10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended October 30, 2021 or

☐ 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)

Bermuda	Not Applicable
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

(441) 296 5872

(Address and telephone number including area code of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Shares of $0.18 each	SIG	The New York Stock Exchange

Indicate by check mark whether the Registrant (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   x     No   o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes   x     No   o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o 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. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐     No   x

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Common Shares, $0.18 par value, 52,623,317 shares as of November 26, 2021

SIGNET JEWELERS LIMITED

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations		3
	Condensed Consolidated Statements of Comprehensive Income (Loss)		4
	Condensed Consolidated Balance Sheets		5
	Condensed Consolidated Statements of Cash Flows		6
	Condensed Consolidated Statements of Shareholders’ Equity		7
	Notes to the Condensed Consolidated Financial Statements		8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		51
ITEM 4.	Controls and Procedures		51
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings		52
ITEM 1A.	Risk Factors		52
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		55
ITEM 6.	Exhibits		55

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020		Notes
Sales	$	1,537.8	$	1,300.3	$	5,014.7	$	3,040.4	3
Cost of sales	(962.2)		(863.8)		(3,043.1)		(2,176.0)
Restructuring charges - cost of sales	—		(2.0)		—		(1.4)		5
Gross margin	575.6		434.5		1,971.6		863.0
Selling, general and administrative expenses	(470.5)		(389.3)		(1,485.1)		(1,013.6)
Restructuring charges	1.7		(3.6)		3.3		(45.2)		5
Asset impairments, net	(0.7)		(1.5)		(2.0)		(158.1)		14
Other operating income, net	0.8		(0.4)		13.2		4.3
Operating income (loss)	106.9		39.7		501.0		(349.6)		4
Interest expense, net	(4.1)		(9.1)		(12.4)		(25.6)
Other non-operating expense, net	(1.1)		—		(0.9)		0.3
Income (loss) before income taxes	101.7		30.6		487.7		(374.9)
Income taxes	(9.1)		(21.3)		(32.1)		105.4		10
Net income (loss)	$	92.6	$	9.3	$	455.6	$	(269.5)
Dividends on redeemable convertible preferred shares	(8.7)		(8.4)		(25.9)		(24.9)		7
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Earnings (loss) per common share:
Basic	$	1.59	$	0.02	$	8.17	$	(5.67)	8
Diluted	$	1.45	$	0.02	$	7.27	$	(5.67)	8
Weighted average common shares outstanding:
Basic	52.9		52.1		52.6		51.9		8
Diluted	63.7		53.4		62.7		51.9		8

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	13 weeks ended
	October 30, 2021						October 31, 2020
(in millions)	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss)					$	92.6					$	9.3
Other comprehensive income (loss):
Foreign currency translation adjustments	(4.3)		—		(4.3)		(2.8)		—		(2.8)
Available-for-sale securities:
Unrealized gain (loss)	(0.1)		—		(0.1)		(0.1)		—		(0.1)
Cash flow hedges:
Unrealized gain (loss)	0.4		—		0.4		—		—		—
Reclassification adjustment for losses (gains) to earnings	0.1		—		0.1		(1.8)		(0.1)		(1.9)
Pension plan:
Actuarial loss	(72.9)		14.0		(58.9)		—		—		—
Reclassification adjustment for amortization of actuarial losses to earnings	1.0		(0.2)		0.8		0.1		—		0.1
Reclassification adjustment for amortization of net prior service costs to earnings	—		—		—		0.4		(0.1)		0.3
Total other comprehensive income (loss)	$	(75.8)	$	13.8	$	(62.0)	$	(4.2)	$	(0.2)	$	(4.4)
Total comprehensive income (loss)					$	30.6					$	4.9
	39 weeks ended
	October 30, 2021						October 31, 2020
(in millions)	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss)					$	455.6					$	(269.5)
Other comprehensive income (loss):
Foreign currency translation adjustments	3.1		—		3.1		(11.1)		—		(11.1)
Available-for-sale securities:
Unrealized gain (loss)	(0.2)		—		(0.2)		0.3		—		0.3
Cash flow hedges:
Unrealized gain (loss)	0.2		—		0.2		0.2		—		0.2
Reclassification adjustment for losses (gains) to earnings	0.6		(0.1)		0.5		(13.4)		2.6		(10.8)
Pension plan:
Actuarial loss	(72.9)		14.0		(58.9)		—		—		—
Reclassification adjustment for amortization of actuarial losses to earnings	1.4		(0.3)		1.1		0.2		—		0.2
Reclassification adjustment for amortization of net prior service costs to earnings	0.1		—		0.1		0.7		(0.1)		0.6
Total other comprehensive income (loss)	$	(67.7)	$	13.6	$	(54.1)	$	(23.1)	$	2.5	$	(20.6)
Total comprehensive income (loss)					$	401.5					$	(290.1)

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except par value per share amount)	October 30, 2021		January 30, 2021		October 31, 2020		Notes
Assets
Current assets:
Cash and cash equivalents	$	1,516.9	$	1,172.5	$	1,332.6
Accounts receivable, net	19.3		88.7		58.3		12
Other current assets	194.9		236.6		228.6
Income taxes	115.4		51.7		111.1
Inventories	2,148.3		2,032.5		2,174.0		13
Total current assets	3,994.8		3,582.0		3,904.6
Non-current assets:
Property, plant and equipment, net of accumulated depreciation and amortization of $1,275.1, $1,198.1 and $1,167.7, respectively	513.2		605.5		612.6
Operating lease right-of-use assets	1,195.3		1,362.2		1,395.4		15
Goodwill	245.0		238.0		238.0		16
Intangible assets, net	189.2		179.0		178.8		16
Other assets	215.0		195.8		189.5
Deferred tax assets	35.0		16.4		13.6
Total assets	$	6,387.5	$	6,178.9	$	6,532.5
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Current liabilities:
Loans and overdrafts	$	0.3	$	—	$	3.6	19
Accounts payable	868.2		812.6		558.4
Accrued expenses and other current liabilities	469.2		494.1		500.0
Deferred revenue	307.0		288.7		258.5		3
Operating lease liabilities	304.4		377.3		379.0		15
Income taxes	22.7		26.0		32.0
Total current liabilities	1,971.8		1,998.7		1,731.5
Non-current liabilities:
Long-term debt	147.0		146.7		1,036.2		19
Operating lease liabilities	994.0		1,147.3		1,190.3		15
Other liabilities	129.1		111.1		97.3
Deferred revenue	813.2		783.3		764.3		3
Deferred tax liabilities	146.1		159.2		163.1
Total liabilities	4,201.2		4,346.3		4,982.7
Commitments and contingencies							22
Series A redeemable convertible preferred shares of $.01 par value: authorized 500 shares, 0.625 shares outstanding (January 30, 2021 and October 31, 2020: 0.625 shares outstanding)	651.7		642.3		633.9		6
Shareholders’ equity:
Common shares of $.18 par value: authorized 500 shares, 52.6 shares outstanding (January 30, 2021 and October 31, 2020: 52.3 outstanding)	12.6		12.6		12.6
Additional paid-in capital	271.8		258.8		254.1
Other reserves	0.4		0.4		0.4
Treasury shares at cost: 17.4 shares (January 30, 2021 and October 31, 2020: 17.7 shares)	(986.3)		(980.2)		(980.4)
Retained earnings	2,580.7		2,189.2		1,943.6
Accumulated other comprehensive loss	(344.6)		(290.5)		(314.4)		9
Total shareholders’ equity	1,534.6		1,190.3		915.9
Total liabilities, redeemable convertible preferred shares and shareholders’ equity	$	6,387.5	$	6,178.9	$	6,532.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	39 weeks ended
(in millions)	October 30, 2021		October 31, 2020
Cash flows from operating activities
Net income (loss)	$	455.6	$	(269.5)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	122.9		130.3
Amortization of unfavorable contracts	(2.9)		(4.1)
Share-based compensation	36.4		9.6
Deferred taxation	(20.1)		149.1
Asset impairments, net	2.0		158.1
Restructuring charges	—		13.2
Other non-cash movements	2.0		1.7
Changes in operating assets and liabilities, net of acquisition:
Decrease (increase) in accounts receivable	13.0		(19.9)
Proceeds from sale of in-house finance receivables	81.3		—
(Increase) decrease in other assets and other receivables	(12.9)		188.2
(Increase) decrease in inventories	(112.1)		151.1
Increase in accounts payable	36.8		325.2
Decrease in accrued expenses and other liabilities	(25.6)		(192.5)
Change in operating lease assets and liabilities	(59.9)		43.9
Increase in deferred revenue	47.1		25.2
Change in income tax receivable and payable	(67.3)		(99.7)
Pension plan contributions	(12.4)		(3.2)
Net cash provided by operating activities	483.9		606.7
Investing activities
Purchase of property, plant and equipment	(50.5)		(41.1)
Purchase of available-for-sale securities	(1.0)		—
Proceeds from sale of available-for-sale securities	3.1		3.4
Acquisition of Rocksbox Inc., net of cash acquired	(14.6)		—
Net cash used in investing activities	(63.0)		(37.7)
Financing activities
Dividends paid on common shares	(9.5)		(19.3)
Dividends paid on redeemable convertible preferred shares	(16.4)		(7.8)
Repurchase of common shares	(41.1)		—
Proceeds from revolving credit facilities	—		900.0
Repayments of revolving credit facilities	—		(380.0)
Payment of debt issuance costs	(3.9)		—
Increase (decrease) of bank overdrafts	0.3		(84.2)
Other financing activities	(7.5)		(13.6)
Net cash (used in) provided by financing activities	(78.1)		395.1
Cash and cash equivalents at beginning of period	1,172.5		374.5
Increase in cash and cash equivalents	342.8		964.1
Effect of exchange rate changes on cash and cash equivalents	1.6		(6.0)
Cash and cash equivalents at end of period	$	1,516.9	$	1,332.6

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(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	—		—		—		—		138.4		—		138.4
Other comprehensive income	—		—		—		—		—		6.9		6.9
Dividends declared:
Preferred shares, $13.14/share	—		—		—		—		(8.6)		—		(8.6)
Net settlement of equity-based awards	—		(14.6)		—		15.0		(14.8)		—		(14.4)
Share-based compensation expense	—		8.0		—		—		—		—		8.0
Balance at May 1, 2021	$	12.6	$	252.2	$	0.4	$	(965.2)	$	2,304.2	$	(283.6)	$	1,320.6
Net income	—		—		—		—		224.6		—		224.6
Other comprehensive income	—		—		—		—		—		1.0		1.0
Dividends declared:
Common shares, $0.18/share	—		—		—		—		(9.5)		—		(9.5)
Preferred shares, $13.14/share	—		—		—		—		(8.6)		—		(8.6)
Net settlement of equity based awards	—		(2.9)		—		14.2		(1.4)		—		9.9
Share-based compensation expense	—		17.5		—		—		—		—		17.5
Balance at July 31, 2021	$	12.6	$	266.8	$	0.4	$	(951.0)	$	2,509.3	$	(282.6)	$	1,555.5
Net income	—		—		—		—		92.6		—		92.6
Other comprehensive loss	—		—		—		—		—		(62.0)		(62.0)
Dividends declared:
Common shares, $0.18/share	—		—		—		—		(9.5)		—		(9.5)
Preferred shares, $13.14/share	—		—		—		—		(8.7)		—		(8.7)
Repurchase of common shares	—		—		—		(41.1)		—		—		(41.1)
Net settlement of equity based awards	—		(5.9)		—		5.8		(3.0)		—		(3.1)
Share-based compensation expense	—		10.9		—		—		—		—		10.9
Balance at October 30, 2021	$	12.6	$	271.8	$	0.4	$	(986.3)	$	2,580.7	$	(344.6)	$	1,534.6

(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 February 1, 2020	$	12.6	$	245.4	$	0.4	$	(984.9)	$	2,242.9	$	(293.8)	$	1,222.6
Net loss	—		—		—		—		(197.1)		—		(197.1)
Other comprehensive loss	—		—		—		—		—		(34.0)		(34.0)
Dividends declared:
Preferred shares, $12.50/share	—		—		—		—		(8.2)		—		(8.2)
Net settlement of equity-based awards	—		(0.4)		—		(0.3)		(0.2)		—		(0.9)
Share-based compensation expense	—		1.4		—		—		—		—		1.4
Balance at May 2, 2020	$	12.6	$	246.4	$	0.4	$	(985.2)	$	2,037.4	$	(327.8)	$	983.8
Net loss	—		—		—		—		(81.7)		—		(81.7)
Other comprehensive income	—		—		—		—		—		17.8		17.8
Dividends declared:
Preferred shares, $12.66/share	—		—		—		—		(8.3)		—		(8.3)
Net settlement of equity based awards	—		(0.5)		—		4.1		(3.7)		—		(0.1)
Share-based compensation expense	—		4.9		—		—		—		—		4.9
Balance at August 1, 2020	$	12.6	$	250.8	$	0.4	$	(981.1)	$	1,943.7	$	(310.0)	$	916.4
Net income	—		—		—		—		9.3		—		9.3
Other comprehensive income loss	—		—		—		—		—		(4.4)		(4.4)
Dividends declared:
Preferred shares, $12.81/share	—		—		—		—		(8.4)		—		(8.4)
Net settlement of equity based awards	—		—		—		0.7		(1.0)		—		(0.3)
Share-based compensation expense	—		3.3		—		—		—		—		3.3
Balance at October 31, 2020	$	12.6	$	254.1	$	0.4	$	(980.4)	$	1,943.6	$	(314.4)	$	915.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

SIGNET JEWELERS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and principal 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 three 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 4 for additional discussion of 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. However, in Fiscal 2022, Signet has experienced shifts in discretionary spending and consumer behavior that may cause the fourth quarter to account for a lower percentage of annual sales and profits.

Risks and Uncertainties - COVID-19

In December 2019, a novel coronavirus (“COVID-19”) was identified in Wuhan, China. During Fiscal 2021, the Company experienced significant disruption to its business, specifically in its retail store operations through temporary closures during the first half of the year. By the end of the third quarter of Fiscal 2021, the Company had re-opened substantially all of its stores. However, during the fourth quarter of Fiscal 2021, both the UK and certain Canadian provinces re-established mandated temporary closure of non-essential businesses. The UK stores began to reopen in April 2021, while the Canadian stores began reopening in the second quarter of Fiscal 2022.

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 COVID-19 (including through variants), the success of the vaccine rollout globally, its impact on the Company’s global supply chain, and the uncertainty of customer behavior and potential shifts in discretionary spending. The Company will continue to evaluate the impact of COVID-19 on its business, results of operations and cash flows throughout Fiscal 2022, including the potential impacts on various estimates and assumptions inherent in the preparation of the condensed consolidated financial statements.

Basis of preparation

The condensed consolidated financial statements of Signet are prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles (“US GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in Signet’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC on March 19, 2021.

Use of estimates

The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, 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 condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. 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 and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, derivatives, employee benefits, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets.

Fiscal year

The Company’s fiscal year ends on the Saturday nearest to January 31st. Fiscal 2022 and Fiscal 2021 refer to the 52 week periods ending January 29, 2022 and ended January 30, 2021, respectively. Within these condensed consolidated financial statements, the third quarter of the relevant fiscal years 2022 and 2021 refer to the 13 weeks ended October 30, 2021 and October 31, 2020, respectively.

8

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 segment and Canada as part of the North America segment, are consolidated using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange on the balance sheet date, 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 condensed 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 in other operating income, net within the condensed consolidated statements of operations.

See Note 9 for additional information regarding the Company’s foreign currency translation.

Acquisition of 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 driven by Signet's "Inspiring Brilliance" strategy and its initiatives to accelerate growth in its services offerings. Based on a preliminary purchase price allocation, net assets acquired primarily consist of goodwill and intangible assets (see Note 16 for details). In connection with closing the acquisition, the Company incurred approximately $1.1 million of transaction-related costs for professional services in the 13 weeks ended May 1, 2021, which were recorded as selling, general and administrative expenses in the condensed consolidated statements of operations.

The results of Rocksbox subsequent to the acquisition date are reported as a component of the North America segment. See Note 4 for additional information regarding the Company’s reportable segments. Pro forma results of operations have not been presented, as the impact on the Company’s condensed consolidated financial results was not material.

Acquisition of Diamonds Direct

On October 8, 2021, the Company entered into an agreement (the “Transaction Agreement”) to acquire Diamonds Direct USA Inc., a Delaware corporation (“Diamonds Direct”). The acquisition was consummated on November 17, 2021. Diamonds Direct is an off-mall, destination jeweler in the US, operating in 22 retail locations with a highly productive, efficient operating model with demonstrated growth and profitability which is expected to immediately contribute to Signet’s “Inspiring Brilliance” strategy to accelerate growth and expand the Company’s market in accessible luxury and bridal. Diamonds Direct’s strong value proposition, extensive bridal offering and customer-centric, high-touch shopping experience is a destination for younger, luxury-oriented bridal shoppers.

The Company acquired 100% of the outstanding common stock of Diamonds Direct for cash consideration of $504.6 million, net of cash acquired, and subject to customary post-closing adjustments per the Transaction Agreement. In connection with the acquisition, the Company incurred $2.6 million of acquisition-related costs during the 13 weeks ended October 30, 2021, which were recorded as selling, general and administrative expenses in the condensed consolidated statements of operations.

Neither the Company’s condensed consolidated balance sheets nor the operating results or cash flows, as of and for the periods ended October 30, 2021, reflect the impact of Diamonds Direct as the acquisition was completed after the balance sheet date. Signet plans to report Diamonds Direct results within the Company’s North America segment.

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

There were no new accounting pronouncements adopted during Fiscal 2022 that have a material impact on the Company’s financial position or results of operations.

New accounting pronouncements issued but not yet adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that an acquirer recognize and measure customer contract assets and liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts, rather than under Topic 805. Under prior guidance with Topic 805, a liability for deferred revenue was generally recognized in an acquirer’s financial statements as if it represented a legal obligation. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

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3. Revenue recognition

The following tables provide the Company’s revenue, disaggregated by banner, major product and channel, for the 13 and 39 weeks ended October 30, 2021 and October 31, 2020:

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by banner:
Kay	$	573.4	$	—	$	—	$	573.4	$	490.5	$	—	$	—	$	490.5
Zales	291.9		—		—		291.9		251.4		—		—		251.4
Jared	277.1		—		—		277.1		232.7		—		—		232.7
Piercing Pagoda	111.4		—		—		111.4		93.7		—		—		93.7
James Allen	90.4		—		—		90.4		76.6		—		—		76.6
Peoples	45.9		—		—		45.9		37.8		—		—		37.8
International segment banners	—		120.9		—		120.9				106.9		—		106.9
Other (1)	4.1		—		22.7		26.8		—		—		10.7		10.7
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by banner:
Kay	$	1,923.8	$	—	$	—	$	1,923.8	$	1,149.0	$	—	$	—	$	1,149.0
Zales	1,030.0		—		—		1,030.0		618.8		—		—		618.8
Jared	873.1		—		—		873.1		546.6		—		—		546.6
Piercing Pagoda	399.0		—		—		399.0		204.4		—		—		204.4
James Allen	300.7		—		—		300.7		184.7		—		—		184.7
Peoples	121.9		—		—		121.9		83.3		—		—		83.3
International segment banners	—		309.0		—		309.0		—		232.8		—		232.8
Other (1)	9.4		—		47.8		57.2				—		20.8		20.8
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

(1) Includes sales from Signet’s diamond sourcing initiative and Rocksbox.

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	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by product:
Bridal	$	640.9	$	57.3	$	—	$	698.2	$	564.5	$	48.0	$	—	$	612.5
Fashion	524.6		23.3		—		547.9		400.7		19.5		—		420.2
Watches	48.7		44.0		—		92.7		33.6		33.4		—		67.0
Other (1)	180.0		(3.7)		22.7		199.0		183.9		6.0		10.7		200.6
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by product:
Bridal	$	2,064.5	$	146.8	$	—	$	2,211.3	$	1,295.7	$	104.9	$	—	$	1,400.6
Fashion	1,866.7		53.7		—		1,920.4		993.1		44.8		—		1,037.9
Watches	154.2		102.2		—		256.4		81.9		73.3		—		155.2
Other (1)	572.5		6.3		47.8		626.6		416.1		9.8		20.8		446.7
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

(1)     Other product sales primarily includes gift, beads and other miscellaneous jewelry sales, repairs, subscriptions, service plan and other miscellaneous non-jewelry sales.

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by channel:
Store	$	1,142.6	$	99.4	$	—	$	1,242.0	$	963.7	$	87.1	$	—	$	1,050.8
E-commerce	251.6		21.5		—		273.1		219.0		19.8		—		238.8
Other	—		—		22.7		22.7		—		—		10.7		10.7
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by channel:
Store	$	3,775.5	$	235.8	$	—	$	4,011.3	$	2,170.2	$	175.8	$	—	$	2,346.0
E-commerce	882.4		73.2		—		955.6		616.6		57.0		—		673.6
Other	—		—		47.8		47.8		—		—		20.8		20.8
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

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 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 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 condensed consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees.

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Deferred selling costs

Unamortized deferred selling costs as of October 30, 2021, January 30, 2021 and October 31, 2020 were as follows:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Other current assets	$	25.2	$	26.2	$	24.0
Other assets	87.2		85.1		81.7
Total deferred selling costs	$	112.4	$	111.3	$	105.7

Amortization of deferred ESP selling costs is included within selling, general and administrative expenses in the condensed consolidated statements of operations. Amortization of deferred ESP selling costs was $12.4 million and $29.4 million during the 13 and 39 weeks ended October 30, 2021, respectively, and $8.5 million and $16.0 million during the 13 and 39 weeks ended October 31, 2020, respectively.

Deferred revenue

Deferred revenue consists of the following:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
ESP deferred revenue	$	1,066.3	$	1,028.9	$	983.2
Other deferred revenue (1)	53.9		43.1		39.6
Total deferred revenue	$	1,120.2	$	1,072.0	$	1,022.8
Disclosed as:
Current liabilities	$	307.0	$	288.7	$	258.5
Non-current liabilities	813.2		783.3		764.3
Total deferred revenue	$	1,120.2	$	1,072.0	$	1,022.8

(1) Other deferred revenue includes primarily revenue collected from customers for custom orders and eCommerce orders, for which control has not yet transferred to the customer.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
ESP deferred revenue, beginning of period	$	1,063.8	$	990.5	$	1,028.9	$	960.0
Plans sold (1)	103.2		83.8		345.9		193.2
Revenue recognized (2)	(100.7)		(91.1)		(308.5)		(170.0)
ESP deferred revenue, end of period	$	1,066.3	$	983.2	$	1,066.3	$	983.2

(1)    Includes impact of foreign exchange translation.

(2)    The Company recognized sales of $56.4 million and $192.8 million during the 13 and 39 weeks ended October 30, 2021, respectively, and $61.6 million and $115.8 million during the 13 and 39 weeks ended October 31, 2020, respectively, related to deferred revenue that existed at the beginning of the period in respect to ESP. In Fiscal 2021, no ESP revenue was recognized beginning on March 23, 2020 due to the temporary closure of the Company’s stores and service centers as a result of COVID-19. As the Company began reopening stores and service centers during the second quarter of Fiscal 2021, the Company resumed recognizing service revenue as it fulfilled its performance obligations under the ESP.

4. Segment information

Financial information for each of Signet’s reportable segments is presented in the tables below. Signet’s chief operating decision maker utilizes segment sales and operating income, after the elimination of any inter-segment transactions, to determine resource allocations and performance assessment measures. Signet manages its business as three 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.

The North America reportable segment operates across the US and Canada. Its US stores operate nationally in malls and off-mall locations principally as Kay (Kay Jewelers and Kay Jewelers Outlet), Zales (Zales Jewelers and Zales Outlet), Jared (Jared The Galleria Of Jewelry and Jared Vault), James Allen, Rocksbox and Piercing Pagoda, which operates primarily through mall-based kiosks. Its Canadian stores operate as the Peoples Jewellers store banner.

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The International reportable segment operates stores in the UK, Republic of Ireland and Channel Islands. Its stores operate in shopping malls and off-mall locations (i.e. high street) principally as H.Samuel and Ernest Jones.

The Other reportable segment consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Sales:
North America segment	$	1,394.2	$	1,182.7	$	4,657.9	$	2,786.8
International segment	120.9		106.9		309.0		232.8
Other segment	22.7		10.7		47.8		20.8
Total sales	$	1,537.8	$	1,300.3	$	5,014.7	$	3,040.4
Operating income (loss):
North America segment (1)	$	123.8	$	52.9	$	573.1	$	(238.3)
International segment (2)	0.2		1.6		(4.0)		(52.6)
Other segment (3)	(0.4)		1.3		(1.4)		0.8
Corporate and unallocated expenses (4)	(16.7)		(16.1)		(66.7)		(59.5)
Total operating income (loss)	106.9		39.7		501.0		(349.6)
Interest expense, net	(4.1)		(9.1)		(12.4)		(25.6)
Other non-operating expense, net	(1.1)		—		(0.9)		0.3
Income (loss) before income taxes	$	101.7	$	30.6	$	487.7	$	(374.9)

(1)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $2.6 million of acquisition-related expenses in connection with the Diamonds Direct acquisition; and $0.7 million and $2.0 million, respectively, of net asset impairments. Operating income (loss) during the 39 weeks ended October 30, 2021 includes: $1.1 million of transaction-related expenses in connection with the Rocksbox acquisition; $1.4 million of gains associated with the sale of customer in-house finance receivables; and $(1.0) million to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 1, Note 5, Note 11 and Note 14 for additional information.

Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes: a $2.2 million and $1.6 million charge, respectively, related to inventory charges recorded in conjunction with the Company’s restructuring activities; charges of $0.7 million and $37.3 million, respectively, primarily related to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities; and asset impairment charges of $1.5 million and $136.9 million, respectively. See Note 5, Note 14 and Note 16 for additional information.

(2)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes charges of $3.0 million and $7.6 million, respectively, related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities, and asset impairment charges of $21.2 million during the 39 weeks ended October 31, 2020. See Note 5, Note 14 and Note 16 for additional information.

(3)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a $0.2 million benefit recognized due to a change in inventory reserves previously recognized as part of the Company’s restructuring activities. See Note 5 for additional information.

(4)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $(1.7) million and $(2.3) million, respectively, to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 5 for additional information.

Operating income (loss) during the 39 weeks ended October 31, 2020 includes a net charge of $7.5 million related to the settlement of previously disclosed shareholder litigation matters, inclusive of expected insurance proceeds. Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a credit of $0.1 million and net charge of $0.3 million, respectively, primarily related to severance and professional services recorded in conjunction with the Company’s restructuring activities. See Note 5 and Note 21 for additional information.

5. 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 a share-gaining, OmniChannel jewelry category leader. Restructuring activities related to the Plan were substantially completed in Fiscal 2021. The Company recorded credits to restructuring expense of $1.7 million and $3.3 million, during the 13 and 39 weeks ended October 30, 2021, respectively, primarily related to adjustments to previously recognized Plan liabilities.

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Restructuring charges and other Plan-related costs are classified in the condensed consolidated statements of operations as follows:

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Inventory charges	Restructuring charges - cost of sales	$	—	$	2.0	$	—	$	1.4
Other Plan related expenses	Restructuring charges	(1.7)		3.6		(3.3)		45.2
Total Signet Path to Brilliance Plan expenses		$	(1.7)	$	5.6	$	(3.3)	$	46.6

The composition of the restructuring charges the Company incurred during the 13 and 39 weeks ended October 30, 2021, as well as the cumulative amount incurred under the Plan through October 30, 2021, were as follows:

	13 weeks ended		39 weeks ended		Cumulative amount
(in millions)	October 30, 2021		October 30, 2021		October 30, 2021
Inventory charges	$	—	$	—	$	72.8
Termination benefits	—		(1.1)		48.8
Store closure and other costs	(1.7)		(2.2)		127.7
Total Signet Path to Brilliance Plan expenses	$	(1.7)	$	(3.3)	$	249.3

Plan liabilities of $2.3 million were recorded within accrued expenses and other current liabilities and Plan liabilities of $2.0 million were recorded within other liabilities in the condensed consolidated balance sheet as of October 30, 2021. The remaining Plan liabilities consist primarily of store closure liabilities. The following table summarizes the activity related to the Plan liabilities for Fiscal 2022:

(in millions)	Termination benefits		Store closure and other costs		Consolidated
Balance at January 30, 2021	$	2.1	$	8.1	$	10.2
Payments and other adjustments	(0.9)		(1.7)		(2.6)
Charged (credited) to expense	(1.1)		(2.2)		(3.3)
Balance at October 30, 2021	$	0.1	$	4.2	$	4.3

6. Redeemable preferred shares

On October 5, 2016, the Company issued 625,000 shares of Series A Redeemable Convertible Preference Shares (“Preferred Shares”) to certain affiliates of Leonard Green & Partners, L.P., 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. Preferred shareholders are entitled to a cumulative dividend at the rate of 5% per annum, payable quarterly in arrears either in cash or by increasing the stated value of the Preferred Shares. The Company declared the Preferred Share dividend during the fourth quarter of Fiscal 2021 payable “in-kind” by increasing the Stated Value of the Preferred Shares. The Stated Value of the Preferred Shares increased by $12.97 per share during the first quarter of Fiscal 2022 when this dividend was paid, all of which will become payable upon liquidation of the Preferred Shares. The Company has declared the first, second, and third quarter Fiscal 2022 Preferred Share dividends payable in cash. Refer to Note 7 for additional discussion of the Company’s dividends on Preferred Shares.

(in millions, except conversion rate and conversion price)	October 30, 2021		January 30, 2021		October 31, 2020
Conversion rate	12.2297		12.2297		12.2297
Conversion price	$	81.7682	$	81.7682	$	81.7682
Potential impact of preferred shares if-converted to common shares	8.0		7.9		7.8
Liquidation preference (1)	$	665.0	$	656.8	$	648.7

(1) Includes the stated value of the Preferred Shares plus any declared but unpaid dividends

In connection with the issuance of the Preferred Shares, the Company incurred direct and incremental expenses of $13.7 million. These direct and incremental expenses originally reduced the Preferred Shares carrying value and will be accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date in November 2024.

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Accumulated accretion recorded in the condensed consolidated balance sheets was $8.5 million as of October 30, 2021 (January 30, 2021 and October 31, 2020: $7.3 million and $6.9 million, respectively).

Accretion of $0.4 million and $1.2 million was recorded to Preferred Shares in the condensed consolidated balance sheets during the 13 and 39 weeks ended October 30, 2021 ($0.4 million and $1.2 million for the 13 and 39 weeks ended October 31, 2020).

7. Shareholders’ equity

Dividends on Common Shares

As a result of COVID-19, Signet’s Board of Directors (the “Board”) elected to temporarily suspend the dividend program on common shares, effective in the first quarter of Fiscal 2021. The Board elected to reinstate the dividend program on common shares beginning in second quarter of Fiscal 2022. Dividends declared on the common shares during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

	Fiscal 2022				Fiscal 2021
(in millions, except per share amounts)	Dividends per share		Total dividends		Dividends per share		Total dividends
First quarter	$	—	$	—	$	—	$	—
Second quarter	0.18		9.5		—		—
Third quarter (1)	0.18		9.5		—		—
Total	$	0.36	$	19.0	$	—	$	—

(1) Signet’s dividend policy for common shares results in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of October 30, 2021, $9.5 million was recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheet reflecting the cash dividends on common shares declared for the third quarter of Fiscal 2022.

Dividends on Preferred Shares

Dividends declared on the Preferred Shares during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

	Fiscal 2022				Fiscal 2021
(in millions, except per share amounts)	Dividends per share		Total dividends		Dividends per share		Total dividends
First quarter	$	13.14	$	8.2	$	12.50	$	7.8
Second quarter	13.14		8.2		12.66		7.9
Third quarter (1)	13.14		8.2		12.81		8.0
Total	$	39.42	$	24.6	$	37.97	$	23.7

(1)    Signet’s Preferred Shares dividends result in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of October 30, 2021, January 30, 2021, and October 31, 2020, $8.2 million, $8.1 million, and $8.0 million, respectively, has been recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the dividends on the Preferred Shares declared for the third quarter of Fiscal 2022, fourth quarter of Fiscal 2021, and third quarter of Fiscal 2021, respectively.

There were no cumulative undeclared dividends on the Preferred Shares that reduced net income (loss) attributable to common shareholders during the 13 and 39 weeks ended October 30, 2021 or October 31, 2020. See Note 6 for additional discussion of the Company’s Preferred Shares.

Share repurchases

Common shares repurchased during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

			39 weeks ended October 30, 2021					39 weeks ended October 31, 2020
(in millions, except per share amounts	Amount authorized		Shares repurchased	Amount repurchased (1)		Average repurchase price per share (1)		Shares repurchased	Amount repurchased		Average repurchase price per share
2017 Program	$	659.4	0.5	$	41.1	$	88.04	—	$	—	N/A

(1)    Includes amounts paid for commissions.

On August 23, 2021, the Board authorized a reinstatement of repurchases under the 2017 Share Repurchase Program (the “2017 Program”), as well as an increase in the remaining amount of shares authorized for repurchase under the 2017 Program, from $165.6 million to $225 million. The 2017 Program had $183.9 million of shares authorized for repurchase remaining as of October 30, 2021.

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8. Earnings (loss) per common share (“EPS”)

Basic EPS is computed by dividing net income (loss) 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:

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Numerator:
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Denominator:
Weighted average common shares outstanding	52.9		52.1		52.6		51.9
EPS – basic	$	1.59	$	0.02	$	8.17	$	(5.67)

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 units, performance share units and stock options issued under the Omnibus Plan and stock options issued under the Share Saving Plans. The dilutive effect of performance share units 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 interim period. The dilutive effect of 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 Shares is determined using the treasury stock and if-converted methods, respectively. Under the if-converted method, the Preferred 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 Shares are dilutive, cumulative dividends and accretion for issuance costs associated with the Preferred Shares are added back to net income (loss) attributable to common shareholders. See Note 6 for additional discussion of the Company’s Preferred Shares.

The computation of diluted EPS is outlined in the table below:

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Numerator:
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Add: Dividends on Preferred Shares	8.7		—		25.9		—
Numerator for diluted EPS	$	92.6	$	0.9	$	455.6	$	(294.4)
Denominator:
Basic weighted average common shares outstanding	52.9		52.1		52.6		51.9
Plus: Dilutive effect of share awards	2.8		1.3		2.1		—
Plus: Dilutive effect of Preferred Shares	8.0		—		8.0		—
Diluted weighted average common shares outstanding	63.7		53.4		62.7		51.9
EPS – diluted	$	1.45	$	0.02	$	7.27	$	(5.67)

The calculation of diluted EPS excludes the following items for each respective period on the basis that their effect would be anti-dilutive:

	13 weeks ended		39 weeks ended
(in millions)	October 30, 2021	October 31, 2020	October 30, 2021	October 31, 2020
Share awards	—	0.7	—	1.6
Potential impact of Preferred Shares	—	7.8	—	7.7
Total anti-dilutive shares	—	8.5	—	9.3

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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
(in millions)	Foreign currency translation		Gains (losses) on available-for-sale securities, net		Gains (losses) on cash flow hedges		Actuarial losses		Prior service costs		Accumulated other comprehensive loss
Balance at January 30, 2021	$	(238.9)	$	0.5	$	(0.9)	$	(47.2)	$	(4.0)	$	(290.5)
Other comprehensive income (loss) (“OCI”) before reclassifications	3.1		(0.2)		0.2		(58.9)		—		(55.8)
Amounts reclassified from AOCI to net income	—		—		0.5		1.1		0.1		1.7
Net current period OCI	3.1		(0.2)		0.7		(57.8)		0.1		(54.1)
Balance at October 30, 2021	$	(235.8)	$	0.3	$	(0.2)	$	(105.0)	$	(3.9)	$	(344.6)

The amounts reclassified from AOCI to earnings were as follows:

	Amounts reclassified from AOCI
	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020		Statement of operations caption
Losses (gains) on cash flow hedges:
Foreign currency contracts	$	0.1	$	—	$	0.4	$	—	Cost of sales (see Note 17)
Commodity contracts	—		(1.8)		0.2		(3.5)		Cost of sales (see Note 17)
Total before income tax	0.1		(1.8)		0.6		(3.5)
Losses (gains) on de-designating cash flow hedges:
Foreign currency contracts	—		—		—		(0.6)		Other operating income, net (see Note 17)
Commodity contracts	—		—		—		(9.3)		Other operating income, net (see Note 17)
Total before income tax	—		—		—		(9.9)
Income taxes	—		(0.1)		(0.1)		2.6
Net of tax	0.1		(1.9)		0.5		(10.8)
Defined benefit pension plan items:
Amortization of unrecognized actuarial losses	1.0		0.1		1.4		0.2		Other non-operating income, net
Amortization of unrecognized net prior service costs	—		0.4		0.1		0.7		Other non-operating income, net
Total before income tax	1.0		0.5		1.5		0.9
Income taxes	(0.2)		(0.1)		(0.3)		(0.1)
Net of tax	0.8		0.4		1.2		0.8
Total reclassifications, net of tax	$	0.9	$	(1.5)	$	1.7	$	(10.0)

10. Income taxes

	39 weeks ended
	October 30, 2021		October 31, 2020
Estimated annual effective tax rate before discrete items	22.1	%	19.5	%
Discrete items recognized	(15.5)	%	8.6	%
Effective tax rate recognized in statements of operations	6.6	%	28.1	%

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During the 39 weeks ended October 30, 2021, the Company’s effective tax rate was lower than the US federal income tax rate primarily due to the reversal of the valuation allowance recorded against certain state deferred tax assets, as well as additional benefits realized from the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) and other permanent differences. In the first quarter of Fiscal 2021, the Company recorded a valuation allowance on certain state deferred tax assets based primarily on its three-year cumulative loss position. During the second quarter of Fiscal 2022, the Company evaluated evidence to consider the reversal of the valuation allowance on its state net deferred tax assets and determined that there was sufficient positive evidence to conclude that it is more likely than not its state deferred tax assets are realizable. In determining the likelihood of future realization of the state deferred tax assets, the Company considered both positive and negative evidence. As a result, the Company believed that the weight of the positive evidence, including the cumulative income position in the three most recent years as of July 31, 2021 and forecasts for a sustained level of future taxable income, was sufficient to overcome the weight of the negative evidence, and thus recorded a $49.8 million tax benefit to release the valuation allowance against the Company's state deferred tax assets in the second quarter of Fiscal 2022. The Company’s effective tax rate for the same period during the prior year was higher than the US federal income tax rate primarily due to the benefits from the CARES Act recognized as a discrete item during the 39 weeks ended October 31, 2020, partially offset by the unfavorable impact of a valuation allowance recorded against certain US and state deferred tax assets and the impairment of goodwill which was not deductible for tax purposes.

The CARES Act provided 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 higher enacted tax rates resulting in a tax benefit of $73.8 million recognized as a discrete item during the 39 weeks ended October 31, 2020. The CARES Act also provided 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 $23.5 million during the 39 weeks ended October 31, 2020, with an additional benefit recognized in the third quarter of Fiscal 2022 of $12.4 million. In addition, as discussed above, the Company recorded a valuation allowance of $66.9 million against certain deferred tax assets during the 39 weeks ended October 31, 2020. The estimated annual effective tax rate excludes the effects of any discrete items that may be recognized in future periods.

As of October 30, 2021, there has been no material change in the amounts of unrecognized tax benefits, or the related accrued interest and penalties (where appropriate), in respect of uncertain tax positions identified and recorded as of January 30, 2021.

11. Credit transactions

Credit card outsourcing programs

The Company has entered into various agreements with Comenity Bank, through its subsidiaries Sterling Jewelers Inc. (“Sterling”) and Zale Delaware, Inc. (“Zale”), to outsource its private label credit card programs. Prior to the amendments described below, under these agreements, Comenity Bank provided credit services to all prime credit customers for the Sterling banners, and to all credit card customers for the Zale banners. In May 2021, both the Sterling and Zale agreements with Comenity Bank were amended and restated as further described below.

The non-prime portion of the Sterling credit card portfolio was outsourced to CarVal Investors (“CarVal”) and the appointed minority party, Castlelake, L.P. (“Castlelake” and collectively with CarVal, the “Investors”). Under the agreement with the Investors, Signet remains the issuer of non-prime credit with investment funds managed by the Investors purchasing forward receivables at a discount rate determined in accordance with their respective agreements. Signet holds 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. Various amended and restated agreements have been entered into with the Investors as described below.

Fiscal 2021 non-prime agreements with the Investors

During Fiscal 2021, the 2018 agreements pertaining to the purchase of forward flow receivables were terminated and new agreements were executed with the Investors which were effective until June 30, 2021. Those new agreements provided that the Investors 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 all forward flow non-prime receivables created for new customers beginning in the second quarter of Fiscal 2021. The termination of the previous agreements had no effect on the receivables that were previously sold to the Investors prior to the termination, except that Signet agreed to extend the Investors’ 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 Financial Solutions (“Genesis”) remained in place.

In January 2021, the Company reached additional agreements with the Investors to further amend the purchase agreements described above through June 30, 2021. CarVal continued to purchase add-on receivables for existing accounts and began to purchase 50% of new forward flow non-prime receivables. Genesis (becoming one of the “Investors”) began to purchase the remaining 50% of new forward flow non-prime receivables through June 30, 2021. Castlelake continued to purchase add-on receivables for existing accounts through June 30, 2021. Signet continued to retain add-on receivables for its existing accounts but no longer retained new forward flow non-prime receivables.

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Fiscal 2022 amended and restated agreements

On May 17, 2021, Sterling entered into an Amended and Restated Credit Card Program Agreement (“Sterling Program Agreement”) with Comenity Bank, which amends and restates the Credit Card Program Agreement entered into by and between Sterling and Comenity Bank on May 25, 2017. In addition, on May 17, 2021, the Company, through Zale, entered into an Amended and Restated Private Label Credit Card Program Agreement (“Zale Program Agreement” and together with the Sterling Program Agreement, each a “Program Agreement” and collectively the “Program Agreements”) with Comenity Capital Bank (“Comenity Capital” and together with Comenity Bank, “Comenity”), which amends and restates the Private Label Credit Card Program Agreement entered into by Zale and Comenity Capital on July 9, 2013.

Each Program Agreement has an initial term from July 1, 2021 through December 31, 2025 and, unless terminated earlier by either party, automatically renews for successive two-year terms. The Program Agreements provide for, among other things, that Comenity operate a primary source program to issue credit cards to Sterling and Zale customers to be serviced, maintained, administered, collected upon, and promoted in accordance with the terms therein (the "Primary Source Program"). Each Program Agreement includes a signing bonus, which may be repayable under certain conditions if such Program Agreement is terminated.

Subject to limited exceptions, including permitting a second look program, during the term of the applicable Program Agreement, Comenity will be the exclusive issuer of open-ended credit products (including credit cards) in the United States bearing specified Company trademarks, including trademarks associated with “Kay”, “Jared” and other specified regional brands under the Sterling Program Agreement, and, “Zale”, “Piercing Pagoda”, and other specified regional brands under the Zale Program Agreement. The Program Agreements contain customary representations, warranties, and covenants. Upon expiration or termination by either party of a Program Agreement, Sterling or Zale, as applicable, retains the option to purchase, or arrange the purchase by a third party of, the program assets from Comenity on customary terms and conditions. In the case of a purchase by Sterling upon expiration or termination of the Sterling Program Agreement, such purchase shall be on terms that are no more onerous to Sterling than those applicable to Comenity Bank under the Purchase Agreement, dated May 25, 2017, by and between Sterling and Comenity Bank.

In addition to the Program Agreements, on May 17, 2021, Sterling entered into an Amended and Restated Program Agreement (the “Genesis Agreement”) with Genesis, which amends and restates the Program Agreement entered into by and between Sterling and Genesis on July 26, 2018. The Genesis Agreement has an initial term from July 1, 2021 through December 31, 2025 and, unless terminated earlier by either party, automatically renews for successive one-year periods. Under the terms of the Genesis Agreement, Genesis will expand its role in originating, funding, administering and servicing a second look credit program to Sterling customers that are declined under the Sterling Program Agreement.

In March 2021, the Company provided notice to the Investors of its intent not to extend the respective agreements with such Investors beyond the expiration date of June 30, 2021. Effective July 1, 2021 (the “New Program Start Date”), all new prime and non-prime account origination will occur in accordance with the amended and restated Comenity and Genesis agreements as described above.

On June 30, 2021, the Company entered into amended and restated receivable purchase agreements with CarVal and Castlelake regarding the purchase of add-on receivables on such Investors’ existing accounts, as well as the purchase of the Company-owned credit card receivables portfolio for accounts that had been originated through Fiscal 2021 (see Note 12). During the second quarter of Fiscal 2022, Signet received cash proceeds of $57.8 million for the sale of these customer in-house finance receivables to the Investors. These receivables had a net book value of $56.4 million as of the sale date, and thus the Company recognized a gain on sale of $1.4 million in the North America segment within other operating income in the condensed consolidated statements 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 the payment obligation of the remaining 5% of the receivables previously purchased in June 2018.

12. Accounts receivable, net

The following table presents the components of Signet’s accounts receivable:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Customer in-house finance receivables, net	$	—	$	72.0	$	39.6
Accounts receivable, trade	17.0		11.6		13.2
Accounts receivable, held for sale	2.3		5.1		5.5
Accounts receivable, net	$	19.3	$	88.7	$	58.3

As discussed in Note 11, during Fiscal 2021, the 2018 agreements pertaining to the purchase of non-prime forward flow receivables were terminated and new agreements were executed with the Investors which were effective until June 30, 2021. Those new agreements provide that the Investors continued to purchase add-on non-prime receivables created on existing customer accounts but Signet began retaining all forward flow non-prime receivables created for new customers beginning in the second quarter of Fiscal 2021. As further discussed in Note 11, Signet sold all existing customer in-house finance receivables to CarVal and Castlelake during

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the second quarter of Fiscal 2022. As a result of the amended and restated agreements entered into with Comenity, Genesis, and the Investors during the second quarter of Fiscal 2022, Signet will no longer retain any customer in-house finance receivables.

As described above, Signet continues to be the issuer of non-prime credit for add-on purchases on existing accounts. Therefore, the Company holds these non-prime credit receivables on its balance sheet for two business days prior to selling the receivables to the Investors. Receivables originated by the Company but pending transfer to the Investors as of period end were classified as “held for sale” and included in the accounts receivable caption in the condensed consolidated balance sheets. As of October 30, 2021, January 30, 2021, and October 31, 2020, the accounts receivable held for sale were recorded at fair value.

Accounts receivable classified as trade receivables consist primarily of accounts receivable related to the sale of diamonds to third parties from its polishing factory deemed unsuitable for Signet's needs in the Other segment.

Customer in-house finance receivables

As discussed above, the Company began retaining certain customer in-house finance receivables beginning in the second quarter of Fiscal 2021 through the date of the portfolio sale. The allowance for credit losses was 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. The Company accounts 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 includes 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 estimate expected credit losses for financial assets with similar risk characteristics. The Company evaluated multiple risk characteristics of its credit card receivables portfolio and determined that credit quality and account vintage to be the most significant characteristics for estimating expected credit losses. To estimate its allowance for credit losses, the Company segregates its credit card receivables into credit quality categories using the customers’ FICO scores.

The following three industry standard FICO score categories are used:

•620 to 659 (“Near Prime”)

•580 to 619 (“Subprime”)

•Less than 580 (“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 in Fiscal 2021 and ceased maintaining newly originated accounts by the end of Fiscal 2021.

The vintage year was Fiscal 2021 for all customer in-house finance receivables presented below. The following table disaggregates the Company’s customer in-house finance receivables by credit quality:

(in millions)	January 30, 2021		October 31, 2020
Near Prime	$	46.6	$	26.4
Subprime	38.9		21.8
Deep Subprime	12.0		6.0
Total at amortized cost	$	97.5	$	54.2

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:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Balance at beginning of period	$	—	$	7.1	$	25.5	$	—
Provision for credit losses	(0.6)		7.5		(1.0)		14.6
Write-offs	—		—		(5.5)		—
Recoveries	0.6		—		0.6		—
Reversal of allowance on receivables sold	—		—		(19.6)		—
Balance at end of period	$	—	$	14.6	$	—	$	14.6

Beginning in the second quarter of Fiscal 2021, in connection with the new agreements executed with the Investors, additions to the allowance for credit losses are made by recording charges to bad debt expense (credit losses) within selling, general and administrative expenses within the condensed 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 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 written-off, typically at 180 days delinquent, as noted above.

The following table disaggregates the Company’s customer in-house finance receivables by past due status:

(in millions)	January 30, 2021		October 31, 2020
Current	$	81.3	$	47.6
1 - 30 days past due	9.1		4.0
31 - 60 days past due	2.6		1.5
61 - 90 days past due	1.7		0.7
Greater than 90 days past due	2.8		0.4
Total at amortized cost	$	97.5	$	54.2

Interest income related to the Company’s customer in-house finance receivables is included within other operating income, net in the condensed consolidated statements of operations. Accrued interest is included within the same line item as the respective principal amount of the customer in-house finance receivables in the condensed consolidated balance sheets. The accrual of interest is discontinued at the time the receivable is determined to be uncollectible and written-off. The Company recognized $6.5 million of interest income on its customer in-house finance receivables during the 39 weeks ended October 30, 2021. Interest income recognition ceased at the date of the sale of the portfolio as noted above. Interest income was immaterial in the prior year periods.

13. Inventories

The following table summarizes the Company’s inventory by classification:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Raw materials	$	72.6	$	45.3	$	84.2
Finished goods	2,075.7		1,987.2		2,089.8
Total inventories	$	2,148.3	$	2,032.5	$	2,174.0

As of October 30, 2021, inventory reserves were $48.5 million ($52.9 million and $42.2 million as of January 30, 2021 and October 31, 2020, respectively).

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14. Asset impairments, net

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

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Goodwill impairment (1)	$	—	$	—	$	—	$	10.7
Indefinite-lived intangible asset impairment (1)	—		—		—		83.3
Property and equipment impairment	0.3		1.5		1.5		27.2
Operating lease ROU asset impairment, net (2)	0.4		—		0.5		36.9
Total asset impairments, net	$	0.7	$	1.5	$	2.0	$	158.1

(1) Refer to Note 16 for additional information.

(2) The Company recorded $0.8 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets during the 39 weeks ended October 30, 2021. The Company recorded $0.9 million and $3.2 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets during the 13 and 39 weeks ended October 31, 2020, respectively.

Long-lived assets of the Company consist primarily of property and equipment, definite-lived intangible assets and operating lease right-of-use (“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 or other asset groups. 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 asset group, based on the Company’s internal business plans. If the undiscounted cash flow for the 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 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.

Fiscal 2021

Due to the various impacts of COVID-19 to the Company’s business during the 13 weeks ended May 2, 2020, including the temporary closure of all the Company’s stores beginning in late March 2020, 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 of Fiscal 2021. This impacted property, plant 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 recoverability test, a fair value assessment for these long-lived assets was performed, and as a result of the estimated fair values, the Company recorded an impairment charge for property, plant and equipment of $13.8 million and ROU assets of $28.5 million, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets of $1.0 million.

During the 13 weeks ended August 1, 2020, the Company completed its quarterly trigger event assessment and determined that a triggering event 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 flows for the remaining lease period for certain stores. These events required an interim impairment assessment during the second quarter of Fiscal 2021 for the identified store assets. This impacted both property, plant 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 recoverability test, a fair value assessment for these long-lived assets was performed, and as a result of the estimated fair values, the Company recorded impairment charges for property, plant and equipment of $11.9 million and ROU assets of $8.4 million, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets of $1.3 million.

During the 13 weeks ended October 31, 2020, the Company completed its quarterly trigger event assessment and determined that a triggering event 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 flows for the remaining lease period for certain stores. These events required an interim impairment assessment during the third quarter of Fiscal 2021 for the identified store assets. 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 recoverability test, a fair value assessment for these long-lived assets was performed, and as a result of the estimated fair values,

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the Company recorded impairment charges for property and equipment of $1.5 million and ROU assets of $0.0 million, which is net of $0.9 million gains on terminations or modifications of leases resulting from previously recorded impairments of the right of use assets for the 13 weeks ended October 31, 2020.

Fiscal 2022

During Fiscal 2022, the Company completed its quarterly triggering event assessments and determined that triggering events had occurred for certain long-lived asset groups at individual stores based on real estate assessments (including store closure decisions) and store performance for the remaining lease period for certain 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 estimated fair values, during the 13 weeks ended October 30, 2021, the Company recorded impairment charges for property and equipment of $0.3 million and ROU assets of $0.4 million. During the 39 weeks ended October 30, 2021 the Company recorded impairment charges for property and equipment of $1.5 million and ROU assets of $0.5 million, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets of $0.8 million.

The uncertainty of the COVID-19 impact to the Company’s business could continue to further negatively affect the operating performance and cash flows of the above identified stores or additional stores, including the magnitude and potential resurgence of COVID-19 (including variants), occupancy restrictions in the Company’s stores, the inability to achieve or maintain cost savings initiatives included in the business plans, changes in real estate strategy or 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 store-level assets in future periods.

15. Leases

The Company deferred substantially all of its rent payments due in the months of April 2020 and May 2020. As of October 30, 2021, the Company had approximately $28 million of deferred rent payments remaining primarily in the UK. This remaining deferred rent is expected to be substantially repaid by the first half of Fiscal 2023. 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 such interest or penalties 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 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 would be recorded as a negative variable lease cost. The Company 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 recorded lease expense during the deferral periods in accordance with its existing policies.

Total lease costs consist of the following:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Operating lease cost	$	107.0	$	108.9	$	322.0	$	325.8
Short-term lease cost	1.8		2.1		8.2		12.8
Variable lease cost	26.0		27.8		87.5		79.7
Sublease income	(0.5)		(0.5)		(1.7)		(1.3)
Total lease cost	$	134.3	$	138.3	$	416.0	$	417.0

16. Goodwill and intangibles

Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually. Additionally, if events or conditions 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 asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other 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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Fiscal 2021

Due to various impacts of COVID-19 to the Company’s business during the 13 weeks ended May 2, 2020, 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 part of the assessment, it was determined that an increase in the discount rates was 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 aspects 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, during the first quarter of Fiscal 2021 the Company recognized pre-tax impairment charges related to goodwill of $10.7 million in the condensed consolidated statements of operations within its North America segment related to R2Net and Zales Canada goodwill.

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 impairments, net on the condensed consolidated statements of operations of $83.3 million within its North America segment.

During the second quarter of Fiscal 2021, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names identified in the Zale acquisition, and through this 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. Additionally, the Company completed its quarterly trigger event assessment and determined that no triggering event had occurred during the second quarter of Fiscal 2021 requiring interim impairment assessments for its remaining reporting units with goodwill and indefinite-lived intangible assets.

Based on management’s trigger event assessment during the 13 weeks ended October 31, 2020, 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 exceed their fair values.

Fiscal 2022

During the 13 weeks ended May 1, 2021, 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 exceed their fair values.

In connection with the acquisition of Rocksbox on March 29, 2021, the Company recognized $11.6 million of definite-lived intangible assets and $7.0 million of goodwill, which are reported in the North America segment. The weighted-average amortization period of the definite-lived intangibles assets acquired is eight years.

In the second quarter of Fiscal 2022, the annual testing date of R2Net was changed from the last day of the fiscal year to the last day of the fourth period of each fiscal year. R2Net represents a reporting unit within the Company’s North America reportable segment. The new impairment testing date is preferable, as this date corresponds with the testing date for all other North America reporting units. This will allow information and assumptions to be applied consistently to all reporting units.

During the 13 weeks ended July 31, 2021, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and indefinite-lived trade names identified in the Zale, R2Net and Rocksbox acquisitions, and 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. Additionally, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the second quarter of Fiscal 2022 requiring interim impairment assessment for all reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended October 30, 2021, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the third quarter of Fiscal 2022 requiring interim impairment assessment for all reporting units with goodwill and indefinite-lived intangible assets.

Goodwill

The following table summarizes the Company’s goodwill by reportable segment:

(in millions)	North America
Balance at January 30, 2021 (1)	$	238.0
Acquisitions	7.0
Balance at October 30, 2021 (1)	$	245.0

(1)    The carrying amount of goodwill is presented net of accumulated impairment losses of $576.0 million as of October 30, 2021 and January 30, 2021.

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Intangibles

Definite-lived intangible assets include trade names, technology and customer relationship assets. Indefinite-lived intangible assets consist of trade names. Both definite and indefinite-lived assets are recorded within intangible assets, net, on the condensed consolidated balance sheets. Intangible liabilities, net, consists of unfavorable contracts and is recorded within accrued expenses and other current liabilities and other liabilities on the condensed consolidated balance sheets.

The following table provides additional detail regarding the composition of intangible assets and liabilities:

	October 30, 2021						January 30, 2021						October 31, 2020
(in millions)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets, net:
Definite-lived intangible assets	$	15.8	$	(4.6)	$	11.2	$	5.6	$	(4.2)	$	1.4	$	5.6	$	(4.0)	$	1.6
Indefinite-lived intangible assets (1)	178.0		—		178.0		177.6		—		177.6		177.2		—		177.2
Total intangible assets, net	$	193.8	$	(4.6)	$	189.2	$	183.2	$	(4.2)	$	179.0	$	182.8	$	(4.0)	$	178.8
Intangible liabilities, net	$	(38.0)	$	30.5	$	(7.5)	$	(38.0)	$	27.5	$	(10.5)	$	(38.0)	$	26.2	$	(11.8)

(1) The change in the indefinite-lived intangible asset balances during the periods presented was due to the impact of foreign currency translation.

17. 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 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. Signet does not enter into derivative transactions for speculative purposes.

Market risk

Signet generates revenues and incurs expenses in US dollars, Canadian dollars and British pounds. As a portion of the International segment purchases and purchases made by the Canadian operations of the North America segment are denominated in US dollars, Signet enters into forward foreign currency exchange 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 condensed consolidated statements of operations on non-US dollar denominated items through managing cash levels, non-US dollar denominated intra-entity balances and foreign currency 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. In particular, 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).

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. Cash generated from operations and external financing are the main sources of funding, which supplement Signet’s resources in meeting liquidity requirements.

The primary external sources of funding are an asset-based credit facility and senior unsecured notes as described in Note 19.

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.

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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 October 30, 2021, 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 October 30, 2021 was $19.4 million (January 30, 2021 and October 31, 2020: $12.5 million and $13.5 million, respectively). These contracts have been designated as cash flow hedges and will be settled over the next 12 months (January 30, 2021 and October 31, 2020: 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 October 30, 2021 was $96.0 million (January 30, 2021 and October 31, 2020: $107.6 million and $51.3 million, respectively).

Commodity forward purchase contracts 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 materials. 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 remained designated as the hedged inventory purchases from these contracts were 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. Trading for these contracts resumed during the third quarter of Fiscal 2021. Trading for these contracts was suspended during Fiscal 2022 due to the current commodity price environment and there was no material notional amount of these commodity derivative contracts outstanding as of October 30, 2021 and January 30, 2021 (October 31, 2020; 11,000 ounces).

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 October 30, 2021, Signet believes that this credit risk did not materially change the fair value of the foreign currency or commodity contracts.

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The following table summarizes the fair value and presentation of derivative instruments in the condensed consolidated balance sheets:

	Fair value of derivative assets
(in millions)	Balance sheet location	October 30, 2021		January 30, 2021		October 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets	$	0.1	$	—	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	—		0.1		—
Total derivative assets		$	0.1	$	0.1	$	—

	Fair value of derivative liabilities
(in millions)	Balance sheet location	October 30, 2021		January 30, 2021		October 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current liabilities	$	—	$	(0.3)	$	—
Commodity contracts	Other current liabilities	—		(0.1)		—
		—		(0.4)		—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current liabilities	(0.5)		—		(0.5)
Total derivative liabilities		$	(0.5)	$	(0.4)	$	(0.5)

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)	October 30, 2021		January 30, 2021		October 31, 2020
Foreign currency contracts	$	(0.1)	$	(0.7)	$	—
Commodity contracts	(0.2)		(0.4)		3.5
Gains (losses) recorded in AOCI	$	(0.3)	$	(1.1)	$	3.5

The following tables summarize the effect of derivative instruments designated as cash flow hedges on OCI and the condensed consolidated statements of operations:

Foreign currency contracts

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gains (losses) recorded in AOCI, beginning of period		$	(0.6)	$	—	$	(0.7)	$	(1.0)
Current period gains (losses) recognized in OCI		0.4		—		0.2		1.6
Losses (gains) reclassified from AOCI to net income	Cost of sales (1)	0.1		—		0.4		—
Gains from de-designated hedges reclassified from AOCI to net income	Other operating income, net (1)	—		—		—		(0.6)
Gains (losses) recorded in AOCI, end of period		$	(0.1)	$	—	$	(0.1)	$	—

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Commodity contracts

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gains (losses) recorded in AOCI, beginning of period		$	(0.2)	$	5.3	$	(0.4)	$	17.7
Current period gains (losses) recognized in OCI		—		—		—		(1.4)
Losses (gains) reclassified from AOCI to net income	Cost of sales (1)	—		(1.8)		0.2		(3.5)
Gains from de-designated hedges reclassified from AOCI to net income	Other operating income, net (1)	—		—		—		(9.3)
Gains (losses) recorded in AOCI, end of period		$	(0.2)	$	3.5	$	(0.2)	$	3.5

(1)    Refer to the condensed consolidated statements of operations for total amounts of each financial statement caption impacted by cash flow hedges.

There was no material ineffectiveness related to the Company’s derivative instruments designated in cash flow hedging relationships for the 39 weeks ended October 30, 2021 and October 31, 2020 other than the items disclosed above during the 13 weeks ended May 2, 2020. As of October 30, 2021, based on current valuations, the Company expects approximately $0.3 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 condensed consolidated statements of operations:

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Foreign currency contracts	Other operating income, net	$	(1.3)	$	(1.1)	$	(0.4)	$	(2.1)

18. 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 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

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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:

	October 30, 2021						January 30, 2021						October 31, 2020
(in millions)	Carrying Value		Level 1		Level 2		Carrying Value		Level 1		Level 2		Carrying Value		Level 1		Level 2
Assets:
US Treasury securities	$	5.1	$	5.1	$	—	$	5.7	$	5.7	$	—	$	6.3	$	6.3	$	—
Foreign currency contracts	0.1		—		0.1		0.1		—		0.1		—		—		—
US government agency securities	2.0		—		2.0		3.2		—		3.2		3.7		—		3.7
Corporate bonds and notes	5.9		—		5.9		6.5		—		6.5		7.3		—		7.3
Total assets	$	13.1	$	5.1	$	8.0	$	15.5	$	5.7	$	9.8	$	17.3	$	6.3	$	11.0
Liabilities:
Foreign currency contracts	$	(0.5)	$	—	$	(0.5)	$	(0.3)	$	—	$	(0.3)	$	(0.5)	$	—	$	(0.5)
Commodity contracts	—		—		—		(0.1)		—		(0.1)		—		—		—
Total liabilities	$	(0.5)	$	—	$	(0.5)	$	(0.4)	$	—	$	(0.4)	$	(0.5)	$	—	$	(0.5)

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 measurements in the fair value hierarchy. The fair value of derivative financial instruments has been determined based on market value equivalents at the balance sheet date, 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 17 for additional information related to the Company’s derivatives.

During 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 received the full deferred payment of $23.5 million during the second quarter of Fiscal 2022, as further described in Note 11.

During the 13 weeks ended May 2, 2020, the Company performed an interim impairment test for goodwill and indefinite-lived intangible 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. In addition, for long-lived assets, the Company performed an impairment test for certain store level assets during Fiscal 2021 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 14 and Note 16 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.

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The fair values of long-term debt instruments, excluding revolving credit facilities, were determined using quoted market prices in inactive markets 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 19) approximates fair value based on the nature of the instrument and variable interest rate, which are primarily Level 2 inputs. The following table provides a summary of the carrying amount and fair value of outstanding debt:

	October 30, 2021				January 30, 2021				October 31, 2020
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt:
Senior notes (Level 2)	$	147.0	$	151.2	$	146.7	$	145.1	$	146.7	$	130.8
Term loans (Level 2)	—		—		—		—		99.5		100.0
Total	$	147.0	$	151.2	$	146.7	$	145.1	$	246.2	$	230.8

19. Loans, overdrafts and long-term debt

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Debt:
Senior unsecured notes due 2024, net of unamortized discount	$	147.6	$	147.6	$	147.6
ABL revolving facility	—		—		790.0
FILO term loan facility	—		—		100.0
Other loans and bank overdrafts	0.3		—		3.6
Gross debt	$	147.9	$	147.6	$	1,041.2
Less: Current portion of loans and overdrafts	(0.3)		—		(3.6)
Less: Unamortized debt issuance costs	(0.6)		(0.9)		(1.4)
Total long-term debt	$	147.0	$	146.7	$	1,036.2

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 2024 (the “Senior Notes”). The Senior Notes were issued under an effective registration statement previously filed with the SEC. 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”).

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 most 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 represented a purchase price of $950.00 per $1,000.00 in principal amount of the Senior Notes validly tendered.

