SIG Signet Jewelers Ltd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 11/24/2015

SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)

Commission File Number: 1-32349

Clarendon House
2 Church Street
Hamilton
HM11
Bermuda
(Address of principal executive offices, including zip code)

441 296 5872
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition

On November 24, 2015, the Registrant issued a press release announcing its unaudited earnings and results of operations for the third quarter ended October 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

Signet Jewelers Reports Third Quarter Financial Results

Same Store Sales up 3.3%; EPS $0.19; Adjusted EPS $0.33, up 57.1%

HAMILTON, Bermuda--(BUSINESS WIRE)--November 24, 2015--Signet Jewelers Limited (“Signet”) (NYSE and LSE:SIG), the world's largest retailer of diamond jewelry, today announced its results for the 13 weeks ended October 31, 2015 (“third quarter Fiscal 2016”).

“Signet delivered another quarter of continued growth, highlighted by a same store sales increase of 3.3% and adjusted earnings per share growth of 57.1%," commented Mark Light, Chief Executive Officer of Signet Jewelers. "We are pleased to report strong sales growth in line with our third quarter guidance. We also delivered excellent earnings growth, although earnings were affected by a modest margin impact due to a sales mix shift from Jared to Kay."

Light added, "We are currently experiencing an encouraging start to November particularly at Jared and Zales. The implementation of store operations initiatives in the third quarter combined with significant investment in our recently launched innovative merchandising and marketing programs have positioned Signet for a strong fourth quarter.

"The integration of Zale continues to go well, and we remain confident we will deliver $30 million to $35 million in net synergies this fiscal year. We remain committed to maintaining profitable growth while balancing investment back into the business with shareholder return.

“I want to thank all Signet team members for their contributions to our results and for their hard work in preparing for fourth quarter.”

Third Quarter Fiscal 2016 Diluted Earnings per Share (“EPS”) Analysis:

Third quarter EPS was $0.19. Third quarter Adjusted EPS was $0.33. Adjusted EPS can be reconciled to EPS as follows:

Financial Guidance:

Capital expenditures will be driven primarily by new Kay and Jared stores, store remodels, and information technology directed principally to the Zale division. The reduction from previous guidance is due principally to timing around remodels, information technology, and facilities.

Third quarter Fiscal 2016 Sales Highlights:

Total sales were $1,216.4 million, up $38.5 million or 3.3%, compared to $1,177.9 million in the 13 weeks ended November 1, 2014 ("third quarter Fiscal 2015"). Same store sales also increased 3.3% compared to an increase of 4.2% in the third quarter Fiscal 2015 driven primarily by branded bridal sales across all store banners as well as higher sales overall in the Kay Jewelers brand. eCommerce sales in the third quarter were $50.5 million, up $5.7 million or 12.7% compared to $44.8 million in the third quarter Fiscal 2015.

• Sterling Jewelers division sales increases were driven by Kay [+7.1%] and partially offset by a same store sales decline in Jared [-2.7%]. Branded bridal and select diamond jewelry performed well across store banners. The average transaction price increased 3.0% and the number of transactions decreased 0.7%.
• Zale division sales increases were driven by branded bridal collections and Piercing Pagoda. The average transaction price increased 1.0% and the number of transactions increased 1.0%. Piercing Pagoda's average transaction price increased 11.6%, while the number of transactions remained flat. Zale Jewelry's average transaction price decreased 1.9%, while the number of transactions increased 2.9%.
• UK Jewelry division total sales decreases were driven entirely by foreign currency exchange rates. The increase in same store sales and total sales at constant exchange rates was driven primarily by strong results in diamond jewelry and watches. The average transaction price and number of transactions for the division increased by 3.4% and 2.3%, respectively.

