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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended January 30, 2021February 3, 2024
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to
Commission file number 1-32349
SIGNET JEWELERS LIMITED
(Exact name of Registrant as specified in its charter)
BermudaNot Applicable
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 296 5872
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered
Common Shares of $0.18 eachSIGThe New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes       No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Act.    Yes       No  
Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  
Indicate by check mark whether the Registrantregistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No  
Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitiondefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer                            Accelerated filer       
    Non-accelerated filer                                       Smaller reporting company  
                                        Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrantregistrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes       No  
The aggregate market value of voting common shares held by non-affiliates of the Registrant (based upon the closing sales price quoted on the New York Stock Exchange) as of August 1, 2020July 29, 2023 was $554,810,368.$3,430,328,554.
Number of common shares outstanding on March 12, 2021: 52,344,94115, 2024: 44,503,286.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant will incorporate by reference information required in response to Part III, Items 10-14, from its definitivePortions of the Registrant’s proxy statement for its 2024 annual meeting of shareholders which will be filed with the Securities and Exchange Commission within 120 days after January 30, 2021.February 3, 2024 are incorporated by reference into Part III.
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SIGNET JEWELERS LIMITED
FISCAL 20212024 ANNUAL REPORT ON FORM 10-K
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REFERENCES
Unless the context otherwise requires, references to “Signet”, the “Company”, “we”, “us”, or the “Company,”“our” refer to Signet Jewelers Limited (and before September 11, 2008 to Signet Group plc) and its consolidated subsidiaries. References to the “Parent Company” are to Signet Jewelers Limited.
PRESENTATION OF FINANCIAL INFORMATION
All references to “dollars,” “US dollars” and “$” are to the lawful currency of the United States of America (“US”). Signet prepares its financial statements in US dollars. All references to “British pound(s),” “pounds,” and “£” are to the lawful currency of the United Kingdom (“UK”). All references to “Canadian dollar” or “C$” are to the lawful currency of Canada.
Percentages in tables have been rounded and accordingly may not add up to 100%. Certain financial data may have been rounded. As a result of such rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data.
Throughout this Annual Report on Form 10-K, financial data has been prepared in accordance with accounting principles generally accepted in the United StatesUS (“GAAP”). However, Signet provides certain additional non-GAAP measures in order to provide increased insight into the underlying or relative performance of the business. An explanation of each non-GAAP measure used can be found in Item 7.
Fiscal year, fourth quarter and Holiday Season
Signet’s fiscal year ends on the Saturday nearest to January 31. As used herein, “Fiscal 2022,”2025”, “Fiscal 2021,”2024”, “Fiscal 2020,”2023”, and “Fiscal 2019,”2022” refer to the 52 week52-week period ending February 1, 2025, the 53-week period ended February 3, 2024, and the 52-week periods endingended January 28, 2023, and January 29, 2022, January 30, 2021, February 1, 2020, and February 2, 2019.2022. Fourth quarter references relate to the 14 weeks ended February 3, 2024 (“fourth quarter”) and the 13 weeks ended January 30, 2021 (“fourth quarter”) and February 1, 202028, 2023 (“prior year fourth quarter”).
As used herein, the “Holiday Season” consists of results for the months of November and December.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management’smanagement'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, Signet’s results of operation,operations, financial condition, liquidity, prospects, growth, strategies and the industry in which Signet operates.we operate. The use of the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,”"expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," “forecast,” “objective,” “plan,”"forecast," "objective," "plan," or “target,”"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: difficulty or delay in executing or integrating an acquisition, including Diamonds Direct and Blue Nile; executing other major business or strategic initiatives, such as expansion of the services business or realizing the benefits of our restructuring plans; the impact of the Israel-Hamas conflict on our operations; the negative impacts that the COVID-19public health crisis, disease outbreak, epidemic or pandemic has had, and will continue tocould have in the future, on Signet’sour business, financial condition, profitability and cash flows; the effect of steps we take in response to the pandemic; the severity and duration of the pandemic, 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,flows, including without limitation risks relating to shifts in consumer spending away from the jewelry category, trends toward more experiential purchases such as travel, disruptions in our supply chain, consumer behaviors such as spending and willingness to congregate in shopping centersthe dating cycle caused by the COVID-19 pandemic and the impactpace at which such impacts on demandengagements are expected to recover, and the impacts of our products, our levelthe expiration of indebtedness and covenant compliance, availabilitygovernment stimulus on overall consumer spending (including the recent expiration of adequate capital, our ability to execute our business plans, our lease obligations and relationships with our landlords, and asset impairments;student loan relief); general economic or market conditions;conditions, including impacts of inflation or other pricing environment factors on our commodity costs (including diamonds) or other operating costs; a prolonged slowdown in the growth of the jewelry market or a recession in the overall economy; financial market risks; our ability to optimize Signet's transformation initiative; a decline in consumer discretionary spending or deterioration in consumer financial position; disruptions in our supply chain; our ability to attract and retain labor; our ability to optimize our 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;obligations, which has occurred and may continue to deteriorate; 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 non-prime outsourcing agreement requiring transitionagreements, as well as a potential increase in credit costs due to alternative arrangements through other providers or alternative payment options and our ability to successfully establish future arrangements for the forward-flow receivables;current interest rate environment; deterioration in the performance of individual businesses or of the Company'sour 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 the payment of related excise taxes) 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, global economic conditionschanges; future legislative and regulatory requirements in the US and globally relating to climate change, including any new climate related disclosure or other developments related tocompliance requirements, such as those recently issued in the United Kingdom’s exit fromstate of California or adopted by the European Union;SEC; exchange rate fluctuations; the cost, availability of and demand for diamonds, gold and other precious metals;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; scrutiny or detention of goods produced in certain territories resulting from trade restrictions; seasonality of Signet’sour business; the merchandising, pricing and inventory policies followed by Signetus and failureour ability to manage inventory levels; Signet’sour relationships with suppliers including the ability to continue to utilize extended payment terms and the ability to obtain merchandise
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that customers wish to purchase; the failure to adequately address the impact of existing
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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'sour 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’sour OmniChannel retailing and ability to increase digital sales;sales, as well as management of digital marketing costs; changes in consumer attitudes regarding jewelry and failure to anticipate and keep pace 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’sour real estate footprint; the ability to satisfy thefootprint, including operating in attractive trade areas and accounting requirements for “hedge accounting,” or the default or insolvency of a counterparty to a hedging contract;changes in consumer traffic in mall locations; the performance of and ability to recruit, train, motivate and retain qualified sales associates;team members - particularly in regions experiencing low unemployment rates; management of social, ethical and environmental risks; ability to deliver on our environmental, social and governance goals; the reputation of Signet and its banners; inadequacy in and disruptions to internal controls and systems, including related to the migration to a new financial reporting information technology system;systems which impact financial reporting; security breaches and other disruptions to Signet’sour or our third-party providers’ 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 other jurisdictions in which Signet’sour subsidiaries are incorporated, including developments related to the tax treatment of companies engaged in Internet commerce;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, business combination, major business or strategic initiative; risks relating to the outcome of pending litigation; our ability to protect our intellectual property or physical assets;assets including cash which could be affected by failure of a financial institution or conditions affecting the banking system and financial markets as a whole; changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions; the success of recent changes in Signet’s executive management team;plans; or the impact of weather-related incidents, natural disasters, organized crime or theft, increased security costs, strikes, protests, riots or terrorism, acts of war (including the ongoing Russia-Ukraine and Israel-Hamas conflicts), or another public health crisis or disease outbreak, epidemic or pandemic on Signet’sour 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” section in Item 1A Risk Factors, and elsewhere inof this Annual Report on Form 10-K. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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PART I
ITEM 1. BUSINESS
PURPOSE & STRATEGY
Signet Jewelers Limited’s (“Signet”, the “Company”, “we”, “us”, or the “Company”“our”) core beliefPurpose is that “Love Inspires Love”Inspiring Love and its mission is to enable all people to “Celebrate Life and Express Love.” The Company’s vision is to be the world’s premier jeweler by providingengaging customers with superior expertise, shopping and ownership experiences, connecting with them seamlessly across channels, and earning their trust andwhile providing superior expertise, value, products, and services to meet their lifetime jewelry needs and desires.

Signet continuesaims to be the innovation and market share leader in North America inof the large, growing and fragmented jewelry category with the opportunity for additional market share expansion and profitable growth as the Company leverages its flexible operating model and core strengths andwhile investing to widen its competitive advantages.

Impact of COVID-19 on Signet’s strategy

The Company's strategy discussed herein does not take into account continuing or new material impacts of the novel coronavirus (“COVID-19”) pandemic. Beginning in late February 2020, this outbreak has had multiple impacts to the Company’s business, including, but not limited to, the temporary closure of all stores and other physical locations in North America and in the UK, and temporary disruption of the Company’s global supply chain. While the Company responded to this crisis with agility and innovation in order to deliver strong second half results in Fiscal 2021, despite incredible challenges, the full impact of the pandemic remains uncertain. Full economic and market recovery from the pandemic could take up to two or more years. As the Company continues to assess the full impact of COVID-19 on its business, it may ultimately decide to modify, delay or otherwise defer certain elements of its strategy. Refer to Item 1A, Risk Factors, for further potential impacts and risks associated with COVID-19.

From Path to Brilliance to Inspiring Brilliance

In Fiscal 2019,2021, Signet launchedsuccessfully completed a three-year comprehensive transformation plan called Path to Brilliance, which was designed to establishposition the Company as the OmniChannel jewelry category leader and to position its businesses for reliable, sustainable long-term growth. In the three years since Having exceeded its overall Path to Brilliance was launched, goals, the Company has delivered substantially againstlaunched its three strategic priorities: Customer First, OmniChannel, and Culture of Agility and Efficiency. Customer First focused the Company’s energy; OmniChannel directed its investments; and Culture of Agility and Efficiency increased speed and drove out costs that customers don’t see or care about. The investments and new capabilities built during the past three years laid the foundation for strong results and momentum in the second half of Fiscal 2021.

While there is still significant value to be realized from the original Path to Brilliance strategic priorities, the fundamental objectives of this program have been achieved: Signet believes it is a much stronger Company today than it was three years ago – strategically, financially, and organizationally. After losing share to smaller specialty jewelry stores, online, and non-specialty retailers since Fiscal 2016, Signet returned to share growth in the back half of Fiscal 2021 as its Path to Brilliance strategies took hold. The Company outperformed competitors during the post-COVID-19 rebound, with growth consistently ahead of the total jewelry market, the mid-tier segment, and independent jewelers.

Now, the Company is transitioning into the next phase of its Path togrowth - Inspiring Brilliance strategy, driven by its corporate purpose of Inspiring Love - in Fiscal 2022 and continued in Fiscal 2023 and Fiscal 2024, focused on sustainable, industry-leading growth. This next phasefour “Where-to-Play” strategies: Win in Big Businesses; Expand Accessible Luxury and Value; Accelerate Services; and Lead Digital Commerce. The Company's priorities are to grow market share, deliver an annual double-digit non-GAAP operating margin, and allocate capital with a disciplined, strategic approach that invests in the business while also returning cash to shareholders and driving annual revenues toward a mid-term goal of $9 billion to $10 billion.
Inspiring Brilliance
As described above, the foundations of Inspiring Brilliance are focused on four “Where-to-Play” strategies: Win in Big Businesses; Expand Accessible Luxury and Value; Accelerate Services; and Lead Digital Commerce. Below is the summary of the strategy is a continuing journey that the Company definesgoals within these strategies, as “Inspiring Brilliance” – the brilliance of delighting customers with products, services,well as progress and relationships inspired by the enduring power of love. The core objectives are to create a broader mid-market and to increase Signet’s share of that larger market as the industry leader.

Creating a Broader Mid-market: During its Path to Brilliance transformation, Signet went from share erosion in its core segments to share growth. Now, we believe the Company is well-positioned to lead growth of the mid-market by focusing on four “Where to Play” growth strategies:

accomplishments toward those goals during Fiscal 2024.
Win in Big BusinessesBusinesses: : InvestSignet is investing in and keep the Company’skeeping its largest businesses healthy and growing by continuing to aligndifferentiating and positioning Signet banners with the customers they serve best and by leading innovation that will help ensure they win. Leveraging disciplined market segmentation - by demographics, shopping behaviors, customer journey (e.g., bridal), channel and price tiers - Signet is leveraging its banner portfolio, now covering an estimated 80% of jewelry customers, to attract new and loyal customers. Signet’s biggest banners – Kay JewelersUS market share was 9.0% as of Fiscal 2024, up from 6.5% in Fiscal 2020. Given the highly fragmented jewelry market landscape, we believe Signet has significant potential to further expand market share.
Expand Accessible Luxury and Value: The Company is expanding the mid-market segment of the jewelry category by stretching the top of the mid-tier with greater focus on tiering up into accessible luxury and the lower mid-tier with value offerings. In addition, the Company acquired Diamonds Direct, an accessible luxury banner with a highly productive operating model, in the U.S., H. Samuelfourth quarter of Fiscal 2022. During Fiscal 2023, the Company also acquired Blue Nile, the leading accessible luxury online retailer of engagement rings and fine jewelry, with a more affluent, diverse, and differentiated customer base. Signet continues to drive penetration in accessible luxury and move customers up the value chain by tiering up its assortment and leading category innovation. Signet also continues to innovate for value-conscious customers by value-engineering new products in our assortment, leveraging scaled vertical integration in the U.K.,supply chain and People’s Jewellers in Canada – are all the #1 brands in their respective markets. Further, Signet is the market leader in the bridal category in each of these markets. Keeping these big businesses strong is an unrelenting priority for the Company.

continuing to cut costs that customers don't see or care about.
Accelerate Services:Services: Signet is positioned to create a $1 billion revenue stream through services - up $600 million from Fiscal 2020 - as well as expand its known customer base and first party data with the “Vault Rewards” loyalty program. Services carry higher margin profiles, and Signet is focused on introducing consumer-driven services including personalization as well as expanding existing services such as Extended Service Plans and repair services to enhance the jewelry ownership experience. In Fiscal 2024, the Company acquired Service Jewelry & Repair, Inc. (“SJR”), a full-service jewelry and watch repair business, as well as transitioned its Blue Nile Seattle fulfillment center to a new enterprise-wide repair facility called Signet Services Washington. These investments continue to strengthen Signet’s reputation as a preferred supplier of jewelry repair services, as well as decrease repair turnaround times, while providing cost efficiency. During Fiscal 2023, the Company launched the Vault Rewards loyalty program online and across Jared, Kay and Zales which now has over 5.2 million members and is showing strong month-to-month growth. Of note, loyalty members display higher purchase frequency and transaction values than non-loyalty customers offering meaningful growth potential.
Lead Digital Commerce: Digital innovation and capabilities are integral to the future of jewelry retail and are cornerstones of Signet’s growth strategy. Signet will leverage an ongoing stream of servicesnow believes it has become the digital innovation leader in specialty retail jewelry through focused investment and agile implementation. In Fiscal 2024, the Company began leveraging its customer data platform to create more personalized shopping experiences to connect and build bonds with Signet customers for a lifetime.highly targeted marketing. The Company expectscontinues to expandmake progress with this critical capability through both customer-facing enhancements and the use of artificial intelligence (“AI”) and machine learning (“ML”) in many operational parts of its business such as inventory distribution and flexible fulfillment capabilities, all intended to modernize and improve existing services (care/repair, extended servicethe connected commerce experience for our customers.
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plans), deepen relationships with new piercing and financial services, and innovate with marketplace opportunities not yet available in the jewelry industry.

How to Win:Expand Accessible Luxury and Value: The Company intendsis executing these growth strategies with three “How to expand the mid-market segment by stretching up the top of the mid-tier with greater focus on accessible luxury and the bottom tier with greater focus on value. This includes our goal of growing Piercing Pagoda and Outlets over time into billion-dollar businesses.

Win” priorities: a Lead Digital Commerce: As more consumers make more purchases online, the Company will aim to be present whenever, wherever and however customers want to engage. This means increasing the percentage of Signet’s business coming through eCommerce, its share of eCommerce purchases, and its participation in social commerce with bespoke content and influencers.
Evolving our Key Strengths:Consumer-Inspired To win in these spaces, the Company will draw inspiration from its Purpose - Inspiring Love - and plans to leverage core strengths that it has grown substantially over the past three years: Consumer Inspired,mindset, Connected Commerce, presence, and a Culture of Innovation and Agility.

Consumer Inspired: When Signet began its Path to Brilliance journey, it focused on strengthening relationships with existing customers. Now, theThe Company is focused on further growing its customer base by drawing inspiration from inside and outside the jewelry industrycategory to drive innovation. Signet’s ability to leverage data and accessdevelop unique customer insights with highly precise data analytics is emerging as a clear and sustainable competitive advantage.

An example is Signet's understanding of customer desire for personalized products. Jewelry customers have a broad mindset when they think about product customization. For some, it means engraving - adding symbols or a personal message - along with precise and tailored sizing. For others, it’s configuring a piece from a set of options, with a jewelry consultant or virtually. A fast-growing segment of customers want to combine and modify pieces or design a custom piece entirely from scratch - even from a hand-drawn sketch that we transform into a beautiful bespoke piece of jewelry. The Company sees this personalization trend as a services growth opportunity across Signet. It is an investment priority this year and beyond.
Connected Commerce: As part of its Path to Brilliance transformation, Signet moved from a bricks-and-mortar-centricbrick-and-mortar-centric business model to an OmniChannel strategy. Now, itthrough Inspiring Brilliance, the Company is positioning itself to win with connected-commerce capabilities. By intentionally shifting the organization’s mindset from store-centricconnected commerce capabilities that enable Signet banners to consumer centric, Signet will innovate to bring the best of its people, stories and products toengage with customers whenever, wherever whenever and however they choosewant to browse, engage or shop in integratedshop. No other jewelry retailer offers a comparable mix of stores and delightful ways.digital platforms to serve customers. In Fiscal 2024, approximately 23% of sales were completed online and 78% of in-store buyers reported that they used a banner website prior to completing their purchase, which indicates that Signet customers now use both online and in-store experiences as part of their shopping journey.

In addition, the Company is
leveraging AI, ML and data-driven insights in many operational parts of its business such as inventory distribution, labor planning and real estate fleet optimization. For example, coupling new digital capabilities together with a more than 500 store reduction in our fleet (net of openings and acquisitions) since Fiscal 2020, has driven a more than 30% increase to sales per square foot on an annual basis. Similarly, sales per labor hour in core banners increased approximately 49% and inventory turnover improved nearly 40% since Fiscal 2020.
Culture of Innovation and Agility: Signet has transformed its culture – achieving four consecutive years of being named a Great Place to Work-Certified™ company. With the strength of its organization, Signet is committed to be the innovation leader of every business in which it competes and to operate with the agility required to learn, grow and lead. To enable this level of performance, the Company provides industry-leading training and development through what it calls "Brilliant University." This growth-focused training improves customer experiences, drives execution and agility, and enables performance and career growth possibilities for every team member who participates in the program. The Company will continue to encourage leadershipstrength of Signet’s culture has become a competitive advantage as it attracts top talent, enables high retention and fast-paced iterative learninglower attrition rates, and inspires peak performance at every level to empower agile work teams, to inspire Design Thinking approaches to problem solving, and to nurture an environment in which innovation, diversity and transformational productivity are signature characteristics of the Signet culture.organization, all of which are reflected in the Company’s strong business performance. For example, Signet’s full-time team member retention increased 3 points in Fiscal 2024, at a time when the retail industry overall saw significant attrition. This matters because a jewelry consultant with 2+ years’ experience sells more than twice as much as a new jewelry consultant with tenure of six months or less. Further, aggregated cost reductions and process improvements of over $800 million have fueled strategic investments and continued to expand Signet’s annual non-GAAP operating margin since the Company’s transformation began.

Signet is demonstrating that it
has the strategies, competitive advantages, and talent to consistently outpace the market and deliver reliable, long-term sustainable growth.
2030 Corporate Sustainability Goals
As a company with a Board-level Corporate Citizenship & Sustainability Committee (the “CCS Committee”) focused on its corporate sustainability strategy, Environmental, Social and Governance (“ESG”) data disclosures, and a Purpose-inspired business strategy as described in the above Inspiring Brilliance section, Signet is committed to creating business and stakeholder value through sustainability and ESG initiatives, including the Company’s award-winning open-source Signet Responsible Sourcing Protocol. To that end, the Company integrates its 2030 Corporate Sustainability Goals (“CSGs”) into its business strategy, further strengthening Signet’s Corporate Citizenship and Sustainability leadership across the jewelry category value chain.
The Company’s CSGs are aligned with the UN Sustainable Development Goals in areas where Signet can have the most impact. Signet is a member of the UN Global Compact and adheres to its principles-based approach to responsible business. The Signet Leadership Team is engaged to provide governance and accountability for the Company’s CSGs with leaders throughout the Company engaged in the Company’s sustainability efforts. Banner leaders as well as functional leaders in Corporate Communications & Sustainability, Finance, Human Resources, Information Technology (“IT”), Legal, Marketing, Merchandising and Supply Chain are responsible for achieving short-term and long-term goals. Signet released its annual update on its CSGs in its Fiscal 2023 Corporate Citizenship and Sustainability report published in June 2023.
For more information about Signet’s Citizenship & Sustainability strategy and programs, please refer the Company’s corporate website at www.signetjewelers.com/sustainability which is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any of our other filings made with the US Securities and Exchange Commission (the “SEC”).
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OVERVIEW
Signet is the world’s largest retailer of diamond jewelry. Signet is incorporated in Bermuda and its address and telephone number are shown on the cover of this document. The Company operated 2,833 stores and kiosks2,698 retail locations as of January 30, 2021,February 3, 2024, which when combined with the Company’s digital capabilities under its Connected Commerce strategy, provides customers the opportunity to use both online and in-store experiences as part of their shopping journey. Signet manages its business by geography, a description of which follows:
The North America reportable segment operated 2,381operates nine banners, with the majority operating through both online and brick and mortar retail operations. The segment had 2,319 locations in the US and 10092 locations in Canada as of January 30, 2021.February 3, 2024.
In the US, the segment primarily operated in malls and off-mall locationsoperates 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); Banter by Piercing Pagoda; Diamonds Direct; Rocksbox; and JamesAllen.com. Additionally, in the US, the segment operated mall-based kiosks under the Piercing Pagoda banner.digital banners, James Allen and Blue Nile.
In Canada, the segment primarily operatedoperates under the Peoples banner (Peoples Jewellers).
The International reportable segment operated 352 storeshad 287 locations in the UK, Republic of Ireland and Channel Islands as of January 30, 2021.February 3, 2024, and maintains an online retail presence for its principal banners, H. Samuel and Ernest Jones.
Certain Company activities are managed in the “Other” segment for financial reporting purposes, includingprimarily the Company’s diamond sourcing functionoperation and its diamond polishing factory in Botswana. See Note 5 of Item 8 for additional information regarding the Company’s reportable segments.
Competition and SignetSignet’s Competitive Strengths
Jewelry retailing is highly fragmented and competitive. Signet competes against other specialty jewelers, as well as other retailers that sell jewelry, including department stores, mass merchandisers, discount stores, apparel and accessory fashion stores, brand retailers, online retail and auction sites, shopping clubs, home shopping television channels and direct home sellers. The jewelry category competes for customers’ share-of-wallet with other consumer sectors such as electronics, clothing and furniture, as well as experience-oriented categories such as travel and restaurants. This competition for consumers’ discretionary spending is particularly relevant to gift giving.
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In addition to the core strengths noted above, Signet believes its competitive advantages include strong storeawareness for each banner, recognition, outstandingsuperior customer experience, branded differentiated and exclusive merchandise, data-driven marketing and advertising, a diversified real estate portfolio, an efficient and flexible supply chain, and services including financing and lease purchase options, extended service plans, repair and customercustom design, and piercing, among others.
OmniChannelSignet’s Connected Commerce
AsSignet offers its customers a personalized and intimate shopping experience as a specialty jeweler, Signet’s business differssetting it apart from many other retailers such that a purchase of merchandise from any of Signet’s stores is not only viewed as an important experience but is also personal and intimate. Due to this dynamic, customers oftenretailers. Customers invest time on Signet websites through(through conversational commercecommerce) and on social media to experience theexplore a range of merchandise assortments prior tobefore visiting brick-and-mortarphysical stores to execute a purchase transaction. Particularly relatedmake purchases. About 78% of in-store buyers also interact with our digital channels. For high-value digital transactions, our customers prefer to high value transactions, customers will supplement their online experience with an in-store visit prior to finalizing a purchase.visit.

Through Signet’sSignet operates websites the Company educatesfor each of its banners that serve as educational resources for customers about the jewelry category, and provides them with a source ofseeking information on jewelry products brands, and available merchandise, as well asbrands. These websites also offer customers the ability to buy online. Signet’s websites are integrated with a customer’s local store, so that merchandise orderedpurchase products online may beand have them delivered to their local store or at home. BannerCustomers can filter product assortments by various delivery methods, including quick ship, buy-online-pickup-in-store (“BOPIS”), and same-day delivery. The Signet banner websites continue to make an important and growing contribution to thedrive a modernized customer experience as well aswhile contributing to each Segment’sbanner's marketing programs. Signet’s OmniChannel strategy will continue to focus on:

Connected Commerce Strategies
InvestmentsInvest in technologytechnologies and digital capabilities to enhance the customer journey. These include developing AI drivenjourney, including AI-driven conversational commerce, the ability to virtually try on products,virtual product try-ons, visual search tools, configuration capability, jewelry relatedflexible payment options, jewelry-related services, enhanced personalization / personalization/behavioral targeting, creative execution, and brand differentiation.
Prioritize customer-centric delivery options, including BOPIS, curbside pickup, same-day delivery, quick ship, ship from store and ship to UPS Access Points. The aim is to create a hassle-free customer experience, connecting websites and customers seamlessly. Approximately 30% of customers currently use these convenient and flexible delivery options.
Introduced new payment methods this year to meet our customers' unique needs, including Google Pay, Venmo, and the option to split payments between two credit cards. In addition, Signet will continuewe have invested in virtual and in-store selling to focus on customer first delivery options (such as buy online, pick up in store, “BOPIS”, same day delivery, curbside pickup), creating a seamless customer experience between the websites, virtual selling and in stores, makingmake it easier and more enjoyable for customers to shop whenever and however they choose to shopchoose. In Fiscal 2024, we launched more than 5,000 Digital Storefronts so our jewelry consultants can now connect with Signet.customers anytime, anywhere, and sell beyond the limitations of physical stores.
In Fiscal 2021, the Company introduced 2-way SMS as a communication channel with virtual jewelry experts. This channel has grown almost every quarter since inception, and now represents almost one in three digital contacts after customer preferences shifted in
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Fiscal 2024. Over the past two years, approximately 35% of customers who engaged with Virtual Jewelry Experts via SMS made in-store purchases after their conversation. This solidifies the Company's investment in Connected Commerce strategies. The expansion ofCompany has implemented asynchronous messaging with intent recognition, and the ability to routeallowing efficient routing to the appropriate expert based on that intent recognition whether that be acustomer intent. For example, sales expert forexperts can assist customers with engagement rings, watches, orand other gifts, while service experts can assist with existing orders or servicepurchases.
Signet launched its Vault Rewards loyalty program across its North American banners in Fiscal 2022 to an existing order or purchase.incentivize repeat purchases and increase customer engagement. With over 5.2 million Vault Rewards members, it aims to increase customer engagement and purchases by offering its members various benefits.

Increased useWith the introduction of powerful customer-based data analyticsa robust Customer Data Platform and Journey Analytics and Orchestration program, the Company aims to achievegain a more comprehensive viewdetailed and personalized understanding of the customer, which is expectedcustomer. This program will enable the Company to allow the Companyactivate cookie-less data to follow up on previous purchases as well asand anticipate theircustomer needs. We also personalize our messaging and onsite experiences based on our customer's purchasing preferences and behavior to build stronger connections and increase purchase confidence.

AddingSignet has added new capabilitycapabilities to Signet’s digital customer clienteleits Digital Customer Clientele program which enables the Company’sto help jewelry consultants to buildestablish a more direct relationship with their customers and provide a personalized experience. In Fiscal 2022, this program was further improved bycreating a Digital In-Store Integration team to create a more personalized customer experience.lead the integration of digital tools in physical stores. Partnering closely with the IT and Operations teams, the team works to enhance existing applications and systems in stores. The team also uses advanced training techniques to provide appropriate training and support to the field team.
Signet’sSignet also leverages "virtual inventory" through supplier relationships allowsthat enable the Company to display suppliers’suppliers' inventories on the banner websites for salecustomers to customers withoutpurchase while not physically holding the items in its inventory until the products are ordered by customers, which are referred to as “virtual inventory. Virtual inventory expands the choice of merchandise available to customers both online and in-store (see further inin-store. During Fiscal 2024, sales of virtual inventory accounted for approximately 60% and 14% of the ProductsNorth America reportable segment eCommerce sales and merchandising section below).total sales, respectively.
Our Commitment to Customer experienceExperience
Signet is committed to delivering an inspiring, innovative, full service, seamlessly connected customerfull-service experience for our clients regardless of their channel of choice.customers across all channels to ensure the business’s success. The Company considers this an essential element in the success of its business. The ability to recruit, developprioritizes recruiting, training, and retainretaining qualified jewelry consultants is an important capability to deliver customer satisfaction. Signet has aoffers comprehensive recruitment, training and incentive programs, including annual training conferences in place, including an annual flagship training conference in advance of the Holiday Season.spring and fall.
Signet continues to invest in capabilities to enhance the customer experience to make it more personalized and journey focused. In Fiscal 2019, journey-focused:
Signet implementedintroduced a multi-phase Voice of the Customer program utilizingusing the Net Promoter System as a componentduring Fiscal 2019. This was part of its the Company's Path to Brilliance transformation plan and customer firstcustomer-first initiatives. The first phase focusedinitial focus was on setting up the technology, establishing stable measurements throughout the shopping ecosystem for key customer journeys, and discovering how to effectively operationalize customer feedback. feedback effectively.
In Fiscal 2020, Signet expanded into phase twoimproved customer experience by providing all stores and digital properties localized access to Voice of the Customer data to manage the customer experience real-time as performance feedback is received. To further strengthen its engagement with customers, Signetfor all stores and digital properties. They also implemented a closed-loop program wherebyto enable field and customer care teams rapidlyto respond to customers directly about theircustomer feedback to ensure the Company is delivering the best possible experience. Inin real time.
Signet further optimized this program in Fiscal 2021 Signet continued to optimize the program through expanded measurements and listening posts,by integrating Voice of the Customer with additional operational data-sources to drive greater sophistication in itsdata sources, enhancing customer and employee experience management, and develop additionaldeveloping tools to infuse the stories its customers sharecustomer feedback into thetheir culture and daily practices.
In Fiscal 2022 and Fiscal 2023, Signet launched multiple survey programs in additional channels such as BOPIS, delivery, and customer care to unlock key opportunities to drive customer-centric strategies and improve experiences across Signet.
In Fiscal 2024, we included questions on customer buying occasions (gifting or engagement) to learn more about why our customers purchase from us and to better personalize their daily activities.
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Banner operations
As noted above, the Company operates sixnine banners in North America and two banners in the UK, all of which operatewith the majority operating through both online and brick and mortar retail operations. Signet has specific operating and financial criteria that must be satisfied before investing in new stores or renewing leases on existing stores, including evaluation of the mall/trade area and market potential. Substantially all of the stores operated by Signet are leased. Signet continues to repositionrationalize its store portfoliofootprint in a manner that it believes will drive greater store productivity. These efforts include development and implementation of innovative store concepts to improve the in-store shopping experience, execution of opportunistic store relocations and store closures aimed at exiting under-performing stores, and reducing the Company’s mall-based exposure and exiting regional brands.exposure.
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The store activity was as follows for Fiscal 20212024 and Fiscal 2020:2023:
January 30, 2021
Openings(1)
Closures(1)
February 1, 2020
Openings(1)
Closures(1)
February 2, 2019
February 3, 2024February 3, 2024
Openings (1)
Closures (1) (3)
January 28, 2023
Openings (1) (4)
Closures (1)
January 29, 2022
North America segment:North America segment:
Mall(3)
1,602 20 (266)1,848 31 (115)1,932 
Mall (2)
Mall (2)
Mall (2)
Off-mall and outlet
Off-mall and outlet
Off-mall and outletOff-mall and outlet879 33 (63)909 (23)925 
Total North America segment store activityTotal North America segment store activity2,481 53 (329)2,757 38 (138)2,857 
Total North America segment store activity
Total North America segment store activity
International segment store activity
International segment store activity
International segment store activityInternational segment store activity352  (99)451  (26)477 
Signet totalSignet total2,833 53 (428)3,208 38 (164)3,334 
North America Total net selling square feet (thousands)(2)
North America Total net selling square feet (thousands)(2)
3,764 4,121 4,231 
Decrease in net store selling space(8.7)%(2.6)%(5.8)%
North America Total net selling square feet (thousands) (2)
North America Total net selling square feet (thousands) (2)
Increase (decrease) in net store selling space
Increase (decrease) in net store selling space
Increase (decrease) in net store selling space(1.4)%0.9 %0.5 %
International Total net selling square feet (thousands)
International Total net selling square feet (thousands)
International Total net selling square feet (thousands)International Total net selling square feet (thousands)408 478 499 
Decrease in net store selling spaceDecrease in net store selling space(14.6)%(4.2)%(4.8)%
Decrease in net store selling space
Decrease in net store selling space(15.4)%(3.7)%(0.7)%
(1)Includes 3313 store repositions in Fiscal 20212024 and 1823 repositions in Fiscal 2020.2023.
(2)Includes 133 thousand, 159 thousand, and 171 thousand square feet of net selling space in Canada as of January 30, 2021, February 1, 2020, and February 2, 2019, respectively.
(3)    Includes mall-based kiosks for the Banter by Piercing Pagoda banner.
(3)    Includes 16 stores from the divestiture of the UK prestige watch business as described in Note 4 of Item 8.
(4)    Includes 23 locations acquired from Blue Nile in Fiscal 2023 as described in Note 4 of Item 8.
Refer to Item 2 for additional information on the Company’s real estate portfolio.
North America Banners
The North America reportable segment operates jewelry stores in malls, mall-based kiosks and off-mall locations throughout the US and Canada and online under national banners including Kay, Zales, Jared, Peoples, Banter by Piercing Pagoda and Piercing Pagoda.Diamonds Direct. Additionally, the Company operates online through JamesAllen.com,James Allen, Blue Nile and Rocksbox, as well as each of the individual banner websites.
Kay Jewelers (“Kay”)
Kay is the largest specialty retail jewelry brand in the US based on sales. Kay operates in shopping malls, off-mall centers, outlet malls and online. Kay is positioned as the champion of modern love and gratitude, the #1 US jeweler for bridal and all occasion-based gifting offering a broad assortment of fine jewelry including bridal, diamond solitaire, fashion jewelry and watches.
Kay accounted for 38%36% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020: 39%2023: 36%).
Zales Jewelers (“Zales”)
Zales Jewelers is the third largest specialty retail jewelry brand in the US based on sales. Zales operates primarily in shopping malls, outlet malls, neighborhood power centers and online. Zales “The Diamond Store” is positioned as the style and self-expression fine jewelry authority, an emphasis on fashion orientedfashion-oriented bridal, gifting and self-purchase consumers offering a broad range of bridal, diamond solitaire, fashion jewelry and watches.
Zales accounted for 22%18% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020: 21%2023: 18%).
Jared The Galleria Of Jewelry (“Jared”)
Jared which offers the broadest selection of merchandise, is the fourth largest US specialty retail jewelry brand by sales and is a leading off-mall destination specialty retail jewelry store chain. Jared is positioned withto curate an “accessible luxury” assortment and additional services to appeal to a higher income customer and deliver higher average price points than Kay and Zales. Every Jared storealso has an on-site designDesign & Service Center, which service multiple banners, and service center where mostspecialize in repairs are completed withinof jewelry and the same day.
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custom jewelry designs for our guests (refer to Services section below).
Jared locations are normallytypically free-standing sites with high visibility and traffic flow, positioned close to major roads within shopping developments. Jared stores usuallyprimarily operate in retail centers that contain strong retail co-tenants, including big box, destination stores and some smaller specialty units.

Jared also operates an outlet-mall concept known as Jared Vault. These stores are smaller than off-mall Jared stores and offer a mix of identical products as Jared, as well as different, outlet-specific products at lower prices.
Jared accounted for 18%17% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020: 18%2023: 17%).
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Piercing Pagoda
Digital banners
On August 19, 2022, the Company acquired all of the outstanding shares of Blue Nile, Inc. (“Blue Nile”). Blue Nile is a leading online retailer of engagement rings and fine jewelry. This acquisition brought together James Allen, the world’s premier online retailer of fine diamonds and bridal jewelry, and Blue Nile, as Signet’s digital banners, to maximize and achieve meaningful operating synergies that increases value for both our customers and shareholders. The strategic acquisition of Blue Nile accelerated Signet’s initiative to expand its bridal offerings and grow its accessible luxury portfolio as well as extending its digital leadership across the jewelry category. Blue Nile brings a lower overall price mix than James Allen, but a higher engagement ring ticket, and complements James Allen with an older demographic focused on luxury purchases, all of which has been immediately additive to the top of Signet’s customer funnel.
Digital banners accounted for 9% of Signet’s consolidated sales in Fiscal 2024 (Fiscal 2023: 7%).
Diamonds Direct
Diamonds Direct is an off-mall, destination jeweler in the US, with a highly productive and efficient operating model with demonstrated growth and profitability. Diamonds Direct’s strong value proposition, extensive bridal offerings and customer-centric, high-touch shopping experience is a destination for younger, luxury-oriented bridal shoppers. The acquisition of Diamonds Direct in Fiscal 2022 furthers Signet’s accessible luxury positioning with a distinct focus on bridal, appealing to a higher income customer and delivers higher average price points compared to other banners. Diamonds Direct’s stores are typically located in desirable off-mall sites proximate to high-end, destination centers alongside strong performing upscale retailers.
Diamonds Direct accounted for 6% of Signet’s consolidated sales in Fiscal 2024 (Fiscal 2023: 6%).
Banter by Piercing Pagoda the(“Banter”)
Banter invites confident creatives to explore their styles with curated jewelry and piercing services brand, empowers its customers to express themselves with affordably priced selections of basic andservices. The assortment includes fashion gold, silver and diamond jewelry, as well its newly launched premium VIP Collection.jewelry. The brand operates online andprimarily through mall-based kiosks in high-traffic areas across the US that are easily accessible and visible in regional shopping malls. During Fiscal 2021, Piercing Pagoda implemented robust COVID-19-related hygiene protocols.malls and online. The brand also offers virtual styling sessions, giving customers a new digitalan omni-channel shopping experience. Pagoda also began expandingBanter has continued to expand its facial piercing offerings with the introduction of hollow needle piercing in initial, select markets, seeing opportunity to leverage this growing trend. Banter also launched Permanent Jewelry in 160 locations and continues to expand its services.
Piercing PagodaBanter accounted for 6%5% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020:2023: 5%).
JamesAllen.com (“James Allen”)
Unlike the rest of Signet store banners, James Allen does not principally operate in physical retail stores. During Fiscal 2019, the first James Allen concept store and showroom was launched in Washington D.C. featuring advances in digital technology and a millennial-inspired shopping experience. This store enables the Company to test new concepts and incorporate innovation in new store design plans for all of the Company’s banners.
James Allen accounted for 6% of Signet’s consolidated sales in Fiscal 2021 (Fiscal 2020: 4%).
Peoples Jewellers (“Peoples”)
Peoples is Canada’s largest specialty jewelry retailer and is positioned as “Canada’s #1 Diamond Store” emphasizing its diamond business while also offering a wide selection of gold jewelry, gemstone jewelry and watches. Peoples operates primarily in shopping malls and online.
Peoples accounted for 3% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020:2023: 3%).
Rocksbox
Rocksbox is a jewelry rental subscription business that allows members to discover new looks, trends or add classic styles to their jewelry collection. Rocksbox is direct to customer, acquiring members primarily through digital advertising. Rocksbox accounted for less than 1% of Signet’s consolidated sales in Fiscal 2024 and Fiscal 2023.
International Banners
The International reportable segment operates primarily in the United KingdomUK and Republic of Ireland. The International segment transacts mainly in British pounds, as sales and the majority of operating expenses are incurred in that currency.
H.Samuel
H.Samuel has over 150 years of jewelry heritage, with a target customer focused on inexpensivelower-price point fashion-trend oriented, everyday jewelry. H.Samuel continues to focus on larger store formats in regional shopping centers.
H.Samuel accounted for 3% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020: 4%2023: 3%).
Ernest Jones
Ernest Jones serves the upper middle market, with a target customer focused on high-quality, timeless jewelry. During Fiscal 2024, the Company divested its prestige watch business, which consisted primarily of 21 Ernest Jones locations (refer to Note 4 of Item 8 for further information).
Ernest Jones accounted for 4%3% of Signet’s consolidated sales in Fiscal 20212024 (Fiscal 2020: 4%2023: 3%).
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Products and merchandising
Signet believes that a competitive strength is its industry-leading merchandising. Merchandise selection, innovation, availability and value are all critical success factors. The range of merchandise offered and the highappropriate level of inventory availability are supported centrally by extensive and continuous research and testing. Signet’s jewelry merchant teams are constantly evaluating global design trends, innovating, and developing new jewelry collections, including through strategic partnerships, that resonate with customers.
Suppliers
In Fiscal 2021,2024, the five largest suppliers collectively accounted for 18.7%approximately 20% of total purchases, with the largest supplier comprising 4.7%approximately 5%. Signet transacts business with suppliers on a worldwide basis at various stages of the supply chain with third party diamond cutting and jewelry manufacturing being predominantly carried out in Asia.
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Merchandise
Details of merchandise mix by major product category (excluding repairs, extendedsales from service plans, repairs, subscriptions, loose diamonds and other miscellaneous sales) are shown below:
North AmericaInternationalConsolidated
Fiscal 2021
North America
North America
North AmericaInternationalConsolidated
Fiscal 2024
Bridal
Bridal
BridalBridal49 %48 %49 %50 %46 %50 %
FashionFashion46 %20 %44 %Fashion45 %21 %44 %
WatchesWatches3 %31 %5 %Watches4 %33 %5 %
OtherOther2 % %2 %Other1 % %1 %
100 %100 %100 %
Fiscal 2020
100 100 %100 %100 %
Fiscal 2023 (1)
Bridal
Bridal
BridalBridal51 %34 %49 %50 %46 %50 %
FashionFashion43 %26 %42 %Fashion45 %19 %44 %
WatchesWatches%37 %%Watches%35 %%
OtherOther%%%Other%— %%
100 %100 %100 %
100 100 %100 %100 %
(1)    Certain amounts have been reclassified between bridal, fashion and other merchandise categories to conform to the Company’s current product categorizations.
The bridal category, which includes engagement, wedding and anniversary purchases, is predominantly diamond jewelry. Like fashion jewelry and watches, bridal isAll of our product categories are to an extent dependent on the economic environment as customers can trade up or down price points depending on their available budget. BridalDuring Fiscal 2024, bridal and fashion represented 49%50% and 44%, respectively, of Signet’s total merchandise sales.
The fashion category is significantly impacted by gift giving in the Holiday Season, Valentine’s Day and Mother’s Day time periods and represented 44% of Signet’s total merchandise sales during Fiscal 2021.
Merchandise is categorized as non-branded, third partythird-party branded, and branded differentiated and exclusive. Non-branded merchandise includes items and styles such as bracelets, gold necklaces, solitaire diamond rings, and diamond stud earrings. Third party branded merchandise includes mostly watches. Branded differentiated and exclusive merchandise are items that are branded and exclusive to Signet within its marketplaces, or that are not widely available from other jewelry retailers (e.g(e.g. Vera Wang Love®, Neil Lane®, Disney Enchanted®).
Signet believes that the development of branded differentiated and exclusive merchandise raises the profile of its banners, helps to drive sales and provides its well-trained sales associatesjewelry consultants with a powerful selling proposition. Digital marketing and national television advertisements include elements that drive brand awareness and purchase intent of these ranges.intent. Signet’s scale and proven record of success in developing branded differentiated and exclusive merchandise attracts offers of such programs from jewelry manufacturers, designers and others ahead of competing retailers, and enables it to leverage its supply chain strengths.
Merchandise held on consignment is used to enhance product selection and test new designs. This minimizes exposure to changes in fashion trends and provides the flexibility for the Company to return non-performing merchandise. Virtually allmerchandise to vendors. The bulk of Signet’s consignment inventory is held in the US.North America reportable segment.
Raw materials
The Company’s costs, as with the jewelry industry as a whole, are generally affected by fluctuations in the price and supply of natural and lab-created diamonds, gold and, to a much lesser extent, other precious and semi-precious metals and stones. The cost of raw materials is only part of the costs involved in determining the retail selling price of jewelry, with labor costs and assembly costs from third partythird-party vendors also being significant factors.
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Diamond sourcing
Signet procures its diamonds mostly as finished jewelry and, to a smaller extent, as loose polished diamonds and rough diamonds which are in turn polished,polished. The Company primarily polishes natural rough diamonds it procures in Signet’s Botswana factory.factory, and lab-created rough diamonds the Company procures are polished at third-party factories.
Signet purchases finished product where management has identified compelling value based on product design, cost and availability, among other factors. Under certain types of arrangements, this method of purchasing also provides the Company with the opportunity to reserve inventory held by vendors and to make returns or exchanges with suppliers, which reduces the risk of over- or under-purchasing. Signet’s scale, balance sheet and robust procurement systems enable it to purchase merchandise at advantageous prices and on favorable terms.
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Signet purchases loose polished diamonds in global markets (e.g. India and Israel) from a variety of sources (e.g. polishers and traders). Signet mounts stones in settings purchased from manufacturers using third partiesthird-party and in-house resources. By using these approaches, the cost of merchandise is reduced, and the consistency of quality is maintained, enabling Signet to provide better value to customers. Buying loose diamonds helps allow Signet’s buyers to gain a detailed understanding of the manufacturing cost structures and, in turn, leverage that knowledge with regard to negotiatingnegotiate better prices for the supply of finished products.
Signet continues to take steps to advance its vertical integration, which includes natural and lab-created rough diamond sourcing and processing. Signet’s objective with this initiative is to secure additional, reliable and consistent supplies of diamonds for customers worldwide while achieving further efficiencies in the supply chain. Signet contracts with factories in India for polishing of rough lab-created diamonds it procures from producers. Signet owns a natural diamond polishing factory in Gaborone, Botswana. The Company is a DeBeers sightholder and receives contracted allocations of rough diamonds from DeBeers and Alrosa.diamonds. Signet has also established a diamond liaison office in India and a diamond trading office in New York to further support its sourcing initiative.operation.
RoughNatural rough diamonds are purchased directly from the miners and then the stones are marked, cut and polished in Signet’s own polishing facility. Any stones deemed unsuitable for Signet’s needs are sold to third parties on the open market.
Marketing and advertising
Marketing is one of Signet’s most critical investments. It generatesThe Company leverages its marketing spend to drive customer awareness, purchase consideration, traffic, and purchase considerations,revenue in the short-term, and customer loyalty, lifetime value and market share growth over time strengthens its banners and drives share growth.time. Effective and efficient marketing investment is a competitive advantage in the jewelry industry, which involves a discretionary purchase where the majoritymuch of the merchandise is not branded, and the purchase cycle can stretch to years.
Signet’s marketing allocations between the various investment options (broadcastis actively managed across multiple online and offline consumer touchpoints including linear television, and radio, direct mail, digital marketing, social media influencers and in store materials) have evolvedcreators, digital advertising, and in-store product storytelling. Spend distribution evolves over time asto align to changes in consumer habitsbehavior, marketing technology (e.g., AI and business needs change. Spend decisions are driven by the best available facts, which now use some of the most sophisticated tools on the market. In particular, marketing spend is evaluated on return-on-investment (“ROI”) wherever possible. Signet has developed sophisticated Market Mix Modeling, which separates out the ROI of individual marketing elements using multi-variant regression analysis. As marketing is at the heart of Signet’s customer first mindset, this capability has resulted in significant increases in the ROI of the Company’s marketing investments over the past two years.personalization capabilities), and economic shifts.
As marketing activities are undertaken throughout the year, digital and data capabilities provide close to real-time insightinsights into customer journeys, enabling personalized journey-based communications at the most appropriate moment through social media and digital marketing. In Fiscal 2021,communications. Signet continuedcontinues to transformevolve its marketing model by re-balancingbalancing the timing and mix of its media investments, leveraging a more personalized journey-based approach, and modernizing itsevolving content and messaging. In Fiscal 2021, Signet continued to invest more on digital and social marketing than on television advertising, and significantalign to shifts in media efficiencies enabled it to drive more total customer impressions with less spend per impression.consumption. While the Company will maintainmaintains its strong media presence in theduring traditional time-based holidays (Valentine’s(e.g., Valentine’s Day, Mother’s Day, and the Holiday Season), Fiscal 2021Signet has also paved the way for it to use complex customer data to growexpanded its share of personalvisibility in milestone gifting occasions such as(e.g., birthdays and anniversaries, as well as continue its emphasisanniversaries) and in targeted “always on” bridal messaging.
The individual Signet aims to optimize the effectiveness of its creative campaigns, buildingbanners are highly focused on thedriving differentiated banner differentiation strategies. The bannersvalue propositions across all customer touchpoints. In doing so, they work with a portfolio of media and creative agenciespartners and a data-savvy media agency. The banners have rigorously tested advertisingaccess to qualify content across platforms, which has improved the effectivenessan array of Signet’s campaigns. Through collaboration with these agencies, Signet continues to evolve its campaigns with more sophisticated, journey specific content based on in-depth customer insight.internal and external data, analytics, and personalization expertise.
Details of gross advertising (i.e. advertising before vendor contributions) by segment is shown below:
Fiscal 2021Fiscal 2020Fiscal 2019
Fiscal 2024Fiscal 2024Fiscal 2023Fiscal 2022
(in millions)(in millions)Gross advertising spendingas a % of segment
sales
Gross advertising spendingas a % of segment
sales
Gross advertising spendingas a % of segment
sales
(in millions)Gross advertising spendingas a % of salesGross advertising spendingas a % of salesGross advertising spendingas a % of sales
North AmericaNorth America$329.5 6.8 %$370.0 6.6 %$368.5 6.6 %North America$508.8 7.6 7.6 %$536.4 7.4 7.4 %$508.6 7.0 7.0 %
InternationalInternational13.5 3.8 %18.9 3.6 %19.3 3.3 %International14.0 3.3 3.3 %19.2 4.1 4.1 %18.4 3.7 3.7 %
SignetSignet$343.0 6.6 %$388.9 6.3 %$387.8 5.8 %Signet$522.8 7.3 7.3 %$555.6 7.1 7.1 %$527.0 6.7 6.7 %
Other sales
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Services
The Company offers repair services to its customers that include both merchandise repairs and services
Customcustom design services. These services represent less than 5% of sales. Signet’s custom jewelry sales uses a proprietary computer selling system and in-store design capabilities. Design & Service Centers, located in Jared stores, are staffed with skilled artisans who support the custom business generated by other North American stores.consolidated sales; however, they represent an important opportunity to build customer loyalty. The custom design and repair business has its own field management and training structure.
Repair services represent less than 5% of sales but are an important opportunity to build customer loyalty. The Jaredstructure and operates in Design & Service Centers openlocated in Jared stores. These Design & Service Centers are staffed with skilled artisans who support the same hours asrepair and custom business generated in the store, also support other North American stores’ repair business.
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TableKay, Zales and Jared banners. Repairs are completed in less than four days on average. Signet’s custom jewelry sales use a proprietary computer selling system and in-store design capabilities. In Fiscal 2024, Signet expanded its capabilities with the acquisition of Contents
SJR in July 2023. Signet now provides business to business (“B2B”) repairs and completes its own watch repairs. In addition, Signet has retained the former Blue Nile fulfillment center in Seattle, Washington, to create a central facility to perform customer repairs and extend our B2B capacity.
The North America segment sells extended service plans covering lifetime repair service for jewelry and jewelry replacement plans.plans in Banter. The Design & Service Centers also servicesservice the lifetime repair service plans for Kay, Zales and Jared, in addition to supporting the chargeable repairs and custom businesses. The lifetime repair service plans cover services such as ring sizing, refinishing and polishing, rhodium plating of white gold, earring repair, chain soldering and the resetting of diamonds and gemstones that arise due to the normal usage of the merchandise or a replacement option if the merchandise cannot be repaired. The extended service plans are a valuable part of the customer experience and product offerings. These plans provide the Company a higher rate of profitability than merchandise sales and are a significant component of Signet’s operating income. In Fiscal 2022, the Company introduced updated extended service agreements offering unique plans for both bridal and fashion merchandise, with additional benefits including engraving for bridal merchandise. Jewelry replacement plans require the issuance of new replacement merchandise if the original merchandise is determined to be defective or damaged within a defined period in accordance with the plan agreement. The North America segment also offers customers a two-year fine watch warranty. Additionally, ZalesOther services managed through recent third-party offerings include personal jewelry insurance and Piercing Pagoda offer a one-year jewelry replacement program, which requires the issuance of new replacement merchandise if the original merchandise is determined to be defective or damaged in accordance with the plan agreement.appraisals. Refer to Note 3 in Item 8 for further information on these plans.
In Fiscal 2023, Signet introduced the Vault Rewards loyalty program online and across Kay, Zales and Jared, which is a program that provides its members with benefits and offers once enrolled. As of the end of Fiscal 2024, the Company had over 5.2 million members enrolled in this program.
Customer finance
Several factors inherent in the US jewelry business support the circumstances through which Signet is positioned to generate profitable incremental business through its partner supported consumer payment programs. These factors include a high average transaction value and a significant population of customers seeking to finance merchandise, primarily in the bridal category. Signet’s consumer credit and lease programsfinancial service offerings are an integral part of its business and a major driver of customer loyalty.retention. In North American markets, customers are offered revolving and promotional credit plans under Signet’s private label credit card programs, online payment options, a lease purchase option provided by Progressive Lease,Leasing, and installment loan and split-payment options provided by Affirm, allowing Signet to offer payment options that meet each customer’s individual needs. In addition, the Company has partnerships with third-party providers who directly extend creditfinancing to its customers, and who also manage and service the customers’ accounts.
Below is a summary of the payment participation rate in North America which reflects activity for in-house andSignet’s outsourced credit program customers in North America includingfor Kay, Jared, Zales and Piercing PagodaBanter customers, as well as lease purchase customers:
(dollars in millions)(dollars in millions)Fiscal 2021Fiscal 2020(dollars in millions)Fiscal 2024Fiscal 2023
Total North America sales (excluding James Allen)$4,539.4$5,315.2
Total North America sales (1)
Total North America sales (1)
$5,599.6$6,189.8
Credit, lease and Affirm purchase salesCredit, lease and Affirm purchase sales$1,888.9$2,652.4Credit, lease and Affirm purchase sales$2,463.0$2,734.2
Credit, lease and Affirm purchase sales as % of total North America sales41.6 %49.9 %
Credit, lease and Affirm purchase sales as % of total eligible North America sales (1)
Credit, lease and Affirm purchase sales as % of total eligible North America sales (1)
44.0 %44.2 %
(1) Excludes Diamonds Direct, digital banners and Rocksbox, as these banners do not participate in the Company’s financing programs discussed above.
Through Signet’s partnerships, the Company is able to offer a range of financing, leasing, and payment opportunities across most of its banners. The Company continues to findsource and develop new options to meet its customer’s needs across the various merchandise price points. These offerings and partnerships allow the Company to focus on its core business of being the premier jewelry partner for its customers.
Comenity Bank providesand Comenity Capital Bank (collectively “Comenity”) provide credit and services to the Kay, Jared, Zales and Piercing Pagoda banners and to prime-only credit quality customers for Kay and JaredBanter banners. Concora Credit (“Concora”, formerly Genesis Financial Solutions (“Genesis”)Solutions) provides a second look program for applicants declined by Comenity. Progressive Leasing provides a no credit needed financing option in Kay, Jared, Zales and Banter banners. During Fiscal 2024, the Comenity Bank. For Kay and Jared banners,Concora program agreements were amended and restated to terminate in December 2028 and December 2025, respectively. Additionally, in Fiscal 2024, Signet originatesterminated purchase agreements with Carval and Castlelake (“Investors”) and The Bank of Missouri, the issuer for the add-on receivables for prior non-prime accounts. In Fiscal 2024, Concora purchased the Investors’ non-prime receivables and sells them subject to a contractually agreed upon discount rate to funds managed by CarVal Investors (“CarVal”), Genesis, and Castlelake, L.P. (“Castlelake”). CarVal and Castlelake first began purchasing non-prime receivables in June 2018, and Genesis began purchasing non-prime receivables in January 2021 (CarVal, Castlelake, and Genesis are herein referred to, collectively, as the “Investors”).maintaining add-on purchase capabilities. Servicing of theon non-prime receivables, including operational interfaces and customer servicing, is provided by Genesis.
Concora. As a result of variousthe amended and restated agreements entered into with the Investors duringComenity and Concora, Signet has not retained any customer in-house finance receivables since Fiscal 2021, Signet maintained all non-prime receivables for newly originated accounts from April 23, 20202022. Additionally, in Fiscal 2024, the
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Progressive Leasing program agreement was amended and restated to January 11, 2021, and will continue to maintain add-on purchases for those accounts. Beginning January 11, 2021, CarVal and Genesis began purchasing the non-prime receivables on all newly originated accounts, while all Investors will continue to purchase add-on receivables on existing accounts previously purchased. These agreements are effective until June 30, 2021.terminate in May 2031. Refer to Note 4 in12 of Item 8 for additional information related to these transactions.further information.

HUMAN CAPITAL MANAGEMENT
Signet’s People First approach

At Signet, our approach to Human Capitalhuman capital management starts with our core value of “People First” and aims at creating a truly attractive, inclusive, innovative, and productivecollaborative company culture. We believe that thriving employees are integral to Signet’s success. Our Path to Brilliance transformation strategy was inspired by our confidence in the brilliance of the Signet team and our commitment to their success and personal growth. As a retail company, sales and customer relationships are at the core of our business model. Our success depends on our ability to attract, develop, and retain highly engaged and motivated employees.team members who are deeply connected to our Purpose of Inspiring Love. All team members are immersed in Signet’s employee experience where team members are invited to be their best selves; introduced to new ideas that grow their passion, not just their jobs; and are inspired to inspire more love in the world. The execution of our Inspiring Brilliance business strategy is supported by our confidence in the Signet team and our commitment to their overall success and personal growth. We believe that thriving and engaged team members are integral to Signet’s success. By focusing on strong people practices, we foster improved retention rates and a better-trained workforce to delight our customers. Our emphasis on rewarding our hourly employees
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retail team members with faircompetitive wages and competitive benefits provides a compelling package. Signet has maintained a minimum wage of $15/hour for our US operations throughout multiple acquisitions since the fall of Fiscal 2022 and our full-time, hourly paid median employee, who is a jewelry consultant, earned $40,754 for Fiscal 2024 with commissions and incentives.
In Fiscal 2021,2024, Signet was named ais proud to be certified by Great Place to Work-Certified™ CompanyWork® for the fourth consecutive year which reflects the pride, belongingengagement, and confidenceenthusiasm of employeesour team members throughout our organization. This is a recognition that we are proud and honored to hold and weWe attribute this accolade to our focus on our Purpose, company culture, team member engagement and our overall human capital management efforts.strategy. In addition,Fiscal 2024, Signet was named to two lists by Newsweek magazine, America’s Greatest Workplaces for Women 2024 and America’s Greatest Workplaces for Diversity 2024. Signet received a score of 95 out of 100 on the Bloomberg® GenderHuman Rights Campaign Foundation’s 2023-2024 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.
Vision for the third yearfuture
As noted in the Purpose and Strategy section, the Company released its 2030 CSGs in Fiscal 2022. The Company’s CSGs provide a row –roadmap for Signet’s commitment to sustainability. Under the only specialty retail jeweler to do so.

heading “Love for Our Team,” the Chief People Officer is responsible for critical CSGs in the areas of Employer of Choice, Community of Inclusiveness, and Purpose and Appreciation. A full list of Signet’s CSGs is published on the Company’s corporate website and an annual progress report on the CSGs is included in the Company’s annual Corporate Citizenship and Sustainability report.
Employees and demographics

As of January 30, 2021,February 3, 2024, the approximate number of full-time equivalent personsglobal team members employed at Signet was 21,70027,991 as compared to 26,100 for Fiscal 2020.29,660 at January 28, 2023. Approximately 90%88% of the Company’s workforce was employed in North America. As of January 30, 2021, our
February 3, 2024January 28, 2023January 29, 2022
North America24,639 25,794 27,162 
UK2,737 3,205 3,239 
Other international615 661 455 
Total27,991 29,660 30,856 
The following table provides additional information related to the North America employees consistedteam members as of 75% femaleFebruary 3, 2024 and 37% Black, Indigenous, and PeopleJanuary 28, 2023. Fiscal 2023 excludes Blue Nile.
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Table of Color (“BIPOC”). Breaking down our BIPOC representation further, our employees are 13% Black, 14% Hispanic or Latinx, 5% Asian, 3% Multiracial, < 1% American Indian or Alaskan Native, and < 1% Native Hawaiian or other Pacific Islander. Additionally, 41% of our employees are over the age of 40.Contents

February 3, 2024January 28, 2023
Headcount by status
Full-time14,297 14,475 
Part-time10,342 10,704 
Total24,639 25,179 
Demographic information
By Gender
Women72.9 %72.9 %
Men26.0 %25.8 %
Chose not to identify1.1 %1.3 %
By Race/Ethnicity
Number of Black or African American employees13.4 %13.3 %
Number of American Indian and Alaska Native employees0.8 %0.8 %
Number of Asian employees6.5 %5.6 %
Number of Caucasian and White employees49.6 %50.6 %
Number of Hispanic and Latino employees15.9 %15.2 %
Number of Native Hawaiian and Other Pacific Islander employees0.4 %0.5 %
Number of employees of two or more races3.6 %3.6 %
Number of employees of unknown ethnicities9.8 %10.4 %
Diversity, equity, and inclusion

WeInspired by our Purpose and by our core value of “People First,” we value building a diverse workforce, embracing different perspectives, and fostering an inclusive, empowering work environment forwhere our employeesteam members feel they belong and customers feel welcomed. This diversity in our teams helps our customers feel comfortable in our stores and helps us understand the tastes, interests and purchase preferences of those customers.
Our diversity, equity and inclusion efforts transcend all levels of our Company, from our base-level employeesretail store team members through our leadership team and Board of Directors (“Board”). Currently, 58 percent of ourOur Board are gender orcurrently includes six female members, including one appointed in February 2024 (not reflected in table below), as well as two ethnically diverse including five female Board members, and 60 percentmembers. Approximately 40% of our senior vice presidentsNorth America Vice Presidents and above are gender and/orwomen and approximately 15% of Vice Presidents and above are ethnically diverse. In addition, we have a long-standing commitment to equal employment opportunity,The following represents further information about the diversity of our Signet team as evidenced byof the Company's Equal Employment Opportunity Policy. end of Fiscal 2024:
TotalMaleFemaleChose not to identifyNon-BIPOCBIPOC
Board12 58.0 %42.0 %— %83.0 %17.0 %
Signet Leadership Team22 40.9 %59.1 %— %81.8 %18.2 %
VP and Above (Support Center)(1)
158 60.1 %39.9 %— %85.4 %14.6 %
Directors and Above (Support Center)(1)
427 43.1 %56.9 %— %82.9 %17.1 %
Assistant Manager and Above (Retail Stores)(1)
5,406 25.4 %74.3 %0.3 %62.9 %37.1 %
(1) North America
In response to the Fiscal 2024 Great Place to Work®Work® Trust Index© EmployeeIndexTM Survey, 89 percentSignet team members responded positively to statements regarding fair treatment in our Company. Of team members surveyed, 88% of Signet employeesteam members responded, "People here are treated fairly regardless of race."their race” and 91% of Signet team members responded, “People here are treated fairly regardless of their sexual orientation.” Furthermore, we recognize the diversity of our customer base's diversitycustomers and strive to have a workforce that is representative of such customers.

the communities where we live and work. In Fiscal 2024, approximately 48% of US hires in our retail stores and support centers were persons of color.
We are committed to advancing diversity equity and inclusion in the workplace. Weworkplace and fostering an inclusive culture, which includes providing team members the opportunity for self-selection of gender identity, preferred pronouns, and their name pronunciation. This reinforces the invitation for team members to bring their whole selves to work.
Our executive sponsors have implemented measures to ensure accountability through initiatives such as empoweringcollaborated with our eight Business Resource Groups which are employee-led volunteer groups to improve attraction, retention, inclusion, and engagement of a diverse workforce by developing programming and initiatives. Currently, we have six Business Resource Groups:- Veterans, Signet Pride (LGBTQ+), Women,Women’s, Black Employee Network, Young Professionals, and Transforming Inclusivity Diversity Equity and Equality (“TIDE”). In addition, during, Diamante (Hispanic and Latinx) and Asian Pacific Employee Network - to create a culture of inclusion. As a result of this partnership, the membership and participation rate for Signet’s Business Resource Groups increased more than 40% from Fiscal 2021 we launched a series2023 to Fiscal 2024.
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Table of town halls entitled “Signet Speaks Out” to provide a safe, open forum for employees to have honest and candid discussions about important topics such as racism. In addition, asContents
As part of our commitment to continued enhancements in our diversity, equity, and inclusion efforts, we require employees to undergoprovide team members annual training onin various areas that support building a more inclusive workplace. This includes unconscious bias and microaggressions.inclusive leadership training.
Signet is proud of its supplier diversity program launched in Fiscal 2022. The spend with diverse suppliers is growing each year.
Training
We’re creating an inclusive and energizing environment where all team members can be empowered to learn, grow, and have meaningful careers. Advancement opportunities through internal leadership mentorship programs, training, internships, and a recruiting strategy to ensure we pursue top diverse talent. In addition, the Company has implemented development programs focused on increasing the diversity of our leadership at every level. In Fiscal 2024, Signet continued its Enterprise Mentoring Program to support personal and career growth. More than 230 team member mentorship pairs were formed through the program in Fiscal 2024.

In Fiscal 2024, Signet continued to invest in our learning platform, Brilliant University, to support team member training, leadership development and education. The platform gives team members access to training modules from their very first day of employment. Investments in our people, such as training, allows us to recruit and retain exceptional candidates from other retailers and industries and efficiently provide them with new skills and experiences regarding Signet values, leadership traits and jewelry knowledge. The Week One Experience is an immersive, 40-hour training for all full-time team members across our Kay, Jared, Peoples and Zales banners. Signet launched the program in Fiscal 2022 with remarkable results and improved new hire retention rates. In Fiscal 2024, Signet offered the program to more than 1,200 new team members. This highlights the value of our investment in team member development and our dedication to creating an environment where they can thrive. As expanding jewelry services is a pillar of Signet’s
Inspiring Brilliance business strategy, the Company successfully launched six training programs related to jewelry services to provide our retail team members with expert knowledge.
Brilliant University empowers team members to invest in learning their job, building new skills and growing their career. The Signet team member training experience is defined by Signet’s seven leadership traits: (1) Vision and Purpose; (2) Critical Thinking; (3) Customer Obsession; (4) Employee Experience; (5) Diversity, Equity & Inclusion; (6) Innovative Action; and (7) Performance Excellence. Our leadership traits are foundational to the success of each leader at Signet no matter the job title. We believe in “leadership at every level” and Brilliant University provides education and training for team members to learn more about what each trait looks like at different levels in the organization.
Benefits
Competitive benefits are critical to our success in identifying, recruiting, retaining, and incentivizing our existing and prospective team members.
We design our benefit packages to be competitive in the marketplace and provide a compelling package for team members. As a retailer, Signet is a destination employer for both full-time and part-time workers. All US team members, regardless of full-time or part-time status, are eligible for a menu of benefits. All team members are eligible to earn paid time off and can contribute to a 401(k) Plan; a match is provided after one year. Signet offers telemedicine and Employee Assistance Programs (EAP) to all US team members. Pet, auto, and home insurance discounts are available to all team members.
Part-Time Team Members
In addition to the benefits mentioned above for all team members, Signet offers part-time team members Stride Health, a service to select health insurance in the private marketplace.
Full-Time Team Members
We provide our full-time team members with access to flexible and convenient medical benefits programs intended to meet their needs and the needs of their families. In Fiscal 2024, Signet introduced a buy-up medical plan as an option for both the standard PPO and HDHP programs. Signet also expanded coverage of its fertility programs to include coverage for all full-time team members of all genders and added WINFertility, a fertility program with concierge service designed to help team members navigate and maximize the fertility benefits included in the medical insurance. In Fiscal 2024, Signet added HingeHealth to provide virtual care for back and joint issues as well as Omada, a diabetes and hypertension management program. In addition to the benefits mentioned above for all full-time team members enrolled in the medical coverage, we offer dental and vision coverage, health savings accounts, flexible spending accounts, hospital indemnity, critical and accident insurance, short-term and long-term disability insurance, group term and voluntary life insurance for team members and their families. Signet provides health plan benefits and voluntary life insurance for same-sex domestic partners/spouses and LGBTQ team members. Signet provides transgender benefits in line with insurance program best practices. All full-time team members, regardless of gender, are eligible for paid parental leave benefits. In Fiscal 2024, Signet expanded its Bereavement Policy to include pregnancy loss and a more inclusive family member definition. All full-time team members, regardless of gender or enrollment in Signet’s medical plans, are eligible to receive reimbursement for adoption and surrogacy costs.
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Collective bargaining
We respect our employees' rights to organize and engage in bargaining in good faith to reach a collective agreement that meets team members’ needs. Our diamond polishing factory employees in Gaborone, Botswana are covered by a collective bargaining agreement (represents less than 1% of Signet’s total employees). None of our employees in the UK and North America are covered by collective bargaining agreements.
Board oversight

Our BoardSignet’s Human Capital Management & Compensation (“HCM”) Committee plays an active role in overseeing our human capital management efforts. The full Board has worked closely with the executive management team, particularly the Chief People Officer, in helping shape the newly defined culturesuccession plans and focus. Theleadership development agenda. Board oversight activities in this area include review of CEOChief Executive Officer and executive officer succession planning, review of diversity and other employee metrics, employee experience, and review of the Company's annual employee engagement survey results. In February 2021, the Board of Directors expanded the scope of our Compensation Committee by re-chartering it as the Human Capital Management and Compensation Committee (“Committee”). The Board had oversight responsibility for a wide range of human capital management efforts, but it was dispersed across multiple committees. We have now taken a much more integrated, holistic and focused approach to this critical responsibility. In addition to its compensation governance responsibilities, the HCM Committee provides oversight on behalf of the Board to overall management of human capital including culture, diversity, equity and inclusion, executive compensation programs, benefits and well-being strategy, talent management (attraction, development, and retention), performance management, and succession planning. The expanded scope of thisthe HCM Committee underscores our focus on the quality, performance, retention and development of our team.

Compensation Signet’s HCM Committee, in collaboration with the CCS Committee, oversees diversity, equity and benefits

Critical to our success is identifying, recruiting, retaining,inclusion, team member engagement and incentivizing our existing and prospective employees. We provide our employees with access to flexible and convenient medical benefits programs intended to meet their needs and the needs of their families. In addition to standard medical coverage, we offer eligible employees dental and vision coverage, health savings, flexible spending accounts, paid time off, employee assistance programs, voluntary short-term and long-term disability insurance, term life insurance and a 401(k) Savings Plan in the US. We design our benefit packages to meet or exceed local laws and to be competitive in the marketplace.team member experience practices.

Full-time hourly employees are eligible for health insurance, parental leave, paid time off, and tuition assistance. Also, we launched our "Your Voice is Gold" campaign, and employees received paid time off to vote in the 2020 election. In 2020, we enhanced and expanded health plan benefits for same-sex domestic partners/spouses and LGBTQ employees. Health insurance and parental leave
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benefits include same-sex partners, and health insurance benefits include adoption benefits for LGBTQ families. All parents, regardless of gender, are eligible for parental leave benefits.

Our emphasis on rewarding our hourly employees with fair wages, including our commitment under our Love Takes Care™ Program to move to a $15/hour minimum wage, and competitive benefits is one of the integral ways we show our appreciation and support our employees. This fundamental approach to human capital management is intended to attract and retain a talented and diverse workforce, who provide significant value to our customers, Company and stakeholders. For more information on the Love Takes Care™ Program, see below under “COVID-19 Response.”