Unamortized debt issuance costs relating to the Senior Notes as of October 30, 2021 was $0.6 million (January 30, 2021 and October 31, 2020: $0.9 million and $0.9 million, respectively). The unamortized debt issuance costs are recorded as a direct deduction from the outstanding liability within the condensed consolidated balance sheets. Amortization relating to debt issuance costs of $0.1 million and $0.3 million was recorded as interest expense in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 30, 2021, respectively ($0.1 million and $0.2 million for the 13 and 39 weeks ended October 31, 2020, 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 (as amended to the date hereto, 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 to that certain Credit Agreement.

On July 28, 2021, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) to amend the ABL Facility. The Second Amendment extends the maturity of the ABL Facility from September 27, 2024 to July 28, 2026 and

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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 bear interest at the Company’s option at either eurocurrency 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. The Company had stand-by letters of credit outstanding of $18.8 million on the ABL Revolving Facility as of October 30, 2021. The Company had available borrowing capacity of $1.2 billion on the ABL Revolving Facility as of October 30, 2021.

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.

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 October 30, 2021, the threshold related to the fixed coverage ratio was approximately $126 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.

Debt issuance costs relating to the ABL Revolving Facility totaled $12.6 million. The remaining unamortized debt issuance costs are recorded within other assets in the condensed consolidated balance sheets. Amortization relating to the debt issuance costs of $0.5 million and $1.6 million was recorded as interest expense in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 30, 2021, respectively ($0.4 million and $1.3 million for the 13 and 39 weeks ended October 31, 2020, respectively). Unamortized debt issuance costs related to the ABL Revolving Facility totaled $8.7 million as of October 30, 2021 (January 30, 2021 and October 31, 2020: $6.4 million and $6.8 million, respectively).

20. Warranty reserve

Specific merchandise sold by banners within the North America segment includes a product lifetime diamond or colored gemstone 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. The warranty reserve for diamond and gemstone guarantee, included in accrued expenses and other current liabilities and other non-current liabilities, is as follows:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Warranty reserve, beginning of period	$	34.7	$	37.3	$	37.3	$	36.3
Warranty expense	2.6		1.5		4.8		5.5
Utilized (1)	(2.6)		(2.2)		(7.4)		(5.2)
Warranty reserve, end of period	$	34.7	$	36.6	$	34.7	$	36.6

(1)     Includes impact of foreign exchange translation.

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Disclosed as:
Current liabilities	$	9.9	$	10.7	$	10.6
Non-current liabilities	24.8		26.6		26.0
Total warranty reserve	$	34.7	$	37.3	$	36.6

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21. Share-based compensation

Signet recorded share-based compensation expense of $10.9 million and $36.4 million for the 13 and 39 weeks ended October 30, 2021, respectively related to the Omnibus Plan and Share Saving Plans ($3.3 million and $9.6 million for the 13 and 39 weeks ended October 31, 2020, respectively).

22. Commitments and contingencies

Legal proceedings

Employment practices

In March 2008, a group of private plaintiffs (the “Claimants”) filed a class and collective 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. In 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 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 US 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 US 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 US 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 believed to be approximately 9,124. On July 24, 2017, the US 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

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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. 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, but did not set a new trial date. 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 US 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 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 US 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 US 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 US 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. Subsequently, the arbitrator retired and the parties selected a new arbitrator to oversee the proceedings moving forward. On October 8, 2021, the newly selected arbitrator issued an amended case management plan and scheduled the arbitration hearing to begin on September 5, 2022. At a hearing on November 30, 2021, the arbitrator denied Sterling’s motions to decertify the EPA collective action and the Title VII class promotion claims, and also denied Sterling’s motions for partial summary judgment.

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 estimated.

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 US 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 US 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 was extended through November 4, 2021. On October 11, 2021, SJI and the EEOC agreed to a tolling stipulation, which was submitted on October 22, 2021 and entered by the US District Court for the Western District of New York on November 4, 2021, which extended certain deadlines of the Consent Decree until December 4, 2021. SJI and the EEOC are discussing the possibility of an additional extension of the tolling stipulation.

Shareholder actions

In August 2016, two alleged Company shareholders each filed a putative class action complaint in the US District Court for the Southern District of New York against the Company and 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

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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 US 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 into a settlement agreement in the Consolidated Action. The settlement of $240 million provides for the dismissal of the Consolidated Action 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. As a result of the settlement, the Company recorded a charge of $33.2 million during the fourth quarter of Fiscal 2020 in other operating income, net, which includes administration costs of $0.6 million and was recorded net of expected recoveries from the Company’s insurance carriers of $207.4 million. 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, four actions were filed in the US 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 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 million, net of expected insurance recovery, during Fiscal 2021 in anticipation of those four 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 agreement was paid in August 2020.

23. Retirement plans

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 will be held by the Trustee as an asset of the 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 approximately 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”).

Under the terms of the Agreement, SGL is expected to contribute up to £16.85 million (approximately $23.4 million) (the “Total Expected Contribution”) to the Pension Scheme to enable the Trustee to pay for any and all costs incurred by the Trustee as part of the Transactions, including an initial contribution of £7 million (approximately $9.7 million) (the “Initial Installment”) to enable the Trustee to enter into the BPA with Rothesay. Subsequent installments of the Total Expected Contribution shall be reviewed and agreed by SGL and the Trustee at such times as the Trustee reasonably requires additional monies to be contributed to the Pension Scheme in furtherance of the Transactions. The Initial Installment was paid on August 4, 2021, and the Trustee transferred substantially all Plan assets into the BPA on August 9, 2021.

From 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.

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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 terms of the BPA which resulted in a pre-tax actuarial loss of £53.3 million (approximately $72.9 million) recorded within the condensed consolidated statements of comprehensive income (loss). Additionally, as a result of the remeasurement, the Pension Scheme is in a net liability position of £6.2 million (approximately $8.5 million) as of October 30, 2021 which is included in other non-current liabilities in the condensed consolidated balance sheet. After remeasurement, the net periodic pension cost for Fiscal 2022 is expected to be £1.9 million (approximately $2.6 million), primarily related to amortization of actuarial losses from AOCI into net periodic pension cost of £1.7 million (approximately $2.3 million).

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis in this Item 2 is 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 condensed consolidated financial statements and notes to the condensed consolidated financial statements included in Item 1. 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 in the “Forward-Looking Statements” below and elsewhere in this report, as well as in the “Risk Factors” section within Signet’s Fiscal 2021 Annual Report on Form 10-K filed with the SEC on March 19, 2021.

This management's discussion and analysis provides comparisons of material changes in the condensed consolidated financial statements for the 13 and 39 weeks ended October 30, 2021 and October 31, 2020.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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, appear in a number of places throughout this document and include statements regarding, among other things, Signet's results of operations, 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," "preliminary," "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 which could cause the actual results to not be realized, including, but not limited to: the negative impacts that the COVID-19 pandemic has had, and could have in the future, on Signet's business, financial condition, profitability and cash flows; the effect of steps we take in response to the pandemic; the severity, duration and potential resurgence of the pandemic (including through variants), 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, including without limitation risks relating to disruptions in our supply chain, our ability to attract and retain labor especially if Federal COVID-19 vaccine mandates are implemented, consumer behaviors such as willingness to congregate in shopping centers and shifts in spending away from the jewelry category and the impact on demand of our products, our level of indebtedness and covenant compliance, availability of adequate capital, our ability to execute our business plans, our lease obligations and relationships with our landlords, and asset impairments; general economic or market conditions, including impacts of inflation or other pricing environment factors on the Company's costs; financial market risks; our ability to optimize Signet's transformation strategies; a decline in consumer spending or deterioration in consumer financial position, whether due to inflation or other factors; changes to regulations relating to customer credit; disruption in the availability of credit for customers and customer inability to meet credit payment obligations; 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 transition to alternative arrangements through other providers or alternative payment options and our ability to successfully establish future arrangements for the forward-flow receivables; deterioration in the performance of individual businesses or of the Company's 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 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 conditions or other developments related to the United Kingdom's exit from the European Union; exchange rate fluctuations; the cost, availability of and demand for diamonds, gold and other precious metals; stakeholder reactions to disclosure regarding the source and use of certain minerals; seasonality of Signet's business; the merchandising, pricing and inventory policies followed by Signet and failure to manage inventory levels; Signet's relationships with suppliers including the ability to continue to utilize extended payment terms and the ability to obtain merchandise that customers wish to purchase; the failure to adequately address the impact of existing 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's 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's OmniChannel retailing and ability to increase digital sales, as well as management of its 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's real estate footprint; the ability to satisfy the accounting requirements for "hedge accounting," or the default or insolvency of a counterparty to a hedging contract; the performance of and ability to recruit, train, motivate and retain qualified team members - particularly in regions

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experiencing low unemployment rates; management of social, ethical and environmental risks; the reputation of Signet and its banners; inadequacy in and disruptions to internal controls and systems, including related to the migration to new information technology systems which impact financial reporting; security breaches and other disruptions to Signet's 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 jurisdictions in which Signet's subsidiaries are incorporated, including developments related to the tax treatment of companies engaged in Internet 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, including Diamonds Direct, or executing other major business or strategic initiatives; risks relating to the outcome of pending litigation; our ability to protect our intellectual property or physical assets; changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions; or the impact of weather-related incidents, natural disasters, strikes, protests, riots or terrorism, acts of war or another public health crisis or disease outbreak, epidemic or pandemic on Signet's 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” and “Forward-Looking Statements” sections of Signet’s Fiscal 2021 Annual Report on Form 10-K filed with the SEC on March 19, 2021 and quarterly reports on Form 10-Q and the “Safe Harbor Statements” in current reports on Form 8-K filed with the SEC. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

OVERVIEW

Signet Jewelers Limited (“Signet” or the “Company”) is the world’s largest retailer of diamond jewelry. Signet is incorporated in Bermuda. The Company, with 2,851 stores and kiosks as of October 30, 2021, manages its business by geography, a description of which follows:

•The North America segment has 2,408 locations in the US and 94 locations in Canada as of October 30, 2021.

◦In the US, the segment primarily operates in malls and off-mall locations 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); JamesAllen.com; and Rocksbox. Additionally, in the US, the segment operates primarily mall-based kiosks under the Piercing Pagoda banner.

◦In Canada, the segment primarily operates under the Peoples banner (Peoples Jewellers).

•The International segment has 349 stores in the UK, Republic of Ireland and Channel Islands as of October 30, 2021.

Certain Company activities are managed in the “Other” segment for financial reporting purposes, including the Company’s diamond sourcing function and its diamond polishing factory in Botswana. See Note 4 of Item 1 for additional information regarding the Company’s reportable segments.

Impacts of COVID-19

In December 2019, a novel coronavirus (“COVID-19”) was identified in Wuhan, China. During Fiscal 2021, the Company experienced significant disruption to its business, specifically in its retail store operations through temporary closures during the first half of last year. By the end of the third quarter of Fiscal 2021, the Company had re-opened substantially all of its stores. However, during the fourth quarter of Fiscal 2021, both the UK and certain Canadian provinces re-established mandated temporary closure of non-essential businesses. The UK stores began to reopen in April 2021 and Canadian stores stores began reopening in the second quarter of Fiscal 2022. To date, the Company’s operations have not been significantly impacted by the resurgence of the COVID-19 or any variants, including the most recent Omicron variant. The Company continues to actively monitor and manage the situation related to its store and support center operations focusing on the health and safety of its employees, customers, suppliers and shareholders, and considering all guidelines from state and federal government and health organizations.

COVID-19 significantly altered the retail climate and the Company has been navigating that change by accelerating its application of the key strategic initiatives developed over the past three years including the Company’s focus on becoming an OmniChannel leader, focusing on the needs of its customers, removing non-customer facing costs, and optimizing its real estate footprint. The Company continues to maintain its cost diligence efforts as the Company transitions to its new Inspiring Brilliance strategy, as further described below.

During the past two years, the Company also took numerous actions to maximize its financial flexibility, bolster its liquidity and strengthen its balance sheet, both strategically and as temporary measures as a result of COVID-19. Refer to the Liquidity and Capital Resources section below for further information.

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Outlook

Signet’s same store sales grew 18.9% during the third quarter of Fiscal 2022 compared to the same quarter of Fiscal 2021, reflecting continued strong business momentum driven by the strength of Signet’s connected commerce capabilities and the level of early holiday shopping as well as the traction from strategic initiatives such as new product launches. The Company’s focus on its connected commerce shopping experience, both online and in-store, helped maintain strong conversion rates and improve average transaction values during the third quarter of Fiscal 2022. During the remainder of Fiscal 2022, the Company will continue implementing the initiatives under its Inspiring Brilliance strategy, which is focused on the achievement of sustainable, industry-leading growth. As described in the Purpose and Strategy section within Item 1 of Annual Report on Form 10-K for the year ended January 30, 2021 filed with the SEC on March 19, 2021, through its Inspiring Brilliance strategy, the Company will focus on leveraging its core strengths that it developed over the past three years with the goal of creating a broader mid-market and increasing Signet’s share of that larger market as the industry leader.

Signet continues to expect some shift of consumer discretionary spending away from the jewelry category toward experience-oriented categories in the fourth quarter; however, the Company has not experienced a significant impact to the current year results to date, and the timing and magnitude of any shift is difficult to predict. The Company believes that its “always-on” marketing strategy, combined with consumer inspired promotional events and the strength of the Company’s product assortment, is expected to continue fueling a strong response from customers across merchandise categories and banners throughout the remainder of the year. Furthermore, the Company will continue its diligent and effective efforts to mitigate supply chain and retail labor pool disruption for the remainder of the year.

The full extent of the COVID-19 pandemic impacts on the Company’s business in the fourth quarter of Fiscal 2022 or longer term, and whether the strong results to date will continue, remains unclear. Continued uncertainties exist that could impact the Company’s results of operations or cash flows, such as potential resurgence of COVID-19, including Omicron, in key trade areas, the ability to recruit and retain qualified team members, organized retail crime, extended duration of heightened unemployment in certain areas, pricing and inflationary environment changes impacting the Company (including, but not limited to, materials, labor, fulfillment and advertising costs) or the consumers’ ability to spend. In addition, although the Company believes economic stimulus measures have had a positive impact on current year results, it is uncertain how long this impact will continue.

Diamonds Direct acquisition

On November 17, 2021, the Company finalized its acquisition of Diamonds Direct USA Inc. (“Diamonds Direct”) for cash consideration of $504.6 million, net of cash acquired, and subject to customary post-closing adjustments per the Transaction Agreement (“Transaction Agreement”). Diamonds Direct is an off-mall, destination jeweler in the US operating in 22 retail locations with a highly productive, efficient operating model with demonstrated growth and profitability which is expected to be immediately accretive to Signet following the acquisition date. Diamonds Direct's strong value proposition, extensive bridal offering and customer-centric, high-touch shopping experience is a destination for younger, luxury-oriented bridal shoppers. Diamonds Direct strategically expands Signet’s market in accessible luxury and bridal, provides access to a new customer base and furthers Signet’s opportunity to build lifetime customer relationships. Signet plans to grow Diamonds Direct while driving operating margin expansion over time through operating synergies in purchasing, targeted marketing, connected commerce and jewelry services.

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RESULTS OF OPERATIONS

The following should be read in conjunction with the financial statements and related notes in Item 1 of this Quarterly Report on Form 10-Q, as well as the financial and other information included in Signet’s Fiscal 2021 Annual Report on Form 10-K.

Comparison of Third Quarter Fiscal 2022 to Third Quarter Fiscal 2021

•Same store sales: Up 18.9%.

•Total sales: $1.54 billion, increased 18.3%.

•Operating income: $106.9 million compared to $39.7 million in the prior year.

•Diluted earnings per share: $1.45 compared to $0.02 in the prior year.

Comparison of Third Quarter Fiscal 2022 Year to Date to Prior Year

•Same store sales: Up 66.3%.

•Total sales: $5.01 billion, increased 64.9%.

•Operating income (loss): $501.0 million compared to $(349.6) million in the prior year.

•Diluted earnings (loss) per share: $7.27 compared to $(5.67) in the prior year.

	Third Quarter								Year to Date
	Fiscal 2022				Fiscal 2021				Fiscal 2022				Fiscal 2021
(in millions)	$		% of sales		$		% of sales		$		% of sales		$		% of sales
Sales	$	1,537.8	100.0	%	$	1,300.3	100.0	%	$	5,014.7	100.0	%	$	3,040.4	100.0	%
Cost of sales	(962.2)		(62.6)		(863.8)		(66.4)		(3,043.1)		(60.7)		(2,176.0)		(71.6)
Restructuring charges - cost of sales	—		—		(2.0)		(0.2)		—		—		(1.4)		—
Gross margin	575.6		37.4		434.5		33.4		1,971.6		39.3		863.0		28.4
Selling, general and administrative expenses	(470.5)		(30.6)		(389.3)		(29.9)		(1,485.1)		(29.6)		(1,013.6)		(33.3)
Restructuring charges	1.7		0.1		(3.6)		(0.3)		3.3		0.1		(45.2)		(1.5)
Asset impairments, net	(0.7)		—		(1.5)		(0.1)		(2.0)		—		(158.1)		(5.2)
Other operating income, net	0.8		0.1		(0.4)		—		13.2		0.3		4.3		0.1
Operating income (loss)	106.9		7.0		39.7		3.1		501.0		10.0		(349.6)		(11.5)
Interest expense, net	(4.1)		(0.3)		(9.1)		(0.7)		(12.4)		(0.2)		(25.6)		(0.8)
Other non-operating expense, net	(1.1)		(0.1)		—		—		(0.9)		—		0.3		—
Income (loss) before income taxes	101.7		6.6		30.6		2.4		487.7		9.7		(374.9)		(12.3)
Income tax benefit (expense)	(9.1)		(0.6)		(21.3)		(1.6)		(32.1)		(0.6)		105.4		3.5
Net income (loss)	$	92.6	6.0	%	$	9.3	0.7	%	$	455.6	9.1	%	$	(269.5)	(8.9)	%
Dividends on redeemable convertible preferred shares	(8.7)		nm		(8.4)		nm		(25.9)		nm		(24.9)		nm
Net income (loss) attributable to common shareholders	$	83.9	5.5	%	$	0.9	0.1	%	$	429.7	8.6	%	$	(294.4)	(9.7)	%

nm    Not meaningful.

Third quarter sales

Signet's total sales increased 18.3% year over year to $1.54 billion in the 13 weeks ended October 30, 2021. Total sales at constant exchange rates increased 17.6%. Signet’s same store sales increased 18.9%, compared to an increase of 15.1% in the prior year quarter. This growth reflects continued strong business momentum driven by the strength of Signet’s connected commerce capabilities and the level of early holiday shopping as well as the traction from strategic initiatives such as new product launches. Furthermore, the Company’s “always-on” marketing strategy, combined with consumer inspired promotional events as well as the strength of the Company’s product assortment drove a strong response from customers across merchandise categories and banners during the third quarter.

eCommerce sales in the third quarter of Fiscal 2022 were $273.1 million, up $34.3 million or 14.4%, compared to $238.8 million in the prior year quarter. eCommerce sales accounted for 17.8% of third quarter sales. Brick and mortar same store sales increased 20.3% from prior year third quarter.

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The increase in eCommerce sales reflects the enhanced eCommerce capabilities, digital first focus and connected commerce strategies that are resonating with customers. The Company’s focus on its connected commerce shopping experience, both online and in-store, helped maintain improved conversion rates and average transaction values during the third quarter of Fiscal 2022.

The breakdown of the sales performance by segment is set out in the table below:

	Change from previous year
Third Quarter of Fiscal 2022	Same 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	19.8	%	(2.1)	%	17.7	%	0.2	%	17.9	%	$	1,394.2
International segment	8.8	%	(1.5)	%	7.3	%	5.8	%	13.1	%	$	120.9
Other segment (1)	nm		nm		nm		nm		nm		$	22.7
Signet	18.9	%	(1.3)	%	17.6	%	0.7	%	18.3	%	$	1,537.8

(1)     Includes sales from Signet’s diamond sourcing initiative.

nm Not meaningful.

Average merchandise transaction value (“ATV”) is defined as net merchandise sales on a same store basis divided by the total number of customer transactions. As such, changes from the prior year do not recompute within the table below.

	Average Merchandise Transaction Value(1)(2)								Merchandise Transactions
	Average Value				Change from previous year				Change from previous year
Third Quarter	Fiscal 2022		Fiscal 2021		Fiscal 2022		Fiscal 2021		Fiscal 2022		Fiscal 2021
North America segment	$	492	$	427	15.2	%	0.5	%	3.5	%	14.3	%
International segment (3)	£	166	£	176	(4.0)	%	11.4	%	12.8	%	(42.8)	%

(1)     Net merchandise sales within the North America 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, extended service plan, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in same store sales.

(2)    Net merchandise sales within the International 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 store sales.

(3)    Amounts for the International segment are denominated in British pounds.

North America sales

The North America segment’s total sales were $1.39 billion compared to $1.18 billion in the prior year, or an increase of 17.9%. Same store sales increased 19.8% compared to an increase of 15.8% in the prior year. North America’s ATV and number of transactions increased 15.2% and 3.5%, respectively. All US banners achieved strong third quarter sales, demonstrating that the Company’s banner value propositions, product newness, always-on marketing and connected commerce experiences are resonating with customers.

eCommerce sales increased 14.9%, while brick and mortar same store sales increased 21.5%.

International sales

The International segment’s total sales increased 13.1% to $120.9 million compared to $106.9 million in the prior year and increased 7.3% at constant exchange rates. Same store sales increased 8.8% compared to an increase of 7.8% in the prior year. In the International segment, the ATV decreased 4.0% year over year, while the number of transactions increased 12.8%. Even though, the ATV decreased slightly, the number of transactions increased as it reflects the increase in foot traffic as all the UK stores reopened in April 2021.

Year to date sales

Signet’s total sales increased 64.9% to $5.01 billion compared to $3.04 billion in the prior year. Total sales at constant exchange rates increased 63.6%. Signet’s same store sales increased 66.3%, compared to a decrease of 20.4% in the prior year. This growth reflects a combination of traction from strategic initiatives, as described above, as well as the reduction in government stimulus and customer shift to spending on entertainment and travel are having less impact to the current year results than previously anticipated by the Company.

eCommerce sales year to date were $955.6 million, up $282 million or 41.9%, compared to $673.6 million in the prior year. eCommerce sales accounted for 19.1% of year to date sales, down from 22.2% of total sales in the prior year. Brick and mortar same store sales increased 74.1% from the prior period.

40

The increase in eCommerce sales reflects the accelerated enhancement of eCommerce capabilities and a digital first focus, related to the Company’s connected commerce strategies that began in Fiscal 2021 and is resonating with customers. The Company’s focus on its connected commerce shopping experience, both online and in-store, helped maintained improved conversion rates and average transaction values throughout Fiscal 2022 year to date.

The breakdown of the sales performance is set out in the table below:

	Change from previous year
Year to date Fiscal 2022	Same 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	69.9	%	(3.1)	%	66.8	%	0.3	%	67.1	%	$	4,657.9
International segment	26.9	%	(3.9)	%	23.0	%	9.7	%	32.7	%	$	309.0
Other segment (1)	nm		nm		nm		nm		nm		$	47.8
Signet	66.3	%	(2.7)	%	63.6	%	1.3	%	64.9	%	$	5,014.7

(1)     Includes sales from Signet’s diamond sourcing initiative.

nm Not meaningful.

As described above, changes from the prior year do not recompute within the table below.

	Average Merchandise Transaction Value(1)(2)								Merchandise Transactions
	Average Value				Change from previous year				Change from previous year
Year to date Fiscal 2022	Fiscal 2022		Fiscal 2021		Fiscal 2022		Fiscal 2021		Fiscal 2022		Fiscal 2021
North America segment	$	449	$	390	11.7	%	(1.3)	%	49.6	%	(18.9)	%
International segment (3)	£	165	£	162	(2.4)	%	6.6	%	25.9	%	(41.9)	%

(1)     Net merchandise sales within the North America 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, extended service plan, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in same store sales.

(2)    Net merchandise sales within the International segment include all merchandise product sales, including 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 store sales.

(3)    Amounts for the International segment are denominated in British pounds.

North America sales

The North America segment’s total sales were $4.66 billion compared to $2.8 billion in the prior year, up 67.1%. Same store sales increased 69.9% compared to a decrease of 20.2% in the prior year. North America’s ATV increased 11.7%, while the number of transactions increased 49.6%. All US banners achieved strong sales in the 39 weeks ended October 30, 2021, demonstrating that the Company banner value propositions, product newness, always-on marketing and connected commerce experiences are resonating with customers. The increase year over year also reflects the impact from the temporary closures of all North America stores beginning March 23, 2020.

eCommerce sales increased 41.9%, while brick and mortar same store sales increased 74.1%.

International sales

The International segment’s total sales increased 32.7% to $309.0 million compared to $232.8 million in the prior year and increased 23.0% at constant exchange rates. Same store sales increased 26.9% compared to a decrease of 23.1% in the prior year. The ATV decreased 2.4% over prior year, while the number of transactions increased 25.9%. Even though, the ATV decreased slightly, the number of transactions increased as it reflects the reopening of all UK stores in April 2021. In the prior year, all UK stores temporarily closed on March 24, 2020 and began reopening in the second quarter of Fiscal 2022.

Gross margin

In the third quarter of Fiscal 2022, gross margin was $575.6 million or 37.4% of sales compared to $434.5 million or 33.4% of sales in the prior year comparable period. In the 39 weeks ended October 30, 2021, gross margin was $2.0 billion or 39.3% of sales compared to $863.0 million or 28.4% of sales in the prior year comparable period. The increase in gross margin rate for both the 13 and 39 weeks ended October 30, 2021, compared to prior year, was primarily driven by a strong business momentum boosting sales as well as providing leverage on fixed costs, such as occupancy, further enhanced by merchandise and inventory strategies. Overall margins also benefited from merchandise margin rate expansion through reduced clearance and favorable merchandise and services mix.

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Selling, general and administrative expenses (“SG&A”)

In the third quarter of Fiscal 2022, SG&A was $470.5 million or 30.6% of sales compared to $389.3 million or 29.9% of sales in prior year quarter. The increase in SG&A for the 13 weeks ended October 30, 2021, compared to the prior year quarter, was primarily due to advertising, payroll and investments in digital/IT. This was partially offset by the benefits of structural cost savings from the Company’s transformation activities, such as more efficient operating hours.

In the 39 weeks ended October 30, 2021, SG&A was $1.5 billion or 29.6% of sales compared to $1,013.6 million or 33.3% of sales in the prior year comparable period. The increase in SG&A for the 39 weeks ended October 30, 2021, compared to the prior year, was primarily due to advertising, payroll and investments in digital/IT, as well as increased variable costs such as store staffing costs and private label credit costs, which were higher as a result of the significant sales volume increase from the prior year as noted above. This was partially offset by the benefits of structural cost savings from the Company’s transformation activities, such as more efficient operating hours, contributing to the improvement in the current full year SG&A as a percentage of sales.

Restructuring charges

During the first quarter of Fiscal 2019, Signet launched a three-year comprehensive transformation plan, called “Signet Path to Brilliance” (the “Plan”), to, among other objectives, reposition the Company to be a share gaining, OmniChannel jewelry category leader. The Plan was substantially completed as of the end of Fiscal 2021. Credits to restructuring expense of $1.7 million and $3.3 million were recognized in the 13 and 39 weeks ended October 30, 2021, respectively, and related to the adjustment of previously recognized Plan liabilities. Restructuring expenses of $3.6 million and $45.2 million were recognized in the 13 and 39 weeks ended October 31, 2020, respectively. Charges primarily related to store closures, severance costs, and professional fees for legal and consulting services related to the Plan. See Note 5 for additional information.

Asset impairments, net

The Company recorded a pre-tax asset impairment charges of $0.7 million and $1.5 million during the 13 weeks ended October 30, 2021 and October 31, 2020, respectively. All amounts related to long-lived asset impairments for certain stores (including the gain on termination of leases).

Asset impairment charges of $2.0 million and $158.1 million were recognized in the 39 weeks ended October 30, 2021 and October 31, 2020, respectively. For the 39 weeks ended October 30, 2021, all amounts relate to long-lived asset impairments for certain stores (including the gain on termination of leases). For the 39 weeks ended October 31, 2020, the Company recorded charges related to the impairment of goodwill, intangible assets and long-lived assets of $10.7 million, $83.3 million and $64.1 million, respectively.

See Notes 14 and 16 for additional information on the asset impairments.

Other operating income, net

For the 13 and 39 weeks ended October 30, 2021, other operating income, net, was $0.8 million and $13.2 million, respectively, primarily driven by interest income on the Company’s non-prime credit card portfolio and the receipt of UK government subsidies granted for restrictions imposed on non-essential businesses. For the 39 weeks ended October 31, 2020, other operating income, net was $4.3 million primarily driven by gains recognized as a result of the Company liquidating derivative financial instruments primarily related to forecasted commodity purchases that were deemed no longer effective in light of the economic impacts of COVID-19. These gains were offset by a charge related to the proposed settlement of previously disclosed shareholder litigation matters. See Note 17 and Note 22 for additional information on these matters.

Operating income (loss)

For the 13 weeks ended October 30, 2021, operating income was $106.9 million or 7.0% of sales, compared to $39.7 million or 3.1% of sales in the prior year third quarter. This increase reflects continued strong business momentum driven by the strength of Signet’s connected commerce capabilities and the level of early holiday shopping, as well as the traction from strategic initiatives such as new product launches. Furthermore, the Company’s “always-on” marketing strategy, combined with consumer inspired promotional events and the strength of the Company’s product assortment, drove a strong response from customers across merchandise categories and banners during the third quarter. This increase was partially offset by the previously noted higher advertising, payroll and investments in digital/IT.

During the 39 weeks ended October 30, 2021, operating income (loss) was $501.0 million or 10.0% of sales compared to $(349.6) million or (11.5)% of sales in the prior year comparable period. This increase reflects a significant sales volume increase from the prior year as described above, as well as the favorable impact of structural cost savings. This favorability was partially offset by higher advertising, payroll and investments in digital/IT, as well as higher variable costs such as store staffing costs and private label credit

42

costs on the higher volume. In addition, included in the operating loss for the 39 weeks ended October 31, 2020, was $158.1 million and $45.2 million of asset impairment charges and restructuring charges, respectively, as previously noted.

Signet’s operating income (loss) by segment for the third quarter is as follows:

	Fiscal 2022				Fiscal 2021
(in millions)	$		% of segment sales		$		% of segment sales
North America segment (1)	$	123.8	8.9	%	$	52.9	4.5	%
International segment (2)	0.2		0.2	%	1.6		1.5	%
Other segment (3)	(0.4)		nm		1.3		nm
Corporate and unallocated expenses (4)	(16.7)		nm		(16.1)		nm
Operating income (loss)	$	106.9	7.0	%	$	39.7	3.1	%
Signet’s operating income (loss) by segment for the year to date period is as follows:
	Fiscal 2022				Fiscal 2021
(in millions)	$		% of segment sales		$		% of segment sales
North America segment (1)	$	573.1	12.3	%	$	(238.3)	(8.6)	%
International segment (2)	(4.0)		(1.3)	%	(52.6)		(22.6)	%
Other segment (3)	(1.4)		nm		0.8		nm
Corporate and unallocated expenses (4)	(66.7)		nm		(59.5)		nm
Operating income (loss)	$	501.0	10.0	%	$	(349.6)	(11.5)	%

(1)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $2.6 million of acquisition-related expenses in connection with the Diamonds Direct acquisition; and $0.7 million and $2.0 million, respectively, of net asset impairments. Operating income (loss) during the 39 weeks ended October 30, 2021 includes: $1.1 million of transaction-related expenses in connection with the Rocksbox acquisition; $1.4 million of gains associated with the sale of customer in-house finance receivables; and $(1.0) million to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 1, Note 5, Note 11 and Note 14 for additional information.

Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes: a $2.2 million and $1.6 million charge, respectively, related to inventory charges recorded in conjunction with the Company’s restructuring activities; charges of $0.7 million and $37.3 million, respectively, primarily related to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities; and asset impairment charges of $1.5 million and $136.9 million, respectively. See Note 5, Note 14 and Note 16 for additional information.

(2)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes charges of $3.0 million and $7.6 million, respectively, related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities, and asset impairment charges of $21.2 million during the 39 weeks ended October 31, 2020. See Note 5, Note 14 and Note 16 for additional information.

(3)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a $0.2 million benefit recognized due to a change in inventory reserves previously recognized as part of the Company’s restructuring activities. See Note 5 for additional information.

(4)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $(1.7) million and $(2.3) million, respectively, to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 5 for additional information.

Operating income (loss) during the 39 weeks ended October 31, 2020 includes a net charge of $7.5 million related to the settlement of previously disclosed shareholder litigation matters, inclusive of expected insurance proceeds. Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a credit of $0.1 million and net charge of $0.3 million, respectively, primarily related to severance and professional services recorded in conjunction with the Company’s restructuring activities. See Note 5 and Note 21 for additional information.

nm Not meaningful.

Interest expense, net

For the 13 and 39 weeks ended October 30, 2021, net interest expense was $4.1 million and $12.4 million, respectively, compared to $9.1 million and $25.6 million in the 13 and 39 weeks ended October 31, 2020, respectively. The decrease in Fiscal 2022 is primarily due to lower average borrowings compared to prior year.

Income taxes

In the third quarter of Fiscal 2022, income tax expense was $9.1 million, an effective tax rate (“ETR”) of 8.9%, compared to the income tax expense of $21.3 million, an ETR of 69.6%, in the prior year comparable period. The ETR for the 13 weeks ended October 30, 2021 was lower than the US federal income tax rate primarily due to additional benefits of the CARES Act of $12.4 million related to carry back of the net operating losses incurred in Fiscal 2021, which was finalized and recognized as a discrete item during the third quarter of Fiscal 2022. The ETR for the 13 weeks ended October 31, 2020 was unfavorably impacted by the reduction in the anticipated benefit of the CARES Act for rate benefit of the net operating losses incurred in Fiscal 2021 projected to be carried

43

back to tax years with higher enacted tax rates and increase in valuation allowance recorded against certain US and state deferred tax assets.

In the 39 weeks ended October 30, 2021, income tax expense was $32.1 million, an ETR of 6.6%, compared to an income tax benefit of $105.4 million, an ETR of 28.1%, in the prior year comparable period. The ETR for the 39 weeks ended October 30, 2021 was lower than the US federal income tax rate primarily due to the favorable impact of the reversal of the valuation allowance recorded against certain state deferred tax assets. In the first quarter of Fiscal 2021, the Company recorded a valuation allowance on certain state deferred tax assets based primarily on its three-year cumulative loss position. During the second quarter of Fiscal 2022, the Company evaluated evidence to consider the reversal of the valuation allowance on its state net deferred tax assets and determined that there was sufficient positive evidence to conclude that it is more likely than not its state deferred tax assets are realizable. In determining the likelihood of future realization of the state deferred tax assets, the Company considered both positive and negative evidence. As a result, the Company believed that the weight of the positive evidence, including the cumulative income position in the three most recent years as of July 31, 2021 and forecasts for a sustained level of future taxable income, was sufficient to overcome the weight of the negative evidence, and thus recorded a $49.8 million tax benefit to release the valuation allowance against the Company's state deferred tax assets in the second quarter of Fiscal 2022. The year to date ETR in the prior year comparable period was primarily impacted by the anticipated tax benefit of $97.4 million relating to the CARES Act offset by the unfavorable impact of the valuation allowance recorded against certain US and state deferred tax assets of $66.9 million and the impairment of goodwill which was not deductible for tax purposes. Refer to Note 10 for additional information.

NON-GAAP MEASURES

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. For these reasons, internal management reporting also includes non-GAAP measures. Items may be excluded from GAAP financial measures when the Company believes this provides greater clarity to management and investors.

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 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 (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 indebtedness of the Company after consideration of liquidity available from cash balances on-hand.

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Cash and cash equivalents	$	1,516.9	$	1,172.5	$	1,332.6
Less: Loans and overdrafts	(0.3)		—		(3.6)
Less: Long-term debt	(147.0)		(146.7)		(1,036.2)
Net cash (debt)	$	1,369.6	$	1,025.8	$	292.8

44

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 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.

	39 weeks ended
(in millions)	October 30, 2021		October 31, 2020
Net cash provided by operating activities	$	483.9	$	606.7
Purchase of property, plant and equipment	(50.5)		(41.1)
Free cash flow	433.4		565.6
Proceeds from sale of in-house finance receivables	(81.3)		—
Adjusted free cash flow	$	352.1	$	565.6

3.     Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA

EBITDA is a non-GAAP measure defined as earnings before interest and income taxes, depreciation and amortization. EBITDA is an important indicator of operating performance as it excludes the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization costs. Adjusted EBITDA, as revised by the Company in Fiscal 2021, is a non-GAAP measure, defined as earnings before interest and income taxes, depreciation and amortization, share-based compensation expense, non-operating income (expense) and certain non-GAAP accounting adjustments. Reviewed in conjunction with net income (loss) and operating income (loss), management believes that EBITDA and adjusted EBITDA help in enhancing investors’ ability to evaluate and analyze trends regarding Signet’s business and performance based on its current operations. The revisions made in Fiscal 2021 and the Company’s overall methodology are further described in Item 7 of the Signet’s Fiscal 2021 Annual Report on Form 10-K. All periods below have been presented consistently with the revised calculation of adjusted EBITDA, as defined above.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Net income (loss)	$	92.6	$	9.3	$	455.6	$	(269.5)
Income tax expense (benefit)	9.1		21.3		32.1		(105.4)
Interest expense, net	4.1		9.1		12.4		25.6
Depreciation and amortization	39.2		45.5		122.9		130.3
Amortization of unfavorable contracts	(0.5)		(1.4)		(2.9)		(4.1)
EBITDA	$	144.5	$	83.8	$	620.1	$	(223.1)
Other non-operating expense, net	1.1		—		0.9		(0.3)
Share-based compensation	10.9		3.3		36.4		9.6
Other accounting adjustments
Restructuring charges - cost of sales	—		2.0		—		1.4
Restructuring charges	(1.7)		3.6		(3.3)		45.2
Asset impairments, net (1)	—		1.5		(0.3)		158.1
Rocksbox transaction-related costs	—		—		1.1		—
Gain on sale of in-house finance receivables	—		—		(1.4)		—
Shareholder settlement	—		—		—		7.5
Adjusted EBITDA	$	154.8	$	94.2	$	653.5	$	(1.6)

1) 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.

45

4.     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.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Operating income (loss)	$	106.9	$	39.7	$	501.0	$	(349.6)
Gain on sale of in-house finance receivables	—		—		(1.4)		—
Restructuring charges - cost of sales	—		2.0		—		1.4
Restructuring charges	(1.7)		3.6		(3.3)		45.2
Asset impairments, net (1)	—		1.5		(0.3)		158.1
Rocksbox transaction-related costs	—		—		1.1		—
Shareholder settlement	—		—		—		7.5
Non-GAAP operating income (loss)	$	105.2	$	46.8	$	497.1	$	(137.4)

(1) 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.

LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company’s primary sources of liquidity are cash on hand, cash provided by operations and availability under its senior unsecured asset-based revolving credit facility (the “ABL Revolving Facility”). As of October 30, 2021, the Company had approximately $1.5 billion of cash and cash equivalents and $147.9 million of outstanding debt, with $1.2 billion of availability under its ABL Revolving Facility.

The tenets of Signet’s capital strategy are: 1) investing in its business to drive growth in line with the Company’s overall business strategy; 2) ensuring adequate liquidity through a strong cash position and financial flexibility under its debt arrangements; and 3) returning excess cash to shareholders. Over time, Signet’s strategy is to reduce its adjusted leverage ratio (a non-GAAP measure as defined in Item 7 of the Signet’s Fiscal 2021 Annual Report on Form 10-K) to below 3.0x.

During the past three years under its Path-to-Brilliance transformation plan, the Company 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 three years laid the foundation for stronger than expected results and momentum beginning in the second half of Fiscal 2021, including prioritizing digital investments in both technology and talent, enhancing its new and modernized eCommerce platform and optimizing a connected commerce shopping journey for its customers. 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 through continued inventory reduction efforts. In addition, structural cost reductions during the past three years of the Company’s transformation strategy generated annual structural costs savings of approximately $300 million.

As the Company transitions to the next phase of its strategy, Inspiring Brilliance, it will continue to focus on working capital efficiency, optimizing its real estate footprint, and prioritizing transformational productivity to drive future cost savings opportunities, all of which are expected to be used to fuel strategic investments, grow the business, and enhance liquidity.

During Fiscal 2022, the Company made significant progress in line with its Inspiring Brilliance growth strategy through two key financial milestones. First, the Company renegotiated its $1.5 billion ABL Facility, as further described in Note 19, to extend the maturity until 2026 and allow overall greater financial flexibility to grow the business and provide an additional option to address the 2024 maturities for its 4.70% senior unsecured notes (“Senior Notes”) and Preferred Shares, if necessary.

Second, as described in Note 11, the Company entered into amended and restated receivable purchase agreements with CarVal and Castlelake regarding the purchase of add-on receivables on such Investors’ existing accounts, as well as the purchase of the Company-owned credit card receivables portfolio for accounts that had been originated through Fiscal 2021. These agreements provide Signet with improved terms for the next two years, as well as fully remove consumer credit risk from the balance sheet. During the second

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quarter of Fiscal 2022, Signet received cash proceeds of $57.8 million for the sale of these customer in-house finance receivables, as well as received $23.5 million from the Investors for the payment obligation of the remaining 5% of the receivables previously purchased in June 2018.

During Fiscal 2022 the Company also remained committed to its goal to return excess cash to shareholders. The Company has declared the first, second and third quarter Fiscal 2022 preferred share dividend payable in cash, and beginning in the second quarter of Fiscal 2022, elected to reinstate the dividend program on its common shares. In addition, on August 23, 2021, the Board authorized a reinstatement of repurchases under the Company’s 2017 Share Repurchase Program (the “2017 Program”), as well as an increase in the remaining amount of shares authorized for repurchase under the 2017 Program from $165.6 million to $225 million. The Company repurchased $41.1 million of shares under the 2017 Program during the third quarter of Fiscal 2022. See Note 7 for more details.

As described above, the Company acquired Diamonds Direct on November 17, 2021 for cash consideration of $504.6 million, net of cash acquired, and subject to customary post-closing adjustments per the Transaction Agreement. The acquisition of Diamonds Direct accelerates the Company’s growth through expansion of the Company’s market in accessible luxury and bridal, in line with its “Inspiring Brilliance” strategy.

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 returns to shareholders through either dividends or the share 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:

•changes in the level of inventory as a result of sales and other strategic initiatives;

•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 in Note 11, the Company has outsourced its entire credit card portfolio, and it receives cash from its outsourced financing partners (net of applicable fees) within two days of the customer sale. Offsetting these receipts, the Company’s largest operating expenses are the purchase of inventory, store occupancy costs (including rent), and payroll and payroll-related benefits.

Summary cash flow

The following table provides a summary of Signet’s cash flow activity for Fiscal 2022 and Fiscal 2021:

	39 weeks ended
(in millions)	October 30, 2021		October 31, 2020
Net cash provided by operating activities	$	483.9	$	606.7
Net cash used in investing activities	(63.0)		(37.7)
Net cash (used in) provided by financing activities	(78.1)		395.1
Increase in cash and cash equivalents	$	342.8	$	964.1
Cash and cash equivalents at beginning of period	$	1,172.5	$	374.5
Increase in cash and cash equivalents	342.8		964.1
Effect of exchange rate changes on cash and cash equivalents	1.6		(6.0)
Cash and cash equivalents at end of period	$	1,516.9	$	1,332.6

Operating activities

Net cash provided by operating activities was $483.9 million compared to net cash provided by operating activities of $606.7 million in the prior year comparable period. This decrease, as further described below, is primarily due to reduced cash inflows from working capital compared to the prior period as the Company worked to preserve cash as a result of business disruptions from the impacts of the pandemic, partially offset by higher net income in the current year period.

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•Net income was $455.6 million compared to net loss of $269.5 million in the prior year period, an increase of $725.1 million.

•Deferred taxes was a use of $20.1 million in the current period, compared to a source of $149.1 million in the prior year period. Changes in current income taxes was a use of $67.3 million in the current period compared to a use of $99.7 million in the prior year. The year over year change was primarily the result of the net operating loss carryback filed in the first quarter of Fiscal 2021 in accordance with the provisions of the CARES Act. This carryback resulted in collection of $164 million in the third quarter of Fiscal 2021, compared to estimated income tax payments of $118 million year to date in Fiscal 2022. Refer to Note 10 for more information.

•During the second quarter of Fiscal 2022, the Company sold its existing customer in-house finance receivables, as well as collected the payment obligation of the remaining 5% of the receivables previously sold in June 2018. This resulted in cash proceeds of $81.3 million. See Note 11 for further information.

•Cash used by inventory was $112.1 million compared to a source of $151.1 million in the prior year period. Inventory increased in the current year as a result of higher sales volume and as the Company builds inventory in preparation for the holiday shopping season, including the pull forward of purchases to mitigate potential supply chain disruptions. Inventory decreased in the prior year primarily due to store closures and cash management initiatives implemented as a result of COVID-19.

•Cash provided by accounts payable was $36.8 million compared to cash provided of $325.2 million in the prior year period. In the prior year period, as a result of cash management initiatives implemented as a result of the COVID-19, the Company began utilizing extended terms with its vendors and have maintained these extended terms throughout the current year.

•Cash provided by other assets and other receivables was $188.2 million in the prior year period and was driven primarily by the collection of insurance proceeds related to the shareholder litigation settlement described in Note 22. Offsetting these cash proceeds was the payment of the settlement amount during the prior year period, which resulted in cash used by accrued expenses and other liabilities of $192.5 million.

•Cash used for operating leases was $59.9 million in Fiscal 2022, compared to cash provided of $43.9 million in the prior year period, driven by the Company’s deferral of rent payments due beginning in April 2020, a substantial portion of which has been repaid to date during Fiscal 2022. See Note 15 for further information.

Investing activities

Net cash used in investing activities for the 39 weeks ended October 30, 2021 was $63.0 million compared to net cash used in investing activities of $37.7 million in the prior period. Cash used in Fiscal 2022 was primarily related to the acquisition of Rocksbox Inc. for $14.6 million (net of cash acquired) and capital expenditures of $50.5 million. Capital expenditures are associated with new stores, remodels of existing stores, and strategic capital investments in digital and IT. The Company reduced planned capital expenditures in Fiscal 2021 due to uncertainty around COVID-19; however, Signet has planned Fiscal 2022 capital investments in the range of $190 million to $200 million, of which $140 million to $145 million relates to capital expenditures for technology and banner differentiation, and $50 million to $55 million relates to digital and cloud innovation.

Stores opened and closed in the 39 weeks ended October 30, 2021:

Store count by segment	January 30, 2021	Openings	Closures	October 30, 2021
North America segment (1)	2,481	47	(26)	2,502
International segment (1)	352	—	(3)	349
Signet	2,833	47	(29)	2,851

(1)    The net change in selling square footage for Fiscal 2022 year to date for the North America and International segments was (0.4%) and (0.7%), respectively.

Financing activities

Net cash used in financing activities for the 39 weeks ended October 30, 2021 was $78.1 million, primarily due to the repurchase of common shares of $41.1 million and preferred and common dividends paid of $25.9 million.

Net cash provided by financing activities for the 39 weeks ended October 31, 2020 was $395.1 million, consisted primarily of net borrowings of $435.8 million partially offset by $27.1 million for dividend payments on common and preferred shares. See further information on debt movements below.

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Movement in cash and indebtedness

Cash and cash equivalents at October 30, 2021 were $1.5 billion compared to $1.3 billion as of October 31, 2020. Signet has cash and cash equivalents invested in various ‘AAA’ rated government 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.

As further described in Note 19, on July 28, 2021, the Company entered into an agreement to amend the ABL Revolving Facility. The amendment extends the maturity of the ABL Revolving Facility to July 28, 2026 and allows the Company to increase the size of the ABL Revolving Facility by up to $600 million.

At October 30, 2021, Signet had $147.9 million of outstanding debt, consisting almost entirely of $147.6 million of Senior Notes.

At October 31, 2020, Signet had $1.0 billion of outstanding debt, consisting of $147.6 million of Senior Notes, $790.0 million on the ABL Revolving Facility, $100.0 million on the FILO Term Loan Facility and $3.6 million of bank overdrafts. On March 19, 2020, as a prudent measure in response to COVID-19 to increase the Company’s financial flexibility and bolster its cash position, the Company elected to access $900 million on the ABL Revolving Facility. Subsequently in Fiscal 2021, the Company fully repaid the $100 million FILO Term Loan Facility and the outstanding balance of the ABL Revolving Facility. Refer to Note 19 for further information regarding the Company’s indebtedness.

The Company had stand-by letters of credit outstanding of $18.8 million as of October 30, 2021 that reduces borrowing capacity under the ABL Revolving Facility.

Net cash was $1.4 billion as of October 30, 2021 compared to net cash of $292.8 million as of October 31, 2020. Refer to the non-GAAP measures discussed above for the definition of net cash (debt) and reconciliation to its most comparable financial measure presented in accordance with GAAP.

As of October 30, 2021, January 30, 2021 and October 31, 2020, the Company was in compliance with all debt covenants.

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. However, in Fiscal 2022, Signet has experienced shifts in discretionary spending and consumer behavior that may cause the fourth quarter to account for a lower percentage of annual sales and profits. The “Holiday Season” consists of results for the months of November and December, with December being the highest volume month of the year.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with US GAAP 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 financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to the valuation of accounts receivables, inventories, deferred revenue, derivatives, employee benefits, income taxes, contingencies, asset impairments, leases, indefinite-lived intangible assets, depreciation and amortization of long-lived assets and accounting for business combinations. Management bases the estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances. Actual results may differ from these estimates. There have been no material changes to the critical accounting policies and estimates disclosed in Signet’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC on March 19, 2021.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The Company and certain of its subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q, have guaranteed obligations under the 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 6) and 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 “Parent”) of the Issuer, and certain of its subsidiary guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

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.

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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 US federal bankruptcy law and comparable provisions of 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 Guarantor 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.

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)	October 30, 2021		January 30, 2021
Total current assets	$	4,068.0	$	3,799.6
Total non-current assets	2,253.8		2,475.9
Total current liabilities	2,276.2		2,357.1
Total non-current liabilities	3,453.6		3,578.7
Redeemable preferred stock	651.7		642.3
Total due from Non-Guarantors (1)	381.2		395.9
Total due to Non-Guarantors (1)	1,646.8		1,695.0

(1)    Amounts included in asset and liability subtotals above.

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	Summarized Statements of Operations
	39 weeks ended		Year Ended
(in millions)	October 30, 2021		January 30, 2021
Sales	$	4,656.8	$	4,894.8
Gross margin	1,923.8		1,681.7
Income before income taxes (2)	440.5		161.1
Net income (2)	414.8		240.1

(2)    Includes net expense from intercompany transactions with Non-Guarantors of $60.0 million for the 39 weeks ended October 30, 2021 and income of $231.2 million for the year ended January 30, 2021. Intercompany transactions primarily include intercompany dividends and interest.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Signet is exposed to market risk 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 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 certain of the International 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 hedges a significant portion of forecasted merchandise purchases using commodity forward contracts. Additionally, the North America segment occasionally enters into forward foreign currency exchange contracts to manage the currency fluctuations associated with purchases for our Canadian operations. These contracts are entered into with large, reputable financial institutions, thereby minimizing the credit exposure from our counterparties.

Signet has significant amounts of cash and cash equivalents invested in various ‘AAA’ rated government 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.

Signet’s market risk profile as of October 30, 2021 has not materially changed since January 30, 2021. The market risk profile as of January 30, 2021 is disclosed in Signet’s Annual Report on Form 10-K, filed with the SEC on March 19, 2021.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended. Based on this review, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of October 30, 2021.

Changes in Internal Control over Financial Reporting

During the third quarter of Fiscal 2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 22 of the Condensed Consolidated Financial Statements set forth in Part I of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is supplementing the risk factors previously disclosed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended January 30, 2021 with the following risk factors, which should be read in conjunction with the other risk factors presented in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 that was filed with the SEC on March 19, 2021.

The outbreak of COVID-19 has had 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 our business, financial condition, results of operations and cash flows and 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 adversely impacted and could continue to adversely impact our business. COVID-19 significantly impacted consumer traffic and our retail sales during Fiscal 2021, due to the public health risk and government-imposed quarantines and restrictions of public gatherings and commercial activity to contain spread of the virus. In March 2020 we temporarily closed all of our stores in North America, our diamond operations in New York, our support centers in the United States, and effective March 24, 2020, temporarily closed all of our stores in the UK. During the fourth quarter of Fiscal 2021, both the UK and certain provinces of Canada re-established mandatory store closures. The shutdown of our New York diamond operations disrupted, to some extent, the growth of our eCommerce business. Our business may be further impacted if the economy deteriorates due to the ongoing COVID-19 pandemic, or if additional federal or state mandates order the shutdown of our stores, support centers or distribution centers. Further, due to COVID-19, we have recorded and may continue to record non-cash asset impairment charges, which may affect our operating results under US GAAP.

While we originally re-opened our stores consistent with government guidelines in the second quarter of Fiscal 2021, in connection with the widespread protests across the country and out of concern for the well-being of our customers and employees, we made the decision to temporarily close a small percentage of our stores at different points throughout the remainder of Fiscal 2021. A resumption of widespread protesting could result in similar impacts to our operations. Additionally, there is significant uncertainty around our customers’ willingness to continue to visit retail stores, particularly if the community transmission rates or health implications of new COVID-19 variants, such as the Omicron variant, create heightened risks. 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 our 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 our 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 our employees become sick, continue to be quarantined, or are otherwise limited in their ability to work at Company locations or travel. We 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 our information systems such as the risk of cybersecurity incidents or system failures, which could have an adverse effect on our business.

The uncertainty around the duration of business disruptions, the possibility of additional periods of increases or spikes in the number of COVID-19 cases; the impact of vaccines across the globe; and the extent of the spread of the virus 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. Additionally, the recent US Federal COVID-19 vaccine mandate could negatively impact our ability to attract and retain team members. On November 5, 2021, the United States Department of Labor’s Occupational Safety and Health Administration (“OSHA”), issued an emergency temporary standard entitled “COVID-19 Vaccination and Testing; Emergency Temporary Standard” which mandates COVID-19 vaccinations or weekly COVID-19 testing for all US employers with 100 or more employees effective beginning January 4, 2022. Legal challenges to this standard are currently underway, and while there is currently a judicial stay ordering that OSHA take no steps to implement or enforce the Temporary Standard, there is uncertainty whether the Temporary Standard will eventually take effect and when. This mandate could increase the challenges of recruiting and retaining our team members particularly at our stores and distribution centers, increase expenses and pose operational issues with respect to weekly testing requirements. If we are unable to continue to recruit and retain quality team members, including store and distribution center personnel, it could hinder our long-term strategies and success, and negatively impact our growth and profitability.

In the event of a prolonged economic downturn or acute recession, significant inflation, or increased supply chain shortages impacting our customers, suppliers, employees, products, stores or the economy as a whole, consumer spending habits could be adversely

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affected, and we could experience lower than expected sales and profitability. 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 our operations, financial performance, and liquidity, depends on future developments that are uncertain and unpredictable, 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 our results of operations or cash flows.

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 the “Risk Factors” section in our annual report on Form 10-K for the year ended January 30, 2021. See the COVID-19 Update within Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the potential impact of COVID-19 on our business operations.

A decline in consumer spending may unfavorably impact Signet’s future sales and earnings, particularly if such decline occurs during the Holiday shopping season.

Our financial performance is highly dependent on US consumer confidence and the health of the US economy. The economic conditions in the US, the UK and Europe could impact our 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, 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, 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 our sales are highly seasonal, a change in any one of these economic conditions during the Holiday shopping season could have an increased adverse impact on our sales.

Consumer spending may be 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; 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 such as the Omicron variant); or lockdowns of our stores, support centers or distribution centers due to governmental mandates or social unrest. Any 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 a positive impact on our sales and when removed 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. 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 reduce excess inventory, which could also have a material adverse effect on our margins and operating results.

Our business has historically been highly seasonal, with a significant proportion of our sales and operating profit generated during our fourth quarter, which includes the Holiday shopping season. We expect to continue experiencing a seasonal fluctuation in sales and earnings. Therefore, there is limited ability for us to compensate for shortfalls in fourth quarter sales or earnings by changes in our operations and strategies in other quarters, or to recover from any extensive disruption during the fourth quarter due to any of the factors noted elsewhere in this risk factor, particularly if lockdowns or weather events have an impact on a significant number of stores in the last few days immediately before Christmas Day or disruptions to warehousing, store replenishment systems or our ability to fulfill orders during the Holiday shopping season.

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 shopping 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, if our competitive position deteriorates, or if pent up demand due to COVID-19 restrictions causes consumers to shift spending to more experience oriented categories such as travel, concerts, and restaurants, our sales and operating profits would be adversely impacted.

53

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 to 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 difficulty or delay in executing or integrating an acquisition, a business combination or a major business or strategic initiative may result in expected returns and other projected benefits from such an exercise not being realized.

Most recently Signet acquired Diamonds Direct during the fourth quarter of Fiscal 2022. There is always the potential for difficulty or delay in execution and integration of an acquisition, a business combination, a major business or strategic initiative including our direct diamond sourcing capabilities, or a strategic plan, such as our Inspiring Brilliance plan, that may prevent us from realizing expected returns and other projected benefits from such exercises during the anticipated timeframe or at all. The long-term growth of our business depends on the successful execution of our evolving business and strategic initiatives. Any number of factors could impact the success of these initiatives, many of which are out of our control, and there can be no assurance that they will be successful or deliver their anticipated benefits. Some initiatives may require us to devote significant management, financial and other resources and may expose us to new and unforeseen risks and challenges. We may also incur significant asset impairment and other charges in connection with any such initiative.

The acquisition of companies with operating margins lower than ours may cause an overall lower operating margin. Our current borrowing agreements place certain limited constraints on our ability to make an acquisition or enter into a business combination, and future borrowing agreements could place tighter constraints on such actions. 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. For example, we experienced disruptions in our information technology systems and processes during our credit outsourcing transition in 2017, including server interruptions and downtime, which resulted in calls to customer service centers leading to long wait times.

If we are 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 our results of operations.

Our ability to protect our physical assets or intellectual property could have a material adverse impact on our brands, reputation and operating results.

Our 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 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.

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

54

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of equity securities

The following table contains the Company’s repurchases of equity securities in the third quarter of Fiscal 2022:

Period	Total number of shares purchased (1)	Average price paid per share (2)		Total number of shares purchased as part of publicly announced plans or programs (3)	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
August 1, 2021 to August 28, 2021	968	$	73.39	—	$	225,000,000
August 29, 2021 to September 25, 2021	4,501	$	83.27	—	$	225,000,000
September 26, 2021 to October 30, 2021	467,256	$	88.02	466,568	$	183,922,862
Total	472,725	$	87.94	466,568	$183,922,862

(1)    Includes 6,157 shares delivered to Signet by employees to satisfy minimum tax withholding obligations due upon the vesting of restricted share awards under share-based compensation programs. These shares are not repurchased in connection with any publicly announced share repurchase programs.

(2)    The average price paid per share excludes commissions paid of $9,331 in connection with the repurchases made under the 2017 Share Repurchase Program (the “2017 Program”).

(3)    In June 2017, the Board of Directors authorized the repurchase of up to $600.0 million of Signet’s common shares. The 2017 Program may be suspended or discontinued at any time without notice. In August 2021, the Board of Directors authorized the increase in the remaining share repurchase under the 2017 Program of up to $225.0 million.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Number	Description of Exhibits
2.1*#	Transaction Agreement, by and among Sterling Jewelers Inc., Diamonds Direct USA, Inc., Diamonds Direct Acquisition, LLC, and Rhino Holdings L.P., dated October 8th, 2021
22.1*	List of Subsidiary Guarantors
31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
#	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

55

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 thereunto duly authorized.

		Signet Jewelers Limited
Date:	December 2, 2021	By:	/s/ Joan Hilson
		Name:	Joan Hilson
		Title:	Chief Financial and Strategy Officer (Principal Financial Officer)

56

EX-2.1

Exhibit 2.1

REDACTED VERSION

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [****], HAS BEEN OMITTED BECAUSE SIGNET JEWELERS LIMITED HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGNET JEWELERS LIMITED IF PUBLICLY DISCLOSED.

TRANSACTION AGREEMENT

by and among

STERLING JEWELERS INC.,

DIAMONDS DIRECT USA INC.,

DIAMONDS DIRECT ACQUISITION, LLC

and

RHINO HOLDINGS L.P.