Third quarter Fiscal 2016 Financial Highlights:

Gross margin was $367.7 million or 30.2% of sales compared to $345.9 million or 29.4% of sales in the third quarter Fiscal 2015. In the third quarter Fiscal 2016, adjusted gross margin was $373.8 million or 30.6% of adjusted sales compared to the prior year adjusted gross margin rate of 30.6%. The flat adjusted gross margin rate was unfavorably impacted by the credit mix resulting from softer sales at Jared compared to Kay. As Jared typically has higher credit quality customers than Kay, this led to greater net bad debt expense. This mix shift unfavorably impacted gross margin by approximately $4.5 million. Importantly, the credit portfolio continues perform profitably and as-expected given the new customer mix. The net bad debt impact was entirely offset by gross margin synergies, related mostly to the Zale division, as well as favorable commodity costs.

• Gross margin dollars in the Sterling Jewelers division increased $7.3 million compared to prior year third quarter. The gross margin rate, down 90 basis points, decreased principally due to higher net bad debt from higher in-house credit sales and customer credit mix. This was partially offset by an improvement in the merchandise margin from favorable commodity costs.
• Gross margin dollars in the Zale division increased $1.9 million compared to prior year third quarter, reflecting higher sales and an adjusted gross margin rate increase of 120 basis points. The gross margin rate expansion was driven principally by improved merchandise margin attributed to synergy initiatives and favorable commodity costs.
• Gross margin dollars in the UK Jewelry division increased $0.6 million compared to prior year third quarter, and the gross margin rate increased 70 basis points. The gross margin rate expansion was driven principally by favorable commodity costs and leverage on store occupancy.

Selling, general, and administrative expense ("SGA") was $395.0 million or 32.4% of sales compared to $388.7 million or 33.0% of sales in third quarter Fiscal 2015. Included in SGA are $7.4 million of transaction-related expense and purchase accounting adjustments compared to prior year third quarter expense of $7.0 million.

• Third quarter Fiscal 2016 adjusted SGA was $387.6 million or 31.7% of sales compared to $381.7 million or 32.1% in the prior year. The 40 basis point decrease was due to lower payroll partially offset by incremental investments in Zale principally around advertising, information technology support, and employee benefits.

Other operating income was $60.9 million compared to $53.5 million in the prior year third quarter, up $7.4 million or 13.8%. This increase was due to the Sterling division’s higher interest income earned from higher outstanding receivable balances.

Operating income was $33.6 million, or 2.8% of sales compared to $10.7 million or 0.9% of sales last year. Included in operating income were purchase accounting and transaction-related adjustments which reduced operating income by $13.5 million in the third quarter compared to adjustments of $25.0 in the prior year third quarter. Adjusted operating income was $47.1 million, or 3.9% of sales compared to adjusted operating income of $35.7 million or 3.0% of sales in the prior year third quarter. Signet's 90 basis point increase in adjusted operating margin was due principally to higher sales, net synergies, and SGA leverage.

• Operating income in the Sterling Jewelers division was $77.2 million or 10.5% of sales compared to $68.1 million or 9.8% in the prior year third quarter. The increase was offset in part by the unfavorable credit quality mix shift which seasonally has a more pronounced impact in the relatively lower-volume third quarter.
• Operating loss in the Zale division, inclusive of purchase accounting adjustments, was $24.3 million or 7.4% of sales compared to an operating loss of $34.5 million or 10.4% in the prior year third quarter.
• Operating income in the UK division was $0.0 million of sales compared to an operating loss of $2.7 million or 1.8% of sales in the prior year third quarter.
• Operating loss of the Other operating segment, which includes unallocated corporate administrative costs and the costs of Signet's diamond sourcing initiative, was $19.3 million compared to a loss of $20.2 million in the prior year third quarter. The favorable change was driven by the decline of transaction costs as the Zale acquisition becomes more fully integrated.

Income tax expense was $6.9 million compared to a benefit of $0.6 million in the prior year third quarter. This year's annual effective tax rate is expected to be 28% to 29% driven by pre-tax earnings mix by jurisdiction and the $34.2 million appraisal rights legal settlement in August which is not deductible for tax purposes.