COVID-19 response

In response to the COVID-19 pandemic, including state and federal guidelines, we prioritized the health and safety of our employees and implemented changes that we determined were in their best interests, as well as the communities in which we operate. Effective March 23, 2020, we temporarily closed all of our stores in North America, our diamond operations in New York, and our support centers in the United States. Effective March 24, 2020, we also temporarily closed all of its stores in the UK. While a significant number of our employees were furloughed as a result of the store closures, we continued their health benefits during the furloughs.

We believe the human capital management efforts we leveraged during the COVID-19 pandemic significantly contributed to our financial success in Fiscal 2021 and will continue to provide ongoing benefits to our employees and the Company. In an effort to educate and protect our workforce from COVID-19, we enhanced our health and safety measures for our retail store, distribution center and support center employees, including COVID-19 self-care and safety training, return to work procedures and protocols, and COVID-19 symptom screenings. To protect our customers and employees, all customers and employees were required to wear masks while in the workplace regardless of state mandates. We also implemented curbside pickup to protect employees and customers and trained 750 virtual jewelry consultants to work from home and service customers via our digital platforms. Virtual jewelry consultants will remain as part of Signet's digital strategy as we advance.

During the COVID-19 pandemic, Signet implemented its Love Takes Care™ Program to protect employees' health and safety and later expanded the program to include expanded pay as compensation for outstanding performance. The Company's commitment to supporting employees under its Love Takes Care™ initiative includes several recent highlights. Signet awarded a $500 bonus to full-time employees and $250 to part-time employees in appreciation for their significant efforts and agility throughout the pandemic; and granted all employees four hours of paid time off to obtain COVID-19 vaccines.

Most of our support center employees have been able to work from home since March 2020, and many will be given the choice to work from home on an ongoing basis, or split time between working from home and the office, which protects their safety and provides continued flexibility. In addition, our remote work opportunities have allowed us to acquire top talent from around the country to fill open roles. This fundamental shift will continue to enable us to hire and retain top talent far into the future.

Communications and employee sentiment

Communication efforts are one of our key strategies to engage, educate and unite our employees, particularly during the ongoing COVID-19 pandemic. During the pandemic, we elevated our communication activities in order to engage our employees, increasing the number of communication events through virtual means at all levels. Results from these communication events revealed greatly enhanced employee sentiment ratings. For example, post communication event surveys revealed surveyed employees gave scores above 90% for questions related to transparency of the communication, understanding of the business strategy and leadership.

Collective bargaining

We respect our employees' rights to organize and engage in bargaining in good faith to reach a collective agreement that meets employees' needs. Our diamond polishing factory employees in Gaborone, Botswana, are covered by a collective bargaining agreement (represents less than 1% of Signet’s total employees). None of our employees in the U.K. and North America are covered by collective bargaining agreements.

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MARKETS
Signet operates primarily in the US, Canada and UK markets.
US
According toBased on industry and transaction data from MasterCard Spending Pulse and market research company Circana, we estimate that the total US Bureau of Economic Analysis, the total jewelry and watch market was approximately $76declined by 3% in 2023, from $65 billion at the end of 2020, an increase of 0.4% fromin the prior year.year to $63 billion in 2023. This implies a Signet jewelry and watch market share of approximately 6.2%.9.0%, a 70 basis-points declinefrom the previous year. Since 2010,2013, the industry average annual growth rate is 2.3%.has been flat. Around 82%85% of the market is represented by jewelry, with the balance being attributable to watches. According to the latest data from the US Labor Department,Jewelers Board of Trade, as of September 2020December 2023 there were approximately 19,30017,600 jewelry stores in the country,US, down 1.6%approximately 2% from the prior year.
Canada
Prior to 2020,The average of the most recent Canada jewelry and watch market estimates published by Euromonitor in Canada, accordingFebruary 2024 and Statista in January 2024 was approximately $6.5 billion CAD (adjusted to the latest data available to Signet from Euromonitor, grew steadily since 2014, rising toexclude Quebec), an estimated $6.8 billion USD in 2019. However, COVID-19 impacted growth in 2020, and Euromonitor estimated a market sizeincrease of $5.6 billion USD, representing a decrease of 18%6% from the previous year. From 2021 through 2025, Euromonitor predicts jewelry will record a 4% current value CAGR (a 2% value CAGR at constant 2020 prices)Since 2018, based the average of the of the above sources, the industry annual growth rate has been 5%.
UK
In the UK, the jewelry and watch market was estimated at about £7.3£6.7 billion in 2020, down2023 based on the average of estimates published by Euromonitor in February 2024, Statista in January 2024 and Mintel in August 2022. This was up approximately 19% from6% over the prior year, according to Euromonitor. This decline was driven largely by COVID-19, which impacted fine jewelry particularly hard. Beginning in 2021, Euromonitor estimates jewelry is expected to record a 5% current value CAGR (3% CAGR at 2020 constant prices) to reach £4.6 billion in 2025.year. Since 2018, based the average of the of the above sources, the industry annual growth rate has been 2%.
TRADEMARKS AND TRADE NAMES
Signet is not dependent on any material patents or licenses in any of its segments. Signet has several well-established trademarks and trade names which are significant in maintaining its reputation and competitive position in the jewelry retailing industry. Some of these registered trademarks and trade names include the following:
Kay®; Kay Jewelers®; Kay Jewelers Outlet®; Jared®; Jared The Galleria Of Jewelry®; Jared Vault®; Jared Jewelry BoutiqueFoundryTM; Jared Atelier®; Every Kiss Begins with Kay®; Jared EternityEvery Kiss®TM; Celebrate Life Express Love®; theLeo®; The Leo Diamond®TM; Hearts Desire®; Chosen by Jared®; Now and Forever®; Ever Us®; James Allen®; Long Live LoveTM; Dare to be Devoted®; Love + Be LovedBrilliantly®; Brilliant Moments®; and Closer TogetherTM®; Vibrant Shades®; Love’s Radiance Collection®; Forever Connected™; Unstoppable Love®; Bold Reflections®; Vault Rewards®; Diamonds Direct®; Your Love. Our Passion®; Rocksbox®; and Blue Nile®.
Zales®; Zales JewelersTMJewelers™; Zales the Diamond Store®; Zales Outlet®; Gordon’s Jewelers®; Peoples Jewellers®; Peoples the Diamond Store®; Peoples Outlet the Diamond Store®; MappinsPiercing Pagoda®; Piercing PagodaBanter®; Arctic Brilliance®; Arctic Brilliance Canadian Diamonds®; Brilliant Buy®; Brilliant Value®; Celebration Diamond®; ExpressionistCelebration Ideal®; From This MomentCelebration Infinite®; LetLive for Love Shine®TM; The Celebration Diamond Collection®; Unstoppable Love®; Endless Brilliance®; Zales Private Collection™; and Everything You AreElegant ReflectionsTM®.
H.Samuel®; Ernest Jones®; Ernest Jones Outlet CollectionTM; Commitment®; Forever Diamonds®; Kiss Collection®; Princessa Collection®; Radiance®; Secrets of the Sea®; Viva Colour®; It Feels Good To GiftTM; The Eternal Diamond – Cut From The Stars®; H Samuel Style to Make You Smile®; Celebrate Your Story®; and With You ForeverOrigin by Ernest JonesTM®.
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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.
REGULATION
Signet isAs a company with both US and international operations, we are required to comply with numerous laws and regulations in the jurisdictions in which we operate, covering areas such as consumer protection, consumer privacy, data protection, consumer credit, consumer credit insurance, health and safety, waste disposal, supply chain integrity, truth in advertising and employment. Signet monitors changes in these laws to maintain compliance with applicable requirements.
IMPACT OF CLIMATE CHANGE
Signet recognizes that climate change isposes a serioussystemic risk to society and therefore continues to take steps to reduce Signet’s impact on the environment.business operations.
Adverse effects of climate change, such as extreme weather events, particularly over a prolonged period, of time, could negatively impact the Company’s business and results of operations if such conditions limit our consumersconsumers’ ability to access our stores, cause our consumers to limit discretionary spending, or disrupt our supply chains or distribution channels.
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TableAdverse effects of Contentsclimate change may increase the costs of diamond mining and diamond processing including cutting and polishing. Signet sources diamonds from around the world, and some locations may be more vulnerable to climate change than others. If the costs of natural diamonds increase, Signet may reallocate sourcing to lab-grown diamonds in line with customer preferences for cost and quality.
Signet has put a governance structure in place to monitor climate-change risks and adjust business operations accordingly. Two Board-level committees at Signet are responsible for monitoring climate change risks: (1) the Audit Committee oversees risks across the Company; and (2) the CCS Committee oversees enterprise-wide policy regarding Signet’s 2030 CSGs, including Signet’s aspiration to decrease greenhouse gas emissions and the CCS Committee oversees opportunities and risks that may significantly impact the Company’s CSGs and ESG objectives and related initiatives. At the Company level, Signet’s Climate Action and Sustainability Committee is a cross-functional committee with leaders across Signet’s business operations with the mandate of improving Signet’s data disclosures on climate and monitoring the progress of Signet’s climate-related CSGs. Signet’s greenhouse gas emission data is published in our annual Corporate Citizenship and Sustainability report, which is available on the Company’s website, www.signetjewelers.com. Signet continuously improves business processes and systems required to disclose greenhouse gas emissions data with sufficient controls and assurances to satisfy statutory reporting requirements and applicable climate-related emissions reporting rules at the federal and state level.
AVAILABLE INFORMATION
Signet files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the US Securities and Exchange Commission (“SEC”).SEC. Such information, and amendments to reports previously filed or furnished, is available free of charge from the Company’s corporate website, www.signetjewelers.com, as soon as reasonably practicable after such materials are filed with or furnished to the SEC. The SEC also maintains an internet site at www.sec.gov that contains the Company’s filings.

ITEM 1A. RISK FACTORS
Our business, financial condition, results of operations, cash flows, and the trading price of our common shares are subject to various risks and uncertainties, including those described below. Many of the risks listed below are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the economic environment. The following risk factors, among others, could cause our actual results to differ materially from historical results and from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements.

Risks Related to Global and Economic Conditions

We are unable to control many of the factors affecting consumer spending, and a decline in consumer spending may unfavorably impact Signet’s future sales and earnings, particularly if such decline occurs during the Holiday Season.

Our financial performance is highly dependent on US consumer confidence and the health of the US economy. Inflation, changes in interest rates, reduced government stimulus, shifts in spending toward travel and experiences, and general US consumer confidence have each had an effect on our revenue and earnings. If there is further deterioration of the economic conditions in the US, Canada, UK and Europe, or if the effects of inflation, interest rates, a recession, and reduced government stimulus programs further impact consumer spending, especially in the mid-tier or accessible luxury point products, our future sales and earnings could be further adversely impacted. Conditions in the Eurozone have a significant impact on the UK economy even though the UK is not a member of the Eurozone, which could adversely impact trading in the International segment, as well as adversely impact the US economy.

The success of our operations depends to a significant extent upon a number of factors relating to discretionary consumer spending. These include economic conditions, and perceptions of such conditions by consumers, consumer confidence, employment, the level of consumers’ disposable income, business conditions, interest rates, consumer debt and asset values, availability of credit and levels of taxation for the economy as a whole and in international, regional and local markets where we operate. As our sales are highly seasonal, a change in any one of these economic conditions during the Holiday Season could have an increased adverse impact on our
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sales. While Signet has a broad-based customer demographic, our largest banners primarily operate in the mid-market for jewelry. A significant portion of customers that purchase products from our mid-market or value tiered banners have been and are likely to continue to be impacted more acutely by inflation and reductions in government stimulus than customers that shop at luxury jewelry retailers or even at our own accessible luxury banners. The termination of temporary benefits from State or Federal government stimulus programs - such as the US Supplemental Nutrition Assistance Program (SNAP), which occurred in February 2023, and the US student loan interest and payment forbearance, which terminated in the third quarter of Fiscal 2024 have had an effect on macroeconomic conditions and Signet’s business and the full extent of those effects are currently unknown, but such terminations and future termination of other government stimulus programs may further negatively impact consumer discretionary spending and our financial performance.

Consumer spending may be significantly affected by many factors outside of our control, including general economic conditions; consumer disposable income; consumer confidence; wage and unemployment levels; unexpected trends in merchandise demand; a decline in engagement or marriage rates in the regions in which we operate; significant competitive and promotional activity by other retailers; the availability, cost and level of consumer debt; inflationary pressures; the increase in general price levels; domestic and global supply chain issues; the costs of basic necessities and other goods; effects of weather and natural disasters, whether caused by climate change or otherwise; epidemics, contagious disease outbreaks, pandemics and other public health concerns, including those related to COVID-19 (including variants); or lockdowns of our stores, support centers or distribution centers due to governmental mandates, the Russia-Ukraine war or social unrest. Such decreases in consumer discretionary spending could result in a decrease in consumer traffic, same store sales, and average transaction values and could cause us to increase promotional activities, which would have a negative impact on our operating margins, all of which could negatively affect our business, results of operations, cash flows or stock price, particularly if consumer spending levels are depressed for a prolonged period of time. Furthermore, we believe government economic stimulus measures have had a positive impact on our sales and it is uncertain if or how long associated benefits may last.

Jewelry purchases are discretionary and are dependent on the above factors relating to discretionary consumer spending, particularly as jewelry is often perceived to be a luxury purchase. Consumer purchases of discretionary luxury items, such as our products, tend to decline during recessionary periods, periods of sustained high unemployment, or other times when disposable income is lower. Adverse changes in the economy and periods when discretionary spending by consumers may be under pressure have and could continue to unfavorably impact sales and earnings. We have responded in the past and may continue to respond in the future by increasing discounts or initiating marketing promotions to reduce excess inventory, which could also have a material adverse effect on our margins and operating results.

In addition, other retail categories and other forms of expenditure, such as electronics, entertainment and travel, also compete for consumers’ discretionary spending, particularly during the Holiday Season. Therefore, the price of jewelry relative to other products influences the proportion of consumers’ expenditures that are spent on jewelry. If the relative price of jewelry increases, or if our competitive position deteriorates, or if consumer spending shifts to more experience-oriented categories such as travel, concerts, and restaurants, our sales and operating profits would be adversely impacted.

An increase in general price levels (due to inflationary pressure, domestic and global supply chain issues or other macroeconomic factors) could also result in a shift in consumer demand away from jewelry and related services, which would adversely affect our sales and, at the same time, increase our operating costs including but not limited to materials, labor, fulfillment and advertising. We may not be able to adequately increase our prices over time at price points that consumers are willing to pay to offset such increased costs. An inability to increase retail prices to reflect higher commodity, labor, advertising and other operating costs, would result in lower profitability.

Particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices or have an impact on our results of operations. As we use an average cost inventory methodology, volatility in our commodity costs may also result in a time lag before cost increases are reflected in retail prices. Further, even if price increases are implemented, there is no certainty that such increases will be sustainable or acceptable to consumers. These factors may cause decreases in gross and operating margins and earnings. In addition, any sustained increases in the cost of commodities could result in the need to fund a higher level of inventory or changes in the merchandise available to the customer, which could increase costs, disrupt our sales levels and negatively impact liquidity.

Any deterioration in consumers’ financial position, changes to the regulatory requirements regarding the granting of credit to customers or disruption in the availability of credit to customers could adversely impact the Company’s sales and earnings.

More than 40% of Signet’s sales in the US and Canada utilize third-party customer financing or payment programs, with the additional purchases being made in cash or using third-party bank cards. Any significant deterioration in general economic conditions, including a potential recession, or increase in consumer debt levels may inhibit consumers’ use of credit and decrease consumers’ ability to
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satisfy requirements for access to customer financing or payment options, which could in turn have an adverse effect on the Company’s sales.

Additionally, the ability of Signet’s customers to obtain credit from our private label credit card providers and the terms of such credit depends on many factors, including continued arrangements with the parties providing the credit financing and compliance with applicable laws and regulations in the US and Canada, any of which may change from time to time. As discussed further in Note 12 to the consolidated financial statements in Item 8, Signet has outsourced its third-party credit programs, however, if any of those third-party credit providers were to terminate, Signet may need to enter into other arrangements with other third-parties.If Signet is unable to find other potential providers to supply a similar third-party credit program and alternative payment options, Signet’s ability to extend credit to customers could be impaired, which could have an adverse effect on Signet’s business.

Any new regulatory initiatives or investigations by the Consumer Financial Protection Bureau or other state authority, including a potential cap on late fees, relating to the Company’s in-store credit practices, promotions, and payment protection products could impose additional costs and/or restrictions on credit practices of the North America segment, which could have an adverse effect on the conduct of Signet’s business.

Because of the highly seasonal nature of Signet’s sales, any one of these factors that occurs during the Holiday Season would have an increased adverse impact.

Public health crisis or disease outbreak, ofepidemic or pandemic, such as COVID-19 has had and could continue to have a significant adverse impact on the Company’sour business, and this outbreak, as well as other public health crises or disease outbreaks, epidemics or pandemics, has and could continue to adversely impact Signet’sour business, financial condition, results of operations and cash flows and has or could continue to exacerbate other risk factors.

A public health crisis or disease outbreak, epidemic or pandemic, such as COVID-19, or the threat or fear of such an event, has beenadversely impacted and could continue to adversely impact the Company’sour business. COVID-19 has significantly impacted consumer traffic and the Company’sour retail sales due to the public health risk and government-imposed quarantines and restrictions of public gatherings and commercial activity to contain spread of the virus. Effective March 23, 2020, the Company temporarily closed all of its stores in North America, its diamond operations in New York and its support centers in the United States, and effective March 24, 2020, temporarily closed all of its stores in the UK. During the fourth quarter ofduring Fiscal 2021, both the UK and certain provinces of Canada re-established mandatory store closures. The shutdown of the New York diamond operations disrupted, to some extent, the growth in our eCommerce business. There is no guarantee that our2021. Our business will notmay be further impacted if the economy deteriorates due to the ongoinglong-term effects of COVID-19 pandemic or if additional federal or state mandates order the shutdown of additional non-essential businesses. Further, due to COVID-19, we have and may continue to record non-cash asset impairment charges, which may affect our operating results under US GAAP.

While the Company re-opened its stores consistent with government guidelines, in connection with the widespread protests across the country and out of concern for the well-being of its customers and employees, the Company made the decision to temporarily close a small percentage of its stores throughout the year. A resumption of widespread protesting could result in similar impacts to the Company’s operations. Additionally, there is significant uncertainty around our customers’ willingness to visit retail stores as they reopen. Social distancing protocols, government mandated occupancy limitations and general consumer behaviors due to COVID-19 may continue to negatively impact store traffic, which may negatively impact Company sales.Such negative impacts may be exacerbated during peak traffic times such as the Holiday shopping season. Further, while we have implemented strict safety protocols in stores that we have re-opened, there is no guarantee that such protocols will be effective or be perceived as effective, and any virus-related illnesses linked or alleged to be linked to our stores, whether accurate or not, may negatively affect our reputation, operating results and/or financial condition. The COVID-19 pandemic also has disrupted the Company’s global supply chain, and may cause additional disruptions to operations, including increased costs of production and distribution. In addition, there could be further adverse impacts if employees of the Company become sick, continue to be quarantined, or are otherwise limited in their ability to work at Company locations or travel. The Company may experience increased operational challenges due to the implementation of work from home policies for both office employees and store employees whose stores are temporarily closed.Remote working arrangements may increase risks associated with the Company’s information systems such as the risk of cybersecurity incidents or system failures, which could have an adverse effect on the Company’s business.other disease.

The uncertainty aroundlong-term impacts of the duration of businesssocial, economic, and financial disruptions caused by the possibility of additional periods of increases or spikesCOVID-19 pandemic and the government responses to such disruptions are unknown. Previous COVID-19 restrictions caused disruptions in the number of COVID-19 cases;people that were forming new intimate relationships. The effect of that disruption began to negatively impact sales of engagement rings in Fiscal 2023 and is expected to continue to affect those sales through at least the impactfourth quarter of vaccines across the globe;Fiscal 2025. The ultimate duration of this effect on engagements in unknown and the extent of the spread of the viruscould cause unexpected changes to consumer trends in the United States and other areas of the world, could continue to adversely impact the national or global economy and negatively impact consumer spending, particularly discretionary spending, and our stock price. Any of these factors could have a material adverse impact on our business, financial condition and operating results; our level of indebtedness and covenant compliance; our ability to raise additional capital; our ability to execute our business plans; our access to and cost of financing; our lease obligations and relationships with our landlords; asset impairments; and our ability to execute and capitalize on our strategies. The full extent of the impact of COVID-19 on the Company’s operations, financial performance, and liquidity, depends on future developments that are uncertain and unpredictable,
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including the duration and spread of the pandemic, its impact on capital and financial markets on a macro-scale and any new information that may emerge concerning the severity of the virus, its spread to other regions and the actions to contain the virus or treat its impact, among others. Further, as the COVID-19 pandemic subsides, the pace of the economic recovery and shifts in consumer discretionary spending and gifting to other categories such as travel and restaurants may negatively impact the Company’s results of operations or cash flows.long term.

To the extent that COVID-19 has affected and continues to adversely affect the US and global economy, our business, results of operations, cash flows, or financial condition, it has heightened, and may continue to heighten, other risks described within this “Risk Factors” section.

Global economic conditions and regulatory changes following the UK’s exit from the European Union could adversely impact Signet’s business and results of operations located in, or closely associated with, the UK.

The UK formally exited the European Union on January 31, 2020 (often referred to as Brexit). The ongoing uncertainty within the UK’s government and parliament on the future relationship between the UK and the European Union has had an adverse impact on the UK’s economy and likely will continue to do so until the UK and European Union reach a definitive resolution on the outstanding trade and legal matters. This includes uncertainty with respect to the laws and regulations, including regulations applicable to Signet’s business, that will apply in the UK going forward. Brexit has also given rise to calls for the governments of other European Union member states to consider a referendum on withdrawal from the European Union for their territory. These developments, or the perception that any of them could occur, could adversely impact global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity, which could adversely impact the Company’s business, financial condition and results of operations especially those located in, or closely associated with, the UK. Brexit could lead to long-term volatility in the currency markets and there could be long-term adverse effects on the value of the British pound. Brexit could also impact other currencies. Signet uses foreign currency derivative instruments to hedge certain exposures to currency exchange rate risks. Brexit could result in significant volatility in currency exchange rate fluctuations and increase Signet’s exposure to foreign currency rate exchange risks and reduce its ability to effectively use certain derivative instruments as a way to hedge risks.herein.

A declinereduction in consumer spending may unfavorably impact Signet’s futuretraffic to, or the closing of, the other destination retailers in the shopping areas where our stores are located could significantly reduce our sales and earnings, particularly if such decline occurs during the Holiday Season.

The success of Signet’s operations depends to a significant extent upon a number of factors relating to discretionary consumer spending. These include economic conditions, and perceptions of such conditions by consumers, consumer confidence, level of customer traffic in shopping malls and other retail centers, employment, the level of consumers’ disposable income, business conditions, interest rates, consumer debt and asset values, availability of credit and levels of taxation for the economy as a whole and in international, regional and local markets where we operate. As Signet’s sales are highly seasonal, a change in any one of these economic conditions during the Holiday Season could have an increased adverse impact on Signet’s sales.

Jewelry purchases are discretionary and are dependent on the above factors relating to discretionary consumer spending, particularly as jewelry is often perceived to be a luxury purchase. Adverse changes in the economy and periods when discretionary spending by consumers may be under pressure could unfavorably impact sales and earnings. We may respond by increasing discounts or initiating marketing promotions to reduceleave us with excess inventory, which could also have a material adverse effect on the Company’s marginsour business, financial condition, profitability, and operating results.cash flows.

The economic conditionsMany Signet stores are located within shopping malls or shopping centers and benefit from heavy consumer traffic in such locations. Due to the US,increase in online shopping as well as COVID-19, there has been a substantial decline in shopping mall and shopping center traffic. If the UKCompany does not focus its locations in attractive areas and/or increase its online sales, this trend away from shopping mall and Europe could impact Signet’s future sales and earnings. Conditions in the eurozone have a significant impact on the UK economy even though the UK is not a member of the eurozone, which together with uncertainty regarding the final terms of the withdrawal of the UK from the European Union,shopping center purchases could adversely impact trading in the International segment,Signet’s operations and financial condition. As Signet tests and develops new types of store locations and designs, there is no certainty as well as adversely impact the US economy.to their success.

Any deteriorationAdditionally, because many Signet stores are located within shopping malls or shopping centers, our sales are derived, in consumers’ financial position, changes topart, from the regulatory requirements regardingvolume of traffic generated by the granting of credit to customers or disruptionother destination retailers and the anchor stores in the availabilitymalls and shopping centers where our stores are located. Customer traffic to these shopping areas may be adversely affected by the closing of creditsuch destination retailers or anchor stores, or by a reduction in traffic to customerssuch stores resulting from a regional or global economic downturn, an outbreak of flu or other viruses, a general downturn in the local area where our store is located, or a decline in the desirability of the shopping environment of a particular mall or shopping center. Such a reduction in customer traffic would reduce our sales and leave us with excess inventory, which could adversely impact the Company’s sales, earningshave a material adverse effect on our business, financial condition, profitability, and the collectability of accounts receivable.cash flows. We may respond by increasing markdowns, initiating marketing promotions, or transferring product to other stores to reduce excess inventory, which would further decrease our gross profits and net income.

Approximately half of Signet’s sales in the US and Canada utilize third-party customer financing programs, with the additional purchases being made in cash or using third-party bank cards. Any significant deterioration in general economic conditions or increase in consumer debt levels may inhibit consumers’ use of credit and decrease consumers’ ability to satisfy Signet’s requirements for access to customer finance, which could in turn have an adverse effect on the Company’s sales. There is also a risk that if credit is extended to consumers during times when economic conditions are strong, and then economic conditions subsequently deteriorate, consumers may not meet their current payment obligations. Furthermore, any downturn in general or local economic conditions,
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including in particular an increase in unemployment in the markets in which Signet operates, may adversely affect the merchant discount rate paid by Signet related to the sale of the non-prime receivables, as well as the value of any assets contingent on the performance of the non-prime receivables.

Additionally, Signet’s ability to extend credit to customers and the terms of such credit depends on many factors, including continued arrangements with the parties providing the credit financing and compliance with applicable laws and regulations in the US and Canada, any of which may change from time to time. Moreover, the Company has entered into outsourced credit programs for the sale of its non-prime credit portfolio. In June 2018, CarVal and Castlelake (each an “Investor”) began purchasing the majority of forward flow receivables of Signet’s non-prime credit from Signet for a five-year term. During Fiscal 2021, the agreements entered into in 2018 pertaining to the purchase of forward flow receivables were terminated and new agreements were executed with CarVal and Castlelake which will remain effective until June 2021. Genesis Financial Solutions (“Genesis”) became an Investor in the non-prime portfolio in January 2021 (CarVal, Castlelake and Genesis are collectively the “Investors”). The Company is actively considering alternatives with regard to the forward-flow receivables post-June 2021. If an Investor were to terminate and a non-terminating Investor does not purchase the forward-flow receivables, or if all Investors were to terminate and Signet is unable to find other potential providers to supply a similar third-party credit program and alternative payment options, Signet’s ability to extend credit to customers could be impaired and Signet could be required to revert back to an in-house credit program, which could have an adverse effect on Signet’s business.

Any new regulatory initiatives or investigations by the Bureau of Consumer Financial Protection (“CFPB”) or other state authority, or ongoing compliance with the Consent Order entered into on January 16, 2019 with the CFPB and the Attorney General for the State of New York relating to the Company’s in-store credit practices, promotions, and payment protection products could impose additional costs and/or restrictions on credit practices of the North America segment, which could have an adverse effect on the conduct of its business.

Because of the highly seasonal nature of Signet’s sales, any one of these factors that occurs during the Holiday Season would have an increased adverse impact.

Fluctuations in foreign exchange rates could adversely impact the Company’s results of operations and financial condition.

Signet publishes its consolidated annual financial statements in US dollars. At January 30 2021,February 3, 2024, Signet held approximately 89%91% of its total assets in entities whose functional currency is the US dollar and generated approximately 90%91% of its sales in US dollars for the fiscal year then ended. All the remaining assets and sales are primarily in British pounds and Canadian dollars. Therefore, the Company’s results of operations and balance sheet are subject to fluctuations in the exchange rates between the US dollar and both the British pound and Canadian dollar. Accordingly, any decrease in the weighted average value of the British pound or Canadian dollar against the US dollar including due to Brexit as discussed above, would decrease reported sales and operating income.

The monthly average exchange rates are used to prepare the income statementstatements of operations and are calculated based on the daily exchange rates experienced by the International segment and the Canadian subsidiaries of the North America segment in the fiscal month.

If British pounds or Canadian dollars are held or used to fund the cash flow requirements of the business, any decrease in the weighted average value of the British pound or Canadian dollar against the US dollar would reduce the amount of cash and cash equivalents.

Signet uses foreign currency derivative instruments to hedge certain exposures to currency exchange rate risks. Market conditions, particularly in the UK and Canada could result in significant volatility in currency exchange rate fluctuations and increase Signet’s exposure to foreign currency rate exchange risks and reduce its ability to effectively use certain derivative instruments to hedge risks. In addition, the prices of certain materials and products bought on the international markets by Signet are denominated in foreign currencies. As a result, Signet and its subsidiaries havehas exposures to exchange rate fluctuations on its cost of goods sold, as well as volatility of input prices if foreign manufacturers and suppliers are impacted by exchange rate fluctuations.

Our future results of operations may be adversely affected by input cost inflation.

Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other inflationary pressures. Commodities, such as diamonds and precious metals, are subject to price volatility which can be caused by commodity market fluctuations, changes in currency exchange rates, imbalances between supply and demand, and government programs, policies and sanctions among other factors. Volatile fuel costs translate into unpredictable costs for the products and services we receive from our third-party providers. While we seek to offset increased input costs with a combination of price increases to our customers, purchasing strategies, cost savings initiatives and operating efficiencies, we may be unable to fully offset our increased costs or unable to do so in a timely manner. If we are unable to fully offset such cost increases, our financial results could be materially adversely affected.

Signet’s business could be adversely affected by extreme weather conditions, natural disasters, or terrorism and acts of war.

Extreme weather conditions in the areas in which the Company’s stores are located negatively impacted sales in the fourth quarter of Fiscal 2023 and could negatively affect the Company’s business and results of operations.operations in the future. For example, frequent or unusually heavy snowfall, ice storms, or other extreme weather conditions, whether as a result of climate change or otherwise, over a prolonged period could make it difficult for the Company’s salesforce or customers to travel to its stores and thereby reduce the Company’s sales and profitability, particularly if such events occur during the Company’s Holiday Season.

In addition, natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, or a combination of these or other factors, could damage or destroy the Company’s facilities or make it difficult for the salesforce or customers to travel to its stores, thereby negatively affecting the Company’s business and results of operations.

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Terrorism, armed conflict, and acts of war (or the expectation of such events), both in the US and abroad, could also have a significant impact on Signet’s business. Thesebusiness and the worldwide economy. At times throughout the past several years, volatile geopolitical conditions have impacted the financial markets. Significant market volatility, and government actions taken in response, may exacerbate some of the risks we face. Conflicts abroad could cause decreased demand for the Company’s products as consumers’ attention and interests are diverted from jewelry and become focused on issues relating to these events. For instance, the Russia-Ukraine conflict has adversely impacted and could continue to adversely impact, among other things, certain of the Company’s local markets and suppliers, global and local macroeconomic conditions, foreign exchange rates and financial markets, raw material, energy and transportation costs, and cause further supply chain disruptions. In addition, Signet operates quality control and technology centers in Israel. The recent Israel-Hamas conflict could cause a disruption to Signet’s operations including, but not limited to, delays in product quality certification, failure to maintain or timely update the eCommerce platform for its digital banners or impact its supply chain with vendors located in the Middle East. An inability to receive products after quality control, shortages of products or difficulties in procuring Signet’s products, or a disruption or shutdown of its digital banner websites, among others, may adversely impact its ability to commercialize, manufacture or market its products in a timely manner, any of which could have a significantan adverse effect on macroeconomicSignet’s results of operations. Furthermore, there have been travel advisories imposed related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Volatile geopolitical conditions give rise to regional instability and on an individual level,may result in heightened economic sanctions from the US and the international community in a manner that
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adversely affects Signet’s business and may impact the Company’sits ability to manufacture and ship its merchandise for sale to customers. Given that Signet’s control over such issues, including both weather disasters and large-scale violence, is extremely limited, the Company in such situations wouldmay not have a greatthe ability to mitigate the impacts of such occurrences on its business and operations.

Risks Related to Our Operations and Seasonality

Fluctuations in the pricing and availability of commodities, particularly polished diamonds and gold, which account for the majority of Signet’s merchandise costs, could adversely impact its earnings, inventory valuations and cash availability.

The jewelry industry generally is affected by fluctuations in the price and supply of natural and lab-created diamonds, gold and, to a lesser extent, other precious and semi-precious metals and stones.

In Fiscal 2021, prices for the assortment of polished diamonds utilized by Signet decreased slightly compared to prior years. The mining, production and inventory policies followed by major producers of rough diamonds can have a significant impact on natural and lab-created diamond prices and demand, as can the inventory and buying patterns of jewelry retailers and other parties in the supply chain. The demand for natural and lab-created diamonds is uncertain and could decrease, which would have an adverse impact on the Company.

The availability of natural diamonds is significantly influenced by the political situation in diamond producing countries and by the Kimberley Process, an inter-governmental agreement for the international trading of rough diamonds. Until acceptable alternative sources of diamonds can be developed, any sustained interruption in the supply of natural diamonds from significant producing countries, or to the trading in rough and polished diamonds which could occur as a result of disruption to the Kimberley Process, could adversely affect Signet, as well as the retail jewelry market as a whole. In addition, the current Kimberley Process decision-making procedure is dependent on reaching a consensus among member governments, which can result in the protracted resolution of issues, and there is little expectation of significant reform over the long-term. The impact of this review process on the supply of natural diamonds, and consumers’ perception of the diamond supply chain, is unknown. In addition to the Kimberley Process, the supply of diamonds to the US is also impacted by certain governmental trade sanctions, such as those imposed on Zimbabwe.Zimbabwe and Russia.

The possibility of constraints in the supply of natural or lab-created diamonds of a size and quality Signet requires to meet its merchandising requirements may result in changes in Signet’s supply chain practices, including for example its rough sourcing initiative.operation. In addition, Signet may from time to time choose to hold more inventory, purchase raw materials at an earlier stage in the supply chain or enter into commercial agreements of a nature that it currently does not use. Such actions could require the investment of cash and/or additional management skills. Such actions may not resolve supply constraints or result in the expected returns and other projected benefits anticipated by management.

Additionally, a material increase in the supply of gem quality lab-created diamonds, combined with increased consumer acceptance thereof, could impact the supply and pricing in the natural diamond supply chain, as well as retail pricing.

While jewelry manufacturing is the major final demand for gold, management believes that the cost of gold is predominantly impacted by investment transactions, which have resulted in significant volatility in theof gold priceprices in recent years. Signet’s cost of merchandise and potentially its earnings may be adversely impacted by investment market considerations that cause the price of gold to significantly escalate.

An inability to increase retail prices to reflect higher commodity costs would result in lower profitability. Particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices. As Signet uses an average cost inventory methodology, volatility in its commodity costs may also result in a time lag before cost increases are reflected in retail prices. Further, even if price increases are implemented, there is no certainty that such increases will be sustainable. These factors may cause decreases in gross margins and earnings. In addition, any sustained increases in the cost of commodities could result in the need to fund a higher level of inventory or changes in the merchandise available to the customer, which could increase costs and disrupt Signet’s sales levels.

PursuantLab-created diamonds are a meaningful portion of sales and inventory for Signet and the jewelry industry, and declining costs and retail prices could impact operating results and disappoint consumers.

A material increase in the supply of gem quality lab-created diamonds, combined with a material increase in consumer acceptance and demand thereof, has impacted and could continue to impact the cost and retail pricing of lab-created and natural diamonds. Signet is a leading retailer of lab-created diamonds and over the past several years the portion of our inventory, revenue and operating margin related to lab-created diamonds has been increasing along with consumer demand and acceptance. In Fiscal 2024, approximately 12% of Signet’s merchandise sales were products containing lab-created diamonds. The costs of lab-created diamonds have been declining over the past several years as more supply from producers becomes available. The increased supply and lower costs have and may continue to drive down retail prices of lab-created diamonds, particularly those without specialty designs, cuts and brands, which may have a negative impact on our revenue, merchandise margins and operating results. Further, as retail prices of lab-created diamonds decline, consumers who purchased lab-created diamonds at higher prices may become disappointed in the relative value of their purchase which could negatively impact the reputation of Signet and the jewelry industry.
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Alrosa, a Russian diamond mining and distribution company, supplies more than 30% of the world’s diamonds. Sanctions against them specifically or the Russian Oligarchs by the US government or other governments may severely limit the supply of diamonds in the world.

The world’s sources of rough diamonds are highly concentrated in a limited number of countries. Varying degrees of political and economic risk exist in these countries. As a consequence, the diamond business is subject to various sovereign risks beyond Signet’s control, such as changes in laws and policies affecting foreign trade and investment. In addition, Signet is subject to various political and economic risks, including the instability of foreign economies and governments, labor disputes, war and civil disturbances and other risks that could cause production difficulties or stoppages, restrict the movement of inventory or result in the deprivation or loss of contract rights or the taking of property by nationalization or expropriation without fair compensation. Signet’s direct purchases from Alrosa and its sourcing arrangement in Russia ceased in February 2022 and did not represent a significant part of its operations. However, any interruption in the total market supply of diamonds due to the Dodd-Frankongoing Russia-Ukraine conflict or domestic or foreign government sanctions against Alrosa or Russian diamonds may impact the ability of Signet’s suppliers to provide Signet with responsibly sourced diamonds that were mined by other companies or in other countries. Beginning in March of Fiscal 2025, leaders of the G7 nations intend to phase-in further import restrictions against not only direct purchases of diamonds mined in Russia but also indirect purchases of diamonds mined in Russia (e.g. diamonds that were mined in Russia but then cut and polished in other countries). Any significant disruption of Signet’s sources of supply, or restriction of inventory movement could have a material adverse effect on Signet’s results of operations or cash flows.

Signet may voluntarily disclose, or pursuant to the Dodd Frank Act and SEC rules Signet must file public disclosures regarding the country of origin of certain supplies and materials, which could damage Signet’s reputation or impact the Company’s ability to obtain merchandise if customers or other stakeholders react negatively to Signet’s disclosures.

In August 2012, the SEC, pursuant to the Dodd-Frank Act, issued final rules, which require annual disclosure and reporting on the source and use of certain minerals, including gold, from the Democratic Republic of Congo and adjoining countries. The gold supply chain is complex and, while management believes that the rules currently cover less than 1% of annual worldwide gold production,
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(based upon recent estimates), the final rules require Signet and(and other affected companies that file with the SECSEC) to make specified country of origin inquiries of Signet’s suppliers, and otherwise to exercise reasonable due diligence in determining the country of origin and certain other information relating to any of the statutorily designated minerals (gold, tin, tantalum and tungsten), that are used in products sold by Signet in the US and elsewhere. On May 20, 2020, Signet filed with the SEC its Form Specialized Disclosure (“SD”) and accompanying Conflict Minerals Report in accordance with the SEC’s rules, which together describe the Company’s country of origin inquiries and due diligence measures relating to the source and chain of custody of those designated minerals Signet deemed necessary to the functionality or production of its products, the results of those activities and the Company’s related determinations with respect to the calendar year ended December 31, 2019.

There may be reputational risks associated with the potential negative response of Signet’s customers and other stakeholders to future disclosures by Signet in the event that, due to the complexity of the global supply chain, Signet is unable to sufficiently verify the origin of the relevant metals.commodities. Also, if future responses to verification requests by suppliers of any of the covered mineralsmaterials used in Signet’s products are inadequate or adverse, Signet’s ability to obtain merchandise may be impaired and its compliance costs may increase. The final rules also cover tungsten and tin, which are contained in a small proportion of items that are sold by Signet. It is possible that other minerals, such as diamonds as noted above, could be subject to similar rules.disclosure requirements or rules in the future.

Signet’s sales, operating income, cash and inventory levels fluctuate on a seasonal basis.

Signet’s business is highly seasonal, with a significant proportion of its sales and operating profit generated during its fourth quarter, which includes the Holiday Season. Management expects Signet to continue to experience a seasonal fluctuation in its sales and earnings. Therefore, there is limited ability for Signet to compensate for shortfalls in fourth quarter sales or earnings by changes in its operations and strategies in other quarters, or to recover from any extensive disruption, for example, due to sudden adverse changes in consumer confidence, consumer spending ability, economic conditions, unexpected trends in merchandise demand, significant competitive and promotional activity by other retailers, inclement weather conditions having an impact on a significant number of stores in the last few days immediately before Christmas Day, such as Winter Storm Elliott that impacted stores in December 2022, or disruption to warehousing and store replenishment systems. Additionally, in anticipation of increased sales activity in the Holiday Season, Signet incurs certain significant incremental expenses prior to and during peak selling seasons, including advertising and costs associated with hiring a substantial number of temporary employees to supplement the Company’s existing workforce. A significant shortfall in results for the fourth quarter of any fiscal year would therefore be expected to have a material adverse effect on the annual results of operations as well as cash and inventory levels. Disruption at lesser peaks in sales at Valentine’s Day and Mother’s Day would also be expected to adversely impact the results.

Failure to manage inventory levels or to obtain merchandise that customers wish to purchase on a timely basis could have a materially adverse impact on sales and earnings.

In order to operate its business successfully, Signet must maintain sufficient inventory levels. This requires forecasting, especially in the case of the Holiday Season, and a balance between meeting customer demand and avoiding accumulating excess inventory. If
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management misjudges expected customer demand, fails to identify changes in customer demand, or its supply chain does not respond in a timely manner, a shortage of merchandise or an accumulation of excess inventory could occur, which could adversely impact Signet’s results.

Other factors that could affect the Company’s inventory management and planning team’s ability to accurately forecast customer demand for its products include:

a substantial increase or decrease in demand for products of Signet’s competitors;
failure to accurately forecast trends and customer acceptance for new products;
new product introductions, promotions or pricing strategies by competitors, particularly during holiday periods;
changes in the Company’s product offerings including seasonal items and the Company’s ability to replenish these items in a timely manner;
changes to the Company’s overall seasonal promotional cadence and the number and timing of promotional events and clearance sales;
more limited historical store sales information for stores in newer markets;
weakening of economic conditions or consumer confidence in the future, which could reduce demand for discretionary items, such as jewelry; and
acts or threats of war or terrorism or epidemics, which could adversely affect consumer confidence and spending or interrupt production and distribution of Signet’s products and raw materials.

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If the Company is unable to forecast demand accurately, it may encounter difficulties in filling customer orders or in liquidating excess inventory at discount prices and may experience significant write-offs and customers could opt to purchase jewelry from a competitor. These outcomes could have a material adverse effect on the Company’s brand image, sales, gross margins, cash flow, competitive advantage and profitability.

Any difficulty or delay in executing or integrating an acquisition, a business combination or a major business or strategic initiative may result incould have a material adverse impact on expected returns and other projected benefits from such an exercise not being realized.exercise.

Any difficultyWe have recently made acquisitions of Diamonds Direct and Blue Nile in Fiscal 2022 and Fiscal 2023, respectively, and we may continue to make acquisitions in the future based on available opportunities in the market. All acquisitions, including these, involve numerous inherent challenges, such as our ability to properly evaluate acquisition opportunities and risks during diligence and our ability to balance resource constraints as we begin to integrate an acquired company into our existing business. Other risks and uncertainties related to our acquisitions include: failing to meet sales and profitability expectations; delayed or delay in executingunrealized costs savings or synergy opportunities; unknown and underestimated liabilities; and difficulties integrating operations, personnel, financial systems and technology systems. Similarly, the acquisition of companies with operating margins lower than ours may cause a lower operating margin for Signet as a whole. Further, our ability to retain key employees of an acquired company, maintain pre-acquisition cultural dynamics and team morale, and foster the entrepreneurial spirit of an acquired company, particularly while implementing policies, procedures and compliance measures we require, may impact our ability to successfully integrate an acquisition. A significant transaction could also disrupt the operation of our current activities and divert significant management time and resources. If we are unable to execute or integrate an acquisition, a business combination, a major business or strategic initiative or a transformation plan, this could have a significant adverse effect on our results of operations. Our current borrowing agreements place certain limited constraints on our ability to make an acquisition, and future borrowing agreements could place tighter constraints on such actions.

Likewise, there is always the potential for difficulty or delay in execution of a strategic initiative including Signet’sour direct diamond sourcing capabilities, or a strategic plan, such as Signet’s our Inspiring Brilliance plan, that may prevent Signetus from realizing expected returns and other projected benefits from such exercises during the anticipated timeframe or at all. The long-term growth of Signet’sour business depends on the successful execution of itsour evolving business and strategic initiatives. Any number of factors could impact the success of these initiatives, many of which are out of the Company’sour control, and there can be no assurance that they will be successful or deliver their anticipated benefits. Some initiatives may require the Companyus to devote significant management, financial and other resources and may expose the Companyus to new and unforeseen risks and challenges. The CompanyWe may also incur significant asset impairment and other charges in connection with any such initiative.

The acquisition of companies with operating margins lower than that of Signet may cause an overall lower operating margin for Signet. Signet’s current borrowing agreements place certain limited constraints on its ability to make an acquisition or enter into a business combination, and future borrowing agreements could place tighter constraints on such actions. A significant transaction could also disrupt the operation of the Company’s current activities and divert significant management time and resources. For example, Signet experienced disruptions in its information technology systems and processes during its credit outsourcing transition in 2017, including server interruptions and downtime, which resulted in calls to customer service centers leading to long wait times.

If Signet is unable to execute or integrate an acquisition, business combination, a major business or strategic initiative or a transformation plan, this could have a significant adverse effect on Signet’s results of operations.an acquisition.

Long-term changes in consumer attitudes toward jewelry could be unfavorable and harm jewelry sales.

Consumer attitudes toward diamonds, gold and other precious metals and gemstones influence Signet’s sales. Attitudes could be affected by a variety of issues including concern over the source of raw materials; the impact of mining and refining of minerals on the environment,environment; the local community and the political stability of the producing country; labor conditions in the supply chain; and the availability of and consumer attitudes about substitute products such as cubic zirconia, moissanite and lab-created diamonds. An inability to effectively address a rapid and significant increase in consumer acceptance of lab-created diamonds, as well as aA negative change in consumer attitudes toward jewelry could adversely impact Signet’s sales and earnings. In addition, transparency
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regarding substitute products such as lab-created diamonds is important to maintaining consumer confidence. If the Company does not appropriately and adequately identify the use of the substitute products in its jewelry, its reputation and results could be adversely impacted.

New tariffs, trade embargoes, sanctions or other restrictions on foreign trade, if imposed on goods that the Company imports, could have an adverse effect on the Company’s results of operations.

In March 2018,Many of the United Statesproducts that the Company sells, including cut and polished diamonds, are imported from foreign countries such as India, China and Botswana. Government announcedofficials in US, Canada and UK have from time-to-time placed tariffs on certain steelgoods and aluminum products imported into the United States, which resulted in reciprocal tariffs from the European Union on goods imported from the United States. In September 2018, the United States Government placed additional tariffs of approximately $200 billion on goods imported from China. These tariffs, which took effect on September 25, 2018, were initially set at a level of 10% until the end of 2018, at which point the tariffs rose to 25%. On September 1, 2019, the United States Government placed additional tariffs of approximately $300 billion on goods imported from China. Depending on the type of import, a new 15% tariff became effective on September 1, 2019, but upon the Phase One Economic and Trade Agreement signed in January 2020, which became effective in February 2020, between the United States and China was reduced to 7.5%. The 7.5% tariff applies to jewelrymaterials that the Company imports, particularly from China. China has already imposed tariffs on a wide range of American products in retaliation, and additional tariffs could be imposed by China in further retaliation. There is also a concern that theThe imposition of additional tariffs by the United StatesUS, UK or Canada could result in the adoption of additional tariffs by other countries as well. The escalation of trade tensions could have a significant, adverse effect on world trade and the world economy. While the Company does not believe that the recently enacted tariffs will materially impact its business, the imposition of additional or increased tariffs on jewelry or other items imported by it from China or other countries, or the Company’s inability to successfully manage inventory from China or other countries, could require the Company to increase prices to its customers or, if unable to do so, result in lowering its gross margin on products sold.

21In addition, if taxes, trade embargos, sanctions or other restrictions on foreign trade are imposed by the US, UK or Canada on goods that the company imports from China or other foreign countries, the Company’s ability to obtain the finished goods and commodities it sells at retail could be adversely impacted.

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Signet depends on manufacturers and suppliers to timely provide it with sufficient quantities of quality products timely.products.

Ultimate delivery of Signet’s merchandise is substantially dependent upon third-party manufacturers and suppliers. In Fiscal 2021,2024, the five largest suppliers collectively accounted for 18.7%20.4% of total purchases, with the largest supplier comprising 4.7%4.9%. A manufacturer’s or supplier’s inability to manufacture or deliver a product on time and of appropriate quality would impair Signet’s ability to respond to consumer demand, which would put the Company at a competitive disadvantage and result in lost sales. Costs would also be increased if Signet were to attempt to engage replacement manufacturers to rush orders on items that the Company needed immediately. See the risk factor belowabove titled “A public“Public health crisis or disease outbreak, epidemic or pandemic, such as COVID-19 had and could continue to have a significant adverse impact on our business, and this outbreak, as well as other public health crises or disease outbreaks, epidemics or pandemics, has and could continue to adversely impact Signet’s business”our business, financial condition, results of operations and cash flows and could continue to exacerbate other risk factors.” regarding the potential adverse impact the recentCOVID-19 or other public health crisis, disease or outbreak of the new coronavirus could have on the Company’s supply chain.

Signet has close commercial relationships with a number of suppliers and management holds regular reviews with major suppliers to sustain continuity of these relationships. However, government requirements regarding sources of commodities, such as those required by the Dodd-Frank Act or sanctions on Alrosa or its management, has and could continue to result in Signet choosing to terminate relationships with suppliers in the future due to a change in a supplier’s sourcing practices or Signet’s compliance with laws and internal policies. Damage to, or loss of, any of these relationships could have an adverse effect on results.

In addition, luxury and prestige watch manufacturers and distributors normally grant agencies the right to sell their ranges on a store-by-store basis. An inability to obtain or retain watch agencies for a location could harm the performance of that particular store. TheIn the fourth quarter of Fiscal 2024, the Company substantially completed the divestiture of its UK prestige watch brands sold by Ernest Jones, andbusiness to a lesser extent Jared,third parties. Prestige watch brands help attract customers and build sales in all categories and discontinuing the prestige watch business in Ernest Jones has negatively impacted and will continue to negatively impact the sales at Ernest Jones in all categories. In the case of Ernest Jones, the inability to gain additional prestige watch agencies is an important factor in, and may reduce the likelihood of, opening new stores, whichreplace lost sales could adversely impact sales growth.

The growth in importance of other branded merchandise within the jewelry market may adversely impact Signet’s sales and earnings if it is unable to obtain supplies of or further develop branded merchandise that the customer wishes to purchase. In addition, if Signet loses the distribution rights to an important branded jewelry range or is committed to continue to carry a brand that is no longer viewed as on trend, it could adversely impact sales and earnings.


Risks Related to Technology and Security

Inadequacies in and disruption to systems could result in lower sales and increased costs or adversely impact the reporting and control procedures.

Signet is dependent on the suitability, reliability and durability of its systems and procedures, including its accounting, information technology, data protection, warehousing and distribution systems, and those of its service providers. If support ceased for a critical
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externally supplied software package or system, management would have to implement an alternative software package or system or begin supporting the software internally. Disruption to parts of the business could result in lower sales and increased costs.

Signet is in the process of substantially modifying its enterprise resource planning systems and certain web platforms, which involves updating or replacing legacy systems with successor systems and migrating some systems, data and functionality to cloud provider servers. These system changes and upgrades can require significant capital investments and dedication of resources. When evaluating and making such changes, there can be no assurances that the Company will successfully implement such changes, that significant additional investments will not be required beyond the project budget, that such changes will occur without disruptions to its operations or maintenance of its internal control compliance programs or that the new or upgraded systems will achieve the desired business objectives. Any damage, disruption or shutdown of the Company’s information systems, or the failure to successfully implement new or upgraded systems, could have a material adverse effect on Signet’s results of operations.

Security breaches and other disruptions to Signet’s information technology infrastructure and databases and failure of Signet’s customer-facing technology to function as intended or in accordance with applicable law could interfere with Signet’s operations, and could compromise Signet’s and its customers’ and suppliers’ information or cause other harm, exposing Signet to possible business interruptions and liability, which would have a material adverse effect on Signet’s business and reputation.

Signet is increasingly using mobile devices, social media and other online activities to connect with customers, staff and other stakeholders. Therefore, in the ordinary course of business, Signet relies upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including eCommerce sales, supply chain, merchandise distribution, customer invoicing and collection of payments.

Signet also uses information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Signet collects and stores this financial and other sensitive data, including intellectual property, proprietary business information, the propriety business information of its customers and suppliers, as well as personally identifiable information of Signet’s customers and employees, in data centers and on information technology networks. Although we seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and incur significant costs to do so, our information technology network infrastructure has in the past been and may in the future be vulnerable to attacks by hackers, including state-sponsored organizations with significant financial and technological resources, breaches due to employee error, fraud or malice or other disruptions (including, but not limited to, computer viruses and other malware, denial of service, and ransomware), which may involve a privacy breach requiring us to notify regulators, customers or employees and enlist identity theft protection.

The secure operation of these networks, and the processing and maintenance of this information is critical to Signet’s business operations and strategy. Despite security measures and business continuity plans, Signet may not timely anticipate evolving techniques used to effect security breaches that may result in damage, disruptions or shutdowns of Signet’s and its third-party vendors’ networks and infrastructure due to attacks by hackers, including phishing or other cyber-attacks, or breaches due to employee error or malfeasance, or other non-hostile disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise Signet’s or the third-party’s networks and the information stored there, including personal, proprietary or confidential information about Signet, its customers or its third-party vendors, and personally identifiable information of Signet’s customers and employees could be accessed, manipulated, publicly disclosed, lost or stolen, exposing its customers to the risk of identity theft and exposing Signet or its third-party vendors to a risk of loss or misuse of this information.

Signet and its third-party vendors have experienced successful attacks and breaches from time to time, however, to date, these attacks or breaches have not had a material impact on Signet’s business or operations. Any such malfunction, access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, significant breach-notification costs, lost sales and a disruption to operations (including the Company’s ability to process consumer transactions and manage inventories), media attention, and damage to Signet’s reputation, which could adversely affect Signet’s business. In addition, it could harm Signet’s reputation and ability to execute its business through service and business interruptions, management distraction and/or damage to physical infrastructure, which could adversely impact sales, costs and earnings. If Signet is the target of a material cybersecurity attack resulting in unauthorized disclosure of its customer data, the Company may be required to undertake costly notification and credit monitoring procedures. Compliance with these laws will likely increase the costs of doing business.

In addition, if Signet’s online activities or other customer-facing technology systems do not function as designed or are deemed to not comply with applicable state and federal regulations concerning automated outbound contacts such as text messages and the sale,
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advertisement and promotion of the jewelry it sells, the Company may experience a loss of customer confidence, data security breaches, regulatory fines, lawsuits, lost sales or be exposed to fraudulent purchases.

The regulatory environment related to information security, data collection and privacy is becoming increasingly demanding, with new and changing requirements applicable to Signet’s business, including the General Data Protection Regulation and the California Consumer Privacy Act, and compliance with those requirements could result in additional costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants. In addition, the Company could be subject to claims, fines, penalties or other liabilities for a failure to comply.

Failure to manage these risks could have a material adverse effect on Signet’s results of operations, financial condition and cash flow.

The use of technology based on AI and ML presents risks related to confidentiality, creation of inaccurate and flawed outputs, and emerging regulatory risks which may result in reputational harm, competitive harm, or legal liability, and may adversely affect our business and results of operations.

The use of AI and ML involves significant technical complexity, ethical considerations and requires specialized expertise. We use AI and ML in our business to, among other things, optimize inventory distribution and flexible fulfillment. We may further incorporate AI or ML solutions into our business operations, technology systems, and product and service offerings in other ways including but not limited to personalized marketing, enhancements to website experiences or general administrative functions. Our competitors or other third parties may incorporate AI and ML into their businesses more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business and results of operations. Our use of technology systems or applications that utilize or are based on AI or ML (or the disruption or failure of those systems or applications) could result in the disclosure of sensitive, proprietary or confidential information which could harm our business, reputation and operating results. Additionally, if the content, analyses, or recommendations that AI or ML applications assist in producing are or are alleged to be deficient, inaccurate, or biased, it may cause us to experience brand or reputational harm, competitive harm, legal liability, new or enhanced governmental or regulatory scrutiny. We may also incur additional costs to resolve such issues, each of which may adversely affect our business and results of operations.

Risks Related to Competition and Innovation

Signet’s pricing compared to competitors, the increased price transparency in the market and the highly fragmented competitive nature of the retail jewelry industry, may have an adverse impact on Signet’s performance.

Critical to maintaining an optimal customer experience is a multi-faceted value proposition focused on attractive brand and category assortments, availability of financing, deep customer service and relationship building with the Company’s guest service professionals, as well as competitive pricing. Although not a singular differentiator to the Company’s value proposition, if significant price increases are implemented by any segment or across a wide range of merchandise, the impact on earnings will depend on, among other factors, the pricing by competitors of similar products and the response by customers to higher prices. Such price increases may result in lower sales and adversely impact earnings.

The retail jewelry industry is competitive. Signet’s competitors are specialty jewelry retailers, as well as other jewelry retailers, including department stores, mass merchandisers, discount stores, apparel and accessory fashion stores, brand retailers, shopping clubs, home shopping television channels, direct home sellers, online retailers and auction sites.

Aggressive discounting by competitors may adversely impact Signet’s performance in the short term. This is particularly the case for easily comparable pieces of jewelry, of similar quality, sold through stores that are situated near those that Signet operates.

Signet faces significant competition from independent and regional specialty jewelry retailers that are able to adjust their competitive stance, for example on pricing, to local market conditions. This can put individual Signet stores at a competitive disadvantage as Signet segments have a national pricing strategy.

Consumers are increasingly shopping or starting their jewelry buying experience online, which makes it easier for them to compare prices and quality with other jewelry retailers. If Signet’s brands do not offer the same or a similar item at the lowest price, or if competitors offer a better and more user-friendly website experience than Signet, or financing that is easier to access or provides better terms, consumers may purchase their jewelry from competitors, which would adversely impact the Company’s sales, and results of operations.operations and market share.

In addition, other retail categories and other forms of expenditure, such as electronics and travel, also compete for consumers’ discretionary expenditure, particularly during the holiday gift giving season. Therefore, the price of jewelry relative to other products
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influences the proportion of consumers’ expenditure that is spent on jewelry. If the relative price of jewelry increases, or if Signet’s competitive position deteriorates, Signet’s sales and earnings would be adversely impacted.

An inability to successfully develop and maintain a relevant OmniChannel experience for customers, failure to anticipate changing fashion trends in the jewelry industry, and poor execution of marketing programs and management of social media could result in a loss of confidence by consumers in Signet’s brand names and have an adverse impact on sales.

Signet’s business has evolved from primarily an in-store experience to interaction with customers across numerous channels, including in-store, online, mobile and social media, among others. OmniChannel retailing is rapidly evolving and Signet must keep pace with changing customer expectations and new developments by its competitors. Signet’s customers are increasingly using computers, tablets, mobile phones and other devices to comparison shop, determine product availability and complete purchases online. Signet must compete and remain relevant by offering a consistent and convenient shopping experience for its customers regardless of the ultimate sales channel and by investing in, providing and maintaining digital tools for customers that have the right features and are reliable and easy to use.

The ability to differentiate Signet’s stores, services, online experience and merchandise from competitors by better designs, branding and category assortments and the level and quality of customer service and marketing and advertising programs, is an important factor in attracting consumers. In today’s market, this differentiation requires, among other factors, keeping pace with trends in design, as well as setting new jewelry trends, effectively implementing an OmniChannel experience, and targeting effective media campaigns, including an expansion of social media use and new social media platforms, in order to build and maintain customer confidence in the Company and in the brands it sells. As a result, the Company needs to continuously innovate and develop its OmniChannel experience and social media strategies in order to maintain broad appeal with customers and brand relevance. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues, increased employee engagement or brand recognition. In a distressed economic and retail environment, in which many of the Company’s competitors continue to engage in aggressive promotional activities, any failure on Signet’s part to react appropriately to changing consumer preferences and fashion trends, including the failure to plan in advance and invest in marketing and advertising campaigns, could have an adverse impact on sales.

In addition, adverse or inaccurate information concerning the Company or its brands may be posted on social media platforms at any time, and such information can quickly reach a wide audience. The harm may be immediate without affording the Company an opportunity for redress or correction, and it is challenging to monitor and anticipate developments on social media in order to respond in an effective and timely manner. The Company could also be exposed to these risks if it fails to use social media responsibly in its marketing efforts, including the improper disclosure of proprietary information, exposure of personally identifiable information, fraud, or out-of-date information. Regardless of its basis or validity, any unfavorable publicity could adversely affect public perception of Signet’s brands. These factors could have a material adverse effect on its business.

If Signet fails to make, improve, develop or acquire relevant customer-facing technology in a timely manner, fails to keep pace with trendsetting, or if the Company’s marketing and social media advertising and efforts are not to scale or miss the mark, the customer could lose confidence in any of Signet’s brands, which could materially and adversely impact sales and earnings.

Risks Related to Technology and Security

Inadequacies in and disruption to systems could result in lower sales and increased costs or adversely impact the reporting and control procedures.

Signet is dependent on the suitability, reliability and durability of its systems and procedures, including its accounting, information technology, data protection, warehousing and distribution systems, and those of its service providers. If support ceased for a critical externally supplied software package or system, management would have to implement an alternative software package or system or begin supporting the software internally. Disruption to parts of the business could result in lower sales and increased costs.

Signet is in the process of substantially modifying its enterprise resource planning systems and certain web platforms, including a migration of the Company’s key financial reporting, planning and consolidation system, which involves updating or replacing legacy systems with successor systems. These system changes and upgrades can require significant capital investments and dedication of resources. When evaluating and making such changes, there can be no assurances that the Company will successfully implement such changes, that significant additional investments will not be required beyond the project budget, that such changes will occur without disruptions to its operations or maintenance of its internal control compliance programs or that the new or upgraded systems will achieve the desired business objectives. Any damage, disruption or shutdown of the Company’s information systems, or the failure to successfully implement new or upgraded systems, could have a material adverse effect on Signet’s results of operations.

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Security breaches and other disruptions to Signet’s information technology infrastructure and databases and failure of Signet’s customer-facing technology to function as intended or in accordance with applicable law could interfere with Signet’s operations, and could compromise Signet’s and its customers’ and suppliers’ information or cause other harm, exposing Signet to possible business interruptions and liability, which would have a material adverse effect on Signet’s business and reputation.

Signet is increasingly using mobile devices, social media and other online activities to connect with customers, staff and other stakeholders. Therefore, in the ordinary course of business, Signet relies upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including eCommerce sales, supply chain, merchandise distribution, customer invoicing and collection of payments.

Signet also uses information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Signet collects and stores this financial and other sensitive data, including intellectual property, proprietary business information, the propriety business information of its customers and suppliers, as well as personally identifiable information of Signet’s customers and employees, in data centers and on information technology networks.

The secure operation of these networks, and the processing and maintenance of this information is critical to Signet’s business operations and strategy. Despite security measures and business continuity plans, Signet may not timely anticipate evolving techniques used to effect security breaches that may result in damage, disruptions or shutdowns of Signet’s and its third-party vendors’ networks and infrastructure due to attacks by hackers, including phishing or other cyber-attacks, or breaches due to employee error or malfeasance, or other non-hostile disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise Signet’s or the third party’s networks and the information stored there, including personal, proprietary or confidential information about Signet, its customers or its third-party vendors, and personally identifiable information of Signet’s customers and employees could be accessed, manipulated, publicly disclosed, lost or stolen, exposing its customers to the risk of identity theft and exposing Signet or its third-party vendors to a risk of loss or misuse of this information.

Signet and its third party vendors have experienced successful attacks and breaches from time to time, however to date, these attacks or breaches have not had a material impact on Signet’s business or operations. Any such malfunction, access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, significant breach-notification costs, lost sales and a disruption to operations (including the Company’s ability to process consumer transactions and manage inventories), media attention, and damage to Signet’s reputation, which could adversely affect Signet’s business. In addition, it could harm Signet’s reputation and ability to execute its business through service and business interruptions, management distraction and/or damage to physical infrastructure, which could adversely impact sales, costs and earnings. If Signet is the target of a material cybersecurity attack resulting in unauthorized disclosure of its customer data, the Company may be required to undertake costly notification and credit monitoring procedures. Compliance with these laws will likely increase the costs of doing business.

In addition, if Signet’s online activities or other customer-facing technology systems do not function as designed or are deemed to not comply with applicable state and federal regulations concerning automated outbound contacts such as text messages and the sale, advertisement and promotion of the jewelry it sells, the Company may experience a loss of customer confidence, data security breaches, regulatory fines, lawsuits, lost sales or be exposed to fraudulent purchases.

The regulatory environment related to information security, data collection and privacy is becoming increasingly demanding, with new and changing requirements applicable to Signet’s business, including the General Data Protection Regulation and the California Consumer Privacy Act, and compliance with those requirements could result in additional costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants. In addition, the Company could be subject to claims, fines, penalties or other liabilities for a failure to comply.

Failure to manage these risks could have a material adverse effect on Signet’s results of operations, financial condition and cash flow.

Risks Related to Asset Management

The Company’s inability to optimize its real estate footprint could adversely impact sales and earnings.

The success of Signet’s stores, as part of its OmniChannelConnected Commerce strategy, is dependent upon a number of factors. These include the availability of desirable property, placement of stores in easily accessible locations with high visibility, the demographic characteristics of the area around the store, the design and maintenance of the stores, the availability of attractive locations within the
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markets/trade areas that also meet the operational and financial criteria of management, the terms of leases and Signet’s relationship with major landlords. If Signet is unable to maintain a real estate portfolio that satisfies its strategic, operational and financial criteria, through cost-effective strategic store closings and targeted, limited store openings, or if there is a disruption in its relationship with its major landlords, sales could be adversely affected.

Substantially all of Signet’s retail locations are leased, requiring significant cash flow to satisfy the lease obligations. Given the typical length of retail leases, Signet is dependent upon the continued popularity of particular retail locations. Following the initial terms of each lease, it is possible that Signet will not be able to negotiate contract terms favorable to the Company for future leases. This would cause occupancy costs to rise, which would either decrease profit margins at each specific store or force Signet to close certain retail locations.

Many Signet stores are located within shopping malls or shopping centers and benefit from heavy consumer traffic in such locations. Due to the increase in online shopping, there has been a substantial decline in shopping mall and shopping center traffic. If the Company does not focus its locations in attractive areas and/or increase its online sales, this trend away from shopping mall and shopping center purchases could adversely impact Signet’s operations and financial condition. As Signet tests and develops new types of store locations and designs, there is no certainty as to their success.

The rate of store footprint optimization is dependent on a number of factors including obtaining suitable real estate, the capital resources of Signet, the availability of appropriate staff and management, estimated sales transference rate and the level of the financial return on investment required by management.

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The Company’s ability to protect its assets, particularly inventory and cash, or intellectual property or its physical assets could have a material adverse impact on its brands, reputation and operating results.

Signet’s jewelry products carry high value with resale potential and are therefore subject to loss by theft by customers, organized crime or other third-parties. In addition, products held by us for repair or service are also subject to risk of loss or theft. We have experienced theft in the past and loss by theft may continue or increase in the future. In addition, the security measures we take may not be effective in reducing losses. Higher rates of theft including theft by organized retail crime networks that orchestrate burglaries, “smash and grabs,” looting or shoplifting operations could adversely impact our reputation, operations and ultimately, our overall financial condition. Furthermore, other costs and expenses resulting from criminal activity such as increased security costs and measures to prevent such activity, increased repair costs and increased costs to protect, retain, replace or recruit team members that may be concerned about future crime impacting our stores or the shopping centers they operate in may also adversely impact our reputation, operations and financial condition.

The Company holds significant amounts of cash on hand or short term, highly liquid investments (i.e. cash equivalents) on its balance sheet from time to time. Credit risk exists on the realizability of these assets should the counterparties fail to perform as contracted. Signet does not require collateral or other security to support cash investments or financial instruments with credit risk; however, it is Signet’s policy to generally only hold cash and cash equivalent investments and to transact financial instruments with financial institutions with a certain minimum credit rating. Failure, entrance into receivership or insolvency by any of these financial institutions in response to conditions affecting the banking system and financial markets could threaten our ability to access our existing cash, cash equivalents and investments and could adversely impact the Company’s financial position and results of operations.

Signet’s trade names, trademarks, copyrights, patents and other intellectual property are important assets and an essential element of the Company’sour strategy. The unauthorized reproduction, theft or misappropriation of Signet’sour intellectual property could diminish the value of itsour brands or reputation and cause a decline in sales. Protection of Signet’sour intellectual property and maintenance of distinct branding are particularly important as they distinguish the Company’sour products and services from those of itsour competitors. The costs of defending intellectual property may adversely affect the Company’sour operating results. In addition, any infringement or other intellectual property claim made against Signet,us, whether or not it has merit, could be time-consuming, result in costly litigation, cause product delays, or require the Companyus to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on Signet’sour operating results.

Signet’s products are subject to loss by illegal theft by the Company’s customers or third parties. In addition, products held by Signet for repair or service are also subject to risk of loss or theft. Signet has experienced theft in the past and cannot assure that loss by theft will decrease in the future or that the security measures the Company takes will be effective in reducing losses. Higher rates of theft and increased security costs to prevent such activity could adversely impact the Company’s reputation, operations and ultimately, its overall financial condition.

If the Company’s goodwill, indefinite-lived intangible assets or long-lived assets become impaired, the Company may be required to record significant charges to earnings.

The Company has a substantial amount of goodwill, intangible assets and long-lived assets on its balance sheet. The Company reviews goodwill, indefinite-lived intangible assets and long-lived assets for impairment annually or whenever events or circumstances indicate impairment may have occurred. The impairment evaluation requires significant judgment and estimates by management, and unfavorable changes in these assumptions or other factors could result in future impairment charges and have a significant adverse impact on the Company’s reported earnings. Such factors include the operating performance and cash flows of the Company’s stores, (including slower than anticipated re-opening of closed stores or re-closure of stores as a result of COVID-19 or civil unrest), lower than anticipated consumer traffic, changes in customer spending behavior, post-pandemic, changes in discountmacroeconomic factors such as inflation and rising interest rates, changes in the Company’s real estate strategy or other key business initiatives. Additionally, a general decline in the market valuation of the Company’s common shares, whether related to Signet’s business or overall market conditions, could adversely impact the assumptions used to perform the evaluation of its goodwill, indefinite-lived intangible assets and long-lived assets.

For further information on Signet’s testingevaluation of impairment for impairment of goodwill, indefinite-lived intangible assets and long-lived assets, see “Critical Accounting Estimates” under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Risks Related to Our Common Stock and Indebtedness

Signet’s share price may be volatile due to Signet’s results and financial condition or factors impacting the market overall, which could have a short or long-term adverse impact on an investment in Signet stock.

Signet’s share price has fluctuated and may fluctuate substantially as a result of variations in the actual or anticipated results and financial conditions of Signet and other companies in the retail industry. In addition, the stock market has experienced, and may continue to experience, price and volume fluctuations that have affected the market price of many retail and other stocks, including Signet’s, in a manner unrelated, or disproportionate, to the operating performance of these companies.

Signet provides public guidance on its expected operating and financial results for future periods. Such guidance is comprisedconsists of forward-looking statements subject to the risks and uncertainties described in this report and in Signet’s other public filings and public statements. Signet’s actual results may be below the provided guidance or the expectations of Signet’s investors and analysts,
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especially in times of economic uncertainty. In the past, when the Company has reduced its outlook related to certain measures in its previously provided guidance, the market price of its common stock has declined. If, in the future, Signet’s operating or financial results for a particular period do not meet guidance or the expectations of investors and analysts or if Signet reduces its outlook related to certain measures in its guidance for future periods, the market price of its common stock may decline. In addition, if the analysts that regularly follow the Company’s stock lower their rating or lower their projections for future growth and financial performance, the Company’s stock price could decline.decline.