Dated as of October 8, 2021

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS    2

ARTICLE II CONTRIBUTION OF THE HOLDINGS NOTE; PURCHASE AND SALE OF THE HOLDINGS INTERESTS; AND THE MERGER    17

Section 2.1Contribution of the Holdings Note and Purchase and Sale of the Holdings Interest.    17

Section 2.2The Merger.    17

Section 2.3Conversion of Outstanding Capital Stock.    18

Section 2.4RSU and Option Payments.    18

Section 2.5Computation of the Closing Cash Consideration.    19

Section 2.6The Closing.    20

Section 2.7Payments at Closing.    20

Section 2.8Adjustment of Pre-Closing Estimates.    22

Section 2.9Certain Compensatory Payments.    26

Section 2.10Withholding.    26

Section 2.11Rollover Amounts.    27

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY    27

Section 3.1Organization and Good Standing of the Company.    27

Section 3.2Authorization by the Company.    27

Section 3.3Subsidiaries.    28

Section 3.4Governmental Filings.    29

Section 3.5Capital Structure.    29

Section 3.6Financial Statements.    30

Section 3.7No Undisclosed Liabilities.    32

Section 3.8No Conflict or Violation.    32

Section 3.9Legal Proceedings.    33

Section 3.10Personal Property.    33

Section 3.11Real Property.    34

Section 3.12Taxes.    35

Section 3.13Absence of Certain Changes.    37

Section 3.14Material Contracts.    39

Section 3.15Labor and Employees.    41

Section 3.16Compliance With Laws; Permits.    43

Section 3.17Environmental Matters.    44

Section 3.18Employee Benefit Plans.    44

Section 3.19Intellectual Property; Data Privacy.    46

Section 3.20Insurance.    48

    -i-

TABLE OF CONTENTS (continued)

Page

Section 3.21Affiliate Transactions.    49

Section 3.22Financial Advisors.    49

Section 3.23Material Customers.    50

Section 3.24Material Suppliers.    50

Section 3.25Books and Records.    51

Section 3.26Warranties; Products    51

Section 3.27COVID-19.    51

Section 3.28Export and Import Control, and Anti-Corruption Matters.    52

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER    53

Section 4.1Organization.    53

Section 4.2Authorization.    53

Section 4.3No Conflict or Violation.    53

Section 4.4Legal Proceedings.    54

Section 4.5Brokers’ Fees.    54

Section 4.6Ownership of Holdings Interests.    54

ARTICLE V REPRESENTATIONS AND WARRANTIES OF HOLDINGS    54

Section 5.1Organization.    54

Section 5.2Authorization.    55

Section 5.3No Conflict or Violation.    55

Section 5.4Legal Proceedings.    56

Section 5.5Capitalization.    56

Section 5.6Taxes.    56

Section 5.7No Prior Operation of Holdings.    58

Section 5.8Brokers’ Fees.    59

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER    59

Section 6.1Organization.    59

Section 6.2Authorization by Purchaser.    59

Section 6.3Governmental Filings.    59

Section 6.4No Conflict or Violation.    60

Section 6.5Legal Proceedings.    60

Section 6.6Funding.    60

Section 6.7Investment Representation.    60

Section 6.8Due Diligence Review; Projections.    61

Section 6.9Solvency.    61

Section 6.10Brokers’ Fees.    62

ARTICLE VII NO OTHER REPRESENTATIONS OR WARRANTIES    62

ARTICLE VIII COVENANTS    62

Section 8.1Conduct of the Company’s Business.    62

    -ii-    

TABLE OF CONTENTS (continued)

Page

Section 8.2Publicity.    64

Section 8.3Confidentiality.    65

Section 8.4Access to Information.    66

Section 8.5Filings and Authorizations, Including HSR Act.    67

Section 8.6Director and Officer Liability; Indemnification.    69

Section 8.7Commercially Reasonable Efforts.    70

Section 8.8Further Assurances.    70

Section 8.9Resignations.    71

Section 8.10Employees.    71

Section 8.11Exclusivity.    72

Section 8.12R&W Insurance Policy.    72

Section 8.13Termination of Specified Affiliate Agreements    73

Section 8.14Payoff Letters and Invoices    73

Section 8.15Incorporation of Merger Subsidiary    73

Section 8.16Tax Matters.    74

Section 8.17Obligations of Purchaser    77

Section 8.18Disqualifying Management Event    77

ARTICLE IX CONDITIONS TO CLOSING    77

Section 9.1Conditions to Obligations of Purchaser.    77

Section 9.2Conditions to Obligations of the Company.    80

ARTICLE X SURVIVAL    81

ARTICLE XI TERMINATION    81

Section 11.1Termination of Agreement.    81

Section 11.2Effect of Termination.    83

Section 11.3Termination Fee.    83

ARTICLE XII MISCELLANEOUS    84

Section 12.1Assignment; Binding Effect.    84

Section 12.2Release.    85

Section 12.3Choice of Law.    86

Section 12.4Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.    86

Section 12.5Notices.    87

Section 12.6Headings.    88

Section 12.7Fees and Expenses.    89

Section 12.8Entire Agreement.    89

Section 12.9Interpretation.    89

Section 12.10Disclosure.    90

Section 12.11Waiver and Amendment.    90

    -iii-    

TABLE OF CONTENTS (continued)

Page

Section 12.12Third-Party Beneficiaries.    90

Section 12.13Enforcement.    90

Section 12.14Severability.    91

Section 12.15Counterparts; Facsimile Signatures.    91

Section 12.16No Right of Setoff.    92

Section 12.17Time is of the Essence.    92

Section 12.18Stakeholder Representative.    92

Section 12.19Conflict Waiver.    95

Section 12.20Privileged Communications.    95

Section 12.21No Waiver of Privilege; Protection from Disclosure or Use.    96

Section 12.22Data Room.    96

Exhibits:

Exhibit A    -    Form of Joinder

Exhibit B    -    Form of Support Letter

Exhibit C    -    Form of Escrow Agreement

Exhibit D    -    Form of Certificate of Merger
Exhibit E    -    Net Working Capital

Exhibit F    -    Form of Letter of Transmittal

Exhibit G    -    R&W Insurance Policy

Exhibit H    -    Form of Termination

    -iv-    

INDEX OF DEFINED TERMS

Page                            Page

280G Approval.......................................... 75

280G Payment........................................... 74

280G Waiver............................................. 74

Accounting Methodology............................ 2

Acquired Companies................................... 1

Acquisition Proposal................................. 72

Action.......................................................... 2

Affidavit of Lost Certificate...................... 22

Affiliate....................................................... 2

Agreement................................................... 1

Annual Financial Statements.................... 30

Benefit Plan............................................... 44

Berger.......................................................... 3

Berger Agreement....................................... 3

Business Day............................................... 3

Business IPR............................................. 46

Certificate of Merger................................. 17

Certificates................................................ 21

Class A Common Stock.............................. 1

Class B Common Stock.............................. 3

Closing...................................................... 20

Closing Cash............................................... 3

Closing Cash Consideration........................ 3

Closing Date.............................................. 20

Closing Indebtedness.................................. 3

Closing Per Share Cash Consideration....... 3

Code............................................................ 3

Common Stock............................................ 4

Company..................................................... 1

Company Disclosure Letter......................... 4

Company Fundamental Representations..... 4

Company Indemnitees............................... 69

Company IPR.............................................. 4

Company IPR Agreements........................ 46

Company Marketing Materials................. 48

Company Option......................................... 4

Company Option Closing Payment............. 4

Company Options........................................ 4

Company RSU............................................ 4

Company RSU Closing Payment................ 4

Company RSUs........................................... 4

Confidentiality Agreement.......................... 4

Contract....................................................... 4

Controlled Group Member.......................... 4

Copyrights................................................... 9

Counsel...................................................... 95

COVID-19................................................... 4

COVID-19 Assistance............................... 52

COVID-19 Measures.................................. 4

Current Assets............................................. 5

Current Income Taxes................................. 5

Current Liabilities....................................... 5

Current Policies......................................... 69

Current Representation.............................. 95

Data Site.................................................... 90

DGCL.......................................................... 5

Dispute Notice........................................... 22

Disqualifying Management Event............... 5

Disqualifying Management Event Termination Period ........................................................ 83

Distribution................................................. 6

Distribution Per Share Amount................... 6

Effective Time............................................. 6

Employee..................................................... 6

Employment Agreements............................ 2

Encumbrance............................................... 6

Enforceability Exceptions......................... 28

Environmental Laws................................. 44

Equity Incentive Plan.................................. 6

Equity Interests............................................ 6

ERISA......................................................... 6

Escrow Account.......................................... 6

Escrow Agent.............................................. 6

Escrow Agreement...................................... 6

Escrow Amount........................................... 6

Estimated Closing Cash............................ 19

Estimated Closing Indebtedness............... 19

Estimated Current Income Taxes.............. 19

Estimated Net Working Capital................ 19

Estimated Net Working Capital Difference 19

Estimated Unpaid Transaction Expense Amount ...................................................... 19

Final Adjustment Amount........................... 6

Final Closing Cash.................................... 24

Final Closing Indebtedness....................... 24

Final Current Income Taxes...................... 24

Final Net Working Capital Difference...... 24

Final Unpaid Transaction Expense Amount 24

Financial Statements................................. 30

Fraud........................................................... 7

FTC........................................................... 68

FTC Delay Period..................................... 68

FTC Letter................................................. 68

    -v-

INDEX OF DEFINED TERMS (continued)

Page                            Page

FTC Letter Extension Notice.................... 20

Fully Diluted Number................................. 7

GAAP.......................................................... 7

Governmental Entity................................... 7

Governmental Filings................................ 29

Hazardous Substances................................. 7

Healthcare Reform Laws........................... 45

Holder.......................................................... 7

Holder Released Persons........................... 86

Holder Releasing Parties........................... 85

Holders........................................................ 7

Holdings...................................................... 1

Holdings Acquisition.................................. 1

Holdings Consideration............................. 17

Holdings Contribution............................... 17

Holdings Distribution Amount.................... 8

Holdings Fundamental Representations...... 8

Holdings Interests........................................ 1

Holdings Note............................................. 8

HSR Act...................................................... 8

Incidental License....................................... 8

Indebtedness................................................ 8

Indemnity Agreement................................ 69

Independent Accounting Firm..................... 9

Information Systems................................... 9

Insurance Policies...................................... 48

Intellectual Property Licenses..................... 9

Intellectual Property Rights........................ 9

Interim Balance Sheet Date....................... 30

Interim Financial Statements.................... 30

IRS............................................................. 44

Joinder Agreement...................................... 1

Kimberley Process.................................... 10

Knowledge of the Company...................... 10

Law............................................................ 10

Leased Property......................................... 34

Leases........................................................ 34

Letter of Transmittal................................. 21

Liability..................................................... 10

Material Adverse Effect............................ 10

Material Contracts..................................... 39

Material Customers................................... 50

Material Suppliers..................................... 50

Merger......................................................... 1

Merger Subsidiary....................................... 1

Net Working Capital................................. 11

Net Working Capital Difference............... 11

Option Payment......................................... 19

Option Payments....................................... 19

Order......................................................... 11

Organizational Documents........................ 11

Outside Date.............................................. 82

Patents......................................................... 9

Pension Plan.............................................. 45

Permit........................................................ 11

Permitted Encumbrances........................... 11

Person........................................................ 12

Personally Identifiable Information.......... 12

Post-Closing Representation..................... 95

Preliminary Closing Cash......................... 22

Preliminary Closing Indebtedness............. 22

Preliminary Closing Statement................. 22

Preliminary Current Income Taxes........... 22

Preliminary Net Working Capital............. 22

Preliminary Unpaid Transaction Expense Amount ..................................................... 22

Privacy and Information Security Requirement ............................................. 12

Privileged Deal Communications............. 13

Products..................................................... 51

Protected Information................................ 65

Purchase Price Measurement Time........... 13

Purchaser..................................................... 1

Purchaser Disclosure Letter...................... 13

Purchaser Fundamental Representations.. 13

Purchaser Released Parties........................ 85

Purchaser Releasing Parties...................... 85

Qualifying Termination............................. 84

R&W Insurance Policy............................. 72

Remedial Action........................................ 67

Representatives......................................... 13

Restrictive Covenant Agreements............. 13

Rollover Agreements................................ 13

RSU Payment............................................ 19

RSU Payments.......................................... 19

Seller........................................................... 1

Seller Fundamental Representations......... 13

Seller Group.............................................. 95

Side Letter Agreement.............................. 13

Software.................................................... 10

Solvent....................................................... 13

Stakeholder Representative......................... 1

Stakeholder Representative Expenses....... 93

    -vi-    

INDEX OF DEFINED TERMS (continued)

Page                            Page

Stakeholder Representative Holdback Amount ......................................................14

Stockholder Approval............................... 14

Stockholders.............................................. 14

Straddle Period.......................................... 14

Subsidiary.................................................. 14

Support Letter.............................................. 1

Supporting Holders..................................... 1

Surviving Corporation............................... 17

Tail Policy................................................. 69

Target Net Working Capital...................... 14

Tax............................................................. 14

Tax Return................................................. 14

Taxing Authority....................................... 14

Termination Fee........................................ 83

Trade Secrets............................................. 10

Trademarks................................................ 10

Transaction Agreements............................ 15

Transaction Expenses................................ 15

Transaction Tax Deductions..................... 15

Transition Period....................................... 71

TTD NOL Carryforward........................... 76

Unpaid Transaction Expenses................... 16

Waiving Parties......................................... 95

WARN Act................................................ 42

    -vii-    

TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT (this “Agreement”) is made and entered into and effective as of the 8th day of October, 2021, by and among (i) Sterling Jewelers Inc., a Delaware corporation (“Purchaser”), (ii) Diamonds Direct USA Inc., a Delaware corporation (the “Company” and together with its Subsidiaries, the “Acquired Companies”), (iii) Diamonds Direct Acquisition, LLC, a Delaware limited liability company (“Holdings”) and (iv) Rhino Holdings L.P., a Delaware limited partnership (the “Seller,” and when used solely in its capacity as the stakeholder representative, the “Stakeholder Representative”).

RECITALS

WHEREAS, Holdings and the other Stockholders (as defined below) collectively own all of the Company’s issued and outstanding shares of Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”), which represents all of the outstanding shares of Common Stock;

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Purchaser desires to purchase from the Seller, and the Seller desires to sell to Purchaser, all of the issued and outstanding membership interests of Holdings (the “Holdings Interests”, and such sale of the Holdings Interests, the “Holdings Acquisition”);

WHEREAS, prior to the Closing, Holdings will cause to be formed a wholly-owned subsidiary of Holdings that is a Delaware corporation (“Merger Subsidiary”) and cause Merger Subsidiary to execute a joinder substantially in the form attached hereto as Exhibit A (the “Joinder Agreement”) to become party to this Agreement;

WHEREAS, the general partner of the Seller has approved this Agreement and the consummation of the transactions contemplated hereby to which the Seller is party (including the sale of the Holdings Interests and the contribution of the Holdings Note to Holdings) on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the respective boards of directors and member, as applicable, of Purchaser, Holdings and the Company have approved this Agreement and the consummation of the transactions contemplated hereby to which Purchaser, Holdings or the Company, respectively, is party (including the merger of Merger Subsidiary with and into the Company (the “Merger”)) on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the board of directors of Merger Subsidiary will have, in connection with executing the Joinder Agreement, approved this Agreement, the Joinder Agreement and the consummation of the transactions contemplated hereby to which Merger Subsidiary is party (including the Merger) on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, all of the Stockholders (the “Supporting Holders”) have executed and delivered to the Purchaser that certain support letter, dated as of the date of this Agreement in the form attached hereto as Exhibit B (the “Support Letter”), by and among the Purchaser, the Company and the Supporting Holders, pursuant to which the

    -1-

Supporting Holders, among other things, have (i) agreed to approve and adopt this Agreement and the Merger and (ii) approved the designation of Rhino Holdings, L.P. as the Stakeholder Representative with respect to this Agreement;

WHEREAS, the Company and certain employees of the Company have executed and delivered to the Purchaser those certain employment agreements, dated as of the date of this Agreement and effective upon the consummation of the transactions contemplated by this Agreement (the “Employment Agreements”); and

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement. In addition, for purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this ARTICLE I.

“Accounting Methodology” means, except to the extent set forth on Section 1.1 of the Company Disclosure Letter, GAAP applied using the same accounting methods, principles, policies, practices and procedures, with consistent classification as were used in preparing the Financial Statements for the one-year period ended December 31, 2020, applied on a consistent basis, in all cases, to the extent the foregoing are consistent with GAAP; provided, however, that such methods, principles, policies, practices and procedures shall not (1) take into account any changes in circumstances or events occurring after the opening of business on the Closing Date (provided that, for the sake of clarity, any circumstances or events that existed at the Closing Date, whether or not known as of the Closing, shall not be excluded (and may be taken into account to the extent permitted by GAAP)), or (2) include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, if any accounting methods, principles, policies, practices or procedures used in the preparation of the Financial Statements for the one-year period ended December 31, 2020 are inconsistent with GAAP, GAAP shall prevail.

“Action” means any action, claim, demand, audit, examination, litigation, investigation, complaint, petition, suit, arbitration or other proceeding, whether civil or criminal, at Law or in equity, by or before any arbitral body of competent jurisdiction or any Governmental Entity.

“Affiliate” means a Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person; provided, that, except pursuant to ARTICLE VII, Section 8.3(b), Section 8.4(b), Section 8.12 or Section 12.2, in no event shall (A) any portfolio company of any investment fund or account managed by or affiliated with Blackstone Inc., (B) any investment fund or account managed by or affiliated with Blackstone Inc., or (C) any management or advisory entity affiliated with Blackstone Inc., be considered an Affiliate of Seller. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the

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management and policies of such other Person, whether through the ownership of voting securities, by Contract or otherwise.

“Berger” means Itay Berger, a natural person.

“Berger Agreement” means that certain Agreement to Acquire Berger Shares, dated as of the date hereof, by and among Berger, Seller, Holdings and Purchaser.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks are permitted to be closed in New York, New York.

“Class B Common Stock” means Class B common stock of the Company, par value $0.01 per share.

“Closing Cash” means the aggregate amount (which may be a negative number) of all of the cash and cash equivalents (including amounts held in bank accounts, marketable securities and short term investments, deposits in transit and uncashed checks, wires and drafts (provided that there is a reduction in receivables on account thereof, to the extent there is an underlying receivable)), receivables in respect of pending credit card charges, in each case determined in accordance with the Accounting Methodology as of the Purchase Price Measurement Time. For the avoidance of doubt, “Closing Cash” shall (A) be reduced by issued but uncleared checks and drafts and pending electronic debits by the Acquired Companies, in each case, to the extent that there has been a reduction of payables on account thereof, and (B) exclude all amounts described on Section 1.2(a) of the Company Disclosure Letter in respect of rebates due to the Company from Wells Fargo in respect of consumer credit card programs and certificates of deposit of the Acquired Companies. The calculation of Closing Cash shall also take into account, and be reduced by, any cash or cash equivalents (i) distributed or paid to (or on behalf of) any Holder or any of their respective Affiliates (in their capacities as Holders of the Acquired Companies and not in their capacities as employees or independent contractors of the Acquired Companies), or (ii) utilized to repay Indebtedness of any Acquired Company or pay any Transaction Expenses, in each case, following the Purchase Price Measurement Time and prior to the Closing.

“Closing Cash Consideration” means the amount equal to four hundred ninety million dollars ($490,000,000), minus (1) the Escrow Amount, minus (2) the Stakeholder Representative Holdback Amount, plus (3) Estimated Closing Cash, minus (4) Estimated Closing Indebtedness, minus (5) Estimated Unpaid Transaction Expense Amount, plus (6) the Estimated Net Working Capital Difference, minus (7) the Estimated Current Income Taxes.

“Closing Indebtedness” means Indebtedness as of immediately prior to the Closing.

“Closing Per Share Cash Consideration” means an amount equal to the quotient of (1) the sum of (a) Closing Cash Consideration and (b) the aggregate dollar amount that would have been payable to the Company as the exercise price for the exercise of all Company Options, divided by (2) the Fully Diluted Number.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Common Stock”means, collectively, the Class A Common Stock and the Class B Common Stock.

“Company Disclosure Letter” means the disclosure letter of the Company referred to in, and delivered simultaneous with the execution hereof pursuant to, this Agreement.

“Company Fundamental Representations” means the representations and warranties of the Company set forth in Section 3.1 (Organization and Good Standing of the Company), Section 3.2 (Authorization by the Company), Section 3.3 (Subsidiaries), Section 3.5(a) and Section 3.5(b) (Capital Structure), Section 3.8(c) (No Conflict or Violation), and Section 3.22 (Financial Advisors).

“Company IPR” means all the Intellectual Property Rights owned or purported to be owned, in whole or in part, by any of the Acquired Companies.

“Company Option” means each option to purchase shares of Common Stock from the Company that was granted under the Equity Incentive Plan.

“Company Option Closing Payment” means the aggregate Option Payments made in accordance with Section 2.4(b).

“Company Options” means all Company Options.

“Company RSU” means each restricted stock unit granted by the Company under the Equity Incentive Plan.

“Company RSU Closing Payment” means the aggregate RSU Payments made in accordance with Section 2.4(b) (RSU and Option Payments).

“Company RSUs” means all Company RSUs.

“Confidentiality Agreement” means that certain Mutual Confidentiality Agreement, dated as of June 22, 2021, by and between Signet Group Services US Inc. and the Company.

“Contract” means any written or oral contract, agreement, commitment, understanding, franchise, indenture, lease, license, note, bond or mortgage.

“Controlled Group Member” means each Acquired Company, Holdings, and Seller, and any Person, trade, or business, whether or not incorporated, which is required to be aggregated with any Acquired Company, Holdings, or Seller under Section 414(b), (c), (m), or (o) of the Code.

“COVID-19” means the infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2 or any mutation or variation thereof).

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, shut down, closure, or any other Law, Order, directive, guideline or recommendation by any Governmental Entity in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act.

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“Current Assets” means, as of the Purchase Price Measurement Time, the Acquired Companies’ current assets included within the categories of line items set forth on Section 1.3 of the Company Disclosure Letter, each calculated in accordance with the Accounting Methodology and consistent with, and subject to any adjustments set forth in the sample calculation set forth on Section 1.3 of the Company Disclosure Letter, and excluding any income Tax assets, any employee retention credits and any Closing Cash. The calculation of Current Assets shall also take into account, and be reduced by, any current assets (i) distributed or paid to (or on behalf of) any Holder or any of their respective Affiliates (in their capacities as Holders of the Acquired Companies and not in their capacities as employees or independent contractors of the Acquired Companies), or (ii) utilized to repay Indebtedness of any Acquired Company or pay any Transaction Expenses, in each case, following the Purchase Price Measurement Time and prior to the Closing.

“Current Income Taxes” means an amount, which may not be less than zero (0) in any jurisdiction, equal to (A) the unpaid income Tax liabilities of Holdings or an Acquired Company, including any Taxes deferred pursuant to Section 965(h) of the Code (regardless of whether currently due), for any taxable period (or portion thereof) beginning on or after January 1, 2020 and ending on or before the Closing Date for which a Tax Return has not been filed, minus(B) the sum of (i) any estimated Tax payments for a taxable period for which a Tax Return has not been filed as of the Closing Date, and (ii) any overpayments of Tax shown on a Tax Return that has been filed as of the Closing Date, in either case (i) or (ii) available to be applied to reduce the particular income Tax liability with respect to which such payment or overpayment relates; provided that in the case of clauses (A) and (B), only in those jurisdictions in which Holdings or such Acquired Company, as applicable, has previously filed Tax Returns for income Taxes or in which Holdings or such Acquired Company commenced or materially increased activities on or after January 1, 2020 shall be taken into account. For purposes of this definition, (i) the amount of any income Tax liabilities for the portion any Straddle Period ending on the Closing Date shall be determined in the manner provided in Section 8.16(b), and (ii) any Transaction Tax Deductions will be taken into account only to the extent “more likely than not” deductible (or deductible at a higher confidence level) in the taxable period (or portion thereof) ending on the Closing Date in accordance with applicable Tax Law and by applying the seventy percent (70%) safe-harbor election under Revenue Procedure 2011-29 to any “success based fees”.

“Current Liabilities” means, as of the Purchase Price Measurement Time, the Acquired Companies’ current liabilities included within the categories of line items set forth on set forth on Section 1.3 of the Company Disclosure Letter, each calculated in accordance with the Accounting Methodology and consistent with, and subject to any adjustments set forth in the sample calculation set forth on Section 1.3 of the Company Disclosure Letter, and excluding (1) any Indebtedness, (2) any Unpaid Transaction Expenses and (3) any income Tax liabilities.

“DGCL” means the Delaware General Corporation Law.

“Disqualifying Management Event” shall mean, prior to the Closing, (1) Berger resigns or otherwise ceases to be employed by, or actively engaged in the management of, the Company for any reason other than his death or Disability (as such term is defined in that certain employment agreement, dated November 10, 2015, as amended, by and

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between the Company and Berger) or (2) Berger expressly terminates his Employment Agreement.

“Distribution” means any cash distribution to be paid to Holders in respect of the Holdings Acquisition, Common Stock, Company Options or Company RSUs following the Closing as set forth in this Agreement, including but not limited to, any distribution pursuant to Section 2.8(d)(ii) (Final Determination) and any distribution in respect of the Escrow Amount or the Stakeholder Representative Holdback Amount (but excluding, for the avoidance of doubt, the payment of the Closing Cash Consideration).

“Distribution Per Share Amount” means, with respect to any Distribution, the amount equal to the quotient of (1) the amount of such Distribution divided by (2) the Fully Diluted Number.

“Effective Time” means the time the Merger becomes effective pursuant to the Certificate of Merger and the DGCL.

“Employee” means each individual employed by any Acquired Company, including employees on workers’ compensation, on an approved leave of absence, or who are absent due to vacation, disability, illness or other similar circumstance.

“Encumbrance” means any lien, encumbrance, security interest, easement, option, pledge, mortgage, deed of trust, hypothecation, conditional sale, title retention agreement or restriction on transfer of title or voting, right of first refusal, or other restriction, whether imposed by agreement, Law, equity or otherwise.

“Equity Incentive Plan” means the Diamonds Direct USA Inc. Equity Incentive Plan.

“Equity Interests” means (1) any share capital, capital stock, partnership or limited liability company interest or other equity or voting interest, (2) any security or evidence of indebtedness convertible into or exchangeable for any share capital, capital stock, partnership or limited liability company interest or other equity interest (including those described in clauses (3) and (4) hereof), (3) any right (including purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts and rights of first refusal), warrant or option, or other convertible or exchangeable security providing for a Person, directly or indirectly, to acquire any of the foregoing, and (4) any other equity or debt security containing equity features or profit participation features.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Account” means the account established pursuant to the Escrow Agreement for the purpose of holding the Escrow Amount.

“Escrow Agreement” means the Escrow Agreement to be entered into on the Closing Date by and among Purchaser, the Stakeholder Representative and Citibank, N.A. (the “Escrow Agent”), substantially in the form of Exhibit C hereto.

“Escrow Amount”means sixteen million dollars ($16,000,000).

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“Final Adjustment Amount” shall mean an amount (which may be positive, negative or zero) equal to the difference between (1) the sum of (a) the Final Net Working Capital Difference, plus (b) the Final Closing Cash, minus (c) the Final Closing Indebtedness, minus (d) the Final Unpaid Transaction Expense Amount and minus (e) the Final Current Income Taxes, minus (2) the sum of (a) the Estimated Net Working Capital Difference, plus (b) the Estimated Closing Cash, minus (c) the Estimated Closing Indebtedness, minus (d) the Estimated Unpaid Transaction Expense Amount and minus (e) the Estimated Current Income Taxes. Notwithstanding the foregoing, the absolute value of the Final Adjustment Amount shall not exceed the Escrow Amount.

“Fraud” means, with respect to any Person, common law fraud under the Laws of the State of Delaware by such Person in making the representations and warranties expressly set forth in (a) ARTICLE III,ARTICLE IV,ARTICLE V OR ARTICLE VI of this Agreement, (b) the Company Disclosure Letter, (c) Section 4 of such Person’s Letter of Transmittal and any Affidavit of Lost Certificate delivered in connection therewith or (d) Section 1(f), the last section of Section 1(g)(i), or the last sentence of Section 1(o) of such Person’s Support Letter, provided that, for the avoidance of doubt, any inaccuracy of any representation or warranty shall be determined with regard to, and including, all qualifications and exceptions contained therein relating to Knowledge of the Company, knowledge, materiality, Material Adverse Effect and all similar qualifications and standards contained within the representations and warranties. For purposes of this Agreement, “Fraud” shall exclude equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud and any fraud claim based on negligence or recklessness.

“Fully Diluted Number” means the sum of (1) the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time, (2) the aggregate number of shares of Common Stock subject to the outstanding Company Options immediately prior to the Effective Time and (3) the aggregate number of Company RSUs outstanding immediately prior to the Effective Time.

“GAAP” means United States generally accepted accounting principles as in effect as of the relevant time.

“Governmental Entity” means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of government, including any United States or foreign federal, state, local, municipal or other government, any international, multinational or other government, or any agency, bureau, board, commission, court, department, tribunal or instrumentality thereof or any self-regulatory authority with similar powers.

“Hazardous Substances” means all substances defined or regulated as pollutants, contaminants, wastes, toxic, or hazardous by any Environmental Law, including petroleum and petroleum products, asbestos, polychlorinated biphenyls, per and polyfluoroalkyl substances (PFAS/ PFOS), radioactive materials and urea-formaldehyde insulation, but in no event including COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof).

“Holder” means any of the Holders.

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“Holders” means, collectively, Seller, the holders of Common Stock (other than Holdings), the holders of Company Options and the holders of Company RSUs, in each case, as of immediately prior to the Effective Time.

“Holdings Distribution Amount” means, with respect to any Distribution, the Distribution Per Share Amount multiplied by the number of shares of Common Stock held by Holdings immediately prior to the sale of the Holdings Interests.

“Holdings Fundamental Representations” means the representations and warranties of Holdings set forth in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3(c) (No Conflict), Section 5.5 (Capitalization), Section 5.7 (No Prior Operations), and Section 5.8 (Brokers’ Fees).

“Holdings Note” means the receivable created pursuant to that certain Loan Agreement, effective as of November 10, 2015, by and between Holdings as borrower and Seller as lender.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the related regulations.

“Incidental License” means (1) non-negotiated shrink-wrap, click-wrap and off-the shelf software licenses, and any other non-negotiated licenses for software that is commercially available to the public generally, (2) non-exclusive licenses that are implied by or incidental to the purchase or sale of products or services in the ordinary course of business consistent with past practice, and (3) any non-exclusive license that is merely incidental to the transaction contemplated in the applicable Contract, the commercial purpose of which is primarily for something other than such license, such as any: (i) Contract for the sale of advertising; (ii) sales or marketing or similar Contract that includes a license to use the trademarks and copyrights of Acquired Company for the purposes of promoting such Acquired Company’s products and services and (iii) vendor Contract that includes permission for the vendor to identify an Acquired Company as a customer of the vendor or for the Acquired Company to identify the vendor as a vendor.

“Indebtedness” means the following obligations of the Acquired Companies, without duplication: (1) the principal of and any accrued interest or other amounts owed in respect of indebtedness for borrowed money, (2) all obligations in respect of loans or advances, including those evidenced by notes, bonds, debentures, acceptances or instruments, (3) all obligations arising out of reimbursement obligations under drawn but unreimbursed letters of credit, bankers’ acceptances, performance bonds, surety bonds, fidelity bonds or other similar instruments issued for any Acquired Company’s account, (4) any obligations under leases required in accordance with GAAP (as in effect at the Closing) to be recorded as capital or finance leases (or which have been historically recorded as capitalized leases on any Acquired Company’s balance sheet), (5) obligations for the deferred purchase price of property or services with respect to which the Acquired Companies are liable, contingently or otherwise, as obligor or otherwise (other than trade payables), including all deferred purchase price liabilities related to past acquisitions, whether contingent or otherwise (including any “earn-out” or similar payments or obligations), (6) obligations arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates or commodity prices, (7) all unfunded retirement plan and deferred compensation Liabilities (which, for the avoidance of doubt, includes amounts due

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relating to the Company’s stock compensation plans), (8) all amounts related to bonuses accrued in or related to any pre-Closing periods, including all employer Taxes related thereto (regardless of whether such bonuses are paid after the Closing Date) (for the avoidance of doubt, this clause (8) shall not include any amounts related to commissions accrued in or related to any pre-Closing periods), (9) the amount of any underfunded obligations under defined benefit pension plans, (10) remaining unpaid obligations associated with deferred rental payments, (11) discontinued operations liabilities, including ongoing rent costs at Salt Lake City, (12) any accrued and unpaid interest, fees and other expenses owed with respect to the foregoing clauses (1) – (11), including any premium or penalty payable in connection with the prepayment of any Indebtedness on the Closing Date, (13) the unpaid amount of any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) that Holdings or any Acquired Company has deferred payment of pursuant to Section 2302 of the CARES Act and not paid on or before the Closing Date (net of any earned employee retention credits, which may result in this clause (13) being a negative number), (14) any obligations to pay remaining purchase price in respect of the repurchase of Equity Interests by the Company in accordance with the terms of that certain Contract set forth on Section 1.4(a) of the Company Disclosure Letter, (15) the amount set forth on Section 1.4(b) of the Company Disclosure Letter in respect of Section 481(a) of the Code, as adjusted (x) to reflect any reduction the actual amount of the Section 481(a) adjustment as of the Closing Date by reason of any income inclusion in a Pre-Closing Tax Period and (y) any change in the highest marginal federal income tax rate in effect for a C corporation (determined by reference to any legislation enacted between the Closing Date prior to the date that the Final Adjustment Amount is finally determined) and (16) all indebtedness referred to in clauses (1) - (15) above guaranteed directly or indirectly in any manner by an Acquired Company, in each case excluding (i) any intercompany obligations between or among the Acquired Companies and (ii) any items expressly taken into account in determining Net Working Capital or Transaction Expenses.

“Independent Accounting Firm” means the New York, New York office of Ernst & Young LLP, or any other nationally recognized firm of independent certified public accountants as the Company and the Stakeholder Representative may agree in writing.

“Information Systems” means all computer hardware, databases, and data storage systems, computers, data, databases, Software, servers, workstations, routers, data communication equipment, colocation facilities, communications networks (other than the internet), architecture interfaces and firewalls (whether for data, voice, video, or other media access, transmission or reception) and other apparatus, media, facilities, equipment, or systems used by the Acquired Companies, including to create, store, transmit, exchange or receive information in any form.

“Intellectual Property Licenses” means all Contracts between one or more Acquired Companies, on the one hand, and any other Person, on the other hand, granting the applicable Acquired Company or Acquired Companies any third-party Intellectual Property Rights.

“Intellectual Property Rights” means any and all intellectual and industrial property rights and other similar proprietary rights, in any jurisdiction throughout the world, whether registered or unregistered, including all rights pertaining to or deriving from: (1) patents and patent rights, including industrial and utility models, industrial

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designs, petty patents, patents of importation, patents of addition, certificates of invention, design patents, patent applications, patent disclosures, and any other indicia of invention ownership issued or granted by any Governmental Entity (collectively, “Patents”); (2) inventions, invention disclosures, discoveries and improvements, whether or not patentable; (3) copyrights and works of authorship, whether or not copyrightable (“Copyrights”); (4) computer software and firmware, including data files, source code, object code and software-related specifications and documentation (collectively “Software”); (5) trademarks, trade names, service marks, certification marks, service names, brands, trade dress and logos, applications therefore, and the goodwill associated therewith (collectively, “Trademarks”); (6) trade secrets, non-public information, confidential information, know-how, business information and technical information (including formulas, techniques and processes), and rights to limit the use or disclosure thereof by any Person (collectively “Trade Secrets”); (7) mask works; (8) domain names; (9) social media handles and other digital identifiers and other indicia of origin; and (10) proprietary databases and data compilations and all documentation relating to the foregoing; (11) rights of publicity; (12) moral rights; and (13) all registrations, applications, provisional applications, priority and other applications, divisionals, continuations (in whole or in part), extensions, reissues, reexaminations or equivalents or counterparts of any of the foregoing.

“Kimberley Process” means the Kimberley Process Certification Scheme established by the United Nations General Assembly and all applicable Laws and requirements established in accordance therewith, in each case as amended from time to time.

“Knowledge of the Company” means (1) the actual knowledge of Berger, Dave Moore, or Kelly Lo and (2) that knowledge which such Person should have acquired after making such due inquiry of such Person’s direct reports and professional advisors as a prudent businessperson would have made or exercised in the management of his or her business affairs.

“Law” means any law (including common and statutory law, civil and criminal law, and domestic and foreign law), statute, treaty, code, rule, regulation, Order, ordinance, judgment or decree or other pronouncement of any Governmental Entity having the effect of law.

“Liability” means any actual or potential liability or obligation (including as related to Taxes), whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, determined, determinable or otherwise, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

“Material Adverse Effect” means any material adverse effect on the business, financial condition, operations, properties, assets, Liabilities or results of operations of the Acquired Companies, taken as a whole, or the ability of the Acquired Companies to consummate the transactions contemplated by this Agreement and the Transaction Agreements; provided, however, that any adverse effect arising from or related to any of the following shall not be deemed to constitute and shall not be taken into account in determining whether a “Material Adverse Effect” has occurred: (1) conditions generally affecting the United States or foreign economies or generally affecting one or more industries in which the Acquired Companies operate; (2) national or international political, trade or social conditions, including terrorism or the engagement by the United

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States in hostilities or acts of war or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military, cyber or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation or personnel of the United States; (3) changes in financial, banking, currency or securities markets (including (a) any disruption thereof, (b) any decline or rise in the price of any security or any market index and (c) any increased cost, or decreased availability, of capital or pricing or terms related to any financing for the transactions contemplated hereby); (4) changes in GAAP or other related accounting requirements (or the implementation or interpretation thereof); (5) changes in any Laws, or other binding directives issued by any Governmental Entity (or any enforcement, implementation or official interpretation thereof); (6) any stoppage or shutdown of any Governmental Entity (including any default by a Governmental Entity or delays in payments or delays or failures to act by any Governmental Entity); (7) any action taken by a party hereto to the extent specifically required by the terms of this Agreement; (8) any action taken at the specific written request of Purchaser, (9) any failure, in and of itself, by the Acquired Companies to meet any internal or disseminated projections, forecasts or revenue or earnings predictions for any period (it being understood that the facts and circumstances giving rise or contributing to such failure may be taken into account in determining whether there has been a Material Adverse Effect); (10) any change to the Kimberley Process or the official interpretation thereof; (11) the breach of this Agreement, any other Transaction Agreement or the Confidentiality Agreement by Purchaser or its Affiliates; (12) the public announcement of the identity of Purchaser; and (13) any natural disaster, severe weather conditions or any epidemic, pandemic or other public health crisis (including, for the avoidance of doubt, COVID-19 (or any mutation or variation thereof) and any other bacteria or pathogen), including any action taken by the Company or any of its Subsidiaries which is permitted under Section 8.1 hereunder in response thereto or in connection therewith; provided that the matters described in (1), (2), (3), (4), (5), (6) and (10) shall be taken into account to the extent such matter has a disproportionate impact on the Acquired Companies, taken as a whole, as compared to other participants in the industry in which the Acquired Companies operate. References in this Agreement to dollar amount thresholds shall not be deemed to be evidence of a Material Adverse Effect or materiality.

“Net Working Capital” means, as of the Purchase Price Measurement Time, Current Assets minus Current Liabilities.

“Net Working Capital Difference” means the amount (which may be negative, positive or zero) equal to (1) Net Working Capital as of the Purchase Price Measurement Time, minus (2) Target Net Working Capital.

“Order” means any order, injunction, judgment, decree, consent decree, settlement agreement, enactment, ruling, writ, assessment, award, subpoena, stipulation, verdict or other decision of any Governmental Entity of competent jurisdiction.

“Organizational Documents” means the documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs (including its certificate of incorporation, certificate of formation, memorandum of association, articles of association, partnership agreement, constitutional documents, by-laws or operating agreement), in each case, as amended and in effect at the relevant time.

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“Permit” means all registrations, exemptions, classifications, approvals, authorizations, certificates, licenses, consents and permits obtained or required to be obtained by or from any Governmental Entity.

“Permitted Encumbrances” means: (1) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation; (2) mechanics, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and other similar statutory Encumbrances which have arisen in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (3) Encumbrances expressly approved in writing by Purchaser in advance; (4) Encumbrances for Taxes not yet delinquent or which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (5) requirements and restrictions of zoning, building and other Laws, rules and regulations, and all defects or irregularities in title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (6) statutory Encumbrances of landlords for amounts not yet due and payable or that arose or were created in the ordinary course of business; (7) Encumbrances arising under equipment leases with third parties entered into in the ordinary course of business, and Encumbrances arising under consignment arrangements or conditional sales contracts incurred in the ordinary course of business or that are incurred between signing and Closing in accordance with Section 8.1, provided that such Encumbrances in respect of any consignment arrangement after the date hereof shall be limited to Encumbrances on the inventory consigned pursuant to such arrangement and the proceeds thereof; (8) Encumbrances set forth in any title policy or title report with respect to real property that is provided to Purchaser prior to the date of this Agreement; (9) unrecorded easements, leases, tenancies, license agreements, covenants, rights-of-way and other Encumbrances and similar restrictions on any real property that do not materially interfere with the existing use thereof by the Acquired Companies; (10) Incidental Licenses; (11) Encumbrances securing any Indebtedness that will be terminated at Closing in connection with the consummation of the transactions contemplated hereby; (12) Encumbrances expressly reflected on or reserved against or otherwise expressly disclosed in the Financial Statements; (13) restrictions on the transfer of securities arising under any applicable federal, state or foreign securities Laws; and (14) Encumbrances set forth in Section 1.5(b) of the Company Disclosure Letter.

“Person” means an association, a corporation, an individual, a partnership, a limited liability company, a trust, a joint venture, an unincorporated organization, or any other entity or organization, including a Governmental Entity.

“Personally Identifiable Information” means (1) any information that, alone or in combination with other information is reasonably capable of being used to specifically identify a natural Person, or (2) any information that is otherwise included within the applicable definition of personally identifiable information and such other analogous definitions under any applicable Privacy and Information Security Requirement.

“Privacy and Information Security Requirement” means (1) all applicable Laws relating to the collection, storage, use, disclosure, retention, processing or transfer of Personally Identifiable Information, privacy or information security, (2) all applicable Laws concerning the security of products and/or Information Systems, (3) all Contracts to which and Acquired Company is a party or is otherwise bound that relate to Personally

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Identifiable Information and/or protecting the security or privacy of information, (4) each Acquired Company written policy and notice (e.g., posted privacy policies; notices provided in connection with the collection, storage, use, disclosure, retention, processing or transfer of Personally Identifiable Information; posted policies or notices concerning the security of products and/or Information Systems; internal policies and standards concerning the treatment of Personally Identifiable Information and/or the security of products and/or Information Systems) relating to Personally Identifiable Information, privacy and/or the security of Information Systems and/or other information, and (5) all industry standards applicable to the business of each Acquired Company, including, as applicable, the Payment Card Industry Data Security Standard.

“Privileged Deal Communications” means, at any time, any and all communications in whatever form, whether written, oral, video, electronic or otherwise, that shall have occurred between or among any of the Seller, Holdings, the Company or its Subsidiaries, the Holders, or any of their respective Affiliates, equity holders, directors, officers, employees or agents, on the one hand, and attorneys (including Counsel or any predecessor or successor law firm of any Counsel), on the other hand, to the extent relating to or in connection with this Agreement, the negotiations leading to this Agreement, or any of the transactions contemplated herein.

“Purchase Price Measurement Time” means 11:59 p.m. (Eastern Time) on the calendar day immediately preceding the Closing Date, without giving effect to the transactions contemplated by this Agreement.

“Purchaser Disclosure Letter” means the disclosure letter of Purchaser referred to in, and delivered to the Company pursuant to, this Agreement.

“Purchaser Fundamental Representations” means the representations and warranties of Purchaser set forth in Section 6.1 (Organization) and Section 6.2 (Authorization by Purchaser).

“Representatives” means, with respect to any Person, such Person’s Affiliates and its and its Affiliates’ respective shareholders, members, partners, limited partners, general partners, equity holders, directors, managers, officers, employees, agents, attorneys, accountants, investment bankers and other representatives.

“Restrictive Covenant Agreements” means those certain Restrictive Covenant Agreement and Award Termination Acknowledgments, dated as of the date hereof, by and among Purchaser, the Company, and each of the holders of Company Options and/or Company RSUs.

“Rollover Agreement” means each of those certain Letter Agreements Re: Purchase of Shares of Signet Jewelers Ltd. (‘Signet’) by and between Purchaser and each of Berger, Amit Berger, Barak Henis and Dovy Klarberg, and “Rollover Agreements” means each Rollover Agreement, taken together.

“Seller Fundamental Representations” means the representations and warranties of the Seller set forth in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.5 (Brokers’ Fees), and Section 4.6 (Ownership of Holdings Interests).

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“Side Letter Agreement” means that certain Option Cancellation Agreement, dated as of the date hereof, by and between Tom O’Rourke and the Company.

“Solvent” when used with respect to Holdings or the Surviving Corporation (or its respective successors and assigns), means that, as of any date of determination (i) Holdings or the Surviving Corporation, as applicable, will not have, as of such date, an unreasonably small amount of capital for the business in which it is engaged or proposed to be engaged and (ii) Holdings or the Surviving Corporation (or its respective successors and assigns), as applicable, will be able to pay its probable liabilities on its existing debts as they become absolute and mature, taking into account the timing of and amounts of cash to be received by it and the timing of and amounts of cash to be payable on or in respect of its debts.

“Stakeholder Representative Holdback Amount” means one million dollars ($1,000,000).

“Stockholder Approval” means the approval by a majority of the outstanding shares of Class A Common Stock of the Company on the terms and subject to the conditions set forth in this Agreement.

“Stockholders” means, collectively, the holders of Common Stock immediately prior to the Effective Time, and “Stockholder” means any of the Stockholders.

“Straddle Period” means any taxable period that begins on or before the Closing Date and ends after the Closing Date.

“Subsidiary” of any Person means, on any date, any other Person (1) the accounts of which would be consolidated with and into those of the applicable Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP (as of such date) or (2) of which securities or other ownership interests representing more than fifty percent (50%) of the Equity Interests or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests or more than fifty percent (50%) of the profits or losses of which are, as of such date, owned, controlled or held, directly or indirectly, by the applicable Person or one or more Subsidiaries of such Person.

“Target Net Working Capital” means [****].

“Tax” means any and all federal, provincial, state, local or foreign income, gross receipts, payroll, employment, customs duty, excise, severance, stamp, occupation, premium, windfall profits, capital stock, franchise, profits, withholding, deduction at source, social security (or similar, including FICA), unemployment, employment insurance, disability, real property, personal property, escheat, unclaimed property, sales, use, transfer, registration, goods and services, value added, capital, estimated, alternative or add-on minimum or other similar tax, duty, fee, assessment or other governmental charge of any kind whatsoever (however denominated) imposed by any Taxing Authority, including any interest, penalty or addition thereto, in each case, whether or not disputed.

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“Tax Return” means any return, report, claim for refund or statement (including any information statement) filed or required to be filed with any Taxing Authority with respect to any Tax (including any schedules or attachments thereto, and any amendment thereof).

“Taxing Authority” means the IRS and any other Governmental Entity responsible for the administration of any Tax.

“Transaction Agreements” means, collectively, the Escrow Agreement, the Rollover Agreements, the Restrictive Covenant Agreements, the Side Letter Agreement, the Joinder Agreement, the Support Letters, the Letters of Transmittal, the Berger Agreement, and all other documents, certificates, instruments and agreements related to the transactions contemplated thereby or by this Agreement.

“Transaction Expenses” means (without duplication) any costs, fees and expenses for which Holdings or any Acquired Company is liable incurred or payable by or on behalf of any of the Holders, Holdings or any of the Acquired Companies related to, in connection with the negotiation and the consummation of, or which become due and payable as a result of, this Agreement or any of the Transaction Agreements and/or the consummation of the transactions contemplated hereby or thereby, including the Merger, including (1) fees and expenses of legal counsel, accountants, investment bankers, brokers or other representatives and consultants and (2) the employer portion of any payroll or employment Taxes resulting from or relating to the Option Payments and the RSU Payments, regardless of whether such Option Payments and RSU Payments are made after the Closing Date, as well as any sale bonus, change in control bonus or transaction completion bonus,“stay put” (excluding any consideration payable to any employee due under any arrangements entered into with or at the direction of the Purchaser at or after the Closing) or other compensatory payments (including, for the avoidance of doubt, payments under the Equity Incentive Plan, but excluding any such bonuses or compensatory payments made pursuant to the Employment Agreements, if any), whether before, at or after the Closing Date, in each case under this clause (2), required to be made to any direct or indirect stock or option holder, current or former employee, board member or consultant of Holdings or any Acquired Company as a result of the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, including the employer portion of any payroll or employment Taxes resulting from or related to any such sale bonus, change in control bonus or transaction completion bonus or other payment; provided, however, that the Company RSU Closing Payment and the Company Option Closing Payment shall not be treated as a Transaction Expense. For the avoidance of doubt, Transaction Expenses shall not include any filing fees assessed in connection with the HSR Act or any other applicable antitrust regulatory Laws.

“Transaction Tax Deductions” means the sum of the portion deductible for U.S. federal income tax purposes of each of the following, without duplication: (i) the aggregate out-of-pocket fees and expenses incurred by the Company and its Subsidiaries in connection with the transactions set forth in this Agreement and the Transaction Agreements (including all items set forth in the definition of “Transaction Expenses,” regardless of whether such items remain unpaid as of the Closing), to the extent deductible (calculated by applying the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success-based fees), (ii) the sum of the Option Payments and RSU Payments and (iii) the capitalized financing

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fees, costs, expenses and interest (including amounts treated as interest for U.S. federal income tax purposes (and original issue discount or similar items) and any breakage fees or accelerated deferred financing fees or debt prepayment fees or capitalized debt costs) that become currently tax deductible for U.S. income tax purposes by Purchaser, the Company or any of its Subsidiaries or any of their Affiliates as a result of the Closing and the satisfaction of the Indebtedness on the Closing Date.

“Unpaid Transaction Expenses” means any Transaction Expenses that have not been paid as of immediately prior to the Closing, to the extent not specifically taken into account as a deduction when determining Closing Cash.

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ARTICLE II
CONTRIBUTION OF THE HOLDINGS NOTE; PURCHASE AND SALE OF THE
HOLDINGS INTERESTS; AND
THE MERGER

Section 2.1    Contribution of the Holdings Note and Purchase and Sale of the Holdings Interest.

Prior to the Closing, Seller shall make a capital contribution (the “Holdings Contribution”) of all of its rights and interest in and to the Holdings Note to Holdings, with the result that the Holdings Note shall be deemed cancelled and extinguished and of no further force or effect. On the terms and subject to the conditions set forth in this Agreement, at the Closing and immediately prior to the Effective Time, the Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, the Holdings Interests, free and clear of all Encumbrances (other than any restrictions under applicable securities Laws). The aggregate purchase price for the Holdings Interest payable by Purchaser to Seller shall be: (i) at the Effective Time, the product of (x) Closing Per Share Cash Consideration multiplied by (y) the number of shares of Class A Common Stock owned by Holdings as of immediately prior to the Effective Time (the “Holdings Consideration”); and (ii) following the Effective Time, any Holdings Distribution Amounts, payable when and as provided herein.

Section 2.2    The Merger.

(a)    The Merger. On the Closing Date, the parties shall execute and file, in accordance with the DGCL, a certificate of merger substantially in the form attached hereto as Exhibit D (the “Certificate of Merger”), and shall make all other filings or recordings required under the DGCL to consummate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later time as Purchaser and the Company shall agree and specify in the Certificate of Merger. At the Effective Time, in accordance with this Agreement and the DGCL, Merger Subsidiary shall merge with and into the Company and the separate existence and corporate organization of Merger Subsidiary (except as may be continued by operation of Law) shall cease and the Company shall survive the Merger as the surviving corporation (the “Surviving Corporation”). The Surviving Corporation shall succeed to and assume all the rights and obligations of Merger Subsidiary and the Company in accordance with the DGCL. The Merger shall have the effects set forth in Section 259 of the DGCL. At the Closing, the parties shall be deemed to consummate Holdings Acquisition immediately prior to the Effective Time, but neither Holdings Acquisition nor the Merger shall be consummated unless both transactions are consummated.

(b)    Certificate of Incorporation and Bylaws. Pursuant to the Merger, at the Effective Time the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The bylaws of Merger Subsidiary as in effect at the Effective Time shall be the bylaws of the Surviving Corporation, until changed or amended as provided therein or by applicable Law.

(c)    Directors and Officers. The directors of Merger Subsidiary shall be the directors of the Surviving Corporation, each such director to hold office in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation, until such

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director’s successor is duly elected and qualified, or such director’s earlier resignation or removal. The officers of the Company shall be the officers of the Surviving Corporation, each such officer to hold office in accordance with the bylaws of the Surviving Corporation and until such officer’s successor is duly elected and qualified, or such officer’s earlier resignation or removal.

Section 2.3    Conversion of Outstanding Capital Stock.

(a)    Conversion of Outstanding Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Subsidiary, the Company or any Stockholder:

(i)    each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares held by Holdings, shall be converted into and represent the right to receive an amount in cash equal to the sum of (A) the Closing Per Share Cash Consideration, plus (B) with respect to any future Distribution, the Distribution Per Share Amount of such Distribution with respect to such share of Class A Common Stock, in each case payable when and as provided herein; and

(ii)    each share of common stock, $0.01 par value per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Class A Common Stock of the Surviving Corporation.

(b)    Shares held by Holdings. Notwithstanding Section 2.3(a) (Conversion of Outstanding Capital Stock), shares of Class A Common Stock outstanding immediately prior to the Effective Time held by Holdings shall remain issued and outstanding fully paid and nonassessable shares of Class A Common Stock of the Surviving Corporation.

Section 2.4    RSU and Option Payments.

(a)    At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall terminate and be cancelled at the Effective Time in exchange for a cash payment (less all applicable Tax withholdings and deductions) equal to the sum of (i) the Closing Per Share Cash Consideration, and (ii) with respect to any Distribution, the Distribution Per Share Amount of such Distribution with respect to such Company RSU, in each case payable when and as provided herein.

(b)    At the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time shall terminate and be cancelled at the Effective Time in exchange for a cash payment (less applicable Tax withholdings and deductions) equal to the sum of (i) the product of (x) the number of shares of Class B Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (y) the Closing Per Share Cash Consideration, minus (z) the aggregate exercise price of such Company Option, and (ii) with respect to any Distribution, an amount equal to the Distribution Per Share Amount of such Distribution with respect to all shares of Class B Common Stock subject to such Company Option immediately prior to the Effective Time.

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(c)    The payments described in Section 2.4(a) hereof are referred to herein as the “RSU Payments” and each an “RSU Payment.” The payments described in Section 2.4(b) hereof are referred to herein as the “Option Payments” and each an “Option Payment.”

(d)    Notwithstanding anything contained herein to the contrary, unless otherwise permitted by Code Section 409A, no Option Payment or RSU Payment shall be made after the fifth (5th) anniversary of the Closing Date, with any such payments that would have otherwise been made after such date to be (i) forfeited by the applicable Holder and (ii) paid to the account(s) designated by the Stakeholder Representative for distribution by the Stakeholder Representative or its designee as paying agent for distribution to the other Holders who are not so restricted in receiving such payment, with such payments to be made in accordance with the terms of this Agreement (i.e., by not including such Company Options and Company RSUs in the Fully Diluted Number with respect to any Distribution made after the fifth (5th) anniversary of the Closing Date).

(e)    As of the Effective Time, all Company RSUs and Company Options shall no longer be outstanding and shall automatically be cancelled, forfeited and retired and shall cease to exist, and each holder of any such Company RSU or Company Option shall cease to have any rights with respect thereto, except the right to receive the RSU Payments and the Option Payments, as applicable, and other rights set forth herein.

Section 2.5    Computation of the Closing Cash Consideration.

No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser a certificate of an officer of the Company (a) setting forth a reasonably detailed good faith estimate of (i) Net Working Capital calculated in accordance with the example set forth on Exhibit E (“Estimated Net Working Capital”), (ii) Closing Cash (“Estimated Closing Cash”), (iii) Closing Indebtedness (“Estimated Closing Indebtedness”), and (iv) Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expense Amount”), and calculations in reasonable detail of the Net Working Capital Difference (the “Estimated Net Working Capital Difference”), the Current Income Taxes (the “Estimated Current Income Taxes”), the Closing Cash Consideration and the Closing Per Share Cash Consideration, in each case, together with reasonably detailed supporting information therefor, and (b) certifying that the certificate delivered pursuant to this Section 2.5 and the amounts set forth therein have been prepared in accordance with the Accounting Methodology (to the extent applicable) and the terms of this Agreement. No item shall be included or otherwise provided for in more than one of Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Unpaid Transaction Expense Amount, Estimated Current Income Taxes and Estimated Net Working Capital. Purchaser will have the opportunity to review the certificate delivered pursuant to this Section 2.5 and the supporting documentation used by the Company in preparing such documents, and the Company will consider and discuss in good faith any modifications thereto proposed by Purchaser, but shall not be required to accept any such proposed modifications with which it disagrees in good faith. For the avoidance of doubt, Purchaser’s failure to propose any adjustments under this Section 2.5 shall not prejudice Purchaser’s rights under Section 2.8.

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Section 2.6    The Closing.

The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036 at 10:00 a.m. local time on the second (2nd) Business Day following the satisfaction or waiver of all of the conditions set forth in ARTICLE IX (other than those conditions that by their terms cannot be satisfied until the Closing), or by remote exchange of documents unless another method, place, time or date is agreed to in writing by the Stakeholder Representative and Purchaser, with the Holdings Acquisition to occur immediately prior to the Merger; provided, that, notwithstanding the satisfaction or waiver of the conditions set forth in ARTICLE IX (other than those conditions that by their terms cannot be satisfied until the Closing), if the Purchaser has notified the Stakeholder Representative in writing that it has received an FTC Letter (such notice, the “FTC Letter Extension Notice”), then Purchaser shall not be required to effect the Closing until the earlier of (a) the thirtieth (30th) day after the expiration of the thirty (30) day statutory waiting period applicable under the HSR Act and (b) such other date, time or place as agreed to in writing by Purchaser and the Stakeholder Representative; provided, that all of the conditions set forth in ARTICLE IX are satisfied or waived on such date (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing by the party entitled to the benefit of such conditions). The date on which the Closing occurs is referred to herein as the “Closing Date.”

Section 2.7    Payments at Closing.

(a)    Payment of the Closing Cash Consideration. At the Closing, and immediately after the Effective Time, subject to the terms of this Agreement, Purchaser shall pay or cause to be paid (i) to the Escrow Account, an amount in cash equal to the Escrow Amount, (ii) to the account(s) designated by the Stakeholder Representative, an amount in cash equal to the Stakeholder Representative Holdback Amount, (iii) to the account(s) designated by the Stakeholder Representative, the Holdings Consideration and (iv) to the account(s) designated by the Stakeholder Representative, for the holders of the Common Stock, an amount in cash equal to the product of (1) the total number of shares of Common Stock outstanding as of immediately prior to the Effective Time (other than shares held by Holdings), multiplied by (2) the Closing Per Share Cash Consideration (which amount shall be set forth in the written instructions delivered by the Stakeholder Representative pursuant to the following sentence). Such payments are to be made by wire transfer of immediately available funds in accordance with written instructions provided by the Stakeholder Representative to Purchaser at least three (3) Business Days prior to the Closing Date, provided, that to the extent a Stockholder has delivered a Letter of Transmittal to the Stakeholder Representative at least five (5) Business Days prior to the Closing Date in accordance with the terms of Section 2.7(c), the Stakeholder Representative shall designate the Stockholder’s portion of the Closing Cash Consideration determined in accordance with Section 2.7a)(iv) as being payable directly to such Stockholder, and the balance of any Closing Cash Consideration payable pursuant to Section 2.7a)(iv) shall be delivered to the account(s) designated by the Stakeholder Representative as provided in Section 2.7a)(iv). Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable pursuant to clauses (iii) and (iv) of this Section 2.7a) shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have any Liability with respect thereto, other than payment in the amounts and to the Persons directed by the Stakeholder

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Representative in writing pursuant to this Section 2.7a); provided, that notwithstanding the foregoing, the Stakeholder Representative shall be entitled to rely exclusively and conclusively on, but shall be required to perform its calculations taking into account, the amounts and instructions provided to the Stakeholder Representative by Purchaser related to any amounts to be withheld from payments to any Holders pursuant to any Rollover Agreement between Purchaser and the applicable Holder. From and after the Effective Time, holders of Common Stock shall cease to have any rights as stockholders of the Company, except as provided herein or by Law. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Common Stock shall thereafter be made.

(b)    Other Payments. At the Closing, in addition to the payments required to be made pursuant to Section 2.7(a), Purchaser shall pay or cause to be paid, at the direction of and on behalf of the Company or the Stakeholder Representative (as provided below), by wire transfer of immediately available funds pursuant to payment instructions provided by the Company (in the case of clauses (i) and (ii)) or written instructions provided by the Stakeholder Representative (in the case of clause (iii)), (i) the Indebtedness of the Acquired Companies for which payoff letters have been delivered pursuant to Section 8.14 (Payoff Letters and Invoices), (ii) the Unpaid Transaction Expenses for which the Company has delivered to Purchaser an invoice or payment instructions pursuant to Section 8.14 (Payoff Letters and Invoices) and (iii) the Company Option Closing Payment and Company RSU Closing Payment, in each case, payable at the Effective Time pursuant to Section 2.4 (RSU and Option Payments) (with the Company Option Closing Payment and the Company RSU Closing Payment to be paid through the payroll system of the Surviving Corporation or one of its Subsidiaries within three (3) Business Days after the Closing Date). Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable pursuant to clause (iii) of this Section 2.7b) shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have any Liability with respect thereto, other than payment in the amounts and to the Persons directed by the Stakeholder Representative in writing pursuant to this Section 2.7b).

(c)    Procedures for Payment. The Stakeholder Representative or its designee shall act as paying agent in effecting the exchange of cash for certificates which, immediately prior to the Effective Time, represented shares of Common Stock entitled to payment pursuant to Section 2.3(a) (Conversion of Outstanding Capital Stock) (the “Certificates”). Within ten (10) Business Days of the date of this Agreement, the Company shall deliver to each Stockholder (other than to Holdings) a letter of transmittal substantially in the form of Exhibit F attached hereto (the “Letter of Transmittal”). Prior to or as soon as practicable after the Effective Time, each Stockholder who has not already delivered such documents prior to the Effective Time, shall surrender to the Stakeholder Representative or its designee Certificates representing the shares of Common Stock held by such Stockholder at the Effective Time, and each Stockholder shall deliver to the Stakeholder Representative or its designee a Letter of Transmittal duly completed and validly executed in accordance with the instructions therein and any other documents as may be required pursuant to such instructions. The Stakeholder Representative or its designee shall promptly provide a copy of the Letter of Transmittal, and promptly following the Effective Time shall deliver the Certificates and any related stock powers, to Purchaser. Promptly following the later to occur of (x) the Effective Time and (y) delivery by a Stockholder of its Certificates and executed Letter of Transmittal to the Stakeholder Representative or its designee, the Stakeholder Representative or its designee shall deliver

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or cause to be delivered to such Stockholder the payment to which such Stockholder is entitled under this Agreement; provided, that all Stockholders who deliver their Letter of Transmittal at least five (5) Business Days prior to the Closing Date shall be entitled to receive their distributions from the Purchaser on the Closing Date as provided in Section 2.7a)(iv). All other Stockholders who deliver Letters of Transmittal and Certificate (or an Affidavit of Lost Certificate) shall receive their distributions from the Stakeholder Representative or its designee as soon as reasonably practicable, but no later than two (2) Business Days after delivery of their Letter of Transmittal and Certificate (or an Affidavit of Lost Certificate). Until so surrendered, each such Certificate shall represent solely the right to receive the payment to which such Stockholder is entitled under this Agreement, without interest, and none of Purchaser, the Surviving Corporation or the Stakeholder Representative shall be required to pay the holder thereof the cash to which it would otherwise have been entitled. Notwithstanding the foregoing, if any such Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Stockholder claiming such Certificate to be lost, stolen or destroyed and the providing of a customary indemnity in form and substance reasonably acceptable to the Surviving Corporation by such Stockholder to the Surviving Corporation (each, an “Affidavit of Lost Certificate”), the Stakeholder Representative and its designee against any claim that may be made against the Surviving Corporation, the Stakeholder Representative or the Stakeholder Representative’s designee with respect to such Certificate, the Stakeholder Representative or its designee shall issue, in exchange for such lost, stolen or destroyed Certificate, the payments contemplated by Section 2.3(a) (Conversion of Outstanding Capital Stock), without interest, and otherwise under this Agreement.

Section 2.8    Adjustment of Pre-Closing Estimates.

(a)    Preliminary Closing Statement. No later than ninety (90) calendar days following the Closing Date, the Surviving Corporation shall deliver or cause to be delivered to the Stakeholder Representative (i) a reasonably detailed calculation by the Surviving Corporation, in each case, without giving effect to the Closing, of (v) Net Working Capital calculated in accordance with the example set forth on Exhibit E (“Preliminary Net Working Capital”), (w) Closing Cash (“Preliminary Closing Cash”), (x) Closing Indebtedness (“Preliminary Closing Indebtedness”), (y) Unpaid Transaction Expenses (“Preliminary Unpaid Transaction Expense Amount”) and (z) Current Income Taxes (“Preliminary Current Income Taxes”), (ii) a reasonably detailed calculation of the Net Working Capital Difference, the Final Adjustment Amount and each component thereof, and (iii) a certificate of an executive officer of the Surviving Corporation, certifying that the amounts contemplated by clauses (i) and (ii) have been prepared in good faith and in accordance with the Accounting Methodology, as applicable, and the terms of this Agreement (the “Preliminary Closing Statement”). No item shall be included or otherwise provided for in more than one of Preliminary Closing Cash, Preliminary Closing Indebtedness, Preliminary Unpaid Transaction Expense Amount, Preliminary Current Income Taxes or Preliminary Net Working Capital.

(b)    Review by the Stakeholder Representative. The Stakeholder Representative shall have thirty (30) days following receipt of the Preliminary Closing Statement to review the amounts shown in the Preliminary Closing Statement and to notify the Surviving Corporation in writing if it disputes any of the calculations shown in the Preliminary Closing Statement (a “Dispute Notice”), specifying each specific item that it disputes (including the amount so disputed and the reasons for such dispute in reasonable detail) with reconciliation to the Preliminary Closing Statement, together with reasonable

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supporting documentation therefor. Any amounts not objected to by the Stakeholder Representative in the Dispute Notice shall be deemed accepted by the Stakeholder Representative. For purposes of the Stakeholder Representative’s review and any disputes pursuant to Section 2.8(c) (Dispute Notice), including for the Stakeholder Representative to prepare the reconciliation to the Preliminary Closing Statement, if reasonably requested by the Stakeholder Representative, then the Stakeholder Representative and its Representatives shall have reasonable access, during normal business hours and in such a manner as to not unreasonably interfere with the day-to-day operations of the Acquired Companies, to all relevant work papers, schedules, memoranda and other documents prepared by or on behalf of the Purchaser, the Surviving Corporation, its Subsidiaries or its and their Representatives in connection with its and their calculation of the amounts shown in the Preliminary Closing Statement and to finance personnel of the Acquired Companies involved in the preparation of the Preliminary Closing Statement, and shall cause their Subsidiaries to reasonably cooperate with the Stakeholder Representative and its Representatives in connection therewith.

(c)    Dispute Notice. If no Dispute Notice is delivered to the Surviving Corporation within thirty (30) days after delivery of the Preliminary Closing Statement to the Stakeholder Representative, the Preliminary Closing Statement as prepared by the Surviving Corporation will be final, binding and non-appealable by the parties hereto. In the event that the Stakeholder Representative delivers a Dispute Notice to the Surviving Corporation on or before the thirtieth (30th) day following receipt of the Preliminary Closing Statement, the Surviving Corporation and the Stakeholder Representative shall cooperate in good faith to resolve any disputed matters therein as promptly as practicable and, upon such resolution, if any, any adjustments to the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Surviving Corporation and the Stakeholder Representative. If the Surviving Corporation and the Stakeholder Representative are unable to resolve any such disputed matters within twenty (20) days (or such longer period as the Surviving Corporation and the Stakeholder Representative shall mutually agree in writing) following the Stakeholder Representative’s delivery of such Dispute Notice, such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final and binding on the parties, absent manifest mathematical error. The Independent Accounting Firm shall consider only those items and amounts as to which the Surviving Corporation and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely only upon information submitted to it by the Surviving Corporation or the Stakeholder Representative, and may not review or consider any offers exchanged between the Surviving Corporation and the Stakeholder Representative, or any of their Representatives, with respect to items in the Dispute Notice that remain in dispute, nor may the Surviving Corporation nor the Stakeholder Representative engage in any ex parte conferences with the Independent Accounting Firm. In resolving any disputed item, the Independent Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to deliver to the Surviving Corporation and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days following submission of the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the

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Independent Accounting Firm. For example, should the items in dispute total one thousand dollars ($1,000) and the Independent Accounting Firm awards six hundred dollars ($600) in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Surviving Corporation and forty (40%) of the costs would be borne by the Stakeholder Representative. Notwithstanding any provisions hereof to the contrary, the Independent Accounting Firm shall be deemed to be acting as an expert and not as an arbitrator.

(d)    Final Determination. After final determination of Net Working Capital, Closing Cash (“Final Closing Cash”), Closing Indebtedness (“Final Closing Indebtedness”), Unpaid Transaction Expenses (“Final Unpaid Transaction Expense Amount”), Current Income Taxes (“Final Current Income Taxes”) and the Net Working Capital Difference (the “Final Net Working Capital Difference”), whether because no Dispute Notice is timely delivered by the Stakeholder Representative, because amounts are accepted (or deemed accepted because they were not objected to by the Stakeholder Representative) in the Dispute Notice, or because any disputes are resolved as provided in Section 2.8(c) above, the parties shall determine the Final Adjustment Amount.

