular format is more useful and less cumbersome than providing information separately and requiring information to be reconciled by financial statement users independently.  We also concluded that it is consistent with the Staff’s Compliance and Disclosure Interpretations cited above, particularly as it relates to impacts of foreign operations discussed in Question 104.06.

The Company advises the Staff that it evaluates the non-GAAP disclosures related to the acquisition's impact on comparability of its results on a regular basis and adjusts the disclosures as items diminish in usefulness.  For illustrative purposes, the Company refers the Staff to the comparable disclosures in our first quarterly report filed subsequent to the acquisition (pages 43-44 of our Form 10-Q filed on September 10, 2014), our first annual report filed subsequent to the acquisition (pages 44-45 of our Form 10-K filed on March 26, 2015) and the first quarterly report filed with the full results of the acquired business in the current and prior year periods (pages 45-46 of our Form 10-Q filed on December 4, 2015).  This demonstrates a reduction in our use of non-GAAP presentation subsequent to the acquisition as periods presented become comparable.  In future periods, we anticipate that usefulness of these non-GAAP adjustments, which are intended to provide comparability, will further diminish.

Contractual Obligations, page 68

4.

 Please disclose interest payments on variable-rate obligations based on interest rates as of the balance sheet date in footnote (1).  Please also describe other long-term liabilities excluded from the table to the extent necessary for an understanding of the timing and amount of the obligations.  Please refer to Item 303(a)(5) of Regulation S-K.

Response:

As advised, we will incorporate additional disclosures to provide information on interest payments anticipated on our variable-rate debt based on best available information.  We will supplement our disclosure in future filings with the following highlighted information which we propose for future disclosure where appropriate: (prior year figures used for illustration purposes)

Contractual obligations as of January 31, 2015

 Less than one year

 Between one and three years

 Between three and five years

 More than five years

 Total

Long-term debt obligations - Principal (1)

 $

 25.0

 $

 680.0

 $

 285.0

 $

 400.0

 1,390.0

Long-term debt obligations - Interest (2)

 33.5

 53.8

 42.3

 84.6

 214.2

Operating lease obligations (3)

 462.3

 732.9

 510.5

 1,030.3

 2,736.0

Capital commitments

 42.9

 —

 —

 —

 42.9

Pensions

 2.4

 —

 —

 —

 2.4

Commitment fee payments

 0.8

 1.6

 0.3

 —

 2.7

Deferred compensation plan

 1.0

 4.0

 7.1

 16.3

 28.4

Current income tax

 86.9

 —

 —

 —

 86.9

Capital lease obligations

 1.0

 0.2

 —

 —

 1.2

Operations services agreement (4)

 2.7

 1.4

 —

 —

 4.1

Other long-term liabilities (5)

 —

 —

 —

 6.1

 6.1

Total

 658.5

 1,473.9

 845.2

 1,537.3

 4,514.9

(1) Includes principal payments on all long-term debt