The Company’s ability to borrow is important to its operations and financial covenants, credit ratings and interest rate volatility could all impact the availability of such debt and could adversely impact the Company’s financial results.

The Company’s primary sources of liquidity are cash on hand, cash provided by operations and availability under its asset-based credit facility. The Company has a significant amount of debt and redeemable preferred securities,holds obligations under its 4.70% Senior Unsecured Notes and its redeemable Series A Convertible Preference Shares. The Company’s ability to borrow and maintain adequate cash flow is necessary to sustain its operations, particularly given the seasonal fluctuations in inventory and staffing requirements and the concentration of sales in the fourth quarter. ThisThe Company’s debt requiresand preferred share obligations also require maintaining sufficient cash flow to make continuing payment obligations.obligations for interest and dividends. Because a large portion of its financing is asset-based and secured, the Company’s ability to draw funds is dependent on maintaining a sufficient borrowing base and it is subject to the risk of loss of such assets to foreclosure or sale to satisfy its debt obligations.

Signet’s borrowing agreements include various financial and other covenants. A material deterioration in its financial performance could result in a breach of these covenants. In the event of a breach, the Company would have to renegotiate terms with its current lenders or find alternative sources of financing if current lenders required cancellation of facilities or early repayment. In addition, these covenants, in some cases, limit the Company’s flexibility to adapt its operations to changing conditions.

The Terms under the Company’s asset-based credit agreement terms alsofacility include exposure to variable interest rate debt and volatility in benchmark interest rates could adversely impact the Company’s financial results.

Additionally, credit ratingsrating agencies periodically review Signet’s capital structure and the quality and stability of the Company’s earnings, and should Signet need to obtain more financing, a credit rating downgrade would make it more difficult, expensive and restrictive to do so. Changes in general credit market conditions could also affect Signet’s ability to access capital at rates and on terms determined to be attractive.

If Signet’s ability to access capital becomes constrained, it may not be able to adequately fund its ongoing operations, dividends and share repurchases or planned initiatives and the Company’s interest costs will likely increase, which could have a material adverse effect on its results of operations, financial condition and cash flows.flows.

Risks Related to Human Capital

The Company’s ability to recruit, train, motivate and retain suitably qualified sales associates could adversely impact sales and earnings.

Management regards the customer experience as an essential element in the success of its business. Competition for suitable sales associates or changes in labor and healthcare laws could require Signet to incur higher labor costs. A shortage of qualified individuals, higher labor costs and the execution of transformationalstrategic initiatives, including those designed to improve the customer experience, could result in disruptions to the performance of sales associates and an inability to recruit, train, motivate and retain suitably qualified sales associates, which could adversely impact sales and earnings.

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Signet’s success is dependent on the strength and effectiveness of its relationships with its various stakeholders whose behavior may be affected by itsstakeholders. The Company’s management of social, ethical and environmentalits 2030 CSGs as well as increased demand for ESG disclosures could result in additional costs or risks.

Social, ethicalWe have established and environmental matters influence Signet’s reputation, demandpublicly announced 2030 CSGs including commitments to address climate change and human rights. These statements reflect our plans and aspirations and are subject to a number of risks and uncertainties, many of which are outside our control. Like many companies, Signet aspires to work towards net-zero business operations. The ability for merchandise by consumers, the abilitycompanies to recruit staff, relations with suppliers and standing in the financial markets. Signet’s successadjust their operations is dependent on the strengthenergy infrastructure of the US, namely the availability and effectivenesscost of its relationshipslow- or non-carbon-based energy sources for our physical locations as well as the availability of low or non-carbon transportation.

Signet carefully considers both investor expectations and regulatory requirements in forming our ESG disclosure strategy and when investing resources in ESG disclosure processes and tools. Standards for tracking and reporting ESG matters continue to evolve. The voluntary disclosure frameworks and standards we select, and the interpretation or application of those frameworks and standards, may be subject to change and may be different from our peers. Further, the methodologies we use for reporting ESG data may be
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updated and our previously reported ESG data may be adjusted to reflect improvements in data that is available to us, changing assumptions, changes in our operations and other changes in circumstances. Our processes and controls for reporting ESG matters across our operations and supply chain are continually evolving as are the differing standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by government agencies. Preparation for the recently issued SEC climate disclosure rule is expected to require additional resources for compliance. Signet will always prioritize legally required disclosures such as greenhouse gas emissions calculations over voluntary frameworks.

Consequently, it is possible that we may fail to achieve our 2030 CSGs or that our customers, team members, investors, advocacy groups, government agencies or other stakeholders may not be satisfied with its various stakeholders: customers, shareholders, employeesthe CSGs we set or our efforts to achieve them. Our failure, or perceive failure, to adequately achieve, update or accurately track and suppliers. In recent years, stakeholder expectations have increased, asreport on these stakeholders expect businessesCSGs on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and may expose us to consider social, ethical, and environmental impacts while making business decisions, and Signet’s success and reputation will depend on itsadverse consumer actions, inhibit our ability to meet these higher expectations. Signet’s success also depends upon its reputation for integrity in sourcing its merchandise, which, if adversely affected could impact consumer sentimentattract and willingnessretain talent, and subject us to purchase Signet’s merchandise.increased scrutiny from the investment community, special interest groups and enforcement authorities.

Collective bargaining activity could disrupt the Company’s operations, increase labor costs or interfere with the ability of management to focus on executing business strategies.

The employees of Signet’s diamond polishing factory in Garborone,Gaborone, Botswana are covered by a collective bargaining agreement. If relationships with these employees become adverse, operations at the factory could experience labor disruptions such as strikes, lockouts, boycotts and public demonstrations, which could negatively impact the Company’s diamond supply, increase costs and cause negative publicity. Labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs and limitations on the Company’s ability to take cost-saving measures during economic downturns. Any of these cost increases and constraints on Signet’s operations could adversely impact its results of operations. Further, collective bargaining activity in other industries, such as various union strikes in the UK that were announced in December 2022 by postal and travel workers, may adversely affect traffic to our stores or delivery of online orders and in-turn negatively impact our sales.

Risks Related to Compliance

The Company’s exposure to legal proceedings, tax matters, and/or regulatory or other investigations could reduce earnings and cash, as well as negatively impact debt covenants, leverage ratios and its reputation and divert management attention.

Signet is involved in legal proceedings incidental to its business. Litigation is inherently unpredictable. Any actual or potential claims against us, whether meritorious or not, or regulatory or other investigations, could be time consuming, result in costly litigation or litigation settlements, require significant amounts of management time, negatively impact Signet’s reputation and result in the diversion of significant operational resources. In addition, while Signet maintains insurance to cover various types of liabilities and loss, such coverage may not be sufficient to cover the full extent of any damages and expenses and the timing of any reimbursement may not correspond to the liabilities accrued or incurred.

At any point in time, various tax years are subject to, or are in the process of, audit by various taxing authorities. To the extent that management’s estimates of settlements change, or the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax in the period in which such determinations are made.

Additionally, new For example, should His Majesty’s Revenue and Customs, or other tax treatment of companies engagedauthorities, assess Signet and should the tax authorities prevail in eCommerce has and may continue to adversely affect the commercial use of JamesAllen.com, the online retailer Signet acquired during the fiscal year ended February 3, 2018. Specifically, in June 2018, the US Supreme Court decided the South Dakota v. Wayfair, Inc. sales tax nexus case. Assuch assessments, there could be a result of the Supreme Court ruling, some states have adopted laws and other states now have the ability to adopt laws requiring taxpayers to collect and remit sales taxmaterial adverse impact on a basis of economic nexus, even in states in which the taxpayer has no presence. New taxes required to be collected by JamesAllen.com have created significant increases in internal costs necessary to capture data and collect and remit taxes. These events have had and will continue to have an adverse effect on JamesAllen.com.

The Company’s ability to satisfy the accounting requirements for “hedge accounting,” or the default or insolvency of a counterparty to a hedging contract, as well as changes in estimates, assumptions or applications in other or new accounting policies, could adversely impact results.

Signet hedges a portion of its purchases of gold for both its North America and International segments and hedges the US dollar requirements of its International segment. The failure to satisfy the appropriate accounting requirements, or a default or insolvency of a counterparty to a contract, could increase the volatility ofour results and may impact the timing of recognition of gains and losses in the statement of operations which could have a negative impact on Signet’s results.

Other accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to the Company’s business, including but not limited to, revenue recognition for extended service plans and lifetime warranty agreements and pension accounting, are highly complex and involve many subjective assumptions,
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estimates and judgments by the Company. Changescash flows in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance.future periods.

Failure to comply with labor regulations could adversely affect the Company’s business.

Various state, federal and global laws and regulations govern Signet’s relationship with its employees. Some examples of these laws include requirements related to minimum wage, sick pay, overtime pay, paid time off, workers’ compensation rates, and healthcare reform. These laws and regulations change frequently, and the ultimate cost of compliance cannot be precisely estimated. Failure by Signet to comply with labor regulations could result in fines and legal actions. In addition, the ability to recruit and retain staff could be harmed. These consequences could adversely affect the Company’s business.

The Company’s ability to comply with laws and regulations and adapt to changes thereto could adversely affect its business.

Signet’s policies and procedures are designed to comply with applicable laws and regulations. Changing legal and regulatory requirements in the US and other jurisdictions in which Signet operates have increased the complexity of the regulatory environment in which the business operates and the cost of compliance. Failure to comply with the various regulatory requirements may result in
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damage to Signet’s reputation, civil and criminal proceedings and liability, fines and penalties, and further increase the cost of regulatory compliance.

Changes in existing taxation laws, rules or practices may adversely affect the Company’s financial results.

The Company operates through various subsidiaries in numerous countries throughout the world. Consequently, Signet is subject to changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in the United StatesUS or jurisdictions where any subsidiaries operate or are incorporated. Tax laws, treaties and regulations are highly complex and subject to interpretation. The Company’s income tax expense is based upon interpretation of the tax laws in effect in various countries at the time such expense was incurred. If these tax laws, treaties or regulations, including the recent Bermuda Corporate Income Tax Act of 2023, were to change or any tax authority were to successfully challenge Signet’s assessment of the effects of such laws, treaties and regulations in any country, this could result in a higher effective tax rate on the Company’s taxable earnings, which could have a material adverse effect on the Company’s results of operations.

In addition, the Organization for Economic Co-OperationCo-operation and Development (“OECD”) has published an action plan seeking multilateral cooperationled international efforts to reform the taxation of multinational companies. Countries already have begundevise, and to implement someon a permanent basis, a two-pillar solution to address the tax challenges arising from the digitalization of the economy. Pillar One focuses on nexus and profit allocation, and Pillar Two provides for a global minimum effective corporate tax rate of 15%. Pillar One would apply to multinational enterprises with annual global revenue above 20 billion euros and profitability above 10%, with the revenue threshold potentially reduced to 10 billion euros in the future. Based on these action items,thresholds, we currently expect to be outside the scope of the Pillar One proposals, though we anticipate that we will be subject to Pillar One in the future if our global revenue exceeds the Pillar One thresholds. In December 2021, the OECD published detailed rules that define the scope of the Pillar Two global minimum effective tax rate proposal. A number of countries, including the UK, have adopted the core elements of the Pillar Two proposal effective for years beginning in 2024, and likely will continuethe European Union has adopted a Council Directive which requires certain Pillar Two rules to adopt morebe transposed into member states’ national laws from such time. Based on our current understanding of them over the next several years. Thisminimum revenue thresholds contained in the proposed Pillar Two rules, we expect that we may be within their scope and so their implementation could impact the amount of tax we have to pay. Additionally, these changes may result in unilateral or uncoordinated local country application of the action items. Any such inconsistencies in the tax laws of countries where the Company operates or is incorporated may lead to increased uncertainty with respect to tax positions or otherwise increase the potential for double taxation. Proposals for US tax reform also potentially could have a significant adverse effect on us. In addition, the European Commission has conducted investigations in multiple countries focusing on whether local country tax legislation or rulings provide preferential tax treatment in violation of European Union state aid rules. Any impacts of these actions could increase the Company’s tax liabilities, which in turn could have a material adverse effect on the Company’s results of operations and financial condition.

The Parent Company (as defined in Item 5) is incorporated in Bermuda. The directors intend to conduct the Parent Company’s affairs such that, based on current law and practice of the relevant tax authorities, the Parent Company will not become resident for tax purposes in any other territory. At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by the Parent Company or by its shareholders in respect of its common shares. The Parent Company has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to it or to any of its operations or to its shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by it in respect of real property owned or leased by it in Bermuda. Given the limited duration of the Minister of Finance’s assurance, the Parent Company cannot be certain that it will not be subject to Bermuda tax after March 31, 2035. In the event the Parent Company were to become subject to any Bermuda tax after such date, it could have a material adverse effect on the Parent Company’s results of operations and financial condition.

International laws and regulations and foreign taxes could impact Signet’s ability to continue sourcing and manufacturing materials for its products on a global scale.

Signet is engaged in sourcing and manufacturing on a global scale, and as such, could be impacted by foreign governmental laws and regulations, foreign duties, taxes, and other charges on importing products, and international shipping delays or disruptions. Signet’s global operations are also subject to the Foreign Corrupt Practices Act and other such anti-corruption laws. Additionally, labor
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relations and general political conditions in the countries where Signet sources and manufactures its materials could impact the ultimate shipment and receipt of such supplies and products.

Stakeholders may face difficulties in enforcing proceedings against Signet Jewelers Limited as it is domiciled in Bermuda.

It is doubtful whether courts in Bermuda would enforce judgments obtained by investors in other jurisdictions, including the US, Canada and the UK, against the Parent Company or its directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against the Parent Company or its directors or officers under the securities laws of other jurisdictions.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk management and strategy
Signet recognizes the importance cybersecurity has to the success of our business. We also recognize the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. Accordingly, we aim to protect our business operations, including customer records and information, against known and evolving cybersecurity threats.
Signet manages cybersecurity risk using a cross-functional approach, which is overseen by the Company’s Board. The Company’s cyber risk management program is designed to anticipate, identify, assess, manage, mitigate, and respond to cybersecurity threats. This
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program is integrated within the Company’s enterprise risk management processes and addresses the store and corporate information technology environments, as well as third-party vendors, software, and applications upon which we rely.

The underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). Signet conducts periodic assessments against the NIST CSF and reviews key cybersecurity risks, utilizing a third party to perform this assessment of the Company’s cyber risk management program. The risk assessments, together with risk-based analysis and judgment, are used to determine security controls to address identified risks. Signet has strategically integrated cybersecurity risk management into the Company’s policies and broader enterprise risk management framework to promote a company-wide culture of cybersecurity. Signet considers the following factors, among others, during the process of determining how to address risks and which controls to implement: likelihood and severity of the risk; the impact on the Company, the Company’s customers, employees, and shareholders; and if a risk materializes, the feasibility and cost of controls and the impact of controls on operations.

Signet has a cybersecurity operations program that monitors its global cybersecurity environment and coordinates the investigation and remediation of cybersecurity alerts. In the event of a cybersecurity incident, the Chief Information Security Officer (“CISO”) is equipped with an incident response plan that includes immediate actions designed to mitigate the impact and long-term strategies for remediation and prevention of future incidents. We frequently stage incident response drills to prepare support teams to respond to a significant incident. The Company’s information security program includes the following specific controls that are used to some extent: endpoint threat detection and response; identity and access management; privileged access management; logging and monitoring involving the use of security information and event management; multi-factor authentication; firewalls and intrusion detection and prevention; and vulnerability and patch management, as well as policy and technical controls governing the use of AI.

Signet partners with leading cybersecurity companies and organizations, leveraging third-party technology and expertise. Signet engages with these partners to provide or operate technical controls and technology systems, monitor, and maintain the performance and effectiveness of products and services deployed in Signet’s environment, and conduct vulnerability scans and penetration testing.

Signet also maintains a risk-based approach for assessing, identifying, and managing risks from cybersecurity threats associated with third-party service providers, third-party software, third-party applications and other companies with whom we do business (such as our outsourced credit card partners). Signet utilizes industry standard tools to assess the criticality of software, data assets, and operational technology. We conduct security assessments of high-risk third-party service providers before engagement to ensure compliance with our cybersecurity standards, including review of the service providers’ System and Organization Controls (SOC) report to assess their cybersecurity controls and risk assessment. This approach is designed to mitigate risks related to data breaches or other security incidents originating from or otherwise due to reliance on third parties.

Signet faces risks from cybersecurity threats that could have a material adverse effect on its business, financial condition, results of operations, cash flows or reputation. Signet does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition. However, Signet (or third parties on which Signet relies) may not be able to implement security controls fully, continuously and effectively as designed or intended. As described above, the Company utilizes a risk-based approach and judgment to determine the security controls to implement, and it is possible that Signet may not implement appropriate controls if management does not recognize, or underestimates, a particular risk. In addition, security controls, no matter how well designed or implemented, may only partially mitigate, but not fully eliminate, risks. Security events, when detected by security tools or third parties, may not always be immediately understood or acted upon by the Company (or by third parties on which Signet relies). See the “Risk Factors” section in Item 1A of this Annual Report on Form 10-K for additional discussion of our cybersecurity risks.

Governance
Signet’s cybersecurity program is run by our CISO, who is the head of the Company’s cybersecurity team, and who reports to Signet’s Chief Information Officer (“CIO”). The CISO is responsible for assessing and managing Signet’s cybersecurity risk management program, regularly informing senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and supervising such efforts. Our CISO and CIO have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in this position with Signet since 2018, was previously CISO at multiple Fortune 500 retail and hospitality organizations, and held senior cybersecurity management roles in the financial services industry. The Signet cybersecurity team supporting the CISO has experience selecting, deploying, and operating cybersecurity technologies, initiatives, and processes around the world, and relies on threat intelligence as well as other information obtained from governmental, public, or private sources, including external consultants engaged by Signet. In addition, a cross-functional management committee has been established to assess cybersecurity breaches, should they occur, to determine whether a breach is material and requires disclosure.
The Governance and Technology Committee of the Board (“GTC”) oversees Signet’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. Two of the members of our GTC are technology executives employed at their respective organizations who are highly technology-fluent and well-versed on cyber risks. The CISO and CIO regularly brief the GTC on the effectiveness of Signet’s cyber risk management program and risk status. In addition, cybersecurity risks are reviewed by the Board, at least annually, as part of the Company’s corporate risk-mapping exercise. In addition to scheduled meetings, the GTC, CISO and CIO maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board’s oversight is proactive and responsive.
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ITEM 2. PROPERTIES
The following table provides the location, use and size of Signet’s material corporate, distribution, and other non-retail facilities required to support the Company’s global retail operations as of January 30, 2021:February 3, 2024:
LocationLocationFunctionApproximate square footageLease or OwnLease expirationLocationFunctionApproximate square footageLease or OwnLease expiration
Akron, OhioAkron, OhioCorporate and distribution460,000 Lease2048Akron, OhioCorporate and distribution546,000 LeaseLease2048
Akron, OhioAkron, Ohio
Credit (1)
86,000 Lease2048Akron, OhioTraining facility11,000 LeaseLease2032
Akron, OhioAkron, OhioCustomer care11,000 Lease2048Akron, OhioRepair facility38,000 OwnOwnN/A
Akron, OhioRepair facility38,000 OwnN/A
Akron, OhioAdministrative32,000 Lease2022
Barberton, OhioBarberton, OhioNon-merchandise fulfillment135,000 Lease2032Barberton, OhioNon-merchandise fulfillment135,000 LeaseLease2032
New York City, New YorkAdministrative17,000 Lease2023
New York City, New YorkAdministrative8,000 Lease2027
Brentwood, TennesseeBrentwood, TennesseeRepair facility16,020 Lease2025
Charlotte, North CarolinaCharlotte, North CarolinaCorporate and administrative14,200 Lease2033
Dallas, TexasDallas, Texas
Repair facility (2)
31,000 Lease2029Dallas, TexasRepair facility31,000 LeaseLease2029
Dallas, TexasDallas, TexasAdministrative190,000 Lease2029Dallas, TexasAdministrative190,000 LeaseLease2029
Frederick, MarylandFrederick, MarylandCustomer service7,716 Lease2022Frederick, MarylandCustomer service7,716 LeaseLease2026
Toronto, Ontario (Canada)Distribution and fulfillment26,000 Lease2021
Kent, WashingtonKent, WashingtonCustomer service, Virtual studios10,500 Lease2029
New York City, New YorkNew York City, New YorkAdministrative and fulfillment65,837 Lease2032
New York City, New YorkNew York City, New YorkManufacturing and distribution10,580 Lease2027
San Francisco, California
San Francisco, California
San Francisco, CaliforniaAdministrative6,178 Lease2024
Seattle, WashingtonSeattle, WashingtonRepair facility27,500 Lease2030
Seattle, WashingtonSeattle, WashingtonPhoto studio11,000 Lease2027
Seattle, WashingtonSeattle, WashingtonCorporate and administrative10,900 Lease2024
Markham, Ontario (Canada)Markham, Ontario (Canada)Distribution and fulfillment31,000 Lease2026
Birmingham, UKBirmingham, UKCorporate, distribution and eCommerce fulfillment235,000 OwnN/ABirmingham, UKCorporate, distribution and eCommerce fulfillment235,000 OwnOwnN/A
Borehamwood, Hertfordshire (UK)Administrative36,200 Lease2021
Watford, UKWatford, UKAdministrative20,500 Lease2037
Gaborone, BotswanaGaborone, BotswanaDiamond polishing34,200 OwnN/A
Mumbai, IndiaDiamond liaison3,000 Lease2021
Mumbai, IndiaDiamond liaison2,936 Lease2021
Ramat-Gan, IsraelTechnology center1,000 Lease2021
Gaborone, Botswana
Gaborone, BotswanaDiamond polishing34,200 OwnN/A
Herzelia, IsraelHerzelia, IsraelTechnology center12,700 Lease2023
Herzelia, Israel
Herzelia, IsraelTechnology center12,400 Lease2028
Herzelia, IsraelHerzelia, IsraelTechnology center5,400 Lease2028
(1)     The indicated propertyCompany has been partially subleased toadditional distribution and technology centers in New York, Israel, and the United Arab Emirates, as well as a third party service providerdiamond liaison office in conjunction with the Company’s outsourced credit program. See Note 4 of Item 8 for further details.
(2)     The indicated property has a sublease option.
India. Sufficient distribution exists in all geographies to meet the respective needs of the Company’s operations.
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Global retail property
Signet attributes great importance to the location and appearance of its stores. Accordingly, in each of Signet’s divisions,banners, investment decisions on selecting sites and refurbishing stores are made centrally, and strict real estate and investment criteria are applied. Below is a summary of property details by geography for Signet’s retail operations as of January 30, 2021:February 3, 2024:
North America segmentInternational segmentSignet
North America segment
North America segment
North America segmentInternational segmentSignet
USUS2,381 — 2,381 
CanadaCanada100 — 100 
United Kingdom— 339 339 
UK
Republic of IrelandRepublic of Ireland— 10 10 
Channel IslandsChannel Islands— 
TotalTotal2,481 352 2,833 
    North America retail property
Signet’s North America segment operates stores and kiosks in the US and Canada, with substantially all of the locations being leased. In addition to a minimum annual rent cost, the majority of mall stores are also liable to pay rent based on sales above a specified base level. In Fiscal 2021, most2024, the majority of the mall stores and kiosks only made base rental payments.payments. Under the terms of a typical lease, the
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Company is required to conform and maintain its usage to agreed standards, and is responsible for its proportionate share of expenses associated with common area maintenance, utilities and taxes of the mall.
The initial term of a mall store lease is generally ten years for North America. Off-mall locations, excluding Jared, typically have an initial term of ten years with a five-year termination right. Piercing Pagoda kiosks generally have leases with terms ranging from one to five years. Towards the end of a lease, Signet evaluates whether to renew a lease and refit the store, using similar operational and investment criteria as for a new store. Where the Company is uncertain whether the location will meet its required return on investment, but the store is profitable, the leaseslease may be renewed for one to two years, during which time the store’s performance is further evaluated. The Company not only monitors the stores’ performance but also monitors other factors such as trade area and mall grade. Jared stores are normally opened with lease terms ranging from fifteen to twenty years with options to extend the lease, and rents are not sales related.
At January 30, 2021, the average unexpired lease term of leased premises for the North America segment was approximately three years for Kay and Zales mall locations and four years for off-mall Kay and Zales locations. Jared locations on average have six years remaining. Approximately 79% of these leases had terms expiring within five years. Piercing Pagoda average lease term remaining is two years and all but one of these leases had terms expiring within five years.
The cost of a new Kay or Zales mall store is typically between $0.1 million and $0.7 million. The cost of a new Jared store is typically between $2.1 million and $3.3 million. The cost of a new Piercing Pagoda kiosk is approximately $0.1 million. The cost of remodels and refurbishments can vary greatly by location and age of store.
Below is a summary of lease and cost information for stores and kiosks in the North America segment as of February 3, 2024:
Typical Initial Lease TermAverage Unexpired Lease TermTypical Cost of New Store
Kay
Mall5 years2 years$0.6 million to $1.1 million
Off-mall5 years3 years$0.4 million to $0.7 million
Zales
Mall5 years2 years$0.7 million to $1.1 million
Off-mall5 years2 years$0.1 million to $0.6 million
Jared10 to 20 years4 years$2.2 million to $3.2 million
Diamonds Direct10 to 20 years9 years$1.9 million to $3.8 million
Blue Nile5 to 10 years7 years$1.4 million to $1.9 million
Banter
In-line3 to 5 years2 years$0.3 million to $0.5 million
Kiosk3 to 5 years1 years$0.1 million to $0.2 million
In the US, the North America segment collectively leases approximately 15%30% of store and kiosk locations from a single lessor.two lessors. In Canada, it leases approximately 50%66% of its store locations are leased from fourfive lessors, with no individual lessor relationship exceeding 15% of its store locations.16%. The segment had no other relationship with any lessor relating to 10% or more of its locations.
During the past five fiscal years, the Company generally has been successful in renewing its store leases as they expire and has not experienced difficulty in securing suitable locations for its stores. No store lease is individually material to Signet’s operations.
International retail property
The International segment’s stores are generally leased under full repairing and insuring leases (equivalent to triple net leases in the US). Wherever possible, Signet is shortening the length of new leases that it enters into or including break clauses in order to improve the flexibility of its lease commitments. At January 30, 2021,February 3, 2024, the average unexpired lease term of International premises was sixfour years, and a majority of leases had either break clauses or terms expiring within five years. Rents are usually subject to upward review every five years if market conditions so warrant. An increasing proportion of rents also have an element related to the sales of a store, subject to a minimum annual value.
At the end of the lease period, subject to certain limited exceptions, leaseholders in the UK generally have statutory rights to enter into a new lease of the premises on negotiated terms. As current leases expire, Signet believes that it will be able to renew leases, if desired, for present store locations or to obtain leases in equivalent or improved locations in the same general area. Signet has not experienced difficulty in securing leases for suitable locations for its International stores. No store lease is individually material to Signet’s operations.
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A typical International segment store undergoes a major remodel every ten years and a less costlyor refurbishment every five to ten years. It is intended that these investments will be financed by cash from operating activities. The cost of remodeling a regular store is typically between $0.2$0.4 million and $0.8 million for both H.SamuelH. Samuel and Ernest Jones, while remodels in prestigious locations could exceed these amounts.
The International segment has no relationship with any lessor relating to 10% or more of its store locations.
ITEM 3. LEGAL PROCEEDINGS
See discussion of legal proceedings in Note 2728 of Item 8.
ITEM 4. MINE SAFETY DISCLOSUREDISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market and dividend information
The Company’s common shares (symbol: SIG) are traded on the New York Stock Exchange (“NYSE”).
Future payments of quarterly dividends will be based on Signet’s ability to satisfy all applicable statutory and regulatory requirements and its continued financial strength. Any future payment of cash dividends will depend upon such factors as Signet’s earnings, capital requirements, financial condition, restrictions under Signet’s credit facility, legal restrictions and other risk factors deemed relevant by the Board of Directors.Board. See Item 1A Risk Factors.
Number of common shareholders
As of March 12, 2021,15, 2024, there were approximately 6,8926,432 shareholders of record of the Company’s common shares.
RepurchasesIssuer purchases of equity securities
The following table contains the Company’s repurchases of common shares in the fourth quarter of Fiscal 2021:2024:
Period
Total number of shares purchased(1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs(2)
Approximate dollar value of shares that may yet be purchased under the plans or programs
November 1, 2020 to November 28, 2020— $— — $165,586,651
November 29, 2020 to December 26, 2020197 $31.01 — $165,586,651
December 27, 2020 to January 30, 2021110 $36.68 — $165,586,651
Total307 $33.04  $165,586,651
PeriodTotal number of shares purchased
Average price paid per share (1)
Total number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs
October 29, 2023 to November 25, 202327,528 $81.72 27,528 $680,592,459
November 26, 2023 to December 30, 2023167,022 $86.20 167,022 $666,195,183
December 31, 2023 to February 3, 202451,792 $99.90 51,792 $661,021,111
Total246,342 $88.58 246,342 $661,021,111
(1)     Includes 307 shares delivered to Signet by employees to satisfy minimum tax withholding obligations due upon the vesting or paymentThe average price paid per share excludes commissions paid of stock awards under share-based compensation programs. These are not repurchased$4,434 in connection with any publicly announced share repurchase programs.
(2)     In Junethe repurchases made under the 2017 the Board of Directors authorized the repurchase of up to $600.0 million of Signet’s common shares (the “2017 Program”). The 2017 Program may be suspended or discontinued at any time without notice. See Note 8 of Item 8 for additional information.

Share Repurchase Program.
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Performance graph
The following performance graph and related information shall not be deemed “soliciting material” or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that Signet specifically incorporates it by reference into such filing.
Historical share price performance should not be relied upon as an indication of future share price performance. The following graph compares the cumulative total return to holders of Signet’s common shares against the cumulative total return of the S&P 500 Index and the S&P 500 Specialty Retail Index for the five year period ended January 30, 2021.February 3, 2024. The comparison of the cumulative total returns for each investment assumes that $100 was invested in Signet’s common shares and the respective indices on January 30, 2016February 2, 2019 through January 30, 2021.February 3, 2024.
sig-20210130_g1.jpg2069
Related Shareholder Matters
Signet Jewelers Limited (the “Parent Company”) is classified by the Bermuda Monetary Authority as a non-resident of Bermuda for exchange control purposes. Issues and transfers of the Parent Company’s common shares involving persons regarded as non-residents of Bermuda for exchange control purposes may be effected without specific consent under the Exchange Control Act 1972 of Bermuda and regulations thereunder for so long as the Parent Company’s common shares are listed on an appointed stock exchange (which includes the NYSE). Issues and transfers of common shares involving persons regarded as residents in Bermuda for exchange control purposes may require specific prior approval under the Exchange Control Act 1972 of Bermuda and regulations thereunder.
The owners of common shares who are non-residents of Bermuda are not subject to any restrictions on their rights to hold or vote their shares. Because the Parent Company is classified as a non-resident of Bermuda for exchange control purposes, there are no restrictions on its ability to transfer funds into and out of Bermuda or to pay dividends, other than in respect of local Bermuda currency.
There is no reciprocal tax treaty between Bermuda and the United StatesUS regarding withholding taxes. Under existing Bermuda law, there is no Bermuda income or withholding tax on dividends paid by the Parent Company to its shareholders. Furthermore, under existing Bermuda law, no Bermuda tax is levied on the sale or transfer of Signet common shares.
ITEM 6. SELECTED FINANCIAL DATA
Pursuant to Release No. 33-10890 (including the transition guidance therein), which was adopted by the SEC on November 19, 2020, the Company has elected to exclude the disclosures formerly required by this Item 6.[RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis in this Item 7 isare 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 consolidated financial statements and notes to the consolidated financial statements included in Item 8. 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 below and elsewhere in this report, particularly in “Forward-Looking Statements” above as well as the “Risk Factors” and “Forward-Looking Statements.”section within Item 1A.
This management's discussion and analysis provides comparisons of material changes in the consolidated financial statements for Fiscal 20212024 and Fiscal 2020.2023. For a comparison of Fiscal 20202023 and Fiscal 2019,2022, refer to Item 7 included in our Annual Report on Form 10-K for the year ended February 1, 2020January 28, 2023 filed with the SEC on March 26, 2020.16, 2023.

OVERVIEW
ImpactOverall performance
Signet’s sales decreased by 6.3% during the fourth quarter of COVID-19 on Signet’s business
In December 2019, a novel coronavirus (“COVID-19”)Fiscal 2024 compared to the same period in Fiscal 2023. This overall decrease was identified in Wuhan, China. In March 2020,partially offset by the World Health Organization declared COVID-19 a global pandemic as a resultimpact of the further spread of the virus into all regions of the world, including those regions where the Company’s primary operations occur in North America and the UK. COVID-19 has significantly impacted consumer traffic and the Company’s retail sales, based on the perceived public health risk and government-imposed quarantines and restrictions of public gatherings and commercial activity to contain spread of the virus.
Effective March 23, 2020, the Company temporarily closed all of its stores in North America, its diamond operations in New York and its support centers14th week in the United States. Additionally, effective March 24, 2020,fourth quarter of Fiscal 2024, which increased sales by $103.2 million. Sales were down compared to the Company temporarily closed all of its storessame period in the UK. The COVID-19 pandemic has also disruptedprior year due to the Company’s global supply chain, includingdeep COVID-induced engagement trough, the temporary closurecontinued impact of the Company’s diamond polishing operationsheightened inflationary pressure on consumers’ discretionary spending, integration issues at our digital banners resulting in Botswana, and may cause additional disruptions to operations if employees of the Company become sick, are quarantined, or are otherwise limited in their ability to work at Company locations or travel for business. While the Company experienced a temporary disruption in its James Allen New York distribution center, the Company has continued to fill substantially all of its eCommerce orders during Fiscal 2021.
The Company continues to actively monitor and manage the situation related to its store and support center operations at the local level focusing on the best interests of its employees, customers, suppliers and shareholders. Beginning in May 2020, Signet initiated a measured approach to store re-openings based on health and safety standards,lower conversion rates, as well as regional customer demand. As of the end ofcompetitive pricing pressure that persisted throughout the third quarter of Fiscal 2021,year. Amidst these pressures, the Company launched new items which had re-opened substantially all of its storesa 700 basis point higher sell-through than the prior year while leveraging branding and value engineering to deliver an average merchandise transaction value (“ATV”) nearly flat to the prior year fourth quarter in North America and the UK.America. During the fourth quarter of Fiscal 2021, both2024, the UKCompany’s ATV decreased by 0.6% in the North America reportable segment and certain Canadian provinces re-established mandated temporary closuredecreased by 10.4% in the International reportable segment. The International ATV decline primarily reflects the underperformance of non-essential businesses. Canadian stores began re-opening periodically in February 2021the Ernest Jones banner, overall lower-price sales stemming from macroeconomic factors as provincial restrictions were lifted, andnoted above, as well as the UK stores are expectedimpact from the previously announced divestiture of the prestige watch business. In addition, the Services category continued to open in April 2021. Management willoutperform merchandise, increasing 5% compared to the prior fourth quarter.
The Company intends to continue to monitorexecute the re-openinginitiatives under its Inspiring Brilliance strategy, which is focused on the achievement of these locations,sustainable industry-leading growth toward its previously announced mid-term goals of growing revenue to $9 to $10 billion, with a priority and focusan annual double digit non-GAAP operating margin (See Non-GAAP Measures section for further information). The Inspiring Brilliance strategy focuses on safety.
The COVID-19 pandemic has significantly alteredsustainable enhancements to the retail climate and the Company is navigating that change by accelerating its applicationdifferentiation of the key strategic initiatives developed over the past three yearsSignet’s banners, including the Company’s focus on becoming an OmniChannel leader, focusing on the needsexpansion of its customers, removing non-customer facing costs,accessible luxury portfolio, its connected commerce and optimizingdigital capabilities and its initiatives to accelerate services and optimize its real estate footprint. The Company continues to maintain its cost diligence efforts and net structural cost savings of $115 million exceeded expectations in Fiscal 2021. Total three-year net cost savings through the end of Fiscal 2021 related to the Company’s Path to Brilliance transformation plan are approximately $300 million compared to the original target of $225 million. During Fiscal 2021, the Company has permanently closed 395 store locations (excluding repositions) under the acceleration of its previously announced real estate initiatives.
During Fiscal 2021, the Company has also taken numerous actions to maximize its financial flexibility, bolster its cash position and reduce operating expenditures, both strategically and as temporary measures as a result of COVID-19. Refer to the Liquidity and Capital Resources section below.
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Outlook
Signet’s sales grew 1.5% during the fourth quarter of Fiscal 2021 compared to the prior comparable quarter, reflecting a combination of factors including the shift in consumer spend related to the Stimulus received and travel restrictions implemented in Fiscal 2021 and the continued traction of Signet's Path to Brilliance strategies. Higher conversion rates and transaction values, both online and in-store, also helped to drive overall sales performance during the fourth quarter of Fiscal 2021. In Fiscal 2022, the Company will transition into the next phase of its Path to Brilliance strategy, called Inspiring Brilliance, which will befocused on sustainable, industry-leading growth. As described in the Purpose and Strategy section within Item 1 of this Annual Report on Form 10-K, through its Inspiring Brilliance strategy, the Company will focusis focused on leveraging itsthe core strengths that it has grown substantially overdeveloped since the past threebeginning of the transformation six years ago. Signet aims to be the innovation and market share leader of the jewelry category with the goal of creating a broader mid-marketopportunity for additional market share expansion and increasing Signet’s share of that larger marketprofitable growth as the industry leader.Company leverages its flexible operating model and core strengths while investing to widen its competitive advantages.
It is not clear whatRefer to the “Results of Operations” section below for further information on performance during the fourth quarter and full extentyear Fiscal 2024.
Outlook
Jewelry industry revenues continued to soften in Fiscal 2024, driven by the impact of the COVID-19 impacts will be on the Company’s business during Fiscal 2022 or longer term, and whether the strong resultsmacroeconomic factors, headwinds in the second half of Fiscal 2021 will continue, especially toward the latter part of Fiscal 2022. Continued uncertainty surrounding multiple factors, including the magnitude and potential resurgence of COVID-19 in key trade areas, extended duration of heightened unemployment, supply chain disruptions and macro or governmental influences on consumers’ ability to spend, particularly in discretionary categories like jewelry. Further, as the COVID-19 pandemic subsides, the pace of the economic recoveryengagements and shifts in consumer discretionary spending away fromspending. However, beginning in Fiscal 2025, the jewelry category toward experience-oriented categories, particularlyCompany expects same store sales between -4.5% and +0.5% with sequential improvement throughout the year, led by the expected engagement recovery acceleration in Fiscal 2025, winning new customers through the Company’s marketing scale and personalization, growing product newness, enhancing in-store and online customer experiences and the continued expansion of our Service offerings. The Company also expects the integration issues at our digital banners to persist into Fiscal 2025, but anticipates these issues to be resolved in the second half of the year,year. While overall inflation has moderated, the Company anticipates that discretionary spending in categories such as jewelry will continue to be adversely impacted by high prices on necessities such as gas and groceries, and could further impact sales of the Company’s product assortments at all price points. Consumer spending may also be impacted by customers’ ability to obtain credit, and we expect elevated discounting among independent jewelers to continue.
Despite the current headwinds, the Company expects to continue strategic investments that differentiate Signet from its competitors, in particular investments in its banner value propositions, its services business, personalization of marketing, and its digital and data analytics capabilities. The Company believes that these strategic investments have positioned Signet to drive market share gains and continue building its competitive advantages. Furthermore, the Company will maintain its diligent and effective efforts to drive cost savings and leverage its flexible operating model, scale and fleet optimization. As part of its efforts to focus on growth, the Company substantially completed the divestiture of the Company’s UK prestige watch business during the fourth quarter of Fiscal 2024. The Company believes the divestiture of this non-strategic business will enable the UK to accelerate key elements of its transformation.
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The sale of the remaining locations is expected to close in the first half of Fiscal 2025. In addition, the Company plans to right size the Ernest Jones banner in the UK, expecting to close up to 30 additional locations in Fiscal 2025, as well as further streamlining overhead in the UK support center and leveraging its digital presence to drive traffic. See Note 4 of Item 8 for additional information.
The Company continues to monitor the impacts of certain macroeconomic factors on its business, such as inflation and the Russia-Ukraine and Israel-Hamas conflicts. Signet operates quality control and technology centers in Israel, and to date, these operations have not been materially impacted by the geopolitical conflict in the Middle East. While the Company currently does not expect disruptions to its operations in Israel to have a material impact on the Company’s results of operations, the Company will continue to closely monitor this conflict and any impacts on its business, as well as its team members in Israel. Uncertainties exist that could impact the Company’s results of operations or cash flows in Fiscalthe future, such as further pricing and inflationary environment changes impacting the Company (including, but not limited to, materials, labor, fulfillment and advertising costs) or adverse shifts in consumer discretionary spending, deterioration of consumer credit, supply chain disruptions to the Company’s business, the Company’s ability to recruit and retain qualified team members, or organized retail crime and its impact to mall traffic. See “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A.
Blue Nile acquisition
On August 19, 2022, the Company acquired all of the outstanding shares of Blue Nile, Inc. (“Blue Nile”), subject to the terms of a stock purchase agreement entered into on August 5, 2022. The total cash consideration was $389.9 million, net of cash acquired, including purchase price adjustments for working capital. Blue Nile is a leading online retailer of engagement rings and fine jewelry. The addition of Blue Nile brings Signet a younger, more affluent, and diverse customer to Signet’s banner portfolio that expands Signet’s accessible luxury tier. We believe the strategic acquisition of Blue Nile accelerates Signet's efforts to enhance its connected commerce capabilities and extend its digital leadership across the jewelry category – all to further achieve meaningful operating synergies for the consumers and create value for shareholders.
Market and operating conditions
The Company faces a highly competitive and dynamic retail landscape throughout the geographies where it does business, as well as a challenging global macro-economic and political environment inas described above impacting the UK market.jewelry industry. Refer to Item 1 for further information on the Company’s business, markets and strategy.
Exchange translation impact
Monthly average exchange rates are used to prepare the Company’s consolidated statements of operations. In Fiscal 2022,2025, it is anticipated a five percent movement in the British pound to US dollar exchange rate would impact the Company’s income before income taxes by approximately $2.2$0.4 million, while a five percent movement in the Canadian dollar to US dollar exchange rate would impact the Company’s income before income taxes by approximately $1.1million.$1.6 million.
RESULTS OF OPERATIONS
Fiscal 2024 Overview
Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar, which included an extra week in the fourth quarter and fiscal year periods of Fiscal 2024 (the “14th week” and “53rd week”, respectively). The extra week added $103.2 million in sales in the fourth quarter and full year Fiscal 2024. Fiscal 2023 was a 52 week reporting period.
Same store sales
Management considers same store sales useful as it is a major benchmark used by investors to judge performance within the retail industry. Same store sales growth is calculated by comparison of sales in stores that were open in both the current and the prior fiscal year. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. Similarly, sales from acquired businesses made within the last 12 months are excluded from the comparison until their 12-month anniversary. Sales from stores that were acquired during the period and have not been included in the Company’s results for both the current and prior period presented are also excluded from same store sales. Sales after the 12-month anniversary are compared against the equivalent prior period sales within the comparable store sales comparison. Stores closed in the current financial period are included up to the date of closure and the comparative period is correspondingly adjusted. Stores that have been relocated or expanded, but remain within the same local geographic area, are included within the comparison with no adjustment to either the current or comparative period. Stores that have been refurbished are also included within the comparison except for the period when the refurbishment was taking place, when those stores are excluded from the comparison both for the current year and for the comparative period. Same store sales are also impacted by certain accounting adjustments to sales, primarily related to the deferral of revenue from the Company’s extended service plans.
eCommerce sales include all sales with customers that originate online, including direct to customer, ship to store, and BOPIS. eCommerce sales are included in the calculation of same store sales for the period and the comparative figures from the 12-month anniversary of the launch of the relevant website. Brick and mortar same store sales are calculated by removing the eCommerce sales from the same store sales calculation described above. Comparisons at the divisional level are made in local currency and consolidated
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comparisons are made at constant exchange rates and exclude the effect of exchange rate movements by recalculating the prior period results as if they had been generated at the weighted average exchange rate for the current period. Same store sales exclude the 53rd week in the fiscal year in which it occurs.
Cost of sales and gross margin
Cost of sales is mostly composed of merchandise costs (net of discounts and allowances). Cost of sales also contains:
Occupancy costs such as rent, repairs and maintenance, depreciation and real estate taxes.
Store operating expenses such as utilities, store supplies and third-party merchant credit costs.
Distribution and warehousing costs including freight, processing, inventory shrinkage and related payroll.
As the classification of cost of sales or selling, general and administrative expenses varies from retailer to retailer, Signet’s gross margin percentage may not be directly comparable to other retailers.
Factors that influence gross margin include pricing, promotional environment, changes in merchandise costs, changes in non-merchandise components of cost of sales (as described above), changes in sales mix, foreign exchange, and the economics of services such as repairs and extended service plans. The price of diamonds varies depending on their size, cut, color and clarity.
Signet primarily uses an average cost inventory methodology and, as jewelry inventory turns slowly, the impact of movements in the cost of diamonds and gold takes time to be fully reflected in the gross margin. Signet’s inventory turns faster in the fourth quarter than in the other three quarters, therefore, changes in the cost of merchandise is more impactful on the gross margin in that quarter. An increase in inventory turnover would accelerate the rate at which commodity costs impact gross margin.
Selling, general and administrative expenses (“SG&A”)
SG&A primarily includes store staff and store administrative costs as well as advertising and promotional costs. It also includes field support center expenses such as information technology, finance, eCommerce and other operating expenses (such as private label credit costs) not specifically categorized elsewhere in the consolidated statements of operations.
The primary drivers of staffing costs are the number of full-time equivalent team members and the level of compensation, payroll taxes, benefits and incentives. Management varies, on a store by store basis, the hours worked based on the expected level of selling activity, subject to minimum staffing levels required to operate the store. Non-store staffing levels are less variable. A significant element of compensation is performance-based and is primarily dependent on sales and operating profit.
The level of advertising expenditures can vary. The largest element of advertising expenditures has historically been national television advertising; however, Signet has continued to invest more on digital and social marketing in recent years as part of its transformational initiatives, in order to evolve its marketing allocations based on consumer habits, business needs, and maximize return on investment on its advertising investments.
Other operating income (expense), net
Other operating income (expense), net primarily consists of miscellaneous operating income and expense items such as litigation settlements, restructuring charges, gains or losses on sales of assets (including divestitures), foreign currency gains and losses, and gains and losses from undesignated derivative contracts. See Note 11 in Item 8 for further detail on the Company’s other operating income (expense), net.
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Comparison of Fiscal 2024 to Prior Year
Fiscal 2024Fiscal 2023
(in millions, except per share amounts)$ % of sales$ % of sales
Sales$7,171.1 100.0 %$7,842.1 100.0 %
Cost of sales(4,345.7)(60.6)(4,790.0)(61.1)
Gross margin2,825.4 39.4 3,052.1 38.9 
Selling, general and administrative expenses(2,197.7)(30.6)(2,214.6)(28.2)
Asset impairments, net(9.1)(0.1)(22.7)(0.3)
Other operating income (expense), net2.9  (209.9)(2.7)
Operating income621.5 8.7 604.9 7.7 
Interest income (expense), net18.7 0.3 (13.5)(0.2)
Other non-operating expense, net(0.4) (140.2)(1.8)
Income before income taxes639.8 8.9 451.2 5.8 
Income taxes170.6 2.4 (74.5)(1.0)
Net income810.4 11.3 376.7 4.8 
Dividends on redeemable convertible preferred shares(34.5)(0.5)(34.5)(0.4)
Net income attributable to common shareholders$775.9 10.8 %$342.2 4.4 %
Diluted earnings per share$15.01 nm$6.64 nm
nm    Not meaningful.
Fiscal year sales
Signet’s total sales decreased 8.6% to $7.17 billion compared to $7.84 billion in the prior year. Signet’s same store sales decreased 11.6%, compared to a decrease of 6.1% in the prior year. These declines were driven by the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. The total sales decrease was partially offset by the inclusion of the full year sales of Blue Nile, which was acquired in the third quarter of Fiscal 2023, and the impact of the 53rd week as noted above.
eCommerce sales year to date were $1.64 billion, up $41.0 million or 2.6% compared to $1.60 billion in the prior year. eCommerce sales accounted for 22.9% of year to date sales, up from20.4% of total sales in the prior year. Brick and mortar same store sales decreased 11.3% from the prior period. The increase in eCommerce sales as of percentage of sales is primarily due to the addition of Blue Nile to Signet’s portfolio in Fiscal 2023.
The breakdown of the year to date sales performance by reportable segment is set out in the table below:
Change from previous year
Fiscal 2024Same
store
sales
Non-same
store sales,
net (1)
Impact of
53
rd week on total sales
Total sales 
at constant exchange rate (2)
Exchange
translation
impact
Total
sales
as reported
Total sales
(in millions)
North America reportable segment(11.9)%2.6 %1.3 %(8.0)%— %(8.0)%$6,703.8 
International reportable segment(5.3)%(6.3)%1.3 %(10.3)%1.9 %(8.4)%$430.7 
Other reportable segment (3)
nmnmnmnmnmnm$36.6 
Signet(11.6)%1.7 %1.3 %(8.6)% %(8.6)%$7,171.1 
(1)    Includes sales from acquired businesses which were not included in the results for the full comparable periods presented. Blue Nile is included in same store sales beginning in the third quarter of Fiscal 2024.
(2)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.
(3)    Includes sales from Signet’s diamond sourcing operation.
nm    Not meaningful.
ATV is an operating metric defined as net merchandise sales divided by the total number of customer transactions. The ATV is measured each period based on the reported sales for the corresponding period presented. Beginning in the second quarter of Fiscal 2024, the Company changed its presentation of ATV to be calculated based on total reported net merchandise sales, compared to a same store sales base used in prior periods, as this metric is more representative of the comparison of reported sales period over period. The prior period amounts presented below, and throughout this discussion and analysis, have been restated to be presented comparatively.
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Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fiscal 2024Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023
North America reportable segment$551 $538 2.4 %18.8 %(11.5)%(15.4)%
International reportable segment (3)
£171 £172 (0.6)%10.3 %(10.6)%(3.9)%
(1)    Net merchandise sales within the North America reportable 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 reported sales.
(2)    Net merchandise sales within the International reportable 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, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.
(3)    International reportable segment amounts are denominated in British pounds.
North America sales
The North America reportable segment’s total sales were $6.70 billion compared to $7.29 billion in the prior year, down 8.0%. This decrease was primarily driven by the decline in the core banners due to the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. This decrease was partially offset by the addition of Blue Nile to Signet’s North America portfolio and the impact of the 53rd week as noted above. Same store sales decreased 11.9% compared to a decrease of 7.0% in the prior year. North America’s ATV increased 2.4%, driven by Blue Nile, while the number of transactions decreased 11.5%.
International sales
The International reportable segment’s total sales decreased 8.4% to $430.7 million compared to $470.1 million in the prior year, primarily due to the underperformance of the Ernest Jones banner and the overall impact of heightened inflationary pressure on consumers’ discretionary spending. Total sales at constant exchange rates decreased 10.3%. The number of transactions decreased 10.6%, while ATV decreased 0.6% over prior year.
Fourth quarter sales
Signet’s total sales decreased 6.3% year over year to $2.5 billion in the fourth quarter, while total sales at constant exchange rates decreased 6.6%. Same store sales decreased 9.6%, compared to a decrease of 9.1% in the prior year quarter. These declines were driven by the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. As mentioned above, this overall decrease was partially offset by the impact of the 14th week in the fourth quarter of Fiscal 2024.
eCommerce sales in the fourth quarter of Fiscal 2024 were $593.4 million, down $56.6 million or 8.7% compared to $650.0 million in the prior year fourth quarter, resulting primarily from the decline in the bridal category, driven by operational issues at the digital banners that resulted in lower conversion rates. eCommerce sales accounted for 23.8% of fourth quarter sales, down from 24.4% of total sales in the prior year fourth quarter. Brick and mortar same store sales decreased 9.0% from the prior year fourth quarter.
The breakdown of the fourth quarter sales performance by reportable segment is set out in the table below:
Change from previous year
Fourth Quarter of Fiscal 2024
Same
store
sales
Non-same
store sales,
net
Impact of
14th week on total sales
Total sales at
constant
exchange rate (1)
Exchange
translation
impact
Total sales
as reported
Total sales
(in millions)
North America reportable segment(10.0)%— %3.9 %(6.1)%— %(6.1)%$2,350.4 
International reportable segment(1.0)%(14.3)%3.9 %(11.4)%3.9 %(7.5)%$141.7 
Other reportable segment (2)
nmnmnmnmnmnm$5.5 
Signet(9.6)%(0.9)%3.9 %(6.6)%0.3 %(6.3)%$2,497.6 
(1)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.
(2)    Includes sales from Signet’s diamond sourcing operation.
nm    Not meaningful.
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Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fourth QuarterFiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023
North America reportable segment$497 $500 (0.6)%8.0 %(6.7)%(10.0)%
International reportable segment (3)
£146 £163 (10.4)%14.8 %(2.4)%(20.3)%
(1)     Net merchandise sales within the North America reportable 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 reported sales.
(2)    Net merchandise sales within the International reportable segment include all merchandise product sales, including VAT, net of discounts and returns. In addition, excluded from net merchandise sales are repairs, warranty, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.
(3)    International reportable segment amounts are denominated in British pounds.
North America sales
The North America reportable segment’s total sales were $2.4 billion compared to $2.5 billion in the prior year quarter, or a decrease of 6.1%. This decreasewas primarily driven by the decline in same store sales due to the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. Same store sales decreased 10.0% compared to a decrease of 9.3% in the prior year quarter, which is reflective of the factors discussed above and resulted from the number of transactions decreasing by 6.7% year over year. These declines were offset by the 14th week of sales in the fourth quarter noted above.
International sales
The International reportable segment’s total sales decreased 7.5% to $141.7 million compared to $153.2 million in the prior year quarter, due to the impact of heightened inflationary pressure on consumers’ discretionary spending and underperformance of the Ernest Jones banner, including the impact of the prestige watch divestiture in November 2023. This decrease was partially offset by a strengthening of the British Pound experienced during the quarter, offsetting 3.9% of this decline. Total sales at constant exchange rates decreased 11.4%. The number of transactions decreased 2.4%, while ATV decreased 10.4% year over year.
Gross margin
In Fiscal 2024, gross margin was $2.8 billion or 39.4% of sales compared to $3.1 billion or 38.9% of sales in Fiscal 2023. The slight increase in gross margin rate for Fiscal 2024 compared to Fiscal 2023 reflects higher merchandise margins, which is led by a higher mix of services and by the continued expansion from the Company’s merchandise strategy of branding and newness, as well as the favorable impacts of cost savings. This impact was partially offset by the deleveraging of fixed costs on the lower volume as described above, primarily in store occupancy costs.
In the fourth quarter of Fiscal 2024, gross margin was $1.08 billion or 43.3% of sales compared to $1.11 billion or 41.7% of sales in the prior year fourth quarter. The increase in gross margin rate for the fourth quarter of Fiscal 2024 compared to the fourth quarter of Fiscal 2023 reflects the continued growth of services and the strength of Company’s merchandise strategy of branding and newness driving overall higher merchandise margins.
Selling, general and administrative expenses
SG&A for Fiscal 2024 was $2.20 billion or 30.6% of sales compared to $2.21 billion or 28.2% of sales in Fiscal 2023. In the fourth quarter of Fiscal 2024 SG&A was $671.9 million or 26.9% of sales compared to $702.5 million or 26.3% of sales in the prior year fourth quarter. The increase in SG&A as a percentage of sales for both the Fiscal 2024 and fourth quarter comparative periods was primarily due to the deleveraging of fixed costs as a result of lower sales in the core banners, which were partially offset by overall cost savings initiatives.
Asset impairments, net
During Fiscal 2024, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $9.1 million. During the fourth quarter of Fiscal 2024, the Company recorded non-cash, pre-tax asset impairments of $3.4 million, primarily related to intangible assets.
During Fiscal 2023, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets of $22.7 million. During the fourth quarter of Fiscal 2023, the Company recorded non-cash, pre-tax asset impairments of $20.7 million, all of which related to long-lived assets and was driven by a partial impairment of the Company’s support center.
See Note 16 of Item 8 for additional information on the asset impairments.
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Other operating income (expense), net
In Fiscal 2024, other operating income was $2.9 million compared to an expense of $209.9 million in Fiscal 2023. Fiscal 2024 was primarily driven by the net gain on divestitures of $12.3 million partially offset by restructuring charges of $7.5 million and foreign exchange losses. Fiscal 2023 was primarily driven by the litigation charges of $203.8 million.
In the fourth quarter of Fiscal 2024, other operating income was $10.3 million compared to an expense of $18.4 million in the fourth quarter of Fiscal 2023. The fourth quarter of Fiscal 2024 was primarily driven by the net gain on divestitures of $13.6 million partially offset by restructuring charges of $1.9 million. The fourth quarter of Fiscal 2023 was primarily driven by charges related to a litigation matter of $15.9 million.
See Notes 11 and 28 of Item 8 for additional information.
Operating income
In the year to date period of Fiscal 2024, operating income was $621.5 million or 8.7% of sales compared to $604.9 million or 7.7% of sales in Fiscal 2023. The increase in the current year was primarily due to the lapping of charges related to litigation and asset impairment charges in Fiscal 2023 of approximately $220 million, which were substantially offset by the impact of the sales volume decline in the current year.
In the fourth quarter, operating income was $416.3 million or 16.7% of sales compared to $369.5 million or 13.9% of sales in prior year fourth quarter. The increase in operating income was primarily the result of the support center asset impairment and litigation charges incurred in the fourth quarter of Fiscal 2023 of approximately $30 million, as well as the net gain on divestitures of $13.6 million in the current year fourth quarter noted above.
Signet’s operating income (loss) by reportable segment for the year to date period is as follows:
Fiscal 2024Fiscal 2023
(in millions)$ % of sales$ % of sales
North America reportable segment (1)
$677.0 10.1 %$673.2 9.2 %
International reportable segment (2)
13.1 3.0 %(0.2)— %
Other reportable segment(8.2)nm2.4 nm
Corporate and unallocated expenses(60.4)nm(70.5)nm
Operating income$621.5 8.7 %$604.9 7.7 %
(1)        Fiscal 2024 includes: 1) $22.0 million of acquisition and integration-related expenses, primarily severance and retention, exit and disposal costs and system decommissioning costs incurred for the integration of Blue Nile; 2) $6.3 million of restructuring charges; 3) $9.0 million of net asset impairment charges primarily related to restructuring and integration; and 4) a $3.0 million credit to income related to the adjustment of a prior litigation accrual.
Fiscal 2023 includes: 1) $13.4 million of cost of sales associated with the fair value step-up of inventory acquired in the Diamonds Direct and Blue Nile acquisitions; 2) $14.7 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $203.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $20.0 million.
See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.
(2)    Fiscal 2024 includes a $12.3 million gain from the divestiture of the UK prestige watch business, net of transaction costs and $1.2 million of restructuring charges.
Fiscal 2023 includes net asset impairment charges of $2.7 million.
See Note 4, Note 16, and Note 26 of Item 8 for additional information.
nm    Not meaningful.
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Signet’s operating income (loss) by reportable segment for the fourth quarter is as follows:
Fourth Quarter Fiscal 2024Fourth Quarter Fiscal 2023
(in millions)$ % of sales$ % of sales
North America reportable segment (1)
$396.0 16.8 %$372.9 14.9 %
International reportable segment (2)
36.0 25.4 %14.7 9.6 %
Other reportable segment(3.4)nm(2.1)nm
Corporate and unallocated expenses(12.3)nm(16.0)nm
Operating income$416.3 16.7 %$369.5 13.9 %
(1)    Fiscal 2024 includes: 1) $1.9 million of acquisition and integration-related expenses, primarily severance and retention, as well as exit and disposal costs costs incurred for the integration of Blue Nile; 2) $1.9 million of restructuring charges; and 3) $3.4 million of net asset impairment charges primarily related to restructuring and integration.
Fiscal 2023 includes: 1) $1.8 million credit to cost of sales associated with the fair value adjustment of inventory acquired in theBlue Nile acquisition; 2) $7.4 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $13.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $18.1 million.
See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.
(2)    Fiscal 2024 includes a $13.6 million gain from the divestiture of the UK prestige watch business and a $0.2 million credit to restructuring charges.
Fiscal 2023 includes net asset impairment charges of $2.6 million.
See Note 4, Note 16 and Note 26 of Item 8for additional information.
nm    Not meaningful.
Interest income (expense), net
In Fiscal 2024, net interest income was $18.7 million compared to net interest expense of $13.5 million in Fiscal 2023. In the fourth quarter, net interest income was $8.7 million compared to net interest expense $2.1 million in the prior year fourth quarter. The interest income recognized in both the full year and fourth quarter of Fiscal 2024 is the result of interest earned on excess cash balances and higher interest rates on these accounts compared to the prior year comparable periods.
Other non-operating expense, net
In Fiscal 2024, other non-operating expense was $0.4 million compared to other non-operating expense of $140.2 million in Fiscal 2023. In the fourth quarter of Fiscal 2024, other non-operating income was $2.0 million compared to other non-operating income of $0.6 million in the prior year fourth quarter. The other non-operating expenses in Fiscal 2023 primarily consisted of non-cash, pre-tax settlement charges of $133.7 million related to the partial buy-out of the Signet Group Pension Scheme. See Note 27 of Item 8 for additional information on the Company’s retirement plans.
Income taxes
Income tax benefit for Fiscal 2024 was $170.6 million, with an effective tax rate (“ETR”) of (26.7)%, compared to an income tax expense of $74.5 million, with an effective tax rate of 16.5% in Fiscal 2023. The ETR and tax benefit for Fiscal 2024 reflects the impact of a $263.3 million deferred tax asset recorded in the fourth quarter related to the enactment of the Corporate Income Tax Act of 2023 (“Act”) in Bermuda. The Act included an economic transition adjustment intended to be a fair and equitable transition into the new tax regime, and resulted in a deferred tax benefit for the Company. Other factors impacting the effective rate in Fiscal 2024 were the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter, the foreign rate differences and benefits from global reinsurance and financing arrangements, and other discrete tax benefits recognized. The Fiscal 2024 discrete tax benefits relate to the reclassification of remaining taxes on the pension settlement out of AOCI of $4.1 million, the excess tax benefit for share-based compensation which vested during the year of $7.7 million and the $1.7 million reversal of valuation allowance related to capital losses in the UK. The ETR for Fiscal 2023 was lower than the US federal income tax rate primarily due to the favorable impacts from the Company’s global reinsurance and financing arrangements, partially offset by the unfavorable impact of an uncertain tax position related to a prior year of $20.5 million recorded in Fiscal 2023. Refer to Note 10 of Item 8 for additional information.