(i)    If the Final Adjustment Amount is negative, then promptly (and in any event, within five (5) Business Days after the final determination thereof), the Stakeholder Representative and Purchaser shall deliver joint written instructions to the Escrow Agent to direct the Escrow Agent to (A) pay the absolute value of the Final Adjustment Amount out of the Escrow Account by wire transfer of immediately available funds to the account specified by Purchaser (which such payment shall be satisfied solely out of the Escrow Amount and in no event will the Seller or the holders of Common Stock, Company Options or Company RSUs be required to make any payment in excess of such Escrow Amount) and (B) distribute any amount remaining in the Escrow Account following the payment described in the foregoing clause (A) to (w) an account designated by the Seller in an amount equal to the Holdings Distribution Amount with respect to such remainder, (x) to the Stakeholder Representative or its designee by wire transfer of immediately available funds to the account(s) specified by the Stakeholder Representative, for distribution to each Stockholder (other than Holdings) in an amount equal to the product of (1) Distribution Per Share Amount of such remainder multiplied by (2) the number of shares of Common Stock held by such Stockholder immediately prior to the Effective Time, (y) the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company Options, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of such remainder multiplied by (2) the aggregate number of shares of Class B Common Stock subject to Company Options outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company Option to equal the Distribution Per Share Amount of such remainder for all shares of Class B Common Stock subject to such Company Option and (z) the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company RSUs, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of such remainder multiplied by (2) the aggregate number of Company RSUs outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company RSU to equal the Distribution Per Share Amount of such remainder for each Company RSU held by such Holder. Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable to each of the Seller, the Holders of Common Stock (other than Holdings) and the Holders of Company Options and Company RSUs pursuant to clause (B) hereof shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their

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Affiliates shall have any Liability with respect thereto, other than payment to Holders of Company Options and Holders of Company RSUs in the amounts and to the Persons directed by the Stakeholder Representative in writing.

(ii)    If the Final Adjustment Amount is positive, then (I) Purchaser shall, within five (5) Business Days after the final determination thereof, pay or cause to be paid the Final Adjustment Amount for the benefit of the Holders as follows: (A) to an account designated by the Seller, payment in an amount equal to the Holdings Distribution Amount with respect to such Final Adjustment Amount, (B) to the Stakeholder Representative or its designee by wire transfer of immediately available funds to the account(s) specified by the Stakeholder Representative, for distribution to each Stockholder (other than Holdings), an amount equal to the product of (1) Distribution Per Share Amount of the Final Adjustment Amount multiplied by (2) the number of shares of Common Stock held by such Stockholder immediately prior to the Effective Time, (C) to the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company Options, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of the Final Adjustment Amount multiplied by (2) the aggregate number of shares of Class B Common Stock subject to Company Options outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company Option to equal the Distribution Per Share Amount of the Final Adjustment Amount for all shares of Class B Common Stock subject to such Company Option held by such Holder, and (D) to the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company RSUs, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of the Final Adjustment Amount multiplied by (2) the aggregate number of Company RSUs outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company RSU to equal the Distribution Per Share Amount of the Final Adjustment Amount for each Company RSU held by such Holder, and (II) the Stakeholder Representative and Purchaser shall promptly deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the amount in the Escrow Account to the Seller, to the Holders of Common Stock and to the Holders of Company Options and Company RSUs, in each case in accordance with the procedures set forth in clause (B) of Section 2.8(d)(i). Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable to each of the Seller, the Holders of Common Stock (other than Holdings) and the Holders of Company Options and Company RSUs pursuant to this clause (ii) shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have any Liability with respect thereto, other than payment to Holders of Company Options and Holders of Company RSUs in the amounts and to the Persons directed by the Stakeholder Representative in writing.

(iii)    If the Final Adjustment Amount is zero, then the Stakeholder Representative and Purchaser shall promptly deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the amount in the Escrow Account to the Seller, to the Holders of Common Stock (other than Holdings) and to the Holders of Company Options and Company RSUs, in each case in accordance with the procedures set forth in clause (B) of Section 2.8(d)(i). Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable to each of the Seller, the Holders of Common Stock (other than Holdings) and the Holders of Company Options and Company RSUs pursuant to this clause (iii) shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have any Liability with

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respect thereto, other than payment to Holders of Company Options and Holders of Company RSUs in the amounts and to the Persons directed by the Stakeholder Representative in writing.

(iv)    All amounts payable pursuant to this ARTICLE II shall be made without deduction, set-off, counterclaim or, other than solely with respect to (x) payments in respect of Company Options and Company RSUs, (y) payments contemplated to be withheld from any Holder by a Rollover Agreement or (z) payments included in Indebtedness or Transaction Expenses to the extent in respect of payments to employees, applicable withholding. Any payments made to or by the Seller and the Stockholders pursuant to this Section 2.8 shall be treated as an adjustment to the Closing Per Share Cash Consideration.

Section 2.9    Certain Compensatory Payments.

Notwithstanding anything herein to the contrary, when an Option Payment or RSU Payment becomes payable at the Closing or at any other time (including when such Option Payment or RSU Payment is to be made from the Escrow Account), such Option Payment and RSU Payment shall be paid by the Surviving Corporation or one of its Subsidiaries through its payroll system no later than the second (2nd) regular payroll date following such distribution to the applicable Holder of the Company Option or Company RSU giving rise to such Option Payment or RSU Payment, as applicable, less all applicable withholding Taxes. The amount of any such withholding Taxes shall be treated as having been received by the recipient of the Option Payment or RSU Payment, as applicable, for all purposes of this Agreement.

Section 2.10    Withholding.

Purchaser, Holdings, or an Acquired Company shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as may be required to be deducted or withheld with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign Tax Law. Amounts withheld by the Company shall be based on the following principles: any portion of any payment that is treated as compensatory shall be withheld on in accordance with the Company’s past withholding practice for compensation paid to such Person, except as otherwise required by Law and except to the extent that the Company elects to use the applicable withholding rate for supplemental wages and, to the extent applicable, in compliance with Section 1.861-4(b)(2)(ii)(F) of the Treasury Regulations for multi-year compensation.To the extent any amount is deducted or withheld pursuant to this Section 2.10, such amount shall be timely paid over to the applicable Taxing Authority in accordance with applicable Law and shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. In the event that Purchaser, Holdings or an Acquired Company determines that withholding is required under applicable Tax Law, other than in respect of any compensatory amounts, Purchaser, Holdings or an Acquired Company will so notify the Stakeholder Representative prior to the Closing or any subsequent date that the applicable payment is to be made, in order to provide the Stakeholder Representative with a reasonable opportunity to provide any form or documentation or take such other steps to minimize or eliminate any such withholding.

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Section 2.11    Rollover Amounts.

Notwithstanding anything to the contrary herein, Purchaser shall be entitled to deduct and withhold from amounts otherwise owing to any Holder pursuant to this Agreement such amounts as are agreed shall be withheld from the payments to such Holder pursuant to any Rollover Agreement between Purchaser and the applicable Holder. The Stakeholder Representative shall be entitled to rely exclusively and conclusively on the amounts and instructions provided to the Stakeholder Representative by Purchaser related to the foregoing, without any Liability to, or obligation to inquire of, Purchaser or any Holder.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the corresponding section or subsection of the Company Disclosure Letter (or where, if there is no reference to the Company Disclosure Letter in a representation or warranty, it is reasonably apparent on the face of the information disclosed in the Company Disclosure Letter that an exception to such other representation or warranty is applicable), as a material inducement to the Purchaser to enter into and consummate the transactions contemplated by this Agreement, the Company represents and warrants to Purchaser as follows:

Section 3.1    Organization and Good Standing of the Company.

The Company is a corporation duly incorporated and validly existing under the Laws of the State of Delaware. The Company is in good standing under the Laws of the State of Delaware, and the Company is qualified or otherwise authorized to act as a foreign corporation and is in good standing under the Laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law based on the Company’s ownership of its properties or the conduct of its business, which jurisdictions are listed on Section 3.1 of the Company Disclosure Letter, except where the failure to be so qualified or otherwise authorized and in good standing would not reasonably be expected to be material to the Acquired Companies, taken as a whole. The Company has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and as currently proposed to be conducted. The Company has delivered to the Purchaser true, correct and complete copies of its Organizational Documents, and the Company is not in default under or in violation of any provision thereof, except for technical, non-substantive defaults or violations that could not provide any holder of Equity Interests of the Company or any other third party with a valid claim against the Company.

Section 3.2    Authorization by the Company.

The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements and, assuming that the Stockholder Approval is obtained, to perform its obligations under this Agreement and the Transaction Agreements, including consummating the Merger and the other transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. The

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execution, delivery and performance by the Company of this Agreement and the Transaction Agreements and, assuming that the Stockholder Approval is obtained, the consummation by the Company of the Merger and the other transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements have been duly and validly authorized by all necessary corporate action on the part of the Company and, assuming that the Stockholder Approval is obtained, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements or to consummate the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. This Agreement has been, and upon execution and delivery each Transaction Agreement will be when executed and delivered, duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes (or will constitute) a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and (b) the discretion of a court before which any proceeding therefor may be brought (the preceding clauses (a) and (b) are referred to herein collectively as the “Enforceability Exceptions”).

Section 3.3    Subsidiaries.

Section 3.3(a) of the Company Disclosure Letter contains a list of the authorized, issued and outstanding Equity Interests of each Subsidiary of the Company. Each Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization (to the extent such jurisdiction recognizes such concepts), has all requisite corporate or other entity power and authority and all authorizations necessary to own its properties and to carry on its businesses as now conducted and as currently contemplated to be conducted, and is qualified to do business and in good standing in every jurisdiction in which its ownership of property or conduct of businesses requires it to qualify, except where the failure to be so qualified would not reasonably be expected to be material to the Acquired Companies, taken as a whole. Except as set forth on Section 3.3(b) of the Company Disclosure Letter, all of the issued and outstanding Equity Interests of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of all Encumbrances (other than restrictions under applicable securities laws or as set forth on Section 3.3(d) of the Company Disclosure Letter), and are duly authorized and validly issued, free of preemptive or any other third party rights (other than any such rights arising under applicable federal, state or foreign securities Laws) and, as to Equity Interests of corporate Subsidiaries, are fully paid and non-assessable. Except for the Subsidiaries listed on Section 3.3(a) of the Company Disclosure Letter and as set forth on Section 3.3(c) of the Company Disclosure Letter, no Acquired Company has any Subsidiaries or owns, directly or indirectly, (i) any Equity Interests in any other Person, or (ii) any interest in a partnership, unincorporated joint venture, or other arrangement with any other Person involving the sharing of profits or losses, or in the nature of a partnership, joint venture, or other business enterprise. The Company has delivered to the Purchaser true, correct and complete copies of its Subsidiaries’ Organizational Documents, and no Subsidiary is in default under or in violation of any provision thereof, except for technical, non-substantive defaults or violations that could not provide any holder of Equity Interests

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of the applicable Subsidiary or any other third party with a valid claim against such Subsidiary.

Section 3.4    Governmental Filings.

No filings or registration with, notification to, or authorization, license, clearance, permit, qualification, waiver, Order, consent or approval of, any Governmental Entity (collectively, “Governmental Filings”) are required in connection with the execution, delivery and performance of this Agreement and the Transaction Agreements by the Company (including the consummation of the Merger), except (a) Governmental Filings under the HSR Act, (b) the filing of the Certificate of Merger on the Closing Date and (c) such other Governmental Filings that if failed to be obtained, given or made, would not be, individually or in the aggregate, materially adverse to any Acquired Company or adversely effect the ability of an Acquired Company to conduct its business at one or more of its locations.

Section 3.5    Capital Structure.

(a)    The authorized, issued and outstanding Equity Interests of the Company are set forth on Section 3.5(a)(i) of the Company Disclosure Letter. The Common Stock collectively constitutes all of the Company’s capital stock, and all of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. Section 3.5(a)(ii) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (a) each record holder of the outstanding shares of Common Stock, and the number of shares of Common Stock held by each such record holder, (b) with respect to each Company Option outstanding, the Holder of such Company Option, the exercise price of such Company Option, the number of shares of Common Stock underlying such Company Option and the grant date of such Company Option and (c) with respect to each Company RSU outstanding, the Holder of such Company RSU, the number of shares of Common Stock underlying such Company RSU and the grant date of such Company RSU. Holdings has good, valid and marketable title to the Equity Interests set forth opposite its name on Section 3.5(a)(ii) of the Company Disclosure Letter free and clear of all Encumbrances (other than restrictions on transfer arising under applicable Securities Laws).

(b)    Other than as set forth on Section 3.3(a), Section 3.5(a)(i) or Section 3.5(b) of the Company Disclosure Letter, there are no authorized, issued or outstanding Equity Interests of any Acquired Company (including, for the avoidance of doubt, (i) equity and debt securities and instruments convertible or exchangeable into equity interests of any Acquired Company; and (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating any Acquired Company to issue, transfer or sell any of its equity interests or any securities convertible or exchangeable into equity interests or to purchase, redeem, or otherwise acquire any of its outstanding equity interests).

(c)    Except for this Agreement and as set forth on Section 3.5(c) of the Company Disclosure Letter, there are no Contracts or understandings between any Acquired Company and any other Person with respect to the issuance, acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on, any of the Equity Interests of any Acquired Company.

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(d)    No current or former direct or indirect equity owner of any Acquired Company or any of their respective predecessors, and no former holder of any right to acquire any interest in any Acquired Company or any of their respective predecessors (whether by warrant, option, convertible instrument, or otherwise), has notified the Company in writing or, to the Knowledge of the Company, orally that such Person has asserted or will seek to assert any rights against any Acquired Company in respect of or otherwise related to such equity ownership.

(e)    All Equity Interests issued by the Acquired Companies have been issued in transactions exempt from registration under the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or “blue sky” laws, and the Acquired Companies have not violated the Securities Act or any applicable state securities or “blue sky” laws in connection with the issuance of any of their Equity Interests.

Section 3.6    Financial Statements.

(a)    Attached hereto as Section 3.6(a) of the Company Disclosure Letter are true, correct and complete copies of (i) the audited consolidated balance sheets of the Acquired Companies for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively, and the related audited consolidated statements of income and cash flows of the Acquired Companies for the fiscal years then ended, including any notes thereto and together with the auditor’s report thereon (the “Annual Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Acquired Companies (the “Interim Financial Statements”) as at June 30, 2021 (the “Interim Balance Sheet Date”) and the related statements of income, changes in equity and cash flows for the six-month period then ended, including any notes thereto (together with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”).

(b)    No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the financial statements of the Acquired Companies. Except as set forth in Section 3.6(b) of the Company Disclosure Letter, the Financial Statements are consistent with the books and records of the Acquired Companies and have been prepared in accordance with GAAP (as in effect on the date of such Financial Statements) (except as disclosed in the footnotes thereto and, in the case of the Interim Financial Statements, subject to the absence of footnote disclosures and normal year-end reclassifications and adjustments, none of which, individually or in the aggregate, would reasonably be expected to be material), and present fairly, in all material respects, the financial position, results of operations and cash flows of the Acquired Companies as of the respective dates or for the respective periods set forth therein, subject, in the case of unaudited statements, to normal or recurring year-end audit adjustments, none of which, individually or in the aggregate, would reasonably be expected to be material, and the absence of notes thereto.

(c)    The reserves reflected on the Interim Financial Statements for Liabilities have been established in accordance with GAAP consistently applied in accordance with past practices throughout the periods covered thereby. There are no securitization transactions or other “off-balance sheet arrangements” (as that term is defined in Item 303 of Regulation S-K under the Securities Act) to which any Acquired Company is a party and has any continuing Liability.

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(d)    Section 3.6(d) of the Company Disclosure Letter sets forth a true, correct and complete accounting of the Indebtedness for borrowed money owed by the Acquired Companies to any Person, calculated as of the date hereof in accordance with GAAP. The Acquired Companies have performed in all material respects all of their respective obligations required to be performed by them under each document evidencing Indebtedness of any Acquired Company and there is no continuing event of default under any document evidencing Indebtedness of any Acquired Company.

(e)    Section 3.6(e) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all bank accounts and safe deposit boxes of the Acquired Companies and all Persons who are signatories thereunder or who have access thereto and (ii) the names of all Persons holding general or special powers of attorney from the Acquired Companies and a summary of the material terms thereof.

(f)    The Acquired Companies maintain a system of accounting established and administered in all material respects in accordance with GAAP and a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, except, in the case of each of (i) through (iv), for any deficiencies that individually or in the aggregate, are not material to the Acquired Companies, taken as a whole.

(g)    All notes and accounts receivable of the Acquired Companies (i) are reflected properly on the books and records of the Acquired Companies in accordance with GAAP (consistently applied), (ii) are bona fide receivables representing amounts due with respect to actual, arm’s length transactions entered into in the ordinary course of business for goods sold and delivered or services performed, and (iii) are legal, valid and binding obligations of the obligors, except as such enforcement may be limited by the Enforceability Exceptions. The reserves for doubtful accounts set forth in the Financial Statements were established in accordance with GAAP.

(h)    (x) All accounts payable of the Acquired Companies arose in bona fide arm’s length transactions in the ordinary course of business and (y) the accounts payable have been or will be paid and are not delinquent in their payment in any material respect. Since the Interim Balance Sheet Date, the Acquired Companies have paid their accounts payable in the ordinary course of business. To the Knowledge of the Company, the Acquired Companies have no account payable to any Person (other than accounts payable in the ordinary course of business which are not material in the aggregate) which is an Affiliate of the Acquired Companies or any of their directors, managers, officers, employees or direct or indirect equity holders, except as set forth in Section 3.6(h)(ii) of the Company Disclosure Letter.

(i)    All inventory of the Acquired Companies (i) is normal and merchantable and is of quality and quantity presently usable and salable in the ordinary course of business, none of which is slow-moving in a manner inconsistent with the ordinary course of business of the Acquired Companies, defective or damaged, or obsolete in any material respect, except to the extent reserved against in the Financial Statements, and for such de minimis defective inventory that arises in the ordinary course and is not

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required by GAAP to be recorded on Financial Statements; and (ii) is in the physical possession of the Acquired Companies or its grading laboratories or vendors that are processing or holding such inventory on behalf of the Acquired Companies, or in transit to or from a customer or supplier of the Acquired Companies. Subject to the reserves set forth in the Financial Statements, all inventory reflected on the Financial Statements is valued in accordance with GAAP at the lower of cost (on a moving average cost basis) or market. The inventory reserves set forth in the Financial Statements were established in accordance with GAAP. The Acquired Companies will have on hand as of the Closing such quantities of inventory as are reasonably required to continue the business of the Acquired Companies immediately after the Closing consistent with past practice. Except as set forth in Section 3.6(i)(a) of the Company Disclosure Letter, the Acquired Companies have continued to purchase inventory in the ordinary course of business at all times since December 31, 2018. All inventory complies with all applicable Laws and with the requirements of the Contracts to which such inventory relates. Section 3.6(i)(b) of the Company Disclosure Letter contains a list of all consigned inventory as of the date hereof.

Section 3.7    No Undisclosed Liabilities.

Except as disclosed, reflected or reserved against in the Financial Statements (or the notes thereto) or as set forth in Section 3.7 of the Company Disclosure Letter, none of the Acquired Companies has any liabilities or obligations of any nature, whether or not known, accrued, contingent or otherwise, except for (a) liabilities and obligations incurred since the Interim Balance Sheet Date in the ordinary course of business (none of which are material (individually or in the aggregate) or relate to a breach of Contract, breach of warranty, tort, infringement, violation of Law, Order or Permit, or any Action), (b) liabilities and obligations incurred since the Interim Balance Sheet Date pursuant to or in connection with this Agreement, the Transaction Agreements or the transactions contemplated hereby or thereby and which, to the extent outstanding as of Closing, will be included in the Estimated Unpaid Transaction Expense Amount or as Estimated Closing Indebtedness hereunder, and (c) liabilities that would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole.

Section 3.8    No Conflict or Violation.

Except as set forth on Section 3.8 of the Company Disclosure Letter, the execution, delivery and performance by the Seller, Holdings and the Company of this Agreement and the Transaction Agreements and the consummation by the Holders, Holdings and the Company of the Merger and the other transactions to which they are or will be a party as contemplated by this Agreement and the Transaction Agreements do not or will not, assuming all Governmental Filings described in Section 3.4 and Section 6.3 have been obtained or made and assuming that the Stockholder Approval and the relevant approvals of Merger Subsidiary described in Section 8.15 are obtained, (a) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) on any asset of any Acquired Company; (b) violate or conflict with, constitute a breach of or default under, impose any additional obligation under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to revoke, withdraw, suspend, terminate, modify, cancel, or otherwise require any action, consent, approval, Order, authorization, registration, declaration or filing with respect to (i) any applicable Permit, Law or Order to which any Acquired Company is subject or by which any Acquired Company’s assets are bound; (ii) any Material Contract to which an Acquired

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Company is party or by which its assets are bound; or (c) materially violate any provision contained in the Organizational Documents of any Acquired Company.

Section 3.9    Legal Proceedings.

(a)    Except as set forth on Section 3.9(a) of the Company Disclosure Letter, there are no Actions pending, threatened in writing, or, to the Knowledge of the Company, threatened orally against any Acquired Company, including Actions that (i) seek to challenge the validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of, or seek other equitable relief with respect to, the transactions contemplated by this Agreement or (ii) the Company reasonably believes are unresolved and that, if adversely determined, would be material to the Acquired Companies taken as a whole.

(b)    Section 3.9(b) of the Company Disclosure Letter lists each Action within the past three (3) years or pursuant to which any party has ongoing obligations (i) that resulted in any criminal sanctions against any Acquired Company or (ii) that was brought by or against an Acquired Company, or any of their respective directors, members, officers or managers in their capacity as such. To the Knowledge of the Company, no event has occurred or circumstance exists that could reasonably be expected to give rise to or serve as a basis for the commencement of any Action that, if adversely determined, would be material to the Acquired Companies taken as a whole.

(c)    Except as set forth in Section 3.9(c) of the Company Disclosure Letter, (i) in the past five (5) years, there have not been any judgments, Orders or decrees against any Acquired Company or to which any of their businesses, properties or assets have been subject, and (ii) all such judgments, Orders and decrees have been satisfied in full and no Acquired Company has any continuing obligations thereunder.

Section 3.10    Personal Property.

Except as specifically reflected in the Financial Statements (including the footnotes related thereto) or Section 3.10(a) of the Company Disclosure Letter, the Acquired Companies have good, valid and marketable title to, or, in the case of leased or licensed properties and assets, a valid leasehold interest in or license to, all the personal property owned, leased or licensed by an Acquired Company that is reflected in the Interim Financial Statements included in the Financial Statements or acquired since the date of the Interim Financial Statements, in each case free and clear of Encumbrances (except for Permitted Encumbrances), except for such tangible personal property that has been disposed of, transferred, sold or depleted in the ordinary course of business since the date of the Interim Financial Statements. All such tangible personal property is in good condition and repair (subject to normal wear and tear consistent with the age of such tangible personal properties), is not in need of maintenance or repairs, other than routine maintenance (none of which has been deferred), and is sufficient for use in and the operation of the Acquired Companies’ business as currently conducted. Except as set forth on Section 3.10(b) of the Company Disclosure Letter, such assets and properties constitute all of the assets and properties necessary for the conduct of the Acquired Companies’ business as currently conducted. Neither any Holder nor Holdings owns or holds any rights, properties, or assets for use by or in the business of any Acquired Company.

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Section 3.11    Real Property.

(a)    None of the Acquired Companies owns any real property or has ever owned any real property.

(b)    Section 3.11(b) of the Company Disclosure Letter sets forth a list of all existing leases or other Contracts, including all amendments and modifications thereto (the “Leases”), under which an Acquired Company leases real property owned by any third party (individually, a “Leased Property”) and identifies by street address the Leased Property which is the subject of the Leases.  True, correct and complete copies of the Leases have been made available to Purchaser.  Each applicable Acquired Company has a valid and existing leasehold interest in, and the right to quiet enjoyment of, the Leased Property. All accrued and currently payable base rents, additional rents and other payments required by each Lease have been paid. Each of the Leases is binding on the Acquired Company party thereto, and, to the Knowledge of the Company, the other party thereto (in each case subject to the Enforceability Exceptions), and in full force and effect, and to the Knowledge of the Company, no Person other than an Acquired Company has any right to possession, occupancy or use of any of the premises demised under the Leases.  The Company has not mortgaged, deeded in trust or otherwise encumbered any Lease or Leased Property or any interest therein.  No Acquired Company has received written notice of any material default, or cancellation or termination under any of the Leases.  There is no material default under any of the Leases and each applicable Acquired Company and, to the Knowledge of the Company, all other parties thereto are in compliance with the terms and conditions of the Leases.

(c)    Neither the Acquired Companies nor Seller has received any written or, to the Knowledge of the Company, oral notice of, and to the Knowledge of the Company, there is not, any proceeding regarding the conduct of business at, on, or the use of, the Leased Property.  The Acquired Companies have accepted possession of the Leased Property, and all conditions and requirements to be performed by each lessor of the Leased Property prior to such possession have been completed. No Person except the Acquired Companies and their employees occupies the Leased Property. To the Knowledge of the Company, there are no covenants, deed restrictions, easements, leases, sub-leases, rights of occupancy or other liens that encumber the Leased Property that adversely affect or could adversely affect the use and occupancy of the Leased Property as it is presently used and occupied.  The Acquired Companies have not assigned, sublet, transferred, hypothecated or otherwise disposed of any interest in the Leases and/or the Leased Property, or any part thereof.  There have been no promises or representations made to the Acquired Companies or Seller by any lessor concerning the Leases or the Leased Property not contained in the Leases.  Except as set forth in Section 3.11(c) of the Company Disclosure Letter, neither the Leases nor any obligations of the Acquired Companies thereunder have been guaranteed by any Person.  Neither the Acquired Companies nor Seller has received any written or, to the Knowledge of the Company, oral notice of violation of any Laws related to the use, occupancy or condition of the Leases or the Leased Property.  To the Knowledge of the Company, the improvements located on the Leased Property are in material compliance with building, zoning, anti-pollution, health, occupational safety and other Laws and all Permits applicable to the Leased Property.

(d)    There are no pending or, to the Knowledge of the Company, threatened (i) condemnation or taking proceedings against all or any portion of any of the Leased Property or (ii) proceedings to amend or modify any building code or zoning or

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land use Laws that would reasonably be expected to adversely affect the use or occupancy of the Leased Property as currently used or occupied by the Acquired Companies.

(e)    To the Knowledge of the Company, all improvements located on the Leased Property are structurally sound and in good condition and repair in all material respects (ordinary wear and tear excepted) and sufficient for the operation of the business as presently conducted by the Acquired Companies.  There are no maintenance or capital improvements related to the Leased Property that are being deferred.

Section 3.12    Taxes.

Except as set forth on Section 3.12 of the Company Disclosure Letter:

(a)    The Acquired Companies have accurately and timely filed (taking into account properly filed extensions) all income and other material Tax Returns required to have been filed by them, and all such Tax Returns are complete and correct in all material respects. The Acquired Companies have timely paid in full all Taxes shown to be due on any Tax Return and have timely paid in full all other material Taxes due and payable (whether or not shown on such Tax Returns).

(b)    There are no pending, current or, to the Knowledge of the Company, threatened in writing or proposed in writing claims, actions, suits, proceedings or investigations for the assessment or collection of Taxes with respect to any Acquired Company. No written power of attorney with respect to Taxes has been filed or entered into by any Acquired Company with any Taxing Authority.

(c)    The Acquired Companies have not executed or filed with any Governmental Entity any agreement extending the period for assessment or collection of any Taxes which agreement is still in effect.

(d)    No Acquired Company has ever received from any Taxing Authority in jurisdictions where an Acquired Company has not filed Tax Returns any notice indicating that such Acquired Company is or may be subject to taxation by that jurisdiction.

(e)    No Acquired Company will have any liability under any Tax sharing or Tax allocation agreements, other than (A) agreements entered into in the ordinary course of business the principal purpose of which is not Tax, and (B) agreements entered into between or among the Acquired Companies and Holdings.

(f)    All material Taxes required to have been withheld by each of the Acquired Companies have been duly and timely withheld, and such withheld Taxes have either been duly and timely paid to the appropriate Taxing Authority or properly set aside in accounts for such purpose.

(g)    The Acquired Companies have each made full and adequate provision in the Financial Statements for all material Taxes which are not yet due and payable but which relate to Tax periods (or portions thereof) ending on or before the date of such Financial Statements, the unpaid Taxes of the Acquired Companies will not exceed that reserve by a material amount (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) as adjusted for the passage of time through the Closing in accordance with the past custom and practice of the Acquired

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Companies in filing their Tax Returns, and since the date of the most recent Financial Statements, no Acquired Company has incurred any liability for Taxes arising from transactions outside the ordinary course of business or otherwise inconsistent with past custom and practice.

(h)    No Acquired Company (i) has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local or non-U.S. law), in either case that would be binding upon any Acquired Company after the Closing Date, (ii) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return other than such an affiliated group with respect to which Holdings was the common parent, (iii) has any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. law, as a transferee or successor, or pursuant to any Tax sharing or indemnity agreement or other contractual agreements (other than any such agreement not primarily related to Taxes).

(i)    None of the Acquired Companies will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, as a result of any (i) change in or improper use of a method of accounting for a taxable period ending on or prior to the Closing Date under Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax law), (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received or deferred revenue accrued or realized prior to the Closing Date, (iv) transactions effected or investments made outside the ordinary course of business prior to the Closing by any Acquired Company that result in taxable income pursuant to Section 951(a) of the Code (or any similar provision of Law) with respect to taxable periods (or portions thereof) ending on the Closing Date, or (v) any obligation pursuant to Section 965 of the Code (including any election under Section 965(h) of the Code) with respect to taxable periods (or portions thereof) ending on the Closing Date.

(j)    None of the Acquired Companies has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution that could otherwise constitute a “plan” or “series of related transactions” in conjunction with the transaction contemplated by this Agreement. None of the Acquired Companies is a party to a “gain recognition agreement” within the meaning of the Treasury Regulations under Section 367 of the Code.

(k)    No Subsidiary organized outside of the United States is or has been classified as a “passive foreign investment company”, as defined in Section 1297 of the Code.

(l)    Each Acquired Company is in material compliance with all applicable transfer pricing Laws and regulations, including under Treasury Regulations promulgated under section 482 of the Code.

(m)    Neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated by this Agreement (alone or in combination with any other event) will result in the payment of any amount that may, individually or in combination with any other such payment, be deemed an “excess parachute payment” under Section 280G of the Code. None of the Acquired Companies

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maintains any obligations to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

(n)    The Company RSUs, and any other plan, arrangement or agreement that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code have been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. All Company Options have been granted having an exercise price at least equal to the fair market value of the underlying common stock of the Company on the date each Company Option was granted within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder.

(o)    There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Acquired Companies.

(p)    None of the Acquired Companies has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(q)    Each of the Acquired Companies has complied in all material respects with all Laws related to escheat and abandoned and unclaimed property.

(r)    None of the Acquired Companies has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(s)    No Acquired Company has engaged in any “reportable transaction” as defined in Section 6707A(c)(1) and Treasury Regulation §1.6011-4(b).

Section 3.13    Absence of Certain Changes.

Except as set forth on Section 3.13 of the Company Disclosure Letter or as otherwise contemplated or permitted by this Agreement, since the date of the Interim Financial Statements, (x) the Acquired Companies have conducted, in all material respects, their business in the ordinary course of business, and (y) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Interim Financial Statements, no Acquired Company has:

(a)    sold, leased, transferred, pledged or assigned any of its material assets or cancelled, compromised, waived or released any material right or claim;

(b)    transferred or granted any material license or sublicense of any rights under or with respect to any Intellectual Property Rights, granted any Encumbrance or assigned or otherwise disposed of any material Intellectual Property Rights or allowed any material Intellectual Property Rights to become abandoned;

(c)    guaranteed any Indebtedness or incurred any Indebtedness for borrowed money (other than draws under a revolving line of credit in the ordinary course of business);

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(d)    amended its Organizational Documents;

(e)    issued, sold or otherwise disposed of any of its Equity Interests, or granted any options, warrants, appraisal rights, securities convertible into Equity Interests, or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Equity Interests;

(f)    experienced any material damage, destruction, loss or casualty, whether or not covered by insurance, to any of its property or assets;

(g)    except as required under any Benefit Plan or Contract that is in place as of the date hereof, as required under applicable Law or in the ordinary course of business (i) granted, made any increase in or modified the vesting or acceleration of, any compensation, severance or benefits to be paid to any of its current or former directors, managers, officers or Employees or other service providers, (ii) entered into, modified or terminated any employment agreement or independent contractor agreement pursuant to which any employee or contractor is paid a base salary or base consulting fee in excess of one hundred thousand dollars ($100,000) per year, or collective bargaining agreement, (iii) hired, engaged or terminated the relationship with any Employee or independent contractor who is paid a base salary or base consulting fee in excess of one hundred thousand dollars ($100,000) per year or (iv) adopted, modified or terminated any Benefit Plan;

(h)    (i) made any material Tax election outside of the ordinary course of business, (ii) incurred any Taxes outside of the ordinary course of business, (iii) changed any method of accounting for Tax purposes, (iv) entered any agreement with any Governmental Entity with respect to any Tax or Tax Returns, (v) surrendered a right to a Tax refund, (vi) changed an accounting period with respect to Tax, (vii) filed an amended Tax Return, (viii) changed or revoked any Tax election or (ix) entered into any agreement to extend or waive the applicable statute of limitations with respect to any Taxes;

(i)    declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests or redeemed, purchased or otherwise acquired any of its Equity Interests;

(j)    entered into or adopted a plan or agreement of recapitalization, reorganization, merger or consolidation, or adopted a plan of complete or partial liquidation or dissolution;

(k)    amended, renewed or terminated, or agreed to a release, waiver, modification or termination of, an agreement with a Holder or any Affiliate thereof (other than terminations as a result of the expiration of such agreement), or entered into a new transaction or agreement, with a Holder or any Affiliate thereof;

(l)    made any change in the policies of such Acquired Company with respect to the payment of accounts payable or accrued expenses or the collection of accounts receivable or other receivables, other than in the ordinary course of business;

(m)    made any change in its cash management practices or in the accounting methods, principles or practices used by such Acquired Company, except as required by Law or GAAP;

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(n)    (i) made any loans or advances of borrowed money, or capital contributions to, or equity investments in, any Person or (ii) created any Subsidiaries;

(o)    acquired any real property or entered into any new leases (as tenant or landlord), licenses or other occupancy agreements;

(p)    settled or compromised any Action;

(q)    entered into or terminated any Material Contract;

(r)    increased any reserves for contingent Liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business);

(s)    disclosed to any Person any Trade Secret that is material to the conduct of the business of the Acquired Companies other than in the ordinary course of business;

(t)    opened any new facility or entered into any new line of business or closed any facility or discontinued any line of business or any material business operation;

(u)    experienced any departure by any executive officer; or

(v)    agreed, whether orally or in writing, to do any of the foregoing.

Section 3.14    Material Contracts.

(a)    Section 3.14(a) of the Company Disclosure Letter sets forth a true and complete list of the following Contracts to which an Acquired Company is a party or by which an Acquired Company’s assets are bound (collectively, the “Material Contracts”):

(i)    any Contract relating to Indebtedness, the lending or investing of funds or to the mortgaging, pledging or otherwise placing an Encumbrance (other than a Permitted Encumbrance) on any asset or group of assets of an Acquired Company;

(ii)    any Contract or group of related Contracts which involves remaining consideration payable by an Acquired Company in excess of one hundred fifty thousand dollars ($150,000) or which cannot be terminated by the Acquired Company within thirty (30) days’ of notice without penalty, other than the Leases;

(iii)    any Contract for the lease, sublease, license, occupancy or use of real or personal property, including the Leases;

(iv)    any Contract (A) prohibiting any Acquired Company from competing with any Person or engaging in any line of business or in any geographic area, or doing business with, soliciting or hiring any Person, (B) containing any exclusivity provision or stand-still provision, (C) containing any special payment, pricing, discount, rebate or other provisions, whether payable as a lump sum or over time, including any “most favored nation” provision or similar understandings; (D) containing any right of first refusal, right of first offer, or other preferential right to purchase any rights, assets, services

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or properties of any Person; or (E) containing any minimum purchase volumes or purchase volume discounts;

(v)    any joint venture agreement, cooperative agreement, partnership agreement, or similar arrangement involving a sharing of profits or otherwise;

(vi)    any Contract with a Material Customer or Material Supplier;

(vii)    (A) the Company IPR Agreements and (B) any Contract that limits, restricts, or materially impairs the Acquired Companies’ ability to use or enforce any Company IPR, including any such limiting agreements entered into in connection with any settlement, co-existence, or non-compete agreement;

(viii)    any Contract between or among any Acquired Company, on the one hand, and (i) any Holder, (ii) any Affiliate of any Acquired Company or Holder (including another Acquired Company), or (iii) any current or former manager, officer, or director of any Holder or any Acquired Company, on the other hand;

(ix)    any Contract providing for (A) the assignment, sale, transfer, exchange, or other disposition of any Equity Interests, business unit or assets and properties owned, leased, licensed, used, or held for use by any Acquired Company (other than inventory sales in the ordinary course of business) or (B) any merger, consolidation, or other business combination;

(x)    any Contract relating to the purchase, exchange, contribution, transfer, or other acquisition or disposition, directly or indirectly (including by merger), of the assets or business of any Person that involves (A) all or substantially all of the assets or business of such Person or (B) the Equity Interests of such Person;

(xi)    any Contract with (A) a staffing company, temporary employee agency, professional employer organization or similar company or service provider or (B) a marketing or advertising agency which involves annual consideration payable by an Acquired Company in excess of twenty-five thousand dollars ($25,000);

(xii)    any Contract that provides for any compensation, severance or other benefits payable in connection with a change in control;

(xiii)    any collective bargaining agreement (or similar labor contract) covering any Employee;

(xiv)    any Contract for the engagement of any natural person on a full-time, part-time or consulting basis involving the payment of base salary or base compensation or a fee of more than one hundred thousand dollars ($100,000) per year;

(xv)    any (A) Contract between an Acquired Company and a Governmental Entity, or (B) settlement, conciliation or similar Contract with any Governmental Entity or other Person that imposes any monetary or other obligations on any Acquired Company;

(xvi)    any Contract that relates to material capital expenditures or the acquisition or construction of material fixed assets;

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(xvii)    any Contract granting any outstanding power of attorney empowering any Person to act on behalf of any Acquired Company; and

(xviii)    any outstanding written or otherwise binding commitment to enter into any agreement of the type described in subsections (i) through (xvii) of this Section 3.14(a).

(b)    Except as set forth in Section 3.14(b) of the Company Disclosure Letter, (i) each Material Contract (A) constitutes a valid and binding obligation of each Acquired Company party thereto and, to the Knowledge of the Company, the other party thereto, and (B) assuming such Material Contract is binding and enforceable against the other parties thereto, is enforceable against each party thereto (in each case, subject to the Enforceability Exceptions), (ii) no Acquired Company is or has been alleged in writing or, to the Knowledge of the Company, orally to be in material breach of or material default under any Material Contract, (iii) to the Knowledge of the Company, no counterparty is in material breach of or material default under any Material Contract, (iv) to the Knowledge of the Company, there exists no event or condition, including the execution and delivery of this Agreement and the Transaction Agreements, or the consummation of any transaction contemplated hereby or thereby, which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default or breach or would permit the termination, modification or acceleration of any Material Contract, (v) to the Knowledge of the Company, there is no pending or threatened bankruptcy, insolvency or similar proceeding with respect to any party to any Material Contract, and (vi) to the Knowledge of the Company, (A) there has been no cancellation, nonrenewal or renegotiation of any Material Contract, and (B) there is no cancellation, nonrenewal or renegotiation by the other party to any Material Contract reasonably anticipated.

(c)    The Company has made available to the Purchaser a true, correct and complete copy of each written Material Contract and, in the case of any oral Material Contract, an accurate description of all material terms such oral Material Contract.

Section 3.15    Labor and Employees.

(a)    None of the Acquired Companies is a party to any collective bargaining agreement with any labor organization. No labor strike, slowdown, lockout or work stoppage by Employees against any of the Acquired Companies is pending or, to the Knowledge of the Company, threatened in writing.

(b)    Except as disclosed on Section 3.15(b) of the Company Disclosure Letter, no unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened in writing against any of the Acquired Companies.

(c)    Except as disclosed on Section 3.15(c) of the Company Disclosure Letter, to the Knowledge of the Company, there have not been any organizing attempts by any labor organization at any of the Acquired Companies during the three (3) years preceding the date of this Agreement.

(d)    The Acquired Companies are, and at all times during the past three (3) years have been, in compliance in all material respects with all Laws relating to employment and employment practices, including all Laws relating to recruitment, hiring, retention, compensation, employment of employees, and termination of employment

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relationships. The Acquired Companies are and for the past three (3) years have been in material compliance with the Worker Adjustment and Retraining Notification Act (“WARN Act”) and all similar Laws, and, during such time, there has not been any plant closing, mass layoff, or other termination of employment relationships of the Acquired Companies that triggered advance notice obligations for any of the Acquired Companies under the WARN Act or any similar Law. Each of the Acquired Companies has on file a Form I-9 for all of its current and former employees to the extent required by applicable Law, except as would not create material liability for the Acquired Companies under applicable Law.

(e)    Except as set forth on Section 3.15(e) of the Company Disclosure Letter, (i) none of the Acquired Companies is materially delinquent in payments to employees, former employees, or independent contractors for any wages, salaries, fringe benefits, paid time off, overtime pay, commissions, bonuses, fees, or other compensation for any services performed by them to date or amounts required by Law to be reimbursed to them; (ii) each of the Acquired Companies is in material compliance with applicable Laws respecting worker classification, including classification and treatment of independent contractors and classification of exempt employees; and (iii) no executive employee of the Company has, to the Knowledge of the Company, given written notice that he or she is terminating his or her employment or engagement with any of the Acquired Companies within the three (3) months following the date of this Agreement.

(f)    Except as set forth on Section 3.15(f) of the Company Disclosure Letter, within the last three (3) years, there has not been any, and to the Knowledge of the Company, there is not any threatened allegation of work-related sexual harassment or sexual misconduct against (i) any current or former director, manager, or officer of the Acquired Companies or (ii) any current or former employee or independent contractor of the Acquired Companies who, directly or indirectly, supervises or has managerial oversight over (or supervised or had managerial oversight over) any other group of current or former employees or independent contractors of the Acquired Companies. Within the last six (6) years, none of the Acquired Companies has entered into any settlement agreement related to allegations or threatened allegations of sexual harassment or sexual misconduct by any current or former director, manager, officer, employee, independent contractor, or other service provider of the Acquired Companies.

(g)    The Company has made available to Purchaser a true, correct, and complete listing of the employees of the Acquired Companies as of the date of this Agreement, which sets forth for each such Employee the following: (i) title or position (including whether full or part-time), (ii) hire date, (iii) classification by the Acquired Companies as exempt or non-exempt from the minimum wage and overtime requirements of the Fair Labor Standards Act and similar state and local Laws, (iv) current annual base salary or base hourly rate of pay, (v) annual commission, bonus or other incentive based compensation targets, (vi) the rate and amount of such compensation paid to each such Employee for the current fiscal year through June 30, 2021 and (vii) if on a leave of absence, anticipated date of return to service. To the Knowledge of the Company, each Employee is lawfully authorized to work in the United States.

Section 3.16    Compliance With Laws; Permits.

(a)    Except as set forth on Section 3.16(a) of the Company Disclosure Letter, since January 1, 2018, (i) each Acquired Company is and has been in compliance in

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all material respects with all applicable Laws then in effect and all Orders applicable to it or to the conduct of its business or the ownership or use of any of its properties or assets, and (ii) no Acquired Company has received any written or, to the Knowledge of the Company, oral notice from any Governmental Entity or any other Person alleging any violation of, or failure to comply in any material respect with, any Law or Order to which it, its business or any of its properties or assets is subject.

(b)    The Company does not, and since January 1, 2018 has not, purchased rough diamonds from its suppliers. Without limiting the foregoing, the Acquired Companies are, and since January 1, 2018 have been, in compliance in all material respects with all applicable Laws relating to diamonds, gemstones and jewelry administration (including the Supervision of Diamonds Law, Import and Export, 1979, the Kimberley Process, the Clean Diamond Trade Act and the Rough Diamonds Control Regulations). To the Knowledge of the Company, all provided diamonds have been purchased by the Acquired Companies from sources who are registered dealers and Kimberley Process-certified and not involved in funding conflict and are in full compliance with the United Nations resolutions and all other similar applicable regulation governing such matters. No Acquired Company has (i) received any written or, to the Knowledge of the Company, oral notice of or been charged with the violation of any such Law or (ii) received any written notice, or to the Knowledge of the Company received any oral notice, that any Acquired Company has been under investigation with respect to the violation of any such Laws.

(c)    Except as set forth in Section 3.16(c)(i) of the Company Disclosure Letter, the Acquired Companies hold, to the extent required by applicable Law, all material Permits required or advisable for the Acquired Companies to conduct their business, as presently conducted and as currently proposed to be conducted, and all such Permits are in full force and effect. No Acquired Company is or has been in material violation of any of its Permits and no Action is pending or threatened to revoke or limit any such Permit. Each Acquired Company has taken all required action to maintain each Permit. Section 3.16(c)(ii) of the Company Disclosure Letter contains a true, correct and complete list of all material Permits under which any of the Acquired Companies is operating or by which any of them or any of their respective assets or properties is bound. To the Knowledge of the Company, no loss or expiration of any material Permit is threatened, pending or reasonably foreseeable (including as a result of the consummation of the transactions contemplated hereby).

Section 3.17    Environmental Matters.

Except as set forth on Section 3.17 of the Company Disclosure Letter, the Acquired Companies: (a) are in compliance with all applicable Laws relating to pollution, the protection of the environment or the protection of human health from exposure to Hazardous Substances (“Environmental Laws”) except for any noncompliance as would not reasonably be expected to be material; (b) have obtained and are in compliance in all material respects with all Permits required under Environmental Laws; (c) have not received notice of any (i) actions, (ii) claims or (iii) investigations, in each case, by any Person alleging an Acquired Company has liability under, or is in non-compliance with, any Environmental Laws except for such actions, claims or investigations that, to the Knowledge of the Company, have been resolved in all material respects; and (d) have made available to Purchaser copies of any and all material, non-privileged environmental site assessment reports or environmental compliance audit reports related to the Acquired

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Companies in the possession, custody or control of any Acquired Company. Except with respect to the leases for the Leased Property, the Acquired Companies have not entered into, assumed, undertaken, become subject to, or provided an indemnity with respect to, by Contract or operation of Law or otherwise, any liability pursuant to Environmental Laws or Order relating to or arising under Environmental Laws. There are no past or present events, conditions, circumstances, activities, practices, uses, incidents, actions or plans that would reasonably be expected to give rise to any common law or legal liability or otherwise form the basis of any Action or notice of violation, study or investigation relating to the environment or to human health and safety arising under any Environmental Laws that would relate to or arise out of the operation of the business of the Acquired Companies.

Section 3.18    Employee Benefit Plans.

(a)    Set forth on Section 3.18(a) of the Company Disclosure Letter is a true and complete list of each material Benefit Plan. For purposes of this Agreement, “Benefit Plan” means each (i) “employee benefit plan,” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, bonus, incentive, equity or equity-based, phantom equity, employment, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, welfare and fringe benefit plan, program, Contract, or arrangement, in any case, maintained, contributed to, or required to be contributed to, by any Acquired Company for the benefit of any current or former employee, director or officer of any Acquired Company (but in all cases, excluding any plan, program, Contract or arrangement maintained by a Governmental Entity or to which a Governmental Entity requires an Acquired Company to make contributions).

(b)    As applicable with respect to each material Benefit Plan, the Company has delivered or made available to Purchaser true and complete copies of (i) each Benefit Plan, including all material amendments thereto, (ii) the most recently filed annual reports and all schedules thereto, (iii) the most recent Internal Revenue Service (“IRS”) determination, opinion or advisory letter, (iv) the most recent summary annual reports, actuarial reports, financial statements and trustee reports and (v) all documents concerning Governmental Entity audits or investigations or “prohibited transactions” within the meaning of Section 4975 of the Code, in any case, from the last three years.

(c)    Each Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws.

(d)    The Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Code (each, a “Pension Plan”) have received a determination, opinion or advisory letter from the IRS on which they may currently rely to the effect that such Pension Plans are qualified under Section 401(a) of the Code, and to the Knowledge of the Company, nothing has occurred that would reasonably be expected to result in the disqualification of any Pension Plan or the loss of tax exempt status of the related trust.

(e)    No Acquired Company, nor any other Controlled Group Member, maintains, contributes to, or is required to contribute to, (i) any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV or Section

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302 of ERISA or Section 412 of the Code or (ii) any “multiemployer plan” (within the meaning of Section 3(37) of ERISA).

(f)    There are no pending audits or investigations by any Governmental Entity involving any Benefit Plan, and no pending or, to the Knowledge of the Company, threatened material claims (except for individual claims for benefits payable in the normal operation of the Benefit Plans), material suits or material proceedings involving any Benefit Plan.

(g)    No Benefit Plan provides death, medical, dental, vision or life insurance benefits beyond termination of service or retirement other than coverage mandated by Law.

(h)    If a Benefit Plan is a “group health plan” as defined in Section 733(a)(1) of ERISA, it is in material compliance with the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, the Healthcare and Education Reconciliation Act of 2010, Pub. L. No. 111-152, and all regulations and guidance issued thereunder (collectively, “Healthcare Reform Laws”). No event has occurred, and no condition or circumstances exists, that could reasonably be expected to subject any Acquired Company or any other Controlled Group Member, or a Benefit Plan to material penalties or excise Taxes under Section 4980D or 4980H of the Code or any other provision of the Healthcare Reform Laws or, to the Knowledge of the Company, that could reasonably be expected to subject Purchaser to material penalties or excise Taxes under Section 4980D or 4980H of the Code or any other provision of the Healthcare Reform Laws with respect to any Benefit Plan.

(i)    Except as set forth in Section 3.18(i) of the Company Disclosure Letter, neither the execution of, nor the performance of the transactions contemplated by, this Agreement will either alone or in connection with any other event(s) (one of which is the execution of, or the performance of the transactions contemplated by, this Agreement) (i) result in any payment becoming due to any current or former employee, director or officer of any Acquired Company, (ii) increase any amount of compensation or benefits otherwise payable under any Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Benefit Plan or (iv) require any contribution or payment to fund any obligation under any Benefit Plan.

Section 3.19    Intellectual Property; Data Privacy.

(a)    Section 3.19(a) of the Company Disclosure Letter sets forth a list of all registrations or applications for the following that are included in the Company IPR: (i) Patents, (ii) Trademarks, (iii) domain names, social media handles and other digital identifiers, and (iv) Copyrights, setting forth as to each such item, as applicable, the jurisdiction in which such item is registered or in which such application is pending, the date of application or registration, and the application or registration number. Section 3.19(a)(v) of the Company Disclosure Letter sets forth a list of all material Software included in the Company IPR. Except as set forth on Section 3.19(a)(vi) of the Company Disclosure Letter, the Company IPR is owned by one or more Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and Company IPR Agreements.

(b)    Section 3.19(b) of the Company Disclosure Letter sets forth a list of all Contracts, including any license, royalty or other agreements, under which (i) any of the

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Acquired Companies grant a license to any third party to use any Company IPR other than Incidental Licenses and (ii) any of the Acquired Companies are granted a license under Intellectual Property Rights owned by a third party, other than Incidental Licenses (the agreements listed in subsections (i) and (ii) above, the “Company IPR Agreements”).

(c)    Except as set forth on Section 3.19(c) of the Company Disclosure Letter: (i) the conduct of the business of the Acquired Companies and the Company IPR does not infringe, misappropriate, or otherwise violate, and has not in the thirty-six (36) months preceding the date of this Agreement infringed, misappropriated, or otherwise violated, any Intellectual Property Rights of any third party; (ii) the Acquired Companies have not received, within the thirty-six (36) months preceding the date of this Agreement or longer with respect to ongoing disputes, any written notice alleging any such infringement, misappropriation, or violation; (iii) to the Knowledge of the Company no third party is infringing or misappropriating any Company IPR in any material manner; and (iv) none of the Acquired Companies have issued, within the thirty-six (36) months preceding the date of this Agreement or longer with respect to ongoing disputes, any written notice to any third party alleging the foregoing.

(d)    The Company IPR together with the Intellectual Property Rights granted to the Acquired Companies pursuant to the Intellectual Property Licenses (collectively, the “Business IPR”), constitutes all of the Intellectual Property Rights necessary for the conduct of the businesses of the Acquired Companies as currently conducted. Except as set forth on Section 3.19(d) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of the Acquired Companies/ rights in or to any Business IPR, and the Business IPR owned or used by the Acquired Companies immediately prior to Closing will be owned or available for use (as applicable) by the Acquired Companies on identical terms and conditions immediately following Closing.

(e)    The Acquired Companies have used commercially reasonable measures to maintain the secrecy, confidentiality and value of all Trade Secrets in the possession of or under the control of the Acquired Companies, including all Trade Secrets included in the Company IPR. Other than as not would be material to the Acquired Companies, taken as a whole, the Acquired Companies have required all employees, directors, officers, consultants, contractors, agents and other Persons with access to such Trade Secrets to execute valid and binding written agreements requiring them to maintain the confidentiality of such Trade Secrets and use such information only for the benefit of the Acquired Companies. To the Knowledge of the Company, no employee, director, officer, consultant, contractor, or agent of the Acquired Companies, or any other Person with access to such Trade Secrets, has disclosed or has been allowed to disclose any such Trade Secrets to any third Person other than pursuant to a written confidentiality agreement. All current and former employees, consultants and contractors of each Acquired Company who contributed to the development of Intellectual Property Rights in the course of their employment or engagement by such Acquired Company, have executed valid and binding written agreements that irrevocably assign to such Acquired Company all of such Person’s respective rights related to such Intellectual Property Rights.

(f)    Except as set forth on Section 3.19(f) of the Company Disclosure Letter, there are no royalties, honoraria, fees, or other monetary consideration of any sort owing to any Person by reason of any Acquired Company’s ownership, development, use, license, sale, exploitation or disposition of the Company IPR. No Acquired Company has used Software licensed under an open source or similar license in a manner that would

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require any Acquired Company to make any Software included in the Company IPR available to any Person or otherwise license such Software on a royalty-free basis, disclose any source code of such Software to any Person, or prevent any Acquired Company from patenting any invention contained therein.

(g)    The Acquired Companies have taken commercially reasonable measures to protect the security and integrity of its Information Systems and data thereon, and maintain commercially reasonable security, disaster recovery and business continuity plans, procedures, and facilities. The Information Systems, including the Software, firmware, hardware, networks, interfaces, and related systems owned or used by the Acquired Companies in the operation of their businesses, are sufficient for the current operation of such businesses and the operation of such businesses as presently proposed to be conducted, and, in the past twelve (12) months, except as set forth on Section 3.19(g) of the Company Disclosure Letter, such systems have not experienced any material interruption or disruption to the use thereof. The Acquired Companies use commercially reasonable means in an effort to protect the security, operation and integrity of all Information Systems from any unauthorized, use, access, interruption or modification by any Person and in an effort to ensure that all Information Systems are functional and operate and run in a reasonable and sufficient business manner. In the past twelve (12) months, the Acquired Companies have remediated all material bugs, failures, malfunctions, breakdowns, or substandard performance identified with respect to the Information Systems. Immediately after Closing, the Acquired Companies will own, lease, or otherwise have the right to use all Information Systems sufficient for the conduct of their businesses as currently conducted and as presently proposed to be conducted. All Software used internally by each Acquired Company is owned by such Acquired Company or used pursuant to a valid license or other enforceable right and is not a “bootleg” version or unauthorized copy.

(h)    Except as set forth on Section 3.19(h) of the Company Disclosure Letter, the Acquired Companies have at all times materially complied with all Privacy and Information Security Requirements. To the Knowledge of the Company, no Actions have been threatened and no Action is pending with respect to any alleged violation of any Privacy and Information Security Requirement and the consummation of the transactions contemplated by this Agreement will not breach or otherwise cause any violation of any Privacy and Information Security Requirements. The Acquired Companies have used commercially reasonable measures, including measures required by the Privacy and Information Security Requirements, in an effort to ensure that Personally Identifiable Information in the Acquired Companies’ possession or under their control is protected against unauthorized access, use, modification, or other misuse. No Acquired Company has received any written, or to the Knowledge of the Company, oral notice from any Governmental Entity alleging non-compliance with or a violation of any Privacy and Information Security Requirement. No Acquired Company is subject to any Order with respect to the loss of or unauthorized disclosure or transfer of Personally Identifiable Information. Within the past twenty-four (24) months, no Acquired Company has experienced any data breach or other instance of unauthorized access to or use of Personally Identifiable Information.

(i)    All advertising, marketing, and other promotional materials currently being disseminated, and that have been disseminated in the thirty-six (36) months preceding the date of this Agreement, by or on behalf of the Acquired Companies in connection with their businesses (collectively, the “Company Marketing Materials”) are in material compliance with all Laws applicable to such Company Marketing Materials and

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all applicable administrative interpretations of such laws, including the Federal Trade Commission’s Guides for the Jewelry, Precious Metals, and Pewter Industries (16 C.F.R. Part 23) and Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255). To the Knowledge of the Company, to the extent that any Company Marketing Materials reproduce the image, likeness, or testimonial of any person, the Acquired Companies have secured all necessary releases in connection with such images, likenesses, and testimonials. To the Knowledge of the Company, any testimonials included in the Company Marketing Materials reflect the honest opinions, findings, beliefs and/or experiences of the individuals providing such testimonials.

Section 3.20    Insurance.

(a)    Set forth on Section 3.20(a)(i) of the Company Disclosure Letter is a true, correct and complete list of all policies of insurance currently maintained by, at the expense of or for the benefit of any Acquired Company (the “Insurance Policies”) or its assets and indicates for each such policy (i) the amount of and nature of coverage, (ii) the deductible amount (if any) and (iii) the date through which coverage shall continue by virtue of premiums already paid. All Insurance Policies are in full force and effect as of the date of this Agreement and except as set forth on Section 3.20(a)(ii) of the Company Disclosure Letter will continue to be in effect until Closing (or a substantially similar replacement policy will be in effect). Each Acquired Company maintains insurance with reputable insurers for all risks normally insured against, and in amounts normally carried, by Persons of similar size engaged in similar lines of business, and such coverage is sufficient for the business of the Acquired Companies, as presently conducted.

(b)    With respect to each such insurance policy required to be set forth on Section 3.20(a)(i) of the Company Disclosure Letter, except as set forth on Section 3.20(b)(i) of the Company Disclosure Letter: (x) all premiums with respect thereto covering all current periods have been paid to the extent due and payable and (y) no actual or, to the Knowledge of the Company, threatened notice of cancellation or material premium increase has been received with respect to such policy. Since January 1, 2019, the Acquired Companies (A) have been in compliance with the terms of each insurance policy, (B) have not suffered an involuntary cancellation of any insurance policy or otherwise allowed any insurance policy to lapse, and (C) except as set forth on Section 3.20(b)(ii) of the Company Disclosure Letter, have not had any pending claims that have been denied or rejected by any insurer, or with respect to which any insurer has reserved its rights in writing or, to the Knowledge of the Company, orally, and each Acquired Company has given notice to the insurer of all pending claims that may be insured by such insurer.

(c)    Since January 1, 2018, the Acquired Companies have maintained insurance coverage in such types and in such amounts and for such risks, casualties and contingencies as is reasonably adequate to fully insure the Acquired Companies against insurable losses, damages, claims and risks to or in connection with or relating to their respective businesses, properties, assets and operations. As of the date hereof, the Insurance Policies’ limits have not been materially eroded by the payment of claims.

(d)    This Section 3.20 shall not apply to insurance under any employee benefit plan.

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Section 3.21    Affiliate Transactions.

(a)    Except as set forth on Section 3.21(a) of the Company Disclosure Letter, no Holder or Affiliate of any Acquired Company (other than another Acquired Company) or any Holder (i) owns, directly or indirectly, and whether on an individual, joint or other basis, any interest in any (A) material property or asset, real, personal or mixed, tangible or intangible, used in or pertaining to any Acquired Company’s business, or (B) Person that is a supplier or competitor of any Acquired Company except for securities having no more than one percent (1%) of the outstanding voting power of any such supplier, customer or competing business which are listed on any national securities exchange, (ii) is a party to any Contract with any Acquired Company or has engaged in any transaction with any Acquired Company in the twelve (12) months preceding the date of this Agreement, or (iii) serves as an officer, director or employee of any Person that is supplier, customer or competitor of any Acquired Company.

(b)    Except as set forth on Section 3.21(b) of the Company Disclosure Letter, after giving effect to the Closing, there will be no Contracts or transactions between any Acquired Company, on the one hand, and any Holder or Affiliate of an Acquired Company (other than an Acquired Company), on the other hand (other than the Benefit Plans and compensation or benefit arrangements with employees entered into in the ordinary course of business).

Section 3.22    Financial Advisors.

Except as set forth on Section 3.22 of the Company Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission from any Acquired Company in connection with this Agreement, the Transaction Agreements or the transactions contemplated by this Agreement or the Transaction Agreements.

Section 3.23    Material Customers.

Section 3.23 of the Company Disclosure Letter sets forth the top twenty (20) customers of the Acquired Companies (the “Material Customers”) on an aggregate basis based on consolidated gross revenue per customer for (a) the twelve (12) months ended December 31, 2020 and (b) the nine-month period ended September 30, 2021. Since January 1, 2021, no Acquired Company has received any notice from any Material Customer to the effect that such Material Customer (i) has stopped, or will stop, use of the products, goods or services of any Acquired Company, (ii) has materially decreased, or will materially decrease, use of the products, goods or services of any Acquired Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing materials, products or services from any Acquired Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Company, no Material Customer has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Material Customer has any right to any credit or refund for products or goods sold or services rendered or to be rendered by any Acquired Company other than pursuant to the Acquired Companies’ normal course credit or refund policies.

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Section 3.24    Material Suppliers.

Section 3.24 of the Company Disclosure Letter sets forth the top twenty (20) third-party suppliers of the Acquired Companies (the “Material Suppliers”), in each case, on an aggregate basis based on payables for (a) the twelve (12) months ended December 31, 2020 and (b) the nine-month period ended September 30, 2021. Since January 1, 2021, no Acquired Company has received any notice from any Material Supplier to the effect that such Material Supplier (i) has stopped, or will stop, supply of the products, goods or services to any Acquired Company, (ii) has materially decreased, or will materially decrease, the supply of the products, goods or services to any Acquired Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to, supplying materials, products or services to the Acquired Companies (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Company, no Material Supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Acquired Company has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any Material Supplier will not sell raw materials, supplies, merchandise and other goods and services to the Purchaser or any Acquired Company at any time after the Closing on terms and conditions similar to those used in its current sales to the Acquired Companies, subject to general and customary price increases.

Section 3.25    Books and Records.

The Company has provided the books and records of each Acquired Company to the Purchaser, including accurate and complete records of all meetings held of, and corporate action taken by, the respective Acquired Company’s equityholders, directors, managers or directors’ or managers’ committee, and no such meeting has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of such books and records will be in the possession of the applicable Acquired Company.

Section 3.26    Warranties; Products.

Section 3.26(a) of the Company Disclosure Letter sets forth the Acquired Companies’ standard warranty terms. Each of the products and services developed, sold, delivered, or distributed by the Acquired Companies (the “Products”) meets, and since January 1, 2018 has met, in all material respects, all applicable standards for quality and workmanship prescribed by Law or otherwise set forth in the contractual agreements or the product literature of the Acquired Companies and has been labeled in all material respects in accordance with all applicable Laws. No Acquired Company has advertised, or made any public representation of a fact about, any Product that mischaracterized, mislabeled, or could reasonably be expected to mislead or deceive a consumer about the character, quality, origin, source, pricing, bundled services or utility of such Product. Except as described on Section 3.26(b) of the Company Disclosure Letter, since January 1, 2018 (a) no Acquired Company has materially breached any Product guarantee, and (b) other than in-store jewelry repair claims in the ordinary course of business and the settlements with

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customers set forth in Section 3.9(b) of the Company Disclosure Letter, no customer claims have been made under the product or service warranties or guarantees of the Acquired Companies. Except as set forth on Section 3.26(c) of the Company Disclosure Letter, no Acquired Company has any Liability arising out of any injury to any Person or property as a result of the ownership, possession, or use of any Products sold, leased, distributed, or delivered, or any services rendered, by any Acquired Company.

Section 3.27    COVID-19.

(a)    The Acquired Companies are and have been in compliance in all material respects with all applicable Laws related to COVID-19 in the workplace, including occupational health and safety Laws, Laws pertaining to confidentiality of employee medical information and Laws pertaining to sick leave or family and medical leave. The Acquired Companies have followed, in all material respects, (i) all applicable guidance released by the United States Centers for Disease Control and (ii) any orders issued by state or local Governmental Entities related to COVID-19.