Balance Sheet and Other Highlights at October 31, 2015:

Cash and cash equivalents were $77.2 million compared to $87.6 million as of November 1, 2014. The lower cash position was primarily due to the cash payment of the appraisal litigation settlement and share repurchases, partially offset by favorable cash provided by operating activities.

During the third quarter, Signet repurchased $30.0 million of shares, or 239,370 shares at an average cost of $125.33 per share. Year to date Signet repurchased $111.9 million of shares, or 868,325 shares at an average cost of $128.91 per share. As of October 31, 2015, there was $153.7 million remaining under Signet’s 2013 share repurchase authorization program.

Net accounts receivable were $1,451.5 million, up 12.3% compared to $1,292.1 million as of November 1, 2014. In the Sterling Jewelers division the credit participation rate was 63.0% in the 39 weeks ended October 31, 2015 compared to 61.7% in the 39 weeks ended November 1, 2014. The increase in the credit participation rate was driven by Kay.

Net inventories were $2,727.0 million, up 2.0% compared to $2,674.6 million as of the prior year period due primarily to more stores offset in part by improved inventory management. With third quarter total sales growth of 3.3%, Signet was well-positioned with a clean inventory position to start the fourth quarter.

Long term debt was $1,338.7 million compared to $1,371.3 million in the prior year period.

On October 31, 2015, Signet had 3,618 stores, consisting of the following:

Conference Call:

A conference call is scheduled today at 8:30 a.m. ET and a simultaneous audio webcast and slide presentation are available at www.signetjewelers.com. The slides are available to be downloaded from the website ahead of the conference call. The call details are:

A replay and transcript of the call will be posted on Signet's website as soon as they are available and will be accessible for one year.

About Signet and Safe Harbor Statement:

Signet Jewelers Limited is the world's largest retailer of diamond jewelry. Signet operates approximately 3,600 stores primarily under the name brands of Kay Jewelers, Zales, Jared The Galleria Of Jewelry, H.Samuel, Ernest Jones, Peoples and Piercing Pagoda. Further information on Signet is available at www.signetjewelers.com. See also www.kay.com, www.zales.com, www.jared.com, www.hsamuel.co.uk, www.ernestjones.co.uk, www.peoplesjewellers.com and www.pagoda.com.

This release contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, based upon management's beliefs and expectations as well as on assumptions made by and data currently available to management, include statements regarding, among other things, Signet's results of operation, financial condition, liquidity, prospects, growth, strategies and the industry in which Signet operates. The use of the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "forecast," "objective," "plan," or "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, including but not limited to general economic conditions, risks relating to Signet being a Bermuda corporation, the merchandising, pricing and inventory policies followed by Signet, the reputation of Signet and its brands, the level of competition in the jewelry sector, the cost and availability of diamonds, gold and other precious metals, regulations relating to customer credit, seasonality of Signet's business, financial market risks, deterioration in customers’ financial condition, exchange rate fluctuations, changes in Signet's credit rating, changes in consumer attitudes regarding jewelry, management of social, ethical and environmental risks, security breaches and other disruptions to Signet's information technology infrastructure and databases, inadequacy in and disruptions to internal controls and systems, changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions, the impact of the acquisition of Zale Corporation on relationships, including with employees, suppliers, customers and competitors, and our ability to successfully integrate Zale's operations and to realize synergies from the transaction.

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 of Signet's Fiscal 2015 Annual Report on Form 10-K filed with the SEC on March 26, 2015. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Signet uses adjusted metrics, which adjust for purchase accounting and transaction costs related to the acquisition to give investors information as to Signet’s results without regard to the expenses associated with the acquisition.

CONTACT:
Signet Jewelers
Investors:
James Grant, +1 (330) 668-5412
VP Investor Relations
or
Media:
Signet Jewelers
David Bouffard, +1 (330) 668-5369
VP Corporate Affairs