In the fourth quarter of Fiscal 2024, income tax benefit was $199.2 million, with an ETR of (46.7)%, compared to expense of $89.5 million, with an ETR of 24.4% in the fourth quarter of Fiscal 2023. The ETR and tax benefit for the fourth quarter of Fiscal 2024 were primarily driven by the $263.3 million deferred tax benefit resulting from the Bermuda economic transition adjustment discussed above and the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter. The ETR for the fourth quarter of Fiscal 2023 was higher than the US federal income tax rate, primarily due to the unfavorable impact of an uncertain tax position related to a prior year of $20.5 million recorded in the fourth quarter of Fiscal 2023, partially offset by favorable impacts from the Company’s global reinsurance and financing arrangements.
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NON-GAAP MEASURESRESULTS OF OPERATIONS
Fiscal 2024 Overview
Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar, which included an extra week in the fourth quarter and fiscal year periods of Fiscal 2024 (the “14th week” and “53rd week”, respectively). The discussionextra week added $103.2 million in sales in the fourth quarter and analysisfull year Fiscal 2024. Fiscal 2023 was a 52 week reporting period.
Same store sales
Management considers same store sales useful as it is a major benchmark used by investors to judge performance within the retail industry. Same store sales growth is calculated by comparison of Signet’s results of operations, financial condition and liquidity containedsales in this Annual Report on Form 10-K are based uponstores that were open in both the consolidated financial statements of Signet which are prepared in accordance with GAAP and should be read in conjunction with Signet’s consolidated financial statementscurrent and the related notesprior fiscal year. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. Similarly, sales from acquired businesses made within the last 12 months are excluded from the comparison until their 12-month anniversary. Sales from stores that were acquired during the period and have not been included in Item 8. A numberthe Company’s results for both the current and prior period presented are also excluded from same store sales. Sales after the 12-month anniversary are compared against the equivalent prior period sales within the comparable store sales comparison. Stores closed in the current financial period are included up to the date of non-GAAP measuresclosure and the comparative period is correspondingly adjusted. Stores that have been relocated or expanded, but remain within the same local geographic area, are usedincluded within the comparison with no adjustment to either the current or comparative period. Stores that have been refurbished are also included within the comparison except for the period when the refurbishment was taking place, when those stores are excluded from the comparison both for the current year and for the comparative period. Same store sales are also impacted by managementcertain accounting adjustments to analyzesales, primarily related to the deferral of revenue from the Company’s extended service plans.
eCommerce sales include all sales with customers that originate online, including direct to customer, ship to store, and manageBOPIS. eCommerce sales are included in the performancecalculation of same store sales for the period and the comparative figures from the 12-month anniversary of the business, and the required disclosures for these non-GAAP measures are shown below.
Signet provides such non-GAAP information in reporting its financial results to give investors additional data to evaluate its operations. 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.
1. Net cash (debt)
Net cash (debt) 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 indebtednesslaunch of the Company after consideration of liquidity availablerelevant website. Brick and mortar same store sales are calculated by removing the eCommerce sales from cashthe same store sales calculation described above. Comparisons at the divisional level are made in local currency and cash equivalents held by the Company.
(in millions)January 30, 2021February 1, 2020February 2, 2019
Cash and cash equivalents$1,172.5 $374.5 $195.4 
Less: Loans and overdrafts (95.6)(78.8)
Less: Long-term debt(146.7)(515.9)(649.6)
Net cash (debt)$1,025.8 $(237.0)$(533.0)
consolidated
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2. Free Cash Flowcomparisons are made at constant exchange rates and exclude the effect of exchange rate movements by recalculating the prior period results as if they had been generated at the weighted average exchange rate for the current period. Same store sales exclude the 53rd week in the fiscal year in which it occurs.
Free cash flowCost of sales and gross margin
Cost of sales is mostly composed of merchandise costs (net of discounts and allowances). Cost of sales also contains:
Occupancy costs such as rent, repairs and maintenance, depreciation and real estate taxes.
Store operating expenses such as utilities, store supplies and third-party merchant credit costs.
Distribution and warehousing costs including freight, processing, inventory shrinkage and related payroll.
As the classification of cost of sales or selling, general and administrative expenses varies from retailer to retailer, Signet’s gross margin percentage may not be directly comparable to other retailers.
Factors that influence gross margin include pricing, promotional environment, changes in merchandise costs, changes in non-merchandise components of cost of sales (as described above), changes in sales mix, foreign exchange, and the economics of services such as repairs and extended service plans. The price of diamonds varies depending on their size, cut, color and clarity.
Signet primarily uses an average cost inventory methodology and, as jewelry inventory turns slowly, the impact of movements in the cost of diamonds and gold takes time to be fully reflected in the gross margin. Signet’s inventory turns faster in the fourth quarter than in the other three quarters, therefore, changes in the cost of merchandise is more impactful on the gross margin in that quarter. An increase in inventory turnover would accelerate the rate at which commodity costs impact gross margin.
Selling, general and administrative expenses (“SG&A”)
SG&A primarily includes store staff and store administrative costs as well as advertising and promotional costs. It also includes field support center expenses such as information technology, finance, eCommerce and other operating expenses (such as private label credit costs) not specifically categorized elsewhere in the consolidated statements of operations.
The primary drivers of staffing costs are the number of full-time equivalent team members and the level of compensation, payroll taxes, benefits and incentives. Management varies, on a store by store basis, the hours worked based on the expected level of selling activity, subject to minimum staffing levels required to operate the store. Non-store staffing levels are less variable. A significant element of compensation is performance-based and is primarily dependent on sales and operating profit.
The level of advertising expenditures can vary. The largest element of advertising expenditures has historically been national television advertising; however, Signet has continued to invest more on digital and social marketing in recent years as part of its transformational initiatives, in order to evolve its marketing allocations based on consumer habits, business needs, and maximize return on investment on its advertising investments.
Other operating income (expense), net
Other operating income (expense), net primarily consists of miscellaneous operating income and expense items such as litigation settlements, restructuring charges, gains or losses on sales of assets (including divestitures), foreign currency gains and losses, and gains and losses from undesignated derivative contracts. See Note 11 in Item 8 for further detail on the Company’s other operating income (expense), net.
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Comparison of Fiscal 2024 to Prior Year
Fiscal 2024Fiscal 2023
(in millions, except per share amounts)$ % of sales$ % of sales
Sales$7,171.1 100.0 %$7,842.1 100.0 %
Cost of sales(4,345.7)(60.6)(4,790.0)(61.1)
Gross margin2,825.4 39.4 3,052.1 38.9 
Selling, general and administrative expenses(2,197.7)(30.6)(2,214.6)(28.2)
Asset impairments, net(9.1)(0.1)(22.7)(0.3)
Other operating income (expense), net2.9  (209.9)(2.7)
Operating income621.5 8.7 604.9 7.7 
Interest income (expense), net18.7 0.3 (13.5)(0.2)
Other non-operating expense, net(0.4) (140.2)(1.8)
Income before income taxes639.8 8.9 451.2 5.8 
Income taxes170.6 2.4 (74.5)(1.0)
Net income810.4 11.3 376.7 4.8 
Dividends on redeemable convertible preferred shares(34.5)(0.5)(34.5)(0.4)
Net income attributable to common shareholders$775.9 10.8 %$342.2 4.4 %
Diluted earnings per share$15.01 nm$6.64 nm
nm    Not meaningful.
Fiscal year sales
Signet’s total sales decreased 8.6% to $7.17 billion compared to $7.84 billion in the prior year. Signet’s same store sales decreased 11.6%, compared to a decrease of 6.1% in the prior year. These declines were driven by the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. The total sales decrease was partially offset by the inclusion of the full year sales of Blue Nile, which was acquired in the third quarter of Fiscal 2023, and the impact of the 53rd week as noted above.
eCommerce sales year to date were $1.64 billion, up $41.0 million or 2.6% compared to $1.60 billion in the prior year. eCommerce sales accounted for 22.9% of year to date sales, up from20.4% of total sales in the prior year. Brick and mortar same store sales decreased 11.3% from the prior period. The increase in eCommerce sales as of percentage of sales is primarily due to the addition of Blue Nile to Signet’s portfolio in Fiscal 2023.
The breakdown of the year to date sales performance by reportable segment is set out in the table below:
Change from previous year
Fiscal 2024Same
store
sales
Non-same
store sales,
net (1)
Impact of
53
rd week on total sales
Total sales 
at constant exchange rate (2)
Exchange
translation
impact
Total
sales
as reported
Total sales
(in millions)
North America reportable segment(11.9)%2.6 %1.3 %(8.0)%— %(8.0)%$6,703.8 
International reportable segment(5.3)%(6.3)%1.3 %(10.3)%1.9 %(8.4)%$430.7 
Other reportable segment (3)
nmnmnmnmnmnm$36.6 
Signet(11.6)%1.7 %1.3 %(8.6)% %(8.6)%$7,171.1 
(1)    Includes sales from acquired businesses which were not included in the results for the full comparable periods presented. Blue Nile is included in same store sales beginning in the third quarter of Fiscal 2024.
(2)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.
(3)    Includes sales from Signet’s diamond sourcing operation.
nm    Not meaningful.
ATV is an operating metric defined as net merchandise sales divided by the net cash provided by operating activities less purchasestotal number of property, plant and equipment. Management considers thiscustomer transactions. The ATV is measured each period based on the reported sales for the corresponding period presented. Beginning in the second quarter of Fiscal 2024, the Company changed its presentation of ATV to be helpfulcalculated based on total reported net merchandise sales, compared to a same store sales base used in understanding how the businessprior periods, as this metric is generating cash from its operating and investing activities that can be used to meet the financing needsmore representative of the business. Free cash flowcomparison of reported sales period over period. The prior period amounts presented below, and throughout this discussion and analysis, have been restated to be presented comparatively.
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Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fiscal 2024Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023
North America reportable segment$551 $538 2.4 %18.8 %(11.5)%(15.4)%
International reportable segment (3)
£171 £172 (0.6)%10.3 %(10.6)%(3.9)%
(1)    Net merchandise sales within the North America reportable 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 reported sales.
(2)    Net merchandise sales within the International reportable 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, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.
(3)    International reportable segment amounts are denominated in British pounds.
North America sales
The North America reportable segment’s total sales were $6.70 billion compared to $7.29 billion in the prior year, down 8.0%. This decrease was primarily driven by the decline in the core banners due to the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. This decrease was partially offset by the addition of Blue Nile to Signet’s North America portfolio and the impact of the 53rd week as noted above. Same store sales decreased 11.9% compared to a decrease of 7.0% in the prior year. North America’s ATV increased 2.4%, driven by Blue Nile, while the number of transactions decreased 11.5%.
International sales
The International reportable segment’s total sales decreased 8.4% to $430.7 million compared to $470.1 million in the prior year, primarily due to the underperformance of the Ernest Jones banner and the overall impact of heightened inflationary pressure on consumers’ discretionary spending. Total sales at constant exchange rates decreased 10.3%. The number of transactions decreased 10.6%, while ATV decreased 0.6% over prior year.
Fourth quarter sales
Signet’s total sales decreased 6.3% year over year to $2.5 billion in the fourth quarter, while total sales at constant exchange rates decreased 6.6%. Same store sales decreased 9.6%, compared to a decrease of 9.1% in the prior year quarter. These declines were driven by the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. As mentioned above, this overall decrease was partially offset by the impact of the 14th week in the fourth quarter of Fiscal 2024.
eCommerce sales in the fourth quarter of Fiscal 2024 were $593.4 million, down $56.6 million or 8.7% compared to $650.0 million in the prior year fourth quarter, resulting primarily from the decline in the bridal category, driven by operational issues at the digital banners that resulted in lower conversion rates. eCommerce sales accounted for 23.8% of fourth quarter sales, down from 24.4% of total sales in the prior year fourth quarter. Brick and mortar same store sales decreased 9.0% from the prior year fourth quarter.
The breakdown of the fourth quarter sales performance by reportable segment is an indicator usedset out in the table below:
Change from previous year
Fourth Quarter of Fiscal 2024
Same
store
sales
Non-same
store sales,
net
Impact of
14th week on total sales
Total sales at
constant
exchange rate (1)
Exchange
translation
impact
Total sales
as reported
Total sales
(in millions)
North America reportable segment(10.0)%— %3.9 %(6.1)%— %(6.1)%$2,350.4 
International reportable segment(1.0)%(14.3)%3.9 %(11.4)%3.9 %(7.5)%$141.7 
Other reportable segment (2)
nmnmnmnmnmnm$5.5 
Signet(9.6)%(0.9)%3.9 %(6.6)%0.3 %(6.3)%$2,497.6 
(1)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by management frequentlyapplying current year average exchange rates to prior year sales in evaluating its overall liquiditylocal currency.
(2)    Includes sales from Signet’s diamond sourcing operation.
nm    Not meaningful.
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Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fourth QuarterFiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023
North America reportable segment$497 $500 (0.6)%8.0 %(6.7)%(10.0)%
International reportable segment (3)
£146 £163 (10.4)%14.8 %(2.4)%(20.3)%
(1)     Net merchandise sales within the North America reportable segment include all merchandise product sales, net of discounts and determining appropriate capital allocation strategies. Free cash flow doesreturns. 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 representagree to change in reported sales.
(2)    Net merchandise sales within the residual cash flow available forInternational reportable segment include all merchandise product sales, including VAT, net of discounts and returns. In addition, excluded from net merchandise sales are repairs, warranty, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.
(3)    International reportable segment amounts are denominated in British pounds.
North America sales
The North America reportable segment’s total sales were $2.4 billion compared to $2.5 billion in the prior year quarter, or a decrease of 6.1%. This decreasewas primarily driven by the decline in same store sales due to the impact of heightened inflationary pressure on consumers’ discretionary purposes. spending and the decline in the bridal category, driven by lower engagements. Same store sales decreased 10.0% compared to a decrease of 9.3% in the prior year quarter, which is reflective of the factors discussed above and resulted from the number of transactions decreasing by 6.7% year over year. These declines were offset by the 14th week of sales in the fourth quarter noted above.
International sales
The International reportable segment’s total sales decreased 7.5% to $141.7 million compared to $153.2 million in the prior year quarter, due to the impact of heightened inflationary pressure on consumers’ discretionary spending and underperformance of the Ernest Jones banner, including the impact of the prestige watch divestiture in November 2023. This decrease was partially offset by a strengthening of the British Pound experienced during the quarter, offsetting 3.9% of this decline. Total sales at constant exchange rates decreased 11.4%. The number of transactions decreased 2.4%, while ATV decreased 10.4% year over year.
Gross margin
In Fiscal 2019,2024, gross margin was $2.8 billion or 39.4% of sales compared to $3.1 billion or 38.9% of sales in Fiscal 2023. The slight increase in gross margin rate for Fiscal 2024 compared to Fiscal 2023 reflects higher merchandise margins, which is led by a higher mix of services and by the continued expansion from the Company’s merchandise strategy of branding and newness, as well as the favorable impacts of cost savings. This impact was partially offset by the deleveraging of fixed costs on the lower volume as described above, primarily in store occupancy costs.
In the fourth quarter of Fiscal 2024, gross margin was $1.08 billion or 43.3% of sales compared to $1.11 billion or 41.7% of sales in the prior year fourth quarter. The increase in gross margin rate for the fourth quarter of Fiscal 2024 compared to the fourth quarter of Fiscal 2023 reflects the continued growth of services and the strength of Company’s merchandise strategy of branding and newness driving overall higher merchandise margins.
Selling, general and administrative expenses
SG&A for Fiscal 2024 was $2.20 billion or 30.6% of sales compared to $2.21 billion or 28.2% of sales in Fiscal 2023. In the fourth quarter of Fiscal 2024 SG&A was $671.9 million or 26.9% of sales compared to $702.5 million or 26.3% of sales in the prior year fourth quarter. The increase in SG&A as a percentage of sales for both the Fiscal 2024 and fourth quarter comparative periods was primarily due to the deleveraging of fixed costs as a result of lower sales in the core banners, which were partially offset by overall cost savings initiatives.
Asset impairments, net cash provided
During Fiscal 2024, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $9.1 million. During the fourth quarter of Fiscal 2024, the Company recorded non-cash, pre-tax asset impairments of $3.4 million, primarily related to intangible assets.
During Fiscal 2023, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets of $22.7 million. During the fourth quarter of Fiscal 2023, the Company recorded non-cash, pre-tax asset impairments of $20.7 million, all of which related to long-lived assets and was driven by operating activities included $445.5 million in proceeds received in connection with the salea partial impairment of the Company’s non-prime credit card receivable portfolio. support center.
See Note 416 of Item 8 for additional information regardingon the sale of the in-house credit card receivable portfolio.
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Net cash provided by operating activities$1,372.3 $555.7 $697.7 
Purchase of property, plant and equipment(83.0)(136.3)(133.5)
Free cash flow$1,289.3 $419.4 $564.2 
3. Non-GAAP operating income (loss)
Non-GAAP operating income (loss) is a non-GAAP measure defined as operating income (loss) excluding the impact of significant and unusual items which management believes are not necessarily reflective of operational performance during a period. Management finds the information useful when analyzing financial results in order to appropriately evaluate the performance of the business without the impact of significant and unusual items. In particular, management believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses.
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Operating income (loss)$(57.7)$158.3 $(764.6)
Charges related to transformation plan47.6 79.1 125.9 
Asset impairments159.0 47.7 735.4 
Charges related to shareholder settlements7.5 33.2 — 
Charge related to regulatory resolution — 11.0 
Loss related to sale of non-prime receivables — 167.4 
Non-GAAP operating income (loss)$156.4 $318.3 $275.1 
4. Leverage ratio (as revised)
The leverage ratio is a non-GAAP measure calculated by dividing Signet’s adjusted debt by adjusted EBITDAR. Adjusted debt is a non-GAAP measure defined as debt recorded in the consolidated balance sheet, plus Series A redeemable convertible preferred shares, plus an adjustment for operating leases (5x annual rent expense). Adjusted EBITDAR is a non-GAAP measure, defined as earnings before interest and income taxes, depreciation and amortization, share-based compensation expense, and certain non-GAAP accounting adjustments (“Adjusted EBITDA”) and further excludes minimum fixed rent expense for properties occupied under operating leases. 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 certain accounting adjustments. Management believes these financial measures are helpful to enhancing investors’ ability to analyze trends in Signet’s business and evaluate Signet’s performance.
In Fiscal 2021, the Company revised its calculation of EBITDAR to exclude share-based compensation expense and include all non-GAAP accounting adjustments. The Company previously added back only non-cash, non-GAAP accounting adjustments. Management noted there is diversity in practice related to the calculation of inputs within the leverage ratio, primarily among the major credit ratings agencies. Management believes these changes made in Fiscal 2021, as well as its overall methodology described above, provide the most appropriate financial measures for users of the consolidated financial statements to evaluate Signet’s business and performance based on its current operations. All periods below have been presented consistently with the revised calculation defined above.asset impairments.
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(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Adjusted debt:
Long-term debt$146.7 $515.9 $649.6 
Loans and overdrafts 95.6 78.8 
Series A redeemable convertible preferred shares642.3 617.0 615.3 
Adjustments:
5x Rent expense2,263.0 2,398.5 2,551.5 
Adjusted debt$3,052.0 $3,627.0 $3,895.2 
Adjusted EBITDAR:
Net income (loss)$(15.2)$105.5 $(657.4)
Income taxes(74.5)24.2 (145.2)
Interest expense, net32.0 35.6 39.7 
Depreciation and amortization on property, plant and equipment (1)
175.1 177.1 179.6 
Amortization of definite-lived intangibles (1)
0.9 0.9 4.0 
Amortization of unfavorable contracts(5.4)(5.5)(7.9)
Share-based compensation14.5 16.9 16.5 
Other accounting adjustments (2)
214.5 153.8 1,039.7 
Adjusted EBITDA$341.9 $508.5 $469.0 
Rent expense452.6 479.7 510.3 
Adjusted EBITDAR$794.5 $988.2 $979.3 
Adjusted Leverage ratio (3)
3.8x3.7x4.0x
Other operating income (expense), net
In Fiscal 2024, other operating income was $2.9 million compared to an expense of $209.9 million in Fiscal 2023. Fiscal 2024 was primarily driven by the net gain on divestitures of $12.3 million partially offset by restructuring charges of $7.5 million and foreign exchange losses. Fiscal 2023 was primarily driven by the litigation charges of $203.8 million.
In the fourth quarter of Fiscal 2024, other operating income was $10.3 million compared to an expense of $18.4 million in the fourth quarter of Fiscal 2023. The fourth quarter of Fiscal 2024 was primarily driven by the net gain on divestitures of $13.6 million partially offset by restructuring charges of $1.9 million. The fourth quarter of Fiscal 2023 was primarily driven by charges related to a litigation matter of $15.9 million.
See Notes 11 and 28 of Item 8 for additional information.
Operating income
In the year to date period of Fiscal 2024, operating income was $621.5 million or 8.7% of sales compared to $604.9 million or 7.7% of sales in Fiscal 2023. The increase in the current year was primarily due to the lapping of charges related to litigation and asset impairment charges in Fiscal 2023 of approximately $220 million, which were substantially offset by the impact of the sales volume decline in the current year.
In the fourth quarter, operating income was $416.3 million or 16.7% of sales compared to $369.5 million or 13.9% of sales in prior year fourth quarter. The increase in operating income was primarily the result of the support center asset impairment and litigation charges incurred in the fourth quarter of Fiscal 2023 of approximately $30 million, as well as the net gain on divestitures of $13.6 million in the current year fourth quarter noted above.
Signet’s operating income (loss) by reportable segment for the year to date period is as follows:
Fiscal 2024Fiscal 2023
(in millions)$ % of sales$ % of sales
North America reportable segment (1)
$677.0 10.1 %$673.2 9.2 %
International reportable segment (2)
13.1 3.0 %(0.2)— %
Other reportable segment(8.2)nm2.4 nm
Corporate and unallocated expenses(60.4)nm(70.5)nm
Operating income$621.5 8.7 %$604.9 7.7 %
(1)        Total amountFiscal 2024 includes: 1) $22.0 million of depreciationacquisition and amortization reflected onintegration-related expenses, primarily severance and retention, exit and disposal costs and system decommissioning costs incurred for the consolidated statementintegration of cash flows for Fiscal 2021, Fiscal 2020Blue Nile; 2) $6.3 million of restructuring charges; 3) $9.0 million of net asset impairment charges primarily related to restructuring and Fiscal 2019 equals $176.0integration; and 4) a $3.0 million $178 million and $183.6 million, respectively, which includes $0.9 million, $0.9 million and $4.0 million, respectively,credit to income related to the amortizationadjustment of definite-lived intangibles,a prior litigation accrual.
Fiscal 2023 includes: 1) $13.4 million of cost of sales associated with the fair value step-up of inventory acquired in the Diamonds Direct and Blue Nile acquisitions; 2) $14.7 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily favorable leasesrelated to professional fees and trade names.severance costs; 3) $203.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $20.0 million.
See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.
(2)    Fiscal 2024 includes a $12.3 million gain from the divestiture of the UK prestige watch business, net of transaction costs and $1.2 million of restructuring charges.
Fiscal 2023 includes net asset impairment charges of $2.7 million.
See Note 4, Note 16, and Note 26 of Item 8 for additional information.
nm    Not meaningful.
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Signet’s operating income (loss) by reportable segment for the fourth quarter is as follows:
Fourth Quarter Fiscal 2024Fourth Quarter Fiscal 2023
(in millions)$ % of sales$ % of sales
North America reportable segment (1)
$396.0 16.8 %$372.9 14.9 %
International reportable segment (2)
36.0 25.4 %14.7 9.6 %
Other reportable segment(3.4)nm(2.1)nm
Corporate and unallocated expenses(12.3)nm(16.0)nm
Operating income$416.3 16.7 %$369.5 13.9 %
(1)    Fiscal 2024 includes: 1) $1.9 million of acquisition and integration-related expenses, primarily severance and retention, as well as exit and disposal costs costs incurred for the integration of Blue Nile; 2) $1.9 million of restructuring charges; and 3) $3.4 million of net asset impairment charges primarily related to restructuring and integration.
Fiscal 2023 includes: 1) $1.8 million credit to cost of sales associated with the fair value adjustment of inventory acquired in theBlue Nile acquisition; 2) $7.4 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $13.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $18.1 million.
See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.
(2)    Fiscal 2021 includes: 1) $159.02024 includes a $13.6 million gain from the divestiture of the UK prestige watch business and a $0.2 million credit to restructuring charges.
Fiscal 2023 includes net asset impairment charges of $2.6 million.
See Note 4, Note 16 and Note 26 of Item 8for additional information.
nm    Not meaningful.
Interest income (expense), net
In Fiscal 2024, net interest income was $18.7 million compared to net interest expense of $13.5 million in asset impairments relatedFiscal 2023. In the fourth quarter, net interest income was $8.7 million compared to goodwill, intangible assets,net interest expense $2.1 million in the prior year fourth quarter. The interest income recognized in both the full year and long-lived assets; 2) $47.6 million relatedfourth quarter of Fiscal 2024 is the result of interest earned on excess cash balances and higher interest rates on these accounts compared to charges in connection with the Company’s transformation plan; 3) $7.5 million related to charges related to settlement of shareholder litigation,prior year comparable periods.
Other non-operating expense, net of insurance proceeds; and
In Fiscal 2024, other non-operating expense was $0.4 million relatedcompared to costother non-operating expense of extinguishment$140.2 million in Fiscal 2023. In the fourth quarter of debt.
Fiscal 2020 includes: 1) $47.72024, other non-operating income was $2.0 million relatedcompared to an immaterial outother non-operating income of period goodwill impairment adjustment; 2) $79.1$0.6 million related to charges in connection with the Company’s transformation plan; 3)prior year fourth quarter. The other non-operating expenses in Fiscal 2023 primarily consisted of non-cash, pre-tax settlement charges of $33.2$133.7 million related to the settlementpartial buy-out of previously disclosed shareholder litigation matters, netthe Signet Group Pension Scheme. See Note 27 of expected insurance proceeds;Item 8 for additional information on the Company’s retirement plans.
Income taxes
Income tax benefit for Fiscal 2024 was $170.6 million, with an effective tax rate (“ETR”) of (26.7)%, compared to an income tax expense of $74.5 million, with an effective tax rate of 16.5% in Fiscal 2023. The ETR and 4)tax benefit for Fiscal 2024 reflects the impact of a $6.2$263.3 million gain on extinguishment of debt.
Fiscal 2019 includes: 1) $735.4 milliondeferred tax asset recorded in the fourth quarter related to the goodwillenactment of the Corporate Income Tax Act of 2023 (“Act”) in Bermuda. The Act included an economic transition adjustment intended to be a fair and intangible impairments; 2) $167.4equitable transition into the new tax regime, and resulted in a deferred tax benefit for the Company. Other factors impacting the effective rate in Fiscal 2024 were the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter, the foreign rate differences and benefits from global reinsurance and financing arrangements, and other discrete tax benefits recognized. The Fiscal 2024 discrete tax benefits relate to the reclassification of remaining taxes on the pension settlement out of AOCI of $4.1 million, the excess tax benefit for share-based compensation which vested during the year of $7.7 million and the $1.7 million reversal of valuation allowance related to capital losses in the UK. The ETR for Fiscal 2023 was lower than the US federal income tax rate primarily due to the favorable impacts from the valuation lossesCompany’s global reinsurance and costsfinancing arrangements, partially offset by the unfavorable impact of an uncertain tax position related to the salea prior year of eligible non-prime in-house accounts receivable; 3) $125.9$20.5 million related to charges recorded in conjunction with the Company’s transformation plan; and 4) an $11.0 million charge relatedFiscal 2023. Refer to resolutionNote 10 of a regulatory matter.
(3)    As described above, the Company changed its methodologyItem 8 for calculating EBITDAR in Fiscal 2021. Had the Company used the previously disclosed methodology, the leverage ratio would have been 4.1x, 4.1x and 4.3x, in Fiscal 2021, 2020 and 2019, respectively.additional information.

In the fourth quarter of Fiscal 2024, income tax benefit was $199.2 million, with an ETR of (46.7)%, compared to expense of $89.5 million, with an ETR of 24.4% in the fourth quarter of Fiscal 2023. The ETR and tax benefit for the fourth quarter of Fiscal 2024 were primarily driven by the $263.3 million deferred tax benefit resulting from the Bermuda economic transition adjustment discussed above and the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter. The ETR for the fourth quarter of Fiscal 2023 was higher than the US federal income tax rate, primarily due to the unfavorable impact of an uncertain tax position related to a prior year of $20.5 million recorded in the fourth quarter of Fiscal 2023, partially offset by favorable impacts from the Company’s global reinsurance and financing arrangements.
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RESULTS OF OPERATIONS
Fiscal 20212024 Overview
Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar. Bothcalendar, which included an extra week in the fourth quarter and fiscal year periods of Fiscal 20212024 (the “14th week” and “53rd week”, respectively). The extra week added $103.2 million in sales in the fourth quarter and full year Fiscal 2020 were2024. Fiscal 2023 was a 52 week reporting periods.period.
Same Store Salesstore sales
Management considers same store sales useful as it is a major benchmark used by investors to judge performance within the retail industry. Same store sales growth is calculated by comparison of sales in stores that were open in both the current and the prior fiscal year. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. Similarly, sales from acquired businesses made within the last 12 months are excluded from the comparison until their 12-month anniversary. Sales from stores that were acquired during the period and have not been included in the Company’s results for both the current and prior period presented are also excluded from same store sales. Sales after the 12-month anniversary are compared against the equivalent prior period sales within the comparable store sales comparison. Stores closed in the current financial period are included up to the date of closure and the comparative period is correspondingly adjusted. Stores that have been relocated or expanded, but remain within the same local geographic area, are included within the comparison with no adjustment to either the current or comparative period. Stores that have been refurbished are also included within the comparison except for the period when the refurbishment was taking place, when those stores are excluded from
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the comparison both for the current year and for the comparative period. Same store sales are also impacted by certain accounting adjustments to sales, primarily related to the deferral of revenue from the Company’s extended service plans.
As discussed in the Overview section above, because of COVID-19, the Company temporarily closed all of its stores in the first quarter of Fiscal 2021, as well as certain stores in the UK and Canada during the fourth quarter. Same store sales as presented in the results of operations below for Fiscal 2021 have not been adjusted to remove the impact of these temporary store closures.
eCommerce sales include all sales with customers that originate online, including direct to customer, ship to store, and buy online, pick-up in store ("BOPIS").BOPIS. eCommerce sales are included in the calculation of same store sales for the period and the comparative figures from the 12-month anniversary of the launch of the relevant website. Brick and mortar same store sales are calculated by removing the eCommerce sales from the same store sales calculation described above. Comparisons at the divisional level are made in local currency and consolidated
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comparisons are made at constant exchange rates and exclude the effect of exchange rate movements by recalculating the prior period results as if they had been generated at the weighted average exchange rate for the current period. Same store sales exclude the 53rd53rd week in the fiscal year in which it occurs.
Cost of sales and gross margin
Cost of sales is mostly composed of merchandise costs (net of discounts and allowances). Cost of sales also contains:
Occupancy costs such as rent, common arearepairs and maintenance, depreciation and real estate taxes.
Store operating expenses such as utilities, displaysstore supplies and third partythird-party merchant credit costs.
Distribution and warehousing costs including freight, processing, inventory shrinkage and related payroll.
As the classification of cost of sales or selling, general and administrative expenses varies from retailer to retailer, Signet’s gross margin percentage may not be directly comparable to other retailers.
Factors that influence gross margin include pricing, promotional environment, changes in merchandise costs, changes in non-merchandise components of cost of sales (as described above), changes in sales mix, foreign exchange, gold and currency hedges and the economics of services such as repairs and extended service plans. The price of diamonds varies depending on their size, cut, color and clarity. Signet uses gold and currency hedges to reduce its exposure to market volatility in the cost of gold and the British pound to the US dollar exchange rate, but it is not able to do so for diamonds. For gold and currencies, the hedging period can extend up to 24 months, although the majority of hedge contracts will normally be for a maximum of 12 months.
Signet primarily uses an average cost inventory methodology and, as jewelry inventory turns slowly, the impact of movements in the cost of diamonds and gold takes time to be fully reflected in the gross margin. Signet’s inventory turns faster in the fourth quarter than in the other three quarters, therefore, changes in the cost of merchandise is more impactful on the gross margin in that quarter. Furthermore, Signet’s hedging activities result in movements in the purchase cost of merchandise taking some time before being reflected in the gross margin. An increase in inventory turnturnover would accelerate the rate at which commodity costs impact gross margin.
Selling, general and administrative expenseexpenses (“SGA”SG&A”)
SGA expenseSG&A primarily includes store staff and store administrative costs as well as advertising and promotional costs. It also includes field support center expenses such as information technology, finance, eCommerce and other operating expenses (including(such as private label credit losses)costs) not specifically categorized elsewhere in the consolidated statements of operations.
The primary drivers of staffing costs are the number of full timefull-time equivalent employeesteam members and the level of compensation, payroll taxes, benefits and other benefits paid.incentives. Management varies, on a store by store basis, the hours worked based on the expected level of selling activity, subject to minimum staffing levels required to operate the store. Non-store staffing levels are less variable. A significant element of compensation is performance basedperformance-based and is primarily dependent on sales and operating profit.
The level of advertising expenditureexpenditures can vary. The largest element of advertising expenditures has historically been national television advertising; however, Signet has continued to invest more on digital and social marketing in recent years as part of its transformational initiatives, in order to evolve its marketing allocations based on consumer habits, business needs, and maximize ROIreturn on investment on its advertising investments.
Other operating income (loss)(expense), net
Other operating income (loss) is(expense), net primarily comprisedconsists of miscellaneous operating income and expense items such as interest income from customer in-house finance receivables, litigation settlements, restructuring charges, gains or losses on sales of assets (including divestitures), foreign currency gains and losses, and gains and losses from de-designated or undesignated derivative contracts. See Note 1211 in Item 8 for further detail on the Company’s other operating income.

income (expense), net.
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COMPARISON OF FISCAL 2021 TO FISCAL 2020Comparison of Fiscal 2024 to Prior Year
Fiscal 2024Fiscal 2023
(in millions, except per share amounts)$ % of sales$ % of sales
Sales$7,171.1 100.0 %$7,842.1 100.0 %
Cost of sales(4,345.7)(60.6)(4,790.0)(61.1)
Gross margin2,825.4 39.4 3,052.1 38.9 
Selling, general and administrative expenses(2,197.7)(30.6)(2,214.6)(28.2)
Asset impairments, net(9.1)(0.1)(22.7)(0.3)
Other operating income (expense), net2.9  (209.9)(2.7)
Operating income621.5 8.7 604.9 7.7 
Interest income (expense), net18.7 0.3 (13.5)(0.2)
Other non-operating expense, net(0.4) (140.2)(1.8)
Income before income taxes639.8 8.9 451.2 5.8 
Income taxes170.6 2.4 (74.5)(1.0)
Net income810.4 11.3 376.7 4.8 
Dividends on redeemable convertible preferred shares(34.5)(0.5)(34.5)(0.4)
Net income attributable to common shareholders$775.9 10.8 %$342.2 4.4 %
Diluted earnings per share$15.01 nm$6.64 nm
nm    Not meaningful.
Fiscal year sales
Same store sales: down 10.8%.
Diluted earnings (loss) per share: $(0.94)Signet’s total sales decreased 8.6% to $7.17 billion compared to $1.40$7.84 billion in Fiscal 2020.
Fiscal 2021Fiscal 2020
(in millions)$ % of sales$ % of sales
Sales$5,226.9 100.0 %$6,137.1 100.0 %
Cost of sales(3,493.0)(66.8)(3,904.2)(63.6)
Restructuring charges - cost of sales(1.4) (9.2)(0.2)
Gross margin1,732.5 33.1 2,223.7 36.2 
Selling, general and administrative expenses(1,587.4)(30.4)(1,918.2)(31.3)
Credit transaction, net  — — 
Restructuring charges(46.2)(0.9)(69.9)(1.1)
Goodwill and intangible impairments(159.0)(3.0)(47.7)(0.8)
Other operating income (loss)2.4  (29.6)(0.5)
Operating income (loss)(57.7)(1.1)158.3 2.6 
Interest expense, net(32.0)(0.6)(35.6)(0.6)
Other non-operating income, net  7.0 0.1 
Income (loss) before income taxes(89.7)(1.7)129.7 2.1 
Income tax benefit (expense)74.5 1.4 (24.2)(0.4)
Net income (loss)$(15.2)(0.3)%$105.5 1.7 %

Sales
In Fiscal 2021,the prior year. Signet’s same store sales decreased by 10.8%11.6%, compared to an increasea decrease of 0.6%6.1% in Fiscal 2020. Total salesthe prior year. These declines were $5.23 billion, down $910.2 million or 14.8%, compared to $6.14 billion in Fiscal 2020. The decrease was positively offset by growth in eCommerce sales, which were $1.19 billion and 22.7% of total sales compared to $750.4 million and 12.2% of total sales in Fiscal 2020. The declines noted reflect the impact of the temporary store closures in March 2020, as a result of COVID-19, which began reopening in May 2020. In addition, the decline in sales was driven by the impact of permanentheightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. The total sales decrease was partially offset by the inclusion of the full year sales of Blue Nile, which was acquired in the third quarter of Fiscal 2023, and the impact of the 53rd week as noted above.
eCommerce sales year to date were $1.64 billion, up $41.0 million or 2.6% compared to $1.60 billion in the prior year. eCommerce sales accounted for 22.9% of year to date sales, up from20.4% of total sales in the prior year. Brick and mortar same store closures of approximately $273 million, as well as a reduction in service revenue recognition stemmingsales decreased 11.3% from the COVID-19 business disruption experienced duringprior period. The increase in eCommerce sales as of percentage of sales is primarily due to the year. Referaddition of Blue Nile to Note 3 of Item 8 for further information.Signet’s portfolio in Fiscal 2023.
The breakdown of Signet’sthe year to date sales performance during Fiscal 2021by reportable segment is set out in the table below:
Change from previous year
Fiscal 2021Same
store
sales
Non-same
store sales,
net
Total sales 
at constant exchange rate
Exchange
translation
impact
Total
sales
as reported
Total
sales
(in millions)
North America segment(9.5)%(3.5)%(13.0)%— %(13.0)%$4,840.9 
International segment(25.0)%(7.0)%(32.0)%0.7 %(31.3)%$355.9 
Other segment (1)
na(43.5)%(43.5)%— %(43.5)%$30.1 
Signet(10.8)%(4.1)%(14.9)%0.1 %(14.8)%$5,226.9 
Change from previous year
Fiscal 2024Same
store
sales
Non-same
store sales,
net (1)
Impact of
53
rd week on total sales
Total sales 
at constant exchange rate (2)
Exchange
translation
impact
Total
sales
as reported
Total sales
(in millions)
North America reportable segment(11.9)%2.6 %1.3 %(8.0)%— %(8.0)%$6,703.8 
International reportable segment(5.3)%(6.3)%1.3 %(10.3)%1.9 %(8.4)%$430.7 
Other reportable segment (3)
nmnmnmnmnmnm$36.6 
Signet(11.6)%1.7 %1.3 %(8.6)% %(8.6)%$7,171.1 
(1)Includes sales from acquired businesses which were not included in the results for the full comparable periods presented. Blue Nile is included in same store sales beginning in the third quarter of Fiscal 2024.
(2)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.
(3)    Includes sales from Signet’s diamond sourcing initiative.operation.
nanm    Not applicable.meaningful.
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Average merchandise transaction value (“ATV”)ATV is an operating metric defined as net merchandise sales on a same store basis divided by the total number of customer transactions. As such, changes fromThe ATV is measured each period based on the reported sales for the corresponding period presented. Beginning in the second quarter of Fiscal 2024, the Company changed its presentation of ATV to be calculated based on total reported net merchandise sales, compared to a same store sales base used in prior year do not recompute withinperiods, as this metric is more representative of the table below.comparison of reported sales period over period. The prior period amounts presented below, and throughout this discussion and analysis, have been restated to be presented comparatively.
Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fiscal YearFiscal 2021Fiscal 2020Fiscal 2021Fiscal 2020Fiscal 2021Fiscal 2020
North America segment$392 $388 — %0.5 %(7.6)%1.1 %
International segment (3)
£153 £141 8.5 %0.0 %(30.4)%(5.1)%
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Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fiscal 2024Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023
North America reportable segment$551 $538 2.4 %18.8 %(11.5)%(15.4)%
International reportable segment (3)
£171 £172 (0.6)%10.3 %(10.6)%(3.9)%
(1)    Net merchandise sales within the North America reportable segment include all merchandise product sales, net of discounts and returns. In addition, excluded from net merchandise sales are sales tax in the US, repair,repairs, extended service plan,plans, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in same storereported sales.
(2)    Net merchandise sales within the International reportable 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 storereported sales.
(3)    Amounts for the International reportable segment amounts are denominated in British pounds.
North America sales
The North America reportable segment’s total sales were $4.84$6.70 billion compared to $5.57$7.29 billion in the prior year, down 13.0%8.0%. This decrease was primarily driven by the decline in the core banners due to the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. This decrease was partially offset by the addition of Blue Nile to Signet’s North America portfolio and the impact of the 53rd week as noted above. Same store sales decreased 9.5%11.9% compared to an increasea decrease of 1.1%7.0% in the prior year. North America’s ATV stayed flat, and the number of transactions decreased 7.6%. eCommerce sales increased 55.8% and brick and mortar sales declined 19.4% on a same store sales basis. The declines noted reflect the impact of the temporary closures of all North America stores beginning on March 23, 2020, as a result of COVID-19, which began reopening in May 2020 with store capacity restrictions. The decline in sales also reflects the impact of permanent store closures of approximately $223 million.
International sales
In Fiscal 2021, the International segment’s total sales were $355.9 million, down 31.3%2.4%, compared to $518.0 million in Fiscal 2020. Same store sales decreaseddriven by 25.0% compared to a decrease of 4.9% in Fiscal 2020. ATV increased 8.5%Blue Nile, while the number of transactions decreased 30.4%11.5%. eCommerce
International sales
The International reportable segment’s total sales increased 80.6%decreased 8.4% to $430.7 million compared to $470.1 million in the prior year, primarily due to the underperformance of the Ernest Jones banner and brick and mortar sales declined 41.7% on a same store sales basis. The declines noted reflect the overall impact of various periodsheightened inflationary pressure on consumers’ discretionary spending. Total sales at constant exchange rates decreased 10.3%. The number of temporary closures of all UK stores, as a result of COVID-19, beginning on March 24, 2020, reopening in June 2020, and then reclosing in November 2020 for a four week shutdown period and an additional shutdown period started in January through the remainder of Fiscal 2021. The decline in sales also reflects the impact of permanent store closures of approximately $50 million.transactions decreased 10.6%, while ATV decreased 0.6% over prior year.
Fourth quarter sales
InSignet’s total sales decreased 6.3% year over year to $2.5 billion in the fourth quarter, Signet’swhile total sales were $2.19 billion, up $33.2 million or 1.5%at constant exchange rates decreased 6.6%. Same store sales decreased 9.6%, compared to a decrease of 0.1%9.1% in the prior year quarter. These declines were driven by the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. As mentioned above, this overall decrease was partially offset by the impact of the 14th week in the fourth quarter of Fiscal 2024.
eCommerce sales in the fourth quarter of Fiscal 2024 were $593.4 million, down $56.6 million or 8.7% compared to $650.0 million in the prior year fourth quarter. Same store sales were up 7.0% compared to an increase of 2.3%quarter, resulting primarily from the decline in the prior year fourth quarter. The total sales increase wasbridal category, driven by operational issues at the digital banners that resulted in lower conversion rates. eCommerce sales which were $511.4 million or 23.4%accounted for 23.8% of totalfourth quarter sales, compared to $299.9 million or 13.9%down from 24.4% of total sales in the prior year fourth quarter. Brick and mortar same store sales decreased 9.0% from the prior year fourth quarter.
The breakdown of the fourth quarter sales performance by reportable segment is set out in the table below.below:
Change from previous year
Fourth Quarter of Fiscal 2021
Same store sales (1)
Non-same
store sales,
net
Total sales at
constant
exchange rate
Exchange
translation
impact
Total sales
as reported
Total sales
(in millions)
North America segment10.4 %(5.4)%5.0 %0.1 %5.1 %$2,054.1 
International segment(28.3)%(7.5)%(35.8)%1.9 %(33.9)%$123.1 
Other segment (1)
na(30.1)%(30.1)%— %(30.1)%$9.3 
Signet7.0 %(5.8)%1.2 %0.3 %1.5 %$2,186.5 
Change from previous year
Fourth Quarter of Fiscal 2024
Same
store
sales
Non-same
store sales,
net
Impact of
14th week on total sales
Total sales at
constant
exchange rate (1)
Exchange
translation
impact
Total sales
as reported
Total sales
(in millions)
North America reportable segment(10.0)%— %3.9 %(6.1)%— %(6.1)%$2,350.4 
International reportable segment(1.0)%(14.3)%3.9 %(11.4)%3.9 %(7.5)%$141.7 
Other reportable segment (2)
nmnmnmnmnmnm$5.5 
Signet(9.6)%(0.9)%3.9 %(6.6)%0.3 %(6.3)%$2,497.6 
(1)The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.
(2)    Includes sales from Signet’s diamond sourcing initiative.operation.
nanm    Not applicable.
Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fourth QuarterFiscal 2021Fiscal 2020Fiscal 2021Fiscal 2020Fiscal 2021Fiscal 2020
North America segment$380 $374 1.1 %(0.5)%9.9 %3.4 %
International segment (3)
£136 £125 6.3 %1.6 %(29.7)%(4.6)%
meaningful.
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Average Merchandise Transaction Value (1)(2)
Merchandise Transactions
Average ValueChange from previous yearChange from previous year
Fourth QuarterFiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023Fiscal 2024Fiscal 2023
North America reportable segment$497 $500 (0.6)%8.0 %(6.7)%(10.0)%
International reportable segment (3)
£146 £163 (10.4)%14.8 %(2.4)%(20.3)%
(1)     Net merchandise sales within the North America reportable segment include all merchandise product sales, net of discounts and returns. In addition, excluded from net merchandise sales are sales tax in the US, repair,repairs, extended service plan,plans, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in same storereported sales.
(2)    Net merchandise sales within the International reportable segment include all merchandise product sales, including value added tax (“VAT”),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 storereported sales.
(3)    Amounts for the International reportable segment amounts are denominated in British pounds.

North America sales
The North America reportable segment’s total sales were $2.05$2.4 billion compared to $1.95$2.5 billion in the prior year up 5.1%quarter, or a decrease of 6.1%. This decreasewas primarily driven by the decline in same store sales due to the impact of heightened inflationary pressure on consumers’ discretionary spending and the decline in the bridal category, driven by lower engagements. Same store sales increased 10.4%decreased 10.0% compared to an increasea decrease of 2.9%9.3% in the prior year. The North America segment’s ATV increased 1.1%,year quarter, which is reflective of the factors discussed above and resulted from the number of transactions increased 9.9%. eCommercedecreasing by 6.7% year over year. These declines were offset by the 14th week of sales increased 66.0%, while brick and mortar same store sales increased 0.6%. The change reflects a combination of factors including the shift in consumer spend related to the stimulus received and travel restrictions implemented in Fiscal 2021 and the continued traction of Signet's Path to Brilliance strategies and its enhanced OmniChannel capabilities. Despite suppressed retail traffic, Signet experienced much higher conversion rates and increase in transactions value, both online and in-store, which also helped to drive overall sales performance during the fourth quarter.quarter noted above.
International sales
The International reportable segment’s total sales decreased 33.9%7.5% to $123.1$141.7 million compared to $186.2$153.2 million in the prior year quarter, due to the impact of heightened inflationary pressure on consumers’ discretionary spending and decreased 35.8%underperformance of the Ernest Jones banner, including the impact of the prestige watch divestiture in November 2023. This decrease was partially offset by a strengthening of the British Pound experienced during the quarter, offsetting 3.9% of this decline. Total sales at constant exchange rates. Same store salesrates decreased 28.3% compared to a decrease of 3.1% in the prior year. In the International segment’s ATV increased 6.3%, while the11.4%. The number of transactions decreased 29.7%. eCommerce sales increased 115.1% and brick and mortar sales declined 56.2% on a same store sales basis. The declines noted reflect the impact of the temporary closures of all UK stores beginning on November 2020 for a four week shutdown period and an additional shutdown period started in January through the remainder of Fiscal 2021.2.4%, while ATV decreased 10.4% year over year.
Cost of sales and Gross margin
In Fiscal 2021,2024, gross margin was $1.73$2.8 billion or 33.1%39.4% of sales compared to $2.22$3.1 billion or 36.2%38.9% of sales in Fiscal 2020. Factors impacting the decline2023. The slight increase in gross margin rate for the yearFiscal 2024 compared to date period included:Fiscal 2023 reflects higher merchandise margins, which is led by a higher mix of eCommerce sales, strategic promotionsservices and by the continued expansion from the Company’s merchandise liquidations,strategy of branding and lower repair sales due to reduced store trafficnewness, as a resultwell as the favorable impacts of the COVID-19 disruption and restrictions. The rate declinecost savings. This impact was partially offset through permanent transformation cost savings.by the deleveraging of fixed costs on the lower volume as described above, primarily in store occupancy costs.
In the fourth quarter of Fiscal 2024, gross margin was $869.5 million$1.08 billion or 39.8%43.3% of sales compared to $897.9 million$1.11 billion or 41.7% of sales in the prior year fourth quarter. The declineincrease in gross margin rate reflected strategic promotions to further inventory optimization efforts, lower repair sales relatedfor the fourth quarter of Fiscal 2024 compared to the decline in store traffic offset by permanent transformation cost savings, driven primarily by lower occupancy costs.fourth quarter of Fiscal 2023 reflects the continued growth of services and the strength of Company’s merchandise strategy of branding and newness driving overall higher merchandise margins.
Selling, general and administrative expenses (“SG&A”)
Selling, general and administrative expensesSG&A for Fiscal 2021 were $1.592024 was $2.20 billion or 30.4%30.6% of sales compared to $1.92$2.21 billion or 31.3%28.2% of sales in Fiscal 2020. SG&A decreased primarily due to lower staff costs, inclusive of closed stores and the benefits of permanent transformation cost savings, lower adverting expense, driven primarily by the Company’s effort to maximize cash on hand during COVID-19 disruption, offset by higher incentive compensation and the provision for credit losses. See Note 13 of Item 8 for further information. SG&A also was favorable due to the impact of furloughed store and support center employees as a result of the COVID-19 disruption to the business.
2023. In the fourth quarter of Fiscal 2024 SG&A expense was $573.8$671.9 million or 26.2%26.9% of sales compared to $633.2$702.5 million or 29.4%26.3% of sales in the prior year fourth quarter. The increase in SG&A decreasedas a percentage of sales for both the Fiscal 2024 and fourth quarter comparative periods was primarily due to the deleveraging of fixed costs as a result of lower staff costs, inclusive of closed stores andsales in the benefits of permanent transformationcore banners, which were partially offset by overall cost savings lower advertising due to a shift in spend from fourth quarter into third quarter to pull forward Holiday Season sales, offset by higher incentive compensation and the provision for credit losses.initiatives.
Restructuring charges
During the first quarter of Fiscal 2019, Signet launched a three-year comprehensive transformation plan, “Signet’s Path to Brilliance” (the “Plan”), to among other objectives, reposition the Company to be a share gaining, OmniChannel jewelry category leader. The restructuring activities under the Plan are substantially completed as of the end of Fiscal 2021. During Fiscal 2021, restructuring charges of $46.2 million were recognized, $14.7 million of which were non-cash charges, primarily related to store closures, severance costs, and professional fees for legal and consulting services related to the Plan.
In the fourth quarter of Fiscal 2021, restructuring charges of $1.0 million were recognized primarily related to store closures and severance costs related to the Plan.
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Asset impairments, net
During Fiscal 2020, restructuring charges of $69.9 million were recognized, $16.7 million of which were non-cash charges, primarily related to store closures, severance costs, and professional fees for legal and consulting services related to the Plan. In the fourth quarter of Fiscal 2020, restructuring charges of $10.5 million, of which $4.6 million were non-cash charges, were recognized primarily related to store closure costs and professional fees for legal and consulting services related to the Plan.
See Note 6 of Item 8 for additional information regarding the Company’s restructuring activities.
Asset impairments
During Fiscal 2021,2024, the Company recorded non-cash, pre-tax asset impairments related to the impairment of goodwill,long-lived assets and intangible assets and long-lived assets of $10.7 million, $83.3 million and $65.0 million respectively.$9.1 million. During the fourth quarter of Fiscal 2021, 2024, the Company recorded non-cash, pre-tax asset impairments of $3.4 million, primarily related to intangible assets.
During Fiscal 2023, the Company recorded non-cash, pre-tax asset impairments related to the impairment charges of $0.9long-lived assets of $22.7 million. During the fourth quarter of Fiscal 2023, the Company recorded non-cash, pre-tax asset impairments of $20.7 million, all of which related to long-lived assets.
During Fiscal 2020, an immaterial out-of-period adjustmentassets and was driven by a partial impairment of $47.7 million was recognized within goodwill and intangible impairments on the consolidated statements of operations.Company’s support center.
See Note 16 and Note 18 of Item 8 for additional information on the asset impairments.
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Other operating income (loss)(expense), net
In Fiscal 2021,2024, other operating income was $2.4$2.9 million compared to other operating loss $29.6an expense of $209.9 million in Fiscal 2020.2023. Fiscal 2021 included a gain of $9.9 million recognized as a result of the Company de-designating and liquidating derivative financial instruments primarily related to forecasted commodity purchases that were deemed no longer effective in light of the economic circumstances altered by COVID-19. These gains were offset by a charge of $7.5 million, net of insurance recoveries, related to the settlement of previously disclosed shareholder litigation matters. Fiscal 20202024 was primarily driven by a $33.2the net gain on divestitures of $12.3 million charge, netpartially offset by restructuring charges of insurance recoveries, related to$7.5 million and foreign exchange losses. Fiscal 2023 was primarily driven by the settlementlitigation charges of a shareholder litigation matter.$203.8 million.
In the fourth quarter of Fiscal 2024, other operating lossincome was $1.9$10.3 million compared to $31.0an expense of $18.4 million in the fourth quarter of Fiscal 2023. The fourth quarter of Fiscal 2024 was primarily driven by the net gain on divestitures of $13.6 million partially offset by restructuring charges of $1.9 million. The fourth quarter of Fiscal 2023 was primarily driven by charges related to a litigation matter of $15.9 million.
See Notes 11 and 28 of Item 8 for additional information.
Operating income
In the year to date period of Fiscal 2024, operating income was $621.5 million or 8.7% of sales compared to $604.9 million or 7.7% of sales in Fiscal 2023. The increase in the current year was primarily due to the lapping of charges related to litigation and asset impairment charges in Fiscal 2023 of approximately $220 million, which were substantially offset by the impact of the sales volume decline in the current year.
In the fourth quarter, operating income was $416.3 million or 16.7% of sales compared to $369.5 million or 13.9% of sales in prior year fourth quarter. The increase in operating income was primarily the result of the support center asset impairment and litigation charges incurred in the fourth quarter of Fiscal 2023 of approximately $30 million, as well as the net gain on divestitures of $13.6 million in the current year fourth quarter noted above.
Signet’s operating income (loss) by reportable segment for the year to date period is as follows:
Fiscal 2024Fiscal 2023
(in millions)$ % of sales$ % of sales
North America reportable segment (1)
$677.0 10.1 %$673.2 9.2 %
International reportable segment (2)
13.1 3.0 %(0.2)— %
Other reportable segment(8.2)nm2.4 nm
Corporate and unallocated expenses(60.4)nm(70.5)nm
Operating income$621.5 8.7 %$604.9 7.7 %
(1)        Fiscal 2024 includes: 1) $22.0 million of acquisition and integration-related expenses, primarily severance and retention, exit and disposal costs and system decommissioning costs incurred for the integration of Blue Nile; 2) $6.3 million of restructuring charges; 3) $9.0 million of net asset impairment charges primarily related to restructuring and integration; and 4) a $3.0 million credit to income related to the adjustment of a prior litigation accrual.
Fiscal 2023 includes: 1) $13.4 million of cost of sales associated with the fair value step-up of inventory acquired in the Diamonds Direct and Blue Nile acquisitions; 2) $14.7 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $203.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $20.0 million.
See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.
(2)    Fiscal 2024 includes a $12.3 million gain from the divestiture of the UK prestige watch business, net of transaction costs and $1.2 million of restructuring charges.
Fiscal 2023 includes net asset impairment charges of $2.7 million.
See Note 4, Note 16, and Note 26 of Item 8 for additional information.
nm    Not meaningful.
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Signet’s operating income (loss) by reportable segment for the fourth quarter is as follows:
Fourth Quarter Fiscal 2024Fourth Quarter Fiscal 2023
(in millions)$ % of sales$ % of sales
North America reportable segment (1)
$396.0 16.8 %$372.9 14.9 %
International reportable segment (2)
36.0 25.4 %14.7 9.6 %
Other reportable segment(3.4)nm(2.1)nm
Corporate and unallocated expenses(12.3)nm(16.0)nm
Operating income$416.3 16.7 %$369.5 13.9 %
(1)    Fiscal 2024 includes: 1) $1.9 million of acquisition and integration-related expenses, primarily severance and retention, as well as exit and disposal costs costs incurred for the integration of Blue Nile; 2) $1.9 million of restructuring charges; and 3) $3.4 million of net asset impairment charges primarily related to restructuring and integration.
Fiscal 2023 includes: 1) $1.8 million credit to cost of sales associated with the fair value adjustment of inventory acquired in theBlue Nile acquisition; 2) $7.4 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $13.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $18.1 million.
See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.
(2)    Fiscal 2024 includes a $13.6 million gain from the divestiture of the UK prestige watch business and a $0.2 million credit to restructuring charges.
Fiscal 2023 includes net asset impairment charges of $2.6 million.
See Note 4, Note 16 and Note 26 of Item 8for additional information.
nm    Not meaningful.
Interest income (expense), net
In Fiscal 2024, net interest income was $18.7 million compared to net interest expense of $13.5 million in Fiscal 2023. In the fourth quarter, net interest income was $8.7 million compared to net interest expense $2.1 million in the prior year fourth quarter. The interest income recognized in both the full year and fourth quarter of Fiscal 20212024 is the result of interest earned on excess cash balances and higher interest rates on these accounts compared to the prior year comparable periods.
Other non-operating expense, net
In Fiscal 2024, other non-operating expense was primarily driven by miscellaneous asset write-offs offset by interest income from$0.4 million compared to other non-operating expense of $140.2 million in Fiscal 2023. In the in-house credit program. Fourthfourth quarter of Fiscal 2020 included2024, other non-operating income was $2.0 million compared to other non-operating income of $0.6 million in the $33.2prior year fourth quarter. The other non-operating expenses in Fiscal 2023 primarily consisted of non-cash, pre-tax settlement charges of $133.7 million net charge related to shareholder litigation noted above.
the partial buy-out of the Signet Group Pension Scheme. See Note 12, Note 20 and Note 27 of Item 8 for additional information on these matters.the Company’s retirement plans.
Operating income (loss)Income taxes
InIncome tax benefit for Fiscal 2021, operating loss2024 was $57.7$170.6 million, or 1.1%with an effective tax rate (“ETR”) of sales(26.7)%, compared to an operating income tax expense of $158.3$74.5 million, or 2.6%with an effective tax rate of sales16.5% in Fiscal 2020.2023. The decreaseETR and tax benefit for Fiscal 2024 reflects the impact of a $263.3 million deferred tax asset recorded in the fourth quarter related to the enactment of the Corporate Income Tax Act of 2023 (“Act”) in Bermuda. The Act included an economic transition adjustment intended to be a fair and equitable transition into the new tax regime, and resulted in a deferred tax benefit for the Company. Other factors impacting the effective rate in Fiscal 2024 were the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter, the foreign rate differences and benefits from global reinsurance and financing arrangements, and other discrete tax benefits recognized. The Fiscal 2024 discrete tax benefits relate to the reclassification of remaining taxes on the pension settlement out of AOCI of $4.1 million, the excess tax benefit for share-based compensation which vested during the year over year reflectsof $7.7 million and the $1.7 million reversal of valuation allowance related to capital losses in the UK. The ETR for Fiscal 2023 was lower than the US federal income tax rate primarily due to the favorable impacts from the Company’s global reinsurance and financing arrangements, partially offset by the unfavorable impact of the temporary closures of all stores as a result of COVID-19, including the impacts of lower sales and higher asset impairment charges, offset by the permanent transformation cost savings, driven by lower staff costs, lower fixed occupancy costs and the impact from furloughed store and support center employees as a result of the COVID-19 disruption to the business.
Fiscal 2021Fiscal 2020
(in millions)$ % of sales$ % of sales
North America segment (1)
$57.9 1.2 %$284.9 5.1 %
International segment (2)
(43.3)(12.2)%9.0 1.7 %
Other segment (3)
(0.3)nm(15.9)nm
Corporate and unallocated expenses (4)
(72.0)nm(119.7)nm
Operating income (loss)$(57.7)(1.1)%$158.3 2.6 %
(1) Fiscal 2021 includes: 1) $1.6 millionan uncertain tax position related to inventory chargesa prior year of $20.5 million recorded in conjunction with the Company’s restructuring activities; 2) $36.0 million primarily relatedFiscal 2023. Refer to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities; and 3) asset impairment chargesNote 10 of $136.7 million.
Fiscal 2020 includes: 1) $6.0 million related to inventory charges recorded in conjunction with the Company’s restructuring activities; 2) $42.1 million primarily related to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities; and 3) asset impairment charges of $47.7 million.
See Note 6, Note 18 and Note 16for additional information.
(2)    Fiscal 2021 includes: 1) $9.7 million primarily related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities; and 2) asset impairment charges of $22.3 million.
Fiscal 2020 includes $7.0 million primarily related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities.
See Note 6 and Note 16for additional information.
(3)    Fiscal 2021 includes $0.2 million benefit recognized due to a change in inventory reserves previously recognized as part of the Company’s restructuring activities.
Fiscal 2020 includes $3.2 million related to inventory charges recorded in conjunction with the Company’s restructuring activities.
See Note 6 and Note 18Item 8 for additional information.
(4)    
In the fourth quarter of Fiscal 2021 includes: 1) charges2024, income tax benefit was $199.2 million, with an ETR of $7.5(46.7)%, compared to expense of $89.5 million, with an ETR of 24.4% in the fourth quarter of Fiscal 2023. The ETR and tax benefit for the fourth quarter of Fiscal 2024 were primarily driven by the $263.3 million deferred tax benefit resulting from the Bermuda economic transition adjustment discussed above and the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter. The ETR for the fourth quarter of Fiscal 2023 was higher than the US federal income tax rate, primarily due to the unfavorable impact of an uncertain tax position related to a prior year of $20.5 million recorded in the settlementfourth quarter of previously disclosed shareholder litigation matters, netFiscal 2023, partially offset by favorable impacts from the Company’s global reinsurance and financing arrangements.
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Table of expected insurance proceeds;Contents
NON-GAAP MEASURES
The discussion and 2) $0.5 million related to charges recordedanalysis of Signet’s results of operations, financial condition and liquidity contained in this Annual Report on Form 10-K are based upon the consolidated financial statements of Signet which are prepared in accordance with GAAP and should be read in conjunction with Signet’s consolidated financial statements and the related notes included in Item 8. 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 and liquidity. For these reasons, internal management reporting also includes these non-GAAP measures.
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 restructuring activities.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 debt. Management considers this metric to be helpful in understanding the total indebtedness of the Company after consideration of cash balances on-hand.
(in millions)February 3, 2024January 28, 2023January 29, 2022
Cash and cash equivalents$1,378.7 $1,166.8 $1,418.3 
Less: Current portion of long-term debt(147.7)— — 
Less: Long-term debt (147.4)(147.1)
Net cash$1,231.0 $1,019.4 $1,271.2 
2. Free cash flow and adjusted 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. Adjusted free cash flow, a non-GAAP measure, excludes the proceeds from the sale of in-house finance receivables. Free cash flow and adjusted free cash flow are indicators frequently used by management in evaluating its overall liquidity needs and determining appropriate capital allocation strategies. Free cash flow and adjusted free cash flow do not represent the residual cash flow available for discretionary purposes. See Note 12 of Item 8 for additional information regarding the sale of the in-house credit card receivable portfolio.
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Net cash provided by operating activities$546.9 $797.9 $1,257.3 
Purchase of property, plant and equipment(125.5)(138.9)(129.6)
Free cash flow421.4 659.0 1,127.7 
Proceeds from sale of in-house finance receivables — (81.3)
Adjusted free cash flow$421.4 $659.0 $1,046.4 
3. Non-GAAP operating income and non-GAAP operating margin
Non-GAAP operating income is a non-GAAP measure defined as operating income excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing operating results to appropriately evaluate the performance of the business without the impact of these certain items. Management believes the consideration of measures that exclude such items can assist in the comparison of operational performance in different periods which may or may not include such items. Management also utilizes non-GAAP operating margin, defined as non-GAAP operating income as a percentage of total sales, to further evaluate the effectiveness and efficiency of the Company’s flexible operating model.
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Fiscal 2020 includes: 1) charges of $33.2 million related to the settlement of previously disclosed shareholder litigation matters, net of expected insurance proceeds; and 2) $20.8 million related to charges recorded in conjunction with the Company’s restructuring activities.
See Note 4, Note 27 and Note 6 for additional information.
nm    Not meaningful.
In the fourth quarter, operating income was $291.9 million or 13.4% of sales compared to $223.2 million or 10.4% of sales in prior year fourth quarter. The operating income increase reflected a combination of factors including the increase in sales, both online and in-store during the fourth quarter of Fiscal 2021 when compared to fourth quarter of Fiscal 2020, the permanent transformation cost savings, the favorable impacts of store closures on store staffing and store occupancy cost, and payroll cost reduction from restricted store hours.
Fourth Quarter Fiscal 2021Fourth Quarter Fiscal 2020
(in millions)$ % of sales$ % of sales
North America segment (1)
$296.2 14.4 %255.5 13.1 %
International segment (2)
9.3 7.6 %25.5 13.7 %
Other segment(1.1)nm(1.5)nm
Corporate and unallocated expenses (3)
(12.5)nm(56.3)nm
Operating income (loss)$291.9 13.4 %$223.2 10.4 %

(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Operating income$621.5 $604.9 $903.4 
Litigation charges (1)
(3.0)203.8 1.7 
Acquisition and integration-related expenses (2)
22.0 25.8 8.6 
Restructuring charges (3)
7.5 — (3.3)
Asset impairments, net (3)
7.1 15.9 (0.9)
Gain on divestitures, net (4)
(12.3)— — 
Gain on sale of in-house finance receivables — (1.4)
Non-GAAP operating income$642.8 $850.4 $908.1 
Operating margin8.7 %7.7 %11.5 %
Non-GAAP operating margin9.0 %10.8 %11.6 %
(1)    Fiscal 2021 includes: 1) $1.3 million benefit2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in the first quarter of Fiscal 2023. Refer to Note 28 of Item 8 for additional information.
(2)     Fiscal 2024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs; Fiscal 2023 includes the impact of the fair value step-up for inventory acquired in the Diamonds Direct and Blue Nile acquisitions, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition of Blue Nile; Fiscal 2022 included direct transaction-related costs for the acquisition of Rocksbox and Diamonds Direct and impact of the fair value step-up for inventory from Diamonds Direct.
(3)    Fiscal 2024 restructuring and asset impairment charges were incurred primarily as a result of the Company’s rationalization of store footprint and reorganization of certain centralized functions; Fiscal 2023 includes asset impairment charges related to the Company’s headquarters; Fiscal 2022 includes ROU asset impairment gains, net recorded due to changes in severance and store closure liabilities recorded in conjunction withvarious impacts of COVID-19 to the Company’s restructuring activities;business and 2) $0.2 million netrelated gains on terminations or modifications of leases, resulting from previously recorded impairments of the right of use assets in Fiscal 2021.
Fiscal 2020 includes: 1) $3.4 million related Refer to inventory charges recorded in conjunction with the Company’s restructuring activities; and 2) $4.4 million primarily related to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities.
See Note 6, Note 1816 and Note 1626 of Item 8 for additional information.
(4)    Includes gain on sale of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.
4. Non-GAAP diluted EPS
Non-GAAP diluted EPS is a non-GAAP measure defined as diluted EPS excluding the impact of certain items which management believes are not necessarily reflective of normal 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 these certain items. In particular, management believes the consideration of measures that exclude such items can assist in the comparison of performance in different periods which may or may not include such items. The Company estimates the tax effect of all non-GAAP adjustments by applying a statutory tax rate to each item. The income tax items represent the discrete amount that affected the diluted EPS during the period.
Fiscal 2024Fiscal 2023Fiscal 2022
Diluted EPS$15.01 $6.64 $12.22 
Litigation charges (1)
(0.06)3.59 0.03 
Pension settlement loss (2)
0.02 2.36 — 
Acquisition and integration-related expenses (3)
0.41 0.46 0.13 
Restructuring charges (4)
0.14 — (0.05)
Asset impairments (4)
0.13 0.28 (0.01)
Gain on divestitures, net (5)
(0.22)— — 
Gain on sale of in-house finance receivables — (0.02)
Tax impact of items above(0.18)(1.53)(0.02)
Bermuda economic transition adjustment (6)
(4.88)— — 
Non-GAAP diluted EPS$10.37 $11.80 $12.28 
(1)    Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in the first quarter of Fiscal 2023. Refer to Note 28 of Item 8 for additional information.
(2)     Includes pension wind-up charges in Fiscal 2021 includes: 1) $2.1 million primarily related2024. Refer to severance and store closure costs recorded in conjunction with the Company’s restructuring activities; and 2) asset impairment chargesNote 27 of $1.1 million.
Fiscal 2020 includes $4.6 million primarily related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities.
See Note 6 and Note 16Item 8 for additional information.
(3)Fiscal 20212024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs; Fiscal 2023 includes the impact of the fair value step-up for inventory acquired in the Diamonds Direct and Blue Nile acquisitions, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition of Blue Nile; Fiscal 2022 included direct transaction-related costs for the acquisition of Rocksbox and Diamonds Direct and impact of the fair value step-up for inventory from Diamonds Direct.
(4)    Fiscal 2024 restructuring and asset impairment charges were incurred primarily as a result of the Company’s rationalization of store footprint and reorganization of certain centralized functions; Fiscal 2023 includes asset impairment charges related to the Company’s headquarters; Fiscal 2022 includes 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. Refer to Note 16 and Note 26 of Item 8 for additional information.
(5)    Includes gain on sale of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.
(6)    Fiscal 2024 relates to the impact of the deferred income tax benefit from the Bermuda economic transition adjustment. Refer to Note 10 of Item 8 for additional information.
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5. Adjusted debt and adjusted net debt leverage ratios
The adjusted debt and adjusted net debt leverage ratios are non-GAAP measures calculated by dividing Signet’s adjusted debt or adjusted net debt by adjusted EBITDAR. Adjusted debt is a non-GAAP measure defined as debt recorded in the consolidated balance sheet, plus redeemable Series A Convertible Preference Shares (“Preferred Shares”), plus an adjustment for operating leases (5x annual rent expense). Adjusted net debt, a non-GAAP measure, is adjusted debt less the cash and cash equivalents on hand as of the balance sheet dates. Adjusted EBITDAR is a non-GAAP measure, defined as earnings before interest and income taxes, depreciation and amortization, share-based compensation expense, other non-operating expense, net and certain non-GAAP accounting adjustments (“Adjusted EBITDA”) and further excludes minimum fixed rent expense for properties occupied under operating leases. 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 certain accounting adjustments. Management believes these financial measures are helpful to investors and analysts to analyze trends in Signet’s business and evaluate Signet’s performance. The adjusted debt leverage ratio is a key priority of the Company’s capital allocation strategy used in measuring the Company’s optimized capital structure. The adjusted net debt leverage ratio is supplemental to the adjusted debt ratio as it is useful to both investors and management to consider cash on hand available to pay down or issue debt.
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(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Adjusted debt and adjusted net debt:
Current portion of long-term debt$147.7 $— $— 
Long-term debt 147.4 147.1 
Redeemable Series A Convertible Preference Shares655.5 653.8 652.1 
Adjustments:
5x rent expense2,199.0 2,232.5 2,216.5 
Adjusted debt$3,002.2 $3,033.7 $3,015.7 
Less: Cash and cash equivalents1,378.7 1,166.8 1,418.3 
Adjusted net debt$1,623.5 $1,866.9 $1,597.4 
Adjusted EBITDAR:
Net income$810.4 $376.7 $769.9 
Income taxes(170.6)74.5 114.5 
Interest (income) expense, net(18.7)13.5 16.9 
Depreciation and amortization on property, plant and equipment160.0 162.2 162.4 
Amortization of definite-lived intangibles1.9 2.3 1.1 
Amortization of unfavorable contracts(1.8)(1.8)(3.3)
Share-based compensation41.1 42.0 45.8 
Other non-operating expense, net (1)
0.4 140.2 2.1 
Other accounting adjustments (2)
21.3 245.5 4.7 
Adjusted EBITDA$844.0 $1,055.1 $1,114.1 
Rent expense439.8 446.5 443.3 
Adjusted EBITDAR$1,283.8 $1,501.6 $1,557.4 
Adjusted leverage ratio2.3x2.0x1.9x
Adjusted net leverage ratio1.3x1.2x1.0x
(1)    Fiscal 2023 includes pension settlement charges of $133.7 million.
(2)    Fiscal 2024 includes: 1) $22.0 million of acquisition and integration-related expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs; 2) $7.5 million and $7.1 million of restructuring and asset impairment charges, respectively, incurred as a result of $7.5the Company’s rationalization of store footprint and reorganization of certain centralized functions; 3) $12.3 million related to the gain on sale of the UK prestige watch business; and 4) a $3.0 million credit to income related to the adjustment of a prior litigation accrual recognized in the first quarter of Fiscal 2023.
Fiscal 2023 includes: 1) $203.8 million related to litigation charges; 2) $25.8 million of acquisition and integration-related costs including the impact of the fair value step-up for inventory from Diamonds Direct and Blue Nile, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred related to the acquisition of Blue Nile in Fiscal 2023; and 3) $15.9 million of asset impairments
Fiscal 2022 includes: 1) $0.9 million of net asset impairment gains related to long-lived assets; 2) $3.3 million credit to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities in connection with the Company’s transformation plan; 3) $1.7 million related to the settlement of previously disclosed shareholder litigation matters, netmatters; 4) $8.6 million of expected insurance proceeds; and 2) $0.5 millioncharges related to charges recorded in conjunction withprofessional fees for direct transaction-related costs incurred for the Company’s restructuring activities.
Fiscal 2020 includes: 1) chargesacquisitions of $33.2 million related to the settlement of previously disclosed shareholder litigation matters, net of expected insurance proceeds;Rocksbox and 2) $1.5 million related to charges recorded in conjunction with the Company’s restructuring activities.
See Note 4, Note 27 and Note 6 for additional information.
nm    Not meaningful.
Interest expense, net
In Fiscal 2021, net interest expense was $32.0 million compared to $35.6 millionDiamonds Direct in Fiscal 2020. In the fourth quarter, net interest expense was $6.4 million compared to $7.7 million in the prior year fourth quarter. The reduction was primarily due to the favorable impact of lower average interest rates due to the debt refinancing during the third quarter of Fiscal 2020 partially offset by higher average borrowings compared to prior year comparable periods. The weighted average interest rate for the Company’s debt outstanding, including2022, as well as includes the impact of debt issuance amortization, discounts,the fair value step up for inventory from Diamonds Direct; and other financing fees, for5) $1.4 million gain associated with the full year was 3.3% compared to 6.0% in the prior year. The weighted average interest rate for the Company’s debt outstanding for the fourth quarter was 3.9% compared to 4.7% in the prior year fourth quarter.
See Note 23sale of Item 8 for additional information on the Company’s debt.
Other non-operating income, net
In Fiscal 2021, other non-operating income, net was $0.0 million compared to $7.0 million in Fiscal 2020. Fiscal 2020 reflects a $6.2 million net gain related to the completion of the Company’s debt refinancing, which consists of an $8.2 million net gain on the early extinguishment of the 4.70% Senior Notes due 2024 (the “Senior Notes”) of Signet UK Finance plc, Signet’s wholly-owned subsidiary, partially offset by a $2.0 million write-off of unamortized debt issuance costs related to the termination of the Company’s prior credit facility.

See Note 23 of Item 8 for additional information on the net gain on extinguishment and the Company’s refinancing activities.
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Income taxes
Income tax benefit for Fiscal 2021 was $74.5 million compared to expense of $24.2 million in Fiscal 2020, with an effective tax rate of 83.1% for Fiscal 2021 compared to 18.7% in Fiscal 2020. The higher effective tax rate in the current year was primarily driven by the benefit of the CARES Act for the rate benefit on net operating losses carried back to tax years with higher enacted tax rates and the impact of Signet’s global reinsurance arrangement, partially offset by the increase in valuation allowance recorded against certain state deferred tax assets. The Company’s effective tax rate for the prior year was lower than the US federal income tax rate due to the impact of Signet’s global reinsurance arrangement partially offset by the nondeductible goodwill impairment charges and other nondeductible expenses.