(b)    The Acquired Companies are and have been in compliance, in all material respects, with the Families First Coronavirus Response Act, including the provision of paid leave benefits required thereunder and any applicable recordkeeping requirements.

(c)    Section 3.27(c) of the Company Disclosure Letter sets forth a list of each loan, application for assistance or stimulus payment that any Acquired Company has received or for which any Acquired Company has applied pursuant to any COVID-19 Measures, including any Paycheck Protection Program loan, Economic Stabilization Fund loan, or other United States Small Business Administration loan or foreign equivalent (collectively, “COVID-19 Assistance”). All certifications, representations and indications made by or on behalf of any Acquired Company to any Person, including any Governmental Entity, in connection with the COVID-19 Assistance were correct and complete in all respects and were prepared in compliance with all applicable legal requirements.

(d)    Except as set forth on Section 3.27(d) of the Company Disclosure Letter, the Acquired Companies have not made any material changes to any Benefit Plan resulting from disruptions caused by COVID-19 or any COVID-19 Measures, nor are any such changes currently contemplated.

Section 3.28    Export and Import Control, and Anti-Corruption Matters.

(a)    Each Acquired Company is now, and has been during the past five (5) years, in compliance with the Arms Export Control Act, the International Emergency Economic Powers Act, the International Traffic in Arms Regulations, the Export Administration Regulations, the Laws administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, the Laws relating to anti-boycott requirements administered by the U.S. Department of Commerce and the U.S. Department of the Treasury, the Tariff Act of 1930, the Laws and programs administered by the Census Bureau, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, and their predecessor agencies, including the Clean Diamond Trade Act, and any other

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Laws related to the sourcing, export, or import of items, materials, technology, data, or services.

(b)    Each Acquired Company has obtained all necessary Permits from and has made and filed all necessary notices, registrations, declarations and filings with, any Governmental Entity, has complied with the terms of such Permits, and has met the requirements of any license exceptions or exemptions as required in connection with the export and re-export of items, materials, technology, data, or services, including the releases of technology and technical data to foreign persons located in the United States and abroad.

(c)    No Acquired Company has made or provided any false statement or omission to any Governmental Entity or to any purchaser of products in connection with the importation of items, the valuation or classification of imported items, the duty treatment of imported items, the eligibility of imported items for favorable duty rates or other special treatment, country-of-origin marking, USMCA certificates, marking and labeling requirements, other statements or certificates concerning origin, quota or visa rights, export licenses or other export authorizations, U.S. content requirements, licenses or other approvals required by a foreign Governmental Entity.

(d)    Each Acquired Company and its directors, officers, managers, Employees, agents, consultants, distributors, and others working on its behalf has complied, with Laws prohibiting anti-corruption and anti-bribery and has not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees (including officials and employees of state owned or operated facilities), or (iii) directly or indirectly, made, offered or authorized any improper bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. No Acquired Company has made any donation to any political party or any incumbent government in the past five (5) years.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE SELLER

Except as set forth in the corresponding section or subsection of the Company Disclosure Letter (or where, if there is no reference to the Company Disclosure Letter in a representation or warranty, it is reasonably apparent on the face of the information disclosed in the Company Disclosure Letter that an exception to such other representation or warranty is applicable), as a material inducement to the Purchaser to enter into and consummate the transactions contemplated by this Agreement, the Seller hereby represents and warrants to Purchaser as follows:

Section 4.1    Organization.

The Seller is a Delaware limited partnership, duly organized, validly existing and in good standing under the Laws of the State of Delaware.

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Section 4.2    Authorization.

The Seller has all requisite power (limited partnership or otherwise) and authority to execute, deliver and perform its obligations under this Agreement and the Transaction Agreements, and to consummate the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. The execution, delivery and performance by the Seller of this Agreement and the Transaction Agreements and the consummation by the Seller of the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements have been duly and validly authorized by all necessary action (limited partnership or otherwise) on the part of the general partner and/or other governing body of the Seller and no other proceedings (limited partnership or otherwise) on the part of the Seller, or its general partner and/or other governing body, are necessary to authorize the execution, delivery and performance of this Agreement or the Transaction Agreements or to consummate the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. This Agreement has been, and each Transaction Agreement will be when executed and delivered, duly executed and delivered by the Seller, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes (or will constitute) a valid and binding obligation of the Seller, enforceable against it in accordance with the terms herein, except that such enforcement may be limited by the Enforceability Exceptions.

Section 4.3    No Conflict or Violation.

The execution, delivery and performance by the Seller of this Agreement and the Transaction Agreements and the consummation by the Seller of the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements do not and will not: (a) assuming all Governmental Filings described in Section 3.4 and Section 6.3 have been obtained or made, violate any applicable Law to which the Seller is subject; (b) result in a violation or breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate or cancel any Contract to which the Seller is a party, except as has not had and would not reasonably be expected to, individually or in the aggregate, impair or delay the Seller’s ability to consummate the transactions contemplated by this Agreement; or (c) violate any provision contained in the Organizational Documents of the Seller.

Section 4.4    Legal Proceedings.

As of the date of this Agreement, there are no Actions pending or threatened in any written or, to Seller’s knowledge, oral notice to the Seller that seek to challenge the validity or enforceability of this Agreement or the Transaction Agreements or seek to enjoin or prohibit consummation of, or seek other equitable relief with respect to, the transactions contemplated by this Agreement or the Transaction Agreements. The Seller is not subject to any judgment, Order or decree which would impair or delay the Seller’s ability to consummate the Holdings Acquisition or the other transactions to which the Seller is or will be a party as contemplated by this Agreement and the Transaction Agreements.

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Section 4.5    Brokers’ Fees.

Except as set forth on Section 4.5 of the Company Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement, the Transaction Agreements or the transactions contemplated by this Agreement or the Transaction Agreements based upon arrangements made by or on behalf of the Seller.

Section 4.6    Ownership of Holdings Interests.

Seller owns as of record and beneficially all of the Holdings Interests free and clear of all Encumbrances, except for any restriction on transfer pursuant to applicable securities Laws. Seller is not party to any option, warrant, purchase right or other Contract (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of or acquire any Equity Interests of Holdings or any Acquired Company.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF HOLDINGS

Except as set forth in the corresponding section or subsection of the Company Disclosure Letter (or where, if there is no reference to the Company Disclosure Letter in a representation or warranty, it is reasonably apparent on the face of the information disclosed in the Company Disclosure Letter that an exception to such other representation or warranty is applicable), as a material inducement to the Purchaser to enter into and consummate the transactions contemplated by this Agreement, Holdings represents and warrants to the Purchaser as follows:

Section 5.1    Organization.

Holdings is a Delaware limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Holdings is not required to qualify or otherwise become authorized to do business as a foreign limited liability company under the Laws of any other jurisdiction based on its ownership of properties or the conduct of its business. Holdings has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and as currently proposed to be conducted. Holdings has delivered to the Purchaser true, correct and complete copies of its Organizational Documents, and Holdings is not in default under or in violation of any provision thereof, except for technical, non-substantive defaults or violations that could not provide any holder of Equity Interests of Holdings or any other third party with a valid claim against Holdings.

Section 5.2    Authorization.

Holdings has all requisite power (limited liability company or otherwise) and authority to execute, deliver and perform its obligations under this Agreement and the Transaction Agreements, and to consummate the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. The execution,

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delivery and performance by Holdings of this Agreement and the Transaction Agreements and the consummation by Holdings of the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements have been (or, in the case of Transaction Agreements to be executed at the Closing, will be prior to Closing) duly and validly authorized by all necessary action (limited liability company or otherwise) on the part of the manager and/or other governing body of Holdings and no other proceedings (limited liability company or otherwise) on the part of Holdings, or its manager and/or other governing body, are necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Agreements or to consummate the transactions to which it is or will be a party as contemplated by this Agreement and the Transaction Agreements. This Agreement has been, and each of the Transaction Agreements will be when executed and delivered, duly executed and delivered by Holdings, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes (or will constitute) a valid and binding obligation of Holdings, enforceable against it in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions.

Section 5.3    No Conflict or Violation.

The execution, delivery and performance by the Holders and Holdings of this Agreement and the Transaction Agreements and the consummation by the Holders and Holdings of the transactions to which they are (or will be) a party as contemplated by this Agreement and the Transaction Agreements do not or will not, assuming all Governmental Filings described in Section 3.4 (Governmental Filings) and Section 6.3 (Governmental Filings) have been obtained or made, (a) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) on any asset of any Holdings, (b) violate or conflict with, constitute a breach of or default under, impose any additional obligation under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to revoke, withdraw, suspend, terminate, modify, cancel, or otherwise require any action, consent, approval, order, authorization, registration, declaration or filing with respect to (i) any applicable Permit, Law or Order to which Holdings is subject or by which Holdings’ assets are bound; or (ii) any material Contract to which Holdings is party or by which its assets are bound, except, in the case of clause (i), as would not be materially adverse to Holdings; or (c) materially violate any provision contained in the Organizational Documents of Holdings.

Section 5.4    Legal Proceedings.

There are no Actions pending or threatened in any written or, to Holdings’s knowledge, oral notice to Holdings, including Actions that seek to challenge the validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of, or seek other equitable relief with respect to, the transactions contemplated by this Agreement and the Transaction Agreements. Holdings is not subject to any judgment, Order or decree, including any such judgment, Order or decree which would impair or delay Holdings’ ability to consummate the Merger or the other transactions contemplated by this Agreement or the Transaction Agreements.

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Section 5.5    Capitalization.

The authorized, issued and outstanding Equity Interests of Holdings are set forth on Section 5.5 of the Company Disclosure Letter. All of the issued and outstanding Equity Interests of Holdings have been validly issued and the holders of such Equity Interests have no obligation to make further payments or contributions to Holdings by reason of ownership of such Equity Interests. The Seller is the sole holder of, and has good, valid and marketable title to, all such Equity Interests free and clear of all Encumbrances (other than restrictions on transfer arising under applicable securities Laws). Other than as set forth on Section 5.5 of the Company Disclosure Letter, there are no authorized, issued or outstanding Equity Interests of Holdings (including, for the avoidance of doubt, (i) equity and debt securities and instruments convertible or exchangeable into equity interests of Holdings; and (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating Holdings to issue, transfer or sell any of its equity interests or any securities convertible or exchangeable into equity interests or to purchase, redeem, or otherwise acquire any of its outstanding equity interests).

Section 5.6    Taxes.

Except as set forth on Section 5.6 of the Company Disclosure Letter:

(a)    Holdings has accurately and timely filed (taking into account properly filed extensions) all income and other material Tax Returns required to have been filed by it, and all such Tax Returns are complete and correct in all material respects. Holdings has timely paid in full all Taxes shown to be due on a Tax Return and all other material Taxes due and payable (whether or not shown on such Tax Returns).

(b)    There are no pending, current or, to the knowledge of Holdings, threatened in writing or proposed in writing claims, actions, suits, proceedings or investigations for the assessment or collection of Taxes with respect to Holdings. No written power of attorney with respect to Taxes has been filed or entered into by Holdings with any Taxing Authority.

(c)    Holdings has not executed or filed with any Governmental Entity any agreement extending the period for assessment or collection of any Taxes which agreement is still in effect.

(d)    Holdings has never received from any Taxing Authority in jurisdictions where it has not filed Tax Returns any notice indicating that Holdings is or may be subject to taxation by that jurisdiction.

(e)    Holdings will not have any liability under any Tax sharing or Tax allocation agreements, other than (A) agreements entered into in the ordinary course of business the principal purpose of which is not Tax, and (B) agreements entered into between or among the Acquired Companies and Holdings.

(f)    All material Taxes required to have been withheld by Holdings been duly and timely withheld, and such withheld Taxes have either been duly and timely paid to the appropriate Taxing Authority or properly set aside in accounts for such purpose.

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(g)    Since January 1, 2021, Holdings has not incurred any liability for Taxes arising from transactions outside the ordinary course of business or otherwise inconsistent with past custom and practice.

(h)    Holdings (i) has not received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local or non-U.S. law), in either case that would be binding upon any Acquired Company after the Closing Date, (ii) has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return other than such an affiliated group with respect to which Holdings was the common parent, (iii) has any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. law, as a transferee or successor, or pursuant to any Tax sharing or indemnity agreement or other contractual agreements (other than any such agreement not primarily related to Taxes).

(i)    Holdings will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, as a result of any (i) change in or improper use of a method of accounting for a taxable period ending on or prior to the Closing Date under Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax law), (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received or deferred revenue accrued or realized prior to the Closing Date, (iv) transactions effected or investments made outside the ordinary course of business prior to the Closing by any Acquired Company that result in taxable income pursuant to Section 951(a) of the Code (or any similar provision of Law) with respect to taxable periods (or portions thereof) ending on the Closing Date, or (v) any obligation pursuant to Section 965 of the Code (including any election under Section 965(h) of the Code) with respect to taxable periods (or portions thereof) ending on the Closing Date.

(j)    Holdings has not been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution that could otherwise constitute a “plan” or “series of related transactions” in conjunction with the transaction contemplated by this Agreement. Holdings is not a party to a “gain recognition agreement” within the meaning of the Treasury Regulations under Section 367 of the Code.

(k)    No Subsidiary organized outside of the United States is or has been classified as a “passive foreign investment company,” as defined in Section 1297 of the Code.

(l)    Neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated by this Agreement (alone or in combination with any other event) will result in the payment of any amount that may, individually or in combination with any other such payment, be deemed an “excess parachute payment” under Section 280G of the Code. Holdings does not maintain any obligations to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

(m)    Holdings will not recognize any taxable income as a result of the Holdings Contribution. Seller’s tax basis in the Holdings Note as of the date of the Holding

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Contribution is at least equal to the sum of the principal balance of the Holdings Note and the accrued but unpaid interest on the Holdings Note as of December 31, 2020.

(n)    There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of Holdings.

(o)    Holdings does not have a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise have an office or fixed place of business in a country other than the country in which it is organized.

(p)    Holdings is in material compliance with all applicable transfer pricing Laws and regulations, including under Treasury Regulations promulgated under section 482 of the Code and the relevant regulations in non-U.S. jurisdictions.

(q)    Holdings has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(r)    Holdings has not engaged in any “reportable transaction” as defined in Section 6707A(c)(1) and Treasury Regulation §1.6011-4(b).

(s)    Holdings made an election pursuant to Treasury Regulation §301.7701-3 to be treated as a corporation for U.S. federal income tax purposes effective as of November 4, 2015, which election has not been revoked or changed.

Section 5.7    No Prior Operation of Holdings.

Except for obligations or liabilities incurred in connection with its formation, acquisition of and investment in the Acquired Companies (none of which are, individually or in the aggregate, material), issuance of the Holdings Note and the incurrence of any obligations thereunder, and the transactions contemplated by this Agreement, Holdings has not incurred, directly or indirectly through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any Contracts, agreements or arrangements with any Person, including those that would, individually or in the aggregate, prevent or materially impair or delay Holdings’ ability to consummate the transactions contemplated hereby. Without limiting the foregoing, Holdings does not have any material Liabilities or obligations of any nature, whether or not known, accrued, contingent or otherwise, other than those liabilities and obligations incurred (a) incident to its formation or (b) pursuant to or in connection with this Agreement, the Transaction Agreements or the transactions contemplated hereby or thereby and which, to the extent outstanding as of Closing, will be included in the Estimated Unpaid Transaction Expense Amount or as Estimated Closing Indebtedness hereunder.

Section 5.8    Brokers’ Fees.

Except as set forth on Section 5.8 of the Company Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission from Holdings in connection with

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this Agreement, the Transaction Agreements, or the transactions contemplated by this Agreement or the Transaction Agreements.

ARTICLE VIREPRESENTATIONS AND WARRANTIES OF PURCHASER

As a material inducement for the Seller, Holdings, the Company and the Stakeholder Representative to enter into and consummate the transactions contemplated by this Agreement, Purchaser represents and warrants to the Company as follows:

Section 6.1    Organization.

Purchaser is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Section 6.2    Authorization by Purchaser.

Purchaser has all requisite power (corporate or otherwise) and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions to which it is a party as contemplated by this Agreement. The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions to which it is a party as contemplated by this Agreement have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of Purchaser and no other proceedings (corporate or otherwise) on the part of Purchaser are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions to which it is a party as contemplated by this Agreement. This Agreement has been duly executed and delivered by Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of Purchaser, enforceable against it in accordance with the terms herein, except that such enforcement may be limited by the Enforceability Exceptions.

Section 6.3    Governmental Filings.

No Governmental Filings are required in connection with the execution, delivery and performance of this Agreement by Purchaser or the consummation of the Merger, except (a) Governmental Filings under the HSR Act, (b) the filing of the Certificate of Merger and (c) such other Governmental Filings the failure of which to be obtained or made has not and would not reasonably be expected to materially impair or delay Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Section 6.4    No Conflict or Violation.

The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions to which it is a party as contemplated by this Agreement do not or will not: (a) assuming all Governmental Filings described in Section 3.4 (Governmental Filings) and Section 6.3 (Governmental Filings) have been

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obtained or made, materially violate any applicable Law to which Purchaser is subject; (b) result in a violation or breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate or cancel any Contract to which Purchaser is a party, except as has not had and would not reasonably be expected to, individually or in the aggregate, impair or delay Purchaser’s ability to consummate the transactions contemplated by this Agreement; or (c) violate any provision contained in the Organizational Documents of Purchaser.

Section 6.5    Legal Proceedings.

As of the date of this Agreement, there are no Actions against Purchaser pending or, to the knowledge of Purchaser, threatened in any written notice to Purchaser or its Affiliates that seek to challenge the validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of, or seek other equitable relief from Purchaser with respect to, the transactions contemplated by this Agreement. Purchaser is not subject to any judgment, order or decree, which would impair or delay Purchaser’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Section 6.6    Funding.

As of the date of this Agreement and as of the Closing, Purchaser has and will have sufficient unrestricted cash (including cash from available credit facilities) available to make the payments required to be made by it at Closing pursuant to Section 2.7, to pay all related fees and expenses required to be paid by Purchaser at Closing or to pay the Termination Fee (if payable hereunder). Purchaser has no reason to believe that such available cash (including cash from available credit facilities) shall not be available on the Closing Date. In no event shall the receipt by, or the availability of any funds or financing to, Purchaser or any of its Affiliates or any other financing be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement and the Transaction Agreements.

Section 6.7    Investment Representation.

Purchaser is acquiring Holdings and the Acquired Companies for its own account with the present intention of holding the securities of Holdings and the Company for investment purposes and not with a view to or for sale in connection with any public distribution of such securities in violation of any federal or state securities Laws. Purchaser is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. Purchaser acknowledges that it has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of the Seller, Holdings and the Acquired Companies concerning the merits and risks of investing in Holdings and the Acquired Companies. Purchaser is an “accredited investor” as defined in Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.

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Section 6.8    Due Diligence Review; Projections.

Purchaser acknowledges that it has completed its own due diligence investigation with respect to Holdings and the Acquired Companies. Purchaser acknowledges and agrees that it is purchasing Holdings and the Acquired Companies on an AS IS/WHERE IS basis, subject only to the representations and warranties contained in ARTICLE III, ARTICLE IV and ARTICLE V of this Agreement, the Company Disclosure Letter, or the Transaction Agreements. Purchaser acknowledges and agrees that no Person has been authorized by the Seller, Holdings or any of the Acquired Companies to make any representation or warranty relating to the Seller, Holdings, the Company, the other Acquired Companies, the business of the Acquired Companies or otherwise in connection with the transactions contemplated hereby except as set forth ARTICLE III, ARTICLE IV or ARTICLE V of this Agreement, the Company Disclosure Letter, or the Transaction Agreements and, if made, such representation or warranty shall not be deemed to constitute representations or warranties of the Seller, Holdings or the Acquired Companies or any of their respective Affiliates. Purchaser further acknowledges and agrees that upon the consummation of the transactions contemplated hereby, it will have no further recourse against any Holder with respect to the transactions contemplated hereby; provided, that Purchaser shall have recourse against the Escrow Amount in accordance with Section 2.8(d)(i) and, for the avoidance of doubt, Purchaser shall have recourse for Fraud as permitted by this Agreement; provided, further, Purchaser shall have recourse against any Holder that is party to a Transaction Agreement to the extent provided in such Transaction Agreement. In connection with Purchaser’s investigation of Holdings and the Company, Purchaser has received from or on behalf of the Company certain projections, including projected statements of operating revenues and earnings from operations of the Acquired Companies and certain business plan information related to the years of those projections. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that it shall have no claim against Holdings or any Acquired Company, any Holder or any other Person with respect thereto. Accordingly, none of Holdings, the Seller, the Company, any Holder or any other Person makes any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).

Section 6.9    Solvency.

As of the Closing, assuming (x) the accuracy of each of the representations and warranties of the Seller, Holdings and the Company set forth in this Agreement, (y) that immediately prior to the Closing, Holdings and the Company are Solvent, and (z) the compliance by the Seller, the Stakeholder Representative, Holdings and the Company with their obligations hereunder, after giving effect to the transactions contemplated by this Agreement, (a) Holdings and the Surviving Corporation (or its successors and assigns) will be Solvent and (b) the “fair saleable value” of the assets of each of Holdings and the Surviving Corporation will exceed the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors.

Section 6.10    Brokers’ Fees.

No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with

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this Agreement or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.

ARTICLE VII
NO OTHER REPRESENTATIONS OR WARRANTIES

Except for the representations and warranties contained in ARTICLE III, ARTICLE IV, ARTICLE V and ARTICLE VI of this Agreement, the Company Disclosure Letter and the Transaction Agreements to which such Person is a party, none of the Seller, Holdings, the Company or Purchaser, nor any other Person authorized to act on behalf of the Seller, Holdings, the Company or Purchaser or any of their respective Affiliates, makes any express or implied representation or warranty with respect to the Seller, Holdings, or the Acquired Companies on one hand, or Purchaser on the other hand, or with respect to any other information provided to the Seller, Holdings, the Company, Purchaser or their respective Affiliates, agents and Representatives in connection with the transactions contemplated by this Agreement or the other Transaction Agreements. Nothing in this ARTICLE VII will limit any Person’s claims of Fraud.

ARTICLE VIII
COVENANTS

Section 8.1    Conduct of the Company’s Business.

During the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except (i) as expressly contemplated, required or permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 8.1 of the Company Disclosure Letter, (iv) in response to or in connection with any COVID-19 Measure in a manner and form similar to any actions taken by the Acquired Companies prior to the date of this Agreement in response to or in connection with COVID-19 Measures), or (v) as consented to by Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed to have been given if Purchaser does not object in writing within five (5) Business Days after a written request for such approval is delivered to Purchaser by the Company), Holdings and the Company shall, and each shall cause its Subsidiaries to, (A) conduct their respective businesses and operations in the ordinary course of business, (B) operate in accordance with, and make the capital expenditures contemplated by, the budget set forth on Section 8.1(B) of the Company Disclosure Letter (except to the extent that the Acquired Companies’ ability to comply with such budget is adversely impacted by forces beyond the reasonable control of the Acquired Companies), and (C) use commercially reasonable efforts to maintain and preserve intact the current organization and business of the Acquired Companies, keep available the services of their current officers and management-level employees, and maintain their relations and goodwill with suppliers, customers, landlords, creditors, and others having business relationships with the Acquired Companies (provided, that in no event shall Holdings or the Acquired Companies be obligated to pay any transition bonuses, stay bonuses, or other monetary amounts to any Person in excess of any amounts required by any Contract with such Person in existence as of the date of this Agreement). Without limiting the foregoing, subject to clauses (i) through (v) above, Holdings and the Company shall not, and each shall cause each of its Subsidiaries not to:

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(a)    authorize or effect any amendment to or change its Organizational Documents;

(b)    issue or authorize the issuance of any Equity Interests (other than upon the exercise of Company Options or upon the settlement of Company RSUs, in each case, which are existing as of the date hereof or as set forth on Section 8.1(b) of the Company Disclosure Letter, in accordance with their respective terms), or grant any options, warrants, or other rights to purchase or obtain any of their or any other Acquired Company’s Equity Interests other than as set forth on Section 8.1(b) of the Company Disclosure Letter; or sell or otherwise dispose of any of the Equity Interests of Holdings or an Acquired Company, or adjust, reclassify, split, combine or subdivide, or pledge or encumber, any such Equity Interests;

(c)    (i) enter into any Contract that, had it been entered into prior to the date of this Agreement, would be a Material Contract under Section 3.14(a) or (ii) amend any material terms of, modify, terminate or cancel any existing Material Contract (other than expirations of such Material Contracts in accordance with their terms);

(d)    except in the ordinary course of business, sell, lease, license, transfer or otherwise dispose or permit the cancellation, abandonment or dedication to the public domain of any of the material property rights (including material Company IPR) or assets of the Acquired Companies, other than distributions of excess cash to the Holders, and other than as required pursuant to existing Contracts;

(e)    cancel, compromise or settle any Actions of any Acquired Company (or series of related Actions) involving a payment by any Acquired Company of more than two hundred fifty thousand dollars ($250,000) in the aggregate, or institute any material Action, unless, in all cases, such cancellation, compromise, settlement or material Action is fully paid prior to the Closing with a full release of Liability and no ongoing obligations binding on any Acquired Company;

(f)    make any material changes to its accounting, billing, invoicing, or payment methods, principles or practices, other than as may be required by Law or GAAP (as in effect at the time of such changes), or make any material change to its cash management practices, or write-down the value of its assets;

(g)    discontinue any business line material to the Acquired Companies, taken as a whole;

(h)    other than as required by Law or GAAP, change in any material respect the policies or practices of any Acquired Company with regard to the extension of discounts or credit to customers or collection of receivables from customers;

(i)    enter into or adopt a plan or agreement of recapitalization, reorganization, merger or consolidation or adopt a plan of complete or partial liquidation or dissolution;

(j)    except in the ordinary course of business, increase the base salary, retirement benefits, change in control benefits or severance benefits (other than as may be permitted by Section 8.1(b)) of any employee, officer or director of any Acquired Company;

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(k)    except in the ordinary course of business, enter into, terminate, adopt or amend any Benefit Plan or any arrangement that would be a material Benefit Plan if it were in effect on the date hereof (other than as may be permitted by Section 8.1(b));

(l)    make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns or file any claims for material Tax refunds, enter into any closing agreement, settle any Tax claim, audit or assessment, surrender any right to claim a material Tax refund, or fail to pay any material Tax that becomes due (including applicable extensions);

(m)    create, incur, or permit to arise any Encumbrance on any of its assets, tangible or intangible, other than (i) Permitted Encumbrances, (ii) Encumbrances under consignment agreements entered into in the ordinary course of business whereby the encumbered assets are limited to those assets that are being consigned pursuant to the applicable Contract or the proceeds thereof, or (iii) Encumbrances arising pursuant to the currently effective terms of a Material Contract in existence as of the date of this Agreement;

(n)    make any capital expenditure (or series of related capital expenditures) or commitments therefor, other than in the ordinary course of business or in accordance with Section 8.1(n) of the Company Disclosure Letter;

(o)    make any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) outside the ordinary course of business;

(p)    (i) issue, create, incur, assume, or guarantee any Indebtedness, other than any Indebtedness that shall be repaid (to the extent such Indebtedness is for borrowed money) or otherwise taken into account at the Closing as Estimated Closing Indebtedness, or (ii) make any loans or advances to any Person (except to employees in the ordinary course of business);or

(q)    agree or otherwise commit to take any of the actions prohibited by the foregoing clauses (a) through (p) above.

Section 8.2    Publicity.

Purchaser and the Company agree to communicate with each other and reasonably cooperate with each other prior to any proposed public disclosure of the transactions contemplated by this Agreement. The Stakeholder Representative, Purchaser and the Company agree that no public release or announcement concerning the terms of the transactions contemplated by this Agreement shall be issued by any party without the prior consent, in the case of any public release or announcement prior to the Closing, of Purchaser and the Company or, in the case of any public release or announcement at or after the Closing, of Purchaser and the Stakeholder Representative, nor shall any public disclosure identify any Holder without the prior written consent of such Holder, except, in each case, (a) as such release or announcement, upon the advice of outside counsel, may be required by Law or applicable rules of any stock exchange upon which the relevant party’s securities are listed, in which case, each of Purchaser and the Stakeholder Representative shall, to the fullest extent permitted by Law, consult with the other party prior to any such disclosure as to the form and content of such disclosure, and (b) that the Company’s

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institutional investors, including the equity holders of Seller and their affiliated investment funds and management or advisory entities, may identify the Company as a former portfolio company and indicate that it was sold to Purchaser on their investors’ websites and in their marketing materials, and may engage in ordinary course communications on a confidential basis about the Company and the fact that it was sold to Purchaser with their current and prospective shareholders, members, limited or general partners, investors, lenders, consultants, agents, counsel, advisors or other representatives, including outside legal counsel, accountants, financial advisors and insurers, as applicable. Notwithstanding the foregoing, no party shall make any public release or announcement directed for release in Israel, unless required by Law. This Section 8.2 shall not apply to any press release or other announcement made by the Company, Stakeholder Representative or Purchaser that is consistent with prior public releases or announcements made in accordance with this Section 8.2 and does not contain any information relating to the transactions contemplated hereby that has not been previously publicly released or announced in accordance with this Section 8.2.

Section 8.3    Confidentiality.

(a)    Purchaser and its Representatives, on the one hand, and the Acquired Companies, Holdings, Seller and their Representatives, on the other hand, shall treat all nonpublic information regarding the Seller, the Holders and the Acquired Companies (in the case of Purchaser and its Representatives) or Purchaser and its Affiliates (in the case of the Acquired Companies, Holdings and Seller) obtained in connection with this Agreement and the transactions contemplated by this Agreement as Evaluation Materials pursuant to the terms of, and as such term is defined in, the Confidentiality Agreement. The terms of the Confidentiality Agreement are hereby incorporated by reference and shall continue in full force and effect. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. The terms of this Section 8.3(a) shall terminate with respect to the Evaluation Material of the Acquired Companies effective upon the Closing.

(b)    Seller recognizes and acknowledges that it has knowledge of confidential and proprietary information concerning Holdings and the Acquired Companies and their businesses as of the Closing Date, including information relating to financial statements, clients, customers, potential clients or customers, employees, suppliers, equipment, designs, drawings, programs, strategies, analyses, profit margins, sales, methods of operation, plans, products, technologies, materials, trade secrets, prospects or other proprietary information (“Protected Information”). From and after the Closing, Seller will not, and will cause its Affiliates not to, directly or indirectly, use or disclose any of the Protected Information. In the event that, during such period, Seller is required by any Governmental Entity or by interrogatory, subpoena, civil investigative demand or similar legal process to disclose any Protected Information, Seller may disclose the portion of the Protected Information so requested or required, provided, that (if permitted by applicable Law) Seller will notify the Surviving Corporation promptly of the request or requirement so that the Surviving Corporation may seek an appropriate protective order or waive compliance with the provisions of this Section 8.3(b).

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Section 8.4    Access to Information.

(a)    Access Prior to the Closing. Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Company and Holdings shall, upon the reasonable request of Purchaser, provide to Purchaser and its authorized Representatives during normal business hours and solely to the extent it does not unreasonably interfere with the operations and activities of the Acquired Companies (i) reasonable access to all books, records, key employees and properties of Holdings and the Acquired Companies, and (ii) financial and operating data and other information with respect to the business and properties of the Acquired Companies. To the extent that such information meets the definition of Evaluation Material therein, all such information shall be Evaluation Material pursuant to the terms of, and as such term is defined in, the Confidentiality Agreement. Notwithstanding anything herein to the contrary, (A) no such access shall be permitted to the extent that it would require any Acquired Company or Holdings to disclose information subject to attorney-client or other privilege or is restricted by Contract (provided that the Company or Holdings, as applicable, shall use commercially reasonable efforts to provide such information in a manner that would not jeopardize the applicable privilege or breach such confidentiality obligation), (B) no such access shall be permitted to the extent that it would be in violation of applicable Law, (C) neither Purchaser nor its Representatives shall contact any suppliers to, or customers or non-executive employees of, the Acquired Companies regarding the Acquired Companies or the transactions contemplated hereby prior to the Closing without first obtaining the written consent of the Company, (D) no such access shall be permitted to the extent the Company or Holdings reasonably determines that such access would jeopardize the health or safety of any employees or other personnel, including because of COVID-19 or SARS-CoV-2 (or any mutation or variation thereof) or any other bacteria or pathogen and (E) no access shall be permitted for any environmental sampling or testing.

(b)    Access After the Closing. For the six (6) year period commencing on the Closing Date, Holdings, the Company and their successors will provide the Stakeholder Representative and its authorized Representatives access (including the right to make photocopies) to all books and records of Holdings and the Acquired Companies (or their successors) with respect to periods or occurrences prior to or on the Closing Date as the Stakeholder Representative may from time to time reasonably request for a legitimate business purpose (which shall not, for the avoidance of doubt, include claims between Purchaser, the Acquired Companies, Holdings, or any of their Subsidiaries or Affiliates, on the one hand, and Seller, any other Holder, the Stakeholder Representative, or any their respective Affiliates, on the other hand); provided, that none of Purchaser, Holdings, or any Acquired Company shall be obligated to disclose any information the disclosure of which is prohibited by Contract or applicable Law or Order or would, based on the advice of counsel, compromise any applicable privilege (including the attorney-client privilege); provided, that the Company shall use commercially reasonable efforts to cooperate to permit such disclosure in a manner consistent with the preservation of such privilege. Holdings and the Company shall, and shall cause the Acquired Companies to, preserve and keep all material books and records of Holdings and the Acquired Companies relating to the period prior to the Closing for a period of at least six (6) years from the Closing Date. The obligations of Holdings and the Company under this Section 8.4(b) shall not be terminated or modified in such a manner as to adversely affect any Holder without the express written consent of such affected Holder (it being expressly agreed that the Holders shall be third-party beneficiaries of this Section 8.4(b)).

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Section 8.5    Filings and Authorizations, Including HSR Act.

(a)    Each party hereto shall (i) make the filings required of it or any of its Affiliates under the HSR Act in connection with this Agreement and the transactions contemplated hereby, as soon as practicable following the date of this Agreement, but in any event no later than ten (10) Business Days following the date of this Agreement, (ii) make the pre-Closing filings (if any) required of it or any of its Affiliates under any other applicable antitrust regulatory Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable following the date of this Agreement, (iii) comply at the earliest practicable date and after consultation with the Company or Purchaser, as applicable, with any request for additional information or documentary material received or any other requests from any applicable Governmental Entity in connection with the filings required under the HSR Act or any other applicable antitrust regulatory Laws, (iv) cooperate with one another (including furnishing all necessary information and reasonable assistance as the other may request) in connection with the filing under the HSR Act and all other applicable antitrust regulatory Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental Entity, (v) use its best efforts to secure the early termination and the expiration of any waiting periods under the HSR Act or similar antitrust regulatory Laws in order to permit the consummation of the transactions contemplated hereby at the earliest possible date and (vi) subject to Section 8.5(b) below, not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to delay the obtaining of any approval or clearance or to extend any waiting period under the HSR Act or any other applicable antitrust regulatory Laws with respect to the transactions contemplated hereby or to cause any Governmental Entity to object to such transactions, including acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to that engaged in by the Acquired Companies. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the other party. Purchaser shall be responsible for, and shall timely pay, any filing fees assessed in connection with the HSR Act or any other applicable antitrust regulatory Laws.

(b)    Without limiting the generality of their undertakings pursuant to this Section 8.5, Purchaser shall, after reasonable consultation with the Seller, have the right to devise, control and direct the strategy and timing for, and make all decisions relating to (and shall take the lead in all meetings and communications with any Governmental Entity relating to) any required submissions, responses to information requests, white papers and other filings to any Governmental Entity and obtaining any consent or approval of any Governmental Entity contemplated by this Section 8.5. Each party agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment in connection with or under the HSR Act and any other applicable antitrust regulatory Laws that may be asserted by any Governmental Entity so as to enable the parties hereto to consummate the transactions contemplated hereby at the earliest possible date; provided, that under no circumstances shall Purchaser be obligated to propose, commit to and effect, by consent decree, hold separate orders, trusts or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement (such action, a “Remedial Action”), as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any suit or proceeding, which would otherwise have

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the effect of delaying or preventing the consummation of the transactions contemplated hereby. Notwithstanding the foregoing proviso concerning Remedial Actions, Purchaser shall use its best efforts to defend and Seller shall fully cooperate through litigation on the merits (including the taking and defending of appeals related thereto) any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing; however, Purchaser is not required to litigate any such claims after the termination of this Agreement, and Purchaser may abandon such litigation after the termination of this Agreement.

(c)    All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, proposals and other material communications made by or on behalf of any party before any Governmental Entity or the staff or regulators of any Governmental Entity in connection with the transactions contemplated hereby shall be disclosed to the other parties hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give sufficient notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Entity or the staff or regulators of any Governmental Entity in order to provide the other parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Nothing in this Section 8.5 shall require any party hereto to provide access to, or disclose any information to, any other party or any of the other party’s Affiliates if such access or disclosure, in the good faith reasonable belief of the disclosing party, (x) would cause significant competitive harm to any of the parties hereto if the transactions contemplated hereby are not consummated, (y) would result in the waiver of any legal privilege, or (z) would be in violation of applicable Laws (including the HSR Act or any other applicable antitrust regulatory Laws) or the provisions of any agreement to which any party hereto is a party.

(d)    In the event that Purchaser receives, before the Closing, a letter from the Federal Trade Commission (“FTC”) stating that (i) regardless of the expiration of the waiting period, the FTC’s investigation of the transactions contemplated by this Agreement remains open and ongoing and (ii) if the parties to this Agreement close the transactions contemplated by this Agreement before such investigation is complete, the parties do so at their own risk (an “FTC Letter”), then Purchaser may, at its option, by written notice to the Stakeholder Representative prior to the commencement of the Closing, delay the Closing up to thirty (30) days from the expiration of the thirty (30) day statutory waiting period under the HSR Act (not from the date of receipt of the FTC Letter) pursuant to Section 2.6 (The Closing) (such period from the date of the expiration of the thirty (30) day statutory waiting period under the HSR Act through the Closing, the “FTC Delay Period”). In the event that no Action is brought by the FTC during the FTC Delay Period, then the condition set forth in Section 9.1(b) shall be deemed satisfied as of the expiration of the FTC Delay Period, or such earlier date as agreed by Purchaser and the Stakeholder Representative. For the avoidance of doubt, in the event of the filing of any Action during the FTC Delay Period, and in all cases during the FTC Delay Period, the terms and obligations of ARTICLE VIII (including this Section 8.5) shall remain in effect.

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Section 8.6    Director and Officer Liability; Indemnification.

(a)    Indemnity Agreements. For a period of six (6) years after the Closing, except as may be required by applicable Law, neither Holdings nor the Company shall, and each shall cause the other Acquired Companies not to, terminate or adversely modify the rights to indemnification, advancement of expenses or limitations on liability existing in favor of any current or former officers, directors, managers or Employees of Holdings and any of the Acquired Companies (or their respective predecessors) (collectively, the “Company Indemnitees”), as provided in (i) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement, or (ii) any agreement providing for indemnification by Holdings or any Acquired Company of any of the Company Indemnitees in effect on the date of this Agreement which is listed on Section 8.6 of the Company Disclosure Letter (an “Indemnity Agreement”), which shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, at the option of Purchaser, in new indemnity agreements) and be honored by Purchaser, Holdings and the Acquired Companies after the Closing. Without the prior written consent of a Company Indemnitee (not to be unreasonably withheld, conditioned or delayed), Purchaser, Holdings and the Company shall not, and shall cause the other Acquired Companies not to, settle any matter for which they are providing indemnification to such Company Indemnitee, other than any settlement exclusively requiring the payment of monetary damages to be paid entirely by or on behalf of the indemnifying party that includes as an unconditional term thereof given by the Person or Persons asserting such claim to such Company Indemnitee of an unconditional release from all liability with respect to such matter and that there is no finding or admission of liability with respect to such Company Indemnitee.

(b)    D&O Insurance. Effective immediately after the Closing, the Company shall, for the benefit of Holdings’ and the Acquired Companies’ directors and officers covered by the officers’ and directors’ liability insurance policies held by or for the benefit of Holdings and the Acquired Companies in effect on the date of this Agreement (the “Current Policies”), cause coverage to be extended under the Current Policies by obtaining, at Purchaser’s expense, a prepaid “tail” policy (the “Tail Policy”) from an insurer with a Standard & Poor’s rating of at least A under the Current Policies, which (i) has an effective term of six (6) years from the Closing, (ii) covers each Person currently covered by the Current Policies for actions and omissions occurring on or prior to the Closing and (iii) contains terms that are no less favorable than those of the Current Policies. From and after the Closing, Purchaser shall not cause or permit any of its Affiliates to amend, intentionally waive, modify or otherwise alter the terms thereunder in a manner which would reduce the coverage provided under the Tail Policy. From and after the Closing, the Company shall, and Purchaser shall cause the Company to, use commercially reasonable efforts to timely submit any and all claims that may be covered by the Tail Policy.

(c)    Ongoing Actions. Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Closing) is made against any Person covered by the Tail Policy on or prior to the sixth (6th) anniversary of the Closing, the provisions of this Section 8.6 (Director and Officer Liability; Indemnification) shall continue in effect until the final disposition of such Action.

(d)    Obligation of Successor. In the event that the Company, Holdings or Purchaser or any of their respective successors or assigns (i) consolidates with or merges

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into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, the Company or Holdings will require such successor or purchaser agree to assume the obligations set forth in this Section 8.6 (Director and Officer Liability; Indemnification).

(e)    Intended Third Party Beneficiaries. The obligations of Purchaser under this Section 8.6 (Director and Officer Liability; Indemnification) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 8.6 (Director and Officer Liability; Indemnification) applies without the express written consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 8.6 (Director and Officer Liability; Indemnification) applies shall be third-party beneficiaries of this Section 8.6).

(f)    Expenses. In the event that a court of competent jurisdiction determines that Purchaser, Holdings or the Company has violated this Section 8.6, then Purchaser or the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Company Indemnitee in enforcing the indemnity and other obligations provided in this Section 8.6 (Director and Officer Liability; Indemnification).

Section 8.7    Commercially Reasonable Efforts.

Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting (but subject to) the obligations of the parties under Section 8.5 (Filings and Authorizations, Including HSR Act), each of the parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all actions, to do or cause to be done and to assist and reasonably cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement in accordance with the terms hereof, including: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties (including Governmental Entities); and (iii) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, no party hereto or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approval.

Section 8.8    Further Assurances.

Subject to the express limitations of this Agreement, the parties hereto shall cooperate reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of their respective obligations under the Transaction Agreements to which they are a party, and shall (a) furnish upon request to each other such further information, (b) execute and deliver to each other such other documents and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the Transaction Agreements to which they are a party and the transactions contemplated hereby and thereby.

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Section 8.9    Resignations.

The Company shall obtain the written resignations of each director and officer (or each person holding a similar position) of Holdings, Merger Subsidiary and an Acquired Company in their capacity as a director and/or officer (or similar position) Holdings, Merger Subsidiary or such Acquired Company that is requested by Purchaser at least five (5) Business Days prior to the Closing Date, effective as of and conditioned upon the Closing.

Section 8.10    Employees.

(a)    After the Closing and continuing through July 1, 2022 (the “Transition Period” ), Berger shall have primary decision-making authority with regard to (i) the location and position with the applicable Acquired Company of each then-current employee of such Acquired Company, and (ii) each such employee’s base salary, wages, commission rates, and medical benefits; provided, however, that, commencing with the Closing and continuing through the balance of the Transition Period: (A) Berger shall consult with Purchaser with regard to such decisions and such decisions shall be consistent with Purchaser’s then-current practices, procedures and policies generally or as otherwise specifically agreed to between Purchaser and Berger with respect to employees of the Acquired Companies; (B) Berger shall not promote any employee or change their title or position without the consent of Purchaser, not to be unreasonably withheld; and (C) Purchaser shall not demote any employee of the Acquired Companies without the consent of Berger, not to be unreasonably withheld.

(b)    For purposes of vesting, eligibility to participate and level of benefits under the employee benefit plans of Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Subsidiaries) providing benefits to any Employees after the Closing, Purchaser shall use commercially reasonable efforts to cause each Employee to be credited with his or her service with the Acquired Companies and their respective predecessors; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits.

(c)    Purchaser does not have a present intent, and Purchaser has not made or taken, any decisions or actions concerning the Employees of the Company after the Closing that would require, prior to the Effective Time, the service of notice under the WARN Act or any similar Law.

(d)    Notwithstanding anything to the contrary contained in this Agreement, this Section 8.10 (Employees) is for the sole benefit of the parties to this Agreement and nothing contained herein, express or implied, shall or shall be construed to (i) give any Person (including any Employee or any dependent or beneficiary thereof) other than the parties hereto any legal or equitable rights, remedies or claims under this Section 8.10 (Employees) (including any right to enforce the provisions of this Section 8.10), (ii) confer on any Employee or other Person any right to employment or continued employment for any period of time, any payment or benefit upon termination of employment, or any right to a particular term or condition of employment, (iii) limit or reduce Purchaser’s or any Acquired Company’s ability to terminate the employment of any Employee following the Closing, (iv) limit or reduce Purchaser’s or any Acquired

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Company’s ability to amend or terminate any Benefit Plan or (v) amend, waive or adopt any employee benefit plan.

Section 8.11    Exclusivity.

(a)    Prior to the Closing or termination of this Agreement in accordance with ARTICLE XI, each of the Company, Holdings and the Seller shall not, directly or indirectly, and shall cause the Acquired Companies and their respective Affiliates and Representatives not to, directly or indirectly:

(i)    (A) Solicit, encourage, or take any actions to facilitate any inquiry, discussion, or proposal by a third party (other than Purchaser and its Affiliates) with respect to, (B) continue, respond, propose or enter into negotiations or discussions with a third party (other than Purchaser and its Affiliates) with respect to, or (C) provide any third party (other than Purchaser and its Affiliates) with information or access thereto for purposes of entering into, making, evaluating, or determining whether to enter into, make or pursue, any inquiries or proposals with respect to acquiring, directly or indirectly, any interest in any of the Acquired Companies, whether through any direct or indirect purchase or sale of Equity Interests or any recapitalization, financing, refinancing, restructuring, merger, consolidation, sale of a material portion of the assets, liquidation, dissolution, business combination or similar transaction involving any Acquired Company (an “Acquisition Proposal”); or

(ii)    agree to, approve or execute any Contract that provides for an Acquisition Proposal.

(b)    Each of the Company, Holdings and the Seller shall cease, and shall cause the Acquired Companies and their respective Affiliates and Representatives to cease, any discussions regarding an Acquisition Proposal with any potential acquirer other than Purchaser and its Affiliates and Representatives. Seller agrees to notify Purchaser in writing reasonably promptly following receipt of any unsolicited proposals or inquiries regarding an Acquisition Proposal.

(c)    For the avoidance of doubt, the issuance of Equity Interests of the Company as permitted by Section 8.1(b) (Conduct of the Company’s Business) shall not violate the terms of this Section 8.11 (Exclusivity).

Section 8.12    R&W Insurance Policy.

As of the date of this Agreement, Purchaser has obtained a “buyer’s side” representations and warranties insurance policy (the “R&W Insurance Policy”) which is attached hereto as Exhibit G and shall be bound at the Closing. The R&W Insurance Policy provides that the insurer may not seek to or enforce any subrogation rights it might have against the Holders, or any of them, as a result of any alleged breach of any representation or warranty (except in the case of breaches involving Fraud). Purchaser covenants and agrees that, except with the prior written consent of the Stakeholder Representative, it will not, and will not permit any of its Affiliates to, amend, modify, supplement or change the R&W Insurance Policy in any manner that could reasonably be expected to be adverse to the Holders, the Stakeholder Representative, or, solely in their capacity as Affiliates of the Holders or the Stakeholder Representative (and not in any other

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capacity), the Affiliates of each of the foregoing. Purchaser has agreed to pay the total premium for the R&W Insurance Policy at the Closing. For the avoidance of doubt, Purchaser acknowledges and agrees that the obtaining of a R&W Insurance Policy is not a condition to the Closing and Purchaser shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in ARTICLE IX, to consummate the Merger and the transactions contemplated by this Agreement even if the R&W Insurance Policy is not obtained at or prior to the Closing.

Section 8.13    Termination of Specified Affiliate Agreements.

Prior to the Closing, the Company shall terminate or cause to be terminated those Contracts set forth in Section 8.13 of the Company Disclosure Letter.

Section 8.14    Payoff Letters and Invoices.

No later than two (2) Business Days prior to Closing, the Company shall deliver to Purchaser (a) customary payoff letters and lien releases with respect to each item of Indebtedness of Holdings and the Acquired Companies for borrowed money that is (i) required to be repaid in connection with the transactions contemplated by this Agreement, or (ii) with respect to which there is an Encumbrance (other than a Permitted Encumbrance) on any material assets of the Acquired Companies, including those listed in Section 8.14 of the Company Disclosure Letter, setting forth the amounts necessary to pay off all such Indebtedness as of the Closing Date, indicating that upon payment of such amount, such Indebtedness shall be paid in full, and evidencing the agreement of such obligees to surrender and cancel all instruments evidencing such Indebtedness, release or terminate all Encumbrances relating thereto and terminate all UCC financing statements filed in connection therewith, and (b) invoices for all Transaction Expenses. Without limiting the foregoing, (x) the Company shall use commercially reasonable efforts to release any and all Encumbrances (other than Permitted Encumbrances) on any assets of Holdings and the Acquired Companies for which no payoff letter or lien release is required pursuant to this Section 8.14 prior to the Closing and (y) if the Company has used its commercially reasonable efforts to obtain customary payoff letters and lien releases with respect to any Encumbrances referred to in Section 8.14(a)(ii), the Company shall have satisfied the obligations set forth in clause (ii) of the first sentence of this Section 8.14.

Section 8.15    Incorporation of Merger Subsidiary.

Not less than three (3) Business Days prior to the Closing, Holdings shall cause to be formed Merger Subsidiary and shall cause Merger Subsidiary to become party to this Agreement through the execution of the Joinder Agreement. Immediately prior to the execution of the Joinder Agreement, (a) the board of directors of Merger Subsidiary shall have: (i) adopted and declared advisable this Agreement, the Joinder Agreement and the transactions contemplated by this Agreement, including the Merger, (ii) determined that the terms of this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of Merger Subsidiary and its sole shareholder and (iii) resolved to recommend that Holdings, in its capacity as Merger Subsidiary’s sole stockholder, approve this Agreement and the transactions contemplated by this Agreement, including the Merger, and (b) Holdings, in its capacity as the sole stockholder of Merger Subsidiary, shall have approved this Agreement and the transactions

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contemplated by this Agreement, including the Merger. Except for obligations or liabilities incurred in connection with its formation and the transactions contemplated by this Agreement, Merger Subsidiary shall not, and Holdings shall cause Merger Subsidiary not to take any action that would, incur, directly or indirectly, any obligations or liabilities or engage in any business activities of any type or kind whatsoever or enter into any agreements or arrangements with any Person.

Section 8.16    Tax Matters.

(a)    Purchaser and Seller shall each bear and pay fifty percent (50%) of all transfer, documentary, sales, use, stamp, recording, registration and similar Taxes (including penalties and interest), applicable to, or resulting from, the transactions contemplated by this Agreement, and Purchaser shall (at its own expense) file all necessary Tax Returns and other documentation with respect to such Taxes. Purchaser and the Stakeholder Representative shall reasonably cooperate in the execution of all filings, Tax Returns, reports and forms as may be required with respect to all such Taxes.

(b)    All Taxes with respect to Holdings and the Acquired Companies that relate to a Straddle Period will be apportioned between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date (including for purposes of the definition of Current Income Taxes) as follows: (i) in the case of the Taxes that are based upon or measured by reference to income (including “GILTI” (within the meaning of Code Section 951A) and “Subpart F income”), receipts, profits, sales, or payroll, such Taxes apportioned to the portion of the Straddle Period ending on the Closing Date will be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (ii) in the case of all other Taxes, such Taxes apportioned to the portion of the Straddle Period ending on the Closing Date will be deemed to be the amount of such Taxes for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

(c)    Purchaser, the Acquired Companies and the Stakeholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant and any audit, litigation or other proceeding with respect to Taxes related to the Acquired Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(d)    Promptly following the execution of this Agreement, the Seller shall cause the Company to use their commercially reasonable efforts to obtain a waiver (a “280G Waiver”) from each Person who would otherwise be entitled to receive the payment of any amount that may, individually or in combination with any other such payment, be deemed an “excess parachute payment” under Section 280G of the Code (a “280G Payment”) in connection with the consummation of the transactions contemplated by this Agreement, pursuant to which each such Person will agree to forfeit such 280G Payment if the 280G Approval is not obtained prior to the Closing Date; provided,

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however, that such 280G Waiver shall permit the individual to receive any such payments up to the highest aggregate level permissible without causing such payments to be 280G Payments. Promptly following the execution of a 280G Waiver by each Person who would otherwise be entitled to receive a 280G Payment in connection with the consummation of the transactions contemplated by this Agreement, Seller shall cause the Company to, in accordance with Section 280G(5)(B) of the Code, submit to its shareholders for approval, by such number of shareholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code (such approval, the “280G Approval”), any payments and/or benefits that may separately or in the aggregate constitute 280G Payments. The form of 280G Waiver, solicitation and disclosure materials shall be delivered to Purchaser for its review and comments as soon as reasonably practicable prior to Closing, but in no event less than five (5) Business Days prior to the Closing Date.

(e)    On or before the Closing Date, each of the Company and Holdings shall have delivered to Purchaser a certificate in form reasonably acceptable to Purchaser prepared in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that the Company or Holdings, as applicable, has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(f)    Purchaser shall prepare (or cause to be prepared) and file (or cause to be filed) all income Tax Returns of the Company and its Subsidiaries for all taxable periods ending prior to or including the Closing Date, the due date of which (taking into account applicable extensions) is after the Closing Date (if not filed on or prior to the Closing). All such income Tax Returns shall be prepared and filed in a manner consistent with the past practice of the Company and its Subsidiaries, except as otherwise required by applicable Law; provided that, such income Tax Returns shall include all Transaction Tax Deductions to the extent “more likely than not” deductible (or deductible at a higher confidence level) in the taxable period (or portion thereof) ending on the Closing Date in accordance with applicable Tax Law and by applying the seventy percent (70%) safe-harbor election under Revenue Procedure 2011-29 to any “success based fees.” Purchaser shall provide the Stakeholder Representative, not less than thirty (30) days prior to filing, with copies of each income Tax Return to be filed (or caused to be filed) by Purchaser pursuant to this Section 8.16(f) for the Stakeholder Representative’s review and comment, and shall incorporate any reasonable revisions thereto requested in writing by the Stakeholder Representative that are supportable on a “more likely than not” (or higher) standard. If, within fifteen (15) days of receipt of requested revisions, Purchaser notifies the Stakeholder Representative in writing that it objects to one or more such requested revisions, the Stakeholder Representative and Purchaser shall negotiate in good faith to resolve such dispute. If the Stakeholder Representative and Purchaser fail to resolve any such dispute within five (5) days of the Stakeholder Representative’s receipt of Purchaser’s notice, then the Stakeholder Representative and Purchaser shall submit the items in dispute for resolution to the Independent Accounting Firm, which shall, as soon as practicable after such submission, determine (and report to the Stakeholder Representative and Purchaser its resolution regarding) whether the Stakeholder Representative’s comment in dispute is reasonable and supportable on a “more likely than not” (or higher) standard. The resolution of the Independent Accounting Firm shall be final and binding upon the parties hereto. The fees for the Independent Accounting Firm shall be borne in accordance with the fee sharing principles set forth in Section 2.8(c), mutatis mutandis. Purchaser shall use commercially reasonable efforts to cause all income Tax Returns to be filed prior to the due date of such income Tax Returns (taking into account applicable extensions). Purchaser shall promptly carryback (or shall promptly cause to be carried back) any item of loss or deduction

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attributable to such income Tax Returns to the maximum extent permitted by applicable Law, and shall not (and shall not permit the Company or any of its Subsidiaries to) waive any carryback period. To the extent permitted by applicable Law, Purchaser and the Company and its Subsidiaries shall request a refund (rather than a credit in lieu of refund) with respect to all taxable periods ending on or prior to the Closing Date.

(g)    The Holders shall be entitled to any income Tax refunds (or credits in lieu of such refunds that result in an actual reduction of Taxes) for a Pre-Closing Tax Period that are actually received by Purchaser or the Company or any of its Affiliates after the Closing Date and claimed before the second (2nd) anniversary of the Closing Date and that are attributable to (i) overpayments from prior taxable periods and payments of estimated Taxes, in each case, reflected on the income Tax Returns filed pursuant to Section 8.16(f), that were made prior to the Closing Date and that did not reduce the amount of Current Income Taxes taken into account in Indebtedness or (ii) the carryback of losses resulting solely from any Transaction Tax Deductions that are “more likely than not” deductible (or deductible at a higher confidence level) (determined on a with and without basis) based on the applicable Tax Return(s), with the Transaction Tax Deductions being treated as the last items of loss used) Purchaser shall pay (or shall cause to be paid) over to Holders, as designated by the Stakeholder Representative any such refund (or credit in lieu of refund), less the amount of any out-of-pocket expenses reasonably incurred to obtain or deliver (including the employer portion of any employment Taxes payable as a result of the payment of such refund to the Holders) and any Taxes reasonably estimated to be incurred by the Purchaser or the Company or any of its Affiliates as a result of the receipt of, such Tax refund (or credit in lieu of such refund) within ten (10) Business Days after receipt of such refund (or the filing of any Tax Return reflecting a credit in lieu of such refund). After the Closing, Purchaser and the Company and its Subsidiaries shall, to the extent reasonably requested by the Stakeholder Representative, work in good faith and use their commercially reasonable efforts to obtain any such income Tax refunds (or credits in lieu of such Tax refunds) requested by the Stakeholder Representative. Any payment made to the Holders pursuant to this Section 8.16(g) shall be treated as an adjustment to the purchase price for Tax purposes except as otherwise required by applicable Law.

(h)    To the extent that any Transaction Tax Deduction that is “more likely than not” deductible (or deductible at a higher confidence level) is not utilized after the application of Section 8.16(f) and Section 8.16(g) or taken into account in the Final Current Income Taxes, (determined on a with and without basis with the Transaction Tax Deductions being treated as the last items used) (such not utilized Transaction Tax Deduction, a “TTD NOL Carryforward” ), Purchaser will pay (or will caused to be paid) to the Holders as designated by the Stakeholder Representative, within ten (10) Business Days after the applicable Tax Return is filed, an amount equal to any actual reduction of cash payments for Taxes for a taxable period beginning after the Closing Date that is actually realized by Purchaser or the Company or any of its Subsidiaries (or any of their respective Affiliates) within the two year period following the Closing Date attributable to the use of the TTD NOL Carryforward in a taxable period beginning after the Closing Date (determined on a with and without basis based on the applicable Tax Return(s) for any period (or portion thereof) ending within such two year period, with the TTD NOL Carryforward being treated as the last item used, and the actual reduction in cash payments for Taxes equaling the difference between the net Taxes actually paid in a taxable period beginning after the Closing Date and the net Taxes that would have been paid for such taxable period without the benefit of the TTD NOL Carryforward). Any payment made to the Holders pursuant to this Section 8.16(h) shall be (i) net of any costs and expenses (including Taxes) incurred in connection with the receipt or payment of such amounts to

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the Holders (including the employer portion of any employment Taxes payable as a result of the payment of such amount) and (ii) treated as an adjustment to the purchase price for Tax purposes except as otherwise required by applicable Law.

Section 8.17    Obligations of Purchaser.

Immediately following the Holdings Acquisition, Purchaser will (a) cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, following the Holdings Acquisition and prior to the Effective Time, Merger Subsidiary shall not conduct any business or make any investments other than as specifically contemplated by this Agreement. Whenever this Agreement requires Merger Subsidiary or the Surviving Corporation to take any action at or after the Holdings Acquisition, such requirement shall be deemed to include an undertaking on the part of Purchaser to cause Merger Subsidiary or the Surviving Corporation to take such action and a guarantee of performance thereof.

Section 8.18    Disqualifying Management Event.

The Company shall provide Purchaser written notice of any Disqualifying Management Event within two (2) Business Days of its occurrence; provided, that if a Disqualifying Management Event occurs less than two (2) Business Days prior to Closing, the Company shall provide Purchaser with written notice thereof prior to Closing.

ARTICLE IX
CONDITIONS TO CLOSING

Section 9.1    Conditions to Obligations of Purchaser.

The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the following conditions at or prior to the Closing, except to the extent waived in writing by Purchaser:

(a)    Representations and Warranties and Covenants; MAE.

(i)    (A) The Company Fundamental Representations shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except in the case of the representations and warranties set forth in Section 3.5(a) or Section 3.5(b) (Capital Structure) for de minimis failures to be true and correct, and (B) all other representations and warranties of the Company contained in ARTICLE III shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as do not, individually or in the aggregate with the failure of all other representations of the Company, Holdings and Seller to be true and correct as required by clauses (i) and (ii) hereof, constitute a Material Adverse Effect; provided, that for purposes of this clause (B), qualifications as to materiality and Material Adverse Effect (and similar qualifications) contained in such representations and warranties shall not be given effect,

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except with respect to the representation set forth in Section 3.13(y) (Absence of Certain Changes; no Material Adverse Effect);

(ii)    (A) the Holdings Fundamental Representations and the Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except in the case of the representations and warranties of Holdings set forth in Section 5.5 (Capital Structure) for de minimis failures to be true and correct; and (B) all other representations and warranties of the Seller contained in ARTICLE IV and of Holdings contained in ARTICLE V shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as do not, individually or in the aggregate with the failure of all other representations of the Company, Holdings and Seller to be true and correct as required by clauses (i) and (ii) hereof, constitute a Material Adverse Effect; provided, that for purposes of this clause (B), qualifications as to materiality and Material Adverse Effect (and similar qualifications) contained in such representations and warranties shall not be given effect;

(iii)    The Company, Holdings and the Seller shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by them at or prior to the Closing;

(iv)    From the date of this Agreement, there shall not have been any Material Adverse Effect; and

(v)    The Company shall have delivered to Purchaser a certificate, dated the Closing Date, signed by an executive officer of each of the Company and Holdings to the effect that the conditions set forth in the foregoing clauses (i), (ii), (iii) and (iv) above have been satisfied.

(b)    Waiting Periods. All waiting periods applicable under the HSR Act and under any other applicable antitrust regulatory Laws shall have expired or been terminated.

(c)    No Prohibition. No final and non-appealable Order, Law, statute, rule or regulation shall be in effect which prohibits the consummation of the transactions contemplated by this Agreement.

(d)    Deliveries. The Company or Seller (as applicable) shall have delivered to Purchaser each of the following:

(i)    certificates evidencing the Holdings Interests, duly endorsed in blank or accompanied by powers duly executed in blank or other duly executed instruments of transfer as required in order to validly transfer title in and to the Holdings Interests to the Purchaser free and clear of all Encumbrances;

(ii)    a certificate of an authorized officer of each of Holdings and the Company, dated as of the Closing Date, certifying as to the accuracy of, and attaching with respect to such Person, (A) such Person’s Organizational Documents, (B) the incumbency of such Person’s officers executing this Agreement and each Transaction

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Agreement to which it is a party, and (C) the resolutions of such Person’s governing body authorizing the execution and delivery of this Agreement and the Transaction Agreements and such Person’s performance of the transactions contemplated hereby and thereby;

(iii)    a certificate of good standing with respect to Holdings and each Acquired Company issued by the responsible Governmental Entity of the jurisdiction of its respective incorporation and each jurisdiction in which such Acquired Company is qualified to do business (to the extent any such certificate is routinely issued by such jurisdiction), dated as of a date not more than ten (10) days prior to the Closing Date, certifying as to the good standing of such Person;

(iv)    a certificate of an authorized officer of Seller, dated as of the Closing Date, (A) certifying as to the incumbency of its officers executing this Agreement and each Transaction Agreement to which it is a party, and (B) certifying as to the accuracy of and attaching the resolutions of Seller’s governing body authorizing the execution and delivery of this Agreement, the Transaction Agreements and the performance by Seller of the transactions contemplated hereby and thereby;

(v)    (A) payoff letters and lien releases, consistent in form and substance with Section 8.14, and (B) an invoice from each Person entitled to payment of Transaction Expenses, each as provided in Section 8.14;

(vi)    evidence, in the forms attached hereto as Exhibits H-1 and H-2, that all Contracts listed on Section 8.13 of the Company Disclosure Letter have been terminated effective as of the Closing;

(vii)    a duly executed counterpart to the Escrow Agreement and each other Transaction Agreement to which Seller, the Stakeholder Representative, Holdings or any Acquired Company is a party;

(viii)    resignations, in form and substance reasonably acceptable to the Purchaser, of the directors and officers of Holdings and the Acquired Companies, as provided in Section 8.9;

(ix)    evidence of the receipt of the consent set forth on Schedule 9.1(d)(ix), in the form attached to the Support Letter;

(x)    evidence reasonably satisfactory to Purchaser of the contribution of the Holdings Note to Holdings;

(xi)    the certificates required by Section 8.16(e); and

(xii)    such other documents, instruments and agreements as the Purchaser may reasonably request for the purpose of consummating the transactions contemplated hereby.