In the fourth quarter, income tax expense was $30.9 million compared to expense of $27.9 million in the prior year fourth quarter. The fourth quarter tax expense and effective rate was favorably impacted by the benefit of the CARES Act, as well as by the mix of pre-tax earnings by jurisdiction.customer in-house finance receivables.
LIQUIDITY AND CAPITAL RESOURCES
Overview and capital strategy
The Company’s primary sources of liquidity are cash on hand, cash provided by operations and availability under its ABLsenior secured asset-based revolving credit facility (the “ABL Revolving Facility (defined below)Facility”). As of January 30, 2021,February 3, 2024, the Company had $1.2$1.4 billion of cash and cash equivalents, and $147.6$147.8 million of outstanding debt.debt related to the 4.70% senior unsecured notes due in June 2024 (the “Senior Notes”) and no outstanding borrowings on the ABL Revolving Facility. The available borrowing capacity on the ABL Revolving Facility was $1.1 billion as of February 3, 2024.
The tenets of Signet’sCompany has a disciplined approach to capital strategy are:allocation, utilizing the following capital priorities: 1) investinginvest in its business to drive growth in line with the Company’s overall business strategy;through both organic investments and acquisitions; 2) ensuring adequate liquidity through a strong cash positionoptimize its capital structure and financial flexibility under its debt arrangements; and 3) returning excess cash to shareholders. Over time, Signet’s strategy is to reduce itsmaintain an adjusted leverage ratio to below 3.0x. Refer to discussion of the adjusted leverage ratio(a non-GAAP measure as defined in the Non-GAAP Measures section above) of less than 2.75x; and 3) return cash to shareholders through share repurchases and dividends.
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Investing in growth
Since the Non-GAAP measures section above.
DuringCompany’s transformation strategies began in Fiscal 2021, the third year of its Path-to-Brilliance transformation plan,2019, the Company has 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 few years laid the foundation for the Company’s accelerated its transformation efforts and focused ongrowth, including prioritizing digital investments in bothdigital technology and talent, to enhance itsdata analytics, enhancing the Company’s new and modernized eCommerce platform and to optimize the OmniChanneloptimizing a connected commerce shopping journey for its customers. This includes flexible fulfillment capabilitiesIn addition, cost reductions and structural improvements since the Company’s transformation began have generated annual cost savings of more than $800 million, which unlock store level inventory and enable buy online pick up in-store, as well as a continued strategic focus on inventory management to align with customer preferences.has fueled the investments described above. The Company’s cash discipline has also led to more efficient working capital, through both the extension of payment days with the Company’s vendor base, as well as through continued inventory reduction efforts. In addition, structural cost reductions during Fiscal 2021 underimprovement in productivity and overall health of the Company’s transformation strategy exceeded the expected $100 million of annual cost savings. In additioninventory, utilizing a disciplined approach to the structural cost savings already embeddeddrive continued reductions in the business,sell down and clearance inventory.
As the Company willcontinues to execute on its Inspiring Brilliance strategy, it intends to continue to focus on working capital efficiency, optimizing its real estate footprint, and prioritizing transformational productivity to drive future costsfurther cost savings opportunities, all of which are expected to be used to fuel strategic investments, grow the business, and enhance liquidity. During Fiscal 2024, the Company invested $125.5 million for capital expenditures and $58.3 million related to investments in digital and cloud IT initiatives.
The Company has made various strategic acquisitions in line with its Inspiring Brilliance growth strategy over the past three years, investing nearly $900 million for the acquisitions of Diamonds Direct in Fiscal 2022, Blue Nile in Fiscal 2023 and SJR in Fiscal 2024. The acquisition of Diamonds Direct accelerated the Company’s growth in accessible luxury and bridal, and the Company is focused on doubling the pace of store openings, extending its reach into even more key markets. The addition of Blue Nile accelerated Signet's efforts to enhance its connected commerce capabilities and broaden its digital leadership across the jewelry category – all while further achieving meaningful operating synergies for the consumers and creating value for shareholders. The acquisition of certain assets of SJR in the second quarter of Fiscal 2024, as well as the transition of the former Blue Nile Seattle fulfillment center to a new enterprise-wide repair facility, is expected to expand the Company’s services capacity and capabilities.
In addition to the acquisitions, the Company divested the operations and certain assets related to the prestige watch business in the UK during the fourth quarter of Fiscal 2024 for approximately $54 million. The Company believes the divestiture of this non-strategic business will enable the UK to accelerate key elements of its transformation. The proceeds of the sale will be used for general corporate purposes. See Note 4 of Item 8 for further details.
Optimized capital structure
The Company has made significant progress over the past few years in line with its strategic initiatives,priority to ensure a strong cash and overall liquidity position, including fully outsourcing credit, significantly reducing its outstanding debt, and eliminating the UK Pension Scheme. In addition, in Fiscal 2022, the Company renegotiated its $1.5 billion ABL Facility, as further described in Note 22 of Item 8, to extend the maturity until 2026 and allow overall greater financial flexibility to grow the business and provide an additional option to address the calendar year 2024 debt and Preferred Shares, if necessary. The Company maintained a 2.3x adjusted leverage ratio through the end of Fiscal 2024, well below the Company’s stated goal of less than 2.75x. As a result of COVID-19the progress and the strength of the Company’s financial position, the Company is reducing its goal to be at or below 2.5x.
Returning cash to shareholders
The Company remains committed to its goal to return cash to shareholders. This includes our goal to be a dividend growth company. Beginning in the second quarter of Fiscal 2022, Signet elected to reinstate the dividend program on its common shares. The Company increased its common dividends from $0.18 per share in Fiscal 2021, the Company took temporary actions2022, to preserve liquidity, which included reduced overall capital expenditures, significant reductions$0.20 per share in Fiscal 2023, to discretionary spend, the implementation of temporary reduced work hours$0.23 per share in Fiscal 2024, and furloughs across store and support center teams, as well as reduced cash compensation for executives and the Company’s Board of Directors.beginning in Fiscal 2025 increased it again to $0.29 per share. The Company also deferred certain cash payments toremains focused on share repurchases under its 2017 Share Repurchase Program (the “2017 Program”). During Fiscal 2022, primarily relatedFiscal 2023 and Fiscal 2024 the Board authorized increases in the remaining amount of shares authorized for repurchase under the 2017 Program by $559 million, $500 million, and $263 million, respectively, bringing the total authorization to certain lease obligations (as discussedapproximately $1.9 billion as of February 3, 2024. Since the reinstatement of share repurchases in Note 17Fiscal 2022, the Company has repurchased approximately 11.2 million shares for $827.2 million under the 2017 Program, including $139.3 million in Fiscal 2024. Subsequent to year-end, the Board approved a further increase to the multi-year authorization under the 2017 Program bringing the total remaining authorization to approximately $850 million (net of Item 8). The Company temporarily suspended its common dividend program and paid its preferred dividends during each quarterapproximately $7.0 million of Fiscal 2021 “in-kind”. The Company expects to resume paying the preferred dividends in cash beginningshare repurchases made in the first quarter of Fiscal 2022.
As a prudent measure2025 through March 19, 2024). See Note 7 of Item 8 for additional information related to increase the Company’s financial flexibility and bolster its cash position, during the first quarter of Fiscal 2021, the Company elected to borrow an additional $900 million from its the ABL Revolving Facility. The Company fully paid down amounts borrowed under the ABL Revolving Facility during the third and fourth quarters of Fiscal 2021. The Company also fully repaid the FILO Term Loan Facility during the fourth quarter of Fiscal 2021.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 maturities, including Preferred Shares, and returns to shareholders through either dividends or the Company’sand share repurchase program (as discussed in Note 8 of Item 8), and deferred cash payments from Fiscal 2021 as noted above.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:
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changes in the level of inventory as a result of sales and other strategic initiatives (i.e. store count);initiatives;
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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 further in Note 412 of Item 8, the Company has outsourced its primeentire credit portfolio and a substantial portion of its non-prime creditcard 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, payroll and payroll-related benefits, store occupancy costs (including rent), and payroll and payroll-related benefits.advertising.
Summary cash flowsflow
The following table provides a summary of Signet’s cash flow activity for Fiscal 2021, Fiscal 20202024 and Fiscal 2019:2023:
(in millions)(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
(in millions)
(in millions)
Net cash provided by operating activities
Net cash provided by operating activities
Net cash provided by operating activitiesNet cash provided by operating activities$1,372.3 $555.7 $697.7 
Net cash used in investing activitiesNet cash used in investing activities(77.8)(140.8)(119.0)
Net cash used in investing activities
Net cash used in investing activities
Net cash used in financing activitiesNet cash used in financing activities(498.6)(237.0)(602.7)
Net cash used in financing activities
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Increase (decrease) in cash and cash equivalentsIncrease (decrease) in cash and cash equivalents795.9 177.9 (24.0)
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period374.5 195.4 225.1 
Cash and cash equivalents at beginning of period
Cash and cash equivalents at beginning of period
Increase (decrease) in cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Increase (decrease) in cash and cash equivalentsIncrease (decrease) in cash and cash equivalents795.9 177.9 (24.0)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents2.1 1.2 (5.7)
Effect of exchange rate changes on cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$1,172.5 $374.5 $195.4 
Cash and cash equivalents at end of period
Cash and cash equivalents at end of period
Operating activities
Net cash provided by operating activities in Fiscal 2024 was $1.4 billion$546.9 million compared to net cash provided by operating activities of $555.7$797.9 million in the prior year comparable period, primarily dueperiod. This overall decrease in operating cash flows was driven by the payment of litigation settlements as noted below, offset by higher cash inflows for working capital compared to the Company’s ongoing cost controlprior period and working capital management initiatives, as well as temporary measureslower net tax payments. The significant movements in place to manage liquidity as a result of the impacts of COVID-19, offset by the impacts of the pandemic on the Company’s operating results.cash flows are further described below:
Net lossincome was $15.2$810.4 million compared to net income of $105.5$376.7 million in the prior year period, a decrease of $120.7 million.
Net loss for the period was significantly impacted by changes in deferred tax liabilities, which increased $141.8 million compared to an increase of $21.5 million in the prior year period offset by changes in current income taxes of $(45.5) million compared to $0.6 million in the prior year.$433.7 million. This increase was primarily the result of the net operating loss carryback filed in the first quarter in accordance with the provisions of the CARES Act, offset by an increase in the valuation allowance related to certain deferred tax assets in the US. During Fiscal 2021, the Company collected $183.4 million related to the loss carrybackchange in deferred taxes noted below; non-cash, pre-tax pension settlement charges of $133.7 million and other credits filedpre-tax accrued litigation charges of $203.8 million during Fiscal 2023; partially offset by lower overall sales volume in Fiscal 2021 under the provisions of the CARES Act. Refer to2024. See Note 11 of Item 8 for additional information.
Non-cash asset impairment charges were $159.0The change in current income taxes was a use of $3.0 million in the current period compared to $47.7a source of $98.5 million in the prior year. The year over year change was primarily the result of net income tax payments of $13.0 million in the current year and lower forecasted taxable income, compared to net cash payments of $74.6 million in the prior year period. Deferred taxes were a use of $180.3 million in the current period an increasecompared to a use of $111.3 million. See Note 16 of Item 8 for additional information regarding the impairments recognized in each period.
Depreciation and amortization decreased $2.0 million to $176.0 million from $178.0$99.3 million in the prior year, comparable period.
Cash used by accounts receivable totaled $50.1 million compared toprimarily as a use of $15.2 million in the prior year comparable period. This cash usage was driven by the portionresult of the non-prime in-house credit card portfolio that was retained bydeferred tax asset related to the Company beginning in the second quarter of Fiscal 2021. SeeBermuda economic transition adjustment. Refer to Note 1310 of Item 8 for additional information.
Cash provided by inventory was $308.0$182.5 million compared to a use of $16.5 million in the prior year period. The inventory reduction in the current year was driven by the Company’s inventory management initiatives in the current year, compared to prior year which was driven by the replenishment of inventories to healthier in-stock levels.
Cash used by accounts payable was $134.5 million compared to a use of $101.6 million in the prior year period. Accounts payable decreased in the current year primarily as a result of lower inventory purchases and payment timing.
Cash used by accrued expenses and other liabilities was $251.1 million compared to a source of $48.8 million in Fiscal 2020. This increase was driven by the Company’s continued inventory reduction initiatives and the lower store count, net of openings, of 375 stores compared to prior year-end.
Cash provided by accounts payable was $577.8 million compared to a source of $77.2 million in Fiscal 2020. This increase was driven by the Company’s aggressive working capital management initiatives throughout Fiscal 2021, which included the extension of time to pay with numerous vendors during the year.
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Cash provided by changes in operating leases was $31.2 million, compared to cash used of $9.4$120.0 million in the prior year period,period. This difference was driven by the Company’s deferral of rent payments dueaccrued litigation charges which were accrued in the monthsprior year period and paid during the first quarter of April through July 2020, which are now expected to be paid primarily in early Fiscal 2022. 2024. See Note 1728 of Item 8 for furtheradditional information.
Non-prime forward-flow receivables outsourcing agreement
During the first half of Fiscal 2021, the 2018 agreements pertaining to the purchase of forward flow receivables were terminated and new agreements were executed with CarVal and Castlelake which are effective until June 2021. Historically, non-prime receivables represented approximately 7% of Signet’s consolidated revenue on an annual basis. The new agreements provide that CarVal and Castlelake will continue to purchase add-on receivables created on existing customer accounts at a discount rate determined in accordance with the new agreements. In the second quarter of Fiscal 2021, Signet began retaining forward flow non-prime receivables created for new customers. These new accounts represented approximately 2% of Signet’s Fiscal 2021 revenue. The termination of the previous agreements has no effect on the receivables that were previously sold to CarVal and Castlelake prior to the termination, except that Signet agreed to extend the parties’ payment obligation for the remaining 5% of the receivables previously purchased in June 2018 until the new agreements terminate. The Company’s agreement with the credit servicer Genesis remains in place.
During the fourth quarter of Fiscal 2021, the Company reached additional agreements with the Investors to further amend the receivables purchase agreements noted above. CarVal will continue to purchase add-ons for existing accounts and will purchase 50% of new forward flow non-prime receivables through June 30, 2021. Genesis will purchase the remaining 50% of new forward flow receivables through June 30, 2021. Castlelake will not purchase any new forward flow non-prime receivables but will continue to purchase add-ons for existing accounts through June 30, 2021. Signet will continue to retain add-on purchases for existing accounts. The Company is actively considering alternatives with regard to the non-prime forward-flow receivables post-June 2021.
Investing Activitiesactivities
Net cash used in investing activities in Fiscal 2024 was $77.8$75.8 million compared to $140.8a use of $545.4 million in the prior period. Cash used in each periodFiscal 2024 was primarily related to capital expenditures of $125.5 million, partially offset by cash received of $53.8 million for capital additionsthe sale of the Company’s UK prestige watch business. Capital expenditures are primarily associated with new stores, and remodels of existing stores, as well asand strategic capital investments in digital and IT. In Fiscal 2023, net cash used in investing activities was primarily
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related to the acquisition of Blue Nile for $389.9 million and capital expenditures of $138.9 million. See Note 4 of Item 8 for more information on the acquisition and divestiture.
Stores opened and closed in Fiscal 2021:2024:
Store count by segmentStore count by segmentFebruary 1, 2020
Openings (2)
Closures (2)
January 30, 2021Store count by segmentJanuary 28, 2023
Opened (2)
Closed (2)(3)
February 3, 2024
North America segment (1)
North America segment (1)
North America segment (1)
North America segment (1)
2,757 53 (329)2,481 
International segment (1)
International segment (1)
451 — (99)352 
International segment (1)
International segment (1)
SignetSignet3,208 53 (428)2,833 
(1)    The net change in selling square footage for Fiscal 20212024 for the North America and International segments was (8.7)(1.4)% and (14.6)(15.4)%, respectively.
(2)    Includes 3313 store repositions in Fiscal 2021.2024.
Net Cash Used(3)    Includes 16 stores from the divestiture of the UK prestige watch business as described in Note 4 of Item 8.
Financing Activitiesactivities
Net cash used in financing activities in Fiscal 20212024 was $498.6$259.7 million, comprised primarilyconsisting of $27.2the repurchase of $139.3 million for dividend payments onof common shares, preferred and preferred shares, net debt repaymentscommon share dividends paid of $370.0$72.8 million, and a decrease in bank overdraftspayments for taxes withheld related to the settlement of $87.4the Company’s share-based compensation awards of $47.6 million. See further information on debt movements below.

Net cash used in financing activities in Fiscal 20202023 was $237.0$490.0 million, comprised primarilyconsisting of $108.6the repurchase of $376.1 million of common shares, preferred and common share dividends paid of $69.5 million, and payments for dividend payments on common and preferred shares, $166.4 million for net debt repayments, and an increase in bank overdraftstaxes withheld related to the settlement of $47.5the Company’s share-based compensation awards of $44.4 million.
Movement in Cashcash and Indebtednessindebtedness
Cash and cash equivalents at January 30, 2021February 3, 2024 were $1.2$1.4 billion compared to $374.5 million$1.2 billion as of February 1, 2020.January 28, 2023. The increase year over year was primarily driven by cash flow from operations partially offset by the payment of litigation charges and share repurchases, as described above. Signet has significant amounts of cash and cash equivalents invested in various ‘AAA’ rated liquiditygovernment 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.
During Fiscal 2020,As further described in Note 22 of Item 8, the Company completed a debt refinancing which included the termination and the repayment of $249.9 million of the Company’s previous credit facility and a payment of $241.5 million (including third party fees)entered into an agreement to settle of a portion of its Senior Notes, as well as entering into a new five-year asset based lending facility, which consisted of (i) a revolving credit facility in an aggregate committed amount of $1.5 billion (“ABL Revolving Facility”) and (ii) a first-in last-out term loan facility in an aggregate principal amount of $100.0 million (the “FILO Term Loan Facility” and, together withamend the ABL Revolving Facility on July 28, 2021. The amendment extended the “ABL Facility”). Refer to Note 23maturity of Item 8 for further information regarding the debt refinancing activities.

At February 1, 2020, Signet had $613.1 million of outstanding debt, comprised of $147.5 million of Senior Notes, $270.0 million on the ABL Revolving Facility $100.0 million on the FILO Term Facility,to July 28, 2026 and other loans and bank overdrafts totaling $95.6 million.
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During Fiscal 2021,allows the Company borrowed $900 million and paid down $1.17 billion, onto increase the size of the ABL Revolving Facility. BorrowingsFacility by up to $600 million.
There were made to fund short-term cash needs and as a prudent measure in response to COVID-19 to increaseno borrowings under the Company’s financial flexibility and bolster its cash position. In January 2021, the Company fully repaid the $100 million FILO Term Loan Facility. At January 30, 2021, Signet had $147.6 million of outstanding debt related to the Senior Notes.

ABL Revolving Facility during Fiscal 2024 or Fiscal 2023. The Company had stand-by letters of credit on the ABL Revolving Facility of $19.0$18.2 million as of January 30, 2021February 3, 2024 that reduced remaining borrowing availability. Available borrowingsborrowing capacity under the ABL Revolving Facility were $1.3was $1.1 billion as of February 3, 2024.
At February 3, 2024 and January 30, 2021.28, 2023, Signet had $147.8 million and $147.7 million, respectively, of outstanding debt, consisting entirely of the Senior Notes. The Senior Notes are due in June 2024 and the redemption is expected to be funded with cash on hand.
Net cash was $1.2 billion as of February 3, 2024 compared to net cash of $1.0 billion as of January 30, 2021 compared28, 2023. Refer to the Non-GAAP Measures section above for the definition of net debt of $237.0 million as of February 1, 2020.cash and reconciliation to its most comparable financial measure presented in accordance with GAAP.
As of February 3, 2024 and January 30, 2021 and February 1, 2020,28, 2023, the Company was in compliance with all debt covenants.
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Capital availability
Signet’s level of borrowings and cash balances fluctuates during the year reflecting the seasonality of its cash flow requirements and business performance. Management believes that cash balances and the committed borrowing facilities (including the ABL Facility described more fully in Note 2322 of Item 8) currently available to the business are sufficient for both its present and near-term requirements. The following table provides a summary of these items as of February 3, 2024, January 30, 2021, February 1, 202028, 2023 and February 2, 2019:January 29, 2022:
(in millions)January 30, 2021February 1, 2020February 2, 2019
Working capital (1)
$1,583.3 $1,502.2 $1,822.8 
Capitalization:
Long-term debt146.7 515.9 649.6 
Series A redeemable convertible preferred shares642.3 617.0 615.3 
Shareholder’s equity1,190.3 1,222.6 1,201.6 
Total capitalization$1,979.3 $2,355.5 $2,466.5 
Additional amounts available under credit agreements$1,320.8 $1,158.1 $685.4 

(in millions)February 3, 2024January 28, 2023January 29, 2022
Working capital (1)
$1,560.6 $1,259.0 $1,659.7 
Capitalization:
Current portion of long-term debt$147.7 $— $— 
Long-term debt 147.4 147.1 
Redeemable Series A Convertible Preference Shares655.5 653.8 652.1 
Shareholders’ equity2,166.5 1,578.6 1,564.0 
Total capitalization$2,969.7 $2,379.8 $2,363.2 
Additional amounts available under credit agreements$1,134.2 $1,406.6 $1,245.9 
(1) Includes cash and cash equivalents and current portion of long-term debt

If the excess availability under the ABL Revolving Facility falls below the threshold specified in the ABL Facility agreement, the Company will be required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00. As of January 30, 2021,February 3, 2024, the threshold related to the fixed coverage ratio was approximately $136$114 million. The ABL Facility places certain restrictions upon the Company’s ability to, among other things, incur additional indebtedness, pay dividends, grant liens and make certain loans, investments and divestitures. The ABL Facility contains customary events of default (including payment defaults, cross-defaults to certain of the Company’s other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Facility.
Credit ratings
The following table provides Signet’s credit ratings as of January 30, 2021:February 3, 2024:
Rating AgencyCorporateSenior Unsecured Notes
Standard & Poor’sB+BB-B+BB-
Moody’sBa3B2
FitchBBBBB-BB
OFF-BALANCE SHEET ARRANGEMENTS
Merchandise held on consignment
SignetThe Company held $387.4$530.3 million of consignment inventory at February 3, 2024 compared to $623.0 million at January 28, 2023, which is not recorded on the consolidated balance sheet at January 30, 2021, as compared to $625.7 million at February 1, 2020.sheets. The principal terms of the consignment agreements, which can generally be terminated by either party, are such that Signetthe Company can return any or all of the inventory to the relevant suppliersuppliers without financial or commercial penalty.
Contingent property liabilities
At January 30, 2021, approximately 17 property leases had been assigned by Signet to third parties (and remained unexpired and occupied by assignees at that date) and approximately five additional properties were sub-let at that date. Should the assignees or sub-tenants fail to fulfill any obligations in respect of those leases or any other leases which have at any other time been assigned or sub-
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let, Signet or one of its UK subsidiaries may be liable for those defaults. The number of such claims arising to date has been small,penalties and the liability, which is chargedsupplier can adjust the inventory costs prior to the consolidated statements of operations as it arises, has not been material.sale.
IMPACT OF INFLATION
The impact of inflation on Signet’s results for the past three years has not been significant apart from the impact of the commodity costs changes, and in the UK, the impact on merchandise costs due to the currency translation of the British pound against the US dollar.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting policies covering areas of greater complexity that are subject to the exercise of judgment due to the reliance on key estimates are listed below. A comprehensive listing of Signet’s significant accounting policies is set forth in Note 1 of the consolidated financial statements in Item 8.
Revenue recognition for extended service plans and lifetime warranty agreements (“ESP”)
The Company recognizes revenue related to ESP sales in proportion to when the expected costs will be incurred. The deferral periodperiods for ESP sales isare determined from patterns of claims costs, including estimates of future claims costs expected to be incurred. Management reviews the trends in historical claims to assess whether changes are required to the revenue and cost recognition rates utilized. A significant change in estimates related to the time period or pattern in which warranty-related costs are expected to be incurred could materially impact revenues. All direct costs associated with the sale of thesethe ESP plans are deferred and amortized in proportion to the revenue recognized and disclosed as either other current assets or other assets in the consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees. Amortization of deferred ESP selling costs is included within selling, general and administrative expensesSG&A in the consolidated statements of operations.
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The North America reportable segment sells ESP, subject to certain conditions, to perform repair work over the life of the product. Customers generally pay for ESP at the store or online at the time of merchandise sale. Revenue from the sale of the lifetime ESP is recognized consistent with the estimated patternpatterns of claim costs expected to be incurred by the Company in connection with performing under the ESP obligations. Lifetime ESP revenue is deferred and recognized over a maximum of 1713 years after the sale of the warranty contract. Although claims experience varies between the Company’s national banners, thereby resulting in different recognition rates, approximately 55%60% to 65% of revenue is recognized within the first two years on a weighted average basis. Management estimates that a 1% change in the recognition rates between years for ESP sales, based on the level of ESP plans sold in Fiscal 2024 and assuming no change in the life over which the Company is expected to fulfill its obligations under the warranty, would impact revenue recognized on current year ESA plan sales by approximately $5 million.
As noted above, the Company utilizes historical claims data to estimate the expected future patterns of claims cost and the related revenue recognition rates utilized. These claims patterns are subject to change based primarily on revisions to the Company’s ESP product offerings and changes in customer behavior over time. The Company refreshes its analysis of the claims pattern on at least an annual basis, or more often if circumstances dictate such a review is required (such as occurred as a result of the disruption from COVID-19). A significant change in either the overall claims pattern or the life over which the Company is expected to fulfill its obligation under the warranty could result in material change to revenues.
Goodwill and intangibles
In a business combination, the Company estimates and records the fair value of all assets acquired and liabilities assumed, including identifiable intangible assets and liabilities. The fair value of these intangible assets and liabilities is estimated based on management’s assessment, including selection of appropriate valuation techniques, inputs and assumptions in the determination of fair value. Significant estimates in valuing intangible assets and liabilities acquired include, but are not limited to, future expected cash flows associated with the acquired asset or liability, expected life and discount rates. The excess purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. Goodwill is recorded by the Company’s reporting units based on the acquisitions made by each.
Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually.annually as of the end of the fourth reporting period, with the exception of newly acquired reporting units which are completed no later than twelve months after the date of acquisition. Additionally, if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value, the Company would evaluate the reporting unit or asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other indefinite-lived intangible assets with its fair value. When the carrying amount of the reporting unit or other intangible assets exceeds its fair value, an impairment charge is recorded.
The impairment test for goodwill involves estimating the fair value of the reporting unit through either estimated discounted future cash flows or market-based methodologies. The impairment test for other indefinite-lived intangible assets involves estimating the fair value of the asset, which is typically performed using the relief from royalty method for indefinite-lived trade names.
The fair value methodologies used byDue to various impacts of the current market conditions on key inputs and assumptions, such as rising interest rates and the sustained inflationary pressure on consumers’ discretionary spending, the Company determined that quantitative impairment assessments were required for the Diamonds Direct and Digital Banners reporting units as well as the indefinite-lived intangible assets assigned to those reporting units as of the annual impairment testing date during the second quarter of Fiscal 2024. As part of the assessments, it was determined that an increase in testing goodwillthe discount rates was required to reflect the rising interest rates due to current market conditions. This higher discount rate, in conjunction with revised cash flow projections associated with the impact of the decline in consumer trends relative to engagement related purchases expected in Fiscal 2024, resulted in lower than previously projected discounted future cash flows for the reporting units and indefinite-lived intangible assets includewhich negatively affected the valuation compared to previous valuations.
Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required as the estimated fair value of the Digital Banners reporting unit as well as the James Allen trade name substantially exceeded their respective carrying values. Due to the recent acquisition of the Blue Nile trade name, the carrying value of $96 million approximated its estimated fair value as of the annual impairment testing date and no impairment was required. For the Diamonds Direct reporting unit, as well as its related trade name, the estimated fair values exceeded their carrying values by approximately 13% and 6%, respectively.
Due to a lower than expected sales during the fourth quarter of Fiscal 2024, combined with softening of sales expected in Fiscal 2025, the Company determined that an interim quantitative impairment assessment was required for the Blue Nile indefinite-lived intangible trade name asset as of the end of Fiscal 2024. As a result of this interim quantitative impairment assessment of the Blue Nile trade name, the carrying value of $96 million continues to approximate its estimated fair value and thus no impairment was required.
The Company noted that an increase in the discount rate and/or a further softening of sales and operating income trends for the Diamonds Direct reporting unit and related trade name as well as the Blue Nile trade name, could result in a decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges. For
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instance, an increase in the discount rate of 0.5%, assuming no other changes to assumptions, would result in an impairment charge of approximately $5 million on the Blue Nile trade name.
The Company will continue to monitor events or circumstances that could trigger the need for an interim impairment test in Fiscal 2025. The Company believes that the estimates and assumptions related to sales and operating income trends, discount rates, royalty rates and other assumptions that are judgmental in nature. If futurereasonable, but they are subject to change from period to period. Future economic conditions are different thanor operating performance, such as declines in sales or increases in discount rates, could differ from those projected by management in its most recent impairment tests for goodwill and indefinite-lived intangible assets, including goodwill. This could impact our estimates of fair values and may result in future material impairment charges may be required.charges. See Note 18 of Item 8 for further details.
Long-lived assets
Long-lived assets of the Company consist primarily of property and equipment, definite-lived intangible assets and operating lease right-of-use (“ROU”("ROU") assets. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Potentially impaired assets or asset groups are identified by reviewing the undiscounted cash flows of individual stores. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the store asset group, based on the
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Company’s internal business plans. If the undiscounted cash flow for the store asset group is less than its carrying amount, the long-lived assets are measured for potential impairment by estimating the fair value of the asset group, and recording an impairment loss for the amount that the carrying value exceeds the estimated fair value. The Company primarily utilizes primarily the replacement cost method to estimate the fair value of its property and equipment, and the income capitalization method to estimate the fair value of its ROU assets, which incorporates historical store level sales, internal business plans, real estate market capitalization and rental rates, and discount rates.
The valuationuncertainty of the current macroeconomic environment on the Company’s long-lived assetsbusiness could becontinue to further negatively impacted by unfavorableaffect the operating performance and cash flows of the Company’spreviously impaired stores or additional stores, including a slower than anticipated re-openingthe impacts of the stores as a result of COVID-19, lower than anticipated consumer traffic,inflation, continued changes in consumer behavior and shifts in discretionary spending, the Company’sinability to achieve or maintain cost savings initiatives included in the business plans, changes in real estate strategy or other macroeconomic factors which influence consumer behavior. In addition, key business initiatives. Key assumptions used to estimate fair value, such as sales trends, market capitalization and market rental rates, and discount rates could impact the fair value estimates of the storestore-level assets in future periods.
Income taxes
Income taxes are accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when it is more likely than not that all or a portion of the deferred tax assets will not be realized, based on management’s evaluation of all available evidence, both positive and negative, including reversals of deferred tax liabilities, projected future taxable income and results of recent operations. The Company recordedhas a valuation allowance of $83.9$18.3 million and $38.4$19.0 million, as of February 3, 2024 and January 30, 2021 and February 1, 2020,28, 2023, respectively, due to uncertainties related to the Company’s ability to utilize certain of its deferred tax assets, primarily consisting of net operating losses foreign tax credits and capital losses carried forward.
The annual effective tax rate is based on annual income, statutory tax rates and tax planning strategies available in the various jurisdictions in which the Company operates. The Company does not recognize tax benefits related to positions taken on certain tax matters unless the position is more likely than not to be sustained upon examination by tax authorities. At any point in time, various tax years are subject to or are in the process of being audited by various taxing authorities. The Company records a reserve for uncertain tax positions, including interest and penalties. To the extent that management’s estimates of settlements change, or the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. See Note 11 in10 of Item 8 for additional information regarding deferred tax assets and unrecognized tax benefits.
Leases
On February 3, 2019, the Company adopted ASU No. 2016-02 Leases (Topic 842) and related updates (“ASC 842”) using the optional transition method to recognize a cumulative-effect adjustment to the opening balance of retained earnings. The impact of the optional transition method was deemed immaterial upon adoption of ASC 842. As part of the adoption of ASC 842, the Company utilized the practical expedient relief package, as well as the short-term leases and portfolio approach practical expedients. ASC 842 allows a lessee, as an accounting policy election by class of underlying asset, to choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. We have elected this practical expedient as presented in ASC 842, and do not separate non-lease components for all underlying asset classes. Financial results included in the Company’s consolidated financial statements for Fiscal 2021 and Fiscal 2020 are presented under ASC 842, while Fiscal 2019 is presented under the previous accounting standard, ASC 840.
Signet occupies certain properties and holds machinery and vehicles under operating leases. Signet determines if an arrangement is a lease at the agreement’s inception. Certain operating leases include predetermined rent increases, which are charged to store occupancy costs within cost of sales on a straight-line basis over the lease term, including any construction period or other rental holiday. Other variable amounts paid under operating leases, such as taxes and common area maintenance, are charged to selling, general and administrative expenses as incurred. Premiums paid to acquire short-term leasehold properties and inducements to enter into a lease are recognized on a straight-line basis over the lease term. In addition, certain leases provide for contingent rent based on a percentage of sales in excess of a predetermined level. Further, certain leases provide for variable rent increases based on indexes specified within the lease agreement. The variable increases based on an index are initially measured as part of the operating lease liability using the index at the commencement date. Contingent rent and subsequent changes to variable increases based on indexes will be recognized in the variable lease cost and included in the determination of total lease cost when it is probable that the expense has been incurred and the amount is reasonably estimable. Operating leases are included in operating lease ROU assets and current and non-current operating lease liabilities in the Company’s consolidated balance sheets.
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ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the lease commencement date, based primarily on the underlying lease term, in measuring the present value of lease payments. Lease terms, which include the period of the lease that cannot be canceled, may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The operating lease ROU asset may also include initial direct costs, prepaid and/or accrued lease payments and the unamortized balance of lease incentives received. ROU assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with the Company’s long-lived asset impairment assessment policy.
Payments arising from operating lease activity, as well as variable and short-term lease payments not included within the operating lease liability, are included as operating activities on the Company’s consolidated statement of cash flows. Operating lease payments representing costs to ready an asset for its intended use (i.e. leasehold improvements) are represented within investing activities within the Company’s consolidated statements of cash flows.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
The Company and certain of its subsidiaries, which are listed on Exhibit 22.1 to this Annual Report on Form 10-K, have guaranteed obligations under the 4.70% senior unsecured notes due in 2024 (the “Senior Notes”).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 7 of Item 8) and Common Shares.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(the “Parent”) of the Issuer, and certain of its subsidiary guarantors (each, a “Guarantor” and collectively, the “Guarantors”).
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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.
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 U.S.US federal bankruptcy law and comparable provisions of U.S.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 GuarantorGuarantors 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.

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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)February 3, 2024January 28, 2023
Total current assets$3,492.6 $3,225.3 
Total non-current assets1,959.2 2,056.3 
Total current liabilities2,493.4 2,555.5 
Total non-current liabilities3,033.6 3,192.3 
Redeemable preferred shares655.5 653.8 
Total due from Non-Guarantors (1)
521.3 425.1 
Total due to Non-Guarantors (1)
1,923.2 1,798.3 
Summarized Balance Sheets
(in millions)January 30, 2021February 1, 2020
Total current assets$3,799.6 $3,421.6 
Total non-current assets2,475.9 3,009.7 
Total current liabilities2,357.1 2,119.2 
Total non-current liabilities3,578.7 4,054.9 
Redeemable preferred shares642.3 617.0 
Total due from Non-Guarantors (1)
395.9 573.2 
Total due to Non-Guarantors (1)
1,695.0 1,825.8 
(1)    Amounts included in asset and liability subtotals above.
Summarized Statements of Operations
(in millions)Fiscal 2021Fiscal 2020
Sales$4,894.8 $5,656.3 
Gross margin1,681.7 2,061.2 
Income (loss) before income taxes (2)
161.1 1,437.8 
Net income (loss) (2)
240.1 1,416.2 
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Summarized Statements of Operations
(in millions)Fiscal 2024Fiscal 2023
Sales$6,048.8 $6,705.7 
Gross margin2,539.9 2,786.0 
Income before income taxes (2)
991.5 546.0 
Net income (2)
914.1 490.1 
(2)    Includes net income from intercompany transactions with Non-Guarantors of $231.2$311.6 million for Fiscal 2021,2024, and net income of $1.4 billion$128.3 million for Fiscal 2020.2023. Intercompany transactions primarily include intercompany dividends and interest.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Signet is exposed to market risk arising from fluctuations in foreign currency exchange rates, interest rates and precious metal prices, which could affect its consolidated financial position, earnings and cash flows. Signet monitors and manages these market exposures as a fundamental part of its overall risk management program, which recognizes the volatility of financial markets and seeks to reduce the potentially adverse effects of this volatility on Signet’s operating results. Signet manages its exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Signet uses derivative financial instruments as risk management tools and not for trading purposes.
As certaina portion of the International reportable segment’s purchases are denominated in US dollars and its net cash flows are in British pounds, Signet’s policy is to enter into forward foreign currency exchange contracts and foreign currency swaps to manage the exposure to the US dollar. Signet also hedgesmay enter into derivative transactions to hedge a significant portion of forecasted merchandise purchases using commodity forward purchase contracts, options, and net zero premium collar arrangements.arrangements, or some combination thereof. Additionally, the North America reportable segment occasionally enters into forward foreign currency exchange contracts to manage the currency fluctuations associated with purchases for the Company’s Canadian operations. These contracts are entered into with large, reputable financial institutions, thereby minimizing the credit exposure from the Company’s counterparties.
Signet has significant amounts of cash and cash equivalents invested at several financial institutions. The amount invested at each financial institution takes into account the long-term credit rating and size of the financial institution. The interest rates earned on cash and cash equivalents will fluctuate in line with short-term interest rates.
MARKET RISK MANAGEMENT POLICY
A committeeThe Finance Committee of the Board is responsible for the implementation ofmonitoring market and liquidity risk management policies within the Company’s treasury policies and guidelines framework, which are deemed to be appropriate by the Board for the management of market risk.
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Signet’s exposure to market risk is managed by Signet’s Treasury Committee.senior management. Where deemed necessary to achieve the objective of reducing market risk volatility on Signet’s operating results, certain derivative instruments are entered into after review and approval by the Treasury Committee.Company’s Chief Financial Officer (“CFO”). Signet uses derivative financial instruments for risk management purposes only.
A description of Signet’s accounting policies for derivative instruments is included in Note 1 of Item 8. Signet’s current portfolio of derivative financial instruments consists entirely of forward foreign currency exchange contracts and commodity forward purchase contracts, options and net zero premium collar arrangements. contracts.An analysis quantifying the fair value change in derivative financial instruments held by Signet to manage its exposure to foreign exchange rates and commodity prices is detailed in Note 20 of Item 8.
Foreign Currency Exchange Rate Risk
Approximately 89%91% of Signet’s total assets were held in entities whose functional currency is the US dollar at January 30, 2021February 3, 2024 and the Company generated approximately 90%91% of its sales in US dollars in Fiscal 2021. All remaining2024. Remaining assets and sales are primarily in British pounds and Canadian dollars.
In translating the results of the International reportable segment and the Canadian subsidiary of the North America reportable segment, Signet’s results are subject to fluctuations in the exchange rates between the US dollar and both the British pound and Canadian dollar. Any depreciation in the weighted average value of the US dollar against the British pound or Canadian dollar could increase reported revenues and operating profit and any appreciation in the weighted average value of the US dollar against the British pound or Canadian dollar could decrease reported revenues and operating profit.
The International reportable segment buys certain products and materials on international markets that are priced in US dollars, and therefore has an exposure to exchange rates on the cost of goods sold. Signet uses certain derivative financial instruments to hedge a portion of this exposure within treasury guidelines and approved by the Board.Signet CFO. In Fiscal 2021,2024, approximately 35%32% of the International reportable segment’s goods purchased were transacted in US dollars (Fiscal 2020: 27%2023: 32%).
Signet holds a fluctuating amount of British pounds reflecting the cash generating characteristics of the International reportable segment. Signet’s objective is to minimize net foreign exchange exposure to the consolidated statements of operations on British pound denominated items through managing this level of cash, British pound denominated intercompany balances and US dollar to
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British pound swaps. In order to manage the foreign exchange exposure and minimize the level of British pound cash held by Signet, the British pound denominated subsidiaries periodically pay dividends as needed to their immediate holding companies and excess British pounds are sold in exchange for US dollars.
Commodity Price Risk
Signet’s results are subject to fluctuations in the cost of diamonds, gold and certain other precious metals which are key raw material components of the products sold by Signet.
ItWhen deemed appropriate by management, it is Signet’s policy to minimize the impact of precious metal commodity price volatility on operating results through the use of commodity forward purchase contracts, or by entering into either purchase options or net zero premium collar arrangements, within treasury guidelines and approved by the Board.Signet CFO. It is not possible to hedge against fluctuations in the cost of diamonds.
Interest Rate Risk
Signet’s interest income and expense is exposed to volatility in interest rates. This exposure is driven by both the currency denomination of the cash or debt, the mix of fixed and floating rate debt used, the type of cash investments and the total amount of cash and debt outstanding. As of January 30, 2021,February 3, 2024, a hypothetical 100 basis point increase in interest rates would result in no additional annual interest expense since all of the Company’s variable rate debt has been repaid.
Sensitivity Analysis
Management has used a sensitivity analysis technique that measures the change in the fair value of Signet’s financial instruments from hypothetical changes in market rates as shown in the table below.
Fair value gains (losses) arising from:
(in millions)(in millions)Fair Value January 30, 202110%
depreciation 
of
$ against £
10%
depreciation 
of
$ against C$
10%
depreciation 
of
gold prices
Fair Value February 1, 2020
(in millions)
(in millions)Fair Value February 3, 202410%
depreciation 
of
$ against £
10%
depreciation 
of
$ against C$
Fair Value January 28, 2023
Foreign exchange contractsForeign exchange contracts$(0.2)$8.6 $0.9 $— $(0.3)
Commodity contracts(0.1)— — (0.1)11.8 
The amounts generated from the sensitivity analysis quantify the impact of market risk assuming that certain adverse market conditions, specified in the table above, occur. They are not forward-looking estimates of market risk. Actual results in the future are likely to differ materially from those projected due to changes in the portfolio of financial instruments held and actual developments in the global financial markets.
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Any changes in the portfolio of financial instruments held and developments in the global financial markets may cause fluctuations in interest rates, exchange rates and precious metal prices to exceed the hypothetical amounts disclosed in the table above. The sensitivity scenarios are intended to allow an expected risk measure to be applied to the scenarios, as opposed to the scenarios themselves being an indicator of the maximum expected risk.
The fair value of derivative financial instruments is determined based on market value equivalents at period end, taking into account the current foreign currency forward rates or current commodity forward rates.
The estimated changes in the fair value for foreign exchange rates are based on a 10% depreciation of the US dollar against British pound and Canadian dollar from the levels applicable at January 30, 2021February 3, 2024 with all other variables remaining constant. There were no foreign exchange contracts outstanding in other foreign currencies as of February 3, 2024.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Signet Jewelers Limited:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Signet Jewelers Limited and subsidiaries (the Company) as of February 3, 2024 and January 30, 2021 and February 1, 2020,28, 2023, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity for the 53 week period ended February 3, 2024 and the 52 week periods ended January 30, 2021, February 1, 2020,28, 2023 and February 2, 2019,January 29, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of January 30, 2021,February 3, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2024 and January 30, 2021 and February 1, 2020,28, 2023, and the results of its operations and its cash flows for the 53 week period ended February 3, 2024 and the 52 week periods ended January 30, 2021, February 1, 2020,28, 2023 and February 2, 2019,January 29, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2021February 3, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Change in Accounting Principle

As described in Note 17 to the consolidated financial statements, the Company has changed its method of accounting for leases effective February 3, 2019 due to the adoption of ASU No. 2016‑02, Leases (Topic 842).

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
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prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit MattersMatter

The critical audit mattersmatter communicated below are mattersis a matter arising from the current-periodcurrent period audit of the consolidated financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.

Impairment of store level right‑of‑use assets

As discussed in Note 16 to the consolidated financial statements, the Company performs an impairment review whenever events or circumstances indicate that the carrying amount of the asset group may not be recoverable using the estimated undiscounted cash flows expected to be generated by the asset group, which is at the individual store level. If the undiscounted cash flows are less than the asset’s carrying amount, the long‑lived assets are measured for potential impairment by estimating the fair value of the assets in the group and recording an impairment loss for the amount that the carrying value exceeds the estimated fair value. Operating right-of-use assets were $1,362.2 million as of January 30, 2021. Due to the various impacts of COVID‑19, including the temporary closure of all the Company’s stores and real estate assessments that included store closure decisions, the Company recognized pre‑tax impairment charges for right‑of‑use assets of $36.9 million in fiscal 2021.

We identified the evaluation of the impairment of store level right‑of‑use assets as a critical audit matter. Subjective auditor judgment was required to evaluate forecasted cash flows expected to be generated by the asset groups. Specifically, evaluating forecasted revenue growth rates used in determining the undiscounted cash flows of the asset groups involved a high degree of subjective auditor judgment due the effects of COVID‑19. The evaluation of the estimated fair value of the asset group, when required, also involved a high degree of subjective auditor judgment. Specifically, the determination of the fair value of right‑of‑use assets includes use of estimated market rent that required involvement of valuation professionals with specialized skills and knowledge to evaluate.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s impairment analyses, including controls related to the development of forecasted revenue growth rates and estimated market rent. We compared the Company’s historical revenue projections to actual results to assess the Company’s ability to accurately forecast revenues based on the internal business plan for the asset group. We assessed the Company’s assumptions related to forecasted revenue growth rates by comparing them to historical results. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the methodology and market rent assumption used to determine the fair value of certain right‑of‑use assets by comparing management’s estimate to independently developed market rental ranges from market data for comparable properties.

Indefinite‑lived asset impairment

As discussed in Note 18 to the consolidated financial statements, the Company had intangible assets of $179.0 million as of January 30, 2021, which included the Zales Jewelers tradename. Indefinite‑lived intangible assets are evaluated for impairment annually and if events or conditions indicate the carrying value of the asset may be greater than its fair value. Due to the impacts of COVID‑19 to the Company’s business during the quarter ended May 2, 2020, the Company determined a triggering event had occurred that required an interim impairment assessment of its indefinite‑lived intangible assets. The Company used the relief‑from‑royalty method to estimate the fair value of indefinite‑lived intangible assets. As a result of the impairment assessment, the Company recorded an impairment charge of $83.3 million within its North America segment, which includes the Zales Jewelers tradename.

We identified the evaluation of the impairment of the Zales Jewelers tradename during the quarter ended May 2, 2020 as a critical audit matter. Subjective auditor judgment was required to evaluate forecasted revenues, royalty rate, and company specific risk premium assumptions used to develop the discount rate and estimate the fair value of the Zales Jewelers tradename. Changes to these assumptions could substantially impact the amount of the impairment charge. This increased the need for subjective auditor judgment in evaluating these assumptions underlying the estimate.
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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s impairment process, including controls related to the development of forecasted revenues, royalty rate, and company specific risk premium assumptions used to develop the discount rate and estimate the fair value of the Zales Jewelers tradename. We compared the Company’s historical revenue projections to actual results to assess the Company’s ability to accurately forecast revenues. We assessed the Company’s assumptions related to forecasted revenues by comparing them to historical results. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the royalty rate by comparing it to a range that was independently developed using publicly available data. The valuation professionals also tested the company specific risk premium used to develop the discount rate by performing benchmarking analyses using publicly available data from peer companies.

Evaluation of revenueRevenue recognition related to extended service plans

As discussed in Note 3 to the consolidated financial statements, the Company recognized revenue related to the extended service plans (“ESP”)(ESP) of $505.6 million, which included revenue related to lifetime ESP. Lifetime ESP revenue is recognized in proportion to when the expected costs will be incurred. To determine the amount of revenue to recognize, the Company estimates the deferral periodperiods and patternpatterns of future claims costs. As a result of the COVID‑19 pandemic, the recognition of ESP revenue was impacted by the temporary closing and subsequent reopening of stores in fiscal 2021.

We identified the evaluation of revenue recognition related to lifetime ESP as a critical audit matter. Subjective auditor judgment was required to evaluate the estimated deferral periodperiods and patterns of future claims costs used to recognize lifetime ESP revenue, because a change in these estimates could substantially impact revenues, which included assessing the aging ofhistorical claims trends by year of contract sale and estimates of future claims.claims, because a change in these estimates could materially impact revenues. In addition, valuation professionals with specialized skills and knowledge were required to evaluate the Company’s models used to estimate the deferral periods and patterns of future claims costs.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including controls related to the development of assumptions used to estimate the deferral periodperiods and patterns of future claims costs. We evaluated the historical claimclaims trends used by the Company in estimating the future claims costs on a sample basis by selecting claims and tracing them back to the original proof of sale. We tested the Company’s assumption related to the deferral period in which the claims are expected to be incurred by comparing it to the current aging of claim costs incurred by year of contract sale, including estimated future claims. We tested the Company’s assumption that historical claim trends are representative of future claims costs by comparing the pattern and volume of claims incurred from recent claims history to the current pattern in use and volume of claims incurred. We assessed the calculations used by the Company to determine lifetime ESP revenue recognized for consistency with the estimated deferral periodperiods and patterns of future claim costs. We involved valuation professionals with specialized skills and knowledge, who assisted by evaluating the Company’s models used to develop the deferral periods and patterns of future claims costs by (1) developing parallel models to estimate the deferral periods and patterns of future claims costs, and (2) comparing the results to the Company’s estimated deferral periods and patterns of future claims costs.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.
Cleveland, Ohio
March 18, 202120, 2024
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SIGNET JEWELERS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)(in millions, except per share amounts)Fiscal 2021Fiscal 2020Fiscal 2019Notes(in millions, except per share amounts)Fiscal 2024Fiscal 2023Fiscal 2022Notes
SalesSales$5,226.9 $6,137.1 $6,247.1 3Sales$7,171.1 $$7,842.1 $$7,826.0 33
Cost of salesCost of sales(3,493.0)(3,904.2)(4,024.1)
Restructuring charges - cost of sales(1.4)(9.2)(62.2)6
Gross margin
Gross margin
Gross marginGross margin1,732.5 2,223.7 2,160.8 
Selling, general and administrative expensesSelling, general and administrative expenses(1,587.4)(1,918.2)(1,985.1)
Credit transaction, net0 (167.4)4
Restructuring charges(46.2)(69.9)(63.7)6
Asset impairments(159.0)(47.7)(735.4)16
Other operating income (loss)2.4 (29.6)26.2 12
Operating income (loss)(57.7)158.3 (764.6)5
Interest expense, net(32.0)(35.6)(39.7)
Other non-operating income, net0 7.0 1.7 
Income (loss) before income taxes(89.7)129.7 (802.6)
Selling, general and administrative expenses
Selling, general and administrative expenses
Asset impairments, net
Asset impairments, net
Asset impairments, net(9.1)(22.7)(1.5)16
Other operating income (expense), netOther operating income (expense), net2.9 (209.9)11.8 11
Operating incomeOperating income621.5 604.9 903.4 5
Interest income (expense), net
Other non-operating expense, net
Other non-operating expense, net
Other non-operating expense, net(0.4)(140.2)(2.1)11
Income before income taxes
Income taxesIncome taxes74.5 (24.2)145.2 11
Net income (loss)(15.2)105.5 (657.4)
Income taxes
Income taxes170.6 (74.5)(114.5)10
Net income
Dividends on redeemable convertible preferred sharesDividends on redeemable convertible preferred shares(33.5)(32.9)(32.9)8
Net income (loss) attributable to common shareholders$(48.7)$72.6 $(690.3)
Dividends on redeemable convertible preferred shares
Dividends on redeemable convertible preferred shares(34.5)(34.5)(34.5)7
Net income attributable to common shareholders
Earnings (loss) per common share:
Earnings per common share:
Earnings per common share:
Earnings per common share:
Basic
Basic
BasicBasic$(0.94)$1.40 $(12.62)9$17.28 $$7.34 $$14.01 88
DilutedDiluted$(0.94)$1.40 $(12.62)9Diluted$15.01 $$6.64 $$12.22 88
Weighted average common shares outstanding:Weighted average common shares outstanding:
BasicBasic52.0 51.7 54.7 9
Basic
Basic44.9 46.6 52.5 8
DilutedDiluted52.0 51.8 54.7 9Diluted54.0 56.7 56.7 63.0 63.0 88
The accompanying notes are an integral part of these consolidated financial statements.
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SIGNET JEWELERS LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal 2021Fiscal 2020Fiscal 2019
(in millions)Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Net income (loss)$(15.2)$105.5 $(657.4)
Other comprehensive income (loss):
Foreign currency translation adjustments$11.2 $0 $11.2 $(1.7)$$(1.7)$(35.9)$$(35.9)
Available-for-sale securities:
Unrealized gain (loss)0.2 0 0.2 (0.2)(0.2)0.6 (0.2)0.4 
Reclassification adjustment for (gains) losses to net income0 0 0 1.0 1.0 
Impact from adoption of new accounting
pronouncements
(1)
0 0 0 (1.1)0.3 (0.8)
Cash flow hedges:
Unrealized gain (loss)(1.0)0.2 (0.8)14.8 (3.6)11.2 6.2 (1.4)4.8 
Reclassification adjustment for (gains) losses to net income(16.8)4.2 (12.6)(3.4)0.7 (2.7)(2.1)0.6 (1.5)
Pension plan:
Actuarial gain (loss)5.4 (1.0)4.4 0.5 (0.1)0.4 (4.1)0.7 (3.4)
Reclassification adjustment to net income for amortization of actuarial (gains) losses1.0 (0.2)0.8 1.2 (0.2)1.0 0.9 (0.2)0.7 
Prior service costs0 0 0 (8.1)1.6 (6.5)
Reclassification adjustment to net income for amortization of net prior service credits0.1 0 0.1 0 
Total other comprehensive income (loss)$0.1 $3.2 $3.3 $12.2 $(3.2)$9.0 $(43.6)$1.4 $(42.2)
Total comprehensive income (loss)$(11.9)$114.5 $(699.6)
(1)    Adjustment reflects the reclassification of unrealized gains related to the Company’s available-for-sale equity securities as of February 3, 2018 from AOCI into retained earnings associated with the adoption of ASU 2016-01.
Fiscal 2024Fiscal 2023Fiscal 2022
(in millions)Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Net income$810.4 $376.7 $769.9 
Other comprehensive income (loss):
Foreign currency translation adjustments$3.2 $ $3.2 $(24.1)$— $(24.1)$(5.4)$— $(5.4)
Available-for-sale securities:
Unrealized loss   (0.4)— (0.4)(0.3)— (0.3)
Cash flow hedges:
Unrealized (loss) gain(0.2)0.1 (0.1)1.8 (0.3)1.5 0.6 — 0.6 
Reclassification adjustment for (gains) losses to earnings(0.5)0.2 (0.3)(1.7)0.3 (1.4)1.0 (0.3)0.7 
Pension plan:
Actuarial loss   (0.5)0.1 (0.4)(71.4)13.5 (57.9)
Reclassification adjustment for amortization of actuarial losses to earnings   3.5 (0.7)2.8 2.1 (0.3)1.8 
Reclassification adjustment for amortization of net prior service costs to earnings   0.3  0.3 0.1 — 0.1 
Reclassification adjustment for pension settlement loss to earnings0.2 (4.1)(3.9)133.7 (25.3)108.4 — — — 
Total other comprehensive income (loss)$2.7 $(3.8)$(1.1)$112.6 $(25.9)$86.7 $(73.3)$12.9 $(60.4)
Total comprehensive income$809.3 $463.4 $709.5 
The accompanying notes are an integral part of these consolidated financial statements.
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SIGNET JEWELERS LIMITED
CONSOLIDATED BALANCE SHEETS
(in millions, except par value per share amount)(in millions, except par value per share amount)January 30, 2021February 1, 2020Notes(in millions, except par value per share amount)February 3, 2024January 28, 2023Notes
AssetsAssets
Current assets:Current assets:
Current assets:
Current assets:
Cash and cash equivalentsCash and cash equivalents$1,172.5 $374.5 1
Accounts receivable, net88.7 38.8 13
Cash and cash equivalents
Cash and cash equivalents$1,378.7 $1,166.8 1
Accounts receivableAccounts receivable9.4 14.5 13
Other current assetsOther current assets236.6 403.5 
Income taxesIncome taxes51.7 6.3 
Inventories, net2,032.5 2,331.7 14
Income taxes
Income taxes
Inventories
Inventories
Inventories1,936.6 2,150.3 14
Total current assetsTotal current assets3,582.0 3,154.8 
Non-current assets:Non-current assets:
Non-current assets:
Non-current assets:
Property, plant and equipment, net
Property, plant and equipment, net
Property, plant and equipment, netProperty, plant and equipment, net605.5 741.9 15497.7 586.5 586.5 1515
Operating lease right-of-use assetsOperating lease right-of-use assets1,362.2 1,683.3 17Operating lease right-of-use assets1,001.8 1,049.3 1,049.3 1717
GoodwillGoodwill238.0 248.8 18Goodwill754.5 751.7 751.7 1818
Intangible assets, netIntangible assets, net179.0 263.8 18Intangible assets, net402.8 407.4 407.4 1818
Other assetsOther assets195.8 201.8 
Deferred tax assetsDeferred tax assets16.4 4.7 11
Deferred tax assets
Deferred tax assets300.5 36.7 10
Total assetsTotal assets$6,178.9 $6,299.1 
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equityLiabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Current liabilities:Current liabilities:
Loans and overdrafts$0 $95.6 23
Current liabilities:
Current liabilities:
Current portion of long-term debt
Current portion of long-term debt
Current portion of long-term debt$147.7 $— 22
Accounts payableAccounts payable812.6 227.9 
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities494.1 697.0 24400.2 638.7 638.7 2323
Deferred revenueDeferred revenue288.7 266.2 3Deferred revenue362.9 369.5 369.5 33
Operating lease liabilitiesOperating lease liabilities377.3 338.2 17Operating lease liabilities260.3 288.2 288.2 1717
Income taxesIncome taxes26.0 27.7 
Total current liabilitiesTotal current liabilities1,998.7 1,652.6 
Total current liabilities
Total current liabilities
Non-current liabilities:Non-current liabilities:
Non-current liabilities:
Non-current liabilities:
Long-term debt
Long-term debt
Long-term debtLong-term debt146.7 515.9 23 147.4 147.4 2222
Operating lease liabilitiesOperating lease liabilities1,147.3 1,437.7 17Operating lease liabilities835.7 894.7 894.7 1717
Other liabilitiesOther liabilities111.1 116.6 25Other liabilities96.0 100.1 100.1 2424
Deferred revenueDeferred revenue783.3 731.5 3Deferred revenue881.8 880.1 880.1 33
Deferred tax liabilitiesDeferred tax liabilities159.2 5.2 11Deferred tax liabilities201.7 117.6 117.6 1010
Total liabilitiesTotal liabilities4,346.3 4,459.5 
Commitments and contingenciesCommitments and contingencies0027
Series A redeemable convertible preferred shares of $0.01 par value: 500 shares authorized, 0.625 shares outstanding642.3 617.0 7
Commitments and contingencies
Commitments and contingencies28
Redeemable Series A Convertible Preference Shares $0.01 par value: 500 shares authorized, 0.625 shares outstandingRedeemable Series A Convertible Preference Shares $0.01 par value: 500 shares authorized, 0.625 shares outstanding655.5 653.8 6
Shareholders’ equity:Shareholders’ equity:
Common shares of $0.18 par value: authorized 500 shares, 52.3 shares outstanding
(2020: 52.3 shares outstanding)
12.6 12.6 8
Common shares of $0.18 par value: authorized 500 shares, 44.2 shares outstanding
(2023: 44.9 shares outstanding)
Common shares of $0.18 par value: authorized 500 shares, 44.2 shares outstanding
(2023: 44.9 shares outstanding)
Common shares of $0.18 par value: authorized 500 shares, 44.2 shares outstanding
(2023: 44.9 shares outstanding)
12.6 12.6 7
Additional paid-in capitalAdditional paid-in capital258.8 245.4 
Other reservesOther reserves0.4 0.4 
Treasury shares at cost: 17.7 shares (2020: 17.7 shares)(980.2)(984.9)8
Other reserves
Other reserves
Treasury shares at cost: 25.8 shares (2023: 25.1 shares)
Treasury shares at cost: 25.8 shares (2023: 25.1 shares)
Treasury shares at cost: 25.8 shares (2023: 25.1 shares)(1,646.9)(1,574.7)7
Retained earningsRetained earnings2,189.2 2,242.9 
Accumulated other comprehensive loss
Accumulated other comprehensive loss
Accumulated other comprehensive lossAccumulated other comprehensive loss(290.5)(293.8)10(265.3)(264.2)(264.2)99
Total shareholders’ equityTotal shareholders’ equity1,190.3 1,222.6 
Total liabilities, redeemable convertible preferred shares and shareholders’ equityTotal liabilities, redeemable convertible preferred shares and shareholders’ equity$6,178.9 $6,299.1 
Total liabilities, redeemable convertible preferred shares and shareholders’ equity
Total liabilities, redeemable convertible preferred shares and shareholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
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SIGNET JEWELERS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Cash flows from operating activities:
Net income (loss)$(15.2)$105.5 $(657.4)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization176.0 178.0 183.6 
Amortization of unfavorable contracts(5.4)(5.5)(7.9)
Share-based compensation14.5 16.9 16.5 
Deferred taxation141.8 21.5 (105.6)
Credit transaction, net0 160.4 
Asset impairments159.0 47.7 735.4 
Restructuring charges14.7 25.9 84.9 
Net loss (gain) on extinguishment of debt0.4 (6.2)
Other non-cash movements0.3 (4.3)(3.4)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable(50.1)(15.2)45.7 
Proceeds from sale of in-house finance receivables0 445.5 
Decrease (increase) in other assets and other receivables181.9 (184.2)0.7 
Decrease (increase) in inventories308.0 48.8 (194.3)
Increase (decrease) in accounts payable577.8 77.2 (78.5)
Increase (decrease) in accrued expenses and other liabilities(185.8)232.9 55.9 
Change in operating lease assets and liabilities31.2 (9.4)
Increase in deferred revenue73.1 30.8 9.7 
Changes in income tax receivable and payable(45.5)0.6 10.9 
Pension plan contributions(4.4)(5.3)(4.4)
Net cash provided by operating activities1,372.3 555.7 697.7 
Investing activities
Purchase of property, plant and equipment(83.0)(136.3)(133.5)
Proceeds from sale of assets0 0.5 5.5 
Purchase of available-for-sale securities0 (13.3)(0.6)
Proceeds from sale of available-for-sale securities5.2 8.3 9.6 
Net cash used in investing activities(77.8)(140.8)(119.0)
Financing activities
Dividends paid on common shares(19.4)(77.4)(79.0)
Dividends paid on redeemable convertible preferred shares(7.8)(31.2)(31.2)
Repurchase of common shares0 (485.0)
Proceeds from term loans0 100.0 
Repayments of term loans(100.0)(294.9)(31.3)
Settlement of Senior Notes, including third party fees0 (241.5)
Proceeds from revolving credit facilities900.0 858.3 787.0 
Repayments of revolving credit facilities(1,170.0)(588.3)(787.0)
Payment of debt issuance costs0 (9.3)
Increase (decrease) of bank overdrafts(87.4)47.5 25.9 
Other financing activities(14.0)(0.2)(2.1)
Net cash used in financing activities(498.6)(237.0)(602.7)
Cash and cash equivalents at beginning of period374.5 195.4 225.1 
Increase (decrease) in cash and cash equivalents795.9 177.9 (24.0)
Effect of exchange rate changes on cash and cash equivalents2.1 1.2 (5.7)
Cash and cash equivalents at end of period$1,172.5 $374.5 $195.4 
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Operating activities
Net income$810.4 $376.7 $769.9 
  Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization161.9 164.5 163.5 
Amortization of unfavorable contracts(1.8)(1.8)(3.3)
Share-based compensation41.1 42.0 45.8 
Deferred taxation(180.3)(99.3)0.1 
Asset impairments, net9.1 22.7 1.5 
Pension settlement loss0.2 133.7 — 
Gain on divestitures(12.3)— — 
Other non-cash movements9.6 7.2 4.8 
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable5.1 5.5 12.4 
Proceeds from sale of in-house finance receivables — 81.3 
Other assets and other receivables(41.9)10.6 (39.9)
Inventories182.5 (16.5)198.3 
Accounts payable(134.5)(101.6)35.7 
Accrued expenses and other liabilities(251.1)120.0 (30.1)
Operating lease assets and liabilities(39.7)18.2 (64.1)
Deferred revenue(7.0)27.9 100.5 
Income tax receivable and payable(3.0)98.5 (6.7)
Pension plan contributions(1.4)(10.4)(12.4)
Net cash provided by operating activities546.9 797.9 1,257.3 
Investing activities
Purchase of property, plant and equipment(125.5)(138.9)(129.6)
Acquisitions, net of cash acquired(6.0)(391.8)(515.8)
Divestitures53.8 — — 
Other investing activities, net1.9 (14.7)2.7 
Net cash used in investing activities(75.8)(545.4)(642.7)
Financing activities
Dividends paid on common shares(39.9)(36.6)(19.0)
Dividends paid on redeemable convertible preferred shares(32.9)(32.9)(24.6)
Repurchase of common shares(139.3)(376.1)(311.8)
Payment of debt issuance costs — (3.9)
Other financing activities, net(47.6)(44.4)(7.3)
Net cash used in financing activities(259.7)(490.0)(366.6)
Cash and cash equivalents at beginning of period1,166.8 1,418.3 1,172.5 
Increase (decrease) in cash and cash equivalents211.4 (237.5)248.0 
Effect of exchange rate changes on cash and cash equivalents0.5 (14.0)(2.2)
Cash and cash equivalents at end of period$1,378.7 $1,166.8 $1,418.3 
The accompanying notes are an integral part of these consolidated financial statements.
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SIGNET JEWELERS LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)Common
shares at
par value
Additional
paid-in
capital
Other
reserves
Treasury
shares
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
shareholders’
equity
Balance at February 3, 2018$15.7 $290.2 $0.4 $(1,942.1)$4,396.2 $(260.6)$2,499.8 
Impact from adoption of new accounting pronouncements (1)
— — — — (15.7)(0.8)(16.5)
Net income (loss)— — — — (657.4)— (657.4)
Other comprehensive income (loss)— — — — — (41.4)(41.4)
Dividends on common shares— — — — (79.4)— (79.4)
Dividends on redeemable convertible preferred shares— — — — (32.9)— (32.9)
Repurchase of common shares— — — (485.0)— — (485.0)
Treasury share retirements(3.1)(58.4)— 1,391.0 (1,329.5)— 
Net settlement of equity based awards— (11.8)— 8.8 0.9 — (2.1)
Share-based compensation expense— 16.5 — — — — 16.5 
Balance at February 2, 2019$12.6 $236.5 $0.4 $(1,027.3)$2,282.2 $(302.8)$1,201.6 
Net income (loss)— — — — 105.5 — 105.5 
Other comprehensive income (loss)— — — — — 9.0 9.0 
Dividends on common shares— — — — (77.4)— (77.4)
Dividends on redeemable convertible preferred shares— — — — (32.9)— (32.9)
Net settlement of equity based awards— (8.0)— 42.4 (34.5)— (0.1)
Share-based compensation expense— 16.9 — — — — 16.9 
Balance at February 1, 2020$12.6 $245.4 $0.4 $(984.9)$2,242.9 $(293.8)$1,222.6 
Net income (loss)— — — — (15.2)— (15.2)
Other comprehensive income (loss)— — — — — 3.3 3.3 
Dividends on redeemable convertible preferred shares— — — — (33.5)— (33.5)
Net settlement of equity based awards— (1.1)— 4.7 (5.0)— (1.4)
Share-based compensation expense— 14.5 — — — — 14.5 
Balance at January 30, 2021$12.6 $258.8 $0.4 $(980.2)$2,189.2 $(290.5)$1,190.3 
(1)    Reflects reclassifications to retained earnings related to 1) unrealized gains related to the Company’s equity security investments as of February 3, 2018 from AOCI associated with the adoption of ASU 2016-01 and 2) deferred costs associated with the sale of extended service plans due to the adoption of ASU 2014-09.
(in millions)Common
shares at
par value
Additional
paid-in
capital
Other
reserves
Treasury
shares
Retained
earnings
Accumulated
other
comprehensive
loss
Total
shareholders’
equity
Balance at January 30, 2021$12.6 $258.8 $0.4 $(980.2)$2,189.2 $(290.5)$1,190.3 
Net income— — — — 769.9 — 769.9 
Other comprehensive loss— — — — — (60.4)(60.4)
Dividends on common shares— — — — (28.0)— (28.0)
Dividends on redeemable convertible preferred shares— — — — (34.5)— (34.5)
Repurchase of common shares— (50.0)— (261.8)— — (311.8)
Net settlement of equity based awards— (23.4)— 35.3 (19.2)— (7.3)
Share-based compensation expense— 45.8 — — — — 45.8 
Balance at January 29, 2022$12.6 $231.2 $0.4 $(1,206.7)$2,877.4 $(350.9)$1,564.0 
Net income— — — — 376.7 — 376.7 
Other comprehensive income— — — — — 86.7 86.7 
Dividends on common shares— — — — (36.7)— (36.7)
Dividends on redeemable convertible preferred shares— — — — (34.5)— (34.5)
Repurchase of common shares— 50.0 — (426.1)— — (376.1)
Net settlement of equity based awards— (63.5)— 58.1 (38.1)— (43.5)
Share-based compensation expense— 42.0 — — — — 42.0 
Balance at January 28, 2023$12.6 $259.7 $0.4 $(1,574.7)$3,144.8 $(264.2)$1,578.6 
Net income— — — — 810.4 — 810.4 
Other comprehensive loss— — — — — (1.1)(1.1)
Dividends on common shares— — — — (41.1)— (41.1)
Dividends on redeemable convertible preferred shares— — — — (34.5)— (34.5)
Repurchase of common shares— — — (139.3)— — (139.3)
Net settlement of equity based awards— (70.1)— 67.1 (44.6)— (47.6)
Share-based compensation expense— 41.1 — — — — 41.1 
Balance at February 3, 2024$12.6 $230.7 $0.4 $(1,646.9)$3,835.0 $(265.3)$2,166.5 
The accompanying notes are an integral part of these consolidated financial statements.
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SIGNET JEWELERS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and summary of significant accounting policies
Signet Jewelers Limited (“Signet” or the “Company”), a holding company incorporated in Bermuda, is the world’s largest retailer of diamond jewelry. The Company operates through its 100% owned subsidiaries with sales primarily in the United States (“US”), United Kingdom (“UK”) and Canada. Signet manages its business as 3three reportable segments: North America, International, and Other. The “Other” reportable segment consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones. See Note 5 for additional discussion ofinformation regarding the Company’s reportable segments.
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.
The Company has evaluated and determined that there were no additional events or transactions subsequent to January 30, 2021 for potential recognition or disclosure through the date the consolidated financial statements were issued. There are no material related party transactions. The following accounting policies have been applied consistently in the preparation of the Company’s consolidated financial statements.statements:
(a) Basis of preparation
The consolidated financial statements of Signetthe Company are prepared in accordance with US generally accepted accounting principles (“US GAAP” or “GAAP”) and include the results for the 5253 week period ended January 30, 2021February 3, 2024 (“Fiscal 2021”2024”), as Signet’sthe Company’s fiscal year ends on the Saturday nearest to January 31. The comparative periods are for the 52 week period ended February 1, 2020January 28, 2023 (“Fiscal 2020”2023”) and the 52 week period ended February 2, 2019January 29, 2022 (“Fiscal 2019”2022”). Intercompany transactions and balances have been eliminated in consolidation. SignetThe Company has reclassified certain prior year amounts to conform to the current year presentation. There are no material related party transactions.
(b) Risks and Uncertainties - COVID-19
In December 2019, a novel coronavirus (“COVID-19”) was identified in Wuhan, China. In March 2020, the World Health Organization declared COVID-19 a global pandemic as a result of the further spread of the virus into all regions of the world, including those regions where the Company’s primary operations occur in North America and the UK. COVID-19 has significantly impacted consumer traffic and the Company’s retail sales, based on the perceived public health risk and government-imposed quarantines and restrictions of public gatherings and commercial activity to contain spread of the virus.

Effective March 23, 2020, the Company temporarily closed all of its stores in North America, its diamond operations in New York and its support centers in the US. Additionally, effective March 24, 2020, the Company temporarily closed all of its stores in the UK. The COVID-19 pandemic has also disrupted the Company’s global supply chain, including the temporary closure of the Company’s diamond polishing operations in Botswana, and may cause additional disruptions to operations if employees of the Company become sick, are quarantined, or are otherwise limited in their ability to work at Company locations or travel for business. The Company continued to fill eCommerce orders during the temporary closure period of all stores. Beginning in the second quarter of Fiscal 2021, the Company began a measured approach to re-opening its stores, and by the end of the third quarter of Fiscal 2021 had re-opened substantially all of its stores. During the fourth quarter of Fiscal 2021, both the UK and certain Canadian provinces re-established mandated temporary closure of non-essential businesses. Canadian stores began re-opening periodically in February 2021 as provincial restrictions began to be lifted, and the UK stores are expected to open in April 2021.

In addition, as a result of the uncertainty surrounding the impacts of COVID-19, beginning in March 2020, there was a significant decline in all major domestic and global financial market indicators. The Company’s share price and market capitalization significantly declined during the first half of Fiscal 2021 and while there has been substantial recovery, the sustainability of this recovery is still unpredictable in light of the current economic conditions and risks to the retail markets from COVID-19.

The full extent and duration of the impact of COVID-19 on the Company’s operations and financial performance is currently unknown and depends on future developments that are uncertain and unpredictable, including the duration and possible resurgence of the pandemic, the success of the vaccine rollout globally, its impact on capital and financial markets on a macro-scale and the actions to contain the virus or mitigate its impact, among others. While the full extent of the impact of COVID-19 is currently unknown, it had a significant impact on Signet’s results of operations and cash flows during the first half of Fiscal 2021. However, management currently believes that it has adequate liquidity and business plans to continue to operate the business and mitigate the risks associated with COVID-19 for the 12 months following the date of this report.