(e)    There shall not have occurred a Disqualifying Management Event; provided that, this condition shall be deemed satisfied if, following its receipt of written notice of a Disqualifying Management Event as provided in Section 8.18 (Disqualifying Management Event), the Purchaser does not exercise its termination right pursuant to Section 11.1h) (Termination of Agreement) within the Disqualifying Management Event Termination Period.

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For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Purchaser be a condition to any of the obligations of Purchaser hereunder.

Section 9.2    Conditions to Obligations of the Company.

The obligations of the Company to consummate the transactions contemplated hereby shall be subject to the following conditions except to the extent waived in writing by the Company:

(a)    Representations and Warranties and Covenants.

(i)    The Purchaser Fundamental Representations shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for de minimis failures to be true and correct; and all other representations and warranties of Purchaser contained in ARTICLE VI shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true as of such specified date), except for such failures to be true and correct as would not in the aggregate prevent or materially impair or delay consummation by Purchaser of the Holdings Acquisition, the Merger or the other transactions contemplated by this Agreement;

(ii)    Purchaser shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; and

(iii)    Purchaser shall have delivered to the Company a certificate of Purchaser, dated the Closing Date, signed by an executive officer of Purchaser, to the effect of the foregoing clauses (i) and (ii) above.

(b)    Waiting Periods. All waiting periods applicable under the HSR Act and under any other applicable antitrust regulatory Laws shall have expired or been terminated.

(c)    No Prohibition. No final and non-appealable Order, Law, statute, rule or regulation shall be in effect which prohibits the consummation of the transactions contemplated by this Agreement.

(d)    Deliveries. The Purchaser shall have delivered to the Stakeholder Representative each of the following:

(i)    a certificate of an authorized officer of the Purchaser, dated as of the Closing Date, certifying as to the accuracy of, and attaching with respect to Purchaser, (A) the incumbency of Purchaser’s officers executing this Agreement and each Transaction Agreement to which it is a party, and (B) the resolutions of Purchaser’s governing body authorizing the execution and delivery of this Agreement and the Transaction Agreements and such Person’s performance of the transactions contemplated hereby and thereby;

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(ii)    a duly executed counterpart to the Escrow Agreement and each other Transaction Agreement to which Purchaser is a party; and

(iii)    such other documents, instruments and agreements as the Stakeholder Representative may reasonably request for the purpose of consummating the transactions contemplated hereby.

ARTICLE X
SURVIVAL

Each representation, warranty, covenant and obligation of the parties contained herein or in any certificate related to any such representation, warranty, covenant or obligation shall not survive the Closing, and none of the parties hereto, nor any of their Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or other Representatives shall have any liability whatsoever with respect to any such representation, warranty, covenant or obligation; other than claims for Fraud.

Notwithstanding anything to the contrary in this Agreement, the parties hereby agree that the provisions in this Article X shall not preclude (i) claims against the parties hereto for Fraud, (ii) claims against the parties hereto for breaches or violations of the covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing (including Section 8.2, Section 8.3(b), Section 8.4(b), Section 8.6,Section 8.8, Section 8.12 and ARTICLE XII), (iii) making claims under or receiving any proceeds from any buyer-side representations and warranties insurance policy issued to the Purchaser or its Affiliates (including the R&W Insurance Policy) or (iv) claims against the Purchaser for payment of the Termination Fee pursuant to Section 11.3; provided that (A) nothing in this Agreement shall obligate the Purchaser or its Affiliates to take action to recover under any such policy, it being understood that any such decision shall be in the sole discretion of the Purchaser or its Affiliates; and (B) the Holders shall not be entitled to any proceeds from such policy or to any credit or offset with respect to any such proceeds.

ARTICLE XI
TERMINATION

Section 11.1    Termination of Agreement.

This Agreement may be terminated at any time prior to the Closing, and the transactions contemplated hereby may be abandoned, as follows:

(a)    by mutual written consent of Purchaser and the Stakeholder Representative;

(b)    by the written notice of the Stakeholder Representative to Purchaser if the Closing shall not have occurred on or before June 30, 2022 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to the Stakeholder Representative if the failure of the Company, Holdings or Seller to fulfill any obligation under this Agreement shall have been the primary or principle cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; provided, further, that if the Purchaser is pursuing remedies

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pursuant to Section 12.13 (Enforcement) as of the Outside Date to cause the consummation of the transactions contemplated hereby, then Stakeholder Representative may not terminate pursuant to this Section 11.1(b) until the later of (x) the Outside Date and (y) the day that is five (5) Business Days after receipt of a final, non-appealable judgment with respect to such remedy;

(c)    by the written notice of Purchaser to the Stakeholder Representative if a Material Adverse Effect has occurred after the date hereof, provided that in the event the Material Adverse Effect that is the subject of such Purchaser’s notice of termination pursuant to this Section 11.1(c) is curable, then the written notice of termination shall not be effective if (i) the Acquired Companies have promptly commenced and diligently pursued action reasonably likely to effect a cure, and (ii) such Material Adverse Effect has been cured within thirty (30) days after the date of such notice;

(d)    by the written notice of Purchaser to the Stakeholder Representative if the Closing shall not have occurred on or before January 8, 2022; provided, however, that the right to terminate this Agreement under this Section 11.1(d) shall not be available to Purchaser if the failure of Purchaser to fulfill any obligation under this Agreement shall have been the primary or principle cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; provided, further, that if the Company, Seller, Holdings or Merger Subsidiary is pursuing remedies pursuant to Section 12.13 (Enforcement), then Purchaser may not terminate pursuant to this Section 11.1(d) until the day that is five (5) Business Days after receipt of a final, non-appealable judgment with respect to such remedy;

(e)    by either the Stakeholder Representative or Purchaser, upon written notice to the other, if any court of competent jurisdiction or other competent Governmental Entity shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and non-appealable, unless the failure to consummate the Closing because of such action by a Governmental Entity shall be primarily due to the failure of Purchaser, if Purchaser is seeking to terminate this Agreement, or of the Company, Holdings or Seller, if the Stakeholder Representative is seeking to terminate this Agreement, to have fulfilled any of its obligations under this Agreement;

(f)    by written notice of the Stakeholder Representative to Purchaser if (x) Purchaser shall have breached any of the covenants or agreements contained in this Agreement to be complied with by it such that the condition set forth in Section 9.2(a)(ii) could not be satisfied and such breach is not cured by Purchaser within ten (10) days of receipt of written notice thereof from the Stakeholder Representative, or (y) there exists a breach of any representation or warranty of Purchaser contained in this Agreement such that the condition set forth in Section 9.2(a)(i) could not be satisfied; provided that the Stakeholder Representative may not terminate pursuant to this Section 11.1(f) if Purchaser’s breach has been primarily caused by a breach of any provision of this Agreement by the Company, Holdings or the Seller, or if any of the Company, Holdings or the Seller is then in material breach of any of their covenants contained in this Agreement;

(g)    by written notice of Purchaser to the Stakeholder Representative if (x) the Company, Holdings or the Seller shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Company, Holdings or the Seller such that the condition set forth in Section 9.1(a)(iii) could not be satisfied and

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such breach is not cured by the Company, Holdings or the Seller within ten (10) days of receipt of written notice thereof from Purchaser, or (y) there exists a breach of any representation or warranty of the Company, Holdings or the Seller contained in this Agreement such that the conditions set forth in Section 9.1(a)(i) and/or (ii) could not be satisfied; provided that Purchaser may not terminate pursuant to this Section 11.1(g) if the Company’s, Holdings’ or the Seller’s breach has been primarily caused by a breach of any provision of this Agreement by Purchaser or if Purchaser is then in material breach of any of its covenants contained in this Agreement; or

(h)    by Purchaser, upon written notice to the Stakeholder Representative and the Company, within ten (10) Business Days after Purchaser receives written notice in accordance with Section 8.18 of the occurrence of a Disqualifying Management Event (such period, the “Disqualifying Management Event Termination Period”).

Section 11.2    Effect of Termination.

If this Agreement is terminated pursuant to Section 11.1 hereof, (a) all rights and obligations of the parties hereunder shall terminate and no party hereto shall have any liability hereunder to any other party hereto, except for (i) the payment of the Termination Fee (if owed) pursuant to Section 11.3 (Termination Fee) and (ii) obligations of the parties hereto in Section 8.2 (Publicity), Section 8.3 (Confidentiality), Section 11.2 (Effect of Termination), Section 12.1 (Assignment; Binding Effect), Section 12.2 (Release), Section 12.3 (Choice of Law), Section 12.4 (Consent to Jurisdiction; Service of Process; Waiver of Jury Trial), Section 12.5 (Notices), Section 12.6 (Headings), Section 12.7 (Fees and Expenses), Section 12.8 (Entire Agreement), Section 12.9 (Interpretation), Section 12.12 (Third-Party Beneficiaries) and Section 12.15 (Counterparts; Facsimile Signatures), which shall survive the termination of this Agreement and (b) termination shall not relieve any party from liability for any breaches of covenants or agreements contained in this Agreement prior to the date of such termination, all of which claims shall survive the termination and remain active.

Section 11.3    Termination Fee.

The Purchaser shall pay to the Company, by wire transfer of immediately available funds, as liquidated damages and not a penalty, an amount equal to ten million dollars ($10,000,000) (the “Termination Fee”) by the second (2nd) Business Day after the date on which this Agreement is terminated by the Stakeholder Representative pursuant to (x) Section 11.1(f) (if Purchaser is then in breach of the covenants and agreements set forth in Section 8.5) or (y) Section 11.1(b) (if Purchaser is then in breach of the covenants and agreements set forth in Section 8.5), or by the Purchaser pursuant to Section 11.1(d), if (a) at the time of such termination pursuant to Section 11.1(b) or Section 11.1(d), respectively, a closing condition in Section 9.1(b) (Waiting Periods) and/or Section 9.1(c) (No Prohibition) (in the case of Section 9.1(c) (No Prohibition), as a result of, relating or pursuant to or arising from any antitrust regulatory Law) (each of the foregoing terminations, a “Qualifying Termination”) has not been satisfied and (b) immediately prior to such termination, all other conditions set forth in Section 9.1 (Conditions to the Obligations of Purchaser) are satisfied or waived or capable of being satisfied (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing). The Termination Fee shall be paid to the account(s) designated in writing by the Company at least one (1) Business Day in advance. If Purchaser fails to promptly pay the

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Termination Fee as contemplated by this Section 11.3 when due, then Purchaser shall also be liable for any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Seller, Holdings, the Stakeholder Representative and the Company in connection with any Action to enforce the Stakeholder Representative’s and the Company’s rights under this Section 11.3. For the avoidance of doubt, the obligations of Purchaser to pay the Termination Fee shall survive the termination of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 12.13 (Enforcement), each of the parties expressly acknowledges and agrees that (i) in the event of a Qualifying Termination, the Company’s right to receive payment of the Termination Fee pursuant to this Section 11.3 and any other amounts payable to Seller, Holdings, the Stakeholder Representative and the Company under this Section 11.3 shall constitute the sole and exclusive remedy of Seller, the Stakeholder Representative, Holdings, the Company, or any of their respective Affiliates against Purchaser or any of its Affiliates for all losses and damages in respect of this Agreement or the transactions contemplated by this Agreement, and (ii) upon payment of the Termination Fee and such other amounts to Seller, Holdings, the Stakeholder Representative and the Company pursuant to this Section 11.3, none of Purchaser or its Affiliates shall have any further liability to Seller, Holdings, the Stakeholder Representative, the Company or any of their respective Affiliates relating to or arising out of this Agreement or the transactions contemplated by this Agreement, other than with respect to Section 8.3(a) (Confidentiality). Notwithstanding anything herein to the contrary, under no circumstances will the amount payable by Purchaser or any of its Affiliates to Seller, Holdings, the Stakeholder Representative, the Company or any of their respective Affiliates in the event of a termination of this Agreement exceed an amount equal to the Termination Fee plus the other amounts payable pursuant to this Section 11.3.

ARTICLE XII
MISCELLANEOUS

Section 12.1    Assignment; Binding Effect.

This Agreement and the rights hereunder are not assignable unless (i) such assignment is consented to in writing by both Purchaser and the Stakeholder Representative, or (ii) Purchaser assigns its rights, in whole or in part, to one or more Affiliates of Purchaser and provides written notice of same to the Stakeholder Representative; provided, that without such consent, Purchaser may, following the Closing, assign its rights under this Agreement to its lenders providing financing in connection with the transactions contemplated hereby for collateral security purposes, but in either case of clause (ii) above, no such assignment will relieve Purchaser of its obligations under this Agreement. This Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 12.2    Release.

(a)    Purchaser Release. Except for (i) Fraud, (ii) any rights or obligations under this Agreement or any of the other Transaction Agreements, and (iii) any rights of Holdings or the Acquired Companies with regard to the reimbursement of advanced expenses under (A) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement or (B) any Indemnity Agreement,

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effective upon the Closing, Purchaser, Holdings and the Company, on behalf of itself and the Acquired Companies and any of their Affiliates (in their respective capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through them (collectively, the “PurchaserReleasing Parties”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Purchaser Releasing Parties has, might have or might assert now or in the future, against each Holder, on behalf of himself, herself or itself and his, her or its Affiliates (in each of his, her or its Affiliate’s capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through him, her or it (collectively, the “Purchaser Released Parties”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing, solely with respect to the ownership of Holdings and the Company and the ownership, operation and management of Holdings and the Acquired Companies. Purchaser, Holdings and the Company shall, and shall cause the Purchaser Releasing Parties to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any legal proceeding, of any kind against a Purchaser Released Party based upon any matter released pursuant to this Section 12.2(a). This Section 12.2(a) shall not be terminated or modified in such a manner as to adversely affect any beneficiary of this Section 12.2(a) without the express written consent of such affected beneficiary (it being expressly agreed that the beneficiaries of this Section 12.2(a) shall be third-party beneficiaries of this Section 12.2(a)).

(b)    Holder Release. Except for (i) Fraud, (ii) any rights or obligations under this Agreement or any of the other Transaction Agreements, (iii) compensation owed to such Person in the ordinary course of business in his, her or its capacity as an employee or service provider of the Acquired Companies, and (iv) any rights to indemnification or advancement of expenses which such Person may have in his or her capacity as a director or officer of Holdings or an Acquired Company under (A) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement or (B) any Indemnity Agreement, effective upon the Closing, each Holder, on behalf of himself, herself or itself and his, her or its Affiliates (in each of his, her or its Affiliate’s capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through him, her or it (collectively, the “Holder Releasing Parties”) hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Holder Releasing Parties has, might have or might assert now or in the future, against Purchaser, Holdings, the Acquired Companies and any of their Affiliates (in their respective capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through them (collectively, the “Holder Released Persons” and each, a “Holder Released Person”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at

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or prior to the Closing, solely with respect to the ownership of Holdings and the Company and the ownership, operation, and management of Holdings and the Acquired Companies. Each Holder shall, and shall cause the Holder Releasing Parties to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any legal proceeding, of any kind against a Holder Released Person based upon any matter released pursuant to this Section 12.2b).

Section 12.3    Choice of Law.

This Agreement and all claims or causes of action (whether in contract, tort or statute) that may be based on, arise out of, or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of, or relating to any representation or warranty made in connection with, or as an inducement to enter into, this Agreement) shall be governed by, and enforced in accordance with, the internal Laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Section 12.4    Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, SHALL BE BROUGHT EXCLUSIVELY IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE, COUNTY OF NEW CASTLE. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE PARTIES IRREVOCABLY (I) ACCEPT GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS; (II) WAIVE ANY OBJECTIONS WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (I) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (III) AGREE THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT THEIR RESPECTIVE ADDRESSES PROVIDED IN ACCORDANCE WITH SECTION 12.5; AND (IV) AGREE THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY SUCH JUDICIAL PROCEEDING OR OTHER ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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Section 12.5    Notices.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) on the fifth (5th) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, (c) when sent by email if sent during business hours of the recipient (or on the next Business Day if sent after business hours of the recipient), if by email (to be followed by delivery by another method provided for in this Section 12.5 within one (1) Business Day unless the recipient of the email has provided a non-automated confirmation of receipt) or (d) the next Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, prior to Closing, to:

Diamonds Direct USA Inc.
4521 Sharon Road, Suite 101
Charlotte, NC 28211
Attn:     Itay Berger and Dave Moore
Email:    itay@diamondsdirect.com and davem@diamondsdirect.com

and with a copy to:

Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
Attn:     Kenneth E. Young and Jonathan R. Stott
Email: ken.young@dechert.com and jonathan.stott@dechert.com

If to the Seller, or to Holdings or Merger Subsidiary, prior to Closing, to:

Rhino Holdings L.P.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Attn:     Jasvinder Khaira and David Kaden
Email:    khaira@blackstone.com and david.kaden@blackstone.com

and with a copy to:

Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
Attn:     Kenneth E. Young and Jonathan R. Stott
Email: ken.young@dechert.com and jonathan.stott@dechert.com

If to Purchaser or if to Holdings or the Surviving Corporation after the Closing, to:

c/o Sterling Jewelers Inc.

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375 Ghent Rd.

Akron, OH 44333

Attn:    Stash Ptak, General Counsel

Email:     stash.ptak@signetjewelers.com

with a copy to:

Benesch, Friedlander, Coplan & Aronoff LLP

200 Public Square, Suite 2300

Cleveland, OH 44114-2378

Attn:    Gregg Eisenberg, Michael Primrose and Amy Craig

E-mail:    geisenberg@beneschlaw.com, mprimrose@beneschlaw.com and acraig@beneschlaw.com

If to the Stakeholder Representative, to:

Rhino Holdings L.P.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Attn:     Jasvinder Khaira and David Kaden
Email:    khaira@blackstone.com and david.kaden@blackstone.com

and with a copy to:

Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
Attn:     Kenneth E. Young and Jonathan R. Stott
Email: ken.young@dechert.com and jonathan.stott@dechert.com

Section 12.6    Headings.

The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

Section 12.7    Fees and Expenses.

Except as otherwise specified in this Agreement, each party hereto shall bear its own costs and expenses (including investment advisory and legal fees and expenses) incurred in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated by this Agreement, whether or not the transactions contemplated by this Agreement are consummated, it being agreed that Transaction Expenses may be paid by the Company prior to the Closing or after the Closing so long as any Transaction Expenses that are not paid prior to the Closing are taken into account in computing Unpaid Transaction Expenses.

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Section 12.8    Entire Agreement.

This Agreement (including the Exhibits hereto and the Company Disclosure Letter and the Purchaser Disclosure Letter) and the other Transaction Agreements constitute the entire agreement between the parties hereto with respect to the subject matters hereof and thereof and supersede all prior agreements and understandings (whether written or oral) between the parties with respect to such subject matters; provided, however, that this Agreement and the Transaction Agreements shall not supersede the terms and provisions of the Confidentiality Agreement, which shall survive and remain in effect until expiration or termination thereof in accordance with Section 8.3(b).

Section 12.9    Interpretation.

(a)    When a reference is made to an Article or Section, such reference shall be to an Article or Section of or to this Agreement unless otherwise indicated.

(b)    Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(c)    The word “or” is disjunctive but not necessarily exclusive.

(d)    Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.

(e)    Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(f)    Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(g)    References to “dollars” or “$” are to U.S. dollars.

(h)    The term “Agreement” means this Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, unless the context requires otherwise.

(i)    This Agreement was prepared jointly by the parties hereto and no rule that it be construed against the drafter will have any application in its construction or interpretation.

(j)    Any documents or other materials that were (i) actually delivered to Purchaser or its respective Representatives or (ii) were present and continuously accessible to Purchaser and its Representatives in the online data room entitled “Project Carbon” maintained by Datasite on behalf of the Company (the “Data Site”) for purposes of the

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transactions contemplated by this Agreement, in each case, at least one (1) day prior to the date of this Agreement (or such later date as otherwise specified herein) shall be deemed to have been “provided” or “made available” to Purchaser for all purposes hereunder.

Section 12.10    Disclosure.

The inclusion of information in any Section of the Company Disclosure Letter or the Purchaser Disclosure Letter shall not be construed as an admission vis-à-vis any third party that such information is material or that such matter actually constitutes noncompliance with, or a violation of, any Law, Permit or Contract or other topic to which such disclosure is applicable. The disclosure of any matter in one section of the Company Disclosure Letter or the Purchaser Disclosure Letter, as applicable, shall be deemed disclosed with respect to any other section of the Company Disclosure Letter or the Purchaser Disclosure Letter, respectively, notwithstanding the omission of a cross reference thereto, to the extent the relevance of such matter to such section is reasonably apparent on the face of the information disclosed.

Section 12.11    Waiver and Amendment.

This Agreement may be amended, modified or supplemented only by a written mutual agreement executed and delivered by the Stakeholder Representative and Purchaser. Except as otherwise provided in this Agreement, any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 12.12    Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their permitted assigns and, except as expressly set forth in this Agreement (including Sections8.4(b) (Access to Information), 8.6 (Director and Officer Liability; Indemnification) and 12.2 (Third-Party Beneficiaries)), nothing herein express or implied shall give or be construed to give to any Person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder.

Section 12.13    Enforcement.

Each of the Stakeholder Representative, the Seller, Holdings and the Company, on one hand, and Purchaser on the other hand, acknowledges that the rights of each party to consummate the transactions contemplated hereby are unique and recognizes and affirms that in the event of a breach of any covenant contained in this Agreement by any party, money damages may be inadequate and the non-breaching party may have no adequate remedy at Law. Accordingly, the parties agree that such non-breaching party shall have the right to seek, in addition to any other rights and remedies existing in their favor at Law or in equity, specific performance, injunctive relief and other equitable relief (without posting of bond or other security) to enforce their rights and the other party’s obligations

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hereunder. In the event that any suit, action or other proceeding should be brought in equity to enforce any of the provisions of this Agreement, no party will allege, and each party hereby waives the defense, that there is an adequate remedy under applicable Law. Purchaser acknowledges that prior to the Closing or the earlier valid termination of this Agreement pursuant to Section 11.1 (Termination of Agreement), the Company and the Stakeholder Representative will have the right to specifically enforce the obligations of Purchaser to consummate the Merger on the terms and pursuant to the conditions of this Agreement. Except as otherwise provided herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. If any claim, action, suit or proceeding for the enforcement of this Agreement is brought with respect to or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions hereof, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that claim, action, suit or proceeding, in addition to any other relief to which it may be entitled. For the avoidance of doubt, under no circumstances shall Seller, the Stakeholder Representative, Holdings, the Company, or any other Person be permitted or entitled to receive both a grant of specific performance of the consummation of the transactions contemplated hereby pursuant to this Section 12.13 and the payment of the Termination Fee pursuant to Section 11.3 (Termination Fee), provided that prior to the termination of this Agreement, the Stakeholder Representative may simultaneously pursue both a grant of specific performance and the Termination Fee in accordance with the terms of this Agreement.

Section 12.14    Severability.

If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and such invalidity, illegality or unenforceable shall not render unenforceable such provision in any other jurisdiction.

Section 12.15    Counterparts; Facsimile Signatures.

This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding upon all of the parties hereto notwithstanding the fact that all parties are not signatory to the same original or the same counterpart. For purposes of this Agreement, email, facsimile signatures and PDFs shall be deemed originals, and, if requested by the other parties, the parties agree to exchange original signatures as promptly as possible. No party hereto or to any such agreement or instrument shall raise the use of electronic mail transmission to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic mail transmission as a defense to the formation of a contract and each party hereto forever waives any such defense.

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Section 12.16    No Right of Setoff.

No party hereto nor any Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts owed hereunder by such Persons to the other party hereto or any of such other party’s Affiliates.

Section 12.17    Time is of the Essence.

Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon a day which is not a Business Day, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day.

Section 12.18    Stakeholder Representative.

(a)    The adoption of the Transaction Agreements and the approval of the Merger by the Seller and the Stockholders shall constitute the grant to the Stakeholder Representative of the full power and authority to act as agent and attorney-in-fact, with full power of substitution, to act in the name, place and stead of each Holder with respect to the transactions contemplated by, and all the terms and provisions of, the Transaction Agreements and to act on such Holder’s behalf in any dispute, litigation or arbitration involving the Transaction Agreements and to do or refrain from doing all such further acts and things, and execute all such agreements, certificates, instruments or other documents, as the Stakeholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by the Transaction Agreements (except in the case of those Transaction Agreements set forth on Section 12.18(a) of the Company Disclosure Letter), including the power to (i) interpret the terms and provisions of the Transaction Agreements and the documents to be executed and delivered in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by the Transaction Agreements, (iii) receive service of process in connection with any claims under the Transaction Agreements, (iv) agree to negotiate, enter into settlements and compromises of, assume the defense of claims, demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the sole judgment of the Stakeholder Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) authorize delivery to Purchaser of funds from the Escrow Account or any portion thereof in accordance with Section 2.8(d), (vii) receive and distribute the consideration payable hereunder, including payments from the Escrow Account, the Stakeholder Representative Holdback Amount and any earnings and proceeds thereon, (viii) holdback from the consideration payable hereunder any amounts necessary or appropriate in the judgment of the Stakeholder Representative, including any expenses to be paid to the Stakeholder Representative by the Holders and (ix) take all actions (or refrain from taking actions) necessary or appropriate in the judgment of the Stakeholder Representative as agent for and on behalf of the Holders in connection with the Transaction Agreements.

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(b)    The appointment of the Stakeholder Representative shall be deemed coupled with an interest and is hereby irrevocable. The provisions of this Section 12.18 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Holders to the Stakeholder Representative, and shall be binding upon the executors, heirs, legal Representatives, successors and assigns of each such Holder.

(c)    Except as expressly set forth in Section 12.18(a), the Stakeholder Representative shall act for the Holders on all of the matters set forth in the Transaction Agreements in the manner the Stakeholder Representative reasonably believes to be in the best interest of the Holders and consistent with their obligations under the Transaction Agreements, and shall not waive, amend or otherwise modify the Transaction Agreements, waive any condition contained therein, enter into or execute any agreement, certificate, instrument or other document, or do or refrain from doing any other act or deed, that has the effect of adversely and disproportionately impacting any Holder relative to the other Holders in a manner that is inconsistent with the relative rights of such disproportionately impacted Holder under any Transaction Agreement, without the prior written consent of such Holder. The Stakeholder Representative shall not be responsible to the Holders for any damages, losses or other liabilities they may suffer by reason of the performance by the Stakeholder Representative of the duties of the Stakeholder Representative under any Transaction Agreement, other than loss or damage arising from a willful and knowing violation of the Law or a Transaction Agreement by the Stakeholder Representative.

(d)    Each of the Seller, Holdings and the Company authorize the Stakeholder Representative to establish, out of the Closing Cash Consideration, the Stakeholder Representative Holdback Amount, to be funded by the Stakeholder Representative’s deposit of funds into an account to be managed by the Stakeholder Representative. The Stakeholder Representative shall establish a bank account in the Stakeholder Representative’s name and the Stakeholder Representative Holdback Amount shall be deposited in such account and held by the Stakeholder Representative as agent and for the benefit of the Holders in a segregated client account. The Stakeholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Stakeholder Representative is not providing any investment supervision, recommendations or advice. The Stakeholder Representative shall have no responsibility or liability for any loss of principal of the Stakeholder Representative Holdback Amount, and has no tax reporting or income distribution obligations hereunder. The Stakeholder Representative shall have the authority to, using funds from the Stakeholder Representative Holdback Amount, pay directly or reimburse the Stakeholder Representative for any out-of-pocket costs (including any legal and accounting fees) incurred by the Stakeholder Representative in carrying out its obligations or exercising any of its rights hereunder (collectively the “Stakeholder Representative Expenses”). Such Stakeholder Representative Expenses may be recovered first, from the Stakeholder Representative Holdback Amount, second, from any Distribution of the Escrow Amount otherwise distributable to the Holders at the time of such Distribution, and third, directly from the Holders on a pro rata basis in accordance with the proceeds received pursuant to Section 2.8(d). Within five (5) Business Days after the payment of the Final Adjustment Amount, the Stakeholder Representative shall distribute to each of the Holders of Common Stock, Company Options and Company RSUs, in accordance with each such Holder’s entitlement to a Distribution in accordance with the terms of this Agreement, any portion of the Stakeholder Representative Holdback Amount that is unused less any reserve that the Stakeholder Representative reasonably determines is necessary for any out-of-pocket costs that the Stakeholder Representative

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may reasonably expect to arise; provided that any portion of such Distribution payable in respect of Company Options and Company RSUs shall instead be remitted by the Stakeholder Representative to the Surviving Corporation or one of its Subsidiaries for payment to the applicable Holders through its payroll system (less all applicable withholding Taxes and deductions).

(e)    Each Holder agrees to indemnify and hold harmless the Stakeholder Representative from, and promptly reimburse the Stakeholder Representative for, any loss, damage, fees, costs or expenses arising from the performance of the duties of the Stakeholder Representative hereunder, including the cost of any legal counsel or accountants retained by the Stakeholder Representative on behalf of the Holders or otherwise, but excluding any loss or damage arising from a willful and knowing violation of the Law or any Transaction Agreement by the Stakeholder Representative.

(f)    All actions, decisions and instructions of the Stakeholder Representative taken, made or given pursuant to the authority granted to the Stakeholder Representative pursuant to this Section 12.18 shall be conclusive and binding upon each Holder, and no Holder shall have the right to object to, dissent from, protest or otherwise contest the same.

(g)    Each of the Seller, Holdings, the Company, the Surviving Corporation and the Purchaser shall be entitled to rely exclusively and conclusively upon the actions, omissions, decisions and communications of the Stakeholder Representative relating to the foregoing as the actions, omissions, decisions or communications of the Holders (including any action taken or purported to be taken by or on behalf of any Holder) without any Liability to, or obligation to inquire of, any Holder, notwithstanding any knowledge on the part of such Person of any such dispute or disagreement and all of which actions or omissions shall be legally binding upon the Holders. None of the Seller, Holdings, the Company, the Surviving Corporation and the Purchaser (i) need be concerned with the authority of the Stakeholder Representative to act as agent for and on behalf of all Holders hereunder or (ii) shall be held liable or accountable in any manner for any act or omission of the Stakeholder Representative in such capacity. For the avoidance of doubt, no Person shall have any cause of action against Purchaser, Holdings or any Acquired Company for any action taken by Purchaser, Holdings or any Acquired Company to the extent such action was taken in accordance with the instructions of the Stakeholder Representative.

(h)    Notwithstanding anything to the contrary in this Section 12.18, the provisions of this Section 12.18 do not affect any right of Purchaser hereunder or create any obligation on the part of Purchaser. The Holders shall bear full responsibility for any and all obligations arising pursuant to this Section 12.18.

Section 12.19    Conflict Waiver.

Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, and each of their successors and assigns (all such parties, the “Waiving Parties”), that (a) Dechert LLP and James, McElroy & Diehl, P.A. (each, “Counsel”) may represent the Seller, the Stakeholder Representative, the Stockholders and their Affiliates (collectively, the “Seller Group”) and Holdings, Merger Subsidiary, the Company and its Subsidiaries in connection with the negotiation, preparation, execution and delivery of this Agreement, the other agreements

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contemplated hereby and the consummation of the transactions contemplated hereby and thereby (such representation, the “Current Representation”), and (b) Counsel may represent the Stakeholder Representative, the Seller, any and all members of the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby (any such representation, the “Post-Closing Representation”), notwithstanding such Current Representation, and each of Purchaser, Merger Subsidiary, Holdings and the Company on behalf of itself and the Waiving Parties hereby consents thereto and waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Purchaser, Merger Subsidiary, Holdings and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all Privileged Deal Communications, are privileged communications between the Seller Group and such counsel and, after the Closing, none of Purchaser, Merger Subsidiary, Holdings, the Company or any of the Waiving Parties or any Person purporting to act on behalf of or through Purchaser, Merger Subsidiary, Holdings, the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Purchaser, Merger Subsidiary, Holdings and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any Privileged Deal Communications between Counsel and Holdings, Merger Subsidiary, the Company, its Subsidiaries or any Person in the Seller Group occurring during the Current Representation in connection with any Post-Closing Representation.

Section 12.20    Privileged Communications.

Each of the parties to this Agreement hereby agrees that, without the need for any further action, (a) all right, title and interest of Holdings and the Acquired Companies in and to all Privileged Deal Communications shall transfer to and be vested solely in the Holders and their successors in interest, and (b) any and all protections from disclosure, including, but not limited to, attorney client privileges and work product protections, associated with or arising from any Privileged Deal Communications that would have been exercisable by Holdings or the Acquired Companies shall thereupon be vested exclusively in the Holders and their successors in interest and shall be exercised or waived solely as directed by the Seller, or the Stockholders, respectively, or their successors in interest. None of Holdings or the Acquired Companies, Purchaser or any Person acting on any of their behalf shall, without the prior written consent of the Holders or their successors in interest, assert or waive or attempt to assert or waive any such protection against disclosure, including, but not limited to, the attorney-client privilege or work product protection, or to discover, obtain, use or disclose or attempt to discover, obtain, use or disclose any Privileged Deal Communications in any manner, including in connection with any dispute or legal proceeding relating to or in connection with this Agreement, the events and negotiations leading to this Agreement, or any of the transactions contemplated herein; provided, however, the foregoing shall neither prohibit Purchaser from seeking proper discovery of such documents nor the Holders from asserting that such documents are not discoverable to the extent that applicable attorney client privileges and work product protections have attached thereto. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any Acquired Company and a third party other than a party to this Agreement (or an Affiliate thereof) after the Closing, the Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that no Acquired

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Company may waive such privilege without the prior written consent of Stakeholder Representative. Subject to compliance with the terms of this Agreement (including Section 8.3(b)), the Holders and their successors in interest shall have the right at any time prior to or following the Closing to remove, erase, delete, disable, copy or otherwise deal with any Privileged Deal Communications in whatever way they desire and Holdings, the Acquired Companies and Purchaser shall provide reasonable assistance at the expense of the Person requesting such assistance in order to give full force and effect to the rights of the Holders and their successors in interest hereunder.

Section 12.21    No Waiver of Privilege; Protection from Disclosure or Use.

The parties hereto understand and agree that nothing in this Agreement, including the provisions regarding the assertions of protection from disclosure and use, privilege and conflicts of interest set forth in Section 12.19 (Conflict Waiver) and Section 12.20 (Privileged Communications), shall be deemed to be a waiver of any applicable attorney-client privilege or other protection from disclosure or use. Each of the parties understands and agrees that it has undertaken reasonable efforts to prevent the disclosure of Privileged Deal Communications. The parties understand and agree that any disclosure of Privileged Deal Communications will not constitute a waiver of or otherwise prejudice any claim of confidentiality, privilege, or protection from disclosure, including, but not limited to, with respect to information involving or concerning the same subject matter as the disclosed Privileged Deal Communications. The parties agree to use commercially reasonable efforts to destroy (subject to their internal document retention policies) any inadvertently disclosed Privileged Deal Communications (including any and all copies, summaries, descriptions and/or notes to the extent reflecting such inadvertently disclosed information, including electronic versions thereof, and all portions of larger documents or communications to the extent they contain such copies, summaries, descriptions or notes).

Section 12.22    Data Room.

The Stakeholder Representative shall provide to Purchaser an electronic copy of the Data Site as of the Closing no later than five (5) Business Days following the Closing Date.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

    PURCHASER:    STERLING JEWELERS INC.

By: /s/ Joan Hilson
Name: Joan Hilson
Title: Chief Financial and Strategy Officer

[Signature Page to the Transaction Agreement]

    COMPANY:    DIAMONDS DIRECT USA, INC.

By: /s/ Itay Berger
Name: Itay Berger
Title: President

[Signature Page to the Transaction Agreement]

    HOLDINGS:    DIAMONDS DIRECT ACQUISITION, LLC

By: /s/ Jasvinder Khaira
Name: Jasvinder Khaira
Title: Chairman

    SELLER:    RHINO HOLDINGS, L.P.

By: BTO HOLDINGS MANAGER L.L.C.
Its: General Partner

By: /s/ Christopher James
Name: Christopher James
Title: Authorized Signatory

Accepting its appointment as
Stakeholder Representative hereunder:

RHINO HOLDINGS, L.P.

By: BTO HOLDINGS MANAGER L.L.C.
Its: General Partner

By:    /s/ Christopher James
    Name:    Christopher James
    Title: Authorized Signatory

[Signature Page to the Transaction Agreement]

EX-22.1

Exhibit 22.1

LIST OF SUBSIDIARY GUARANTORS

Signet UK Finance plc (the “Issuer”), a 100% owned subsidiary of Signet Jewelers Limited (the “Parent”), has $147.5 million principal amount outstanding of 4.700% Senior Notes due 2024 (the “Senior Notes”). As of October 30, 2021, Parent, along with the following 100% owned subsidiaries, are guarantors of the outstanding Senior Notes:

Name of Entity	Place of Incorporation or Organization
SIGNET US FINANCE LIMITED	England & Wales
SIGNET GROUP LIMITED	England & Wales
SIGNET TRADING LIMITED	England & Wales
SIGNET US HOLDINGS, INC.	Delaware
SIGNET U.S. SERVICES INC.	Delaware
SIGNET GROUP TREASURY SERVICES INC.	Delaware
STERLING JEWELERS INC.(1)	Delaware
STERLING ECOMM LLC	Delaware
SIGNET GROUP SERVICES US INC.	Delaware
STERLING INC.	Ohio
ZALE CORPORATION	Delaware
ZALE DELAWARE, INC	Delaware
ZALE INTERNATIONAL, INC.	Delaware
ZAP, INC.	Delaware
ZGCO, LLC	Virginia
TXDC, L.P.	Texas
ZALE CANADA CO.	Canada
ZCSC, LLC	Delaware
ZALE PUERTO RICO, INC.	Puerto Rico
SIGNET SERVICE PLANS, INC.	Ohio

(1) Sterling Jewelers, Inc. includes its wholly owned subsidiary, SJI Ireland Unlimited Company, through a Joinder and Guaranty agreement entered into between the parties on November 21, 2017.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Virginia C. Drosos, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the “Report”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this Report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: December 2, 2021

By:	/s/ Virginia C. Drosos
Name:	Virginia C. Drosos
Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Joan Hilson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the “Report”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this Report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: December 2, 2021

By:	/s/ Joan Hilson
Name:	Joan Hilson
Title:	Chief Financial and Strategy Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Virginia C. Drosos, as Chief Executive Officer of Signet Jewelers Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying Quarterly Report on Form 10-Q for the period ended October 30, 2021, as filed with the US Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 2, 2021

By:	/s/ Virginia C. Drosos
Name:	Virginia C. Drosos
Title:	Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joan Hilson, as Chief Financial and Strategy Officer of Signet Jewelers Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying Quarterly Report on Form 10-Q for the period ended October 30, 2021, as filed with the US Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 2, 2021

By:	/s/ Joan Hilson
Name:	Joan Hilson
Title:	Chief Financial and Strategy Officer (Principal Financial Officer)

XML

Cover Page - shares	9 Months Ended
	Oct. 30, 2021	Nov. 26, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 30, 2021
Document Transition Report	false
Entity File Number	1-32349
Entity Registrant Name	SIGNET JEWELERS LIMITED
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	Clarendon House
Entity Address, Address Line Two	2 Church Street
Entity Address, City or Town	Hamilton
Entity Address, Postal Zip Code	HM11
Entity Address, Country	BM
City Area Code	441
Local Phone Number	296 5872
Title of 12(b) Security	Common Shares of $0.18 each
Trading Symbol	SIG
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		52,623,317
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000832988
Current Fiscal Year End Date	--01-29

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Income Statement [Abstract]
Sales	$ 1,537.8	$ 1,300.3	$ 5,014.7	$ 3,040.4
Cost of sales	(962.2)	(863.8)	(3,043.1)	(2,176.0)
Restructuring charges - cost of sales	0.0	(2.0)	0.0	(1.4)
Gross margin	575.6	434.5	1,971.6	863.0
Selling, general and administrative expenses	(470.5)	(389.3)	(1,485.1)	(1,013.6)
Restructuring charges	1.7	(3.6)	3.3	(45.2)
Asset impairments, net	(0.7)	(1.5)	(2.0)	(158.1)
Other operating income, net	0.8	(0.4)	13.2	4.3
Operating income (loss)	106.9	39.7	501.0	(349.6)
Interest expense, net	(4.1)	(9.1)	(12.4)	(25.6)
Other non-operating expense, net	(1.1)	0.0	(0.9)	0.3
Income (loss) before income taxes	101.7	30.6	487.7	(374.9)
Income taxes	(9.1)	(21.3)	(32.1)	105.4
Net income (loss)	92.6	9.3	455.6	(269.5)
Dividends on redeemable convertible preferred shares	(8.7)	(8.4)	(25.9)	(24.9)
Net income (loss) attributable to common shareholders	$ 83.9	$ 0.9	$ 429.7	$ (294.4)
Earnings (loss) per common share:
Basic (usd per share)	$ 1.59	$ 0.02	$ 8.17	$ (5.67)
Diluted (usd per share)	$ 1.45	$ 0.02	$ 7.27	$ (5.67)
Weighted average common shares outstanding:
Basic (shares)	52.9	52.1	52.6	51.9
Diluted (shares)	63.7	53.4	62.7	51.9

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Condensed Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Pre-tax amount
Foreign currency translation adjustments	$ (4.3)	$ (2.8)	$ 3.1	$ (11.1)
Available-for-sale securities:
Unrealized gain (loss)	(0.1)	(0.1)	(0.2)	0.3
Cash flow hedges:
Unrealized gain (loss)	0.4	0.0	0.2	0.2
Reclassification adjustment for losses (gains) to earnings	0.1	(1.8)	0.6	(13.4)
Pension plan:
Actuarial loss	(72.9)	0.0	(72.9)	0.0
Reclassification adjustment for amortization of actuarial losses to earnings	1.0	0.1	1.4	0.2
Reclassification adjustment for amortization of net prior service costs to earnings	0.0	0.4	0.1	0.7
Total other comprehensive income (loss)	(75.8)	(4.2)	(67.7)	(23.1)
Tax (expense) benefit
Foreign currency translation adjustments	0.0	0.0	0.0	0.0
Available-for-sale securities:
Unrealized gain (loss)	0.0	0.0	0.0	0.0
Cash flow hedges:
Unrealized gain (loss)	0.0	0.0	0.0	0.0
Reclassification adjustment for losses (gains) to earnings	0.0	(0.1)	(0.1)	2.6
Pension plan:
Actuarial loss	14.0	0.0	14.0	0.0
Reclassification adjustment for amortization of actuarial losses to earnings	(0.2)	0.0	(0.3)	0.0
Reclassification adjustment for amortization of net prior service costs to earnings	0.0	(0.1)	0.0	(0.1)
Total other comprehensive income (loss)	13.8	(0.2)	13.6	2.5
After-tax amount
Net income (loss)	92.6	9.3	455.6	(269.5)
Foreign currency translation adjustments	(4.3)	(2.8)	3.1	(11.1)
Available-for-sale securities:
Unrealized gain (loss)	(0.1)	(0.1)	(0.2)	0.3
Cash flow hedges:
Unrealized gain (loss)	0.4	0.0	0.2	0.2
Reclassification adjustment for losses (gains) to earnings	0.1	(1.9)	0.5	(10.8)
Pension plan:
Actuarial loss	(58.9)	0.0	(58.9)	0.0
Reclassification adjustment for amortization of actuarial losses to earnings	0.8	0.1	1.1	0.2
Reclassification adjustment for amortization of net prior service costs to earnings	0.0	0.3	0.1	0.6
Total other comprehensive income (loss)	(62.0)	(4.4)	(54.1)	(20.6)
Total comprehensive income (loss)	$ 30.6	$ 4.9	$ 401.5	$ (290.1)

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,516.9	$ 1,172.5	$ 1,332.6
Accounts receivable, net	19.3	88.7	58.3
Other current assets	194.9	236.6	228.6
Income taxes	115.4	51.7	111.1
Inventories	2,148.3	2,032.5	2,174.0
Total current assets	3,994.8	3,582.0	3,904.6
Non-current assets:
Property, plant and equipment, net of accumulated depreciation and amortization of $1,275.1, $1,198.1 and $1,167.7, respectively	513.2	605.5	612.6
Operating lease right-of-use assets	1,195.3	1,362.2	1,395.4
Goodwill	245.0	238.0	238.0
Intangible assets, net	189.2	179.0	178.8
Other assets	215.0	195.8	189.5
Deferred tax assets	35.0	16.4	13.6
Total assets	6,387.5	6,178.9	6,532.5
Current liabilities:
Loans and overdrafts	0.3	0.0	3.6
Accounts payable	868.2	812.6	558.4
Accrued expenses and other current liabilities	469.2	494.1	500.0
Deferred revenue	307.0	288.7	258.5
Operating lease liabilities	304.4	377.3	379.0
Income taxes	22.7	26.0	32.0
Total current liabilities	1,971.8	1,998.7	1,731.5
Non-current liabilities:
Long-term debt	147.0	146.7	1,036.2
Operating lease liabilities	994.0	1,147.3	1,190.3
Other liabilities	129.1	111.1	97.3
Deferred revenue	813.2	783.3	764.3
Deferred tax liabilities	146.1	159.2	163.1
Total liabilities	4,201.2	4,346.3	4,982.7
Commitments and contingencies
Series A redeemable convertible preferred shares of $.01 par value: authorized 500 shares, 0.625 shares outstanding (January 30, 2021 and October 31, 2020: 0.625 shares outstanding)	651.7	642.3	633.9
Shareholders’ equity:
Common shares of $.18 par value: authorized 500 shares, 52.6 shares outstanding (January 30, 2021 and October 31, 2020: 52.3 outstanding)	12.6	12.6	12.6
Additional paid-in capital	271.8	258.8	254.1
Other reserves	0.4	0.4	0.4
Treasury shares at cost: 17.4 shares (January 30, 2021 and October 31, 2020: 17.7 shares)	(986.3)	(980.2)	(980.4)
Retained earnings	2,580.7	2,189.2	1,943.6
Accumulated other comprehensive loss	(344.6)	(290.5)	(314.4)
Total shareholders’ equity	1,534.6	1,190.3	915.9
Total liabilities, redeemable convertible preferred shares and shareholders’ equity	$ 6,387.5	$ 6,178.9	$ 6,532.5

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Accumulated depreciation	$ 1,275.1	$ 1,198.1	$ 1,167.7
Common shares, par value (usd per share)	$ 0.18	$ 0.18	$ 0.18
Common shares, authorized (shares)	500,000,000	500,000,000	500,000,000
Common shares, outstanding (shares)	52,600,000	52,300,000	52,300,000
Treasury shares, shares (shares)	17,400,000	17,700,000	17,700,000
Series A Redeemable Convertible Preferred Stock
Preferred shares, par value (usd per share)	$ 0.01	$ 0.01	$ 0.01
Preferred shares, authorized (shares)	500,000,000	500,000,000	500,000,000
Preferred shares, outstanding (shares)	625,000	625,000	625,000

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Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020
Cash flows from operating activities
Net income (loss)	$ 455.6	$ (269.5)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	122.9	130.3
Amortization of unfavorable contracts	(2.9)	(4.1)
Share-based compensation	36.4	9.6
Deferred taxation	(20.1)	149.1
Asset impairments, net	2.0	158.1
Restructuring charges	0.0	13.2
Other non-cash movements	2.0	1.7
Changes in operating assets and liabilities, net of acquisition:
Decrease (increase) in accounts receivable	13.0	(19.9)
Proceeds from sale of in-house finance receivables	81.3	0.0
(Increase) decrease in other assets and other receivables	(12.9)	188.2
(Increase) decrease in inventories	(112.1)	151.1
Increase in accounts payable	36.8	325.2
Decrease in accrued expenses and other liabilities	(25.6)	(192.5)
Change in operating lease assets and liabilities	(59.9)	43.9
Increase in deferred revenue	47.1	25.2
Change in income tax receivable and payable	(67.3)	(99.7)
Pension plan contributions	(12.4)	(3.2)
Net cash provided by operating activities	483.9	606.7
Investing activities
Purchase of property, plant and equipment	(50.5)	(41.1)
Purchase of available-for-sale securities	(1.0)	0.0
Proceeds from sale of available-for-sale securities	3.1	3.4
Acquisition of Rocksbox Inc., net of cash acquired	(14.6)	0.0
Net cash used in investing activities	(63.0)	(37.7)
Financing activities
Dividends paid on common shares	(9.5)	(19.3)
Dividends paid on redeemable convertible preferred shares	(16.4)	(7.8)
Repurchase of common shares	(41.1)	0.0
Proceeds from revolving credit facilities	0.0	900.0
Repayments of revolving credit facilities	0.0	(380.0)
Payment of debt issuance costs	(3.9)	0.0
Increase (decrease) of bank overdrafts	0.3	(84.2)
Other financing activities	(7.5)	(13.6)
Net cash (used in) provided by financing activities	(78.1)	395.1
Cash and cash equivalents at beginning of period	1,172.5	374.5
Increase in cash and cash equivalents	342.8	964.1
Effect of exchange rate changes on cash and cash equivalents	1.6	(6.0)
Cash and cash equivalents at end of period	$ 1,516.9	$ 1,332.6

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Condensed Consolidated Statements Of Shareholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Common shares at par value	Additional paid-in capital	Other reserves	Treasury shares	Retained earnings	Accumulated other comprehensive loss
Beginning Balance at Feb. 01, 2020	$ 1,222.6	$ 12.6	$ 245.4	$ 0.4	$ (984.9)	$ 2,242.9	$ (293.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(197.1)					(197.1)
Other comprehensive income (loss)	(34.0)						(34.0)
Dividends declared: Preferred shares	(8.2)					(8.2)
Net settlement of equity-based awards	(0.9)		(0.4)		(0.3)	(0.2)
Share-based compensation expense	1.4		1.4
Ending Balance at May. 02, 2020	983.8	12.6	246.4	0.4	(985.2)	2,037.4	(327.8)
Beginning Balance at Feb. 01, 2020	1,222.6	12.6	245.4	0.4	(984.9)	2,242.9	(293.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(269.5)
Other comprehensive income (loss)	(20.6)
Ending Balance at Oct. 31, 2020	915.9	12.6	254.1	0.4	(980.4)	1,943.6	(314.4)
Beginning Balance at May. 02, 2020	983.8	12.6	246.4	0.4	(985.2)	2,037.4	(327.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(81.7)					(81.7)
Other comprehensive income (loss)	17.8						17.8
Dividends declared: Preferred shares	(8.3)					(8.3)
Net settlement of equity-based awards	(0.1)		(0.5)		4.1	(3.7)
Share-based compensation expense	4.9		4.9
Ending Balance at Aug. 01, 2020	916.4	12.6	250.8	0.4	(981.1)	1,943.7	(310.0)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	9.3					9.3
Other comprehensive income (loss)	(4.4)						(4.4)
Dividends declared: Preferred shares	(8.4)					(8.4)
Net settlement of equity-based awards	(0.3)		0.0		0.7	(1.0)
Share-based compensation expense	3.3		3.3
Ending Balance at Oct. 31, 2020	915.9	12.6	254.1	0.4	(980.4)	1,943.6	(314.4)
Beginning Balance at Jan. 30, 2021	1,190.3	12.6	258.8	0.4	(980.2)	2,189.2	(290.5)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	138.4					138.4
Other comprehensive income (loss)	6.9						6.9
Dividends declared: Preferred shares	(8.6)					(8.6)
Net settlement of equity-based awards	(14.4)		(14.6)		15.0	(14.8)
Share-based compensation expense	8.0		8.0
Ending Balance at May. 01, 2021	1,320.6	12.6	252.2	0.4	(965.2)	2,304.2	(283.6)
Beginning Balance at Jan. 30, 2021	1,190.3	12.6	258.8	0.4	(980.2)	2,189.2	(290.5)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	455.6
Other comprehensive income (loss)	(54.1)
Ending Balance at Oct. 30, 2021	1,534.6	12.6	271.8	0.4	(986.3)	2,580.7	(344.6)
Beginning Balance at May. 01, 2021	1,320.6	12.6	252.2	0.4	(965.2)	2,304.2	(283.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	224.6					224.6
Other comprehensive income (loss)	1.0						1.0
Dividends declared: Common shares	(9.5)					(9.5)
Dividends declared: Preferred shares	(8.6)					(8.6)
Net settlement of equity-based awards	9.9		(2.9)		14.2	(1.4)
Share-based compensation expense	17.5		17.5
Ending Balance at Jul. 31, 2021	1,555.5	12.6	266.8	0.4	(951.0)	2,509.3	(282.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	92.6					92.6
Other comprehensive income (loss)	(62.0)						(62.0)
Dividends declared: Common shares	(9.5)					(9.5)
Dividends declared: Preferred shares	(8.7)					(8.7)
Repurchase of common shares	(41.1)				(41.1)
Net settlement of equity-based awards	(3.1)		(5.9)		5.8	(3.0)
Share-based compensation expense	10.9		10.9
Ending Balance at Oct. 30, 2021	$ 1,534.6	$ 12.6	$ 271.8	$ 0.4	$ (986.3)	$ 2,580.7	$ (344.6)

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Condensed Consolidated Statements Of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended						9 Months Ended
	Oct. 30, 2021	Jul. 31, 2021	May 01, 2021	Oct. 31, 2020	Aug. 01, 2020	May 02, 2020	Oct. 30, 2021	Oct. 31, 2020
Statement of Stockholders' Equity [Abstract]
Common stock, dividends (usd per share)	$ 0.18	$ 0.18	$ 0	$ 0	$ 0	$ 0	$ 0.36	$ 0
Preferred stock, dividends (usd per share)	$ 13.14	$ 13.14	$ 13.14	$ 12.81	$ 12.66	$ 12.50	$ 39.42	$ 37.97

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Organization and principal accounting policies

9 Months Ended

Oct. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and principal accounting policies

Organization and principal 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 three 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 4 for additional discussion of 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. However, in Fiscal 2022, Signet has experienced shifts in discretionary spending and consumer behavior that may cause the fourth quarter to account for a lower percentage of annual sales and profits.

Risks and Uncertainties - COVID-19

In December 2019, a novel coronavirus (“COVID-19”) was identified in Wuhan, China. During Fiscal 2021, the Company experienced significant disruption to its business, specifically in its retail store operations through temporary closures during the first half of the year. By the end of the third quarter of Fiscal 2021, the Company had re-opened substantially all of its stores. However, during the fourth quarter of Fiscal 2021, both the UK and certain Canadian provinces re-established mandated temporary closure of non-essential businesses. The UK stores began to reopen in April 2021, while the Canadian stores began reopening in the second quarter of Fiscal 2022.

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 COVID-19 (including through variants), the success of the vaccine rollout globally, its impact on the Company’s global supply chain, and the uncertainty of customer behavior and potential shifts in discretionary spending. The Company will continue to evaluate the impact of COVID-19 on its business, results of operations and cash flows throughout Fiscal 2022, including the potential impacts on various estimates and assumptions inherent in the preparation of the condensed consolidated financial statements.

Basis of preparation

The condensed consolidated financial statements of Signet are prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles (“US GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in Signet’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC on March 19, 2021.

Use of estimates

The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, 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 condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. 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 and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, derivatives, employee benefits, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets.

Fiscal year

The Company’s fiscal year ends on the Saturday nearest to January 31st. Fiscal 2022 and Fiscal 2021 refer to the 52 week periods ending January 29, 2022 and ended January 30, 2021, respectively. Within these condensed consolidated financial statements, the third quarter of the relevant fiscal years 2022 and 2021 refer to the 13 weeks ended October 30, 2021 and October 31, 2020, respectively.

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 segment and Canada as part of the North America segment, are consolidated using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange on the balance sheet date, 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 condensed 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 in other operating income, net within the condensed consolidated statements of operations.

See Note 9 for additional information regarding the Company’s foreign currency translation.

Acquisition of 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 driven by Signet's "Inspiring Brilliance" strategy and its initiatives to accelerate growth in its services offerings. Based on a preliminary purchase price allocation, net assets acquired primarily consist of goodwill and intangible assets (see Note 16 for details). In connection with closing the acquisition, the Company incurred approximately $1.1 million of transaction-related costs for professional services in the 13 weeks ended May 1, 2021, which were recorded as selling, general and administrative expenses in the condensed consolidated statements of operations.

The results of Rocksbox subsequent to the acquisition date are reported as a component of the North America segment. See Note 4 for additional information regarding the Company’s reportable segments. Pro forma results of operations have not been presented, as the impact on the Company’s condensed consolidated financial results was not material.

Acquisition of Diamonds Direct

On October 8, 2021, the Company entered into an agreement (the “Transaction Agreement”) to acquire Diamonds Direct USA Inc., a Delaware corporation (“Diamonds Direct”). The acquisition was consummated on November 17, 2021. Diamonds Direct is an off-mall, destination jeweler in the US, operating in 22 retail locations with a highly productive, efficient operating model with demonstrated growth and profitability which is expected to immediately contribute to Signet’s “Inspiring Brilliance” strategy to accelerate growth and expand the Company’s market in accessible luxury and bridal. Diamonds Direct’s strong value proposition, extensive bridal offering and customer-centric, high-touch shopping experience is a destination for younger, luxury-oriented bridal shoppers.

The Company acquired 100% of the outstanding common stock of Diamonds Direct for cash consideration of $504.6 million, net of cash acquired, and subject to customary post-closing adjustments per the Transaction Agreement. In connection with the acquisition, the Company incurred $2.6 million of acquisition-related costs during the 13 weeks ended October 30, 2021, which were recorded as selling, general and administrative expenses in the condensed consolidated statements of operations.

Neither the Company’s condensed consolidated balance sheets nor the operating results or cash flows, as of and for the periods ended October 30, 2021, reflect the impact of Diamonds Direct as the acquisition was completed after the balance sheet date. Signet plans to report Diamonds Direct results within the Company’s North America segment.

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New accounting pronouncements

9 Months Ended

Oct. 30, 2021

Accounting Policies [Abstract]

New accounting pronouncements

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

There were no new accounting pronouncements adopted during Fiscal 2022 that have a material impact on the Company’s financial position or results of operations.

New accounting pronouncements issued but not yet adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that an acquirer recognize and measure customer contract assets and liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts, rather than under Topic 805. Under prior guidance with Topic 805, a liability for deferred revenue was generally recognized in an acquirer’s financial statements as if it represented a legal obligation. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

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Revenue recognition

9 Months Ended

Oct. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue recognition

Revenue recognition

The following tables provide the Company’s revenue, disaggregated by banner, major product and channel, for the 13 and 39 weeks ended October 30, 2021 and October 31, 2020:

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by banner:
Kay	$	573.4	$	—	$	—	$	573.4	$	490.5	$	—	$	—	$	490.5
Zales	291.9		—		—		291.9		251.4		—		—		251.4
Jared	277.1		—		—		277.1		232.7		—		—		232.7
Piercing Pagoda	111.4		—		—		111.4		93.7		—		—		93.7
James Allen	90.4		—		—		90.4		76.6		—		—		76.6
Peoples	45.9		—		—		45.9		37.8		—		—		37.8
International segment banners	—		120.9		—		120.9				106.9		—		106.9
Other (1)	4.1		—		22.7		26.8		—		—		10.7		10.7
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by banner:
Kay	$	1,923.8	$	—	$	—	$	1,923.8	$	1,149.0	$	—	$	—	$	1,149.0
Zales	1,030.0		—		—		1,030.0		618.8		—		—		618.8
Jared	873.1		—		—		873.1		546.6		—		—		546.6
Piercing Pagoda	399.0		—		—		399.0		204.4		—		—		204.4
James Allen	300.7		—		—		300.7		184.7		—		—		184.7
Peoples	121.9		—		—		121.9		83.3		—		—		83.3
International segment banners	—		309.0		—		309.0		—		232.8		—		232.8
Other (1)	9.4		—		47.8		57.2				—		20.8		20.8
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

(1) Includes sales from Signet’s diamond sourcing initiative and Rocksbox.

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by product:
Bridal	$	640.9	$	57.3	$	—	$	698.2	$	564.5	$	48.0	$	—	$	612.5
Fashion	524.6		23.3		—		547.9		400.7		19.5		—		420.2
Watches	48.7		44.0		—		92.7		33.6		33.4		—		67.0
Other (1)	180.0		(3.7)		22.7		199.0		183.9		6.0		10.7		200.6
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by product:
Bridal	$	2,064.5	$	146.8	$	—	$	2,211.3	$	1,295.7	$	104.9	$	—	$	1,400.6
Fashion	1,866.7		53.7		—		1,920.4		993.1		44.8		—		1,037.9
Watches	154.2		102.2		—		256.4		81.9		73.3		—		155.2
Other (1)	572.5		6.3		47.8		626.6		416.1		9.8		20.8		446.7
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

(1)     Other product sales primarily includes gift, beads and other miscellaneous jewelry sales, repairs, subscriptions, service plan and other miscellaneous non-jewelry sales.

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by channel:
Store	$	1,142.6	$	99.4	$	—	$	1,242.0	$	963.7	$	87.1	$	—	$	1,050.8
E-commerce	251.6		21.5		—		273.1		219.0		19.8		—		238.8
Other	—		—		22.7		22.7		—		—		10.7		10.7
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by channel:
Store	$	3,775.5	$	235.8	$	—	$	4,011.3	$	2,170.2	$	175.8	$	—	$	2,346.0
E-commerce	882.4		73.2		—		955.6		616.6		57.0		—		673.6
Other	—		—		47.8		47.8		—		—		20.8		20.8
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

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 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 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 condensed consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees.

Deferred selling costs

Unamortized deferred selling costs as of October 30, 2021, January 30, 2021 and October 31, 2020 were as follows:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Other current assets	$	25.2	$	26.2	$	24.0
Other assets	87.2		85.1		81.7
Total deferred selling costs	$	112.4	$	111.3	$	105.7

Amortization of deferred ESP selling costs is included within selling, general and administrative expenses in the condensed consolidated statements of operations. Amortization of deferred ESP selling costs was $12.4 million and $29.4 million during the 13 and 39 weeks ended October 30, 2021, respectively, and $8.5 million and $16.0 million during the 13 and 39 weeks ended October 31, 2020, respectively.

Deferred revenue

Deferred revenue consists of the following:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
ESP deferred revenue	$	1,066.3	$	1,028.9	$	983.2
Other deferred revenue (1)	53.9		43.1		39.6
Total deferred revenue	$	1,120.2	$	1,072.0	$	1,022.8
Disclosed as:
Current liabilities	$	307.0	$	288.7	$	258.5
Non-current liabilities	813.2		783.3		764.3
Total deferred revenue	$	1,120.2	$	1,072.0	$	1,022.8

(1) Other deferred revenue includes primarily revenue collected from customers for custom orders and eCommerce orders, for which control has not yet transferred to the customer.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
ESP deferred revenue, beginning of period	$	1,063.8	$	990.5	$	1,028.9	$	960.0
Plans sold (1)	103.2		83.8		345.9		193.2
Revenue recognized (2)	(100.7)		(91.1)		(308.5)		(170.0)
ESP deferred revenue, end of period	$	1,066.3	$	983.2	$	1,066.3	$	983.2

(1)    Includes impact of foreign exchange translation.

(2)    The Company recognized sales of $56.4 million and $192.8 million during the 13 and 39 weeks ended October 30, 2021, respectively, and $61.6 million and $115.8 million during the 13 and 39 weeks ended October 31, 2020, respectively, related to deferred revenue that existed at the beginning of the period in respect to ESP. In Fiscal 2021, no ESP revenue was recognized beginning on March 23, 2020 due to the temporary closure of the Company’s stores and service centers as a result of COVID-19. As the Company began reopening stores and service centers during the second quarter of Fiscal 2021, the Company resumed recognizing service revenue as it fulfilled its performance obligations under the ESP.

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Segment information

9 Months Ended

Oct. 30, 2021

Segment Reporting [Abstract]

Segment information

Segment information

Financial information for each of Signet’s reportable segments is presented in the tables below. Signet’s chief operating decision maker utilizes segment sales and operating income, after the elimination of any inter-segment transactions, to determine resource allocations and performance assessment measures. Signet manages its business as three 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.

The North America reportable segment operates across the US and Canada. Its US stores operate nationally in malls and off-mall locations principally as Kay (Kay Jewelers and Kay Jewelers Outlet), Zales (Zales Jewelers and Zales Outlet), Jared (Jared The Galleria Of Jewelry and Jared Vault), James Allen, Rocksbox and Piercing Pagoda, which operates primarily through mall-based kiosks. Its Canadian stores operate as the Peoples Jewellers store banner.

The International reportable segment operates stores in the UK, Republic of Ireland and Channel Islands. Its stores operate in shopping malls and off-mall locations (i.e. high street) principally as H.Samuel and Ernest Jones.

The Other reportable segment consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Sales:
North America segment	$	1,394.2	$	1,182.7	$	4,657.9	$	2,786.8
International segment	120.9		106.9		309.0		232.8
Other segment	22.7		10.7		47.8		20.8
Total sales	$	1,537.8	$	1,300.3	$	5,014.7	$	3,040.4
Operating income (loss):
North America segment (1)	$	123.8	$	52.9	$	573.1	$	(238.3)
International segment (2)	0.2		1.6		(4.0)		(52.6)
Other segment (3)	(0.4)		1.3		(1.4)		0.8
Corporate and unallocated expenses (4)	(16.7)		(16.1)		(66.7)		(59.5)
Total operating income (loss)	106.9		39.7		501.0		(349.6)
Interest expense, net	(4.1)		(9.1)		(12.4)		(25.6)
Other non-operating expense, net	(1.1)		—		(0.9)		0.3
Income (loss) before income taxes	$	101.7	$	30.6	$	487.7	$	(374.9)

(1)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $2.6 million of acquisition-related expenses in connection with the Diamonds Direct acquisition; and $0.7 million and $2.0 million, respectively, of net asset impairments. Operating income (loss) during the 39 weeks ended October 30, 2021 includes: $1.1 million of transaction-related expenses in connection with the Rocksbox acquisition; $1.4 million of gains associated with the sale of customer in-house finance receivables; and $(1.0) million to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 1, Note 5, Note 11 and Note 14 for additional information.

Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes: a $2.2 million and $1.6 million charge, respectively, related to inventory charges recorded in conjunction with the Company’s restructuring activities; charges of $0.7 million and $37.3 million, respectively, primarily related to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities; and asset impairment charges of $1.5 million and $136.9 million, respectively. See Note 5, Note 14 and Note 16 for additional information.

(2)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes charges of $3.0 million and $7.6 million, respectively, related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities, and asset impairment charges of $21.2 million during the 39 weeks ended October 31, 2020. See Note 5, Note 14 and Note 16 for additional information.

(3)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a $0.2 million benefit recognized due to a change in inventory reserves previously recognized as part of the Company’s restructuring activities. See Note 5 for additional information.

(4)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $(1.7) million and $(2.3) million, respectively, to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 5 for additional information.

Operating income (loss) during the 39 weeks ended October 31, 2020 includes a net charge of $7.5 million related to the settlement of previously disclosed shareholder litigation matters, inclusive of expected insurance proceeds. Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a credit of $0.1 million and net charge of $0.3 million, respectively, primarily related to severance and professional services recorded in conjunction with the Company’s restructuring activities. See Note 5 and Note 21 for additional information

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Restructuring plans

9 Months Ended

Oct. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring plans

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 a share-gaining, OmniChannel jewelry category leader. Restructuring activities related to the Plan were substantially completed in Fiscal 2021. The Company recorded credits to restructuring expense of $1.7 million and $3.3 million, during the 13 and 39 weeks ended October 30, 2021, respectively, primarily related to adjustments to previously recognized Plan liabilities.

Restructuring charges and other Plan-related costs are classified in the condensed consolidated statements of operations as follows:

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Inventory charges	Restructuring charges - cost of sales	$	—	$	2.0	$	—	$	1.4
Other Plan related expenses	Restructuring charges	(1.7)		3.6		(3.3)		45.2
Total Signet Path to Brilliance Plan expenses		$	(1.7)	$	5.6	$	(3.3)	$	46.6

The composition of the restructuring charges the Company incurred during the 13 and 39 weeks ended October 30, 2021, as well as the cumulative amount incurred under the Plan through October 30, 2021, were as follows:

	13 weeks ended		39 weeks ended		Cumulative amount
(in millions)	October 30, 2021		October 30, 2021		October 30, 2021
Inventory charges	$	—	$	—	$	72.8
Termination benefits	—		(1.1)		48.8
Store closure and other costs	(1.7)		(2.2)		127.7
Total Signet Path to Brilliance Plan expenses	$	(1.7)	$	(3.3)	$	249.3

Plan liabilities of $2.3 million were recorded within accrued expenses and other current liabilities and Plan liabilities of $2.0 million were recorded within other liabilities in the condensed consolidated balance sheet as of October 30, 2021. The remaining Plan liabilities consist primarily of store closure liabilities. The following table summarizes the activity related to the Plan liabilities for Fiscal 2022:

(in millions)	Termination benefits		Store closure and other costs		Consolidated
Balance at January 30, 2021	$	2.1	$	8.1	$	10.2
Payments and other adjustments	(0.9)		(1.7)		(2.6)
Charged (credited) to expense	(1.1)		(2.2)		(3.3)
Balance at October 30, 2021	$	0.1	$	4.2	$	4.3

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Redeemable preferred shares

9 Months Ended

Oct. 30, 2021

Temporary Equity [Abstract]

Redeemable preferred shares

Redeemable preferred shares

On October 5, 2016, the Company issued 625,000 shares of Series A Redeemable Convertible Preference Shares (“Preferred Shares”) to certain affiliates of Leonard Green & Partners, L.P., 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. Preferred shareholders are entitled to a cumulative dividend at the rate of 5% per annum, payable quarterly in arrears either in cash or by increasing the stated value of the Preferred Shares. The Company declared the Preferred Share dividend during the fourth quarter of Fiscal 2021 payable “in-kind” by increasing the Stated Value of the Preferred Shares. The Stated Value of the Preferred Shares increased by $12.97 per share during the first quarter of Fiscal 2022 when this dividend was paid, all of which will become payable upon liquidation of the Preferred Shares. The Company has declared the first, second, and third quarter Fiscal 2022 Preferred Share dividends payable in cash. Refer to Note 7 for additional discussion of the Company’s dividends on Preferred Shares.

(in millions, except conversion rate and conversion price)	October 30, 2021		January 30, 2021		October 31, 2020
Conversion rate	12.2297		12.2297		12.2297
Conversion price	$	81.7682	$	81.7682	$	81.7682
Potential impact of preferred shares if-converted to common shares	8.0		7.9		7.8
Liquidation preference (1)	$	665.0	$	656.8	$	648.7

(1) Includes the stated value of the Preferred Shares plus any declared but unpaid dividends

In connection with the issuance of the Preferred Shares, the Company incurred direct and incremental expenses of $13.7 million. These direct and incremental expenses originally reduced the Preferred Shares carrying value and will be 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 recorded in the condensed consolidated balance sheets was $8.5 million as of October 30, 2021 (January 30, 2021 and October 31, 2020: $7.3 million and $6.9 million, respectively).

Accretion of $0.4 million and $1.2 million was recorded to Preferred Shares in the condensed consolidated balance sheets during the 13 and 39 weeks ended October 30, 2021 ($0.4 million and $1.2 million for the 13 and 39 weeks ended October 31, 2020).

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Shareholders' equity

9 Months Ended

Oct. 30, 2021

Equity [Abstract]

Shareholders' equity

Shareholders’ equity

Dividends on Common Shares

As a result of COVID-19, Signet’s Board of Directors (the “Board”) elected to temporarily suspend the dividend program on common shares, effective in the first quarter of Fiscal 2021. The Board elected to reinstate the dividend program on common shares beginning in second quarter of Fiscal 2022. Dividends declared on the common shares during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

	Fiscal 2022				Fiscal 2021
(in millions, except per share amounts)	Dividends per share		Total dividends		Dividends per share		Total dividends
First quarter	$	—	$	—	$	—	$	—
Second quarter	0.18		9.5		—		—
Third quarter (1)	0.18		9.5		—		—
Total	$	0.36	$	19.0	$	—	$	—

(1) Signet’s dividend policy for common shares results in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of October 30, 2021, $9.5 million was recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheet reflecting the cash dividends on common shares declared for the third quarter of Fiscal 2022.

Dividends on Preferred Shares

Dividends declared on the Preferred Shares during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

	Fiscal 2022				Fiscal 2021
(in millions, except per share amounts)	Dividends per share		Total dividends		Dividends per share		Total dividends
First quarter	$	13.14	$	8.2	$	12.50	$	7.8
Second quarter	13.14		8.2		12.66		7.9
Third quarter (1)	13.14		8.2		12.81		8.0
Total	$	39.42	$	24.6	$	37.97	$	23.7

(1)    Signet’s Preferred Shares dividends result in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of October 30, 2021, January 30, 2021, and October 31, 2020, $8.2 million, $8.1 million, and $8.0 million, respectively, has been recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the dividends on the Preferred Shares declared for the third quarter of Fiscal 2022, fourth quarter of Fiscal 2021, and third quarter of Fiscal 2021, respectively.

There were no cumulative undeclared dividends on the Preferred Shares that reduced net income (loss) attributable to common shareholders during the 13 and 39 weeks ended October 30, 2021 or October 31, 2020. See Note 6 for additional discussion of the Company’s Preferred Shares.

Share repurchases

Common shares repurchased during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

			39 weeks ended October 30, 2021					39 weeks ended October 31, 2020
(in millions, except per share amounts	Amount authorized		Shares repurchased	Amount repurchased (1)		Average repurchase price per share (1)		Shares repurchased	Amount repurchased		Average repurchase price per share
2017 Program	$	659.4	0.5	$	41.1	$	88.04	—	$	—	N/A

(1)    Includes amounts paid for commissions.

On August 23, 2021, the Board authorized a reinstatement of repurchases under the 2017 Share Repurchase Program (the “2017 Program”), as well as an increase in the remaining amount of shares authorized for repurchase under the 2017 Program, from $165.6 million to $225 million. The 2017 Program had $183.9 million of shares authorized for repurchase remaining as of October 30, 2021.

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Earnings (loss) per common share (EPS)

9 Months Ended

Oct. 30, 2021

Earnings Per Share [Abstract]

Earnings (loss) per common share (“EPS”)

Earnings (loss) per common share (“EPS”)

Basic EPS is computed by dividing net income (loss) 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:

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Numerator:
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Denominator:
Weighted average common shares outstanding	52.9		52.1		52.6		51.9
EPS – basic	$	1.59	$	0.02	$	8.17	$	(5.67)

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 units, performance share units and stock options issued under the Omnibus Plan and stock options issued under the Share Saving Plans. The dilutive effect of performance share units 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 interim period. The dilutive effect of 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 Shares is determined using the treasury stock and if-converted methods, respectively. Under the if-converted method, the Preferred 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 Shares are dilutive, cumulative dividends and accretion for issuance costs associated with the Preferred Shares are added back to net income (loss) attributable to common shareholders. See Note 6 for additional discussion of the Company’s Preferred Shares.

The computation of diluted EPS is outlined in the table below:

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Numerator:
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Add: Dividends on Preferred Shares	8.7		—		25.9		—
Numerator for diluted EPS	$	92.6	$	0.9	$	455.6	$	(294.4)
Denominator:
Basic weighted average common shares outstanding	52.9		52.1		52.6		51.9
Plus: Dilutive effect of share awards	2.8		1.3		2.1		—
Plus: Dilutive effect of Preferred Shares	8.0		—		8.0		—
Diluted weighted average common shares outstanding	63.7		53.4		62.7		51.9
EPS – diluted	$	1.45	$	0.02	$	7.27	$	(5.67)

The calculation of diluted EPS excludes the following items for each respective period on the basis that their effect would be anti-dilutive:

	13 weeks ended		39 weeks ended
(in millions)	October 30, 2021	October 31, 2020	October 30, 2021	October 31, 2020
Share awards	—	0.7	—	1.6
Potential impact of Preferred Shares	—	7.8	—	7.7
Total anti-dilutive shares	—	8.5	—	9.3

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Accumulated other comprehensive income (loss)

9 Months Ended

Oct. 30, 2021

Equity [Abstract]

Accumulated other comprehensive income (loss)

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
(in millions)	Foreign currency translation		Gains (losses) on available-for-sale securities, net		Gains (losses) on cash flow hedges		Actuarial losses		Prior service costs		Accumulated other comprehensive loss
Balance at January 30, 2021	$	(238.9)	$	0.5	$	(0.9)	$	(47.2)	$	(4.0)	$	(290.5)
Other comprehensive income (loss) (“OCI”) before reclassifications	3.1		(0.2)		0.2		(58.9)		—		(55.8)
Amounts reclassified from AOCI to net income	—		—		0.5		1.1		0.1		1.7
Net current period OCI	3.1		(0.2)		0.7		(57.8)		0.1		(54.1)
Balance at October 30, 2021	$	(235.8)	$	0.3	$	(0.2)	$	(105.0)	$	(3.9)	$	(344.6)

The amounts reclassified from AOCI to earnings were as follows:

	Amounts reclassified from AOCI
	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020		Statement of operations caption
Losses (gains) on cash flow hedges:
Foreign currency contracts	$	0.1	$	—	$	0.4	$	—	Cost of sales (see Note 17)
Commodity contracts	—		(1.8)		0.2		(3.5)		Cost of sales (see Note 17)
Total before income tax	0.1		(1.8)		0.6		(3.5)
Losses (gains) on de-designating cash flow hedges:
Foreign currency contracts	—		—		—		(0.6)		Other operating income, net (see Note 17)
Commodity contracts	—		—		—		(9.3)		Other operating income, net (see Note 17)
Total before income tax	—		—		—		(9.9)
Income taxes	—		(0.1)		(0.1)		2.6
Net of tax	0.1		(1.9)		0.5		(10.8)
Defined benefit pension plan items:
Amortization of unrecognized actuarial losses	1.0		0.1		1.4		0.2		Other non-operating income, net
Amortization of unrecognized net prior service costs	—		0.4		0.1		0.7		Other non-operating income, net
Total before income tax	1.0		0.5		1.5		0.9
Income taxes	(0.2)		(0.1)		(0.3)		(0.1)
Net of tax	0.8		0.4		1.2		0.8
Total reclassifications, net of tax	$	0.9	$	(1.5)	$	1.7	$	(10.0)

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Income taxes

9 Months Ended

Oct. 30, 2021

Income Tax Disclosure [Abstract]

Income taxes

Income taxes

	39 weeks ended
	October 30, 2021		October 31, 2020
Estimated annual effective tax rate before discrete items	22.1	%	19.5	%
Discrete items recognized	(15.5)	%	8.6	%
Effective tax rate recognized in statements of operations	6.6	%	28.1	%

During the 39 weeks ended October 30, 2021, the Company’s effective tax rate was lower than the US federal income tax rate primarily due to the reversal of the valuation allowance recorded against certain state deferred tax assets, as well as additional benefits realized from the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) and other permanent differences. In the first quarter of Fiscal 2021, the Company recorded a valuation allowance on certain state deferred tax assets based primarily on its three-year cumulative loss position. During the second quarter of Fiscal 2022, the Company evaluated evidence to consider the reversal of the valuation allowance on its state net deferred tax assets and determined that there was sufficient positive evidence to conclude that it is more likely than not its state deferred tax assets are realizable. In determining the likelihood of future realization of the state deferred tax assets, the Company considered both positive and negative evidence. As a result, the Company believed that the weight of the positive evidence, including the cumulative income position in the three most recent years as of July 31, 2021 and forecasts for a sustained level of future taxable income, was sufficient to overcome the weight of the negative evidence, and thus recorded a $49.8 million tax benefit to release the valuation allowance against the Company's state deferred tax assets in the second quarter of Fiscal 2022. The Company’s effective tax rate for the same period during the prior year was higher than the US federal income tax rate primarily due to the benefits from the CARES Act recognized as a discrete item during the 39 weeks ended October 31, 2020, partially offset by the unfavorable impact of a valuation allowance recorded against certain US and state deferred tax assets and the impairment of goodwill which was not deductible for tax purposes.

The CARES Act provided 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 higher enacted tax rates resulting in a tax benefit of $73.8 million recognized as a discrete item during the 39 weeks ended October 31, 2020. The CARES Act also provided 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 $23.5 million during the 39 weeks ended October 31, 2020, with an additional benefit recognized in the third quarter of Fiscal 2022 of $12.4 million. In addition, as discussed above, the Company recorded a valuation allowance of $66.9 million against certain deferred tax assets during the 39 weeks ended October 31, 2020. The estimated annual effective tax rate excludes the effects of any discrete items that may be recognized in future periods.

As of October 30, 2021, there has been no material change in the amounts of unrecognized tax benefits, or the related accrued interest and penalties (where appropriate), in respect of uncertain tax positions identified and recorded as of January 30, 2021.

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Credit transactions

9 Months Ended

Oct. 30, 2021

Receivables [Abstract]

Credit transactions

Credit transactions

Credit card outsourcing programs

The Company has entered into various agreements with Comenity Bank, through its subsidiaries Sterling Jewelers Inc. (“Sterling”) and Zale Delaware, Inc. (“Zale”), to outsource its private label credit card programs. Prior to the amendments described below, under these agreements, Comenity Bank provided credit services to all prime credit customers for the Sterling banners, and to all credit card customers for the Zale banners. In May 2021, both the Sterling and Zale agreements with Comenity Bank were amended and restated as further described below.

The non-prime portion of the Sterling credit card portfolio was outsourced to CarVal Investors (“CarVal”) and the appointed minority party, Castlelake, L.P. (“Castlelake” and collectively with CarVal, the “Investors”). Under the agreement with the Investors, Signet remains the issuer of non-prime credit with investment funds managed by the Investors purchasing forward receivables at a discount rate determined in accordance with their respective agreements. Signet holds 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. Various amended and restated agreements have been entered into with the Investors as described below.

Fiscal 2021 non-prime agreements with the Investors

During Fiscal 2021, the 2018 agreements pertaining to the purchase of forward flow receivables were terminated and new agreements were executed with the Investors which were effective until June 30, 2021. Those new agreements provided that the Investors 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 all forward flow non-prime receivables created for new customers beginning in the second quarter of Fiscal 2021. The termination of the previous agreements had no effect on the receivables that were previously sold to the Investors prior to the termination, except that Signet agreed to extend the Investors’ 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 Financial Solutions (“Genesis”) remained in place.

In January 2021, the Company reached additional agreements with the Investors to further amend the purchase agreements described above through June 30, 2021. CarVal continued to purchase add-on receivables for existing accounts and began to purchase 50% of new forward flow non-prime receivables. Genesis (becoming one of the “Investors”) began to purchase the remaining 50% of new forward flow non-prime receivables through June 30, 2021. Castlelake continued to purchase add-on receivables for existing accounts through June 30, 2021. Signet continued to retain add-on receivables for its existing accounts but no longer retained new forward flow non-prime receivables.

Fiscal 2022 amended and restated agreements

On May 17, 2021, Sterling entered into an Amended and Restated Credit Card Program Agreement (“Sterling Program Agreement”) with Comenity Bank, which amends and restates the Credit Card Program Agreement entered into by and between Sterling and Comenity Bank on May 25, 2017. In addition, on May 17, 2021, the Company, through Zale, entered into an Amended and Restated Private Label Credit Card Program Agreement (“Zale Program Agreement” and together with the Sterling Program Agreement, each a “Program Agreement” and collectively the “Program Agreements”) with Comenity Capital Bank (“Comenity Capital” and together with Comenity Bank, “Comenity”), which amends and restates the Private Label Credit Card Program Agreement entered into by Zale and Comenity Capital on July 9, 2013.

Each Program Agreement has an initial term from July 1, 2021 through December 31, 2025 and, unless terminated earlier by either party, automatically renews for successive two-year terms. The Program Agreements provide for, among other things, that Comenity operate a primary source program to issue credit cards to Sterling and Zale customers to be serviced, maintained, administered, collected upon, and promoted in accordance with the terms therein (the "Primary Source Program"). Each Program Agreement includes a signing bonus, which may be repayable under certain conditions if such Program Agreement is terminated.

Subject to limited exceptions, including permitting a second look program, during the term of the applicable Program Agreement, Comenity will be the exclusive issuer of open-ended credit products (including credit cards) in the United States bearing specified Company trademarks, including trademarks associated with “Kay”, “Jared” and other specified regional brands under the Sterling Program Agreement, and, “Zale”, “Piercing Pagoda”, and other specified regional brands under the Zale Program Agreement. The Program Agreements contain customary representations, warranties, and covenants. Upon expiration or termination by either party of a Program Agreement, Sterling or Zale, as applicable, retains the option to purchase, or arrange the purchase by a third party of, the program assets from Comenity on customary terms and conditions. In the case of a purchase by Sterling upon expiration or termination of the Sterling Program Agreement, such purchase shall be on terms that are no more onerous to Sterling than those applicable to Comenity Bank under the Purchase Agreement, dated May 25, 2017, by and between Sterling and Comenity Bank.

In addition to the Program Agreements, on May 17, 2021, Sterling entered into an Amended and Restated Program Agreement (the “Genesis Agreement”) with Genesis, which amends and restates the Program Agreement entered into by and between Sterling and Genesis on July 26, 2018. The Genesis Agreement has an initial term from July 1, 2021 through December 31, 2025 and, unless terminated earlier by either party, automatically renews for successive one-year periods. Under the terms of the Genesis Agreement, Genesis will expand its role in originating, funding, administering and servicing a second look credit program to Sterling customers that are declined under the Sterling Program Agreement.

In March 2021, the Company provided notice to the Investors of its intent not to extend the respective agreements with such Investors beyond the expiration date of June 30, 2021. Effective July 1, 2021 (the “New Program Start Date”), all new prime and non-prime account origination will occur in accordance with the amended and restated Comenity and Genesis agreements as described above.

On June 30, 2021, the Company entered into amended and restated receivable purchase agreements with CarVal and Castlelake regarding the purchase of add-on receivables on such Investors’ existing accounts, as well as the purchase of the Company-owned credit card receivables portfolio for accounts that had been originated through Fiscal 2021 (see Note 12). During the second quarter of Fiscal 2022, Signet received cash proceeds of $57.8 million for the sale of these customer in-house finance receivables to the Investors. These receivables had a net book value of $56.4 million as of the sale date, and thus the Company recognized a gain on sale of $1.4 million in the North America segment within other operating income in the condensed consolidated statements 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 the payment obligation of the remaining 5% of the receivables previously purchased in June 2018.

Accounts receivable, net

The following table presents the components of Signet’s accounts receivable:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Customer in-house finance receivables, net	$	—	$	72.0	$	39.6
Accounts receivable, trade	17.0		11.6		13.2
Accounts receivable, held for sale	2.3		5.1		5.5
Accounts receivable, net	$	19.3	$	88.7	$	58.3

As discussed in Note 11, during Fiscal 2021, the 2018 agreements pertaining to the purchase of non-prime forward flow receivables were terminated and new agreements were executed with the Investors which were effective until June 30, 2021. Those new agreements provide that the Investors continued to purchase add-on non-prime receivables created on existing customer accounts but Signet began retaining all forward flow non-prime receivables created for new customers beginning in the second quarter of Fiscal 2021. As further discussed in Note 11, Signet sold all existing customer in-house finance receivables to CarVal and Castlelake during

the second quarter of Fiscal 2022. As a result of the amended and restated agreements entered into with Comenity, Genesis, and the Investors during the second quarter of Fiscal 2022, Signet will no longer retain any customer in-house finance receivables.

As described above, Signet continues to be the issuer of non-prime credit for add-on purchases on existing accounts. Therefore, the Company holds these non-prime credit receivables on its balance sheet for two business days prior to selling the receivables to the Investors. Receivables originated by the Company but pending transfer to the Investors as of period end were classified as “held for sale” and included in the accounts receivable caption in the condensed consolidated balance sheets. As of October 30, 2021, January 30, 2021, and October 31, 2020, the accounts receivable held for sale were recorded at fair value.

Accounts receivable classified as trade receivables consist primarily of accounts receivable related to the sale of diamonds to third parties from its polishing factory deemed unsuitable for Signet's needs in the Other segment.

Customer in-house finance receivables

As discussed above, the Company began retaining certain customer in-house finance receivables beginning in the second quarter of Fiscal 2021 through the date of the portfolio sale. The allowance for credit losses was 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. The Company accounts 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 includes 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 estimate expected credit losses for financial assets with similar risk characteristics. The Company evaluated multiple risk characteristics of its credit card receivables portfolio and determined that credit quality and account vintage to be the most significant characteristics for estimating expected credit losses. To estimate its allowance for credit losses, the Company segregates its credit card receivables into credit quality categories using the customers’ FICO scores.

The following three industry standard FICO score categories are used:

•620 to 659 (“Near Prime”)

•580 to 619 (“Subprime”)

•Less than 580 (“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 in Fiscal 2021 and ceased maintaining newly originated accounts by the end of Fiscal 2021.

The vintage year was Fiscal 2021 for all customer in-house finance receivables presented below. The following table disaggregates the Company’s customer in-house finance receivables by credit quality:

(in millions)	January 30, 2021		October 31, 2020
Near Prime	$	46.6	$	26.4
Subprime	38.9		21.8
Deep Subprime	12.0		6.0
Total at amortized cost	$	97.5	$	54.2

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.

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

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Balance at beginning of period	$	—	$	7.1	$	25.5	$	—
Provision for credit losses	(0.6)		7.5		(1.0)		14.6
Write-offs	—		—		(5.5)		—
Recoveries	0.6		—		0.6		—
Reversal of allowance on receivables sold	—		—		(19.6)		—
Balance at end of period	$	—	$	14.6	$	—	$	14.6

Beginning in the second quarter of Fiscal 2021, in connection with the new agreements executed with the Investors, additions to the allowance for credit losses are made by recording charges to bad debt expense (credit losses) within selling, general and administrative expenses within the condensed 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 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 written-off, typically at 180 days delinquent, as noted above.

The following table disaggregates the Company’s customer in-house finance receivables by past due status:

(in millions)	January 30, 2021		October 31, 2020
Current	$	81.3	$	47.6
1 - 30 days past due	9.1		4.0
31 - 60 days past due	2.6		1.5
61 - 90 days past due	1.7		0.7
Greater than 90 days past due	2.8		0.4
Total at amortized cost	$	97.5	$	54.2

Interest income related to the Company’s customer in-house finance receivables is included within other operating income, net in the condensed consolidated statements of operations. Accrued interest is included within the same line item as the respective principal amount of the customer in-house finance receivables in the condensed consolidated balance sheets. The accrual of interest is discontinued at the time the receivable is determined to be uncollectible and written-off. The Company recognized $6.5 million of interest income on its customer in-house finance receivables during the 39 weeks ended October 30, 2021. Interest income recognition ceased at the date of the sale of the portfolio as noted above. Interest income was immaterial in the prior year periods.

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Accounts receivable, net

9 Months Ended

Oct. 30, 2021

Receivables [Abstract]

Accounts receivable, net

Credit transactions

Credit card outsourcing programs

The Company has entered into various agreements with Comenity Bank, through its subsidiaries Sterling Jewelers Inc. (“Sterling”) and Zale Delaware, Inc. (“Zale”), to outsource its private label credit card programs. Prior to the amendments described below, under these agreements, Comenity Bank provided credit services to all prime credit customers for the Sterling banners, and to all credit card customers for the Zale banners. In May 2021, both the Sterling and Zale agreements with Comenity Bank were amended and restated as further described below.

The non-prime portion of the Sterling credit card portfolio was outsourced to CarVal Investors (“CarVal”) and the appointed minority party, Castlelake, L.P. (“Castlelake” and collectively with CarVal, the “Investors”). Under the agreement with the Investors, Signet remains the issuer of non-prime credit with investment funds managed by the Investors purchasing forward receivables at a discount rate determined in accordance with their respective agreements. Signet holds 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. Various amended and restated agreements have been entered into with the Investors as described below.

Fiscal 2021 non-prime agreements with the Investors

During Fiscal 2021, the 2018 agreements pertaining to the purchase of forward flow receivables were terminated and new agreements were executed with the Investors which were effective until June 30, 2021. Those new agreements provided that the Investors 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 all forward flow non-prime receivables created for new customers beginning in the second quarter of Fiscal 2021. The termination of the previous agreements had no effect on the receivables that were previously sold to the Investors prior to the termination, except that Signet agreed to extend the Investors’ 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 Financial Solutions (“Genesis”) remained in place.

In January 2021, the Company reached additional agreements with the Investors to further amend the purchase agreements described above through June 30, 2021. CarVal continued to purchase add-on receivables for existing accounts and began to purchase 50% of new forward flow non-prime receivables. Genesis (becoming one of the “Investors”) began to purchase the remaining 50% of new forward flow non-prime receivables through June 30, 2021. Castlelake continued to purchase add-on receivables for existing accounts through June 30, 2021. Signet continued to retain add-on receivables for its existing accounts but no longer retained new forward flow non-prime receivables.

Fiscal 2022 amended and restated agreements

On May 17, 2021, Sterling entered into an Amended and Restated Credit Card Program Agreement (“Sterling Program Agreement”) with Comenity Bank, which amends and restates the Credit Card Program Agreement entered into by and between Sterling and Comenity Bank on May 25, 2017. In addition, on May 17, 2021, the Company, through Zale, entered into an Amended and Restated Private Label Credit Card Program Agreement (“Zale Program Agreement” and together with the Sterling Program Agreement, each a “Program Agreement” and collectively the “Program Agreements”) with Comenity Capital Bank (“Comenity Capital” and together with Comenity Bank, “Comenity”), which amends and restates the Private Label Credit Card Program Agreement entered into by Zale and Comenity Capital on July 9, 2013.

Each Program Agreement has an initial term from July 1, 2021 through December 31, 2025 and, unless terminated earlier by either party, automatically renews for successive two-year terms. The Program Agreements provide for, among other things, that Comenity operate a primary source program to issue credit cards to Sterling and Zale customers to be serviced, maintained, administered, collected upon, and promoted in accordance with the terms therein (the "Primary Source Program"). Each Program Agreement includes a signing bonus, which may be repayable under certain conditions if such Program Agreement is terminated.

Subject to limited exceptions, including permitting a second look program, during the term of the applicable Program Agreement, Comenity will be the exclusive issuer of open-ended credit products (including credit cards) in the United States bearing specified Company trademarks, including trademarks associated with “Kay”, “Jared” and other specified regional brands under the Sterling Program Agreement, and, “Zale”, “Piercing Pagoda”, and other specified regional brands under the Zale Program Agreement. The Program Agreements contain customary representations, warranties, and covenants. Upon expiration or termination by either party of a Program Agreement, Sterling or Zale, as applicable, retains the option to purchase, or arrange the purchase by a third party of, the program assets from Comenity on customary terms and conditions. In the case of a purchase by Sterling upon expiration or termination of the Sterling Program Agreement, such purchase shall be on terms that are no more onerous to Sterling than those applicable to Comenity Bank under the Purchase Agreement, dated May 25, 2017, by and between Sterling and Comenity Bank.

In addition to the Program Agreements, on May 17, 2021, Sterling entered into an Amended and Restated Program Agreement (the “Genesis Agreement”) with Genesis, which amends and restates the Program Agreement entered into by and between Sterling and Genesis on July 26, 2018. The Genesis Agreement has an initial term from July 1, 2021 through December 31, 2025 and, unless terminated earlier by either party, automatically renews for successive one-year periods. Under the terms of the Genesis Agreement, Genesis will expand its role in originating, funding, administering and servicing a second look credit program to Sterling customers that are declined under the Sterling Program Agreement.

In March 2021, the Company provided notice to the Investors of its intent not to extend the respective agreements with such Investors beyond the expiration date of June 30, 2021. Effective July 1, 2021 (the “New Program Start Date”), all new prime and non-prime account origination will occur in accordance with the amended and restated Comenity and Genesis agreements as described above.

On June 30, 2021, the Company entered into amended and restated receivable purchase agreements with CarVal and Castlelake regarding the purchase of add-on receivables on such Investors’ existing accounts, as well as the purchase of the Company-owned credit card receivables portfolio for accounts that had been originated through Fiscal 2021 (see Note 12). During the second quarter of Fiscal 2022, Signet received cash proceeds of $57.8 million for the sale of these customer in-house finance receivables to the Investors. These receivables had a net book value of $56.4 million as of the sale date, and thus the Company recognized a gain on sale of $1.4 million in the North America segment within other operating income in the condensed consolidated statements 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 the payment obligation of the remaining 5% of the receivables previously purchased in June 2018.

Accounts receivable, net

The following table presents the components of Signet’s accounts receivable:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Customer in-house finance receivables, net	$	—	$	72.0	$	39.6
Accounts receivable, trade	17.0		11.6		13.2
Accounts receivable, held for sale	2.3		5.1		5.5
Accounts receivable, net	$	19.3	$	88.7	$	58.3

As discussed in Note 11, during Fiscal 2021, the 2018 agreements pertaining to the purchase of non-prime forward flow receivables were terminated and new agreements were executed with the Investors which were effective until June 30, 2021. Those new agreements provide that the Investors continued to purchase add-on non-prime receivables created on existing customer accounts but Signet began retaining all forward flow non-prime receivables created for new customers beginning in the second quarter of Fiscal 2021. As further discussed in Note 11, Signet sold all existing customer in-house finance receivables to CarVal and Castlelake during

the second quarter of Fiscal 2022. As a result of the amended and restated agreements entered into with Comenity, Genesis, and the Investors during the second quarter of Fiscal 2022, Signet will no longer retain any customer in-house finance receivables.

As described above, Signet continues to be the issuer of non-prime credit for add-on purchases on existing accounts. Therefore, the Company holds these non-prime credit receivables on its balance sheet for two business days prior to selling the receivables to the Investors. Receivables originated by the Company but pending transfer to the Investors as of period end were classified as “held for sale” and included in the accounts receivable caption in the condensed consolidated balance sheets. As of October 30, 2021, January 30, 2021, and October 31, 2020, the accounts receivable held for sale were recorded at fair value.

Accounts receivable classified as trade receivables consist primarily of accounts receivable related to the sale of diamonds to third parties from its polishing factory deemed unsuitable for Signet's needs in the Other segment.

Customer in-house finance receivables

As discussed above, the Company began retaining certain customer in-house finance receivables beginning in the second quarter of Fiscal 2021 through the date of the portfolio sale. The allowance for credit losses was 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. The Company accounts 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 includes 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 estimate expected credit losses for financial assets with similar risk characteristics. The Company evaluated multiple risk characteristics of its credit card receivables portfolio and determined that credit quality and account vintage to be the most significant characteristics for estimating expected credit losses. To estimate its allowance for credit losses, the Company segregates its credit card receivables into credit quality categories using the customers’ FICO scores.

The following three industry standard FICO score categories are used:

•620 to 659 (“Near Prime”)

•580 to 619 (“Subprime”)

•Less than 580 (“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 in Fiscal 2021 and ceased maintaining newly originated accounts by the end of Fiscal 2021.

The vintage year was Fiscal 2021 for all customer in-house finance receivables presented below. The following table disaggregates the Company’s customer in-house finance receivables by credit quality:

(in millions)	January 30, 2021		October 31, 2020
Near Prime	$	46.6	$	26.4
Subprime	38.9		21.8
Deep Subprime	12.0		6.0
Total at amortized cost	$	97.5	$	54.2

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.

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

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Balance at beginning of period	$	—	$	7.1	$	25.5	$	—
Provision for credit losses	(0.6)		7.5		(1.0)		14.6
Write-offs	—		—		(5.5)		—
Recoveries	0.6		—		0.6		—
Reversal of allowance on receivables sold	—		—		(19.6)		—
Balance at end of period	$	—	$	14.6	$	—	$	14.6

Beginning in the second quarter of Fiscal 2021, in connection with the new agreements executed with the Investors, additions to the allowance for credit losses are made by recording charges to bad debt expense (credit losses) within selling, general and administrative expenses within the condensed 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 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 written-off, typically at 180 days delinquent, as noted above.

The following table disaggregates the Company’s customer in-house finance receivables by past due status:

(in millions)	January 30, 2021		October 31, 2020
Current	$	81.3	$	47.6
1 - 30 days past due	9.1		4.0
31 - 60 days past due	2.6		1.5
61 - 90 days past due	1.7		0.7
Greater than 90 days past due	2.8		0.4
Total at amortized cost	$	97.5	$	54.2

Interest income related to the Company’s customer in-house finance receivables is included within other operating income, net in the condensed consolidated statements of operations. Accrued interest is included within the same line item as the respective principal amount of the customer in-house finance receivables in the condensed consolidated balance sheets. The accrual of interest is discontinued at the time the receivable is determined to be uncollectible and written-off. The Company recognized $6.5 million of interest income on its customer in-house finance receivables during the 39 weeks ended October 30, 2021. Interest income recognition ceased at the date of the sale of the portfolio as noted above. Interest income was immaterial in the prior year periods.

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Inventories

9 Months Ended

Oct. 30, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories

The following table summarizes the Company’s inventory by classification:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Raw materials	$	72.6	$	45.3	$	84.2
Finished goods	2,075.7		1,987.2		2,089.8
Total inventories	$	2,148.3	$	2,032.5	$	2,174.0

As of October 30, 2021, inventory reserves were $48.5 million ($52.9 million and $42.2 million as of January 30, 2021 and October 31, 2020, respectively).

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Asset impairments, net

9 Months Ended

Oct. 30, 2021

Asset Impairment Charges [Abstract]

Asset impairments, net

Asset impairments, net

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

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Goodwill impairment (1)	$	—	$	—	$	—	$	10.7
Indefinite-lived intangible asset impairment (1)	—		—		—		83.3
Property and equipment impairment	0.3		1.5		1.5		27.2
Operating lease ROU asset impairment, net (2)	0.4		—		0.5		36.9
Total asset impairments, net	$	0.7	$	1.5	$	2.0	$	158.1

(1) Refer to Note 16 for additional information.

(2) The Company recorded $0.8 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets during the 39 weeks ended October 30, 2021. The Company recorded $0.9 million and $3.2 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets during the 13 and 39 weeks ended October 31, 2020, respectively.

Long-lived assets of the Company consist primarily of property and equipment, definite-lived intangible assets and operating lease right-of-use (“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 or other asset groups. 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 asset group, based on the Company’s internal business plans. If the undiscounted cash flow for the 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 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.

Fiscal 2021

Due to the various impacts of COVID-19 to the Company’s business during the 13 weeks ended May 2, 2020, including the temporary closure of all the Company’s stores beginning in late March 2020, 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 of Fiscal 2021. This impacted property, plant 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 recoverability test, a fair value assessment for these long-lived assets was performed, and as a result of the estimated fair values, the Company recorded an impairment charge for property, plant and equipment of $13.8 million and ROU assets of $28.5 million, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets of $1.0 million.

During the 13 weeks ended August 1, 2020, the Company completed its quarterly trigger event assessment and determined that a triggering event 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 flows for the remaining lease period for certain stores. These events required an interim impairment assessment during the second quarter of Fiscal 2021 for the identified store assets. This impacted both property, plant 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 recoverability test, a fair value assessment for these long-lived assets was performed, and as a result of the estimated fair values, the Company recorded impairment charges for property, plant and equipment of $11.9 million and ROU assets of $8.4 million, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets of $1.3 million.

During the 13 weeks ended October 31, 2020, the Company completed its quarterly trigger event assessment and determined that a triggering event 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 flows for the remaining lease period for certain stores. These events required an interim impairment assessment during the third quarter of Fiscal 2021 for the identified store assets. 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 recoverability test, a fair value assessment for these long-lived assets was performed, and as a result of the estimated fair values,

the Company recorded impairment charges for property and equipment of $1.5 million and ROU assets of $0.0 million, which is net of $0.9 million gains on terminations or modifications of leases resulting from previously recorded impairments of the right of use assets for the 13 weeks ended October 31, 2020.

Fiscal 2022

During Fiscal 2022, the Company completed its quarterly triggering event assessments and determined that triggering events had occurred for certain long-lived asset groups at individual stores based on real estate assessments (including store closure decisions) and store performance for the remaining lease period for certain 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 estimated fair values, during the 13 weeks ended October 30, 2021, the Company recorded impairment charges for property and equipment of $0.3 million and ROU assets of $0.4 million. During the 39 weeks ended October 30, 2021 the Company recorded impairment charges for property and equipment of $1.5 million and ROU assets of $0.5 million, which is net of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets of $0.8 million.

The uncertainty of the COVID-19 impact to the Company’s business could continue to further negatively affect the operating performance and cash flows of the above identified stores or additional stores, including the magnitude and potential resurgence of COVID-19 (including variants), occupancy restrictions in the Company’s stores, the inability to achieve or maintain cost savings initiatives included in the business plans, changes in real estate strategy or 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 store-level assets in future periods.

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Leases

9 Months Ended

Oct. 30, 2021

Leases [Abstract]

Leases

Leases

The Company deferred substantially all of its rent payments due in the months of April 2020 and May 2020. As of October 30, 2021, the Company had approximately $28 million of deferred rent payments remaining primarily in the UK. This remaining deferred rent is expected to be substantially repaid by the first half of Fiscal 2023. 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 such interest or penalties 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 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 would be recorded as a negative variable lease cost. The Company 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 recorded lease expense during the deferral periods in accordance with its existing policies.

Total lease costs consist of the following:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Operating lease cost	$	107.0	$	108.9	$	322.0	$	325.8
Short-term lease cost	1.8		2.1		8.2		12.8
Variable lease cost	26.0		27.8		87.5		79.7
Sublease income	(0.5)		(0.5)		(1.7)		(1.3)
Total lease cost	$	134.3	$	138.3	$	416.0	$	417.0

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Goodwill and intangibles

9 Months Ended

Oct. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and intangibles

Goodwill and intangiblesGoodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually. Additionally, if events or conditions 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 asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other 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.

Fiscal 2021

Due to various impacts of COVID-19 to the Company’s business during the 13 weeks ended May 2, 2020, 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 part of the assessment, it was determined that an increase in the discount rates was 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 aspects 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, during the first quarter of Fiscal 2021 the Company recognized pre-tax impairment charges related to goodwill of $10.7 million in the condensed consolidated statements of operations within its North America segment related to R2Net and Zales Canada goodwill.

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 impairments, net on the condensed consolidated statements of operations of $83.3 million within its North America segment.

During the second quarter of Fiscal 2021, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names identified in the Zale acquisition, and through this 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. Additionally, the Company completed its quarterly trigger event assessment and determined that no triggering event had occurred during the second quarter of Fiscal 2021 requiring interim impairment assessments for its remaining reporting units with goodwill and indefinite-lived intangible assets.

Based on management’s trigger event assessment during the 13 weeks ended October 31, 2020, 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 exceed their fair values.

Fiscal 2022

During the 13 weeks ended May 1, 2021, 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 exceed their fair values.

In connection with the acquisition of Rocksbox on March 29, 2021, the Company recognized $11.6 million of definite-lived intangible assets and $7.0 million of goodwill, which are reported in the North America segment. The weighted-average amortization period of the definite-lived intangibles assets acquired is eight years.

In the second quarter of Fiscal 2022, the annual testing date of R2Net was changed from the last day of the fiscal year to the last day of the fourth period of each fiscal year. R2Net represents a reporting unit within the Company’s North America reportable segment. The new impairment testing date is preferable, as this date corresponds with the testing date for all other North America reporting units. This will allow information and assumptions to be applied consistently to all reporting units.

During the 13 weeks ended July 31, 2021, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and indefinite-lived trade names identified in the Zale, R2Net and Rocksbox acquisitions, and 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. Additionally, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the second quarter of Fiscal 2022 requiring interim impairment assessment for all reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended October 30, 2021, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the third quarter of Fiscal 2022 requiring interim impairment assessment for all reporting units with goodwill and indefinite-lived intangible assets.

Goodwill

The following table summarizes the Company’s goodwill by reportable segment:

(in millions)	North America
Balance at January 30, 2021 (1)	$	238.0
Acquisitions	7.0
Balance at October 30, 2021 (1)	$	245.0

(1)    The carrying amount of goodwill is presented net of accumulated impairment losses of $576.0 million as of October 30, 2021 and January 30, 2021.

Intangibles

Definite-lived intangible assets include trade names, technology and customer relationship assets. Indefinite-lived intangible assets consist of trade names. Both definite and indefinite-lived assets are recorded within intangible assets, net, on the condensed consolidated balance sheets. Intangible liabilities, net, consists of unfavorable contracts and is recorded within accrued expenses and other current liabilities and other liabilities on the condensed consolidated balance sheets.

The following table provides additional detail regarding the composition of intangible assets and liabilities:

	October 30, 2021						January 30, 2021						October 31, 2020
(in millions)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets, net:
Definite-lived intangible assets	$	15.8	$	(4.6)	$	11.2	$	5.6	$	(4.2)	$	1.4	$	5.6	$	(4.0)	$	1.6
Indefinite-lived intangible assets (1)	178.0		—		178.0		177.6		—		177.6		177.2		—		177.2
Total intangible assets, net	$	193.8	$	(4.6)	$	189.2	$	183.2	$	(4.2)	$	179.0	$	182.8	$	(4.0)	$	178.8
Intangible liabilities, net	$	(38.0)	$	30.5	$	(7.5)	$	(38.0)	$	27.5	$	(10.5)	$	(38.0)	$	26.2	$	(11.8)

(1) The change in the indefinite-lived intangible asset balances during the periods presented was due to the impact of foreign currency translation.

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Derivatives

9 Months Ended

Oct. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

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 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. Signet does not enter into derivative transactions for speculative purposes.

Market risk

Signet generates revenues and incurs expenses in US dollars, Canadian dollars and British pounds. As a portion of the International segment purchases and purchases made by the Canadian operations of the North America segment are denominated in US dollars, Signet enters into forward foreign currency exchange 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 condensed consolidated statements of operations on non-US dollar denominated items through managing cash levels, non-US dollar denominated intra-entity balances and foreign currency 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. In particular, 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).

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. Cash generated from operations and external financing are the main sources of funding, which supplement Signet’s resources in meeting liquidity requirements.

The primary external sources of funding are an asset-based credit facility and senior unsecured notes as described in Note 19.

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.

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 October 30, 2021, 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 October 30, 2021 was $19.4 million (January 30, 2021 and October 31, 2020: $12.5 million and $13.5 million, respectively). These contracts have been designated as cash flow hedges and will be settled over the next 12 months (January 30, 2021 and October 31, 2020: 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 October 30, 2021 was $96.0 million (January 30, 2021 and October 31, 2020: $107.6 million and $51.3 million, respectively).

Commodity forward purchase contracts 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 materials. 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 remained designated as the hedged inventory purchases from these contracts were 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. Trading for these contracts resumed during the third quarter of Fiscal 2021. Trading for these contracts was suspended during Fiscal 2022 due to the current commodity price environment and there was no material notional amount of these commodity derivative contracts outstanding as of October 30, 2021 and January 30, 2021 (October 31, 2020; 11,000 ounces).

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 October 30, 2021, 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 condensed consolidated balance sheets:

	Fair value of derivative assets
(in millions)	Balance sheet location	October 30, 2021		January 30, 2021		October 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets	$	0.1	$	—	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	—		0.1		—
Total derivative assets		$	0.1	$	0.1	$	—

	Fair value of derivative liabilities
(in millions)	Balance sheet location	October 30, 2021		January 30, 2021		October 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current liabilities	$	—	$	(0.3)	$	—
Commodity contracts	Other current liabilities	—		(0.1)		—
		—		(0.4)		—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current liabilities	(0.5)		—		(0.5)
Total derivative liabilities		$	(0.5)	$	(0.4)	$	(0.5)

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)	October 30, 2021		January 30, 2021		October 31, 2020
Foreign currency contracts	$	(0.1)	$	(0.7)	$	—
Commodity contracts	(0.2)		(0.4)		3.5
Gains (losses) recorded in AOCI	$	(0.3)	$	(1.1)	$	3.5

The following tables summarize the effect of derivative instruments designated as cash flow hedges on OCI and the condensed consolidated statements of operations:

Foreign currency contracts

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gains (losses) recorded in AOCI, beginning of period		$	(0.6)	$	—	$	(0.7)	$	(1.0)
Current period gains (losses) recognized in OCI		0.4		—		0.2		1.6
Losses (gains) reclassified from AOCI to net income	Cost of sales (1)	0.1		—		0.4		—
Gains from de-designated hedges reclassified from AOCI to net income	Other operating income, net (1)	—		—		—		(0.6)
Gains (losses) recorded in AOCI, end of period		$	(0.1)	$	—	$	(0.1)	$	—

Commodity contracts

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gains (losses) recorded in AOCI, beginning of period		$	(0.2)	$	5.3	$	(0.4)	$	17.7
Current period gains (losses) recognized in OCI		—		—		—		(1.4)
Losses (gains) reclassified from AOCI to net income	Cost of sales (1)	—		(1.8)		0.2		(3.5)
Gains from de-designated hedges reclassified from AOCI to net income	Other operating income, net (1)	—		—		—		(9.3)
Gains (losses) recorded in AOCI, end of period		$	(0.2)	$	3.5	$	(0.2)	$	3.5

(1)    Refer to the condensed consolidated statements of operations for total amounts of each financial statement caption impacted by cash flow hedges.

There was no material ineffectiveness related to the Company’s derivative instruments designated in cash flow hedging relationships for the 39 weeks ended October 30, 2021 and October 31, 2020 other than the items disclosed above during the 13 weeks ended May 2, 2020. As of October 30, 2021, based on current valuations, the Company expects approximately $0.3 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 condensed consolidated statements of operations:

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Foreign currency contracts	Other operating income, net	$	(1.3)	$	(1.1)	$	(0.4)	$	(2.1)

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Fair value measurement

9 Months Ended

Oct. 30, 2021

Fair Value Disclosures [Abstract]

Fair value measurement

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 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:

	October 30, 2021						January 30, 2021						October 31, 2020
(in millions)	Carrying Value		Level 1		Level 2		Carrying Value		Level 1		Level 2		Carrying Value		Level 1		Level 2
Assets:
US Treasury securities	$	5.1	$	5.1	$	—	$	5.7	$	5.7	$	—	$	6.3	$	6.3	$	—
Foreign currency contracts	0.1		—		0.1		0.1		—		0.1		—		—		—
US government agency securities	2.0		—		2.0		3.2		—		3.2		3.7		—		3.7
Corporate bonds and notes	5.9		—		5.9		6.5		—		6.5		7.3		—		7.3
Total assets	$	13.1	$	5.1	$	8.0	$	15.5	$	5.7	$	9.8	$	17.3	$	6.3	$	11.0
Liabilities:
Foreign currency contracts	$	(0.5)	$	—	$	(0.5)	$	(0.3)	$	—	$	(0.3)	$	(0.5)	$	—	$	(0.5)
Commodity contracts	—		—		—		(0.1)		—		(0.1)		—		—		—
Total liabilities	$	(0.5)	$	—	$	(0.5)	$	(0.4)	$	—	$	(0.4)	$	(0.5)	$	—	$	(0.5)

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 measurements in the fair value hierarchy. The fair value of derivative financial instruments has been determined based on market value equivalents at the balance sheet date, 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 17 for additional information related to the Company’s derivatives.

During 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 received the full deferred payment of $23.5 million during the second quarter of Fiscal 2022, as further described in Note 11.

During the 13 weeks ended May 2, 2020, the Company performed an interim impairment test for goodwill and indefinite-lived intangible 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. In addition, for long-lived assets, the Company performed an impairment test for certain store level assets during Fiscal 2021 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 14 and Note 16 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 values of long-term debt instruments, excluding revolving credit facilities, were determined using quoted market prices in inactive markets 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 19) approximates fair value based on the nature of the instrument and variable interest rate, which are primarily Level 2 inputs. The following table provides a summary of the carrying amount and fair value of outstanding debt:

	October 30, 2021				January 30, 2021				October 31, 2020
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt:
Senior notes (Level 2)	$	147.0	$	151.2	$	146.7	$	145.1	$	146.7	$	130.8
Term loans (Level 2)	—		—		—		—		99.5		100.0
Total	$	147.0	$	151.2	$	146.7	$	145.1	$	246.2	$	230.8

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Loans, overdrafts and long-term debt

9 Months Ended

Oct. 30, 2021

Debt Disclosure [Abstract]

Loans, overdrafts and long-term debt

Loans, overdrafts and long-term debt

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Debt:
Senior unsecured notes due 2024, net of unamortized discount	$	147.6	$	147.6	$	147.6
ABL revolving facility	—		—		790.0
FILO term loan facility	—		—		100.0
Other loans and bank overdrafts	0.3		—		3.6
Gross debt	$	147.9	$	147.6	$	1,041.2
Less: Current portion of loans and overdrafts	(0.3)		—		(3.6)
Less: Unamortized debt issuance costs	(0.6)		(0.9)		(1.4)
Total long-term debt	$	147.0	$	146.7	$	1,036.2

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 2024 (the “Senior Notes”). The Senior Notes were issued under an effective registration statement previously filed with the SEC. 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”).

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 most 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 represented a purchase price of $950.00 per $1,000.00 in principal amount of the Senior Notes validly tendered.

Unamortized debt issuance costs relating to the Senior Notes as of October 30, 2021 was $0.6 million (January 30, 2021 and October 31, 2020: $0.9 million and $0.9 million, respectively). The unamortized debt issuance costs are recorded as a direct deduction from the outstanding liability within the condensed consolidated balance sheets. Amortization relating to debt issuance costs of $0.1 million and $0.3 million was recorded as interest expense in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 30, 2021, respectively ($0.1 million and $0.2 million for the 13 and 39 weeks ended October 31, 2020, 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 (as amended to the date hereto, 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 to that certain Credit Agreement.

On July 28, 2021, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) to amend the ABL Facility. The Second Amendment extends the maturity of the ABL Facility from September 27, 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 bear interest at the Company’s option at either eurocurrency 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. The Company had stand-by letters of credit outstanding of $18.8 million on the ABL Revolving Facility as of October 30, 2021. The Company had available borrowing capacity of $1.2 billion on the ABL Revolving Facility as of October 30, 2021.

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.

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 October 30, 2021, the threshold related to the fixed coverage ratio was approximately $126 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.

Debt issuance costs relating to the ABL Revolving Facility totaled $12.6 million. The remaining unamortized debt issuance costs are recorded within other assets in the condensed consolidated balance sheets. Amortization relating to the debt issuance costs of $0.5 million and $1.6 million was recorded as interest expense in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 30, 2021, respectively ($0.4 million and $1.3 million for the 13 and 39 weeks ended October 31, 2020, respectively). Unamortized debt issuance costs related to the ABL Revolving Facility totaled $8.7 million as of October 30, 2021 (January 30, 2021 and October 31, 2020: $6.4 million and $6.8 million, respectively).

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Warranty reserve

9 Months Ended

Oct. 30, 2021

Other Liabilities Disclosure [Abstract]

Warranty reserve

Warranty reserve

Specific merchandise sold by banners within the North America segment includes a product lifetime diamond or colored gemstone 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. The warranty reserve for diamond and gemstone guarantee, included in accrued expenses and other current liabilities and other non-current liabilities, is as follows:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Warranty reserve, beginning of period	$	34.7	$	37.3	$	37.3	$	36.3
Warranty expense	2.6		1.5		4.8		5.5
Utilized (1)	(2.6)		(2.2)		(7.4)		(5.2)
Warranty reserve, end of period	$	34.7	$	36.6	$	34.7	$	36.6

(1)     Includes impact of foreign exchange translation.

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Disclosed as:
Current liabilities	$	9.9	$	10.7	$	10.6
Non-current liabilities	24.8		26.6		26.0
Total warranty reserve	$	34.7	$	37.3	$	36.6

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Share-based compensation	9 Months Ended
	Oct. 30, 2021
Share-based Payment Arrangement [Abstract]
Share-based compensation	Share-based compensationSignet recorded share-based compensation expense of $10.9 million and $36.4 million for the 13 and 39 weeks ended October 30, 2021, respectively related to the Omnibus Plan and Share Saving Plans ($3.3 million and $9.6 million for the 13 and 39 weeks ended October 31, 2020, respectively).

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Commitments and contingencies

9 Months Ended

Oct. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments and contingencies

Legal proceedings

Employment practices

In March 2008, a group of private plaintiffs (the “Claimants”) filed a class and collective 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. In 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 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 US 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 US 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 US 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 believed to be approximately 9,124. On July 24, 2017, the US 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. 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, but did not set a new trial date. 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 US 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 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 US 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 US 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 US 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. Subsequently, the arbitrator retired and the parties selected a new arbitrator to oversee the proceedings moving forward. On October 8, 2021, the newly selected arbitrator issued an amended case management plan and scheduled the arbitration hearing to begin on September 5, 2022. At a hearing on November 30, 2021, the arbitrator denied Sterling’s motions to decertify the EPA collective action and the Title VII class promotion claims, and also denied Sterling’s motions for partial summary judgment.

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 estimated.

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 US 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 US 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 was extended through November 4, 2021. On October 11, 2021, SJI and the EEOC agreed to a tolling stipulation, which was submitted on October 22, 2021 and entered by the US District Court for the Western District of New York on November 4, 2021, which extended certain deadlines of the Consent Decree until December 4, 2021. SJI and the EEOC are discussing the possibility of an additional extension of the tolling stipulation.

Shareholder actions

In August 2016, two alleged Company shareholders each filed a putative class action complaint in the US District Court for the Southern District of New York against the Company and 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 US 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 into a settlement agreement in the Consolidated Action. The settlement of $240 million provides for the dismissal of the Consolidated Action 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. As a result of the settlement, the Company recorded a charge of $33.2 million during the fourth quarter of Fiscal 2020 in other operating income, net, which includes administration costs of $0.6 million and was recorded net of expected recoveries from the Company’s insurance carriers of $207.4 million. 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, four actions were filed in the US 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 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 million, net of expected insurance recovery, during Fiscal 2021 in anticipation of those four 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 agreement was paid in August 2020.

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Retirement plans

9 Months Ended

Oct. 30, 2021

Retirement Benefits [Abstract]

Retirement plans

Retirement plans

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 will be held by the Trustee as an asset of the 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 approximately 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”).

Under the terms of the Agreement, SGL is expected to contribute up to £16.85 million (approximately $23.4 million) (the “Total Expected Contribution”) to the Pension Scheme to enable the Trustee to pay for any and all costs incurred by the Trustee as part of the Transactions, including an initial contribution of £7 million (approximately $9.7 million) (the “Initial Installment”) to enable the Trustee to enter into the BPA with Rothesay. Subsequent installments of the Total Expected Contribution shall be reviewed and agreed by SGL and the Trustee at such times as the Trustee reasonably requires additional monies to be contributed to the Pension Scheme in furtherance of the Transactions. The Initial Installment was paid on August 4, 2021, and the Trustee transferred substantially all Plan assets into the BPA on August 9, 2021.

From 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.

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 terms of the BPA which resulted in a pre-tax actuarial loss of £53.3 million (approximately $72.9 million) recorded within the condensed consolidated statements of comprehensive income (loss). Additionally, as a result of the remeasurement, the Pension Scheme is in a net liability position of £6.2 million (approximately $8.5 million) as of October 30, 2021 which is included in other non-current liabilities in the condensed consolidated balance sheet. After remeasurement, the net periodic pension cost for Fiscal 2022 is expected to be £1.9 million (approximately $2.6 million), primarily related to amortization of actuarial losses from AOCI into net periodic pension cost of £1.7 million (approximately $2.3 million).

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Organization and principal accounting policies (Policies)

9 Months Ended

Oct. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of preparation

Basis of preparation

The condensed consolidated financial statements of Signet are prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles (“US GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in Signet’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 filed with the SEC on March 19, 2021.

Use of estimates

Use of estimates

The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, 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 condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. 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 and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, derivatives, employee benefits, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets.

Fiscal year

Fiscal year

The Company’s fiscal year ends on the Saturday nearest to January 31st. Fiscal 2022 and Fiscal 2021 refer to the 52 week periods ending January 29, 2022 and ended January 30, 2021, respectively. Within these condensed consolidated financial statements, the third quarter of the relevant fiscal years 2022 and 2021 refer to the 13 weeks ended October 30, 2021 and October 31, 2020, respectively.

Foreign currency translation

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 segment and Canada as part of the North America segment, are consolidated using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange on the balance sheet date, 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 condensed 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 in other operating income, net within the condensed consolidated statements of operations.

New accounting pronouncements

New accounting pronouncements recently adopted

There were no new accounting pronouncements adopted during Fiscal 2022 that have a material impact on the Company’s financial position or results of operations.

New accounting pronouncements issued but not yet adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that an acquirer recognize and measure customer contract assets and liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts, rather than under Topic 805. Under prior guidance with Topic 805, a liability for deferred revenue was generally recognized in an acquirer’s financial statements as if it represented a legal obligation. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

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Revenue recognition (Tables)

9 Months Ended

Oct. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables provide the Company’s revenue, disaggregated by banner, major product and channel, for the 13 and 39 weeks ended October 30, 2021 and October 31, 2020:

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by banner:
Kay	$	573.4	$	—	$	—	$	573.4	$	490.5	$	—	$	—	$	490.5
Zales	291.9		—		—		291.9		251.4		—		—		251.4
Jared	277.1		—		—		277.1		232.7		—		—		232.7
Piercing Pagoda	111.4		—		—		111.4		93.7		—		—		93.7
James Allen	90.4		—		—		90.4		76.6		—		—		76.6
Peoples	45.9		—		—		45.9		37.8		—		—		37.8
International segment banners	—		120.9		—		120.9				106.9		—		106.9
Other (1)	4.1		—		22.7		26.8		—		—		10.7		10.7
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by banner:
Kay	$	1,923.8	$	—	$	—	$	1,923.8	$	1,149.0	$	—	$	—	$	1,149.0
Zales	1,030.0		—		—		1,030.0		618.8		—		—		618.8
Jared	873.1		—		—		873.1		546.6		—		—		546.6
Piercing Pagoda	399.0		—		—		399.0		204.4		—		—		204.4
James Allen	300.7		—		—		300.7		184.7		—		—		184.7
Peoples	121.9		—		—		121.9		83.3		—		—		83.3
International segment banners	—		309.0		—		309.0		—		232.8		—		232.8
Other (1)	9.4		—		47.8		57.2				—		20.8		20.8
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

(1) Includes sales from Signet’s diamond sourcing initiative and Rocksbox.

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by product:
Bridal	$	640.9	$	57.3	$	—	$	698.2	$	564.5	$	48.0	$	—	$	612.5
Fashion	524.6		23.3		—		547.9		400.7		19.5		—		420.2
Watches	48.7		44.0		—		92.7		33.6		33.4		—		67.0
Other (1)	180.0		(3.7)		22.7		199.0		183.9		6.0		10.7		200.6
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by product:
Bridal	$	2,064.5	$	146.8	$	—	$	2,211.3	$	1,295.7	$	104.9	$	—	$	1,400.6
Fashion	1,866.7		53.7		—		1,920.4		993.1		44.8		—		1,037.9
Watches	154.2		102.2		—		256.4		81.9		73.3		—		155.2
Other (1)	572.5		6.3		47.8		626.6		416.1		9.8		20.8		446.7
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

(1)     Other product sales primarily includes gift, beads and other miscellaneous jewelry sales, repairs, subscriptions, service plan and other miscellaneous non-jewelry sales.

	13 weeks ended October 30, 2021								13 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by channel:
Store	$	1,142.6	$	99.4	$	—	$	1,242.0	$	963.7	$	87.1	$	—	$	1,050.8
E-commerce	251.6		21.5		—		273.1		219.0		19.8		—		238.8
Other	—		—		22.7		22.7		—		—		10.7		10.7
Total sales	$	1,394.2	$	120.9	$	22.7	$	1,537.8	$	1,182.7	$	106.9	$	10.7	$	1,300.3
	39 weeks ended October 30, 2021								39 weeks ended October 31, 2020
(in millions)	North America		International		Other		Consolidated		North America		International		Other		Consolidated
Sales by channel:
Store	$	3,775.5	$	235.8	$	—	$	4,011.3	$	2,170.2	$	175.8	$	—	$	2,346.0
E-commerce	882.4		73.2		—		955.6		616.6		57.0		—		673.6
Other	—		—		47.8		47.8		—		—		20.8		20.8
Total sales	$	4,657.9	$	309.0	$	47.8	$	5,014.7	$	2,786.8	$	232.8	$	20.8	$	3,040.4

Other Assets

Unamortized deferred selling costs as of October 30, 2021, January 30, 2021 and October 31, 2020 were as follows:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Other current assets	$	25.2	$	26.2	$	24.0
Other assets	87.2		85.1		81.7
Total deferred selling costs	$	112.4	$	111.3	$	105.7

Deferred Revenue

Deferred revenue consists of the following:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
ESP deferred revenue	$	1,066.3	$	1,028.9	$	983.2
Other deferred revenue (1)	53.9		43.1		39.6
Total deferred revenue	$	1,120.2	$	1,072.0	$	1,022.8
Disclosed as:
Current liabilities	$	307.0	$	288.7	$	258.5
Non-current liabilities	813.2		783.3		764.3
Total deferred revenue	$	1,120.2	$	1,072.0	$	1,022.8

(1) Other deferred revenue includes primarily revenue collected from customers for custom orders and eCommerce orders, for which control has not yet transferred to the customer.

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
ESP deferred revenue, beginning of period	$	1,063.8	$	990.5	$	1,028.9	$	960.0
Plans sold (1)	103.2		83.8		345.9		193.2
Revenue recognized (2)	(100.7)		(91.1)		(308.5)		(170.0)
ESP deferred revenue, end of period	$	1,066.3	$	983.2	$	1,066.3	$	983.2

(1)    Includes impact of foreign exchange translation.

(2)    The Company recognized sales of $56.4 million and $192.8 million during the 13 and 39 weeks ended October 30, 2021, respectively, and $61.6 million and $115.8 million during the 13 and 39 weeks ended October 31, 2020, respectively, related to deferred revenue that existed at the beginning of the period in respect to ESP. In Fiscal 2021, no ESP revenue was recognized beginning on March 23, 2020 due to the temporary closure of the Company’s stores and service centers as a result of COVID-19. As the Company began reopening stores and service centers during the second quarter of Fiscal 2021, the Company resumed recognizing service revenue as it fulfilled its performance obligations under the ESP.