As a result of the potential risks identified related to COVID-19 on its consolidated financial statements, the Company considered and performed the following assessments during Fiscal 2021: impairment assessments for goodwill, indefinite-lived intangible assets and
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store level long-lived assets (including property and equipment and operating lease right-of-use assets); assessment of rent concessions, including deferrals or other lease modifications; assessment of the effectiveness of certain foreign currency and commodity derivative financial instruments; assessment of the realizability of the Company’s deferred tax assets; and assessment of the impacts of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) enacted on March 27, 2020.
(c) Use of estimates
The preparation of these consolidated financial statements, in conformity with US GAAP and the regulations of the US Securities and Exchange Commission (“SEC”) regulations,, 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 consolidated financial statements and reported amounts of revenues and expenses during the reported period.periods. Actual results could differ from those estimates, and as a result of the above noted risks associated with COVID-19, it is reasonably possible that those estimates will change in the near term and the effect could be material.estimates. Estimates and assumptions are primarily made in relation to the valuation of accounts receivables, inventories, deferred revenue, derivatives, employee benefits,compensation, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets.
The reported results of operations are not indicative of results expected in future periods.
(d)(c) Foreign currency translation
The financial position and operating results of certain foreign operations, including certain subsidiaries operating in the UK as part of the International reportable segment and the Canadian operationsCanada as part of the North America reportable segment, are consolidated using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date,dates, and revenues and expenses are translated at the monthly average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss) (“AOCI”). Gains or losses resulting from foreign currency transactions are included within other operating income (loss) in(expense), net within the consolidated statements of operations, whereas translation adjustments and gains or losses related to intercompany loans of a long-term investment nature are recognized as a component of AOCI.operations.
(e)See Note 9 for additional information regarding the Company’s foreign currency translation.
(d) Revenue recognition
The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.
See Note 3 for additional discussion ofinformation regarding the Company’s revenue recognition.recognition policies.
(f)(e) Cost of sales and selling, general and administrative expenses
Cost of sales includes merchandise costs, net of discounts and allowances; freight, processingdistribution and distributionwarehousing costs; inventory shrinkage; and store operating and occupancy costs. Store operating and occupancy costs include utilities, rent, real estate taxes, maintenance and repair (including common area maintenance chargesmaintenance) and depreciation. Distribution and warehousing costs include freight, processing, inventory shrinkage and related compensation and benefits.
Selling, general and administrative expenses (“SG&A”) include store staff and store administrative costs; centralized administrative expenses, including information technology; third-party credit costs and credit loss expense; advertising and promotional costs and other operating expenses not specifically categorized elsewhere in the consolidated statements of operations.
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Compensation and benefits costs included within cost of sales and selling, general and administrative expensesSG&A totaled $996.1$1,428.0 million in Fiscal 20212024 (Fiscal 2020: $1,196.62023: $1,430.3 million; Fiscal 2019: $1,251.22022: $1,447.7 million).
(g)(f) Store opening costs
The opening costs of new locations are expensed as incurred and included within selling, general and administrative expenses.SG&A.
(h)(g) Advertising and promotional costs
Advertising and promotional costs are expensed within selling, general and administrative expenses.SG&A. Production costs are expensed at the first communication of the advertisements, while communication expenses are recognized each time the advertisement is communicated. For catalogs and circulars, costs are all expensed at the first date they can be viewed by the customer. Point of sale promotional material is expensed when first displayed in the stores. Gross advertising costs totaled $343.0$522.8 million in Fiscal 20212024 (Fiscal 2020: $388.92023: $555.6 million; Fiscal 2019: $387.82022: $527.0 million).
(i)(h) Income taxes
Income taxes are accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences
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between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when it is more likely than not that all or a portion of the deferred tax assets will not be realized, based on management’s evaluation of all available evidence, both positive and negative, including reversals of deferred tax liabilities, projected future taxable income and results of recent operations.
The Company does not recognize tax benefits related to positions taken on certain tax matters unless the position is more likely than not to be sustained upon examination by tax authorities. At any point in time, various tax years are subject to or are in the process of being audited by various taxing authorities. The Company records a reserve for uncertain tax positions, including interest and penalties. To the extent that management’s estimates of settlements change, or the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made.
See Note 1110 for additional discussion ofinformation regarding the Company’s income taxes.
(j)(i) Cash and cash equivalents
Cash and cash equivalents are comprisedconsist of cash on hand, money market deposits and amounts placed with external fund managers with an original maturity of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. In addition, receivables from third-party credit card issuers are typically converted to cash within five days of the original sales transaction and are considered cash equivalents.
The following table summarizes the details of the Company’s cash and cash equivalents:
(in millions)January 30, 2021February 1, 2020
Cash and cash equivalents held in money markets and other accounts$1,122.2 $326.2 
Cash equivalents from third-party credit card issuers48.8 46.3 
Cash on hand1.5 2.0 
Total cash and cash equivalents$1,172.5 $374.5 

(in millions)February 3, 2024January 28, 2023
Cash and cash equivalents held in money markets and other accounts$1,314.1 $1,116.6 
Cash equivalents from third-party credit card issuers64.6 50.2 
Total cash and cash equivalents$1,378.7 $1,166.8 
The Company’s supplemental cash flow information was as follows:
(in millions)(in millions)Fiscal 2021Fiscal 2020Fiscal 2019(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Non-cash investing activities:Non-cash investing activities:
Capital expenditures in accounts payableCapital expenditures in accounts payable$1.2 $0.1 $5.6 
Capital expenditures in accounts payable
Capital expenditures in accounts payable
Supplemental cash flow information:Supplemental cash flow information:
Interest paidInterest paid$30.5 $34.7 $39.1 
Income tax paid (refunded), net (1)
$(176.0)$5.7 $(44.8)
Interest paid
Interest paid
Income tax paid, net (1)
(1)    Includes $183.4$42.6 million and $53.8 million refunded under the CARES Act in Fiscal 2021.2024 and 2023, respectively. See Note 1110 for further details.
(k) Accounts receivable
Prior to the adoption of Accounting Standards Codification (“ASC”) 326 (as further described in Note 13), accounts receivable under the customer finance programs were presented net of an allowance for uncollectible amounts. This allowance represented management’s estimate of the expected losses in the accounts receivable portfolio as of the balance sheet date, and was calculated using a model that analyzed factors such as delinquency rates and recovery rates. In June 2018, the Company completed the sale of the remaining North America customer in-house finance receivables (see Note 4). Subsequent to the completion of this transaction, receivables issued by the Company but pending transfer are classified as “held for sale” and recorded at fair value in the consolidated balance sheet. See Note 21 for additional information regarding the assumptions utilized in the calculation of fair value of the finance receivables held for sale.
See Note 13 for discussion of the Company’s accounts receivable and current expected credit losses subsequent to the adoption of ASC 326.
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(l)(j) Inventories
Inventories are primarily held for resale and are valued at the lower of cost or net realizable value. Cost is determined using weighted-average cost, on a first-in first-out basis, for all inventories except for certain loose diamond inventories (including those held in the Company’s diamond sourcing operations,operations) where cost is determined using specific identification. Cost includes charges directly related to bringing inventory to its present location and condition. Such charges would include freight and duties, warehousing, security, distribution and certain buying costs. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable
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costs of completion, disposal and transportation. Inventory reserves are recorded for obsolete, slow moving or defective items and shrinkage. Inventory reserves for obsolete, slow moving or defective items are calculated as the difference between the cost of inventory and its estimated marketnet realizable value based on targeted inventory turn rates, future demand, management strategy and market conditions. Due to the inventory beinginventories primarily comprisedconsisting of precious stones and metals including gold, the age of the inventoryinventories has a limited impact on the estimated marketnet realizable value. Inventory reserves for shrinkage are estimated and recorded based on historical physical inventory results, expectations of future inventory losses and current inventory levels. Physical inventories are taken at least once annually for all store locations, andwhereas distribution centers.centers are subject to either an annual physical inventory or a cycle count program.
See Note 14 for additional discussion ofinformation regarding the Company’s inventories.
(m)(k) Vendor contributions
Contributions are received from vendors through various programs and arrangements including cooperative advertising. Where vendor contributions related to identifiable promotional events are received, contributions are matched against the costs of promotions. Vendor contributions received as general contributions and not related to specific promotional events are recognized as a reduction of inventory costs.
(n)(l) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation, amortization and impairment charges. Maintenance and repair costs are expensed as incurred. Depreciation and amortization are recognized on the straight-line method over the estimated useful lives of the related assets as follows:
BuildingsRanging from 30 – 40 years
Leasehold improvementsRemaining term of lease, not to exceed 10 years
Furniture and fixturesRanging from 3 – 10 years
Equipment and softwareRanging from 3 – 7 years
Computer software purchased or developed for internal use is stated at cost less accumulated amortization. Signet’sThe Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, Signetthe Company also capitalizes certain payroll and payroll-related costs for employees directly associated with development of internal use computer projects.software. Amortization is chargedrecorded on a straight-line basis over periods from three to seven years.
Capitalized amounts for cloud computing arrangements accounted for as service contracts are included in other assets in the consolidated balance sheets. These costs primarily consist of payroll and payroll-related costs for employees directly associated with the implementation of cloud computing projects, consulting fees, and development fees. Amortization of these costs is recorded on a straight-line basis over the life of the service contract, ranging from two to four years. Amortization of these costs is recorded in cost of sales or SG&A, depending on the nature of the underlying software. In Fiscal 2024, the Company recorded $48.2 million of amortization related to capitalized cloud computing costs (Fiscal 2023: $32.5 million; Fiscal 2022: $14.8 million). The carrying amount of these assets was $170.7 million as of February 3, 2024 (January 28, 2023: $127.8 million).
See Note 15 for additional discussion ofinformation regarding the Company’s property, plant and equipment, and Note 16 for the Company’s policy for long-lived asset impairment.
(o)(m) Goodwill and intangibles
In a business combination, the Company estimates and records the fair value of all assets acquired and liabilities assumed, including identifiable intangible assets and liabilities. The fair value of these intangible assets and liabilities is estimated based on management’s assessment, including selection of appropriate valuation techniques, inputs and assumptions in the determination of fair value. Significant estimates in valuing intangible assets and liabilities acquired include, but are not limited to, future expected cash flows associated with the acquired asset or liability, expected life and discount rates. The excess purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. Goodwill is recorded by the Company’s reporting units based on the acquisitions made by each.
Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually.annually as of the end of the fourth reporting period, with the exception of newly acquired reporting units which are completed no later than twelve months after the date of acquisition. Additionally, if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value, the Company would evaluate the reporting unit or asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other indefinite-lived intangible assets with its fair value. When the carrying amount of the reporting unit or other intangible assets exceeds its fair value, an impairment charge is recorded.
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Intangible assets with definite lives are amortized and reviewed for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. If the estimated undiscounted future cash flows related to the asset are less than the carrying amount, the Company recognizes an impairment charge equal to the difference between the carrying value and the estimated fair value, usually determined by the estimated discounted future cash flows of the asset.
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See Note 18 for additional discussion ofinformation regarding the Company’s goodwill and intangibles.
(p)(n) Derivatives and hedge accounting
The Company entersmay enter into various types of derivative instruments to mitigate certain risk exposures related to changes in commodity costs and foreign exchange rates. Derivative instruments are recorded in the consolidated balance sheets at fair value, as either assets or liabilities, with an offset to net income or other comprehensive income (“OCI”), depending on whether the derivative qualifies as an effective hedge.
If a derivative instrument meets certain hedge criteria, the Company designates itthe derivative as a cash flow hedge within the fiscal quarter it is entered into. For effective cash flow hedge transactions, the changes in fair value of the derivative instrument isinstruments are recognized directly in equity as a component of AOCI and isare recognized in the consolidated statements of operations in the same period(s) and on the same financial statement line in which the hedged item affects net income. Gains and losses on derivatives that do not qualify for hedge accounting are recognized immediately in other operating income (loss).(expense), net.
In the normal course of business, the Company may terminate cash flow hedges prior to the occurrence of the underlying forecasted transaction. For cash flow hedges terminated prior to the occurrence of the underlying forecasted transaction, management monitors the probability of the associated forecasted cash flow transactions to assess whether any gain or loss recorded in AOCI should be immediately recognized in net income.earnings. Cash flows from derivative contracts are included in net cash provided by operating activities.
See Note 20 for additional discussion ofinformation regarding the Company’s derivatives and hedge activities.
(q)(o) Employee Benefitsbenefits
The funded status of the defined benefit pension plan in the UK (the “UK Plan”) is recognized on the consolidated balance sheets, and is the difference between the fair value of plan assets and the projected benefit obligation measured at the balance sheet date. Gains or losses and prior service costs or credits that arise and are not included as components of net periodic pension cost are recognized, net of tax, in OCI.
SignetThe Company also operates a defined contribution plan in the UK, a defined contribution retirement savings plan in the US, and an executive deferred compensation plan in the US. Contributions made by Signetthe Company to these benefit arrangements are charged primarily to selling, general and administrative expensesSG&A in the consolidated statements of operations as incurred.
See Note 2227 for additional discussion ofinformation regarding the Company’s employee benefits.
(r)(p) Debt issuance costs
Borrowings primarily include primarily interest-bearing bank loans and bank overdrafts.loans. Direct debt issuance costs on borrowings are capitalized and amortized into interest expense over the contractual term of the related loan.
See Note 2322 for additional discussion ofinformation regarding the Company’s debt issuance costs.
(s)(q) Share-based compensation
SignetThe Company measures share-based compensation cost for awards classified as equity at the grant date based on the estimated fair value of the award and recognizes the cost as an expense on a straight-line basis (net of estimated forfeitures) over the requisite service period of employees. Certain share awards under the Company’s plans include a condition whereby vesting is contingent on Company performance exceeding a given target, and therefore awards granted with this condition are considered to be performance-based awards.
SignetThe Company estimates the fair value of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) using the share price of the Company’s common stock reduced by a discount factor representing the present value of dividends that will not be received during the term of the awards. The Company estimates the fair value of time-based restricted shares (“RSAs”) and common stock awards at the share price of the Company’s common stock as of the grant award date. The Company estimates the fair value of stock options using a Black-Scholes model for awards granted under the Omnibus Plan and the binomial valuation model for awards granted under the Share Saving Plans. Deferred tax assets for awards that result in deductions on the income tax returns of subsidiaries are recorded by Signetthe Company based on the amount of compensation cost recognized and the subsidiaries’ statutory tax rate in the jurisdiction in which it will receive a deduction.
Share-based compensation is primarily recorded in selling, general and administrative expensesSG&A in the consolidated statements of operations, consistent with the relevant salary cost.
See Note 2625 for additional discussion ofinformation regarding the Company’s share-based compensation plans.
(t)
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(r) Contingent liabilities
Provisions for contingent liabilities are recorded for probable losses when management is able to reasonably estimate the loss or range of loss. When it is reasonably possible that a contingent liability may result in a loss or additional loss, the range of the potential loss is disclosed.
See Note 2728 for additional discussion ofinformation regarding the Company’s contingencies.
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(u)(s) Dividends
Dividends on common shares are reflected as a reduction of retained earnings in the period in which they are formally declared by the Board of Directors (the “Board”). In addition, the cumulative dividends on preferred sharesPreferred Shares are reflected as a reduction of retained earnings in the period in which they are declared by the Board, as are the deemed dividends resulting from the accretion of issuance costs related to the preferred shares.Preferred Shares.
See Note 76 and Note 87 for additional information related toregarding the Company’s Preferred Shares and equity, including the preferred shares.

respectively.
2. New accounting pronouncements
The following section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.
New accounting pronouncements recently adopted
The following ASU’s wereIn September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs. This ASU was adopted by the Company as of February 2, 2020. The impactJanuary 29, 2023 and requires annual and interim disclosure of the key terms of outstanding supplier finance programs. In addition, this ASU requires disclosure of the related obligations outstanding at each interim reporting period and where those obligations are presented on the Company's consolidatedbalance sheet. This ASU also includes a prospective annual requirement to disclose a rollforward of the amount of the obligations during the annual reporting period. This ASU does not affect the recognition, measurement or financial statements is described withinstatement presentation of the table below:
StandardDescription
ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, issued July 2018.Aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.
ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, issued August 2018.Modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans and clarifies the disclosure requirements regarding projected benefit obligations and accumulated benefit obligations. Thesupplier finance program obligations. This ASU is effective for fiscal years ending after December 15, 2020, with early adoption permitted. The new guidance does not affect the existing recognition or measurement guidance, and therefore had no impact on the Company’s financial condition or results of operations.
ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, issued August 2018.Modifies the disclosure requirements on fair value measurements in Topic 820 and eliminates ‘at a minimum’ from the phrase ‘an entity shall disclose at a minimum’ to promote the appropriate exercise of discretion by entities when considering fair value disclosures and to clarify that materiality is an appropriate consideration. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.
ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, issued June 2016.Requires entities to measure and recognize expected credit losses for financial assets measured at amortized cost basis. The estimate of expected credit losses should consider historical information, current information, and reasonable and supportable forecasts of expected losses over the remaining contractual life that affect collectability. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations upon adoption; however, this ASU impacts the accounting for expected credit losses on the Company’s non-prime customer in-house finance receivables (as discussed in Note 13).
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to reduce complexity in the accounting for income taxes while maintaining or improving the usefulness of information provided to financial statement users. The guidance amends certain existing provisions under ASC 740 to address a number of distinct items. This standard is effective for public companies in fiscal years beginning after December 15, 2020,2022, including interim periods within those fiscal years. Early adoptionyears, except for the amendment on rollforward information, which is permitted, including adoption in any interim periodeffective for whichfiscal years beginning after December 15, 2023.
The Company entered into a supplier finance program during Fiscal 2024. Under this program, a financial statements have not yet been issued. Dependingintermediary acts as the Company’s paying agent with respect to accounts payable due to certain suppliers. The Company agrees to pay the financial intermediary the stated amount of the confirmed invoices from the designated suppliers on the amendment, adoption mayoriginal maturity dates of the invoices. The supplier finance program enables Company suppliers to be appliedpaid by the financial intermediary earlier than the due date on the retrospective, modified retrospective or prospective basis.applicable invoice. The Company has electednegotiates payment terms directly with its suppliers for the purchase of goods and services. No guarantees or collateral are provided by the Company under the supplier finance program. As of February 3, 2024, the Company had $7.8 million of confirmed invoices outstanding under the supplier finance program. All activity related to early adopt this ASU effective August 2, 2020 on a prospective basis. The adoptionthe supplier finance program is included in accounts payable in the consolidated balance sheets and within operating activities in the consolidated statements of this ASU did not have a material impact on the Company’s financial position or results of operations upon adoption.cash flows.
New accounting pronouncements issued but not yet adopted
There are no new accounting pronouncementsSegment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires the following disclosures on an annual and interim basis:
Significant segment expenses that are expectedregularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of segment profit/loss.
Other segment items by reportable segment, consisting of differences between segment revenue and segment profit/loss not already disclosed above.
Other information by reportable segment, including total assets, depreciation and amortization, and capital expenditures.
The title of the CODM and an explanation of how the CODM uses the reported measures of segment profit/loss in assessing segment performance and deciding how to allocate resources.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a retrospective basis. This ASU will have no impact on the Company’s financial condition or results of operations. The Company is evaluating the impact of this ASU on its segment reporting disclosures.
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU modifies the annual disclosure requirements for income taxes in the following ways:
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The effective tax rate reconciliation must be disclosed using both percentages and dollars (currently only one is required). The reconciliation must contain several prescriptive categories, including disaggregating material impacts from foreign, state, and local taxes by jurisdiction. Qualitative information regarding material reconciling items is also required to be applicable todisclosed.
The amount of income taxes paid must be disclosed and disaggregated by jurisdiction.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied on a prospective or retrospective basis. This ASU will have no impact on the Company’s financial condition or results of operations. The Company in future periods.is evaluating the impact of this ASU on its income tax disclosures.
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3. Revenue recognition
The following tables provide the Company’s total sales, disaggregated by banner, for Fiscal 2021,2024, Fiscal 20202023 and Fiscal 2019:2022:
Fiscal 2021
Fiscal 2024Fiscal 2024
(in millions)(in millions)North AmericaInternationalOtherConsolidated(in millions)North
America
InternationalOtherConsolidated
Sales by banner:Sales by banner:
KayKay$2,008.6 $0 $0 $2,008.6 
Kay
Kay
ZalesZales1,121.6 0 0 1,121.6 
JaredJared920.9 0 0 920.9 
Piercing Pagoda337.5 0 0 337.5 
James Allen301.4 0 0 301.4 
Digital banners (1)
Diamonds Direct
Banter by Piercing Pagoda
Peoples
Peoples
PeoplesPeoples150.9 0 0 150.9 
International segment bannersInternational segment banners0 355.9 0 355.9 
Other(1)
0 0 30.1 30.1 
International segment banners
International segment banners
Other (4)
Total salesTotal sales$4,840.9 $355.9 $30.1 $5,226.9 
Fiscal 2020
Fiscal 2023
Fiscal 2023
Fiscal 2023
(in millions)(in millions)North AmericaInternationalOtherConsolidated(in millions)North
America
InternationalOtherConsolidated
Sales by banner:Sales by banner:
KayKay$2,414.0 $$$2,414.0 
Kay
Kay
ZalesZales1,276.8 1,276.8 
JaredJared1,088.1 1,088.1 
Piercing Pagoda331.7 331.7 
James Allen250.6 250.6 
Digital banners (1)(2)
Diamonds Direct
Banter by Piercing Pagoda
PeoplesPeoples204.6 204.6 
International segment bannersInternational segment banners518.0 518.0 
Other(1)
53.3 53.3 
Other (4)
Total salesTotal sales$5,565.8 $518.0 $53.3 $6,137.1 
Fiscal 2019
Fiscal 2022
Fiscal 2022
Fiscal 2022
(in millions)(in millions)North AmericaInternationalOtherConsolidated(in millions)North
America
InternationalOtherConsolidated
Sales by banner:Sales by banner:
KayKay$2,475.2 $$$2,475.2 
Kay
Kay
ZalesZales1,280.5 1,280.5 
JaredJared1,141.4 1,141.4 
Piercing Pagoda302.5 302.5 
James Allen223.7 223.7 
Digital banners (1)
Diamonds Direct (3)
Banter by Piercing Pagoda
PeoplesPeoples218.4 218.4 
International segment bannersInternational segment banners576.5 576.5 
Other(1)
28.9 28.9 
Other (4)
Total salesTotal sales$5,641.7 $576.5 $28.9 $6,247.1 
(1)Includes sales from Signet’sthe Company’s digital banners James Allen and Blue Nile.
(2)    Includes Blue Nile sales since the date of acquisition on August 19, 2022. See Note 4 for further details.
(3)    Includes Diamonds Direct sales since the date of acquisition on November 17, 2021. See Note 4 for further details.
(4)    Other primarily includes sales from the Company’s diamond sourcing initiative.operation, loose diamonds and Rocksbox.
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The following tables provide the Company’s total sales, disaggregated by major product, for Fiscal 2021,2024, Fiscal 20202023 and Fiscal 2019:
Fiscal 2021
(in millions)North AmericaInternationalOtherConsolidated
Sales by product:
Bridal$2,140.5 $166.4 $0 $2,306.9 
Fashion1,987.9 69.2 0 2,057.1 
Watches145.6 108.5 0 254.1 
Other (1)
566.9 11.8 30.1 608.8 
Total sales$4,840.9 $355.9 $30.1 $5,226.9 
Fiscal 2020
(in millions)North AmericaInternationalOtherConsolidated
Sales by product:
Bridal$2,403.4 $214.3 $$2,617.7 
Fashion2,131.0 110.5 2,241.5 
Watches214.9 169.1 384.0 
Other (1)
816.5 24.1 53.3 893.9 
Total sales$5,565.8 $518.0 $53.3 $6,137.1 
Fiscal 2019
(in millions)North AmericaInternationalOtherConsolidated
Sales by product:
Bridal$2,478.6 $234.0 $$2,712.6 
Fashion2,128.1 126.3 2,254.4 
Watches238.2 190.9 429.1 
Other (1)
796.8 25.3 28.9 851.0 
Total sales$5,641.7 $576.5 $28.9 $6,247.1 
2022:
Fiscal 2024
(in millions)North
America
InternationalOtherConsolidated
Sales by product:
Bridal$2,946.9 $186.2 $ $3,133.1 
Fashion2,672.4 84.5  2,756.9 
Watches212.0 133.7  345.7 
Services (1)
715.2 26.3  741.5 
Other (2)
157.3  36.6 193.9 
Total sales$6,703.8 $430.7 $36.6 $7,171.1 
Fiscal 2023
(in millions)
North
America (3)
InternationalOtherConsolidated
Sales by product:
Bridal$3,281.2 $204.8 $— $3,486.0 
Fashion2,957.6 86.2 — 3,043.8 
Watches232.6 152.9 — 385.5 
Services (1)
680.4 26.2 — 706.6 
Other (2)
137.7 — 82.5 220.2 
Total sales$7,289.5 $470.1 $82.5 $7,842.1 
Fiscal 2022
(in millions)
North
America (3)
InternationalOtherConsolidated
Sales by product:
Bridal$3,139.7 $222.8 $— $3,362.5 
Fashion3,123.0 92.7 — 3,215.7 
Watches241.6 157.8 — 399.4 
Services (1)
626.2 19.1 — 645.3 
Other (2)
134.3 — 68.8 203.1 
Total sales$7,264.8 $492.4 $68.8 $7,826.0 
(1)    Other revenueServices primarily includes gift and other miscellaneous jewelry sales extendedfrom service plans, repairs and subscriptions.
(2)    Other primarily includes sales from the Company’s diamond sourcing operation and other miscellaneous non-jewelry sales.

(3)    

Certain amounts have been reclassified between the bridal, fashion, and other categories to conform to the Company’s current product categorizations.
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The following tables provide the Company’s total sales, disaggregated by channel, for Fiscal 2021,2024, Fiscal 20202023 and Fiscal 2019:
Fiscal 2021
(in millions)North AmericaInternationalOtherConsolidated
Sales by channel:
Store$3,772.9 $238.9 $0 $4,011.8 
eCommerce1,068.0 117.0 0 1,185.0 
Other (1)
0 0 30.1 30.1 
Total sales$4,840.9 $355.9 $30.1 $5,226.9 
Fiscal 2020
(in millions)North AmericaInternationalOtherConsolidated
Sales by channel:
Store$4,880.2 $453.2 $$5,333.4 
eCommerce685.6 64.8 750.4 
Other (1)
53.3 53.3 
Total sales$5,565.8 $518.0 $53.3 $6,137.1 
Fiscal 2019
(in millions)North AmericaInternationalOtherConsolidated
Sales by channel:
Store$5,022.4 $513.4 $$5,535.8 
eCommerce619.3 63.1 682.4 
Other (1)
28.9 28.9 
Total sales$5,641.7 $576.5 $28.9 $6,247.1 
2022:
Fiscal 2024
(in millions)North
America
InternationalOtherConsolidated
Sales by channel:
Store$5,125.1 $349.3 $ $5,474.4 
eCommerce1,559.0 81.4  1,640.4 
Other (1)
19.7  36.6 56.3 
Total sales$6,703.8 $430.7 $36.6 $7,171.1 
Fiscal 2023
(in millions)North
America
InternationalOtherConsolidated
Sales by channel:
Store$5,728.5 $386.0 $— $6,114.5 
eCommerce1,515.3 84.1 — 1,599.4 
Other (1)
45.7 — 82.5 128.2 
Total sales$7,289.5 $470.1 $82.5 $7,842.1 
Fiscal 2022
(in millions)North
America
InternationalOtherConsolidated
Sales by channel:
Store$5,867.9 $377.7 $— $6,245.6 
eCommerce1,396.9 114.7 — 1,511.6 
Other (1)
— — 68.8 68.8 
Total sales$7,264.8 $492.4 $68.8 $7,826.0 
(1) IncludesOther primarily includes sales from Signet’sthe Company’s diamond sourcing initiative.operation and loose diamonds.
The Company recognizes revenues when control of the promised goods and services are transferred to customers, in an amount that reflects the consideration expected to be received in exchange for those goods. Transfer of control generally occurs at the time merchandise is taken from a store, or upon receipt of the merchandise by a customer for an eCommerce shipment. The Company excludes all taxes assessed by government authorities and collected from a customer from its reported sales. The Company’s revenue streams and their respective accounting treatments are further discussed below.
On February 4, 2018, the Company adopted ASU No. 2014‑09 Revenue from Contracts with Customers (Topic 606) and related updates (“ASC 606”) using the modified retrospective approach applied only to contracts not completed as of the date of adoption with no restatement of prior periods and by recognizing the cumulative effect of initially applying the new standard as an adjustment to the opening balance of equity. During Fiscal 2019, an additional $111.2 million of revenue was recognized primarily for non-cash consideration from customer trade-ins and $16.5 million of previously capitalized contract acquisitions costs were reclassified to beginning retained earnings.
Merchandise sales and repairs
Store sales are recognized when the customer receives and pays for the merchandise at the store with cash, in-house customer finance, private label credit card programs, a third-party credit card or a lease purchase option. For online sales shipped to customers, sales are recognized at the estimated time the customer has received the merchandise. Amounts related to shipping and handling that are billed to customers are reflected in sales and the related costs are reflected in cost of sales. Revenues on the sale of merchandise are reported net of anticipated returns and sales tax collected. Returns are estimated based on previous return rates experienced. Any deposits received from a customer for merchandise are deferred and recognized as revenue when the customer receives the merchandise. Revenues derived from providing replacement merchandise on behalf of insurance organizations are recognized upon receipt of the merchandise by the customer. Revenues on repair of merchandise are recognized when the service is complete and the customer collects the merchandise at the store.
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Extended service plans and lifetime warranty agreements (“ESP”)
The Company recognizes revenue related to ESP sales in proportion to when the expected costs will be incurred. The deferral period for ESP sales is determined from patterns of claims costs, including estimates of future claims costs expected to be incurred. Management reviews the trends in claims to assess whether changes are required to the revenue and cost recognition rates utilized. A significant change in estimates related to the time period or pattern in which warranty-related costs are expected to be incurred could materially impact revenues. All direct costs associated with the sale of these plans are deferred and amortized in proportion to the revenue recognized and disclosed as either other current assets or other assets in the consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees. Amortization of deferred ESP selling costs is included within selling, general and administrative expenses in the consolidated statements of operations. Amortization of deferred ESP selling costs was $26.3 million, $29.5 million and $52.4 million in Fiscal 2021, and Fiscal 2020 and Fiscal 2019, respectively.
Unamortized deferred selling costs as of Fiscal 2021 and Fiscal 2020 were as follows:
(in millions)January 30, 2021February 1, 2020
Deferred ESP selling costs
Other current assets$26.2 $23.6 
Other assets85.1 80.0 
Total deferred ESP selling costs$111.3 $103.6 
The North America segment sells ESP, subject to certain conditions, to perform repair work over the life of the product. Customers generally pay for ESP at the store at the time of merchandise sale. Revenue from the sale of the lifetime ESP is recognized consistent with the estimated pattern of claim costs expected to be incurred by the Company in connection with performing under the ESP obligations. Lifetime ESP revenue is deferred and recognized over a maximum of 17 years after the sale of the warranty contract. Although claims experience varies between the Company’s national banners, thereby resulting in different recognition rates, approximately 55% of revenue is recognized within the first two years on a weighted average basis.
The North America segment also sells a Jewelry Replacement Plan (“JRP”). The JRP is designed to protect customers from damage or defects of purchased merchandise for a period of three years. If the purchased merchandise is defective or becomes damaged under normal use in that time period, the item will be replaced. JRP revenue is deferred and recognized on a straight-line basis, generally over the three year protection period.
Signet also sells warranty agreements in the capacity of an agent on behalf of a third-party. The commission that Signet receives from the third-party is recognized at the time of sale less an estimate of cancellations based on historical experience.
Sale vouchers
Certain promotional offers award sale vouchers to customers who make purchases above a certain value, which grant a fixed discount on a future purchase within a stated time frame. The Company accounts for such vouchers by allocating the fair value of the voucher between the initial purchase and the future purchase using the relative-selling-price method. Sale vouchers are not sold on a stand-alone basis. The fair value of the voucher is determined based on the average sales transactions in which the vouchers were issued, when the vouchers are expected to be redeemed and the estimated voucher redemption rate. The fair value allocated to the future purchase is recorded as deferred revenue.
Consignment inventory sales
Sales of consignment inventory are accounted for on a gross sales basis as the Company maintains control of the merchandise through the point of sale as well as provides independent advice, guidance and after-sales service to customers. Supplier products are selected at the discretion of the Company, and the Company is responsible for determining the selling price and for physical security of the products. The products sold from consignment inventory are similar in nature to other products that are sold to customers and are sold on the same terms.

Extended service plans (“ESP”)
The Company recognizes revenue related to ESP sales in proportion to when the expected costs will be incurred. The deferral periods for ESP sales are determined from patterns of claims costs, including estimates of future claims costs expected to be incurred. Management reviews the trends in historical claims to assess whether changes are required to the revenue and cost recognition rates
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utilized. The Company refreshes its analysis of the claims patterns on at least an annual basis, or more often if circumstances dictate such a review is required (such as occurred as a result of the disruption from COVID-19). A significant change in either the overall claims pattern or the life over which the Company is expected to fulfill its obligations under the warranty, could result in material change to revenues. These changes have not had a material impact on revenue during Fiscal 2024, Fiscal 2023 or Fiscal 2022.
The North America reportable segment sells ESP, subject to certain conditions, to perform repair work over the life of the product. Customers generally pay for ESP at the store or online at the time of merchandise sale. Revenue from the sale of the lifetime ESP is recognized consistent with the estimated patterns of claim costs expected to be incurred by the Company in connection with performing under the ESP obligations. Lifetime ESP revenue is deferred and recognized over a maximum of 13 years after the sale of the warranty contract. Although claims experience varies between the Company’s national banners, thereby resulting in different recognition rates, approximately 60% to 65% of revenue is recognized within the first two years on a weighted average basis.
The Company also sells warranty agreements in the capacity of an agent on behalf of a third-party. The commission that the Company receives from the third-party is recognized at the time of sale less an estimate of cancellations based on historical experience.
Deferred ESP selling costs
All direct costs associated with the sale of the ESP plans are deferred and amortized in proportion to the revenue recognized and disclosed as either other current assets or other assets in the consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees. Amortization of deferred ESP selling costs is included within SG&A in the consolidated statements of operations. Amortization of deferred ESP selling costs was $44.4 million, $43.7 million and $41.7 million in Fiscal 2024, and Fiscal 2023 and Fiscal 2022, respectively.
Unamortized deferred ESP selling costs as of February 3, 2024 and January 28, 2023 were as follows:
(in millions)February 3, 2024January 28, 2023
Other current assets$28.2 $29.2 
Other assets83.0 85.4 
Total deferred ESP selling costs$111.2 $114.6 
Deferred revenue
Deferred revenue is comprisedas of February 3, 2024 and January 28, 2023 was follows:
(in millions)February 3, 2024January 28, 2023
ESP deferred revenue$1,158.7 $1,159.5 
Other deferred revenue (1)
86.0 90.1 
Total deferred revenue$1,244.7 $1,249.6 
Disclosed as:
Current liabilities$362.9 $369.5 
Non-current liabilities881.8 880.1 
Total deferred revenue$1,244.7 $1,249.6 
(1)    Other deferred revenue primarily of ESPincludes revenue collected from customers for custom orders and voucher promotions as follows:eCommerce orders, for which control has not yet transferred to the customer.
(in millions)January 30, 2021February 1, 2020
ESP deferred revenue$1,028.9 $960.0 
Voucher promotions and other43.1 37.7 
Total deferred revenue$1,072.0 $997.7 
Disclosed as:
Current liabilities$288.7 $266.2 
Non-current liabilities783.3 731.5 
Total deferred revenue$1,072.0 $997.7 
(in millions)(in millions)Fiscal 2021Fiscal 2020(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
ESP deferred revenue, beginning of periodESP deferred revenue, beginning of period$960.0 $927.6 
Plans sold (1)
Plans sold (1)
337.4 405.1 
Revenue recognized (2)
Revenue recognized (2)
(268.5)(372.7)
ESP deferred revenue, end of periodESP deferred revenue, end of period$1,028.9 $960.0 
(1)    Includes impact of foreign exchange translation.
(2)    During Fiscal 2021 and2024, Fiscal 2020,2023 and Fiscal 2022 the Company recognized sales of approximately $163.5$291.5 million, $269.3 million and $193.6$244.1 million, respectively, related to deferred revenue that existed at the beginning of the yearperiod in respect to ESPESP.
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4. Acquisitions and voucher promotions. Additionally, no ESP revenuedivestitures
Rocksbox
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 recognized beginning on March 23, 2020 duedriven by Signet's Inspiring Brilliance strategy and its initiatives to accelerate growth in its services offerings. Net assets acquired primarily consist of goodwill and intangible assets (see Note 18 for details). In connection with closing the acquisition, the Company incurred approximately $1.4 million of acquisition-related costs for professional services during Fiscal 2022, which were recorded as SG&A in the consolidated statement of operations.
The results of Rocksbox subsequent to the temporary closureacquisition date are reported as a component of the North America reportable segment. Pro forma results of operations have not been presented, as the impact on the Company’s stores and service centers as a result of COVID-19. Asconsolidated financial results was not material.
Diamonds Direct
On November 17, 2021, the Company began reopening storesacquired all of the outstanding shares of Diamonds Direct USA, Inc. (“Diamonds Direct”) for cash consideration of $503.1 million, net of cash acquired of $14.2 million, and service centers duringincluding the secondfinal additional payment of $1.9 million made in the first quarter of Fiscal 2021, the Company resumed recognizing service revenue as it fulfilled its performance obligations under the ESP.
4. Credit transaction, net
During the fiscal year ended February 3, 2018, Signet announced a strategic initiative to outsource its North America private label credit card programs and sell the existing in-house finance receivables. In October 2017, Signet, through its subsidiary Sterling Jewelers Inc (“Sterling”), completed the sale of the prime-only credit quality portion of Sterling’s in-house finance receivable portfolio to Comenity Bank (“Comenity”). The Company had previously entered into2023. Diamonds Direct is an agreement with Comenity to provide credit services to its Zales banners for all credit card customers (prime and non-prime), and this pre-existing Zales arrangement with Comenity was unaffected by the execution of the Sterling agreement. The Zales agreement expires in January 2023, and the Sterling agreement expires in October 2024.
Under the program agreements, Comenity established a program to issue credit cards to be serviced, marketed and promoted in accordance with the terms of the respective agreement. Subject to limited exceptions, Comenity is the exclusive issuer of private label credit cards or an installment or other closed end loan productoff-mall, destination jeweler in the United States bearing specified Company trademarks duringUS, with a highly productive, efficient operating model with demonstrated growth and profitability which immediately contributed to Signet’s Inspiring Brilliance strategy to accelerate growth and expand the term of the agreements. Upon expiration or termination by either party of the agreements, the Company retains the option to purchase, or arrange the purchase by a third party of, the program assets from Comenity on terms that are no more onerous to the Company than those applicable to Comenity under the agreements, orCompany’s market in the case of a purchase by a third party, on customary terms. The program agreements contain customary representations, warrantiesaccessible luxury and covenants.
In addition to the prime-only credit card portfolio, the Company also entered into various agreements to outsource the non-prime portion of its private label credit card program for Sterlingbridal. Diamonds Direct’s strong value proposition, extensive bridal offering and sell the existing in-house financing receivables. Belowcustomer-centric, high-touch shopping experience is a summary of these transactions related todestination for young, luxury-oriented bridal shoppers.
The information included herein has been prepared based on the non-prime portfolio:
Fiscal 2019 non-prime transaction
During March 2018, the Company, through its subsidiary Sterling, entered into a definitive agreement with CarVal Investors (“CarVal”) to sell all eligible non-prime in-house accounts receivable. In May 2018, the Company exercised its option to appoint a minority party, Castlelake, L.P. (“Castlelake”), to purchase 30% of the eligible receivables sold to CarVal under the Receivables Purchase Agreement. In June 2018, the Company completed the sale of the non-prime in-house accounts receivable at a price expressed as 72% of the par value of the accounts receivable. The purchase price was settled with 95% received as cash upon closing. The remaining 5%allocation of the purchase price was deferred until the second anniversaryusing estimates of the closing date. Final paymentfair value and useful lives of assets acquired and liabilities assumed which were determined by management using a combination of income and cost approaches, including the relief from royalty method and replacement cost method.
The following table presents the estimated fair value of the deferredassets acquired and liabilities assumed from Diamonds Direct at the date of acquisition:
(in millions)
Inventories$229.1 
Property, plant and equipment32.3 
Operating lease right-of-use assets56.9 
Intangible assets126.0 
Other assets6.8 
Identifiable assets acquired451.1 
Accounts payable46.8 
Deferred revenue36.0 
Operating lease liabilities57.6 
Deferred taxes31.2 
Other liabilities27.6 
Liabilities assumed199.2 
Identifiable net assets acquired251.9 
Goodwill251.2 
Net assets acquired$503.1 
The Company recorded acquired intangible assets of $126.0 million, consisting entirely of an indefinite-lived trade name.
Goodwill is calculated as the excess of the purchase price was contingent uponover the non-prime in-house finance receivable portfolio achieving a pre-defined yield, which was finalizedestimated fair values of the assets acquired and the liabilities assumed in Fiscal 2021 (see below).the acquisition and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The agreement contains customary representations, warrantiesamount allocated to goodwill associated with the Diamonds Direct acquisition is primarily the result of expected synergies resulting from combining the activities such as marketing and covenants.digital effectiveness, expansion of connected commence capabilities, and sourcing savings. The Company allocated goodwill to its North America reportable segment. None of the goodwill associated with this transaction is deductible for income tax purposes.
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Receivables reclassification:In March 2018,connection with the eligible non-prime in-house accounts receivables that metacquisition, the criteria for saleCompany incurred $5.0 million of acquisition-related costs during Fiscal 2022, which were reclassified from "held for investment"recorded as SG&A in the consolidated statement of operations.
The results of Diamonds Direct subsequent to "held for sale"the acquisition date are reported as a component of the North America reportable segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated balance sheet. Accordingly,financial results was not material.
Blue Nile
On August 19, 2022, the receivablesCompany acquired all of the outstanding shares of Blue Nile, Inc. (“Blue Nile”), subject to the terms of a stock purchase agreement entered into on August 5, 2022. The total cash consideration was $389.9 million, net of cash acquired of $16.6 million, including purchase price adjustments for working capital. In connection with the acquisition, the Company incurred $4.2 million of acquisition-related costs during Fiscal 2023, which were recorded atas SG&A in the lowerconsolidated statement of cost (par) oroperations.
Blue Nile is a leading online retailer of engagement rings and fine jewelry. The strategic acquisition of Blue Nile accelerated Signet's initiative to expand its bridal offerings and grow its accessible luxury portfolio while enhancing its connected commerce capabilities as well as extending its digital leadership across the jewelry category – all while further achieving meaningful operating synergies to enhance shopping experiences for consumers and create value for shareholders.
The information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value asand useful lives of assets acquired and liabilities assumed which were determined by management using a combination of income and cost approaches, including the relief from royalty method and replacement cost method.
The following table presents the estimated fair value of the assets acquired and liabilities assumed from Blue Nile at the date of acquisition:
(in millions)
Inventories$85.8 
Property, plant and equipment33.1 
Operating lease right-of-use assets39.1 
Intangible assets96.0 
Other assets23.6 
Identifiable assets acquired277.6 
Accounts payable71.6 
Deferred revenue16.5 
Operating lease liabilities38.5 
Other liabilities17.9 
Liabilities assumed144.5 
Identifiable net assets acquired133.1 
Goodwill256.8 
Net assets acquired$389.9 
The Company recorded acquired intangible assets of $96.0 million, consisting entirely of an indefinite-lived trade name. In addition, the reclassificationCompany acquired federal net operating loss and other carryforwards of approximately $90 million and $71 million, respectively. Such amounts are subject to certain limitations under Section 382 of the US Internal Revenue Code (“IRC”), and generally do not expire. Refer to Note 10 for further information on the Company’s deferred taxes, including these carryforwards.
Goodwill is calculated as the excess of the purchase price over the estimated fair values of the assets acquired and the liabilities assumed in the acquisition and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The amount allocated to goodwill associated with the Blue Nile acquisition is primarily the result of expected synergies resulting from combining the merchandising and sourcing activities of the Company’s digital banners, as well as efficiencies in marketing and other aspects of the combined operations. The Company allocated goodwill to its North America reportable segment. None of the goodwill associated with this transaction is deductible for income tax purposes.
The results of Blue Nile subsequent adjustments to the asset fair valueacquisition date are reported as required through the closing datea component of the transaction. DuringNorth America reportable segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.
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Service Jewelry & Repair
On July 11, 2023, the Company acquired certain assets of Service Jewelry & Repair, Inc. (“SJR”). SJR is a leader in jewelry and watch repair to both consumers and businesses. The total cash consideration was $6.0 million. The SJR acquisition was driven by Signet's Inspiring Brilliance strategy and its initiatives to accelerate growth in its services offerings. Net assets acquired primarily consist of inventory and goodwill.
UK Prestige Watch Business
On October 18, 2023, the Company entered into an agreement to sell the operations and certain assets of the Company’s UK prestige watch business in the International reportable segment, including 21 retail locations. The sale of these locations was substantially completed in the fourth quarter of Fiscal 2019, total valuation losses2024 for proceeds of $160.4$53.8 million wereand resulted in a pre-tax gain of $12.3 million recorded within credit transaction,in other operating income (expense), net in the consolidated statement of operations. The sale of the remaining locations is expected to close in the first half of Fiscal 2025, and the remaining proceeds are not expected to be material.

Proceeds received: In June 2018,The business did not meet the Company received $445.5 million in cash consideration forcriteria to be classified as discontinued operations as the receivables sold baseddisposal does not represent a strategic shift that will have a major effect on the termsCompany's operations. The related assets and liabilities expected to be disposed of the agreements with CarVal and Castlelake described above. The Company alsohave been presented as held for sale as of February 3, 2024, recorded a receivable related to the deferred purchase price payment within other current assets and will adjust the asset to fair value in each period of the performance period. See Note 21 for additional information regarding the fair value of deferred purchase price.
Expenses: During Fiscal 2019, the Company incurred $7.0 million of transaction-related costs, which were recorded within credit transaction, netother current liabilities in the consolidated statement of operations.
In addition, for a five-year term, Signet will remain the issuer of non-prime credit with investment funds managed by CarVal and Castlelake purchasing forward receivables at a discount rate determined in accordance with their respective agreements. Signet will hold the newly issued non-prime credit receivables on its balance sheet for two business days prior to selling the receivables to the respective counterparty in accordance with the agreements. Servicing of the non-prime receivables, including operational interfaces and customer servicing, will continue to be provided by Genesis Financial Solutions (“Genesis”) under the five-year agreement entered into with the Company in October 2017.
Fiscal 2021 non-prime agreements
During Fiscal 2021, the 2018 agreements pertaining to the purchase of forward flow receivables were terminated and new agreements were executed with CarVal and Castlelake which are effective until June 2021. Historically, non-prime receivables represent approximately 7% of Signet’s consolidated revenue on an annual basis. The new agreements provide that CarVal and Castlelake will continue to purchase add-on non-prime receivables created on existing customer accounts at a discount rate determined in accordance with the new agreements. As a result of the above agreements, Signet began retaining forward flow non-prime receivables created for new customers, which ultimately represented approximately 2% of Signet’s Fiscal 2021 revenue. The termination of the previous agreements has no effect on the receivables that were previously sold to CarVal and Castlelake prior to the termination, except that Signet agreed to extend the parties’ payment obligation for the remaining 5% of the receivables previously purchased in June 2018 until the new agreements terminate. The Company’s agreement with the credit servicer Genesis remains in place.
During the fourth quarter of Fiscal 2021, the Company reached additional agreements with the Investors (as described in Note 13) to further amend the purchase agreements described above. CarVal will continue to purchase add-on receivables for existing accounts and will purchase 50% of new forward flow non-prime receivables through June 30, 2021. Genesis will purchase the remaining 50% of new forward flow non-prime receivables through June 30, 2021. Castlelake will not purchase any new forward flow non-prime receivables but will continue to purchase add-on receivables for existing accounts through June 30, 2021. Signet will continue to retain add-ons receivables for existing accounts.

sheet.
5. Segment information
Financial information for each of Signet’s reportable segments is presented in the tables below. Signet’s chief operating decision makerCODM utilizes segment sales and operating income, after the elimination of any inter-segment transactions, to determine resource allocations and performance assessment measures. Signet aggregates operating segments with similar economic and operating characteristics. Signet manages its business as 3three reportable segments: North America, International, and Other. Signet’s sales are derived from the retailing of jewelry, watches, other products and services as generated through the management of its reportable segments. The Company allocates certain support center costs between operating segments, and the remainder of the unallocated costs are included with the corporate and unallocated expenses presented. In addition, beginning in Fiscal 2021, the Company allocates restructuring costs (further described in Note 6) to the operating segment where these charges were incurred, and the presentation of such costs has been reflected consistently in all periods presented.
The North America reportable segment operates across the US and Canada. Its US stores operate nationally in malls and off-mall locations, as well as online, principally as Kay (Kay Jewelers and Kay Jewelers Outlet), Zales (Zales Jewelers and Zales Outlet), Jared (Jared The Galleria Of Jewelry and Jared Vault), Diamonds Direct, Banter by Piercing Pagoda, Rocksbox, and digital banners, James Allen and Piercing Pagoda, which operates through mall-based kiosks.Blue Nile. Its Canadian stores operate as the Peoples Jewellers store banner.Jewellers.
The International reportable segment operates stores in the UK, Republic of Ireland and Channel Islands.Islands, as well as online. Its stores operate in shopping malls and off-mall locations (i.e. high street) principally asunder the H.Samuel and Ernest Jones.Jones banners.
The Other reportable segment primarily consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones.
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(in millions)(in millions)Fiscal 2021Fiscal 2020Fiscal 2019(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Sales:Sales:
North America segment (1)
North America segment (1)
North America segment (1)
North America segment (1)
$4,840.9 $5,565.8 $5,641.7 
International segmentInternational segment355.9 518.0 576.5 
Other segmentOther segment30.1 53.3 28.9 
Total salesTotal sales$5,226.9 $6,137.1 $6,247.1 
Operating income (loss):Operating income (loss):
Operating income (loss):
Operating income (loss):
North America segment (2)
North America segment (2)
North America segment (2)
North America segment (2)
$57.9 $284.9 $(666.0)
International segment (3)
International segment (3)
(43.3)9.0 4.4 
Other segment (4)
(0.3)(15.9)(11.7)
Corporate and unallocated expenses (5)
(72.0)(119.7)(91.3)
Total operating income (loss)(57.7)158.3 (764.6)
Interest expense(32.0)(35.6)(39.7)
Other non-operating income, net0 7.0 1.7 
Income (loss) before income taxes$(89.7)$129.7 $(802.6)
Other segment
Corporate and unallocated expenses (4)
Total operating income
Interest income (expense), net
Other non-operating expense, net
Income before income taxes
Depreciation and amortization:Depreciation and amortization:
Depreciation and amortization:
Depreciation and amortization:
North America segment
North America segment
North America segmentNorth America segment$163.7 $159.9 $165.8 
International segmentInternational segment12.0 17.8 17.5 
Other segmentOther segment0.3 0.3 0.3 
Total depreciation and amortizationTotal depreciation and amortization$176.0 $178.0 $183.6 
Capital additions:Capital additions:
Capital additions:
Capital additions:
North America segment
North America segment
North America segmentNorth America segment$79.0 $128.3 $123.9 
International segmentInternational segment4.0 8.0 9.6 
Other segmentOther segment0 
Total capital additionsTotal capital additions$83.0 $136.3 $133.5 
(1)    Sales includeIncludes sales of $150.9$196.0 million, $204.6$209.1 million and $218.3$206.2 million generated by Canadian operations in Fiscal 2021,2024, Fiscal 20202023 and Fiscal 2019,2022, respectively.
(2)    Fiscal 20212024 includes: 1) $1.6$22.0 million of acquisition and integration-related expenses, primarily severance and retention, exit and disposal costs and system decommissioning costs incurred for the integration of Blue Nile; 2) $6.3 million of restructuring charges; 3) $9.0 million of net asset impairment charges primarily related to restructuring and integration; and 4) a $3.0 million credit to income related to the adjustment of a prior litigation accrual.
Fiscal 2023 includes: 1) $13.4 million of cost of sales associated with the fair value step-up of inventory acquired in the Diamonds Direct and Blue Nile acquisitions; 2) $14.7 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $203.8 million related to inventory charges recorded in conjunction with the Company’s restructuring activities; 2) $36.0 million primarily related to severance, professional feespre-tax litigation charges; and store closure costs recorded in conjunction with the Company’s restructuring activities; and 3)4) net asset impairment charges of $136.7$20.0 million.
Fiscal 20202022 includes: 1) $6.0$5.4 million of cost of sales associated with the fair value step-up of inventory acquired in the Diamonds Direct acquisition; 2) $6.4 million of acquisition-related expenses related to inventory charges recorded in conjunction with the Company’s restructuring activities; 2) $42.1 million primarily related to severance, professional feesDiamonds Direct and store closure costs recorded in conjunction with the Company’s restructuring activities; andRocksbox; 3) net asset impairment charges of $47.7 million.
Fiscal 2019 includes: 1) $52.7$2.0 million; 4) $1.4 million related to inventory charges recorded in conjunctionof gains associated with the Company’ssale of customer in-house finance receivables; and 5) $1.0 million credit to restructuring activities; 2) $44.9 millionexpense, primarily related to severance, professional feesadjustments to previously recognized restructuring liabilities.
See Note 4, Note 12, Note 16, Note 26 and store closureNote 28 for additional information.
(3)    Fiscal 2024 includes a $12.3 million gain from the divestiture of the UK prestige watch business, net of transaction costs recorded in conjunction with the Company’sand $1.2 million of restructuring activities; 3)charges.
Fiscal 2023 includes net asset impairment charges of $731.8 million; and 4) $160.4 million from the valuation losses related to the sale$2.7 million.
Fiscal 2022 includes net asset impairment gains of eligible non-prime in-house accounts receivable.$0.5 million.
See Note 6,4, Note 1816 and Note 1626 for additional information.
(3)    Fiscal 2021 includes: 1) $9.7 million primarily related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities; and 2) asset impairment charges of $22.3 million.
Fiscal 2020 includes $7.0 million primarily related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities.
Fiscal 2019 includes: 1) $8.5 million primarily related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities; and 2) $3.8 million related to inventory charges recorded in conjunction with the Company’s restructuring activities.
See Note 6 and Note 16for additional information.
(4)    Fiscal 2021 includes $0.2 million benefit recognized due to a change in inventory reserves previously recognized as part of the Company’s restructuring activities.
Fiscal 2020 includes $3.2 million related to inventory charges recorded in conjunction with the Company’s restructuring activities.
Fiscal 20192022 includes: 1) $5.7 million related to inventory charges recorded in conjunction with the Company’s restructuring activities; and 2) asset impairment chargesa charge of $3.6 million.
See Note 6 and Note 18 for additional information.
(5)    Fiscal 2021 includes: 1) charges of $7.5$1.7 million related to the settlement of previously disclosed shareholder litigation matters, net of expected insurance proceeds;matters; and 2) $0.5$2.3 million credit to restructuring expense primarily related to charges recorded in conjunction with the Company’sadjustments to previously recognized restructuring activities.liabilities.
See Note 28 for additional information.
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Fiscal 2020 includes: 1) charges of $33.2 million related to the settlement of previously disclosed shareholder litigation matters, inclusive of expected insurance proceeds; and 2) $20.8 million related to charges recorded in conjunction with the Company’s restructuring activities.
Fiscal 2019 includes: 1) $10.3 million related to charges recorded in conjunction with the Company’s restructuring activities; 2) $11.0 million related to the resolution of a previously disclosed regulatory matter; and 3) $7.0 million representing transaction costs associated with the sale of the non-prime in-house accounts receivable.
See Note 4, Note 27 and Note 6 for additional information.
(in millions)January 30, 2021February 1, 2020
Total assets:
North America segment$5,101.9 $5,240.2 
International segment514.2 546.4 
Other segment44.9 91.3 
Corporate and unallocated517.9 421.2 
Total assets$6,178.9 $6,299.1 
Total long-lived assets:
North America segment$978.1 $1,196.7 
International segment41.6 54.6 
Other segment2.8 3.2 
Total long-lived assets$1,022.5 $1,254.5 
6. Restructuring Plans
Signet Path to Brilliance Plan
During the first quarter of Fiscal 2019, Signet launched a three-year comprehensive transformation plan, the “Signet Path to Brilliance” plan (the “Plan”) to reposition the Company to be the OmniChannel jewelry category leader. The Plan was originally expected to result in pre-tax charges in the range of $200 million - $220 million over the duration of the plan of which $105 million - $115 million are expected to be cash charges. To date the Company has incurred charges of $252.6 million under the Plan, including $126.9 million in non-cash charges, which have exceeded the original estimates of the Plan based primarily on certain accelerated actions during Fiscal 2021, specifically as it relates to the optimization of its real estate footprint and the right-sizing of staffing at its stores and support centers.
During Fiscal 2021, restructuring charges of $47.6 million were recognized, primarily related to store closure costs (including non-cash accelerated depreciation on property and equipment), severance costs and professional fees for legal and consulting services. As of the end of Fiscal 2021, the restructuring activities under the Plan are substantially complete and any remaining charges under the Plan are not expected to be material.
Restructuring charges and other Plan related costs are classified in the consolidated statements of operations as follows:
(in millions)Statement of operations locationFiscal 2021Fiscal 2020Fiscal 2019
Inventory charges(1)
Restructuring charges - cost of sales$1.4 $9.2 $62.2 
Other Plan related expenses(2)
Restructuring charges46.2 69.9 63.7 
Total Signet Path to Brilliance Plan expenses$47.6 $79.1 $125.9 
(in millions)February 3, 2024January 28, 2023
Total assets:
North America segment$5,913.0 $5,901.5 
International segment437.4 405.9 
Other segment98.9 122.3 
Corporate and unallocated363.9 190.7 
Total assets$6,813.2 $6,620.4 
Total long-lived assets (1):
North America segment$1,616.1 $1,702.5 
International segment36.2 40.2 
Other segment2.7 2.9 
Total long-lived assets$1,655.0 $1,745.6 
(1)    Inventory charges represent non-cash charges. See Note 14 for additional information related to inventoryIncludes property, plant and inventory reserves.
(2)    Fiscal 2021, Fiscal 2020,equipment, net; goodwill; and Fiscal 2019 other Plan related expenses included $14.7 million, $16.7 million, and $22.7 million of non-cash charges, respectively.intangible assets, net.

The composition of restructuring charges the Company incurred during Fiscal 2021, Fiscal 2020 and Fiscal 2019, as well as the cumulative amount incurred through January 30, 2021, were as follows:
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019Cumulative amount
Inventory charges$1.4 $9.2 $62.2 $72.8 
Termination benefits24.1 16.1 9.7 49.9 
Store closure and other costs22.1 53.8 54.0 129.9 
Total Signet Path to Brilliance Plan expenses$47.6 $79.1 $125.9 $252.6 

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Plan liabilities of $8.6 million were recorded within accrued expenses and other current liabilities and Plan liabilities of $1.6 million were recorded within other liabilities in the consolidated balance sheet as of January 30, 2021. Plan liabilities primarily represent store closure liabilities and consulting services.
The following table summarizes the activity related to the Plan liabilities between periods:
(in millions)Termination benefitsStore closure and other costsConsolidated
Balance at February 3, 2018$$$0 
Payments and other adjustments(9.7)(103.6)(113.3)
Charged to expense9.7 116.2 125.9 
Balance at February 2, 201912.6 12.6 
Payments and other adjustments(14.1)(65.2)(79.3)
Charged to expense16.1 63.0 79.1 
Balance at February 1, 20202.0 10.4 12.4 
Payments and other adjustments(24.0)(25.8)(49.8)
Charged to expense24.1 23.5 47.6 
Balance at January 30, 2021$2.1 $8.1 $10.2 
7.6. Redeemable preferred shares
On October 5, 2016, the Company issued 625,000 preferred sharesredeemable Series A Convertible Preference Shares (“Preferred Shares”) to Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC, all affiliates of Leonard Green & Partners, L.P., (together, the “Investors”“Preferred Shareholders”) for an aggregate purchase price of $625.0 million, or $1,000 per share (the “Stated Value”) pursuant to the investment agreement dated August 24, 2016. The Company's preferred sharesPreferred Shares are classified as temporary equity within the consolidated balance sheets.
In connection with the issuance of the preferred shares,Preferred Shares, the Company incurred direct and incremental expenses of $13.7 million, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. These direct and incremental expenses originally reduced the preferred sharesPreferred Shares carrying value, and are accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date in November 2024. Accumulated accretion relating to these fees of $7.3$12.4 million was recorded in the consolidated balance sheet as of January 30, 2021 (February 1, 2020: $5.7February 3, 2024 (January 28, 2023: $10.7 million).
Dividend rights: The preferred sharesPreferred Shares rank senior to the Company’s common shares, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The liquidation preference for preferred sharesPreferred Shares is equal to the greater of (a) the Stated Value per share, plus all accrued but unpaid dividends and (b) the consideration holders would have received if preferred sharesPreferred Shares were converted into common shares immediately prior to the liquidation. Preferred shareholdersShareholders are entitled to a cumulative dividend at the rate of 5% per annum, payable quarterly in arrears, commencing on February 15, 2017, either in cash or by increasing the Stated Value at the option of the Company. In addition, preferred shareholdersPreferred Shareholders were entitled to receive dividends or distributions declared or paid on common shares on an as-converted basis, other than the Company’s regularly declared quarterly cash dividends not in excess of 130% of the arithmetic average of the regular, quarterly cash dividends per common share, if any, declared by the Company during the preceding four calendar quarters.
On November 2, 2016, the Board of Directors approved certain changes to the rights of the preferred shareholders,Preferred Shareholders, including the following: (a) elimination of the right of preferred shareholdersPreferred Shareholders to receive dividends or other distributions declared on the Company’s common shares and inclusion of adjustments to the conversion rate in the event of any dividend, distribution, spin-off or certain other events or transactions in respect of the common shares; and (b) addition of a requirement for approval by the holders of the majority of the issued preferred sharesPreferred Shares for the declaration or payment by the Company of any dividends or other distributions on the common shares other than (i) regularly declared quarterly cash dividends paid on the issued common shares in any calendar quarter in an amount per share that is not more than 130% of the arithmetic average of the regular, quarterly cash dividends per common share, if any, declared by the Company during the preceding four calendar quarters for such quarter and (ii) any dividends or other distributions which are paid or distributed at the same time on the common shares and the preferred shares,Preferred Shares, provided that the amount paid or distributed to the preferred sharesPreferred Shares is based on the number of common shares into which such preferred sharesPreferred Shares could be converted on the applicable record date for such dividends or other distributions.
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Conversion features: Preferred sharesShares are convertible at the option of the holdersPreferred Shareholders at any time into common shares at the then applicable conversion rate. The conversion rate is subject to certain anti-dilution and other adjustments, including stock split / split/reverse stock split transactions, regular dividends declared on common shares, share repurchases (excluding amounts through open market transactions or accelerated share repurchases) and issuances of common shares or other securities convertible into common shares. The initial issuance did not include a beneficial conversion feature as the conversion price used to set the conversion ratio at the time of issuance was greater than the Company’s common stock price.
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At any time on or after October 5, 2018, all or a portion of outstanding preferred sharesPreferred Shares are convertible at the option of the Company if the closing price of common shares exceeds 175% of the then applicable conversion price for at least 20 consecutive trading days.
The following table presents certain conversion measures as of February 3, 2024 and January 30, 2021 and February 1, 2020:28, 2023:
(in millions, except conversion rate and conversion price)(in millions, except conversion rate and conversion price)January 30, 2021February 1, 2020(in millions, except conversion rate and conversion price)February 3, 2024January 28, 2023
Conversion rateConversion rate12.2297 12.2297 
Conversion priceConversion price$81.7682 $81.7682 
Potential impact of preferred shares if-converted to common shares7.9 7.6 
Liquidation preference$656.8 $632.8 
Potential impact of Preferred Shares if-converted to common shares
Liquidation preference (1)
(1)    Includes the Stated Value of the Preferred Shares plus any declared but unpaid dividends.
Redemption rights: At any time after November 15, 2024, the Company will have the right to redeem any or all, and the holders of the preferred sharesPreferred Shareholders will have the right to require the Company to repurchase any or all, of the preferred sharesPreferred Shares for cash at a price equal to the Stated Value plus all accrued but unpaid dividends. Upon certain change of control or delisting events involving the Company, preferred shareholdersPreferred Shareholders can require the Company to repurchase, subject to certain exceptions, all or any portion of its preferred sharesPreferred Shares at (a) an amount in cash equal to 101% of the Stated Value plus all accrued but unpaid dividends or (b) the consideration the holdersPreferred Shareholders would have received if they had converted their preferred sharesPreferred Shares into common shares immediately prior to the change of control event.
Voting rights: Preferred shareholdersShareholders are entitled to vote with the holders of common shares on an as-converted basis. Holders of preferred sharesPreferred Shareholders are entitled to a separate class vote with respect to certain designee(s) for election to the Company’s Board, of Directors, amendments to the Company’s organizational documents that have an adverse effect on the preferred shareholdersPreferred Shareholders and issuances by the Company of securities that are senior to, or equal in priority with, the preferred shares.Preferred Shares.
Registration rights: Preferred shareholdersShareholders have certain customary registration rights with respect to the preferred sharesPreferred Shares and the shares of common shares into which they are converted,convertible, pursuant to the terms of a registration rights agreement.
The Company declared the Preferred Share dividends during Fiscal 2021 payable “in-kind” by increasing the Stated Value of the Preferred Shares. The Stated Value of the Preferred Shares increased by $37.97 per share during Fiscal 2021, and increased by $12.97 per share subsequent to the end of Fiscal 2021, all of which will become payable upon liquidation of the Preferred Shares. Refer to Note 8 for additional discussion of the Company’s dividends on Preferred Shares.
8.7. Common shares, treasury shares reserves and dividends
Common shares
TheSignet’s common shares have a par value of each Common Share is 18 cents. There have been no issuanceissuances of common shares in Fiscal 2021,2024, Fiscal 2020,2023, or Fiscal 2019.2022.
Treasury shares
Signet may from time to time repurchase common shares under various share repurchase programs authorized by Signet’s Board. Repurchases may be made in the open market, through block trades, through accelerated share repurchase agreements or otherwise. The timing, manner, price and amount of any repurchases will be determined by the Company at its discretion, and will be subject to economic and market conditions, stock prices, applicable legal requirements and other factors. The repurchase programs are funded through Signet’s existing cash reserves and liquidity sources. Repurchased shares may beare held as treasury shares and used by Signet primarily for issuance of share basedshare-based awards (refer to Note 26)25), or for general corporate purposes.
Treasury shares represent the cost of shares that the Company purchased in the market under the applicable authorized repurchase program, shares forfeited under the Omnibus Incentive Plan and those previously held by the Employee Stock Ownership Trust (“ESOT”) to satisfy options under the Company’s share option plans.
On August 23, 2021, the Board authorized a reinstatement of repurchases under the 2017 Share Repurchase Program (the “2017 Program”). During Fiscal 2022, Fiscal 2023 and Fiscal 2024, the Board authorized increases in the remaining amount of shares authorized for repurchase under the 2017 Program by $559 million, $500 million, and $263 million, respectively, bringing the total authorization to approximately $1.9 billion as of February 3, 2024. Since the inception of the 2017 Program, the Company has repurchased approximately $1.2 billion of shares, with an additional $661.0 million of shares remaining authorized for repurchase as of February 3, 2024. Subsequent to year-end, the Board approved a further increase to the multi-year authorization under the 2017 Program bringing the total remaining authorization to approximately $850 million (net of approximately $7.0 million of share repurchases made in the first quarter of Fiscal 2025 through March 19, 2024).
On January 21, 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase the Company’s common shares for an aggregate amount of $250 million. On January 24, 2022, the Company made a prepayment of $250 million and took delivery of 2.5 million shares based on a price of $80 per share, which was 80% of the total prepayment amount. On March 14, 2022, the Company received an additional 0.8 million shares, representing the remaining 20% of the total prepayment and final settlement of the ASR. The number of shares received at final settlement was based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR.
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The ASR was accounted for as a purchase of common shares and a forward purchase contract. The Company reflected shares delivered as treasury shares as of the date the shares were physically delivered in computing the weighted average common shares outstanding for both basic and diluted earnings per share.
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the applicable criteria for equity classification and was reflected as additional paid in capital as of January 29, 2022.
The share repurchase activity is outlined in the table below:during Fiscal 2024, Fiscal 2023 and Fiscal 2022 was as follows:
Fiscal 2021Fiscal 2020Fiscal 2019
(in millions, expect per share amounts)Amount
authorized
Shares
repurchased
Amount
repurchased
Average
repurchase
price per
share
Shares
repurchased
Amount
repurchased
Average
repurchase
price per
share
Shares
repurchased
Amount
repurchased
Average
repurchase
price per
share
2017 Program(1)
$600.0 $$$0.00 7.5 $434.4 $57.64 
2016 Program(2)
$1,375.0 n/an/an/an/an/an/a1.3 $50.6 $39.76 
Total$$$0.00 8.8 $485.0 $55.06 
Fiscal 2024Fiscal 2023Fiscal 2022
(in millions, expect per share amounts)Shares
repurchased
Amount
repurchased (2)
Average
repurchase
price per
share (2)
Shares
repurchased
Amount
repurchased (1)(2)
Average
repurchase
price per
share (2)
Shares
repurchased
Amount
repurchased
Average
repurchase
price per
share (2)
2017 Program1.9 $139.3 $73.06 6.1 $426.1 $70.06 3.2 $261.8 $81.16 
(1)    The 2017 Program had $165.6amounts repurchased in Fiscal 2023 includes $50 million remaining as of January 30, 2021.related to the forward purchase contract in the ASR which was pre-paid in Fiscal 2022.
(2)    The 2016 Program was completed in March 2018.Includes amounts paid for commissions.
n/a    Not applicable.
Shares were reissued in the amounts of 0.00.7 million, 0.45.0 million and 0.22.5 million, net of taxes and forfeitures, in Fiscal 2021,2024, Fiscal 20202023 and Fiscal 2019,2022, respectively, to satisfy awards outstanding under existing share-based compensation plans. During Fiscal 2021,2024, Fiscal 2023 and Fiscal 2022, there were 0no retirements of common shares previously held as treasury shares in the consolidated balance sheets.
Dividends on common shares
As a result of COVID-19, Signet’sThe Board of Directors elected to temporarily suspendreinstate the dividend program on common shares effectivebeginning in the firstsecond quarter of Fiscal 2021.2022, following a temporary suspension of the dividend program during the COVID-19 pandemic. Dividends declared on the common shares during Fiscal 2024, Fiscal 2023 and Fiscal 2022 were as follows:
Fiscal 2021Fiscal 2020Fiscal 2019
Fiscal 2024Fiscal 2024Fiscal 2023Fiscal 2022
(in millions, except per share amounts)(in millions, except per share amounts)Cash dividend
per share
Total
dividends
Cash dividend
per share
Total
dividends
Cash dividend
per share
Total
dividends
(in millions, except per share amounts)Cash dividend
per share
Total
dividends
Cash dividend
per share
Total
dividends
Cash dividend
per share
Total
dividends
First quarterFirst quarter$0.00 0 $0.37 $19.3 $0.37 $21.8 
Second quarterSecond quarter0.000 0.3719.3 0.3719.2 
Third quarterThird quarter0.000 0.3719.4 0.3719.2 
Fourth quarter(1)
Fourth quarter(1)
0.000 0.3719.4 0.3719.2 
TotalTotal$0 $0 $1.48 $77.4 $1.48 $79.4 
(1)    Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of February 1, 2020,3, 2024 and January 28, 2023, there was $19.4$10.2 million and $9.0 million recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the cash dividends declared for the fourth quarter of Fiscal 2020. There were no dividends declared or accrued as of January 30, 2021.2024 and Fiscal 2023, respectively.
.
Dividends on preferred sharesPreferred Shares
Fiscal 2021Fiscal 2020Fiscal 2019
(in millions)Total dividendsTotal cash
dividends
Total cash
dividends
First quarter$7.8 $7.8 $7.8 
Second quarter7.9 7.8 7.8 
Third quarter8.0 7.8 7.8 
Fourth quarter(1)
8.1 7.8 7.8 
Total$31.8 $31.2 $31.2 
Dividends declared on the Preferred Shares during Fiscal 2024, Fiscal 2023 and Fiscal 2022 were as follows:
Fiscal 2024Fiscal 2023Fiscal 2022
(in millions)Total dividendsTotal dividendsTotal dividends
First quarter$8.2 $8.2 $8.2 
Second quarter8.2 8.2 8.2 
Third quarter8.2 8.2 8.3 
Fourth quarter (1)
8.3 8.2 8.2 
Total$32.9 $32.8 $32.9 
(1)    Signet’s preferred shares dividendsdividend policy results in the Preferred Share dividend payment date being a quarter in arrears from the declaration date. As a result, as of February 3, 2024 and January 30, 2021 and February 1, 2020, $8.128, 2023, $8.3 million and $7.8$8.2 million, respectively, has been recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the dividends on preferred sharesPreferred Shares declared for the fourth quarter of Fiscal 20212024 and Fiscal 2020. As disclosed in Note 7, the Fiscal 2021 dividends were paid “in-kind”.2023.
There were 0no cumulative undeclared dividends on the preferred sharesPreferred Shares that reduced net income attributable to common shareholders during Fiscal 2021.2024, Fiscal 2023, and Fiscal 2022. In addition, deemed dividends of $1.7 million related to accretion of issuance costs associated with the preferred sharesPreferred Shares were recognized in Fiscal 2021,2024, Fiscal 20202023 and Fiscal 2019.2022.
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9.8. Earnings (loss) per common share (“EPS”)
Basic EPS is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the period. The computation of basic EPS is outlined in the table below:
(in millions, except per share amounts)(in millions, except per share amounts)Fiscal 2021Fiscal 2020Fiscal 2019(in millions, except per share amounts)Fiscal 2024Fiscal 2023Fiscal 2022
Numerator:Numerator:
Net income (loss) attributable to common shareholders$(48.7)$72.6 $(690.3)
Net income attributable to common shareholders
Net income attributable to common shareholders
Net income attributable to common shareholders
Denominator:Denominator:
Weighted average common shares outstandingWeighted average common shares outstanding52.0 51.7 54.7 
Weighted average common shares outstanding
Weighted average common shares outstanding
EPS – basicEPS – basic$(0.94)$1.40 $(12.62)
The dilutive effect of share awards represents the potential impact of outstanding awards issued under the Company’s share-based compensation plans, including restricted shares, restricted stock unitsRSAs, RSUs, PSUs, and stock options issued under the Omnibus Plan and stock options issued under the Share Saving Plans. The dilutive effect of preferredPSUs represents the number of contingently issuable shares that would be issuable if the end of the period was the end of the contingency period and is based on the actual achievement of performance metrics through the end of the current period. The dilutive effect of the Preferred Shares represents the potential impact for common shares that would be issued upon conversion. Potential common share dilution related to share awards and preferred sharesPreferred Shares is determined using the treasury stock and if-converted methods, respectively. Under the if-converted method, the preferred sharesPreferred Shares are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented, only in the periods in which such effect is dilutive. Additionally, in periods in which preferred sharesthe Preferred Shares are dilutive, cumulative dividends and accretion for issuance costs associated with the preferred sharesPreferred Shares are added back to net income (loss) attributable to common shareholders. See Note 76 for additional discussion of the Company’s preferred shares.Preferred Shares.
The computation of diluted EPS is outlined in the table below:
(in millions, except per share amounts)(in millions, except per share amounts)Fiscal 2021Fiscal 2020Fiscal 2019(in millions, except per share amounts)Fiscal 2024Fiscal 2023Fiscal 2022
Numerator:Numerator:
Net income (loss) attributable to common shareholders$(48.7)$72.6 $(690.3)
Net income attributable to common shareholders
Net income attributable to common shareholders
Net income attributable to common shareholders
Add: Dividends on Preferred Shares
Numerator for diluted EPSNumerator for diluted EPS$(48.7)$72.6 $(690.3)
Denominator:Denominator:
Weighted average common shares outstanding52.0 51.7 54.7 
Plus: Dilutive effect of share awards0 0.1 
Denominator:
Denominator:
Basic weighted average common shares outstanding
Basic weighted average common shares outstanding
Basic weighted average common shares outstanding
Plus: Dilutive effect of share awards (1)
Plus: Dilutive effect of Preferred Shares
Diluted weighted average common shares outstandingDiluted weighted average common shares outstanding52.0 51.8 54.7 
EPS – dilutedEPS – diluted$(0.94)$1.40 $(12.62)
EPS – diluted
EPS – diluted
(1)    For Fiscal 2024, Fiscal 2023 and Fiscal 2022, the estimated dilutive effect of share awards includes 0.4 million, 0.9 million and 2.0 million of contingently issuable PSUs, respectively.
The calculation of diluted EPS excludes the following items for each respective period on the basis that their effect would be anti-dilutive.antidilutive.
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Share awards1.8 0.91.1 
Potential impact of preferred shares7.8 7.6 7.1 
Total anti-dilutive shares9.6 8.5 8.2 
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Potential impact of accelerated share repurchase— — 0.6 
Total antidilutive shares— 0.6 
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10.9. Accumulated other comprehensive income (loss)
The following tables present the changes in AOCI by component and the reclassifications out of AOCI, net of tax:
Pension plan
Pension plan
(in millions)(in millions)Foreign
currency
translation
Gain (losses) on available-for-sale securities, netGains (losses)
on cash flow
hedges
Actuarial
gains
(losses)
Prior
service
credits (costs)
Accumulated
other
comprehensive
income (loss)
Balance at February 3, 2018$(212.5)$(0.1)$0.7 $(51.1)$2.4 $(260.6)
(in millions)
(in millions)Foreign
currency
translation
Gain (losses) on available-for-sale securitiesGains (losses)
on cash flow
hedges
Actuarial
gains
(losses)
Prior
service
credits (costs)
Accumulated
other
comprehensive
income (loss)
Balance at January 30, 2021
OCI before reclassificationsOCI before reclassifications(35.9)0.4 4.8 (3.4)(6.5)(40.6)
Amounts reclassified from AOCI to net income(1.5)0.7 (0.8)
Impacts from adoption of new accounting pronouncements(1)
(0.8)0.0 (0.8)
Amounts reclassified from AOCI to earnings
Net current period OCINet current period OCI(35.9)(0.4)3.3 (2.7)(6.5)(42.2)
Balance at February 2, 2019$(248.4)$(0.5)$4.0 $(53.8)$(4.1)$(302.8)
Balance at January 29, 2022
OCI before reclassificationsOCI before reclassifications(1.7)(0.2)11.2 0.4 9.7 
Amounts reclassified from AOCI to net income1.0 (2.7)1.0 (0.7)
Amounts reclassified from AOCI to earnings
Net current period OCINet current period OCI(1.7)0.8 8.5 1.4 9.0 
Balance at February 1, 2020$(250.1)$0.3 $12.5 $(52.4)$(4.1)$(293.8)
Net current period OCI
Net current period OCI
Balance at January 28, 2023
OCI before reclassificationsOCI before reclassifications11.2 0.2 (0.8)4.4 15.0 
Amounts reclassified from AOCI to net income(12.6)0.8 0.1 (11.7)
Amounts reclassified from AOCI to earnings
Net current period OCINet current period OCI11.2 0.2 (13.4)5.2 0.1 3.3 
Balance at January 30, 2021$(238.9)$0.5 $(0.9)$(47.2)$(4.0)$(290.5)
Net current period OCI
Net current period OCI
Balance at February 3, 2024
(1)    Adjustment reflects the reclassification of unrealized gains related to the Company’s available-for-sale equity securities as of February 3, 2018 from AOCI into retained earnings associated with the adoption of ASU 2016-01.
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The amounts reclassified from AOCI to earnings were as follows:
Amounts reclassified from AOCI
(in millions)
(in millions)
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022Statements of operations caption
(Gains) losses on cash flow hedges:
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts$(0.5)$(1.7)$0.6 
Cost of sales (1)
Amounts reclassified from AOCI
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019Statement of operations caption
Losses (gains) on cash flow hedges:
Foreign currency contracts$0 $(1.1)$0.7 
Cost of sales (1)
De-designated foreign currency contracts(0.6)
Other operating income (loss) (2)
Interest rate swaps0 (0.6)(1.9)
Interest expense, net (1)
Commodity contractsCommodity contracts(6.9)(1.7)(0.9)
Cost of sales (1)
De-designated commodity contracts(9.3)
Other operating income (loss) (2)
Commodity contracts
Commodity contracts — 0.4 
Cost of sales (1)
Total before income tax
Total before income tax
Total before income taxTotal before income tax(16.8)(3.4)(2.1)
Income taxesIncome taxes4.2 0.7 0.6 
Income taxes
Income taxes
Net of tax
Net of tax
Net of taxNet of tax(12.6)(2.7)(1.5)
Defined benefit pension plan items:Defined benefit pension plan items:
Defined benefit pension plan items:
Defined benefit pension plan items:
Amortization of unrecognized actuarial lossesAmortization of unrecognized actuarial losses1.0 1.2 0.9 
Other non-operating income, net (3)
Amortization of unrecognized net prior service credits0.1 
Other non-operating income, net (3)
Amortization of unrecognized actuarial losses
Amortization of unrecognized actuarial losses 3.5 2.1 
Other non-operating expense, net (2)
Amortization of unrecognized net prior service costsAmortization of unrecognized net prior service costs 0.3 0.1 
Other non-operating expense, net (2)
Pension settlement lossPension settlement loss0.2 133.7 — 
Other non-operating expense, net (2)
Total before income taxTotal before income tax1.1 1.2 0.9 
Income taxesIncome taxes(0.2)(0.2)(0.2)
Income taxes
Income taxes
Net of tax
Net of tax
Net of taxNet of tax0.9 1.0 0.7 
Available-for-sale securities:
Corporate equity securities, before income tax0 1.0 
Other operating income (loss) (4)
Income taxes0 
Net of tax0 1.0 0 
Total reclassifications, net of taxTotal reclassifications, net of tax$(11.7)$(0.7)$(0.8)
Total reclassifications, net of tax
Total reclassifications, net of tax
(1)    See Note 20 for additional information.
(2)    The Company’s cash flow hedges were dedesignated during the first quarter of Fiscal 2021. See Note 2027 for additional information.
(3)    These items are included in the computation of net periodic pension benefit (cost). See Note 22 for additional information.
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(4)    See Note 19 for additional information.
11. Income taxes
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Income (loss) before income taxes:
– US$(173.4)$32.3 $(1,135.8)
– Foreign83.7 97.4 333.2 
Total income (loss) before income taxes$(89.7)$129.7 $(802.6)
Current taxation:
– US$(222.2)$3.0 $(55.2)
– Foreign0.7 1.9 15.8 
Deferred taxation:
– US158.4 17.0 (85.8)
– Foreign(11.4)2.3 (20.0)
Total income tax expense (benefit)$(74.5)$24.2 $(145.2)
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10. Income taxes
Signet and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda in Fiscal 2024 and prior. On December 27, 2023, Bermuda enacted a 15% corporate income tax that will generally become effective for the Company in Fiscal 2026. The legislation includes a provision referred to as the economic transition adjustment (“ETA”) which is intended to provide a fair and equitable transition into the tax regime. The ETA allows companies to establish tax basis in the assets and liabilities at fair value as of September 30, 2023, excluding goodwill, of any entity subject to the tax. As a result of this provision, the Company has recorded a $263.3 million deferred tax asset in the fourth quarter of Fiscal 2024 related to the tax basis of certain intangible assets, which it expects to utilize to reduce future cash taxes paid in Bermuda over approximately a 10-year period.
Signet has global subsidiaries that are subject to tax in the jurisdictions in which they operate. The primary jurisdictions in which the Company’s subsidiaries are currently subject to tax are the United States, Canada, the United Kingdom, and Ireland.
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Income before income taxes:
– US$320.5 $281.2 $665.9 
– Foreign319.3 170.0 218.5 
Total income before income taxes$639.8 $451.2 $884.4 
Current taxation:
– US$(14.8)$157.1 $108.1 
– Foreign24.5 16.7 7.6 
Deferred taxation:
– US82.0 (70.4)8.4 
– Foreign(262.3)(28.9)(9.6)
Total income tax expense (benefit)$(170.6)$74.5 $114.5 
As the statutory rate of corporation tax in Bermuda is 0%, the differences between the US federal income tax rate and the effective tax rates for Signet have been presented below:
Fiscal 2021Fiscal 2020Fiscal 2019
Fiscal 2024Fiscal 2024Fiscal 2023Fiscal 2022
US federal income tax ratesUS federal income tax rates21.0 %21.0 %21.0 %US federal income tax rates21.0 %21.0 %21.0 %
US state income taxesUS state income taxes4.1 %3.1 %2.3 %US state income taxes2.7 %2.9 %3.3 %
Differences between US federal and foreign statutory income tax ratesDifferences between US federal and foreign statutory income tax rates0.1 %1.3 %0.3 %Differences between US federal and foreign statutory income tax rates0.4 %0.8 %(0.1)%
Expenditures permanently disallowable for tax purposes, net of permanent tax benefitsExpenditures permanently disallowable for tax purposes, net of permanent tax benefits(4.7)%3.3 %(0.8)%Expenditures permanently disallowable for tax purposes, net of permanent tax benefits(0.4)%(1.4)%— %
Impact of global reinsurance arrangementsImpact of global reinsurance arrangements14.1 %(20.3)%3.1 %Impact of global reinsurance arrangements(5.8)%(8.7)%(2.2)%
Impact of global financing arrangementsImpact of global financing arrangements0 %%4.2 %Impact of global financing arrangements(1.5)%(2.2)%(0.6)%
Impairment of goodwill(2.4)%7.5 %(13.4)%
Out of period adjustment0 %%1.4 %
Bermuda economic transition adjustment
Bermuda economic transition adjustment
Bermuda economic transition adjustment(41.1)%— %— %
CARES ActCARES Act111.9 %%%CARES Act %— %(1.4)%
Valuation allowanceValuation allowance(55.5)%%%Valuation allowance(0.3)%— %(6.5)%
Other itemsOther items(5.5)%2.8 %%Other items(1.7)%4.1 %(0.6)%
Effective tax rateEffective tax rate83.1 %18.7 %18.1 %Effective tax rate(26.7)%16.5 %12.9 %