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Segment information (Tables)

9 Months Ended

Oct. 30, 2021

Segment Reporting [Abstract]

Segment reporting information, by segment

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Sales:
North America segment	$	1,394.2	$	1,182.7	$	4,657.9	$	2,786.8
International segment	120.9		106.9		309.0		232.8
Other segment	22.7		10.7		47.8		20.8
Total sales	$	1,537.8	$	1,300.3	$	5,014.7	$	3,040.4
Operating income (loss):
North America segment (1)	$	123.8	$	52.9	$	573.1	$	(238.3)
International segment (2)	0.2		1.6		(4.0)		(52.6)
Other segment (3)	(0.4)		1.3		(1.4)		0.8
Corporate and unallocated expenses (4)	(16.7)		(16.1)		(66.7)		(59.5)
Total operating income (loss)	106.9		39.7		501.0		(349.6)
Interest expense, net	(4.1)		(9.1)		(12.4)		(25.6)
Other non-operating expense, net	(1.1)		—		(0.9)		0.3
Income (loss) before income taxes	$	101.7	$	30.6	$	487.7	$	(374.9)

(1)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $2.6 million of acquisition-related expenses in connection with the Diamonds Direct acquisition; and $0.7 million and $2.0 million, respectively, of net asset impairments. Operating income (loss) during the 39 weeks ended October 30, 2021 includes: $1.1 million of transaction-related expenses in connection with the Rocksbox acquisition; $1.4 million of gains associated with the sale of customer in-house finance receivables; and $(1.0) million to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 1, Note 5, Note 11 and Note 14 for additional information.

Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes: a $2.2 million and $1.6 million charge, respectively, related to inventory charges recorded in conjunction with the Company’s restructuring activities; charges of $0.7 million and $37.3 million, respectively, primarily related to severance, professional fees and store closure costs recorded in conjunction with the Company’s restructuring activities; and asset impairment charges of $1.5 million and $136.9 million, respectively. See Note 5, Note 14 and Note 16 for additional information.

(2)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes charges of $3.0 million and $7.6 million, respectively, related to severance and store closure costs recorded in conjunction with the Company’s restructuring activities, and asset impairment charges of $21.2 million during the 39 weeks ended October 31, 2020. See Note 5, Note 14 and Note 16 for additional information.

(3)    Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a $0.2 million benefit recognized due to a change in inventory reserves previously recognized as part of the Company’s restructuring activities. See Note 5 for additional information.

(4)    Operating income (loss) during the 13 and 39 weeks ended October 30, 2021 includes $(1.7) million and $(2.3) million, respectively, to restructuring expense, primarily related to adjustments to previously recognized restructuring liabilities. See Note 5 for additional information.

Operating income (loss) during the 39 weeks ended October 31, 2020 includes a net charge of $7.5 million related to the settlement of previously disclosed shareholder litigation matters, inclusive of expected insurance proceeds. Operating income (loss) during the 13 and 39 weeks ended October 31, 2020 includes a credit of $0.1 million and net charge of $0.3 million, respectively, primarily related to severance and professional services recorded in conjunction with the Company’s restructuring activities. See Note 5 and Note 21 for additional information.

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Restructuring plans (Tables)

9 Months Ended

Oct. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

Restructuring charges and other Plan-related costs are classified in the condensed consolidated statements of operations as follows:

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Inventory charges	Restructuring charges - cost of sales	$	—	$	2.0	$	—	$	1.4
Other Plan related expenses	Restructuring charges	(1.7)		3.6		(3.3)		45.2
Total Signet Path to Brilliance Plan expenses		$	(1.7)	$	5.6	$	(3.3)	$	46.6

The composition of the restructuring charges the Company incurred during the 13 and 39 weeks ended October 30, 2021, as well as the cumulative amount incurred under the Plan through October 30, 2021, were as follows:

	13 weeks ended		39 weeks ended		Cumulative amount
(in millions)	October 30, 2021		October 30, 2021		October 30, 2021
Inventory charges	$	—	$	—	$	72.8
Termination benefits	—		(1.1)		48.8
Store closure and other costs	(1.7)		(2.2)		127.7
Total Signet Path to Brilliance Plan expenses	$	(1.7)	$	(3.3)	$	249.3

Schedule of Plan Liabilities

The following table summarizes the activity related to the Plan liabilities for Fiscal 2022:

(in millions)	Termination benefits		Store closure and other costs		Consolidated
Balance at January 30, 2021	$	2.1	$	8.1	$	10.2
Payments and other adjustments	(0.9)		(1.7)		(2.6)
Charged (credited) to expense	(1.1)		(2.2)		(3.3)
Balance at October 30, 2021	$	0.1	$	4.2	$	4.3

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Redeemable preferred shares (Tables)

9 Months Ended

Oct. 30, 2021

Temporary Equity [Abstract]

Redeemable Preferred Shares

(in millions, except conversion rate and conversion price)	October 30, 2021		January 30, 2021		October 31, 2020
Conversion rate	12.2297		12.2297		12.2297
Conversion price	$	81.7682	$	81.7682	$	81.7682
Potential impact of preferred shares if-converted to common shares	8.0		7.9		7.8
Liquidation preference (1)	$	665.0	$	656.8	$	648.7

(1) Includes the stated value of the Preferred Shares plus any declared but unpaid dividends

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Shareholders' equity (Tables)

9 Months Ended

Oct. 30, 2021

Equity [Abstract]

Schedule of Dividends

Dividends declared on the common shares during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

	Fiscal 2022				Fiscal 2021
(in millions, except per share amounts)	Dividends per share		Total dividends		Dividends per share		Total dividends
First quarter	$	—	$	—	$	—	$	—
Second quarter	0.18		9.5		—		—
Third quarter (1)	0.18		9.5		—		—
Total	$	0.36	$	19.0	$	—	$	—

(1) Signet’s dividend policy for common shares results in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of October 30, 2021, $9.5 million was recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheet reflecting the cash dividends on common shares declared for the third quarter of Fiscal 2022.

Dividends declared on the Preferred Shares during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

	Fiscal 2022				Fiscal 2021
(in millions, except per share amounts)	Dividends per share		Total dividends		Dividends per share		Total dividends
First quarter	$	13.14	$	8.2	$	12.50	$	7.8
Second quarter	13.14		8.2		12.66		7.9
Third quarter (1)	13.14		8.2		12.81		8.0
Total	$	39.42	$	24.6	$	37.97	$	23.7

(1)    Signet’s Preferred Shares dividends result in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of October 30, 2021, January 30, 2021, and October 31, 2020, $8.2 million, $8.1 million, and $8.0 million, respectively, has been recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the dividends on the Preferred Shares declared for the third quarter of Fiscal 2022, fourth quarter of Fiscal 2021, and third quarter of Fiscal 2021, respectively.

Class of Treasury Stock

Common shares repurchased during the 39 weeks ended October 30, 2021 and October 31, 2020 were as follows:

			39 weeks ended October 30, 2021					39 weeks ended October 31, 2020
(in millions, except per share amounts	Amount authorized		Shares repurchased	Amount repurchased (1)		Average repurchase price per share (1)		Shares repurchased	Amount repurchased		Average repurchase price per share
2017 Program	$	659.4	0.5	$	41.1	$	88.04	—	$	—	N/A

(1)    Includes amounts paid for commissions.

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Earnings (loss) per common share (EPS) (Tables)

9 Months Ended

Oct. 30, 2021

Earnings Per Share [Abstract]

Schedule of earnings per share, basic

The computation of basic EPS is outlined in the table below:

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Numerator:
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Denominator:
Weighted average common shares outstanding	52.9		52.1		52.6		51.9
EPS – basic	$	1.59	$	0.02	$	8.17	$	(5.67)

Schedule of earnings per share, diluted

The computation of diluted EPS is outlined in the table below:

	13 weeks ended				39 weeks ended
(in millions, except per share amounts)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Numerator:
Net income (loss) attributable to common shareholders	$	83.9	$	0.9	$	429.7	$	(294.4)
Add: Dividends on Preferred Shares	8.7		—		25.9		—
Numerator for diluted EPS	$	92.6	$	0.9	$	455.6	$	(294.4)
Denominator:
Basic weighted average common shares outstanding	52.9		52.1		52.6		51.9
Plus: Dilutive effect of share awards	2.8		1.3		2.1		—
Plus: Dilutive effect of Preferred Shares	8.0		—		8.0		—
Diluted weighted average common shares outstanding	63.7		53.4		62.7		51.9
EPS – diluted	$	1.45	$	0.02	$	7.27	$	(5.67)

Schedule of antidilutive securities excluded from computation of earnings per share

The calculation of diluted EPS excludes the following items for each respective period on the basis that their effect would be anti-dilutive:

	13 weeks ended		39 weeks ended
(in millions)	October 30, 2021	October 31, 2020	October 30, 2021	October 31, 2020
Share awards	—	0.7	—	1.6
Potential impact of Preferred Shares	—	7.8	—	7.7
Total anti-dilutive shares	—	8.5	—	9.3

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Accumulated other comprehensive income (loss) (Tables)

9 Months Ended

Oct. 30, 2021

Equity [Abstract]

Schedule of 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
(in millions)	Foreign currency translation		Gains (losses) on available-for-sale securities, net		Gains (losses) on cash flow hedges		Actuarial losses		Prior service costs		Accumulated other comprehensive loss
Balance at January 30, 2021	$	(238.9)	$	0.5	$	(0.9)	$	(47.2)	$	(4.0)	$	(290.5)
Other comprehensive income (loss) (“OCI”) before reclassifications	3.1		(0.2)		0.2		(58.9)		—		(55.8)
Amounts reclassified from AOCI to net income	—		—		0.5		1.1		0.1		1.7
Net current period OCI	3.1		(0.2)		0.7		(57.8)		0.1		(54.1)
Balance at October 30, 2021	$	(235.8)	$	0.3	$	(0.2)	$	(105.0)	$	(3.9)	$	(344.6)

Reclassification out of Accumulated Other Comprehensive Income

The amounts reclassified from AOCI to earnings were as follows:

	Amounts reclassified from AOCI
	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020		Statement of operations caption
Losses (gains) on cash flow hedges:
Foreign currency contracts	$	0.1	$	—	$	0.4	$	—	Cost of sales (see Note 17)
Commodity contracts	—		(1.8)		0.2		(3.5)		Cost of sales (see Note 17)
Total before income tax	0.1		(1.8)		0.6		(3.5)
Losses (gains) on de-designating cash flow hedges:
Foreign currency contracts	—		—		—		(0.6)		Other operating income, net (see Note 17)
Commodity contracts	—		—		—		(9.3)		Other operating income, net (see Note 17)
Total before income tax	—		—		—		(9.9)
Income taxes	—		(0.1)		(0.1)		2.6
Net of tax	0.1		(1.9)		0.5		(10.8)
Defined benefit pension plan items:
Amortization of unrecognized actuarial losses	1.0		0.1		1.4		0.2		Other non-operating income, net
Amortization of unrecognized net prior service costs	—		0.4		0.1		0.7		Other non-operating income, net
Total before income tax	1.0		0.5		1.5		0.9
Income taxes	(0.2)		(0.1)		(0.3)		(0.1)
Net of tax	0.8		0.4		1.2		0.8
Total reclassifications, net of tax	$	0.9	$	(1.5)	$	1.7	$	(10.0)

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Income taxes (Tables)

9 Months Ended

Oct. 30, 2021

Income Tax Disclosure [Abstract]

Reconciliation Of Effective Tax Rate

	39 weeks ended
	October 30, 2021		October 31, 2020
Estimated annual effective tax rate before discrete items	22.1	%	19.5	%
Discrete items recognized	(15.5)	%	8.6	%
Effective tax rate recognized in statements of operations	6.6	%	28.1	%

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Accounts receivable, net (Tables)

9 Months Ended

Oct. 30, 2021

Receivables [Abstract]

Accounts Receivable By Portfolio Segment

The following table presents the components of Signet’s accounts receivable:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Customer in-house finance receivables, net	$	—	$	72.0	$	39.6
Accounts receivable, trade	17.0		11.6		13.2
Accounts receivable, held for sale	2.3		5.1		5.5
Accounts receivable, net	$	19.3	$	88.7	$	58.3

Financing Receivable Credit Quality Indicators

The following table disaggregates the Company’s customer in-house finance receivables by credit quality:

(in millions)	January 30, 2021		October 31, 2020
Near Prime	$	46.6	$	26.4
Subprime	38.9		21.8
Deep Subprime	12.0		6.0
Total at amortized cost	$	97.5	$	54.2

Financing Receivable, Allowance for Credit Loss

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

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Balance at beginning of period	$	—	$	7.1	$	25.5	$	—
Provision for credit losses	(0.6)		7.5		(1.0)		14.6
Write-offs	—		—		(5.5)		—
Recoveries	0.6		—		0.6		—
Reversal of allowance on receivables sold	—		—		(19.6)		—
Balance at end of period	$	—	$	14.6	$	—	$	14.6

Financing Receivable, Past Due

The following table disaggregates the Company’s customer in-house finance receivables by past due status:

(in millions)	January 30, 2021		October 31, 2020
Current	$	81.3	$	47.6
1 - 30 days past due	9.1		4.0
31 - 60 days past due	2.6		1.5
61 - 90 days past due	1.7		0.7
Greater than 90 days past due	2.8		0.4
Total at amortized cost	$	97.5	$	54.2

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Inventories (Tables)

9 Months Ended

Oct. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

The following table summarizes the Company’s inventory by classification:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Raw materials	$	72.6	$	45.3	$	84.2
Finished goods	2,075.7		1,987.2		2,089.8
Total inventories	$	2,148.3	$	2,032.5	$	2,174.0

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Asset impairments, net (Tables)

9 Months Ended

Oct. 30, 2021

Asset Impairment Charges [Abstract]

Schedule of Asset Impairments, Net

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

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Goodwill impairment (1)	$	—	$	—	$	—	$	10.7
Indefinite-lived intangible asset impairment (1)	—		—		—		83.3
Property and equipment impairment	0.3		1.5		1.5		27.2
Operating lease ROU asset impairment, net (2)	0.4		—		0.5		36.9
Total asset impairments, net	$	0.7	$	1.5	$	2.0	$	158.1

(1) Refer to Note 16 for additional information.

(2) The Company recorded $0.8 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets during the 39 weeks ended October 30, 2021. The Company recorded $0.9 million and $3.2 million of gains on terminations or modifications of leases resulting from previously recorded impairments of the ROU assets during the 13 and 39 weeks ended October 31, 2020, respectively.

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Leases (Tables)

9 Months Ended

Oct. 30, 2021

Leases [Abstract]

Total Lease Costs For Operating Leases

Total lease costs consist of the following:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Operating lease cost	$	107.0	$	108.9	$	322.0	$	325.8
Short-term lease cost	1.8		2.1		8.2		12.8
Variable lease cost	26.0		27.8		87.5		79.7
Sublease income	(0.5)		(0.5)		(1.7)		(1.3)
Total lease cost	$	134.3	$	138.3	$	416.0	$	417.0

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Goodwill and intangibles (Tables)

9 Months Ended

Oct. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill by Reporting Unit

The following table summarizes the Company’s goodwill by reportable segment:

(in millions)	North America
Balance at January 30, 2021 (1)	$	238.0
Acquisitions	7.0
Balance at October 30, 2021 (1)	$	245.0

(1)    The carrying amount of goodwill is presented net of accumulated impairment losses of $576.0 million as of October 30, 2021 and January 30, 2021.

Schedule of Finite-Lived Intangible Assets

The following table provides additional detail regarding the composition of intangible assets and liabilities:

	October 30, 2021						January 30, 2021						October 31, 2020
(in millions)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets, net:
Definite-lived intangible assets	$	15.8	$	(4.6)	$	11.2	$	5.6	$	(4.2)	$	1.4	$	5.6	$	(4.0)	$	1.6
Indefinite-lived intangible assets (1)	178.0		—		178.0		177.6		—		177.6		177.2		—		177.2
Total intangible assets, net	$	193.8	$	(4.6)	$	189.2	$	183.2	$	(4.2)	$	179.0	$	182.8	$	(4.0)	$	178.8
Intangible liabilities, net	$	(38.0)	$	30.5	$	(7.5)	$	(38.0)	$	27.5	$	(10.5)	$	(38.0)	$	26.2	$	(11.8)

(1) The change in the indefinite-lived intangible asset balances during the periods presented was due to the impact of foreign currency translation.

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Derivatives (Tables)

9 Months Ended

Oct. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table summarizes the fair value and presentation of derivative instruments in the condensed consolidated balance sheets:

	Fair value of derivative assets
(in millions)	Balance sheet location	October 30, 2021		January 30, 2021		October 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets	$	0.1	$	—	$	—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	—		0.1		—
Total derivative assets		$	0.1	$	0.1	$	—

	Fair value of derivative liabilities
(in millions)	Balance sheet location	October 30, 2021		January 30, 2021		October 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current liabilities	$	—	$	(0.3)	$	—
Commodity contracts	Other current liabilities	—		(0.1)		—
		—		(0.4)		—
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current liabilities	(0.5)		—		(0.5)
Total derivative liabilities		$	(0.5)	$	(0.4)	$	(0.5)

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

The following table summarizes the pre-tax gains (losses) recorded in AOCI for derivatives designated in cash flow hedging relationships:

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Foreign currency contracts	$	(0.1)	$	(0.7)	$	—
Commodity contracts	(0.2)		(0.4)		3.5
Gains (losses) recorded in AOCI	$	(0.3)	$	(1.1)	$	3.5

Derivative Instruments, Gain (Loss)

The following tables summarize the effect of derivative instruments designated as cash flow hedges on OCI and the condensed consolidated statements of operations:

Foreign currency contracts

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gains (losses) recorded in AOCI, beginning of period		$	(0.6)	$	—	$	(0.7)	$	(1.0)
Current period gains (losses) recognized in OCI		0.4		—		0.2		1.6
Losses (gains) reclassified from AOCI to net income	Cost of sales (1)	0.1		—		0.4		—
Gains from de-designated hedges reclassified from AOCI to net income	Other operating income, net (1)	—		—		—		(0.6)
Gains (losses) recorded in AOCI, end of period		$	(0.1)	$	—	$	(0.1)	$	—

Commodity contracts

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gains (losses) recorded in AOCI, beginning of period		$	(0.2)	$	5.3	$	(0.4)	$	17.7
Current period gains (losses) recognized in OCI		—		—		—		(1.4)
Losses (gains) reclassified from AOCI to net income	Cost of sales (1)	—		(1.8)		0.2		(3.5)
Gains from de-designated hedges reclassified from AOCI to net income	Other operating income, net (1)	—		—		—		(9.3)
Gains (losses) recorded in AOCI, end of period		$	(0.2)	$	3.5	$	(0.2)	$	3.5

(1)    Refer to the condensed consolidated statements of operations for total amounts of each financial statement caption impacted by cash flow hedges.

The following table presents the effects of the Company’s derivatives instruments not designated as cash flow hedges in the condensed consolidated statements of operations:

		13 weeks ended				39 weeks ended
(in millions)	Statement of operations caption	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Foreign currency contracts	Other operating income, net	$	(1.3)	$	(1.1)	$	(0.4)	$	(2.1)

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Fair value measurement (Tables)

9 Months Ended

Oct. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

The methods Signet uses to determine fair value on an instrument-specific basis are detailed below:

	October 30, 2021						January 30, 2021						October 31, 2020
(in millions)	Carrying Value		Level 1		Level 2		Carrying Value		Level 1		Level 2		Carrying Value		Level 1		Level 2
Assets:
US Treasury securities	$	5.1	$	5.1	$	—	$	5.7	$	5.7	$	—	$	6.3	$	6.3	$	—
Foreign currency contracts	0.1		—		0.1		0.1		—		0.1		—		—		—
US government agency securities	2.0		—		2.0		3.2		—		3.2		3.7		—		3.7
Corporate bonds and notes	5.9		—		5.9		6.5		—		6.5		7.3		—		7.3
Total assets	$	13.1	$	5.1	$	8.0	$	15.5	$	5.7	$	9.8	$	17.3	$	6.3	$	11.0
Liabilities:
Foreign currency contracts	$	(0.5)	$	—	$	(0.5)	$	(0.3)	$	—	$	(0.3)	$	(0.5)	$	—	$	(0.5)
Commodity contracts	—		—		—		(0.1)		—		(0.1)		—		—		—
Total liabilities	$	(0.5)	$	—	$	(0.5)	$	(0.4)	$	—	$	(0.4)	$	(0.5)	$	—	$	(0.5)

Schedule of Carrying Values and Estimated Fair Values

The following table provides a summary of the carrying amount and fair value of outstanding debt:

	October 30, 2021				January 30, 2021				October 31, 2020
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt:
Senior notes (Level 2)	$	147.0	$	151.2	$	146.7	$	145.1	$	146.7	$	130.8
Term loans (Level 2)	—		—		—		—		99.5		100.0
Total	$	147.0	$	151.2	$	146.7	$	145.1	$	246.2	$	230.8

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Loans, overdrafts and long-term debt (Tables)

9 Months Ended

Oct. 30, 2021

Debt Disclosure [Abstract]

Summary of Loans, Overdrafts and Long-Term Debt

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Debt:
Senior unsecured notes due 2024, net of unamortized discount	$	147.6	$	147.6	$	147.6
ABL revolving facility	—		—		790.0
FILO term loan facility	—		—		100.0
Other loans and bank overdrafts	0.3		—		3.6
Gross debt	$	147.9	$	147.6	$	1,041.2
Less: Current portion of loans and overdrafts	(0.3)		—		(3.6)
Less: Unamortized debt issuance costs	(0.6)		(0.9)		(1.4)
Total long-term debt	$	147.0	$	146.7	$	1,036.2

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Warranty reserve (Tables)

9 Months Ended

Oct. 30, 2021

Other Liabilities Disclosure [Abstract]

Other Liabilities

The warranty reserve for diamond and gemstone guarantee, included in accrued expenses and other current liabilities and other non-current liabilities, is as follows:

	13 weeks ended				39 weeks ended
(in millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Warranty reserve, beginning of period	$	34.7	$	37.3	$	37.3	$	36.3
Warranty expense	2.6		1.5		4.8		5.5
Utilized (1)	(2.6)		(2.2)		(7.4)		(5.2)
Warranty reserve, end of period	$	34.7	$	36.6	$	34.7	$	36.6

(1)     Includes impact of foreign exchange translation.

(in millions)	October 30, 2021		January 30, 2021		October 31, 2020
Disclosed as:
Current liabilities	$	9.9	$	10.7	$	10.6
Non-current liabilities	24.8		26.6		26.0
Total warranty reserve	$	34.7	$	37.3	$	36.6

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Organization and principal accounting policies - Additional information (Details) $ in Millions			3 Months Ended		9 Months Ended
	Nov. 17, 2021 USD ($)	Mar. 29, 2021 USD ($)	Oct. 30, 2021 USD ($)	May 01, 2021 USD ($)	Oct. 30, 2021 USD ($) Reporting_Segment	Oct. 31, 2020 USD ($)
Business Acquisition [Line Items]
Number of reportable segments (segment) | Reporting_Segment					3
Acquisition, net of cash acquired					$ 14.6	$ 0.0
Reportable segments | North America
Business Acquisition [Line Items]
Acquisition and integration related costs					1.1
Rocksbox
Business Acquisition [Line Items]
Acquisition, net of cash acquired		$ 14.6
Acquisition and integration related costs				$ 1.1
Diamonds Direct USA Inc. | Reportable segments | North America
Business Acquisition [Line Items]
Acquisition and integration related costs			$ 2.6		$ 2.6
Diamonds Direct USA Inc. | Subsequent Event
Business Acquisition [Line Items]
Acquisition, net of cash acquired	$ 504.6
Percentage of voting interests acquired	100.00%
Minimum
Business Acquisition [Line Items]
Seasonal revenues, fourth quarter sales, percent					35.00%
Maximum
Business Acquisition [Line Items]
Seasonal revenues, fourth quarter sales, percent					40.00%

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Revenue recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Disaggregation of Revenue [Line Items]
Sales	$ 1,537.8	$ 1,300.3	$ 5,014.7	$ 3,040.4
Bridal
Disaggregation of Revenue [Line Items]
Sales	698.2	612.5	2,211.3	1,400.6
Fashion
Disaggregation of Revenue [Line Items]
Sales	547.9	420.2	1,920.4	1,037.9
Watches
Disaggregation of Revenue [Line Items]
Sales	92.7	67.0	256.4	155.2
Other
Disaggregation of Revenue [Line Items]
Sales	199.0	200.6	626.6	446.7
Store
Disaggregation of Revenue [Line Items]
Sales	1,242.0	1,050.8	4,011.3	2,346.0
Kay
Disaggregation of Revenue [Line Items]
Sales	573.4	490.5	1,923.8	1,149.0
Zales
Disaggregation of Revenue [Line Items]
Sales	291.9	251.4	1,030.0	618.8
Jared
Disaggregation of Revenue [Line Items]
Sales	277.1	232.7	873.1	546.6
Piercing Pagoda
Disaggregation of Revenue [Line Items]
Sales	111.4	93.7	399.0	204.4
James Allen
Disaggregation of Revenue [Line Items]
Sales	90.4	76.6	300.7	184.7
Peoples
Disaggregation of Revenue [Line Items]
Sales	45.9	37.8	121.9	83.3
International segment
Disaggregation of Revenue [Line Items]
Sales	120.9	106.9	309.0	232.8
Other
Disaggregation of Revenue [Line Items]
Sales	26.8	10.7	57.2	20.8
E-commerce
Disaggregation of Revenue [Line Items]
Sales	273.1	238.8	955.6	673.6
Other
Disaggregation of Revenue [Line Items]
Sales	22.7	10.7	47.8	20.8
North America
Disaggregation of Revenue [Line Items]
Sales	1,394.2	1,182.7	4,657.9	2,786.8
North America | Bridal
Disaggregation of Revenue [Line Items]
Sales	640.9	564.5	2,064.5	1,295.7
North America | Fashion
Disaggregation of Revenue [Line Items]
Sales	524.6	400.7	1,866.7	993.1
North America | Watches
Disaggregation of Revenue [Line Items]
Sales	48.7	33.6	154.2	81.9
North America | Other
Disaggregation of Revenue [Line Items]
Sales	180.0	183.9	572.5	416.1
North America | Store
Disaggregation of Revenue [Line Items]
Sales	1,142.6	963.7	3,775.5	2,170.2
North America | Kay
Disaggregation of Revenue [Line Items]
Sales	573.4	490.5	1,923.8	1,149.0
North America | Zales
Disaggregation of Revenue [Line Items]
Sales	291.9	251.4	1,030.0	618.8
North America | Jared
Disaggregation of Revenue [Line Items]
Sales	277.1	232.7	873.1	546.6
North America | Piercing Pagoda
Disaggregation of Revenue [Line Items]
Sales	111.4	93.7	399.0	204.4
North America | James Allen
Disaggregation of Revenue [Line Items]
Sales	90.4	76.6	300.7	184.7
North America | Peoples
Disaggregation of Revenue [Line Items]
Sales	45.9	37.8	121.9	83.3
North America | International segment
Disaggregation of Revenue [Line Items]
Sales	0.0		0.0	0.0
North America | Other
Disaggregation of Revenue [Line Items]
Sales	4.1	0.0	9.4
North America | E-commerce
Disaggregation of Revenue [Line Items]
Sales	251.6	219.0	882.4	616.6
North America | Other
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment
Disaggregation of Revenue [Line Items]
Sales	120.9	106.9	309.0	232.8
International segment | Bridal
Disaggregation of Revenue [Line Items]
Sales	57.3	48.0	146.8	104.9
International segment | Fashion
Disaggregation of Revenue [Line Items]
Sales	23.3	19.5	53.7	44.8
International segment | Watches
Disaggregation of Revenue [Line Items]
Sales	44.0	33.4	102.2	73.3
International segment | Other
Disaggregation of Revenue [Line Items]
Sales	(3.7)	6.0	6.3	9.8
International segment | Store
Disaggregation of Revenue [Line Items]
Sales	99.4	87.1	235.8	175.8
International segment | Kay
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | Zales
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | Jared
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | Piercing Pagoda
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | James Allen
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | Peoples
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | International segment
Disaggregation of Revenue [Line Items]
Sales	120.9	106.9	309.0	232.8
International segment | Other
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
International segment | E-commerce
Disaggregation of Revenue [Line Items]
Sales	21.5	19.8	73.2	57.0
International segment | Other
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other
Disaggregation of Revenue [Line Items]
Sales	22.7	10.7	47.8	20.8
Other | Bridal
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Fashion
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Watches
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Other
Disaggregation of Revenue [Line Items]
Sales	22.7	10.7	47.8	20.8
Other | Store
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Kay
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Zales
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Jared
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Piercing Pagoda
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | James Allen
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Peoples
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | International segment
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Other
Disaggregation of Revenue [Line Items]
Sales	22.7	10.7	47.8	20.8
Other | E-commerce
Disaggregation of Revenue [Line Items]
Sales	0.0	0.0	0.0	0.0
Other | Other
Disaggregation of Revenue [Line Items]
Sales	$ 22.7	$ 10.7	$ 47.8	$ 20.8

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Revenue recognition - Unamortized Deferred Selling Costs (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Revenue from Contract with Customer [Abstract]
Other current assets	$ 25.2	$ 26.2	$ 24.0
Other assets	87.2	85.1	81.7
Total deferred selling costs	$ 112.4	$ 111.3	$ 105.7

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Revenue recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Extended Service Plans and Lifetime Warranty Agreements
Disaggregation of Revenue [Line Items]
Capitalized contract cost, amortization	$ 12.4	$ 8.5	$ 29.4	$ 16.0

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Revenue recognition - ESP and Voucher Promotions (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jul. 31, 2021	Jan. 30, 2021	Oct. 31, 2020	Aug. 01, 2020	Feb. 01, 2020
Disaggregation of Revenue [Line Items]
Total deferred revenue	$ 1,120.2		$ 1,072.0	$ 1,022.8
Current liabilities	307.0		288.7	258.5
Non-current liabilities	813.2		783.3	764.3
ESP deferred revenue
Disaggregation of Revenue [Line Items]
Total deferred revenue	1,066.3	$ 1,063.8	1,028.9	983.2	$ 990.5	$ 960.0
Customer and eCommerce Orders
Disaggregation of Revenue [Line Items]
Total deferred revenue	$ 53.9		$ 43.1	$ 39.6

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Revenue recognition - ESP Deferred Revenue Rollforward (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Change in Contract with Customer, Liability [Roll Forward]
ESP deferred revenue, beginning of period			$ 1,072.0
Plans sold			47.1	$ 25.2
ESP deferred revenue, end of period	$ 1,120.2	$ 1,022.8	1,120.2	1,022.8
Extended Service Plan
Change in Contract with Customer, Liability [Roll Forward]
ESP deferred revenue, beginning of period	1,063.8	990.5	1,028.9	960.0
Plans sold	103.2	83.8	345.9	193.2
Revenue recognized	(100.7)	(91.1)	(308.5)	(170.0)
ESP deferred revenue, end of period	1,066.3	983.2	1,066.3	983.2
Extended Service Plan and Voucher Promotions
Change in Contract with Customer, Liability [Roll Forward]
Revenue recognized	$ (56.4)	$ (61.6)	$ (192.8)	$ (115.8)

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Segment information - Additional Information (Details)	9 Months Ended
	Oct. 30, 2021 Reporting_Segment
Segment Reporting [Abstract]
Number of reportable segments (segment)	3

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Segment information - Summary of Activity by Segment (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Segment Reporting Information [Line Items]
Sales	$ 1,537.8	$ 1,300.3	$ 5,014.7	$ 3,040.4
Operating income (loss)	106.9	39.7	501.0	(349.6)
Interest expense, net	(4.1)	(9.1)	(12.4)	(25.6)
Other non-operating expense, net	(1.1)	0.0	(0.9)	0.3
Income before income taxes	101.7	30.6	487.7	(374.9)
Restructuring charges	(1.7)	3.6	(3.3)	45.2
Asset impairments, net	0.7	1.5	2.0	158.1
North America
Segment Reporting Information [Line Items]
Sales	1,394.2	1,182.7	4,657.9	2,786.8
International
Segment Reporting Information [Line Items]
Sales	120.9	106.9	309.0	232.8
Other
Segment Reporting Information [Line Items]
Sales	22.7	10.7	47.8	20.8
Inventory write-down		0.2
Reportable segments | North America
Segment Reporting Information [Line Items]
Sales	1,394.2	1,182.7	4,657.9	2,786.8
Operating income (loss)	123.8	52.9	573.1	(238.3)
Acquisition and integration related costs			1.1
Gain on sale of financing receivable			1.4
Restructuring charges			(1.0)
Asset impairments, net	0.7	1.5	2.0	136.9
Inventory write-down		2.2		1.6
Severance costs		0.7		37.3
Reportable segments | North America | Diamonds Direct USA Inc.
Segment Reporting Information [Line Items]
Acquisition and integration related costs	2.6		2.6
Reportable segments | International
Segment Reporting Information [Line Items]
Sales	120.9	106.9	309.0	232.8
Operating income (loss)	0.2	1.6	(4.0)	(52.6)
Asset impairments, net				21.2
Severance costs		3.0		7.6
Reportable segments | Other
Segment Reporting Information [Line Items]
Sales	22.7	10.7	47.8	20.8
Operating income (loss)	(0.4)	1.3	(1.4)	0.8
Corporate and unallocated expenses
Segment Reporting Information [Line Items]
Operating income (loss)	(16.7)	$ (16.1)	(66.7)	(59.5)
Restructuring charges	$ (1.7)		$ (2.3)	(0.1)
Inventory write-down				0.2
Severance costs				0.3
Net charge related to litigation settlement				$ 7.5

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Restructuring plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended		45 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	May 05, 2018	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Jan. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 1.7	$ (3.6)		$ 3.3	$ (45.2)
Signet Path to Brilliance
Restructuring Cost and Reserve [Line Items]
Restructuring plan, length			3 years
Restructuring charges	1.7	$ (5.6)		3.3	$ (46.6)	$ (249.3)
Restructuring reserve	4.3			4.3		4.3	$ 10.2
Signet Path to Brilliance | Accrued expenses and other current liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	2.3			2.3		2.3
Signet Path to Brilliance | Other noncurrent liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 2.0			$ 2.0		$ 2.0

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Restructuring plans - Restructuring and Related Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		45 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021
Restructuring Cost and Reserve [Line Items]
Total Signet Path to Brilliance Plan expenses	$ (1.7)	$ 3.6	$ (3.3)	$ 45.2
Cost of sales
Restructuring Cost and Reserve [Line Items]
Inventory charges			0.0	1.4
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Other Plan related expenses			(3.3)	45.2
Signet Path to Brilliance
Restructuring Cost and Reserve [Line Items]
Total Signet Path to Brilliance Plan expenses	(1.7)	5.6	(3.3)	$ 46.6	$ 249.3
Signet Path to Brilliance | Cost of sales
Restructuring Cost and Reserve [Line Items]
Inventory charges	0.0	2.0
Signet Path to Brilliance | Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Other Plan related expenses	(1.7)	$ 3.6
Inventory charges | Signet Path to Brilliance
Restructuring Cost and Reserve [Line Items]
Total Signet Path to Brilliance Plan expenses	0.0		0.0		72.8
Termination benefits | Signet Path to Brilliance
Restructuring Cost and Reserve [Line Items]
Total Signet Path to Brilliance Plan expenses	0.0		(1.1)		48.8
Store closure and other costs | Signet Path to Brilliance
Restructuring Cost and Reserve [Line Items]
Total Signet Path to Brilliance Plan expenses	$ (1.7)		$ (2.2)		$ 127.7

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Restructuring plans - Schedule of Plan Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		45 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021
Restructuring Reserve [Roll Forward]
Charged (credited) to expense	$ (1.7)	$ 3.6	$ (3.3)	$ 45.2
Signet Path to Brilliance
Restructuring Reserve [Roll Forward]
Beginning balance			10.2
Payments and other adjustments			(2.6)
Charged (credited) to expense	(1.7)	$ 5.6	(3.3)	$ 46.6	$ 249.3
Ending balance	4.3		4.3		4.3
Termination benefits | Signet Path to Brilliance
Restructuring Reserve [Roll Forward]
Beginning balance			2.1
Payments and other adjustments			(0.9)
Charged (credited) to expense	0.0		(1.1)		48.8
Ending balance	0.1		0.1		0.1
Store closure and other costs | Signet Path to Brilliance
Restructuring Reserve [Roll Forward]
Beginning balance			8.1
Payments and other adjustments			(1.7)
Charged (credited) to expense			(2.2)
Ending balance	$ 4.2		$ 4.2		$ 4.2

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Redeemable preferred shares - Additional Information (Details) - Series A Redeemable Convertible Preferred Stock - USD ($) $ / shares in Units, $ in Millions		3 Months Ended			9 Months Ended
	Oct. 05, 2016	Oct. 30, 2021	May 01, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020	Jan. 30, 2021
Temporary Equity [Line Items]
Redeemable convertible preferred stock, shares issued (shares)	625,000
Preferred stock, purchase price	$ 625.0
Shares issued, price per share (in usd per share)	$ 1,000
Preferred stock, dividend rate, percentage					5.00%
Preferred stock, increase in stated value (in usd per share)			$ 12.97
Payments of stock issuance costs	$ 13.7
Accumulated accretion of dividends		$ 8.5		$ 6.9	$ 8.5	$ 6.9	$ 7.3
Accretion on redeemable convertible preferred shares		$ 0.4		$ 0.4	$ 1.2	$ 1.2

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Redeemable preferred shares - Redeemable Preferred Shares (Details) - Series A Redeemable Convertible Preferred Stock $ / shares in Units, shares in Millions, $ in Millions	Oct. 30, 2021 USD ($) $ / shares shares	Jan. 30, 2021 USD ($) $ / shares shares	Oct. 31, 2020 USD ($) $ / shares shares
Temporary Equity [Line Items]
Conversion ratio	12.2297	12.2297	12.2297
Conversion price (usd per share) | $ / shares	$ 81.7682	$ 81.7682	$ 81.7682
Conversion of stock, shares issued (shares) | shares	8.0	7.9	7.8
Liquidation preference | $	$ 665.0	$ 656.8	$ 648.7

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Shareholders' equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended						9 Months Ended
	Oct. 30, 2021	Jul. 31, 2021	May 01, 2021	Oct. 31, 2020	Aug. 01, 2020	May 02, 2020	Oct. 30, 2021	Oct. 31, 2020	Jan. 30, 2021
Dividends Payable [Line Items]
Common stock, dividends (usd per share)	$ 0.18	$ 0.18	$ 0	$ 0	$ 0	$ 0	$ 0.36	$ 0
Dividends, common stock	$ 9.5	$ 9.5	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 19.0	$ 0.0
Dividends declared per preferred share (usd per share)	$ 13.14	$ 13.14	$ 13.14	$ 12.81	$ 12.66	$ 12.50	$ 39.42	$ 37.97
Dividends, preferred stock, paid-in-kind	$ 8.2	$ 8.2	$ 8.2	$ 8.0	$ 7.9	$ 7.8	$ 24.6	$ 23.7
Common Stock | Accrued expenses and other current liabilities
Dividends Payable [Line Items]
Dividends payable	9.5						9.5
Series A Redeemable Convertible Preferred Stock | Accrued expenses and other current liabilities
Dividends Payable [Line Items]
Dividends payable	$ 8.2			$ 8.0			$ 8.2	$ 8.0	$ 8.1

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Shareholders' equity - Share Repurchase (Details) - 2017 Program - USD ($) $ / shares in Units, shares in Millions, $ in Millions	9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Aug. 23, 2021	Aug. 22, 2021
Class of Stock [Line Items]
Stock repurchase program, authorized amount	$ 659.4
Shares repurchased (shares)	0.5	0.0
Amount repurchased	$ 41.1	$ 0.0
Average repurchase price per share (usd per share)	$ 88.04
Remaining authorized repurchase amount	$ 183.9		$ 225.0	$ 165.6

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Earnings (loss) per common share (EPS) - Schedule of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
EPS – basic
Net income (loss) attributable to common shareholders	$ 83.9	$ 0.9	$ 429.7	$ (294.4)
Basic weighted average common shares outstanding (shares)	52.9	52.1	52.6	51.9
EPS – basic (usd per share)	$ 1.59	$ 0.02	$ 8.17	$ (5.67)

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Earnings (loss) per common share (EPS) - Schedule of Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
EPS – basic
Net income (loss) attributable to common shareholders	$ 83.9	$ 0.9	$ 429.7	$ (294.4)
Add: Dividends on Preferred Shares	8.7	0.0	25.9	0.0
Numerator for diluted EPS	$ 92.6	$ 0.9	$ 455.6	$ (294.4)
EPS – diluted
Basic weighted average common shares outstanding (shares)	52.9	52.1	52.6	51.9
Plus: Dilutive effect of share awards	2.8	1.3	2.1	0.0
Plus: Dilutive effect of Preferred Shares	8.0	0.0	8.0	0.0
Diluted weighted average common shares outstanding (shares)	63.7	53.4	62.7	51.9
EPS – diluted (usd per share)	$ 1.45	$ 0.02	$ 7.27	$ (5.67)

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Earnings (loss) per common share (EPS) - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation of earnings per share (shares)	0.0	8.5	0.0	9.3
Share awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation of earnings per share (shares)	0.0	0.7	0.0	1.6
Potential impact of Preferred Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation of earnings per share (shares)	0.0	7.8	0.0	7.7

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Accumulated other comprehensive income (loss) - Changes in Accumulated OCI by Component and Reclassifications Out of Accumulated OCI (Details) $ in Millions	9 Months Ended
	Oct. 30, 2021 USD ($)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	$ 1,190.3
Other comprehensive income (loss) (“OCI”) before reclassifications	(55.8)
Amounts reclassified from AOCI to net income	1.7
Net current period OCI	(54.1)
Ending Balance	1,534.6
Accumulated other comprehensive loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	(290.5)
Ending Balance	(344.6)
Foreign currency translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	(238.9)
Other comprehensive income (loss) (“OCI”) before reclassifications	3.1
Amounts reclassified from AOCI to net income	0.0
Net current period OCI	3.1
Ending Balance	(235.8)
Gains (losses) on available-for-sale securities, net
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	0.5
Other comprehensive income (loss) (“OCI”) before reclassifications	(0.2)
Amounts reclassified from AOCI to net income	0.0
Net current period OCI	(0.2)
Ending Balance	0.3
Gains (losses) on cash flow hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	(0.9)
Other comprehensive income (loss) (“OCI”) before reclassifications	0.2
Amounts reclassified from AOCI to net income	0.5
Net current period OCI	0.7
Ending Balance	(0.2)
Pension Plan | Actuarial losses
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	(47.2)
Other comprehensive income (loss) (“OCI”) before reclassifications	(58.9)
Amounts reclassified from AOCI to net income	1.1
Net current period OCI	(57.8)
Ending Balance	(105.0)
Pension Plan | Prior service costs
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	(4.0)
Other comprehensive income (loss) (“OCI”) before reclassifications	0.0
Amounts reclassified from AOCI to net income	0.1
Net current period OCI	0.1
Ending Balance	$ (3.9)

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Accumulated other comprehensive income (loss) - Reclassifications out of AOCI (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Oct. 30, 2021	Jul. 31, 2021	May 01, 2021	Oct. 31, 2020	Aug. 01, 2020	May 02, 2020	Oct. 30, 2021	Oct. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cost of sales	$ 962.2			$ 863.8			$ 3,043.1	$ 2,176.0
Other operating income, net	0.8			(0.4)			13.2	4.3
Other non-operating expense, net	(1.1)			0.0			(0.9)	0.3
Income taxes	(9.1)			(21.3)			(32.1)	105.4
Net income (loss)	92.6	$ 224.6	$ 138.4	9.3	$ (81.7)	$ (197.1)	455.6	(269.5)
Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net income (loss)	0.9			(1.5)			1.7	(10.0)
Losses (gains) on cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net income (loss)	0.1			(1.9)			0.5	(10.8)
Losses (gains) on cash flow hedges, excluding dedesignated | Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Income before income taxes	0.1			(1.8)			0.6	(3.5)
Losses (gains) on cash flow hedges, excluding dedesignated | Reclassification out of Accumulated Other Comprehensive Income | Foreign currency contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cost of sales	0.1			0.0			0.4	0.0
Losses (gains) on cash flow hedges, excluding dedesignated | Reclassification out of Accumulated Other Comprehensive Income | Commodity contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cost of sales	0.0			(1.8)			0.2	(3.5)
Losses (gains) on dedesignating cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Income before income taxes	0.0			0.0			0.0	(9.9)
Income taxes	0.0			(0.1)			(0.1)	2.6
Losses (gains) on dedesignating cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income | Foreign currency contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other operating income, net	0.0			0.0			0.0	(0.6)
Losses (gains) on dedesignating cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income | Commodity contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other operating income, net	0.0			0.0			0.0	(9.3)
Defined benefit pension plan items | Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Income before income taxes	1.0			0.5			1.5	0.9
Income taxes	(0.2)			(0.1)			(0.3)	(0.1)
Net income (loss)	0.8			0.4			1.2	0.8
Actuarial losses | Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other non-operating expense, net	1.0			0.1			1.4	0.2
Prior service costs | Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other non-operating expense, net	$ 0.0			$ 0.4			$ 0.1	$ 0.7

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Income taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details)	9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020
Income Tax Disclosure [Abstract]
Estimated annual effective tax rate before discrete items	22.10%	19.50%
Discrete items recognized	(15.50%)	8.60%
Effective tax rate recognized in statements of operations	6.60%	28.10%

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Income taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Jul. 31, 2021	Oct. 31, 2020
Income Tax Disclosure [Abstract]
Tax benefit for release of valuation allowance		$ 49.8
CARES Act, income tax benefit on Tax Cuts and Jobs Act			$ 73.8
CARES Act, income tax benefit on net operating losses	$ 12.4		23.5
Increase in valuation allowance			$ 66.9

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Credit transactions (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended	5 Months Ended
	May 17, 2021	Jun. 30, 2018	Jul. 31, 2021	Jun. 30, 2021
CarVal and Castlelake
Financing Receivable, Allowance for Credit Loss [Line Items]
Accounts receivable, remaining purchase price of receivables sold, percentage		5.00%
Proceeds from sale of in-house finance receivables			$ 57.8
Customer in-house finance receivables, net			56.4
Proceeds from collection of finance receivables			23.5
CarVal and Castlelake | North America
Financing Receivable, Allowance for Credit Loss [Line Items]
Gain on sale of financing receivable			$ 1.4
CarVal
Financing Receivable, Allowance for Credit Loss [Line Items]
Sale of receivables, additional percentage purchased				50.00%
Genesis Financial Solutions
Financing Receivable, Allowance for Credit Loss [Line Items]
Sale of receivables, additional percentage purchased				50.00%
Agreement renewal term	1 year
Comenity Capital Bank
Financing Receivable, Allowance for Credit Loss [Line Items]
Agreement renewal term	2 years

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Accounts receivable, net - Portfolio of Accounts Receivable (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Receivables [Abstract]
Customer in-house finance receivables, net	$ 0.0	$ 72.0	$ 39.6
Accounts receivable, trade	17.0	11.6	13.2
Accounts receivable, held for sale	2.3	5.1	5.5
Accounts receivable, net	$ 19.3	$ 88.7	$ 58.3

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Accounts receivable, net - Credit Quality of Finance Receivables (Details) - USD ($) $ in Millions	Jan. 30, 2021	Oct. 31, 2020
Financing Receivable, Credit Quality Indicator [Line Items]
Total at amortized cost	$ 97.5	$ 54.2
Near Prime
Financing Receivable, Credit Quality Indicator [Line Items]
Total at amortized cost	46.6	26.4
Subprime
Financing Receivable, Credit Quality Indicator [Line Items]
Total at amortized cost	38.9	21.8
Deep Subprime
Financing Receivable, Credit Quality Indicator [Line Items]
Total at amortized cost	$ 12.0	$ 6.0

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Accounts receivable, net - Rollforward of Allowance for Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 0.0	$ 7.1	$ 25.5	$ 0.0
Provision for credit losses	(0.6)	7.5	(1.0)	14.6
Write-offs	0.0	0.0	(5.5)	0.0
Recoveries	0.6	0.0	0.6	0.0
Reversal of allowance on receivables sold	0.0	0.0	(19.6)	0.0
Balance at end of period	$ 0.0	$ 14.6	$ 0.0	$ 14.6

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Accounts receivable, net - Past Due Status (Details) - USD ($) $ in Millions	Jan. 30, 2021	Oct. 31, 2020
Financing Receivable, Past Due [Line Items]
Total at amortized cost	$ 97.5	$ 54.2
Current
Financing Receivable, Past Due [Line Items]
Total at amortized cost	81.3	47.6
1 - 30 days past due
Financing Receivable, Past Due [Line Items]
Total at amortized cost	9.1	4.0
31 - 60 days past due
Financing Receivable, Past Due [Line Items]
Total at amortized cost	2.6	1.5
61 - 90 days past due
Financing Receivable, Past Due [Line Items]
Total at amortized cost	1.7	0.7
Greater than 90 days past due
Financing Receivable, Past Due [Line Items]
Total at amortized cost	$ 2.8	$ 0.4

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Accounts receivable, net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Receivables [Abstract]
Interest income	$ 0.0	$ 6.5	$ 0.0

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Inventories - Summary of Inventory Components (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 72.6	$ 45.3	$ 84.2
Finished goods	2,075.7	1,987.2	2,089.8
Total inventories	$ 2,148.3	$ 2,032.5	$ 2,174.0

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Inventories - Narrative (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Inventory Disclosure [Abstract]
Inventory reserves	$ 48.5	$ 52.9	$ 42.2

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Asset impairments, net - Schedule of Asset Impairments, Net (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Aug. 01, 2020	May 02, 2020	Oct. 30, 2021	Oct. 31, 2020
Asset Impairment Charges [Abstract]
Goodwill impairment	$ 0.0	$ 0.0			$ 0.0	$ 10.7
Indefinite-lived intangible asset impairment	0.0	0.0			0.0	83.3
Property and equipment impairment	0.3	1.5	$ 11.9	$ 13.8	1.5	27.2
Operating lease ROU asset impairment	0.4	0.0	8.4	28.5	0.5	36.9
Total asset impairments, net	$ 0.7	1.5			2.0	158.1
Gain on termination or modification of leases		$ 0.9	$ 1.3	$ 1.0	$ 0.8	$ 3.2

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Asset impairments, net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Aug. 01, 2020	May 02, 2020	Oct. 30, 2021	Oct. 31, 2020
Asset Impairment Charges [Abstract]
Property and equipment impairment	$ 0.3	$ 1.5	$ 11.9	$ 13.8	$ 1.5	$ 27.2
Operating lease ROU asset impairment	$ 0.4	0.0	8.4	28.5	0.5	36.9
Gain on termination or modification of leases		$ 0.9	$ 1.3	$ 1.0	$ 0.8	$ 3.2

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Leases - Narrative (Details) $ in Millions	Oct. 30, 2021 USD ($)
Leases [Abstract]
Deferred rent	$ 28

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Leases - Total Lease Costs For Operating Leases (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Leases [Abstract]
Operating lease cost	$ 107.0	$ 108.9	$ 322.0	$ 325.8
Short-term lease cost	1.8	2.1	8.2	12.8
Variable lease cost	26.0	27.8	87.5	79.7
Sublease income	(0.5)	(0.5)	(1.7)	(1.3)
Total lease cost	$ 134.3	$ 138.3	$ 416.0	$ 417.0

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Goodwill and intangibles - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended			9 Months Ended
	Mar. 29, 2021	Oct. 30, 2021	Oct. 31, 2020	May 02, 2020	Oct. 30, 2021	Oct. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment		$ 0.0	$ 0.0		$ 0.0	$ 10.7
Indefinite-lived intangible asset impairment		$ 0.0	$ 0.0		0.0	$ 83.3
North America
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment				$ 10.7
Goodwill acquired					$ 7.0
North America | Rocksbox
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets acquired	$ 11.6
Goodwill acquired	$ 7.0
Acquired finite-lived intangible assets, weighted average useful life	8 years
North America | Certain Zales Trade Names
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible asset impairment				$ 83.3

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Goodwill and intangibles - Summary of Goodwill (Details) - USD ($) $ in Millions	9 Months Ended
	Oct. 30, 2021	Jan. 30, 2021
Goodwill [Roll Forward]
Beginning balance	$ 238.0
Ending balance	245.0
North America
Goodwill [Roll Forward]
Beginning balance	238.0
Acquisitions	7.0
Ending balance	245.0
Goodwill, accumulated impairment loss	$ 576.0	$ 576.0

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Goodwill and intangibles - Composition of Finite-Lived Intangibles (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Intangible assets, net:
Gross carrying amount	$ 15.8	$ 5.6	$ 5.6
Accumulated amortization	(4.6)	(4.2)	(4.0)
Net carrying amount	11.2	1.4	1.6
Indefinite-lived intangible assets	178.0	177.6	177.2
Intangible assets, gross	193.8	183.2	182.8
Total intangible assets, net	189.2	179.0	178.8
Intangible liabilities, net
Gross carrying amount	(38.0)	(38.0)	(38.0)
Accumulated amortization	30.5	27.5	26.2
Total	$ (7.5)	$ (10.5)	$ (11.8)

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Derivatives - Additional Information (Details) oz in Thousands, $ in Millions				9 Months Ended
	Oct. 30, 2021 USD ($)	Jan. 30, 2021 USD ($)	Oct. 31, 2020 USD ($) oz	Oct. 30, 2021 USD ($)
Derivative [Line Items]
Derivative, notional amount in gold | oz			11
Cash flow hedge loss to be reclassified within twelve months				$ 0.3
Foreign currency contracts | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative, notional amount	$ 96.0	$ 107.6	$ 51.3	96.0
Cash Flow Hedging | Foreign currency contracts
Derivative [Line Items]
Derivative, notional amount	$ 19.4	$ 12.5	$ 13.5	$ 19.4
Derivative, remaining term	12 months	12 months	12 months

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Derivatives - Fair Value of Presentation of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Derivatives, Fair Value [Line Items]
Fair Value of derivative assets	$ 0.1	$ 0.1	$ 0.0
Fair value of derivative liabilities	(0.5)	(0.4)	(0.5)
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Fair value of derivative liabilities	0.0	(0.4)	0.0
Foreign currency contracts | Designated as Hedging Instrument | Other current assets
Derivatives, Fair Value [Line Items]
Fair Value of derivative assets	0.1	0.0	0.0
Foreign currency contracts | Designated as Hedging Instrument | Other current liabilities
Derivatives, Fair Value [Line Items]
Fair value of derivative liabilities	0.0	(0.3)	0.0
Foreign currency contracts | Not Designated as Hedging Instrument | Other current assets
Derivatives, Fair Value [Line Items]
Fair Value of derivative assets	0.0	0.1	0.0
Foreign currency contracts | Not Designated as Hedging Instrument | Other current liabilities
Derivatives, Fair Value [Line Items]
Fair value of derivative liabilities	(0.5)	0.0	(0.5)
Commodity contracts | Designated as Hedging Instrument | Other current liabilities
Derivatives, Fair Value [Line Items]
Fair value of derivative liabilities	$ 0.0	$ (0.1)	$ 0.0

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Derivatives - Derivative Instruments Designated as Cash Flow Hedges in OCI (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Current period gains (losses) recognized in OCI	$ 0.4	$ 0.0	$ 0.2	$ 0.2
Losses (gains) reclassified from AOCI to net income	0.1	(1.8)	0.6	(13.4)
Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Gains (losses) recorded in AOCI, beginning of period			(1.1)
Gains (losses) recorded in AOCI, end of period	(0.3)	3.5	(0.3)	3.5
Foreign currency contracts | Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Gains (losses) recorded in AOCI, beginning of period	(0.6)	0.0	(0.7)	(1.0)
Current period gains (losses) recognized in OCI	0.4	0.0	0.2	1.6
Gains (losses) recorded in AOCI, end of period	(0.1)	0.0	(0.1)	0.0
Commodity contracts | Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Gains (losses) recorded in AOCI, beginning of period	(0.2)	5.3	(0.4)	17.7
Current period gains (losses) recognized in OCI	0.0	0.0	0.0	(1.4)
Gains (losses) recorded in AOCI, end of period	(0.2)	3.5	(0.2)	3.5
Cost of sales | Foreign currency contracts | Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Losses (gains) reclassified from AOCI to net income	0.1	0.0	0.4	0.0
Cost of sales | Commodity contracts | Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Losses (gains) reclassified from AOCI to net income	0.0	(1.8)	0.2	(3.5)
Other operating income, net | Foreign currency contracts | Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Losses (gains) reclassified from AOCI to net income	0.0	0.0	0.0	(0.6)
Other operating income, net | Commodity contracts | Cash Flow Hedging
Movement in Accumulated Other Comprehensive Income [Roll Forward]
Losses (gains) reclassified from AOCI to net income	$ 0.0	$ 0.0	$ 0.0	$ (9.3)

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Derivatives - Derivatives not Designated as Hedging Instruments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Not Designated as Hedging Instrument | Foreign currency contracts | Other operating income, net
Derivative [Line Items]
Foreign currency contracts not designated as hedging	$ (1.3)	$ (1.1)	$ (0.4)	$ (2.1)

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Fair value measurement - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 5.1	$ 5.7	$ 6.3
Liabilities	0.0	0.0	0.0
Level 1 | US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	5.1	5.7	6.3
Level 1 | Foreign currency contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0.0	0.0	0.0
Liabilities	0.0	0.0	0.0
Level 1 | Commodity contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0.0	0.0	0.0
Level 1 | US government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0.0	0.0	0.0
Level 1 | Corporate bonds and notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0.0	0.0	0.0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	8.0	9.8	11.0
Liabilities	(0.5)	(0.4)	(0.5)
Level 2 | US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0.0	0.0	0.0
Level 2 | Foreign currency contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0.1	0.1	0.0
Liabilities	(0.5)	(0.3)	(0.5)
Level 2 | Commodity contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0.0	(0.1)	0.0
Level 2 | US government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	2.0	3.2	3.7
Level 2 | Corporate bonds and notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	5.9	6.5	7.3
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	13.1	15.5	17.3
Liabilities	(0.5)	(0.4)	(0.5)
Carrying Value | US Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	5.1	5.7	6.3
Carrying Value | Foreign currency contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0.1	0.1	0.0
Liabilities	(0.5)	(0.3)	(0.5)
Carrying Value | Commodity contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0.0	(0.1)	0.0
Carrying Value | US government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	2.0	3.2	3.7
Carrying Value | Corporate bonds and notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 5.9	$ 6.5	$ 7.3

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Fair value measurement - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 04, 2018	Jul. 31, 2021
Fair Value Disclosures [Abstract]
Sale of receivables. percentage deferred until second anniversary of closing date	5.00%
Deferred payment, fair value disclosure		$ 23.5

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Fair value measurement - Outstanding Debt (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt	$ 147.0	$ 146.7	$ 246.2
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt	151.2	145.1	230.8
Senior Notes | Level 2 | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt	147.0	146.7	146.7
Senior Notes | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt	151.2	145.1	130.8
Term Loan | Level 2 | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt	0.0	0.0	99.5
Term Loan | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding debt	$ 0.0	$ 0.0	$ 100.0

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Loans, overdrafts and long-term debt - Loans, overdrafts and long-term debt (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jan. 30, 2021	Oct. 31, 2020
Debt Instrument [Line Items]
Gross debt	$ 147.9	$ 147.6	$ 1,041.2
Less: Current portion of loans and overdrafts	(0.3)	0.0	(3.6)
Less: Unamortized debt issuance costs	(0.6)	(0.9)	(1.4)
Total long-term debt	147.0	146.7	1,036.2
Other loans and bank overdrafts
Debt Instrument [Line Items]
Gross debt	0.3	0.0	3.6
Senior Unsecured Notes Due in 2024 | Senior Unsecured Notes
Debt Instrument [Line Items]
Gross debt	147.6	147.6	147.6
Senior Asset-Based Credit Facility | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Gross debt	0.0	0.0	790.0
Senior Asset-Based Credit Facility | Line of Credit | Term Loan Facility
Debt Instrument [Line Items]
Gross debt	$ 0.0	$ 0.0	$ 100.0

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Loans, overdrafts and long-term debt - Additional Information (Details)		3 Months Ended			9 Months Ended
	Sep. 27, 2019 USD ($)	Oct. 30, 2021 USD ($)	Oct. 31, 2020 USD ($)	May 02, 2020 USD ($)	Oct. 30, 2021 USD ($)	Oct. 31, 2020 USD ($)	Jul. 28, 2021 USD ($)	Jan. 30, 2021 USD ($)	May 19, 2014 USD ($)
Debt Instrument [Line Items]
Proceeds from revolving credit facilities					$ 0	$ 900,000,000.0
Senior Unsecured Notes Due in 2024 | Senior Unsecured Notes
Debt Instrument [Line Items]
Repayments of senior debt	$ 239,600,000
Redemption price per $1,000 of principal amount	950.00
Unamortized debt issuance costs		$ 600,000	$ 900,000		600,000	900,000		$ 900,000
Amortization of financing costs		100,000	100,000		300,000	200,000
Senior Asset-Based Credit Facility | Line of Credit
Debt Instrument [Line Items]
Unamortized debt issuance costs		8,700,000	6,800,000		8,700,000	6,800,000		$ 6,400,000
Amortization of financing costs		500,000	$ 400,000		1,600,000	$ 1,300,000
Revolving Credit Facility | Senior Asset-Based Credit Facility | Line of Credit
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	1,500,000,000
Additional borrowing capacity							$ 600,000,000
Debt issuance costs		12,600,000			12,600,000		$ 3,900,000
Letters of credit outstanding		18,800,000			18,800,000
Available borrowing capacity		1,200,000,000			$ 1,200,000,000
Proceeds from revolving credit facilities				$ 900,000,000
Debt instrument, covenant, minimum coverage ratio					1.00
Debt covenant, fixed covenant ratio threshold		$ 126,000,000			$ 126,000,000
Term Loan Facility | Senior Asset-Based Credit Facility | Line of Credit
Debt Instrument [Line Items]
Face amount	$ 100,000,000
Signet UK Finance plc | Senior Unsecured Notes Due in 2024 | Senior Unsecured Notes
Debt Instrument [Line Items]
Face amount									$ 400,000,000
Stated interest rate									4.70%

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Warranty reserve - Warranty Reserve Rollforward (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve, beginning of period	$ 34.7	$ 37.3	$ 37.3	$ 36.3
Warranty expense	2.6	1.5	4.8	5.5
Utilized	(2.6)	(2.2)	(7.4)	(5.2)
Warranty reserve, end of period	$ 34.7	$ 36.6	$ 34.7	$ 36.6

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Warranty reserve (Details) - USD ($) $ in Millions	Oct. 30, 2021	Jul. 31, 2021	Jan. 30, 2021	Oct. 31, 2020	Aug. 01, 2020	Feb. 01, 2020
Other Liabilities Disclosure [Abstract]
Current liabilities	$ 9.9		$ 10.7	$ 10.6
Non-current liabilities	24.8		26.6	26.0
Total warranty reserve	$ 34.7	$ 34.7	$ 37.3	$ 36.6	$ 37.3	$ 36.3

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Share-based compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 30, 2021	Oct. 31, 2020	Oct. 30, 2021	Oct. 31, 2020
Share-based Payment Arrangement [Abstract]
Share-based compensation expense	$ 10.9	$ 3.3	$ 36.4	$ 9.6

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Commitments and contingencies - Additional information (Details) $ in Millions					1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 16, 2020 USD ($)	Jan. 15, 2018 plaintiff	Jan. 14, 2018 plaintiff	Aug. 01, 2016 employee	Aug. 31, 2016 lawsuit	Aug. 01, 2020 USD ($)	Oct. 30, 2021 employee	Jan. 30, 2021 USD ($) settlement	Feb. 01, 2020 USD ($)	Dec. 31, 2019 action	Dec. 31, 2019 complaint	Dec. 31, 2017 lawsuit
EPA Collective Action
Loss Contingencies [Line Items]
Number of employees opted in lawsuit (employee) (plaintiff)		254	70,000	10,314			9,124
Shareholder Actions
Loss Contingencies [Line Items]
New claims filed, number					2					4	4	3
Litigation settlement, amount awarded to other party	$ 240.0					$ 240.0
Gain (loss) related to litigation settlement						$ (35.0)		$ (7.5)
Insurance recoveries									$ 207.4
Number of anticipated settlements | settlement								4
Other operating income, net | Shareholder Actions
Loss Contingencies [Line Items]
Gain (loss) related to litigation settlement									(33.2)
Legal fees									$ 0.6

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Retirement plans - Narrative (Details) £ in Thousands, $ in Millions				12 Months Ended
	Aug. 09, 2021 GBP (£)	Jul. 29, 2021 GBP (£) employee	Jul. 29, 2021 USD ($) employee	Jan. 29, 2022 GBP (£)	Jan. 29, 2022 USD ($)	Oct. 30, 2021 GBP (£)	Oct. 30, 2021 USD ($)
Defined Contribution Plan [Line Items]
Number of pension scheme members | employee		1,909	1,909
Signet Group Limited | Pension scheme
Defined Contribution Plan [Line Items]
Defined benefit plan, expected future employer contributions, amount		£ 16,850	$ 23.4
Defined benefit plan, initial contribution amount		£ 7,000	$ 9.7
Actuarial loss | £	£ 53,300
Liability, defined benefit pension plan, noncurrent						£ 6,200	$ 8.5
Signet Group Limited | Pension scheme | Scenario, Forecast
Defined Contribution Plan [Line Items]
Net periodic pension cost				£ (1,900)	$ (2.6)
Defined benefit plan, amortization				£ 1,700	$ 2.3