In Fiscal 2021, Signet’s2024, the Company’s effective tax rate was higherlower than the US federal income tax rate primarily dueas a result of the favorable impact of the benefit of $263.3 million from the Bermuda ETA described above, as well as an uncertain tax position of $20.5 million which was settled in Fiscal 2024, the favorable impact of foreign rate differences, benefits from global reinsurance and financing arrangements, and discrete tax benefits of $13.5 million recognized in Fiscal 2024. Discrete tax benefits relate to the reclassification of remaining taxes on the pension settlement out of AOCI, the excess tax benefit for share-based compensation which vested during the year, and a reversal of a valuation allowance related to capital losses in the UK.
In Fiscal 2023, the Company’s effective tax rate was lower than the US federal income tax rate primarily as a result of the favorable impacts from the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) enacted on March 27, 2020,and the impact of Signet’sCompany’s global reinsurance arrangementand financing arrangements, partially offset by the unfavorable impact of an uncertain tax position related to a valuation allowanceprior year of $20.5 million recorded against certain state deferred tax assets and the impairment of goodwill which was nondeductible for tax purposes.

The CARES Act provides a technical correction to the Tax Cuts and Jobs Act (TCJA) allowing fiscal year tax filers with federal net operating losses arising in the 2017/2018 tax year to be carried back two years to tax years that had a higher enacted tax rates resulting in a tax benefit of $74.0 million.The CARES Act also provides for net operating losses incurred in Fiscal 2021 to be carried back five years to tax years with higher enacted tax rates resulting in an anticipated tax benefit of $26.4 million.In addition, during Fiscal 2021, based on weighing all positive and negative evidence, management determined it was more likely than not that it would not be able to realize certain state deferred tax assets primarily related to state deferred tax assets including state net operating losses and recorded a valuation allowance of $50.0 million.

2023.
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Deferred taxes
Deferred tax assets (liabilities) consisted of the following:
January 30, 2021February 1, 2020
February 3, 2024February 3, 2024January 28, 2023
(in millions)(in millions)Assets(Liabilities)TotalAssets(Liabilities)Total(in millions)Assets(Liabilities)TotalAssets(Liabilities)Total
Intangible assetsIntangible assets$ $(41.7)$(41.7)$— $(63.0)$(63.0)
US property, plant and equipmentUS property, plant and equipment (55.3)(55.3)— (55.4)(55.4)
Foreign property, plant and equipmentForeign property, plant and equipment7.3  7.3 6.5 — 6.5 
Inventory valuationInventory valuation (230.4)(230.4)— (203.1)(203.1)
Revenue deferralRevenue deferral95.6  95.6 102.5 — 102.5 
Derivative instruments0.3  0.3 — (4.3)(4.3)
Lease assets
Lease assets
Lease assetsLease assets (295.1)(295.1)— (358.2)(358.2)
Lease liabilitiesLease liabilities331.5  331.5 380.6 — 380.6 
Deferred compensationDeferred compensation6.7  6.7 7.3 — 7.3 
Retirement benefit obligationsRetirement benefit obligations (9.8)(9.8)— (6.7)(6.7)
Share-based compensationShare-based compensation4.4  4.4 4.1 — 4.1 
Other temporary differencesOther temporary differences57.2  57.2 77.7 — 77.7 
Net operating losses and foreign tax credits56.5  56.5 137.0 — 137.0 
Bermuda economic transition adjustment
163(j) interest carryforward
Net operating losses
Value of capital lossesValue of capital losses13.9  13.9 12.9 — 12.9 
Total gross deferred tax assets (liabilities)Total gross deferred tax assets (liabilities)$573.4 $(632.3)$(58.9)$728.6 $(690.7)$37.9 
Valuation allowanceValuation allowance(83.9) (83.9)(38.4)— (38.4)
Deferred tax assets (liabilities)Deferred tax assets (liabilities)$489.5 $(632.3)$(142.8)$690.2 $(690.7)$(0.5)
Disclosed as:Disclosed as:
Disclosed as:
Disclosed as:
Non-current assets
Non-current assets
Non-current assetsNon-current assets$16.4 $4.7 
Non-current liabilitiesNon-current liabilities(159.2)(5.2)
Deferred tax assets (liabilities)Deferred tax assets (liabilities)$(142.8)$(0.5)
The following table is a rollforward of the Company’s deferred tax asset valuation allowance:
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Beginning balance$19.0 $27.9 $83.9 
Charged (credited) to income tax expense(2.0)— (43.8)
Increases from acquisitions1.4 1.9 — 
Lapsed due to expiration of benefit(0.3)(9.7)(11.9)
Foreign currency translation0.2 (1.1)(0.3)
Ending balance$18.3 $19.0 $27.9 
As of January 30, 2021,February 3, 2024, Signet had deferred tax assets associated with US Federal and state net operating loss carry forwards of $29.5$36.3 million, of which $11.5$25.1 million are subject to ownership change limitations rules under Section 382 of the Internal Revenue Code (“IRC”)IRC and various US state regulationsregulations. Federal net operating losses can be carried forward indefinitely and state net operating losses expire between 20202023 and 2039. Deferred2040. Signet had deferred tax assets associated with foreign tax credits also subject to Section 382 of the IRC total $8.7 million as of January 30, 2021, which expire between 2021 and 2024 and foreign net operating loss carryforwards of $18.3$29.7 million as of February 3, 2024, most of which expire between 2021 and 2040. Additionally,can be carried forward indefinitely. As of February 3, 2024, Signet had foreign capital loss carryforward deferred tax assets of $11.2$11.5 million (Fiscal 2020: $10.52023: $13.2 million), which can be carried forward over an indefinite period, and US capital loss carryforwards of $2.7 million which expire in 2022, both of which are only available to offset future capital gains.
The increasedecrease in the total valuation allowance in Fiscal 20212024 was $45.5$0.7 million. The valuation allowance as of February 3, 2024 primarily relates to certain state deferred tax assets including state net operating losses, foreign tax credits, capital and foreign operatingcapital loss carry forwards that, in the judgment of management, are not more likely than not to be realized.
Signet believes that it is more likely than not that deferred tax assets not subject to a valuation allowance as of January 30, 2021February 3, 2024 will be offset where permissible by deferred tax liabilities or realized on future tax returns, primarily from the generation of future taxable income.
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Uncertain tax positions
The following table summarizes the activity related to the Company’s unrecognized tax benefits for US federal, US state and non-US tax jurisdictions:
(in millions)(in millions)Fiscal 2021Fiscal 2020Fiscal 2019(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Unrecognized tax benefits, beginning of periodUnrecognized tax benefits, beginning of period$23.5 $18.1 $12.0 
Increases related to current year tax positionsIncreases related to current year tax positions1.0 2.0 2.5 
Increases from acquisitions
Increases related to prior year tax positionsIncreases related to prior year tax positions3.4 6.0 6.2 
Settlements with tax authorities
Settlements with tax authorities
Settlements with tax authorities
Lapse of statute of limitationsLapse of statute of limitations(2.6)(2.6)(2.4)
Difference on foreign currency translation0.1 (0.2)
Foreign currency translation
Unrecognized tax benefits, end of periodUnrecognized tax benefits, end of period$25.4 $23.5 $18.1 
As of January 30, 2021,February 3, 2024, Signet had approximately $25.4$26.0 million of unrecognized tax benefits in respect to uncertain tax positions. The unrecognized tax benefits relate primarily to intercompany deductions, including financing arrangements and intra-group charges which are subject to different and changing interpretations of tax law. Signet recognizes accrued interest and, where appropriate, penalties related to unrecognized tax benefits within income tax expense (benefit) in the consolidated statements of operations. As of January 30, 2021,February 3, 2024, Signet had accrued interest of $4.1$12.0 million and $0.6$0.5 million of accrued penalties. If all of these unrecognized tax benefits were settled in Signet’s favor, the effective income tax rate would be favorably impacted by $23.3$35.6 million.
Over the next twelve months management believes that it is reasonably possible that there could be a reduction of some or all of the unrecognized tax benefits as of January 30, 2021February 3, 2024 due to settlement of the uncertain tax positions with the tax authorities.
Signet has business activity in all states within the US and files income tax returns for the US federal jurisdiction and all applicable states. Signet also files income tax returns in the UK, Canada and certain other foreign jurisdictions. Signet is subject to examinations by the US federal and state and Canadian tax authorities for tax years ending after November 1, 2011 and is subject to examination by the UK tax authority for tax years ending after February 1, 2014. The Company has not received any material assessments to date related to open examinations in any of the above jurisdictions; however, the Company has been engaged with various tax authorities related to inquiries in the normal course of their examinations. Should these tax authorities assess the Company for one or more of the tax positions taken within the Company’s income tax filings, and should the tax authorities prevail in such assessments, there could be a material impact on our results of operations and cash flows in future periods.
12.11. Other operating income (loss)(expense), net and other non-operating expense, net
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Interest income from customer in-house finance receivables (1)
$4.2 $$22.8 
Shareholder litigation charges, net of insurance recoveries (2)
(7.5)(33.2)
De-designated cash flow hedges (3)
9.9 
Other(4.2)3.6 3.4 
Other operating income (loss)$2.4 $(29.6)$26.2 
The following table provides the components of other operating income (expense), net for Fiscal 2024, Fiscal 2023 and Fiscal 2022:
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Litigation charges (1)
$3.0 $(203.8)$(1.7)
Gain on divestitures (2)
12.3 — — 
Restructuring charges (3)
(7.5)— 3.3 
Interest income from customer in-house finance receivables (4)
 — 6.5 
UK government grants — 8.6 
Other(4.9)(6.1)(4.9)
Other operating income (expense), net$2.9 $(209.9)$11.8 
(1)Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized during Fiscal 2023. See Note 28 for additional information.
(2)    See Note 4 andfor additional information.
(3)    See Note 26 for additional information.
(4)    See Note 13 for additional information.
The following table provides the components of other non-operating expense, net for Fiscal 2024, Fiscal 2023 and Fiscal 2022:
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Pension settlement loss (1)
$(0.2)$(133.7)$— 
Other(0.2)(6.5)(2.1)
Other non-operating expense, net$(0.4)$(140.2)$(2.1)
(2)(1)    See Note 27 for additional information.
(3) See Note 20for additional information.
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13. Accounts receivable, net
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12. Credit card outsourcing programs
The following table presents the components of Signet’s accounts receivable:
(in millions)January 30, 2021February 1, 2020
Customer in-house finance receivables, net$72.0 $
Accounts receivable, trade11.6 34.4 
Accounts receivable, held for sale5.1 4.4 
Accounts receivable, net$88.7 $38.8 
As further discussed in Note 4, during the fiscal year ended February 3, 2018, Signet announced a strategic initiativeCompany has entered into various agreements with Comenity Bank (“Comenity”) and Concora Credit Inc. (“Concora”) (formerly known as Genesis Financial Solutions) through its subsidiaries Sterling Jewelers Inc. (“Sterling”) and Zale Delaware, Inc. (“Zale”), to outsource its North America private label credit card programs. Non-primeUnder the original agreements, Comenity provided credit services to all prime credit customers for the Sterling banners and to all credit customers for the Zale banners. Credit to non-prime customers was provided by the Company under separate agreements with CarVal Investors and Castlelake, L.P. (the “Investors”), whereby the Investors purchased the receivables originated by the Company. In addition to the receivables sold to the Investors, Signet also maintained a portion of the non-prime in-house finance receivables not maintained byportfolio.
In Fiscal 2022, both the Company areSterling and Zale agreements (“Program Agreements”) with Comenity and Concora were amended and restated to provide credit services to both prime and non-prime customers. In addition, concurrently with these amended and restated Program Agreements, during the second quarter of Fiscal 2022, Signet sold to CarVal, Castlelake, and Genesis (collectively,its portion of the “Investors”). Receivables issued by the Company but pending transfernon-prime customer in-house finance receivables to the Investors for cash proceeds of $57.8 million. These receivables had a net book value of $56.4 million as of period end are classified as “held for sale”the sale date, and includedthus the Company recognized a gain on sale of $1.4 million in accounts receivable,the North America reportable segment within other operating income (expense), net in the consolidated balance sheets. These accountsstatements of operations during the second quarter of Fiscal 2022. Additionally, during the second quarter of Fiscal 2022, the Company received $23.5 million from the Investors for a remaining payment obligation for receivables previously purchased by the Investors in June 2018.
In Fiscal 2024, the Program Agreements were further amended to, among other matters, extend the terms of the Program Agreements to December 31, 2028.
13. Accounts receivable held for sale are recorded at fair value.
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Accounts receivable, trade
Accounts receivable, trade primarily includes amounts receivable relating to the insurance loss replacement businessCompany’s diamond sales in the InternationalNorth America reportable segment and accounts receivable from ourthe Company’s diamond sourcing initiativeoperation in the Other reportable segment.
Customer in-house finance receivables
As discussed in Note 4,12, the Company began to retainretained certain customer in-house finance receivables inprior to the date of the portfolio sale during the second quarter of Fiscal 2021. The allowance for credit losses is an estimate of expected credit losses, measured over the estimated life of its credit card receivables that considers forecasts of future economic conditions in addition to information about past events and current conditions.2022. The Company accountsaccounted for the expected credit losses under ASC 326, “Measurement of Credit Losses on Financial Instruments,” which is referred to as the Current Expected Credit Loss (“CECL”) model. The estimate under the CECL model is significantly influenced by the composition, characteristics and quality of the Company’s portfolio of credit card receivables, as well as the prevailing economic conditions and forecasts utilized. The estimate of the allowance for credit losses includesrelated to these receivables was an estimate for uncollectible principal as well as unpaid interest and fees.

The allowance is maintained through an adjustment to the provision for credit losses and is evaluated for appropriateness and adjusted quarterly. CECL requires entities to use a “pooled” approach to estimateof expected credit losses, for financial assets with similar risk characteristics. The Company evaluated multiple risk characteristicsmeasured over the estimated life of its credit card receivables portfoliothat considered forecasts of future economic conditions in addition to information about past events and determined that credit quality and account vintage to be the most significant characteristics for estimating expected credit losses. current conditions.
To estimate its allowance for credit losses, the Company segregatessegregated its credit card receivables into credit quality categories using the customers’ FICO scores.

The following three industry standard FICO score categories arewere used:

620 to 659 (“Near Prime”)(Near Prime)
580 to 619 (“Subprime”)(Subprime)
Less than 580 (“Deep Subprime”)(Deep Subprime)

These risk characteristics are evaluated on at least an annual basis, or more frequently as facts and circumstances warrant. The expected loss rates are adjusted on a quarterly basis based on historical loss trends and are risk-adjusted for current and future economic conditions and events. As summarized in the table below, based on the changes in the agreements with the Investors in Fiscal 2021, there is currently one vintage year since the Company began maintaining new accounts.

The following table disaggregates the Company’s customer in-house finance receivables by credit quality and vintage year as of January 30, 2021:

(in millions)Year of origination
Credit qualityFiscal 2021
Near Prime$46.6 
Subprime38.9 
Deep Subprime12.0 
Total at amortized cost$97.5

In estimating its allowance for credit losses, for each identified risk category, management utilized estimation methods based primarily on historical loss experience, current conditions, and other relevant factors. These methods utilize historical charge-off data of the Company’s non-prime portfolio, as well as incorporate any applicable macroeconomic variables (such as unemployment) that may be expected to impact credit performance. In addition to the quantitative estimate of expected credit losses under CECL using the historical loss information, the Company also incorporates qualitative adjustments for certain factors such as Company specific risks, changes in current economic conditions that may not be captured in the quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Company’s best estimate of current expected credit losses.Management considered qualitative factors such as the unfavorable macroeconomic conditions caused by the COVID-19 uncertainty (including rates of unemployment), the Company’s non-prime portfolio performance during the prior recession, and the potential impacts of the economic stimulus packages in the US, in developing its estimate for current expected credit losses for the current period.

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The following table is a rollforward of the Company’s allowance for credit losses on customer in-house finance receivables:

(in millions)Fiscal 20212022
Beginning balance$025.5 
Provision for credit losses26.1 (1.0)
Write-offs(0.6)(5.5)
Recoveries00.6 
Reversal of allowance on receivables sold(19.6)
Ending balance$25.5 

Beginning in the second quarter, in connection with the new agreements executed with the Investors, additionsAdditions to the allowance for credit losses arewere made by recording charges to bad debt expense (credit losses) within selling, general and administrative expensesSG&A within the consolidated statements of operations. The uncollectible portion of customer in-house finance receivables are charged to the allowance for credit losses when an account is written-off after 180 days of non-payment, or in circumstances such as bankrupt or deceased cardholders. Write-offs on customer in-house finance receivables include uncollected amounts
Interest income related to principal, interest, and late fees. Uncollectible accrued interest is accounted for by recognizing credit loss expense. Recoveries on customer in-house finance receivables previously written-off as uncollectible are credited to the allowance for credit losses.

A credit card account is contractually past due if the Company does not receive the minimum payment by the specified due date on the cardholder’s statement. It is the Company’s policy to continue to accrue interest and fee income on all credit card accounts, except in limited circumstances, until the credit card account balance and all related interest and other fees are paid or charged-off, typically at 180 days delinquent, as noted above.

The following table disaggregates the Company’s customer in-house finance receivables by past due statuswas included within other operating income (expense), net in the consolidated statements of operations. Accrued interest was included within the same line item as of January 30, 2021:
(in millions)
Current$81.3 
1 - 30 days past due9.1 
31 - 60 days past due2.6 
61 - 90 days past due1.7 
Greater than 90 days past due2.8 
Total at amortized cost$97.5

Prior to completionthe respective principal amount of the Credit Transaction, the activity in Fiscal 2019 related to the allowance for credit losses on Sterling customer in-house finance receivables is shown below. Therein the consolidated balance sheets. The accrual of interest was no activity indiscontinued at the time the receivable was determined to be uncollectible and written-off. The Company recognized $6.5 million of interest income on its customer in-house finance receivables during Fiscal 2020 as2022. Interest income recognition ceased at the completiondate of the sale of in-house finance receivables occurred in June 2018.
(in millions)Fiscal 2019
Beginning balance$113.5 
Charge-offs, net(56.3)
Recoveries(4.2)
Provision54.6 
Reversal of allowance on receivables sold(107.6)
Ending balance$
the portfolio as noted above.
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14. Inventories
The following table summarizes the details of the Company’s inventory:inventory for the periods presented:
(in millions)(in millions)January 30, 2021February 1, 2020(in millions)February 3, 2024January 28, 2023
Raw materialsRaw materials$45.3 $56.2 
Finished goods1,987.2 2,275.5 
Merchandise inventories
Total inventoriesTotal inventories$2,032.5 $2,331.7 
SignetThe Company held $387.4$530.3 million of consignment inventory at January 30, 2021 (February 1, 2020: $625.7February 3, 2024 (January 28, 2023: $623.0 million), which is not recorded on the consolidated balance sheets. The principal terms of the consignment agreements, which can generally be terminated by either party, are such that Signetthe Company can return any or all of the inventory to the relevant suppliers without financial or commercial penalties and the supplier can adjust the inventory pricescosts prior to sale.
Inventory reserves
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Inventory reserve, beginning of period$67.0 $95.3 $40.6 
Charged to income(1)
78.1 80.2 131.4 
Utilization(2)
(92.2)(108.5)(76.7)
Inventory reserve, end of period(3)
$52.9 $67.0 $95.3 
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Inventory reserve, beginning of period$27.7 $46.8 $52.9 
Charged to income37.6 63.6 101.8 
Utilization (1)
(48.6)(82.7)(107.9)
Inventory reserve, end of period$16.7 $27.7 $46.8 
(1)Includes $1.4 million in Fiscal 2021, $9.2 million in Fiscal 2020, and $62.2 million in Fiscal 2019 for inventory charges associated with the Company’s restructuring plan. The charges were primarily associated with discontinued brands and collections within the restructuring - cost of sales line item on the consolidated statements of operations. See Note 6 for additional information.
(2)     Includes the impact of foreign exchange translation, between opening and closing balance sheet dates, as well as $20.0$2.2 million in Fiscal 2021, $40.0 million in Fiscal 2020, and $10.6 million in Fiscal 20192022 utilized for inventory identified as part of the Company’s previously disclosed restructuring plan. See Note 6 for additional information.
(3) Includes $2.2 million forAs the plan was substantially completed in Fiscal 2021, $20.8 millionthere were no additional amounts utilized in Fiscal 2020, and $51.6 million in2024 or Fiscal 2019 for inventory identified as part of the Company’s restructuring plan. See Note 6 for additional information.2023.
15. Property, plant and equipment, net
(in millions)January 30, 2021February 1, 2020
Land and buildings$21.8 $23.4 
Leasehold improvements616.9 640.7 
Furniture and fixtures669.9 601.2 
Equipment122.4 199.1 
Software334.2 246.9 
Construction in progress38.4 95.3 
Total$1,803.6 $1,806.6 
Accumulated depreciation and amortization(1,198.1)(1,064.7)
Property, plant and equipment, net$605.5 $741.9 
The following table summarizes the details of the Company’s property, plant and equipment, net for the periods presented:
(in millions)February 3, 2024January 28, 2023
Land and buildings$20.2 $21.0 
Leasehold improvements710.9 684.1 
Furniture and fixtures749.5 729.9 
Equipment182.3 160.9 
Software240.0 268.9 
Construction in progress36.0 74.4 
Total$1,938.9 $1,939.2 
Accumulated depreciation and amortization(1,441.2)(1,352.7)
Property, plant and equipment, net$497.7 $586.5 
Depreciation and amortization expense for property, plant and equipment was $160.0 million in Fiscal 2021 was $175.1 million2024 (Fiscal 2020: $177.12023: $162.2 million; Fiscal 2019: $179.62022: $162.4 million). In Fiscal 2021,2024, the Company recorded $28.1impairment charges of $3.8 million ofrelated to property, plant and equipment impairment charges.(Fiscal 2023: $4.3 million; Fiscal 2022: $1.6 million). See Note 16 for additional information.
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16. Asset impairments,

net
The following table summarizes the Company’s net asset impairment activity for the periods presented:

(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Goodwill impairment (1)
$10.7 $47.7 $521.2 
Indefinite-lived intangible asset impairment (1)
83.3 214.2 
Property and equipment impairment28.1 
Operating lease ROU asset impairment (2)
36.9 
Total impairment$159.0 $47.7 $735.4 
(1) Refer to Note 18 for additional information.
(2) The Company recorded $4.4 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the right of use assets in Fiscal 2021.

(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Property and equipment impairment$3.8 $4.3 $1.6 
Operating lease ROU asset impairment, net2.7 18.4 (0.1)
Definite-lived intangible asset impairment2.6 — — 
Total asset impairments, net$9.1 $22.7 $1.5 
Long-lived assets of the Company consist primarily of property and equipment, definite-lived intangible assets and operating lease right-of-use (“ROU”("ROU") assets. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Potentially impaired assets or asset groups are identified by reviewing the undiscounted cash flows of individual stores. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the store asset group, based on the
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Company’s internal business plans. If the undiscounted cash flow for the store asset group is less than its carrying amount, the long-lived assets are measured for potential impairment by estimating the fair value of the asset group, and recording an impairment loss for the amount that the carrying value exceeds the estimated fair value. The Company primarily utilizes primarily the replacement cost method to estimate the fair value of its property and equipment, and the income capitalization method to estimate the fair value of its ROU assets, which incorporates historical store level sales, internal business plans, real estate market capitalization and rental rates, and discount rates.

Store asset impairments
Due to the various impacts of COVID-19 to the Company’s business during the first quarter ofDuring Fiscal 2021, including the temporary closure of all the Company’s stores beginning in late March 2020 (see additional information in Note 1), the Company determined triggering events had occurred for certain of the Company’s long-lived asset groups at the individual stores that required an interim impairment assessment during the first quarter of2024, Fiscal 2021. During the remaining of2023 and Fiscal 2021,2022 the Company completed its quarterly triggertriggering event assessmentassessments and determined that triggering events had occurred for certain additional long-lived asset groups at the individual stores based on real estate assessments (including store closure decisions) and the continued uncertainty related to COVID-19 on forecasted cash flowsstore performance for the remaining lease period for certain stores.stores that required an impairment assessment. This impacted property and equipment and ROU assets at the store level. The Company identified certain stores in the initial recoverability test which had carrying values in excess of the estimated undiscounted cash flows. For these stores failing the initial recoverability test, a fair value assessment for these long-lived assets was performed.

As a result of the aboveassessment of the estimated fair values, assessments, the Company recorded impairment charges for property and equipment of $28.1$3.8 million in Fiscal 2024 (Fiscal 2023: $3.7 million; Fiscal 2022: $1.6 million). In addition, the Company recorded net ROU asset impairment charges of $2.7 million in Fiscal 2024 (Fiscal 2023: $3.1 million; Fiscal 2022: $0.1 million net gain).
Support center asset impairment
During the fourth quarter of Fiscal 2023, due to the change in working environments at certain of the Company’s administrative offices resulting from COVID-19, the Company substantially vacated two leased facilities in its Akron, Ohio support center. The significant change in use of these facilities resulted in a triggering event to evaluate these asset groups for impairment, and they were deemed to have failed the initial recoverability test on an undiscounted basis. A fair value assessment for these long-lived assets was thus performed, and as a result of the assessment of the estimated fair values, the Company recorded impairment charges for property and equipment of $0.6 million and impairment charges for ROU assets of $36.9$15.3 million in Fiscal 2021, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the right of use assets of $4.4 million.

2023.
The uncertainty of the COVID-19 impact tocurrent macroeconomic environment on the Company’s business could continue to further negatively affect the operating performance and cash flows of the above identifiedpreviously impaired stores or additional stores, including the magnitudeimpacts of inflation, continued changes in consumer behavior and potential resurgence of COVID-19, occupancy restrictionsshifts in the Company’s stores,discretionary spending, the inability to achieve or maintain cost savings initiatives included in the business plans, changes in real estate strategy or other macroeconomic factors which influence consumer behavior. In addition, key assumptions used to estimate fair value, such as sales trends, capitalization and market rental rates, and discount rates could impact the fair value estimates of the storestore-level assets in future periods.
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17. Leases
On February 3, 2019, theThe Company adopted ASU No. 2016-02 Leases (Topic 842) and related updates (“ASC 842”) using the optional transition method to recognize a cumulative-effect adjustment to the opening balance of retained earnings. The impact of the optional transition method was deemed immaterial upon adoption of ASC 842. As part of the adoption of ASC 842, the Company utilized the practical expedient relief package, as well as the short-term leases and portfolio approach practical expedients. ASC 842 allows a lessee, as an accounting policy election by class of underlying asset, to choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. We have elected this practical expedient as presented in ASC 842, and do not separate non-lease components for all underlying asset classes. Financial results included in the Company’s consolidated financial statements for Fiscal 2021 and Fiscal 2020 are presented under ASC 842, while Fiscal 2019 is presented under the previous accounting standard, ASC 840.
Signet occupies certain properties and holds machinery and vehicles under operating leases. SignetThe Company determines if an arrangement is a lease at the agreement’s inception. Certain operating leases include predetermined rent increases, which are charged to store occupancy costs within cost of sales on a straight-line basis over the lease term, including any construction period or other rental holiday. Other variable amounts paid under operating leases, such as taxes and common area maintenance, are charged to selling, general and administrative expensescost of sales as incurred. Premiums paid to acquire short-term leasehold properties and inducements to enter into a lease are recognized on a straight-line basis over the lease term. In addition, certainCertain leases provide for contingent rent based on a percentage of sales in excess of a predetermined level. Further, certainCertain leases provide for variable rent increases based on indexes specified within the lease agreement. The variable increases based on an index are initially measured as part of the operating lease liability using the index at the commencement date. Contingent rent and subsequent changes to variable increases based on indexes will be recognized in the variable lease cost and included in the determination of total lease cost when it is probable that the expense has been incurred and the amount is reasonably estimable. Operating leases are included in operating lease ROU assets and current and non-current operating lease liabilities in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental secured borrowing rate based on the information available at the lease commencement date, based primarily onincluding the underlying term and currency of the lease, term, in measuring the present value of lease payments. Lease terms, which include the period of the lease that cannot be canceled, may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with an initial term of twelve months or less are not recorded on the balance sheet, and we recognize short-term lease expense for these leases on a straight-line basis over the lease term. The operating lease ROU asset may also include initial direct costs, prepaid and/or accrued lease payments and the unamortized balance of lease incentives received. ASC 842, “Leases”, allows a lessee, as an accounting policy election by class of underlying asset, to choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. We have elected this practical expedient as presented in ASC 842,
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and do not separate non-lease components for all underlying asset classes. ROU assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with the Company’s long-lived asset impairment assessment policy.
Payments arising from operating lease activity, as well as variable and short-term lease payments not included within the operating lease liability, are included as operating activities on the Company’s consolidated statementstatements of cash flows. Operating lease payments representing costsExpenditures made to ready an asset for its intended use (i.e. leasehold improvements) are represented within investing activities within the Company’s consolidated statements of cash flows.
The Company deferred substantially all of its rent payments due in the months of April 2020 and May 2020. The Company began paying certain rents in June 2020 and all rents in July 2020. In total, the Company had approximately $82 million of rent payments originally due in Fiscal 2021 that have been deferred to beyond Fiscal 2021 (expected to paid by the end of the second quarter of Fiscal 2022). The Company has not recorded any provision for interest or penalties which may arise as a result of these deferrals, as management does not believe payment for any potential amounts to be probable. In April 2020, the FASB granted guidance (hereinafter, the practical expedient) permitting an entity to choose to forgo the evaluation of the enforceable rights and obligations of the original lease contract, specifically in situations where rent concessions have been agreed to with landlords as a result of COVID-19. Instead, the entity may account for COVID-19 related rent concessions, whatever their form (e.g. rent deferral, abatement or other) either: a) as if they were part of the enforceable rights and obligations of the parties under the existing lease contract; or b) as lease modifications. In accordance with this practical expedient, the Company has elected not to account for any concessions granted by landlords as a result of COVID-19 as lease modifications. Rent abatements under the practical expedient have been recorded as a negative variable lease cost. The Company has negotiated with substantially all of its landlords and has received certain concessions in the form of rent deferrals and other lease or rent modifications. In addition, the Company continued recording lease expense during the deferral period in accordance with its existing policies.
The weighted average lease term and discount rate for the Company’s outstanding operating leases were as follows:
January 30, 2021February 1, 2020
Weighted average remaining lease term6.2 years6.7 years
Weighted average discount rate5.5 %5.5 %
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February 3, 2024January 28, 2023
Weighted average remaining lease term7.0 years7.2 years
Weighted average discount rate6.1 %5.8 %
Total lease costs are as follows:consist of the following:
(in millions)Fiscal 2021Fiscal 2020
Operating lease cost$436.3 460.3 
Short-term lease cost16.3 19.4 
Variable lease cost110.3 107.1 
Sublease income(1.8)(2.0)
Total lease cost$561.1 $584.8 
Total rent expense as determined prior to the adoption of ASC 842 was as follows:
(in millions)Fiscal 2019
Minimum rentals$510.3 
Contingent rent8.1 
Sublease income(1.1)
Total rent expense$517.3 
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Operating lease cost$391.9 $399.1 $431.8 
Short-term lease cost47.9 47.4 11.5 
Variable lease cost108.9 119.7 127.0 
Sublease income(0.6)(1.5)(1.9)
Total lease cost$548.1 $564.7 $568.4 
Supplemental cash flow information related to leases was as follows:consist of the following:
(in millions)(in millions)Fiscal 2021Fiscal 2020(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases$400.4 $467.7 
Operating lease right-of-use assets obtained in exchange for lease obligations70.8 149.9 
Reduction in the carrying amount of ROU assets (1)
348.3 360.1 
Operating cash flows from operating leases
Operating cash flows from operating leases
Operating lease right-of-use assets obtained in exchange for lease obligations (1)
Reduction in the carrying amount of ROU assets (2)
(1) Excludes impairmentIncludes $39.1 million and $56.9 million of ROU assets acquired from Blue Nile in Fiscal 2023 and Diamonds Direct in Fiscal 2022, respectively, per Note 4.
(2) Excludes ROU asset impairment charges, net of $36.9$2.7 million, $18.4 million and ROU asset impairment gains of $0.1 million during Fiscal 2021,2024, Fiscal 2023, and Fiscal 2022, respectively, as further described in Note 16.16.
The future minimum operating lease paymentscommitments for operating leases having initial or non-cancelable terms in excess of one year are as follows:
(in millions)January 30, 2021February 3, 2024
Fiscal 20222025$503.9327.4 
Fiscal 20232026269.8 
Fiscal 2027349.8204.3 
Fiscal 20242028137.4 
Fiscal 2029275.395.4 
Fiscal 2025214.6 
Fiscal 2026157.2 
Thereafter396.7378.1 
Total minimum lease payments$1,897.51,412.4 
Less: Imputed interest(372.9)(316.4)
Present value of lease liabilities$1,524.61,096.0 

18. Goodwill and intangibles
Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually and more frequentlyannually. Additionally, if events or conditions are identified indicatingindicate the carrying value of a reporting unit or an indefinite-lived intangible asset may not be recoverable. In evaluating goodwill and indefinite-lived trade namesgreater than its fair value, the Company would evaluate the asset for impairment at that time. Impairment testing compares the Company first assesses qualitative factors to determine whether it is more likely than not thatcarrying amount of the fair value of a reporting unit or other indefinite-lived intangible asset is less thanwith its carryingfair value. If the Company concludes that it is not more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value, then no further testing is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value, then a goodwill impairment test is performed to identify a potential impairment and measure the amount of impairment to be recognized, if any. When the carrying amount of the reporting unit or an indefinite-livedother intangible assets exceeds its fair value, an impairment charge is recorded.
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The impairment test for goodwill involves estimating the fair value of the reporting unit through either estimated discounted future cash flows or market-based methodologies. The impairment test for other indefinite-lived intangible assets involves estimating the fair value of the asset, which is typically performed using the relief from royalty method for indefinite-lived trade names.
Fiscal2022
In the second quarter of Fiscal 20192022, the annual testing date of the Digital Banners was changed from the last day of the fiscal year to the last day of the fourth period of each fiscal year. The Digital Banners represents a reporting unit within the Company’s North America reportable segment. The new impairment testing date was preferable, as this date corresponds with the testing date for the other North America reporting units. This allows information and assumptions to be applied consistently to all reporting units.
In connection with the acquisition of Rocksbox on March 29, 2021, the Company recognized $11.6 million of definite-lived intangible assets and $4.6 million of goodwill, which are reported in the North America reportable segment. The weighted-average amortization period of the definite-lived intangibles assets acquired is eight years.
In connection with the acquisition of Diamonds Direct on November 17, 2021, the Company recognized $126.0 million of indefinite-lived intangible assets related to the Diamonds Direct trade name and $251.2 million of goodwill, which are reported in the North America reportable segment. Refer to Note 4 for additional information.
During Fiscal 2019,2022, the Company performeddid not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived intangible assets exceed their fair values.
Fiscal2023
During Fiscal 2023, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names, identifiedand through the qualitative assessment, the Company did not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived trade names exceeded their fair values.
In connection with the acquisition of Blue Nile on August 19, 2022, the Company recognized $96.0 million of indefinite-lived intangible assets and $256.8 million of goodwill, which are reported in the Zale and R2Net acquisitions,North America reportable segment. Refer to Note 4 for impairment indicators. The Company noted that no impairment indicators existed at the date of the annual evaluation. Additionally, due to a sustained decline in the Company’s market capitalization during the first quarter ofadditional information.
During Fiscal 2019,2023, the Company determined a triggering event had occurreddid not identify any events or conditions that required an interim impairment assessment for allwould indicate that it was more likely than not that the carrying values of itsthe reporting units and indefinite-lived intangible assets. As part of the assessment, it was determined that an increase in the discount rate applied in the valuation was required to align with market-based assumptions and Company-specific risk. This higher discount rate, in conjunction with revised long-term projections associated with finalizing certain initial aspects of the Company’s Path to Brilliance transformation plan in the first quarter, resulted in lower than previously projected long-term future cash flows for the reporting units which negatively affected the valuation compared to previous valuations. Using a combination of discounted cash flow and guideline public company methodologies, the Company compared theassets exceed their fair value of each of its reporting units with their carrying value and concluded that a deficit existed. As a result of the interim impairment assessment, the Company recognized pre-tax impairment charges related to goodwill in the consolidated statement of operations of $308.8 million within its North America segment. Additionally, due to a second triggering event in the fourth quarter of Fiscal 2019 and using similar methodologies as the first quarter impairment assessment, the Company recognized additional pre-tax impairment charges related to goodwill, primarily R2Net goodwill, in the consolidated statement of operations of $208.8 million and $3.6 million within its North America and Other segments, respectively.values.
In conjunction with the interim goodwill impairment tests noted above, during the first quarter of Fiscal 2019 the Company determined that the fair values of indefinite-lived intangible assets related to certain Zales trade names were less than their carrying value. Accordingly, in the first quarter, the Company recognized pre-tax impairment charges related to its indefinite-lived intangible assets in the consolidated statement of operations of $139.9 million within its North America segment. Additionally, in conjunction with the interim goodwill impairment tests associated with the second triggering event in the fourth quarter of Fiscal 2019, the Company determined that the fair values of indefinite-lived intangible assets related to trade names, primarily James Allen, were less than their carrying value. Accordingly, in the fourth quarter of Fiscal 2019, the Company recognized pre-tax impairment charges related to indefinite-lived intangible assets in the consolidated statement of operations of $74.3 million within its North America segment.
Fiscal 20202024
During Fiscal 2020,2024, the Company performedcompleted its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names. The Company utilized the qualitative assessment for all reporting units and trade names, identified inexcept the ZalesDigital Banners and R2Net acquisition,Diamonds Direct reporting units and trade names, for impairment indicators.which the quantitative assessment was utilized. Through the qualitative assessment, the Company did not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived trade names exceeded their fair values. The Company noted that no impairment indicators existed atthrough the datequantitative assessments based on the estimated fair values of the annual evaluation. Additionally, due to a continued decline inreporting units and trade names exceeding their carrying values.
During the Company’s market capitalization during the secondfourth quarter of Fiscal 2020,2024, the Company determined a triggering event had occurred requiring interim impairment assessments for its remaining reporting units with goodwill and indefinite-lived intangible assets. Using methodologies similar to the assessments performed in Fiscal 2019 described above, the Company determined no additional impairment charges were required to be recognized during Fiscal 2020 related to the annual evaluation or interim assessment.
During the second quarter of Fiscal 2020, a non-cash immaterial out-of-period adjustment of $47.7 million, with $35.2 million related to Zales goodwill and $12.5 million related to R2Net goodwill, was recognized within Goodwill and intangible impairments on the consolidated statements of operations related to an error in the calculation of goodwill impairments during Fiscal 2019.
Fiscal2021
During Fiscal 2021, the Company performed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names identified in the Zales and R2Net acquisitions, for impairment indicators. The Company noted that no impairment indicators existed at the date of the annual evaluation. Additionally, due to various impacts of COVID-19 to the Company’s business during the first quarter Fiscal 2021, the Company determined a triggering event had occurred that required an interim impairment assessment for all of its reporting units and indefinite-lived intangible assets. As partthe Blue Nile trade name which management performed on a quantitative basis. The Company noted no impairment based on the estimated fair value of the assessment,trade name approximating its carrying value. The Company did not identify any other events or conditions that would indicate that it was determinedmore likely than not that an increase in the discount rates were required to reflect the prevailing uncertainty inherent in the forecasts due to current market conditions and potential COVID-19 impacts. This higher discount rate, in conjunction with revised long-term projections associated with certain aspectscarrying values of the Company’s forecast, resulted in lower than previously projected long-term future cash flows for the reporting units and indefinite-lived intangible assets which negatively affected the valuation compared to previous valuations. As a result of the interim impairment assessment,exceed their fair values during the first quarter of Fiscal 2021 the Company recognized pre-tax impairment charges2024.
The uncertainty related to goodwill of $10.7 million in the consolidated statement of operations within its North America segment related to R2Netcurrent macroeconomic environment, such as rising interest rates and Zales Canada goodwill.
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In conjunction with the interim goodwill impairment tests noted above, during the first quarter of Fiscal 2021 the Company determined that the fair values of indefinite-lived intangible assets related to certain Zales trade names were less than their carrying value. Accordingly, in the first quarter of Fiscal 2021, the Company recognized pre-tax impairment charges within asset impairmentsheightened inflationary pressure on the consolidated statements of operations of $83.3 million within its North America segment.
The Company will continue to monitorconsumers’ discretionary spending, could negatively affect the share price of the Company’s common stock, as well as key business metrics and inputsassumptions used to estimate fair value, such as sales trends, margin trends, long-term growth rates and interestdiscount rates. In addition, asThus, an adverse change in any of these factors could result in a resultrisk of impairment in the impairment ofCompany’s goodwill andor indefinite-lived trade names during the first quarter of Fiscal 2020, goodwill of $69.3 million associated with the R2Net acquisition and the Company’s trade names within the North America segment continue to approximate their respective fair values and could be at risk for future impairments should there be negative business or economic change in future periods.
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Goodwill
The following table summarizes the Company’s goodwill by reportable segment:
(in millions)North
America
Balance at February 2, 2019January 29, 2022 (1)
$296.6484.6 
Acquisitions (2)
267.1 
Impairment(47.7)
Impact of foreign exchange and other adjustments(0.1)
Balance at February 1, 2020January 28, 2023 (1)
$248.8751.7 
Acquisitions (2)
2.8 
Impairment(10.7)
Impact of foreign exchange(0.1)
Balance at January 30, 2021February 3, 2024 (1)
$238.0754.5 
(1)    For the periods presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $576.0 million.
(2)    For the period ended February 3, 2024, the change in goodwill during the period primarily consists of the acquisition of SJR and the finalization of the purchase price allocation of Blue Nile. For the period ended January 28, 2023, the change in goodwill during the period primarily consists of the acquisition of Blue Nile and the finalization of the purchase price allocation of Diamonds Direct. Refer to Note 4 for additional information.
Intangibles
Definite-lived intangible assets include trade names, technology and favorable lease agreements. All indefinite-livedcustomer relationship assets. Indefinite-lived intangible assets consist of trade names. Both definite and indefinite-lived assets are recorded within intangible assets, net on the consolidated balance sheets. Intangible liabilities, net is comprisedconsists of unfavorable contracts and is recorded within accrued expenseexpenses and other current liabilities and other liabilities - non-current on the consolidated balance sheets.
The following table provides additional detail regarding the composition of intangible assets and liabilities:
January 30, 2021February 1, 2020
February 3, 2024
February 3, 2024
February 3, 2024January 28, 2023
(in millions)(in millions)Gross
carrying
amount
Accumulated
amortization
Accumulated impairment lossNet
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Accumulated impairment lossNet
carrying
amount
(in millions)Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Intangible assets, net:Intangible assets, net:
Definite-lived intangible assetsDefinite-lived intangible assets$53.6 $(52.2)$ $1.4 $53.2 $(50.9)$— $2.3 
Indefinite-lived intangible assets476.8 $ (299.2)177.6 475.4 $— (213.9)261.5 
Definite-lived intangible assets
Definite-lived intangible assets
Indefinite-lived intangible assets (1)
Total intangible assets, netTotal intangible assets, net$530.4 $(52.2)$(299.2)$179.0 $528.6 $(50.9)$(213.9)$263.8 
Intangible liabilities, netIntangible liabilities, net$(114.2)$103.7 $ $(10.5)$(113.9)$98.0 $— $(15.9)
Intangible liabilities, net
Intangible liabilities, net
(1)    The change in the indefinite-lived intangible asset balances during the periods presented was due to the impact of foreign currency translation.
Amortization expense relating to intangible assets was $0.9$1.9 million in Fiscal 20212024 (Fiscal 2020: $0.92023: $2.3 million; Fiscal 2019: $4.02022: $1.1 million). The unfavorableUnfavorable contracts are classified as liabilities and recognized over the term of the underlying contract. Amortization relating to intangible liabilities was $5.4$1.8 million in Fiscal 20212024 (Fiscal 2020: $5.52023: $1.8 million; Fiscal 2019: $7.92022: $3.3 million). Expected future amortization for intangible assets and future amortization for intangible liabilities recorded at January 30, 2021February 3, 2024 is as follows:
(in millions)(in millions)Intangible assets, net amortizationIntangible liabilities amortization(in millions)Intangible assets amortizationIntangible liabilities amortization
Fiscal 2022$0.8 $(5.4)
Fiscal 20230.6 (5.1)
Fiscal 2025
Fiscal 2026
Fiscal 2027
Fiscal 2028
Fiscal 2029
Thereafter
TotalTotal$1.4 $(10.5)
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19. Investments
Investments in debt and equitysecurities
Investments in debt securities are held by certain insurance subsidiaries and are reported at fair value as other assets in the accompanying consolidated balance sheets. All investments are classified as available-for-sale and include the following:
January 30, 2021February 1, 2020
February 3, 2024
February 3, 2024
February 3, 2024
(in millions)
(in millions)
(in millions)(in millions)CostUnrealized Gain (Loss)Fair ValueCostUnrealized Gain (Loss)Fair Value
US Treasury securitiesUS Treasury securities$5.6 $0.1 $5.7 $7.2 $$7.2 
US Treasury securities
US Treasury securities
US government agency securitiesUS government agency securities3.1 0.1 3.2 4.6 0.1 4.7 
US government agency securities
US government agency securities
Corporate bonds and notes
Corporate bonds and notes
Corporate bonds and notesCorporate bonds and notes6.2 0.3 6.5 8.3 0.2 8.5 
Total investmentsTotal investments$14.9 $0.5 $15.4 $20.1 $0.3 $20.4 
Total investments
Total investments
Realized gains and losses on investments are determined on thea specific identification basis. Net realized gains of $1.0 million were recognized during Fiscal 2020. There were 0no material net realized gains or losses during Fiscal 20212024, Fiscal 2023 or Fiscal 2019.2022. Investments with a carrying value of $3.4$3.6 million and $3.7$3.8 million were on deposit with various state insurance departments at February 3, 2024 and January 30, 2021 and February 1, 2020,28, 2023, respectively, as required by law.
Investments in debt securities outstanding as of January 30, 2021February 3, 2024 mature as follows:
(in millions)(in millions)CostFair Value(in millions)CostFair Value
Less than one yearLess than one year$3.9 $3.9 
Year two through year fiveYear two through year five11.0 11.5 
Year six through year ten
Total investment in debt securitiesTotal investment in debt securities$14.9 $15.4 
Total investment in debt securities
Total investment in debt securities
Investment in Sasmat
During Fiscal 2023, the Company acquired a 25% interest in Sasmat Retail, S.L (“Sasmat”) for $17.1 million in cash. Sasmat is a Spanish jewelry retailer specializing in online selling, with fourteen brick and mortar locations. Under the terms of the agreement, the Company has the option to acquire the remaining 75% of Sasmat exercisable at the earlier of three years or upon Sasmat reaching certain revenue targets as defined in the agreement. The Company is applying the equity method of accounting to the Sasmat investment. The Sasmat investment is recorded within other non-current assets in the consolidated balance sheets. The Sasmat investment did not have a material impact on the Company’s consolidated statements of operations during the periods presented.
20. Derivatives
Derivative transactions are used by Signet for risk management purposes to address risks inherent in Signet’s business operations and sources of financing. The Company’s main risks arising from Signet’s operations are market risk including foreign currency risk, commodity risk, liquidity risk and interest rate risk. Signet uses derivative financial instruments to manage and mitigate certain of these risks under policies reviewed and approved by the Board of Directors.Signet’s Chief Financial Officer (“CFO”). Signet does not enter into derivative transactions for speculative purposes.
Market risk
Signet primarily generates revenues and incurs expenses in US dollars, Canadian dollars and British pounds. As a portion of the International segmentreportable segment’s purchases and purchases made by the Canadian operations of the North America reportable segment are denominated in US dollars, Signet enters into forward foreign currency exchange contracts, foreign currency option contracts and foreign currency swaps to manage this exposure to the US dollar.
Signet holds a fluctuating amount of British pounds and Canadian dollars reflecting the cash generative characteristics of operations. Signet’s objective is to minimize net foreign exchange exposure to the consolidated statementstatements of operations on non-US dollar denominated items through managing cash levels, non-US dollar denominated intra-entity balances and foreign currency exchange contracts and swaps. In order to manage the foreign exchange exposure and minimize the level of funds denominated in British pounds and Canadian dollars, dividends are paid regularly by subsidiaries to their immediate holding companies and excess British pounds and Canadian dollars are sold in exchange for US dollars.
Signet’s policy is to reduce the impact of precious metal commodity price volatility on operating results through the use of outright forward purchases of, or by entering into options to purchase, precious metals within treasury guidelines approved by the Board of Directors.CFO. In particular, when price and volume warrants such actions, Signet undertakes some hedging of its requirements for gold through the use of forward purchase contracts, options and net zero premium collar arrangements (a combination of forwards and option contracts).
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Liquidity risk
Signet’s objective is to ensure that it has access to, or the ability to generate, sufficient cash from either internal or external sources in a timely and cost-effective manner to meet its commitments as they become due and payable. Signet manages liquidity risks as part of its overall risk management policy. Management produces forecasting and budgeting information that is reviewed and monitored by the Board of Directors.Board. Cash generated from operations and external financing are the main sources of funding.funding, which supplement Signet’s resources in meeting liquidity requirements.
The primary external sources of funding are the Company’s ABL Revolving Facilityan asset-based credit facility and Senior Notessenior unsecured notes as described in Note 23.
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22.
Interest rate risk
Signet has exposure to movements in interest rates associated with cash and borrowings. Signet may enter into various interest rate protection agreements in order to limit the impact of movements in interest rates.
Interest rate swap (designated) — The Company entered into an interest rate swap in March 2015 with an aggregate notional amount of $300.0 million that matured in April 2019. Under this contract, the Company agreed to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional amounts. This contract was entered into to reduce the consolidated interest rate risk associated with variable rate, long-term debt. The Company designated this derivative as a cash flow hedge of the variability in expected cash outflows for interest payments. During the term of the interest rate swap, the Company effectively converted a portion of its variable-rate senior unsecured term loan into fixed-rate debt.
Credit risk and concentrations of credit risk
Credit risk represents the loss that would be recognized at the reporting date if counterparties failed to perform as contracted. Signet does not anticipate non-performance by counterparties of its financial instruments. Signet does not require collateral or other security to support cash investments or financial instruments with credit risk; however, it is Signet’s policy to only hold cash and cash equivalent investments and to transact financial instruments with financial institutions with a certain minimum credit rating. As of January 30, 2021,February 3, 2024, management does not believe Signet is exposed to any significant concentrations of credit risk that arise from cash and cash equivalent investments, derivatives or accounts receivable.
Commodity and foreign currency risks
The following types of derivative financial instruments are utilized by Signet to mitigate certain risk exposures related to changes in commodity prices and foreign exchange rates:
Forward foreign currency exchange contracts (designated) — These contracts, which are principally in US dollars, are entered into to limit the impact of movements in foreign exchange rates on forecasted foreign currency purchases. These contracts were de-designated during the 13 weeks ended May 2, 2020. This de-designation occurred due to uncertainly around the volume of purchases in the Company’s UK business. These contracts were unlikely to retain hedge effectiveness given the change in circumstances as a result of COVID-19. Trading for these contracts resumed during the third quarter of Fiscal 2021. The total notional amount of these foreign currency contracts outstanding as of January 30, 2021February 3, 2024 was $12.5$5.1 million (February 1, 2020: $23.0(January 28, 2023: $25.9 million). These contracts have been designated as cash flow hedges and will be settled over the next 126 months (February 1, 2020:(January 28, 2023: 12 months).
There were no discontinued cash flow hedges during the periods presented. Based on current valuations, the Company expects approximately $0.1 million of net pre-tax derivative losses to be reclassified out of AOCI into earnings within the next 12 months.
Forward foreign currency exchange contracts (undesignated) — Foreign currency contracts not designated as cash flow hedges are used to limit the impact of movements in foreign exchange rates on recognized foreign currency payables and to hedge currency flows through Signet’s bank accounts to mitigate Signet’s exposure to foreign currency exchange risk in its cash and borrowings. The total notional amount of these foreign currency contracts outstanding as of January 30, 2021February 3, 2024 was $107.6$57.2 million (February 1, 2020: $224.2(January 28, 2023: $27.3 million).
The Company recognizes activity related to these derivative instruments within other operating income (expense), net in the consolidated statements of operations. Losses were $0.1 million during Fiscal 2024 (Fiscal 2023: $12.9 million; Fiscal 2022: $3.1 million).
Commodity forward purchase contracts options and net zero premium collar arrangements (designated) — These contracts are entered into to reduce Signet’s exposure to significant movements in the price of the underlying precious metal raw material. During the 13 weeks ended May 2, 2020, the contracts which were still outstanding (and unrealized) were de-designated and liquidated. The contracts which were already settled remain designated as the hedged inventory purchases from these contracts are still on hand. The unrealized contracts were de-designated as a result of uncertainty around the Company’s future purchasing volume due to COVID-19 and thus the contracts were unlikely to retain hedge effectiveness.materials. Trading for these contracts resumedwas suspended during Fiscal 2022 due to the third quarter of Fiscal 2021. The total notional amount of thesecommodity price environment and there were no commodity derivative contracts outstanding as of February 3, 2024 and January 30, 2021 was for approximately 1,000 ounces of gold (February 1, 2020: 63,000 ounces). These contracts have been designated as cash flow hedges and will be settled over the next 3 months (February 1, 2020: 12 months).28, 2023.
The bank counterparties to the derivative instruments expose Signet to credit-related losses in the event of their non-performance. However, to mitigate that risk, Signet only contracts with counterparties that meet certain minimum requirements under its counterparty risk assessment process. As of January 30, 2021,February 3, 2024, Signet believes that this credit risk did not materially change the fair value of the foreign currency or commodity contracts.
The following table summarizes the fair value and presentation of derivative instruments in the consolidated balance sheets:
Fair value of derivative assets
(in millions)Balance sheet locationJanuary 30, 2021February 1, 2020
Derivatives designated as hedging instruments:
Commodity contractsOther current assets$0 $11.8 
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current assets0.1 0.6 
Total derivative assets$0.1 $12.4 

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Fair value of derivative liabilities
(in millions)Balance sheet locationJanuary 30, 2021February 1, 2020
Derivatives designated as hedging instruments:
Foreign currency contractsOther current liabilities$(0.3)$(0.8)
Commodity contractsOther current liabilities(0.1)
(0.4)(0.8)
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current liabilities0 (0.1)
Total derivative liabilities$(0.4)$(0.9)

Derivatives designated as cash flow hedges
The following table summarizes the pre-tax gains (losses) recorded in AOCI for derivatives designated in cash flow hedging relationships:
(in millions)January 30, 2021February 1, 2020
Foreign currency contracts$(0.7)$(1.0)
Commodity contracts(0.4)17.7 
Gains (losses) recorded in AOCI$(1.1)$16.7 
The following tables summarize the effect of derivative instruments designated as cash flow hedges in OCI and the consolidated statements of operations:
Foreign currency contracts
(in millions)Statement of operations captionFiscal 2021Fiscal 2020
Gains (losses) recorded in AOCI, beginning of period$(1.0)$0.7 
Current period gains (losses) recognized in OCI0.9 (0.6)
(Gains) losses reclassified from AOCI to net income
Cost of sales (1)
0 (1.1)
Gains from de-designated hedges reclassified from AOCI to net income
Other operating income (loss) (1)
(0.6)
Gains (losses) recorded in AOCI, end of period$(0.7)$(1.0)
Commodity contracts
(in millions)Statement of operations captionFiscal 2021Fiscal 2020
Gains (losses) recorded in AOCI, beginning of period$17.7 $4.0 
Current period gains (losses) recognized in OCI(1.9)15.4 
Gains reclassified from AOCI to net income
Cost of sales (1)
(6.9)(1.7)
Gains from de-designated hedges reclassified from AOCI to net income
Other operating income (loss) (1)
(9.3)
Gains (losses) recorded in AOCI, end of period$(0.4)$17.7 
Interest rate swaps
(in millions)Statement of operations captionFiscal 2021Fiscal 2020
Gains recorded in AOCI, beginning of period$0 $0.6 
Current period gains recognized in OCI0 
Gains reclassified from AOCI to net income
Interest expense, net (1)
0 (0.6)
Gains recorded in AOCI, end of period$0 $
(1)    Refer to table below for total amounts of financial statement captions impacted by cash flow hedges.
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Total amounts presented in the consolidated statements of operations
(in millions)Fiscal 2021Fiscal 2020
Cost of sales$(3,493.0)$(3,904.2)
Other operating income (loss)2.4 (29.6)
Interest expense, net(32.0)(35.6)
There was no material ineffectiveness related to the Company’s derivative instruments designated in cash flow hedging relationships during Fiscal 2021 and Fiscal 2020, other than the items disclosed above during the first quarter of Fiscal 2021. Based on current valuations, the Company expects approximately $1.0 million of net pre-tax derivative losses to be reclassified out of AOCI into earnings within the next 12 months.
Derivatives not designated as hedging instruments
The following table presents the effects of the Company’s derivatives instruments not designated as cash flow hedges in the consolidated statements of operations:
(in millions)Statement of operations captionFiscal 2021Fiscal 2020
Foreign currency contractsOther operating income (loss)$2.2 $(3.1)

21. Fair value measurement
The estimated fair value of Signet’s financial instruments held or issued to finance Signet’s operations is summarized below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that Signet would realize upon disposition nor do they indicate Signet’s intent or ability to dispose of the
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financial instrument. Assets and liabilities that are carried at fair value are required to be classified and disclosed in one of the following three categories:
Level 1—quoted market prices in active markets for identical assets and liabilities
Level 2—observable market based inputs or unobservable inputs that are corroborated by market data
Level 3—unobservable inputs that are not corroborated by market data
Signet determines fair value based upon quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The methods Signet uses to determine fair value on an instrument-specific basis are detailed below:
January 30, 2021February 1, 2020
February 3, 2024February 3, 2024January 28, 2023
(in millions)(in millions)Carrying ValueLevel 1
Level 2
Carrying ValueLevel 1Level 2(in millions)Carrying ValueLevel 1
Level 2
Carrying ValueLevel 1Level 2
Assets:Assets:
US Treasury securitiesUS Treasury securities$5.7 $5.7 $0 $7.2 $7.2 $
US Treasury securities
US Treasury securities
Foreign currency contractsForeign currency contracts0.1 0 0.1 0.6 0.6 
Commodity contracts0 0 0 11.8 11.8 
Foreign currency contracts
Foreign currency contracts
US government agency securities
US government agency securities
US government agency securitiesUS government agency securities3.2 0 3.2 4.7 4.7 
Corporate bonds and notesCorporate bonds and notes6.5 0 6.5 8.5 8.5 
Total assetsTotal assets$15.5 $5.7 $9.8 $32.8 $7.2 $25.6 
Liabilities:Liabilities:
Liabilities:
Liabilities:
Foreign currency contractsForeign currency contracts$(0.3)$0 $(0.3)$(0.9)$$(0.9)
Commodity contracts(0.1)0 (0.1)
Foreign currency contracts
Foreign currency contracts
Total liabilitiesTotal liabilities$(0.4)$0 $(0.4)$(0.9)$$(0.9)
Total liabilities
Total liabilities
Investments in US Treasury securities are based on quoted market prices for identical instruments in active markets, and therefore were classified as Level 1 measurements in the fair value hierarchy. Investments in US government agency securities and corporate bonds and notes are based on quoted prices for similar instruments in active markets, and therefore were classified as Level 2
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measurements in the fair value hierarchy. See Note 19 for additional information related to the Company’s available-for-sale investments. The fair value of derivative financial instruments has been determined based on market value equivalents aton the balance sheet date,dates, taking into account the current interest rate environment, foreign currency forward rates or commodity forward rates, and therefore were classified as Level 2 measurements in the fair value hierarchy. See Note 20 for additional information related to the Company’s derivatives.
During the second quarter of Fiscal 2019, the Company completed the sale of all eligible non-prime in-house accounts receivable. Upon closing, 5% of the purchase price was deferred until the second anniversary of the closing date. Final payment of the deferred purchase price was contingent upon the non-prime portfolio achieving a pre-defined yield. The Company recorded an asset at the transaction date related to this deferred payment at fair value. This estimated fair value was derived from a discounted cash flow model using unobservable Level 3 inputs, including estimated yields derived from historic performance, loss rates, payment rates and discount rates to estimate the fair value associated with the accounts receivable. The measurement period was completed in June 2020 and the Company expects to receive the full deferred payment of $23.5 million, which is recorded within other current assets on the consolidated balance sheet as of January 30, 2021. As a result of the amended agreements described in Note 4 and Note 13, the deferred payment will now be due in June 2021, or earlier upon termination by the parties.
Goodwill and other indefinite-lived intangible assets, are evaluated for impairment annually or more frequently if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value. Long-lived asset impairment testing is performed if events occur which indicate the carrying value of the long-lived asset or asset group may be greater than its fair value, and when the undiscounted cash flows of the asset or asset group are below its carrying value. Impairment testing compares the carrying amount of the reporting unit or other asset with its fair value. During Fiscal 2021, 2020 and 2019, the Company performed interim and annual impairment tests for goodwill, indefinite-lived intangible assets, and long-lived assets. The fair value was calculated using the income approach for the reporting units and the relief from royalty method for the indefinite-lived intangible assets, respectively. The fair value is a Level 3 valuation based on certain unobservable inputs including estimated future cash flows and discount rates aligned with market-based assumptions, that would be utilized by market participants in valuing these assets or prices of similar assets. For long-lived assets theduring Fiscal 2024, Fiscal 2023 and Fiscal 2022. The Company utilizes primarily the replacement cost method (a level 3 valuation method) for the fair value of its property and equipment, and the income method to estimate the fair value of its ROU assets, which incorporates Level 3 inputs such as historical store level sales, internal business plans, real estate market capitalization and rental rates, and discount rates. See Note 16 and Note 18 for additional information.
The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses and other current liabilities, and income taxes approximate fair value because of the short-term maturity of these amounts.
The fair valuesvalue of long-term debt instruments excluding revolving credit facilities, were determined using quoted market prices in inactive markets or discounted cash flows based upon current observable market interest rates and therefore were classified as Level 2 measurements in the fair value hierarchy. The carrying value of the ABL Revolving Facility (as defined in Note 23) approximates fair value. The following table provides a summary of the carrying amount and fair value of outstanding debt:
January 30, 2021February 1, 2020
(in millions)Carrying
Value
Fair ValueCarrying
Value
Fair Value
Long-term debt
Senior Notes (Level 2)$146.7 $145.1 $146.4 $144.8 
Term loans (Level 2)0 0 99.5 100.0 
Total$146.7 $145.1 $245.9 $244.8 

22.Retirement plans
Signet operates a defined benefit pension plan in the UK (the “UK Plan”) which ceased to admit new employees effective April 2004. The UK Plan provides benefits to participating eligible employees. Beginning in Fiscal 2014, a change to the benefit structure was implemented and members’ benefits that accumulate after that date are now based upon career average salaries, whereas previously, all benefits were based on salaries at retirement. In September 2017, the Company approved an amendment to freeze benefit accruals under the UK Plan in an effort to reduce anticipated future pension expense. As a result of this amendment, the Company froze the pension plan for all participants with an effective date of October 2019 as elected by the plan participants. All future benefit accruals under the plan have thus ceased as of this date. The amendment to the plan was accounted for in accordance with FASB Accounting Standards Codification (“ASC”) Topic 715, “Compensation - Retirement Benefits.”
The net periodic pension cost of the UK Plan is measured on an actuarial basis using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and the expected long-term rate of return on plan assets. Other material assumptions include rates of participant mortality, the expected long-term rate of compensation and pension increases,
February 3, 2024January 28, 2023
(in millions)Carrying
Value
Fair ValueCarrying
Value
Fair Value
4.70% Senior unsecured notes due in June 2024 (Level 2)$147.7 $146.3 $147.4 $144.9 
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and rates of employee attrition. Gains and losses occur when actual experience differs from actuarial assumptions. If such gains or losses exceed 10% of the greater of plan assets or plan liabilities, Signet amortizes those gains or losses over the average remaining service period of the employees. The service cost component of net periodic pension cost is charged to selling, general and administrative expenses while non-service, interest and other costs components are charged to other non-operating income, net, in the consolidated statements of operations.
The UK Plan is a funded plan with assets held in a separate trustee administered fund, which is independently managed. Signet used January 30, 2021 and February 1, 2020 measurement dates in determining the UK Plan’s benefit obligation and fair value of plan assets.
The following tables provide information concerning the UK Plan as of and for the fiscal years ended January 30, 2021 and February 1, 2020:
(in millions)Fiscal 2021Fiscal 2020
Change in UK Plan assets:
Fair value at beginning of year$281.9 $245.5 
Actual return on UK Plan assets11.9 36.8 
Employer contributions4.4 5.3 
Members’ contributions0 0.2 
Benefits paid(9.8)(9.4)
Foreign currency translation10.8 3.5 
Fair value at end of year$299.2 $281.9 
(in millions)Fiscal 2021Fiscal 2020
Change in benefit obligation:
Benefit obligation at beginning of year$243.4 $214.9 
Service cost0 0.7 
Interest cost4.0 5.5 
Members’ contributions0 0.2 
Actuarial loss1.4 29.2 
Benefits paid(9.8)(9.4)
Foreign currency translation8.6 2.3 
Benefit obligation at end of year$247.6 $243.4 
Funded status at end of year$51.6 $38.5 
(in millions)January 30, 2021February 1, 2020
Amounts recognized in the balance sheet consist of:
Other assets (non current)$51.6 $38.5 
Items in AOCI not yet recognized in net income in the consolidated statements of operations:
(in millions)January 30, 2021February 1, 2020February 2, 2019
Net actuarial losses$(47.2)$(52.4)$(53.8)
Net prior service costs(4.0)(4.1)(4.1)
The estimated actuarial losses and prior service costs for the UK Plan that will be amortized from AOCI into net periodic pension cost over the next fiscal year are $(0.8) million and $(0.1) million, respectively.
The accumulated benefit obligation for the UK Plan was $247.6 million and $243.4 million as of January 30, 2021 and February 1, 2020, respectively.
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The components of net periodic pension benefit cost and other amounts recognized in OCI for the UK Plan are as follows:
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Components of net periodic benefit (cost) income:
Service cost$0 $(0.7)$(0.9)
Interest cost(4.0)(5.5)(5.8)
Expected return on UK Plan assets5.5 7.8 8.4 
Amortization of unrecognized actuarial losses(0.9)(1.2)(0.9)
Amortization of unrecognized net prior service costs(0.1)
Total net periodic benefit (cost) income$0.5 $0.4 $0.8 
Other changes in assets and benefit obligations recognized in OCI6.5 1.7 (11.3)
Total recognized in net periodic pension benefit (cost) and OCI$7.0 $2.1 $(10.5)
January 30, 2021February 1, 2020
Assumptions used to determine benefit obligations (at the end of the year):
Discount rate1.60 %1.70 %
Salary increasesN/AN/A
Assumptions used to determine net periodic pension costs (at the start of the year):
Discount rate1.70 %2.70 %
Expected return on UK Plan assets2.20 %3.50 %
Salary increasesN/A1.50 %
The discount rate is based upon published rates for high-quality fixed-income investments that produce expected cash flows that approximate the timing and amount of expected future benefit payments.
The expected return on the UK Plan assets assumption is based upon the historical return and future expected returns for each asset class, as well as the target asset allocation of the portfolio of UK Plan assets.
The UK Plan’s investment strategy is guided by an objective of achieving a return on the investments, which is consistent with the long-term return assumptions and funding policy, to ensure the UK Plan obligations are met. The investment policy is to allocate funds to a diverse portfolio of investments, including UK and global equities, diversified growth funds, corporate bonds, fixed income investments and commercial property. The commercial property investment is through a Pooled Pensions Property Fund that provides a diversified portfolio of property assets. As of January 30, 2021, the long-term target allocation for the UK Plan’s assets was bonds 74%, diversified growth funds 21%, equities 4% and property 1%. This allocation is consistent with the long-term target allocation of investments underlying the UK Plan’s funding strategy.
The fair value of the assets in the UK Plan at January 30, 2021 and February 1, 2020 are required to be classified and disclosed in one of the following three categories:
Level 1—quoted market prices in active markets for identical assets and liabilities
Level 2—observable market based inputs or unobservable inputs that are corroborated by market data
Level 3—unobservable inputs that are not corroborated by market data
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The methods Signet uses to determine fair value on an instrument-specific basis are detailed below:
Fair value measurements as of January 30, 2021Fair value measurements as of February 1, 2020
(in millions)Total
Level 1

Level 2
TotalLevel 1Level 2
Asset category:
Diversified equity securities$13.0 $0 $13.0 $15.1 $$15.1 
Diversified growth funds44.4 44.4 0 49.8 49.8 
Fixed income – government bonds161.4 161.4 0 139.7 139.7 
Fixed income – corporate bonds56.2 0 56.2 48.8 48.8 
Cash3.7 3.7 0 4.3 4.3 
Investments measured at NAV(1):
Diversified growth funds18.0 17.8 
Property2.5 6.4 
Total$299.2 $209.5 $69.2 $281.9 $193.8 $63.9 
(1)    Certain assets that are measured at fair value using the net asset value (“NAV”) practical expedient have not been classified in the fair value hierarchy.
Investments in diversified equity securities, diversified growth funds and fixed income securities are in pooled funds. Investments are valued based on unadjusted quoted prices for each fund in active markets, where possible and, therefore, classified in Level 1 of the fair value hierarchy. If unadjusted quoted prices for identical assets are unavailable, investments are valued by the administrators of the funds. The valuation is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of units outstanding. The unit price is based on underlying investments which are generally either traded in an active market or are valued based on observable inputs such as market interest rates and quoted prices for similar securities and, therefore, classified in Level 2 of the fair value hierarchy.
Certain fixed income investments are in an interest-based return through investments in various asset classes including: asset backed securities, mortgage backed securities, collateralized debt and loan obligations, and loan investments. The same investments in are subject to certain restrictions whereby funds may only be divested quarterly. The investment in property is in pooled funds valued by the administrators of the fund. The investment in the property fund is subject to certain restrictions on withdrawals that could delay the receipt of funds by up to 16 months. The valuation of these assets are based on the NAV of underlying assets, which are independently valued on a monthly basis.
Signet contributed $4.4 million to the UK Plan in Fiscal 2021 and expects to contribute a minimum of $4.7 million to the UK Plan in Fiscal 2022. The level of contributions is in accordance with an agreed upon deficit recovery plan and based on the results of the actuarial valuation as of April 5, 2020.
The following benefit payments are currently estimated to be paid by the UK Plan:
(in millions)Expected benefit payments
Fiscal 2022$9.7 
Fiscal 20239.6 
Fiscal 20249.6 
Fiscal 20259.5 
Fiscal 20269.7 
Next five fiscal years$49.3 
Other retirement plans
In June 2004, Signet introduced a defined contribution plan which replaced the UK Plan for new UK employees. The contributions to this plan in Fiscal 2021 were $2.4 million (Fiscal 2020: $2.4 million; Fiscal 2019: $2.3 million).
In the US, Signet operates a defined contribution 401(k) retirement savings plan for all eligible employees who meet minimum age and service requirements. The assets of this plan are held in a separate trust and Signet matches 50% of up to 6% of employee elective salary deferrals, subject to statutory limitations. Signet’s contributions to this plan in Fiscal 2021 were $3.2 million (Fiscal 2020: $9.1 million; Fiscal 2019: $10.4 million). The Company has also established 2 unfunded, non-qualified deferred compensation plans, one of which permits certain management and highly compensated employees to elect annually to defer all or a portion of their
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compensation and earn interest on the deferred amounts (“DCP”) and the other of which is frozen as to new participants and new deferrals. Beginning in April 2011, the DCP provided for a matching contribution based on each participant’s annual compensation deferral. The plan also permits employer contributions on a discretionary basis. The cost recognized in connection with the DCP in Fiscal 2021 was $0.8 million (Fiscal 2020: $3.6 million; Fiscal 2019: $3.6 million). The matching contributions, for both the Signet 401(k) and DCP, were temporarily suspended during the first quarter of Fiscal 2021. The matching contributions resumed effective January 1, 2021.
The fair value of the assets in the 2 unfunded, non-qualified deferred compensation plans at January 30, 2021 and February 1, 2020 are required to be classified and disclosed. Although these plans are not required to be funded by the Company, the Company has elected to fund the plans by investing in trust-owned life insurance policies and money market funds. The value and classification of these assets are as follows:
Fair value measurements as of January 30, 2021Fair value measurements as of February 1, 2020
(in millions)Total 
Level 1

Level 2
TotalLevel 1Level 2
Assets:
Corporate-owned life insurance plans$6.3 $0 $6.3 $6.5 $$6.5 
Money market funds21.7 21.7 0 21.0 21.0 
Total assets$28.0 $21.7 $6.3 $27.5 $21.0 $6.5 
As of January 30, 2021 and February 1, 2020, the total liability recorded by the Company for the DCP was $33.3 million and $35.4 million, respectively.
23. Loans, overdrafts and long-term22. Long-term debt
(in millions)January 30, 2021February 1, 2020
Debt:
Senior Notes, net of unamortized discount$147.6 $147.5 
ABL Revolving Facility0 270.0 
FILO term loan facility0 100.0 
Other loans and bank overdrafts0 95.6 
Gross debt$147.6 $613.1 
Less: Current portion of loans and overdrafts0 (95.6)
Less: Unamortized debt issuance costs(0.9)(1.6)
Total long-term debt$146.7 $515.9 

(in millions)February 3, 2024January 28, 2023
Debt:
4.70% Senior unsecured notes due in June 2024, net of unamortized discount$147.8 $147.7 
Gross debt147.8 147.7 
Less: Current portion of long-term debt(147.7)— 
Less: Unamortized debt issuance costs(0.1)(0.3)
Total long-term debt$ $147.4 
The annual aggregate maturities of the Company’s debt (excluding the impact of debt issuance costs) for the five years subsequent to January 30, 2021February 3, 2024 are presented below.
(in millions)
Fiscal 20222025$0147.8 
Fiscal 20232026— 
Fiscal 20270 
Fiscal 20242028— 
Fiscal 20290 
Fiscal 2025147.6 
Fiscal 2026
Thereafter0 
Gross Debt$147.6147.8 

Revolving credit facility and term loan (the “Credit Facility”)
On September 27, 2019, in connection with the issuance of a new senior secured asset-based credit facility, the Company repaid and terminated the Credit Facility. Refer to the “Asset-based credit facility” section below. The original maturity of the Credit Facility was July 2021. Unamortized debt issuance costs of $2.0 million associated with the Credit Facility were written-off during Fiscal 2020
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upon executing the termination of the Credit Facility. This expense was recognized as a cost of extinguishment of the Credit Facility and was recorded within other non-operating income, net, in the consolidated statements of operations.
Senior unsecured notes due 2024
On May 19, 2014, Signet UK Finance plc (“Signet UK Finance”), a wholly owned subsidiary of the Company, issued $400 million aggregate principal amount of its 4.70% senior unsecured notes due in June 2024 (the “Senior Notes”). The Senior Notes were issued under an effective registration statement previously filed with the SEC. Interest on the Senior Notes is payable semi-annually on June 15 and December 15 of each year. The Senior Notes are jointly and severally guaranteed, on a full and unconditional basis, by the Company and by certain of the Company’s wholly owned subsidiaries (such subsidiaries, the “Guarantors”). The Senior Notes were issued pursuant to a base indenture among the Company, Signet UK Finance, the Guarantors and Deutsche Bank Trust Company Americas as trustee, with the indenture containing customary covenants and events of default provisions.subsidiaries.
On September 5, 2019, Signet UK Finance announced the commencement of a tender offer to purchase any and all of its outstanding Senior Notes (the “Tender Offer”). Upon receipt of the requisite consents from Senior Note holders, Signet UK Finance entered into a supplemental indenture which eliminated mosttendered $239.6 million of the restrictive covenants and certain default provisions of the indenture. The supplemental indenture became operative on September 27, 2019 upon the Company’s acceptance and payment for the Senior Notes, previously validly tendered and not validly withdrawn pursuant to the Tender Offer for an aggregate principal amount of $239.6 million, which representedrepresenting a purchase price of $950.00 per $1,000.00 in principal, amountleaving $147.8 million of the Senior Notes validly tendered. The Company recognized a net gain on extinguishment ofoutstanding after the validly tendered Senior Notes in Fiscal 2020 of $8.2 million, net of $1.9 million in third party fees and $2.6 million in write-off of unamortized debt issuance costs and original issue discount. This net gain was recorded within other non-operating income, net, in the consolidated statements of operations.

Tender Offer.
Unamortized debt issuance costs relating to the Senior Notes as of January 30, 2021 was $0.9February 3, 2024 totaled $0.1 million (February 1, 2020: $1.1(January 28, 2023: $0.3 million). The remaining unamortized debt issuance costs are recorded as a direct deduction from the outstanding liability within the consolidated balance sheets. Amortization relating to debt issuance costs of $0.2 million was recorded as a component of interest (income) expense, net in the consolidated statements of operations in Fiscal 20212024 ($0.60.3 million and $0.7$0.3 million during Fiscal 20202023 and Fiscal 2019,2022, respectively).
Asset-based credit facility
On September 27, 2019, the Company entered into a senior secured asset-based credit facility consisting of (i) a revolving credit facility in an aggregate committed amount of $1.5 billion (“ABL(the “ABL Revolving Facility”) and (ii) a first-in last-out term loan facility in an aggregate principal amount of $100.0 million (the “FILO Term Loan Facility” and, together with the ABL Revolving Facility, the “ABL Facility”) pursuant. During Fiscal 2021, the Company fully repaid the FILO Term Loan Facility.
On July 28, 2021, the Company entered into the Second Amendment to that certain credit agreement.the Credit Agreement (the “Second Amendment”) to amend the ABL Facility. The Second Amendment extended the maturity of the ABL Facility will mature onfrom September 27, 2024.

2024 to July 28, 2026 and allows the Company to increase the size of the ABL Facility by up to $600 million. The Company incurred additional debt issuance costs of $3.9 million related to the modification of the ABL Facility during the second quarter of Fiscal 2022.
Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL revolving commitments and a borrowing base determined based on the value of certain inventory and credit card receivables, subject to specified advance rates and reserves. Indebtedness under the ABL Facility is secured by substantially all of the assets of the Company and its subsidiaries, subject to customary exceptions. Borrowings under the ABL Revolving Facility, and the FILO Term Loan Facility, as applicable, bearbears interest at the Company’s option at either eurocurrencyterm rate plus the applicable margin or a base rate plus the applicable margin, in each case depending on the excess availability under the ABL Revolving Facility. As of January 30, 2021,February 3, 2024, the interest rate applicable to the ABL Revolving Facility was 1.7% (February 1, 2020: 2.8%6.7% (January 28, 2023: 5.8%). The Company had stand-by letters of credit outstanding of $19.0$18.2 million on the ABL Revolving Facility as of January 30, 2021 (February 1, 2020: $14.9February 3, 2024 (January 28, 2023: $18.1 million). The Company had no outstanding borrowings on the
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ABL Revolving Facility for the periods presented and its available borrowing capacity of $1.3was $1.1 billion on the ABL Revolving Facility as of January 30, 2021 (February 1, 2020: $1.2February 3, 2024 (January 28, 2023: $1.4 billion).

As a result of the risks and uncertainties associated with the potential impacts of COVID-19 on the Company’s business, as a prudent measure to increase the Company’s financial flexibility and bolster its cash position, the Company borrowed an additional $900 million on the ABL Revolving Facility during the first quarter of Fiscal 2021. The Company made ABL Revolving Facility repayments during the third and fourth quarter of Fiscal 2021 and the outstanding amount borrowed under ABL Revolving Facility was fully paid down by the end of Fiscal 2021.

During the fourth quarter of Fiscal 2021, the Company fully repaid the FILO Term Loan Facility. The remaining unamortized debt issuance costs of $0.4 million were written-off upon repayment of the FILO Term Loan Facility. This expense was recognized as a cost of extinguishment of debt and was recorded within other non-operating income, net, in the consolidated statements of operations.

If the excess availability under the ABL Revolving Facility falls below the threshold specified in the ABL Facility agreement, the Company will be required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00. As of January 30, 2021,February 3, 2024, the threshold related to the fixed coverage ratio was approximately $136$114 million. The ABL Facility places certain restrictions upon the Company’s ability to, among other things, incur additional indebtedness, pay dividends, grant liens and make certain loans, investments and divestitures. The ABL Facility contains customary events of default (including payment defaults, cross-defaults to certain of the
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Company’s other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Facility.

Debt issuance costs relating to the ABL Revolving Facility totaled $8.7$12.6 million. The remaining unamortized debt issuance costs are recorded within other assets in the consolidated balance sheets. Amortization relating to the debt issuance costs of $1.7$1.8 million was recorded as a component of interest expenseincome (expense), net in the consolidated statements of operations for Fiscal 2021 (Fiscal 2020: $0.6 million)2024 ($1.9 million and $2.0 million during Fiscal 2023 and Fiscal 2022, respectively). Unamortized debt issuance costs related to the ABL Revolving Facility totaled $6.4$4.6 million as of January 30, 2021 (February 1, 2020: $8.1February 3, 2024 (January 28, 2023: $6.4 million).
Other
As of January 30, 2021 and February 1, 2020, the Company was in compliance with all debt covenants.
As of January 30, 2021 and February 1, 2020, there were $0.0 million and $87.5 million in overdrafts, respectively, which represent issued and outstanding checks where no bank balances exist with the right of offset.
24.23. Accrued expenses and other current liabilities
(in millions)January 30, 2021February 1, 2020
Accrued compensation and benefits$111.6 $63.1 
Accrued advertising52.3 33.8 
Other taxes69.3 32.8 
Payroll taxes27.5 11.7 
Shareholder litigation (see Note 27)0 240.6 
Accrued expenses233.4 315.0 
Total accrued expenses and other current liabilities$494.1 $697.0 
The following table summarizes the details of the Company’s accrued expenses and other current liabilities:
The
(in millions)February 3, 2024January 28, 2023
Accrued compensation and benefits$80.6 $93.7 
Accrued advertising67.3 39.7 
Payroll and other taxes63.0 89.0 
Accrued litigation charges (see Note 28) 203.8 
Other accrued expenses189.3 212.5 
Total accrued expenses and other current liabilities$400.2 $638.7 
Certain banners within the North America reportable segment providesprovide a product lifetime diamond guarantee as long as six-month inspections are performed and certified by an authorized store representative. Provided the customer has complied with the six-month inspection policy, the Company will replace, at no cost to the customer, any stone that chips, breaks or is lost from its original setting during normal wear. Management estimates the warranty accrual based on the lag of actual claims experience and the costs of such claims, inclusive of labor and material. A similar product lifetime guarantee is also provided on color gemstones. The warranty reserve for diamond and gemstone guaranteeguarantees, included in accrued expenses and other current liabilities and other liabilities - non-current, is as follows:
(in millions)(in millions)Fiscal 2021Fiscal 2020Fiscal 2019(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Warranty reserve, beginning of periodWarranty reserve, beginning of period$36.3 $33.2 $37.2 
Warranty expenseWarranty expense8.5 13.5 8.0 
Warranty expense
Warranty expense
Utilized (1)
Utilized (1)
(7.5)(10.4)(12.0)
Warranty reserve, end of periodWarranty reserve, end of period$37.3 $36.3 $33.2 
(1)    Includes impact of foreign exchange translation.
(in millions)January 30, 2021February 1, 2020
Disclosed as:
Current liabilities (1)
$10.7 $10.6 
Other liabilities - non-current (see Note 25)26.6 25.7 
Total warranty reserve$37.3 $36.3 
(1)    Included within accrued expenses above.
25. Other liabilities - non-current
(in millions)January 30, 2021February 1, 2020
Deferred compensation25.5 31.0 
Warranty reserve26.6 25.7 
Other liabilities59.0 59.9 
Total other liabilities$111.1 $116.6 
(in millions)February 3, 2024January 28, 2023
Disclosed as:
Accrued expenses and other current liabilities$11.8 $11.3 
Other liabilities - non-current (see Note 24)31.9 29.5 
Total warranty reserve$43.7 $40.8 
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26.24. Other liabilities - non-current
The following table summarizes the details of the Company’s other liabilities - non current:
(in millions)February 3, 2024January 28, 2023
Deferred compensation$32.4 $30.9 
Warranty reserve31.9 29.5 
Other liabilities31.7 39.7 
Total other liabilities - non-current$96.0 $100.1 
25. Share-based compensation
Signet operates several share-based compensation plans which can be categorized as the “Omnibus Plans”Plan” and “Share Saving Plans” as further described below.
Share-based compensation expense and the associated tax benefits recognized in the consolidated statements of operations are as follows:
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Share-based compensation expense$14.5 $16.9 $16.5 
Income tax benefit$(3.6)$(4.2)$(4.1)
On March 25, 2020, in light of the economic situation as a result of the COVID-19 pandemic, the Company implemented temporary base salary reductions for members of senior management, with half of the salary reduction amount to be awarded in the Company’s common shares in lieu of cash. The base salaries were reinstated in September 2020. In Fiscal 2021, $1.3 million of Common Shares with no vesting requirements was awarded to senior management.
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Share-based compensation expense$41.1 $42.0 $45.8 
Income tax benefit$(5.4)$(5.2)$(5.9)
As of January 30, 2021,February 3, 2024, unrecognized compensation cost related to unvested awards granted under share-based compensation plans is as follows:
(in millions)Unrecognized Compensation Costcompensation costWeighted average period
Omnibus Plan$26.619.7 2.21.7 years
Share Saving Plans0.10.7 years
Total$26.7
The Company satisfies share option exercises and the vesting of restricted stock (“RSAs”)RSAs, RSUs, and restricted stock units (“RSUs”)PSUs under its plans with the issuance of treasury shares.
Omnibus Plan
In June 2018, Signet’s shareholders approved and Signet adopted the Signet Jewelers Limited 2018 Omnibus Incentive Plan (as amended to the date here to, the “2018 Omnibus Plan”). Upon adoption of the 2018 Omnibus Plan, shares that were previously available under the Signet Jewelers Limited Omnibus Incentive Plan, which was approved in June 2009 (the “2009 Omnibus Plan”)(, and collectively with the 2018 Omnibus Incentive Plan, the “Omnibus Plans”) are no longer available for future grants and were not transferred to the 2018 Omnibus Incentive Plan. Awards that may be granted under the 2018 Omnibus Plan include RSAs, RSUs, Common Shares,PSUs, common shares, stock options, stock appreciation rights and other stock-based awards. The Fiscal 2021,2024, Fiscal 20202023 and Fiscal 20192022 annual awards granted under the Omnibus PlansPlan have fivetwo elements: time-based RSAs, time-based RSUs performance-based RSUs, Common Shares, and time-based stock options. The time-based restricted stock has a three-year vesting period, subject to continued employment, and has the same voting rights and dividend rights as Common Shares (which are payable once the shares have vested). Performance-based RSUsPSUs. PSUs awarded in Fiscal 20192024, Fiscal 2023, and Fiscal 2020 include two performance measures: operating income (subject to certain adjustments) and return on invested capital (“ROIC”), although the ROIC measure is applicable only to senior executives. Performance-based RSUs awarded in Fiscal 20212022 include two performance measures: revenue and free cash flow (defined as cash flow from operations less capital expenditures). For the performance measures, cumulative results achieved during the relevant three- year-year performance period for Fiscal 2019 and Fiscal 20202024 and a two-year performance period for Fiscal 20212023 and Fiscal 2022 are compared to target metrics established in the underlying grant agreements.
The time-based stock options generally vest on the third anniversary of the grant date and have a ten yearten-year contractual term, subject to continued employment. Time-based RSUs generally have a one or three- yearthree-year vesting period, subject to continued service or employment. The 2018 Omnibus Plan permits the grant of awards to employees, non-employee directors and consultants for up to 6,075,000 common shares.
RSU awardsRSUs and PSUs do not have dividend rights until vesting, and thus the grant date fair value of these awards is impacted by the dividend yield and term of the awards. However, RSAs do have dividend rights from the date of grant, and thus are valued at the market price of the Company’s stock on the grant date, consistent with awards of Common Shares. The significant assumptions utilized to estimate the weighted-average fair value of RSAs, Common SharesRSUs and RSU awardsPSUs granted under the Omnibus PlansPlan are as follows:
Fiscal 2024Fiscal 2023Fiscal 2022
Share price$62.71 $77.39 $60.65 
Expected term2.9 years2.9 years2.9 years
Dividend yield0.9 %3.0 %4.3 %
Fair value$61.06 $71.19 $53.58 
No stock options, RSAs or common shares were granted during Fiscal 2024, Fiscal 2023 or Fiscal 2022.
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Omnibus Plan
Fiscal 2021Fiscal 2020Fiscal 2019
Share price$11.10 $20.76 $41.36 
Expected term2.9 years2.8 years2.8 years
Dividend yield5.5 %7.5 %3.6 %
Fair value$9.37 $18.14 $38.57 
The significant assumptions utilized to estimate the weighted-average fair value of stock options granted under the Omnibus Plans are as follows:
Fiscal 2020Fiscal 2019
Share price$22.17 $40.09 
Exercise price$25.18 $39.72 
Risk free interest rate2.4 %2.9 %
Expected term6.0 years6.5 years
Expected volatility42.7 %37.6 %
Dividend yield6.7 %3.7 %
Fair value$4.27 $11.21 
The risk-free interest rate is based on the US Treasury yield curve in effect at the grant date with remaining terms equal to the expected term of the awards. The expected term utilized is the length of time the awards are expected to be outstanding, primarily based on the vesting period and expiration date of the awards. The expected volatilitydividend yield is determined by calculating thebased on a combination of historical volatility of Signet’s share price over the expected term of the award.actual dividend yields and projected dividend yields.
The Fiscal 20212024 activity for Common Shares, RSAs,RSUs and time-based and performance-based RSU awardsPSUs granted under the Omnibus PlansPlan is as follows:
Omnibus Plans
(in millions, except per share amounts)No. of
shares
Weighted
average
grant date
fair value
Weighted
average
remaining
contractual
life
Intrinsic
value
(1)
Outstanding at February 1, 20202.8 $31.04 1.5 years$66.9 
Fiscal 2021 activity:
Granted3.3 9.62 
Vested(0.4)30.25 
Lapsed or forfeited(0.9)34.20 
Outstanding at January 30, 20214.8 $15.24 1.8 years$192.3 
(in millions, except per share amounts)Number of
shares
Weighted
average
grant date
fair value
Weighted
average
remaining
contractual
life
Intrinsic
value
(1)
Outstanding at January 28, 20232.3 $47.33 1.2 years$170.0 
Fiscal 2024 activity:
Granted1.0 61.57 
Vested (2)
(1.4)34.05 
Lapsed or forfeited(0.1)61.84 
Outstanding at February 3, 20241.8 $65.62 1.6 years$169.3 
(1)    Intrinsic value for outstanding restricted stockRSUs and RSUsPSUs is based on the fair market value of Signet’s common stock on the last business day of the fiscal year. There were no RSAs outstanding as of February 3, 2024.
(2)    This amount includes 0.6 million PSUs that vested as of the last day of Fiscal 2024; however, these shares were not released to participants until Fiscal 2025.
The Fiscal 20212024 activity for stock options previously granted under the Omnibus PlansPlan is as follows:
Omnibus Plans
(in millions, except per share amounts)No. of
shares
Weighted
average
exercise
price
Weighted
average
remaining
contractual
life
Intrinsic
value
(1)
Outstanding at February 1, 20200.7 $39.13 8.3 years$
Fiscal 2021 activity:
Granted
Exercised
Lapsed or forfeited(0.2)39.61 
Outstanding at January 30, 20210.5 $38.98 7.3 years$0.8 
(in millions, except per share amounts)No. of
shares
Weighted
average
exercise
price
Weighted
average
remaining
contractual
life
Intrinsic
value
(1)
Outstanding at January 28, 20230.2 $38.68 5.3 years$5.9 
Fiscal 2024 activity:
Exercised(0.1)39.52 
Outstanding at February 3, 20240.1 $38.31 4.3 years$6.4 
(1)    Intrinsic value for outstanding awards is based on the fair market value of Signet’s common stock on the last business day of the fiscal year.
The following table summarizes additional information about awards granted under the Omnibus Plan:
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(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Total intrinsic value of awards vested$121.8 $205.1 $76.6 
(in millions)Fiscal 2021Fiscal 2020Fiscal 2019
Total intrinsic value of awards vested$5.0 $3.5 $6.8 
Other Share-Based PlansShare saving plans
Signet has 3three share option savings plans available to employees as follows:
Employee Share Purchase Plan (“ESPP”), for US employees
Sharesave Plan, for UK employees
Irish Sub-Plan to the Sharesave Plan, for Republic of Ireland employees
The ESPP, as adopted in 2018, is a savings plan intended to qualify under US Section 423 of the US Internal Revenue CodeIRC and allows employees to purchase common shares at a discount of approximately 5% to the closing price of the New York Stock Exchange on the date of purchase, which occurs on the last trading day of a twelve-month offering period. This plan is non-compensatory and no more than 1,250,000 shares may be issued under the ESPP. The Company suspended participation in the ESPP in August 2019, thus no shares were issued in Fiscal 20212024, Fiscal 2023 or Fiscal 2020.2022.
The Sharesave Plan and Irish Sub-Plan (collectively, the “Sharesave Plans”) as adopted in 2018 allow eligible employees to be granted, and to exercise, options over common shares at a discount of approximately 15% below a determined market price based on the New York Stock Exchange, using savings accumulated under savings contract entered into in accordance with the relevant plan rules. The market price is generally determined as one of: (i) the average middle market price for the three trading days immediately prior to the invitation date; (ii) the market price on the day immediately preceding the invitation date; or (iii) the market price at such other time as may be agreed with HerHis Majesty’s Revenue and CustomsCustoms. Options granted under the Sharesave Plan and the Irish Sub-PlanPlans vest after 36 months and are generally only exercisable between 36 and 42 months from commencement of the related savings contract. These plans are compensatory and compensation expense is recognized over the requisite service period, and no more than 1,000,000 shares may be allocated under these plans. No awards have been granted under the Sharesave plans in Fiscal 20212024, Fiscal 2023, or Fiscal 2020.
The significant assumptions utilized to estimate the weighted-average fair value of2022. At February 3, 2024, there were no share awards grantedoutstanding under the Sharesave PlansPlans.
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26. Restructuring
Fiscal 2024 Reorganization Plan
During the second quarter of Fiscal 2024, the Company initiated a plan to rationalize its store footprint across the Company, as well as to reorganize certain centralized functions within its North America and UK support centers (collectively, the “Plan”). During the first quarter of Fiscal 2025, as a result of the continued strategic review of the UK business, the Company expanded the Plan in order to further redesign the operating model of the UK business aimed at improving profitability, with margins in line with the rest of the business within the next three years. The store footprint reduction is expected to include the closure of up to 150 underperforming stores across both the North America and International reportable segments through the end of Fiscal 2025 and will result in costs primarily for severance and asset disposals or impairment. The reorganization of the support centers includes the elimination of certain roles resulting in expenses primarily related to severance and other employee-related costs. Actions related to the Plan are expected to be completed by the end of Fiscal 2025.
Total estimated costs related to the Plan are expected to range from $20 million to $30 million, including $10 million to $15 million of estimated non-cash charges for asset disposals and impairments. During Fiscal 2024, the Company recorded charges related to the Plan of $11.3 million, comprised of the following: $5.4 million for employee-related costs; $1.6 million for store closure costs; and $4.3 million related to asset impairments. Employee-related and store closure costs are recorded within other operating income (expense), net and asset impairments are recorded within asset impairments, net within the consolidated statements of operations.
27.Retirement plans
Signet previously provided a defined benefit pension plan in the UK (the “UK Plan”) to participating eligible employees, which was frozen effective in October 2019. All future benefit accruals under the plan ceased as follows:of that date.
Fiscal 2019
Share price$58.50 
Exercise price$57.97 
Risk free interest rate3.0 %
Expected term3.7 years
Expected volatility44.4 %
Dividend yield2.6 %
Fair value$18.07 
On July 29, 2021, Signet Group Limited (“SGL”), a wholly-owned subsidiary of the Company, entered into an agreement (the “Agreement”) with Signet Pension Trustee Limited (the “Trustee”), as trustee of the Signet Group Pension Scheme (the “Pension Scheme”), to facilitate the Trustee entering into a bulk purchase annuity policy ("BPA") securing accrued liabilities under the Pension Scheme with Rothesay Life Plc ("Rothesay") and subsequently, to wind up the Pension Scheme. The BPA is held by the Trustee as an asset of the Pension Scheme (the "buy-in") in anticipation of Rothesay subsequently (and in accordance with the terms of the BPA) issuing individual annuity contracts to each of the 1,909 Pension Scheme members (or their eligible beneficiaries) ("Transferred Participants") covering their accrued benefits (a full “buy-out”), following which the BPA will terminate and the Trustee will wind up the Pension Scheme (collectively, the “Transactions”).
The risk-free interest rate isFrom the point of buy-out, Rothesay shall be liable to pay the insured benefits to the Transferred Participants and shall be responsible for the administration of those benefits. Once all Pension Scheme members (or their eligible beneficiaries) have become Transferred Participants, the Trustee will wind up the Pension Scheme. By irrevocably transferring these obligations to Rothesay, the Company will eliminate its projected benefit obligation under the Pension Scheme.
In connection with the Transactions, SGL has contributed £16.1 million to date (approximately $21.5 million), including £1.1 million (approximately $1.4 million) in Fiscal 2024, to the Pension Scheme to enable the Trustee to pay for any and all costs incurred by the Trustee as part of the Transactions.
On August 9, 2021, in connection with the transfer of assets into the BPA as noted above, the Company performed a remeasurement of the Pension Scheme based on the US Treasury (for US-based award recipients) or UK Gilt (for UK-based award recipients) yield curveterms of the BPA which resulted in effect ata pre-tax actuarial loss of £53.3 million (approximately $72.9 million) recorded within the grant dateconsolidated statements of comprehensive income.
On April 22, 2022, the Trustee entered into a Deed Poll agreement with remaining terms equalRothesay and a Deed of Assignment with SGL to facilitate the assignment of individual policies for a significant portion of the Transferred Participants (“Assigned Participants”). The Deed Poll and Deed of Assignment, collectively, irrevocably relieve SGL and the Trustee of its obligations under the policies to the expected termAssigned Participants.
As a result of the awards. The expected term utilized is based onDeed Poll and Deed of Assignment, as well as the contractual vesting periodvoluntary lump sum distributions, the Company has determined that a transfer of all remaining risks has occurred with respect to these groups of participants. Thus, management concluded that the Company triggered settlement accounting and performed a remeasurement of the awards, inclusivePension Scheme, which resulted in a non-cash, pre-tax settlement charge of any exercise period available to award recipients after vesting. The expected volatility is determined by calculating$131.9 million recorded within other non-operating expense, net within the historical volatilityconsolidated statements of Signet’s share price overoperations during the expected termfirst quarter of Fiscal 2023.
Additional settlement events occurred in the second and fourth quarters of Fiscal 2023 and the first quarter of Fiscal 2024, which resulted in non-cash, pre-tax settlement charges of $0.9 million, $0.9 million and $0.2 million, respectively, which were recorded within other non-operating expense, net within the consolidated statements of operations. With this transfer in the first quarter of Fiscal 2024, the Company finalized the buy-out of the awards.BPA and settlement of the remaining obligations under the Pension Scheme.
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The settlement charges recorded in Fiscal 2021 activity for awards granted2023 and Fiscal 2024 relate to the pro-rata recognition of previously unrecognized actuarial losses and prior service costs out of AOCI and into earnings associated with the buy-out of the benefit obligation. No further amounts remain unrecognized in AOCI as of February 3, 2024.
On December 13, 2023, the Trustee entered into a Deed of Determination with SGL to finalize the wind-up of the Pension Scheme. The Deed of Determination discharged SGL and the Trustee from all duties and obligations under the Sharesave PlansPension Scheme.
The following tables provide information concerning the UK Plan as of and for the fiscal years ended February 3, 2024 and January 28, 2023:
(in millions)Fiscal 2024Fiscal 2023
Change in UK Plan assets:
Fair value at beginning of year$2.7 $295.6 
Actual return on UK Plan assets(2.5)(28.4)
Employer contributions1.4 10.4 
Benefits paid (2.7)
Plan settlements(1.6)(260.0)
Foreign currency translation (12.2)
Fair value at end of year$ $2.7 
(in millions)Fiscal 2024Fiscal 2023
Change in benefit obligation:
Benefit obligation at beginning of year$1.6 $303.3 
Interest cost 1.0 
Actuarial gain (29.5)
Benefits paid (2.7)
Plan settlements(1.6)(260.0)
Foreign currency translation (10.5)
Benefit obligation at end of year$ $1.6 
Funded status at end of year$ $1.1 
As a result of the wind-up of the Pension Scheme in the fourth quarter of Fiscal 2024, the UK Plan is not expected to have any future benefit payments.
(in millions)February 3, 2024January 28, 2023
Amounts recognized in the consolidated balance sheets consist of:
Other assets (non-current)$$1.1 
Items in AOCI not yet recognized in net income in the consolidated statements of operations:
(in millions)February 3, 2024January 28, 2023January 29, 2022
Net actuarial gains (losses)$— $3.9 $(103.3)
Net prior service costs— — (3.9)
The accumulated benefit obligation for the UK Plan was $0.0 million and $1.6 million as of February 3, 2024 and January 28, 2023, respectively.
Prior to the finalization of the wind-up of the Pension Scheme, the net periodic pension costs of the UK Plan were measured on an actuarial basis using the projected unit credit method and several actuarial assumptions, the most significant of which were the discount rate and the expected long-term rate of return on plan assets. Other material assumptions included rates of participant mortality, the expected long-term rate of compensation and pension increases, and rates of employee attrition. Gains and losses occurred when actual experience differed from actuarial assumptions. If such gains or losses exceeded 10% of the greater of plan assets or plan liabilities, Signet amortized those gains or losses over the average remaining service period of the employees. The service cost component of net periodic pension cost was charged to SG&A while non-service, interest and other costs components were charged to other non-operating expense, net, in the consolidated statements of operations.
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The components of pre-tax net periodic pension benefit cost and other amounts recognized in OCI for the UK Plan are as follows:
Sharesave Plans
(in millions, except per share amounts)No. of
shares
Weighted
average
exercise
price
Weighted
average
remaining
contractual
life
Intrinsic
value
(1)
Outstanding at February 1, 20200.1 $54.78 1.1 years$
Fiscal 2021 activity:
Granted
Exercised
Lapsed or forfeited
Outstanding at January 30, 20210.1 $51.30 0.8 years$0 
Exercisable at February 1, 2020$$
Exercisable at January 30, 20210 $0 $0 
(in millions)Fiscal 2024Fiscal 2023Fiscal 2022
Components of net periodic benefit cost:
Interest cost$ $(1.0)$(3.3)
Expected return on UK Plan assets(2.5)(0.3)3.0 
Amortization of unrecognized actuarial losses (3.5)(2.1)
Amortization of unrecognized net prior service costs (0.3)(0.1)
Pension settlement loss(0.2)(133.7)— 
Total net periodic benefit cost$(2.7)$(138.8)$(2.5)
Other changes in assets and benefit obligations recognized in OCI0.2 137.0 (69.2)
Total recognized in net periodic pension benefit cost and OCI$(2.5)$(1.8)$(71.7)
(1)    IntrinsicAs a result of the wind-up of the plan, there were no remaining Plan assets as of February 3, 2024. the fair value of the assets in the assets in the UK Plan at January 28, 2023 were required to be classified and disclosed in one of the following three categories:
Level 1—quoted market prices in active markets for outstanding awardsidentical assets and liabilities
Level 2—observable market based inputs or unobservable inputs that are corroborated by market data
Level 3—unobservable inputs that are not corroborated by market data
Signet measured the value of the assets on an instrument-specific basis as detailed below:
As of January 28, 2023
(in millions)TotalLevel 1Level 2Level 3
Investments measured at fair value:
Insurance contracts$1.6 $— $— $1.6 
Cash1.1 1.1 — — 
Total assets$2.7 $1.1 $— $1.6 
The following represents a summary of changes in fair value of UK Plan assets classified as Level 3:
(in millions)Fiscal 2024Fiscal 2023
Beginning of year balance$1.6 $291.6 
Purchases, sales, and settlements, net(1.6)(262.7)
Actual return on assets, assets still held at reporting date (16.1)
Foreign currency translation (11.2)
End of year balance$ $1.6 
The BPA was considered a Level 3 asset as the value of the asset is based on the fair marketimplied value of Signet’s common stockthe liability as determined based on the last business dayunderlying employee data and actuarial assumptions described above, which are all significant unobservable inputs.
Other retirement plans
In June 2004, Signet introduced a defined contribution plan which replaced the UK Plan for new UK employees. The contributions to this plan in Fiscal 2024 were $2.4 million (Fiscal 2023: $2.5 million; Fiscal 2022: $2.4 million).
In the US, Signet operates a defined contribution 401(k) retirement savings plan for all eligible employees who meet minimum age and service requirements. The assets of this plan are held in a separate trust and Signet matches 50% of up to 6% of employee elective salary deferrals, subject to statutory limitations. Signet’s contributions to this plan in Fiscal 2024 were $13.6 million (Fiscal 2023: $12.6 million; Fiscal 2022: $13.0 million).
The Company has also established two unfunded, non-qualified deferred compensation plans (“DCP”), one of which permits certain management and highly compensated employees to elect annually to defer all or a portion of their compensation and are credited earnings or losses on the deferred amounts under the terms of the fiscal year.plan and the other of which is frozen as to new participants and new deferrals. Beginning in April 2011, the DCP provided for a matching contribution based on each participant’s annual compensation deferral. The DCP also permits employer contributions on a discretionary basis. The cost recognized in connection with the DCP in Fiscal 2024 was $5.4 million (Fiscal 2023: $1.7 million; Fiscal 2022: $2.2 million).
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Although the DCP is not required to be funded by the Company, the Company has elected to fund the DCP by investing in trust-owned life insurance policies and mutual funds. The value and classification of these assets are as follows:
As of February 3, 2024As of January 28, 2023
(in millions)Total 
Level 1
TotalLevel 1
Investments measured at fair value:
Mutual funds$22.4 $22.4 $16.6 $16.6 
Investments measured at NAV:
Money market mutual funds2.8 5.7 
Total assets$25.2 $22.4 $22.3 $16.6 
The following table summarizes additional information about awards granted underCompany also has company-owned life insurance policies held for purposes of funding the Sharesave Plans:DCP totaling $5.6 million and $5.5 million as of February 3, 2024 and January 28, 2023, respectively.
(in millions, except per share amounts)Fiscal 2019
Weighted average grant date fair value per share of awards granted$18.07 
Total intrinsic value of options exercised$
Cash received from share options exercised$
As of February 3, 2024 and January 28, 2023, the total liability recorded by the Company for the DCP was $38.5 million and $33.9 million, respectively.
27.28. Commitments and contingencies
Contingent property liabilities
Approximately 17 property leases had been assigned in the UK by Signet at January 30, 2021 (and remained unexpired and occupied by assignees at that date) and approximately 5 additional properties were sub-leased in the US and UK at that date. Should the assignees or sub-tenants fail to fulfill any obligations in respect of those leases or any other leases which have at any other time been assigned or sub-leased, Signet or one of its subsidiaries may be liable for those defaults. The amount of such claims arising to date has not been material.
Capital commitments
At January 30, 2021February 3, 2024 Signet had an immaterial amounts of capital commitments (February 1, 2020: $22.3 million)of $53.7 million ($107.0 million at January 28, 2023). These commitments generally relate to store construction and capital investments in IT. Additionally, the Company has certain commitments to maintain or improve leased properties; however there are no minimum requirements or otherwise committed amounts for these projects as of February 3, 2024 or January 30, 2021.28, 2023.
Contingent property liabilities
Property leases had been assigned to third parties in the UK by Signet and remained unexpired and occupied by assignees. Should the assignees fail to fulfill any obligations in respect of those leases, Signet may be liable for those defaults. The maximum potential amount of future payments Signet could be required to make under these guarantees is $32.8 million as of February 3, 2024. No liabilities have been recorded as the likelihood of default was deemed to be remote and the fair value of the guarantees is not material. The amount of such claims arising to date has not been material.
Legal proceedings
The Company is routinely a party to various legal proceedings arising in the ordinary course of business. These legal proceedings primarily include employment-related and commercial claims. The Company does not believe that the outcome of any such legal proceedings pending against the Company would have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations.
Previously settled matters
Employment practices
As previously reported, in March 2008, a group of private plaintiffs (the “Claimants”) filed a class action lawsuit for an unspecified amount against SJI, a subsidiary of Signet, in the US District Court for the Southern District of New York alleging that US store-level employment practices are discriminatory as to compensation and promotional activities with respect to gender. Indisclosed, on June 2008, the District Court referred the matter to private arbitration where the Claimants sought to proceed on a class-wide basis. The Claimants filed a motion for class certification and SJI opposed the motion. On February 2, 2015, the arbitrator issued a Class Determination Award in which she certified for a class-wide hearing Claimants’ disparate impact declaratory and injunctive relief class claim under Title VII, with a class period of July 22, 2004 through date of trial for the Claimants’ compensation claims and December 7, 2004 through date of trial for Claimants’ promotion claims. The arbitrator otherwise denied Claimants’ motion to certify a disparate treatment class alleged under Title VII, denied a disparate impact monetary damages class alleged under Title VII, and denied an opt-out monetary damages class under the Equal Pay Act. On February 9, 2015, Claimants filed an Emergency Motion To Restrict Communications With The Certified Class And For Corrective Notice. SJI filed its opposition to Claimants’ emergency motion on February 17, 2015, and a hearing was held on February 18, 2015. Claimants’ motion was granted in part and denied in part in an order issued on March 16, 2015. Claimants filed a Motion for Reconsideration Regarding Title VII Claims for Disparate Treatment in Compensation on February 11, 2015, which SJI opposed. April 27, 2015, the arbitrator issued an order denying the Claimants’ Motion. SJI filed with the US District Court for the Southern District of New York a Motion to Vacate the Arbitrator’s Class Certification Award on March 3, 2015, which Claimants opposed. On November 16, 2015, the US District Court for the Southern
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District of New York granted SJI’s Motion to Vacate the Arbitrator’s Class Certification Award in part and denied it in part. On December 3, 2015, SJI filed with the United States Court of Appeals for the Second Circuit SJI’s Notice of Appeal of the District Court’s November 16, 2015 Opinion and Order. On November 25, 2015, SJI filed a Motion to Stay the AAA Proceedings while SJI appealed the decision of the US District Court for the Southern District of New York to the United States Court of Appeals for the Second Circuit, which Claimants opposed. The arbitrator issued an order denying SJI’s Motion to Stay on February 22, 2016. SJI filed its Brief and Special Appendix with the Second Circuit on March 16, 2016. The matter was fully briefed, and oral argument was heard by the U.S. Court of Appeals for the Second Circuit on November 2, 2016. On April 6, 2015, Claimants filed in the AAA Claimants’ Motion for Clarification or in the Alternative Motion for Stay of the Effect of the Class Certification Award as to the Individual Intentional Discrimination Claims, which SJI opposed. On June 15, 2015, the arbitrator granted the Claimants’ motion. On March 6, 2017, Claimants filed Claimants’ Motion for Conditional Certification of Claimants’ Equal Pay Act Claims and Authorization of Notice, which SJI opposed The arbitrator heard oral argument on Claimants’ Motion on December 18, 2015 and, on February 29, 2016, issued an Equal Pay Act Collective Action Conditional Certification Award and Order Re Claimants’ Motion For Tolling Of EPA Limitations Period, conditionally certifying Claimants’ Equal Pay Act claims as a collective action, and tolling the statute of limitations on EPA claims to October 16, 2003 to ninety days after notice issued to the putative members of the collective action. SJI filed in the AAA a Motion To Stay Arbitration Pending The District Court’s Consideration Of Respondent’s Motion To Vacate Arbitrator’s Equal Pay Act Collective Action Conditional Certification Award And Order Re Claimants’ Motion For Tolling Of EPA Limitations Period on March 10, 2016. SJI filed in the AAA a Renewed Motion To Stay Arbitration Pending The District Court’s Resolution Of Sterling’s Motion To Vacate Arbitrator’s Equal Pay Act Collective Action Conditional Certification Award And Order Re Claimants’ Motion For Tolling Of EPA Limitations Period on March 31, 2016, which Claimants opposed. On April 5, 2016, the arbitrator denied SJI’s Motion. On March 23, 2016 SJI filed with the US District Court for the Southern District of New York a Motion To Vacate The Arbitrator’s Equal Pay Act Collective Action Conditional Certification Award And Order Re Claimants’ Motion For Tolling Of EPA Limitations Period, which Claimants opposed. SJI’s Motion was denied on May 22, 2016. On May 31, 2016, SJI filed a Notice Of Appeal of Judge Rakoff’s opinion and order to the Second Circuit Court of Appeals, which Claimant’s opposed. On June 1, 2017, the Second Circuit Court of Appeals dismissed SJI’s appeal for lack of appellate jurisdiction. Claimants filed a Motion For Amended Class Determination Award on November 18, 2015, and on March 31, 2016 the arbitrator entered an order amending the Title VII class certification award to preclude class members from requesting exclusion from the injunctive and declaratory relief class certified in the arbitration. The arbitrator issued a Bifurcated Case Management Plan on April 5, 2016 and ordered into effect the parties’ Stipulation Regarding Notice Of Equal Pay Act Collective Action And Related Notice Administrative Procedures on April 7, 2016. SJI filed in the AAA a Motion For Protective Order on May 2, 2016, which Claimants opposed. The matter was fully briefed, and oral argument was heard on July 22, 2016. The motion was granted in part on January 27, 2017. Notice to EPA collective action members was issued on May 3, 2016, and the opt-in period for these notice recipients closed on August 1, 2016. Approximately 10,314 current and former employees submitted consent forms to opt in to the collective action; however, some have withdrawn their consents. The number of valid consents is disputed and yet to be determined. SJI believes the number of valid consents to be approximately 9,124. On July 24, 2017, the United States Court of Appeals for the Second Circuit issued its unanimous Summary Order that held that the absent class members “never consented” to the Arbitrator determining the permissibility of class arbitration under the agreements, and remanded the matter to the District Court to determine whether the Arbitrator exceeded her authority by certifying the Title VII class that contained absent class members who had not opted in the litigation. On August 7, 2017, SJI filed its Renewed Motion to Vacate the Class Determination Award relative to absent class members with the District Court. The matter was fully briefed, and an oral argument was heard on October 16, 2017. On November 10, 2017, SJI filed in the arbitration motions for summary judgment, and for decertification, of Claimants’ Equal Pay Act and Title VII promotions claims. On January 30, 2018, oral argument on SJI’s motions was heard. On January 26, 2018, SJI filed in the arbitration a Motion to Vacate The Equal Pay Act Collective Action Award And Tolling Order asserting that the Arbitrator exceeded her authority by conditionally certifying the Equal Pay Act claim and allowing the absent claimants to opt-in the litigation. On March 12, 2018, the Arbitrator denied SJI’s Motion to Vacate The Equal Pay Act Collective Action Award and Tolling Order. SJI still has a pending motion seeking decertification of the EPA Collective Action before the Arbitrator. On March 19, 2018, the Arbitrator issued an Order partially granting SJI’s Motion to Amend the Arbitrator’s November 2, 2017, Bifurcated Seventh Amended Case Management Plan resulting in a continuance of the May 14, 2018 trial date. A new trial date has not been set. On January 15, 2018, District Court granted SJI’s August 17, 2017 Renewed Motion to Vacate the Class Determination Award finding that the Arbitrator exceeded her authority by binding non-parties (absent class members) to the Title VII claim. The District Court further held that the RESOLVE Agreement does not permit class action procedures, thereby, reducing the Claimants in the Title VII matter from 70,000 to potentially 254. Claimants disputed that the number of claimants in the Title VII is 254. On January 18, 2018, the Claimants filed a Notice of Appeal with the United States Court of Appeals for the Second Circuit. The appeal was fully briefed and oral argument before the Second Circuit occurred on May 7, 2018. On May 17, 2019, SJI submitted a Rule 28(j) letter to the Second Circuit addressing the effects of the Supreme Court’s ruling in Lamps Plus, Inc. v. Varela, No. 17-988 (S. Ct. Apr. 24, 2019), on the pending appeal. The Second Circuit then issued an order directing the parties to submit additional arguments on that issue, which were submitted. On November 18, 2019 the Second Circuit issued an order reversing and remanding the District Court’s January 15, 2018 Order that vacated the Arbitrator’s Class Determination Award certifying for declaratory and injunctive relief a Title VII pay and promotions class of female retail sales employees. The Second Circuit held that the District Court erred when it concluded that the Arbitrator exceeded her authority in purporting to bind absent class members to the Class Determination Award. The Second Circuit remanded the case to the District Court to decide the
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narrower question of whether the Arbitrator erred in certifying an opt-out, as opposed to a mandatory, class for declaratory and injunctive relief. On December 2, 2019, SJI filed a petition for a hearing en banc with the United States Court of Appeals for the Second Circuit. On January 15, 2020, SJI filed a Rule 28(j) letter in the Second Circuit. On that same day the Second Circuit denied the petition for rehearing en banc. On January 21, 2020, Sterling filed its motion for stay of mandate with the Second Circuit pending the filing of a petition for writ of certiorari with the U.S. Supreme Court. On January 22, 2020, the Second Circuit granted Sterling’s motion for stay of mandate. SJI’s petition for a writ of certiorari from the U.S. Supreme Court was denied on October 5, 2020. On January 27, 2021 the District Court ordered the case remanded to the AAA for further proceedings in arbitration.
SJI denies the allegations of the Claimants and has been defending the case vigorously. At this point, no outcome or possible loss or range of losses, if any, arising from the litigation is able to be determined or estimated.
As previously reported, on May 5, 2017, without any findings of liability or wrongdoing, SJI entered into a Consent Decree with the EEOC settling a previously disclosed lawsuit that alleged that SJI engaged in intentional and disparate impact gender discrimination with respect to pay and promotions of female retail store employees since January 1, 2003. On May 5, 2017 the U.S. District Court for the Western District of New York approved and entered the Consent Decree jointly proposed by the EEOC and SJI, resolving all of the EEOC’s claims against SJI in this litigation for various injunctive relief including but not limited to the appointment of an employment practices expert to review specific policies and practices, a compliance officer to be employed by SJI, as well as obligations relative to training, notices, reporting and record-keeping. The Consent Decree does not require an outside third-party monitor or require any monetary payment. The duration of the Consent Decree was three years and three months, expiring on August 4, 2020. On March 6, 2020, SJI and the EEOC filed their Joint Motion to Approve an Amendment to And Extension of the Term of the Consent Decree, which provides for a limited extension of a few aspects of the Consent Decree terms regarding SJI’s compensation practices, and incorporating its implementation of a new retail team member compensation program into the overall Consent Decree framework. This extension will enable SJI to implement changes to its retail team member compensation strategy and validate that the new program is consistent with the overall purposes of the Consent Decree. On March 11, 2020 the U.S. District Court for the Western District of New York granted the joint motion and entered the parties’ Amendment to And Extension of the Term of the Consent Decree. The term of the amended Consent Decree expires on November 4, 2021.
Shareholder Actions
As previously reported, in August 2016, 2 alleged Company shareholders each filed a putative class action complaint in the United States District Court for the Southern District of New York against8, 2022, the Company, andthrough its then-current Chief Executive Officer and current Chief Financial Officer (Nos. 16-cv-6728 and 16-cv-6861, the “S.D.N.Y. cases”). In 2017, three other Company shareholders each filed putative class action complaints (Nos. 17-cv-875, 17-cv-923, and 17-cv-9853) which were ultimately consolidated with the S.D.N.Y. cases under case number 16-cv-6728 (the “Consolidated Action”). The Consolidated Action was settled as further described below. The Consolidated Action alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, misrepresenting the Company’s business and earnings by making misleading statements about the Company’s credit portfolio and failing to disclose reports of sexual harassment allegations that were raised by claimants in an ongoing pay and promotion gender discrimination class arbitration.
On March 15, 2019, the lead plaintiff moved for appointment of a class representative and class counsel and for certification of a class period of August 29, 2013, through March 13, 2018. On July 10, 2019, the Court granted the motion and certified a class of all persons and entities who purchased or otherwise acquired Signet common stock from August 29, 2013 to May 25, 2017. The Court also appointed a class representative and class counsel.

On July 24, 2019, the defendants filed with the United States Court of Appeals for the Second Circuit a petition for permission to appeal the District Court’s class certification decision.

On March 16, 2020, the Company, all of the other defendant parties to the Consolidated Action, and the lead plaintiff entered intosubsidiary Sterling Jewelers Inc., reached a settlement agreement in the Consolidated Action. The settlement of $240 million provides for the dismissal of the Consolidated Actionon a collective class arbitration proceeding associated with prejudice. The settlement agreement also states that the Company and all the other defendants expressly deny any and all allegations of fault, liability, wrongdoing, or damages whatsoever, and that defendants are entering into the settlement solely to eliminate the uncertainty, burden, and expense of further protracted litigation.certain store-level employment practices. As a result of the settlement, the Company recorded a pre-tax charge of $33.2$187.9 million within other operating income (expense), net in the consolidated statements of operations during Fiscal 2023. This settlement charge included the payments to the class totaling approximately $175 million, as well as estimated employer payroll taxes, class administration fees and class counsel attorneys’ fees and costs. Based on the final assessment of employer payroll taxes due, the total settlement charge was reduced to approximately $185 million, which was fully funded by the Company in the first quarter of Fiscal 2024.
Other matters
In February 2023, the Company received an unfavorable ruling under a private arbitration involving a dispute with a vendor alleging breach of contract. As a result of this ruling, during the fourth quarter of Fiscal 2020 in other operating income (loss), which includes administration costs of $0.6 million and is recorded net of expected recoveries from2023, the Company’s insurance carriers of $207.4 million. As of February 1, 2020, the liability related to settlement and administration fees was recorded in other current liabilities, and the expected insurance recoveries are recorded in other current assets in the consolidated balance sheets. The settlement was fully funded in the second quarter of Fiscal 2021, and the Company contributed approximately $35 million of the $240 million settlement payment, net of insurance proceeds and including the impact of foreign currency. The Court granted final approval of the settlement on July 21, 2020.

In 2019, 4 actions were filed in the U.S. District Court for the Southern District of New York by investment funds that allegedly purchased the Company’s stock (Nos. 19-cv-2757, 19-cv-2758, 19-cv-9916 and 19-cv-9917), and name the Company and its current and former Chief Executive Officers and Chief Financial Officers as defendants. All four complaints allege violations of Sections 10(b), 18, and 20(a) of the Securities Exchange Act of 1934, and common law fraud largely based on the same allegations as the
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Consolidated Action.Soon thereafter the Court entered orders staying these actions until entry of final judgment in the Consolidated Action.

On June 27, 2020, the Company and plaintiffs in the four stayed actions above reached a settlement in principle, which was finalized on July 10, 2020 requiring the Opt-Out Plaintiffs to rejoin the Consolidated Action. The Company recorded a pre-tax charge of $7.5$15.9 million within other operating income (expense), net in the consolidated statements of expected insurance recovery, during Fiscal 2021 in anticipation of those 4 settlements. The final amount of the settlement and net charge are dependent upon the amount the Opt-Out Plaintiffs receive as part of the Consolidated Action and is not expected to be materially different than the amounts recorded. The initial portion of the settlement due to the Opt-Out Plaintiffs under the settlement agreementoperations. This was paid in August 2020.

Regulatory Matters
As previously reported, on January 16, 2019, Sterling Jewelers Inc., (“Sterling”), a wholly owned subsidiary of Company, without admitting or denying any of the allegations, findings of fact, or conclusions of law (except to establish jurisdiction), entered into a Consent Order with the Consumer Financial Protection Bureau (the "CFPB") and New York Attorney General (the “NY AG”) settling a previously disclosed investigation of certain in-store credit practices, promotions, and payment protection products (the "Consent Order"). Among other things, the Consent Order requires Sterling to (i) submit an accurate written compliance report to the CFPB; (ii) pay a $10,000,000 civil money penalty to the CFPB; (iii) pay a $1,000,000 civil money penalty to the NY AG: and (iv) maintain policies and procedures related to the issuance of credit cards, including with respect to credit applications, credit financing terms and conditions, and any related add-on products that are reasonably designed to ensure consumer knowledge or consent. All payments required by the Consent Order were made in February 2019. The Company has complied, and will continue to work to ensure compliance, with the Consent Order, which may result in us incurring additional costs.March 2023.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The directors review the effectiveness of Signet’s system of internal controls in the financial, operational, compliance and risk management areas.
Signet’s disclosure controls and procedures are designed to help ensure that processes and procedures for information management are in place at all levels of the business. The disclosure controls and procedures aim to provide reasonable assurance that any information disclosed by Signet in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The procedures are also designed to ensure that information is accumulated and communicated to management, including the Chief Executive Officer (principal executive officer) and Chief Financial, Strategy & Services Officer (principal financial officer), as appropriate to allow timely decisions to be made regarding required disclosure.
Based on their evaluation of Signet’s disclosure controls and procedures, as of January 30, 2021February 3, 2024 and in accordance with the requirements of Section 302 of the Sarbanes-Oxley Act of 2002, the Chief Executive Officer and Chief Financial, Strategy & Services Officer have concluded that the disclosure controls and procedures are effective and provide reasonable assurance that information regarding Signet is recorded, processed, summarized and reported and that the information is accumulated and communicated to management to allow timely decisions regarding required disclosure.
Management’s annual report on internal control over financial reporting
Signet’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management conducted an evaluation of internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management determined that Signet’s internal control over financial reporting was effective as of January 30, 2021.February 3, 2024.
OurThe Company’s independent registered public accountants,accounting firm, KPMG LLP, audited the Fiscal 2024 consolidated financial statements of Signet for Fiscal 2021 and havehas also audited the effectiveness of internal control over financial reporting as of January 30, 2021.February 3, 2024. An unqualified opinion has been issued thereon, the details of which are included within this Annual Report on Form 10-K.
Changes in internal control over financial reporting
There were no changes in internal control over financial reporting during the quarter ended January 30, 2021February 3, 2024 that have materially affected, or are reasonably likely to materially affect, Signet’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Executive Compensation ActionsRule 10b5-1 Trading Arrangements

The information set forth below is included herein forDuring the purposefourth quarter of providing disclosure under “Item 5.02 - Departure of DirectorsFiscal 2024, no director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.

On March 16, 2021, the Human Capital Management and Compensation Committee (the “Committee”)officer of the BoardCompany, as defined in Rule 16a-1(f), adopted, modified, or terminated a Rule 10b5-1 Trading Arrangement or non-Rule10b5-1 Trading Arrangement (as each term is defined in Item 408(a) of Directors of Signet Jewelers Limited (the “Company”) approved certain compensation adjustments, effective March 21, 2021, for Ms. Virginia C. Drosos, the Company’s Chief Executive Officer, Ms. Joan M. Hilson, the Company’s Chief Financial and Strategy Officer, and Ms. Jamie Singleton, the Company’s President – Kay, Zales and Peoples, each a named executive officer in the Company’s 2020 Proxy Statement, filed with the Securities and Exchange Commission on May 1, 2020 (collectively, the “NEOs”)Regulation S-K). The compensation adjustments are intended to recognize the NEOs’ contributions to the business and promote long-term alignment by increasing the long-term incentive (“LTI”) weighting, while compensating them within the median range of the Company’s peers for equivalent executive positions. As a result of such approvals, Ms. Drosos’s target value for her LTI equity award under the Company’s 2018 Omnibus Incentive Plan (as amended to the date hereto, the “Plan”) will increase by $1.25 million to $7.5 million. No other changes were made to Ms. Drosos’s compensation. In addition, as a result of the approvals, the base salaries of Ms. Hilson and Ms. Singleton increased by $75,000 to $850,000 and $825,000, respectively, and the target value for their LTI equity awards increased from 175% to 225% of their respective base salaries.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by Item 10 of this Part III concerning directors, executive officers and corporate governance may be found under the captions “Election“Proposal 1: Election of Directors”, “Board“Corporate Governance Guidelines and Code of DirectorsConduct and Corporate Governance”Ethics”, “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” (to the extent reported) in our definitive proxy statement for our 20212024 Annual Meeting of Shareholders (the “2021“2024 Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year. Such information is incorporated herein by reference.
The Company has a policy on business integrity, as well as more detailed guidance and regulations as part of its staff orientation, training and operational procedures. These policies include the Code of Conduct, which is applicable to all Directors, officers and employees as required by NYSE listing rules, and the Code of Ethics for Senior Officers, which applies to the Chairman, CEO, Directors and other senior officers. Copies of these codes are available on request from the Corporate Secretary and may be downloaded from www.signetjewelers.com/ethics.investors/corporate-governance/documents-and-charters. The Company intends to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics for Senior Officers for the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, by posting such information on its website.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation may be found under the captions “Executive Compensation” and “Director Compensation,”Compensation” in the 20212024 Proxy Statement. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in the 20212024 Proxy Statement set forth under the captions “Ownership of the Company” and “Equity Compensation Plan Information” is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information in the 20212024 Proxy Statement set forth under the captions “Proposal 1: Election of Directors”, “Board of DirectorsLeadership Structure and Corporate Governance,”Composition”, “Board Committees” and “Transactions with Related Parties” is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES
The Company’s independent registered public accounting firm is KPMG LLP, Cleveland, Ohio, USA and with a PCAOB Firm ID Number of 185.
The information in the 20212024 Proxy Statement set forth under the caption “Proposal 2: Appointment of Independent Auditor”Auditor and Authorization of the Audit Committee to Determine its Compensation” is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PAGE
(a) (1) The following consolidated financial statements are included in Item 8:

(a) (2) All schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted or are contained in the applicable financial statements or the notes thereto.
(2)
(a) (3) The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
NumberDescription of Exhibits
2.12.1#
2.2#
3.1
3.2
4.1*4.1
4.2
4.3
4.4
4.5
4.6
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4.7
10.110.1#
10.2#
113

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10.210.3#
10.4#
10.3
10.4
10.5†
10.6†
10.7†
10.8†
10.9†
10.10†
10.11†
10.12†10.6†
10.13†
10.14†
10.15†10.7†
10.16†*10.8†
10.17†
10.18†10.9†
10.19†*10.10†
10.20†10.11†
10.21†10.12†
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10.22†10.13†
10.14†
10.23†10.15†
10.24†10.16†
10.2510.17
10.2610.18
108

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10.2710.19
10.2810.20
10.29
10.30


10.3110.21
10.32†
10.33†10.22
10.23
10.24†
10.25†
10.26†
10.27†
21.1*
22.1*
23.1*
31.1*
31.2*
32.1*
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32.2*
109

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97.1*
101.INS*XBRL Instance Document.
101.SCH*XBRL Taxonomy Extension Schema Document.
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
Management contract or compensatory plan or arrangement.
#Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signet Jewelers Limited
Date:March 18, 202120, 2024By:/s/ Joan M. Hilson
Name:Joan M. Hilson
Title:Chief Financial, Strategy & Services Officer
(Principal Financial Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated,and on the date set forth below.dates indicated.
DateSignatureTitle
March 18, 202120, 2024By:/s/ Virginia C. DrososChief Executive Officer and Director (Principal Executive Officer and Director)Officer)
Virginia C. Drosos
March 18, 202120, 2024By:/s/ Joan M. HilsonChief Financial, Strategy & Services Officer (Principal Financial Officer)
Joan M. Hilson
March 18, 202120, 2024By:/s/ Vincent N. CiccoliniSenior Vice President ControllerFinance & Chief Accounting Officer (Principal Accounting Officer)
Vincent N. Ciccolini
March 18, 202120, 2024By:/s/ H. Todd StitzerChairman of the Board
H. Todd Stitzer
March 18, 202120, 2024By:/s/ André V. BranchDirector
André V. Branch
March 18, 202120, 2024By:/s/ Sandra B. CochranDirector
Sandra B. Cochran
March 20, 2024By:/s/ R. Mark GrafDirector
R. Mark Graf
March 18, 202120, 2024By:/s/ Zackery A. HicksDirector
Zackery A. Hicks
March 18, 202120, 2024By:/s/ Helen E. McCluskeyDirector
Helen E. McCluskey
March 18, 202120, 2024By:/s/ Sharon L. McCollamDirector
Sharon L. McCollam
March 18, 202120, 2024By:/s/ Nancy A. ReardonDirector
Nancy A. Reardon
March 18, 202120, 2024By:/s/ Jonathan SeifferDirector
Jonathan Seiffer
March 18, 202120, 2024By:/s/ Brian TilzerDirector
Brian Tilzer
March 18, 202120, 2024By:/s/ Eugenia M. UlasewiczDirector
Eugenia M. Ulasewicz
March 18, 202120, 2024By:/s/ Dontá L. WilsonDirector
Dontá L. Wilson
118112