8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549


________________________

FORM 8-K


Current Report

Dated November 20, 2012


of


ZALE CORPORATION


A Delaware CorporationIRS Employer Identification No. 75-0675400SEC File Number 001-04129901 West Walnut Hill LaneIrving, Texas  75038(972) 580-4000

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On November 20, 2012, Zale Corporation (“Zale”) issued a press release reporting its financial results for the three months ended October 31, 2012.  A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.  A copy of a slide presentation that will accompany Zale’s earnings conference call is being furnished as Exhibit 99.2 and is incorporated herein by reference.  

 The information set forth in Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits
99.1	Press release
99.2	Investor presentation

SIGNATURES

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

		ZALE CORPORATION
Date:	November 20, 2012	By:	/s/ THOMAS A. HAUBENSTRICKER
			Thomas A. Haubenstricker
			Senior Vice President,
			Chief Financial Officer

EX-99.1

Exhibit 99.1

Zale Corporation Reports First Quarter Fiscal 2013 Results

• Comparable store sales up 3.9 percent; 8th consecutive positive quarter
• Net loss improved $4 million

DALLAS--(BUSINESS WIRE)--November 20, 2012--Zale Corporation (NYSE: ZLC) today reported its financial results for the first quarter ended October 31, 2012.

“We are pleased to report our eighth consecutive quarter of positive same store sales and continued progress towards our goal of returning Zale to profitability,” commented Theo Killion, Chief Executive Officer. “As we enter the holiday period, we are confident our foundation is in place for this important selling season.”

First Quarter Fiscal 2013 Results

Revenues were $357 million, an increase of $6.5 million, or 1.8 percent, compared to $351 million in the first quarter of fiscal 2012.

For the first quarter of fiscal 2013, comparable store sales increased 3.9 percent. This increase follows a 5.8 percent rise in the same period last year. At constant exchange rates, which exclude the effect of translating Canadian currency denominated sales into U.S. dollars, comparable store sales increased 3.7 percent.

• U.S. Fine Jewelry brands, consisting of Zales Jewelers, Zales Outlet and Gordon’s Jewelers, posted a comparable store sales increase of 3.9 percent. This increase follows a 7.0 percent rise in the same period last year.
• Canadian Fine Jewelry brands, consisting of Peoples Jewellers and Mappins Jewellers, posted a comparable store sales increase of 5.5 percent. This increase follows a 7.8 percent rise in the same period last year. At constant exchange rates, comparable store sales increased 4.0 percent in the first quarter of fiscal 2013, following an increase of 4.7 percent in the same period last year.
• Piercing Pagoda, our Kiosk Jewelry business, posted a comparable store sales increase of 2.0 percent. In the same period last year, comparable store sales declined 1.6 percent.

Gross margin on sales was $190 million, or 53.2 percent, an increase of $3 million compared to $188 million, or 53.5 percent, in the first quarter of fiscal 2012. Selling, general and administrative expenses were $206 million, or 57.7 percent of revenues compared to $200 million, or 56.9 percent of revenues, in the first quarter of fiscal 2012. The increase was primarily driven by growth initiatives and higher employee benefit costs. Operating loss was $23 million, or 6.4 percent of revenues, compared to an operating loss of $22 million, or 6.4 percent of revenues, in the prior year quarter.

Interest expense was $6 million, compared to $10 million in the first quarter of fiscal 2012. The decrease is the result of the debt refinancing completed in July 2012.

Net loss was $28 million, or $0.88 per share, compared to a net loss of $32 million, or $0.99 per share, in the first quarter of fiscal 2012.

Inventory at October 31, 2012 stood at $908 million, compared to $857 million in the same period last year.

Fiscal Year 2013 Outlook

As previously announced, the company expects to achieve positive net income for fiscal year 2013.

Conference Call

Zale management will host a conference call today at 5:00 p.m. ET to discuss first quarter fiscal 2013 results. The conference call will be broadcast live over the internet and can be accessed, along with a slide presentation, on the Investor Relations section of the company’s web site at www.zalecorp.com. In addition, you can listen to the call live by dialing 877-545-6744 (within the United States) or 706-634-1959 (for international callers), passcode 63803917. The webcast will be archived shortly after the conference call concludes and will be available on the company’s web site. For additional information, contact Investor Relations at 972-580-4391.

About Zale Corporation

Zale Corporation is a leading specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,770 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com, www.peoplesjewellers.com and www.pagoda.com. Additional information on Zale Corporation and its brands is available at www.zalecorp.com.

This release and related presentations contain forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, interest expense, and effective tax rate. Forward-looking statements are not guarantees of future performance and a variety of factors could cause the Company's actual results to differ materially from the results expressed in the forward-looking statements. These factors include, but are not limited to: if the general economy continues to perform poorly, discretionary spending on goods that are, or are perceived to be, “luxuries” may decrease; the concentration of a substantial portion of the Company’s sales in three, relatively brief selling seasons means that the Company’s performance is more susceptible to disruptions; most of the Company’s sales are of products that include diamonds, precious metals and other commodities, and fluctuations in the availability and pricing of commodities could impact the Company’s ability to obtain and produce products at favorable prices; the Company’s sales are dependent upon mall traffic; the Company operates in a highly competitive industry; the financing market remains difficult, and if we are unable to meet the financial commitments in our current financing arrangements it will be difficult to replace or restructure these arrangements; and changes in regulatory requirements may increase the cost or adversely affect the Company’s operations and its ability to provide consumer credit and write credit insurance. For other factors, see the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 31, 2012, and subsequent reports on Forms 10-Q and 8-K. The Company disclaims any obligation to update or revise publicly or otherwise any forward-looking statements to reflect subsequent events, new information or future circumstances, except as required by law.

ZALE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	October 31,
	2012			2011
Revenues	$	357,468		$	350,983
Cost of sales		167,133			163,309
Gross margin		190,335			187,674
% of Revenue		53.2	%		53.5	%
Selling, general and administrative		206,239			199,775
% of Revenue		57.7	%		56.9	%
Depreciation and amortization		8,872			9,888
Other (gains) charges		(1,773	)		498
Operating loss		(23,003	)		(22,487	)
% of Revenue		-6.4	%		-6.4	%
Interest expense		5,842			9,930
Loss before income taxes		(28,845	)		(32,417	)
Income tax benefit		(580	)		(697	)
Loss from continuing operations		(28,265	)		(31,720	)
Loss from discontinued operations, net of taxes		-			(154	)
Net loss	$	(28,265	)	$	(31,874	)
Basic and Diluted net loss per common share:
Loss from continuing operations	$	(0.88	)	$	(0.99	)
Loss from discontinued operations		-			-
Net loss per share	$	(0.88	)	$	(0.99	)
Weighted average number of common shares outstanding:
Basic		32,298			32,162
Diluted		32,298			32,162

ZALE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
	October 31,
	2012			2011
ASSETS
Current Assets:
Cash and cash equivalents	$	14,572		$	30,126
Merchandise inventories		908,415			856,891
Other current assets		49,897			52,738
Total current assets		972,884			939,755
Property and equipment		698,367			701,297
Less accumulated depreciation and amortization		(577,634	)		(567,045	)
Net property and equipment		120,733			134,252
Other assets		239,763			241,776
Total Assets	$	1,333,380		$	1,315,783
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current Liabilities:
Accounts payable and accrued liabilities	$	332,786		$	300,437
Deferred revenue		83,339			82,540
Deferred tax liability		92,528			92,956
Total current liabilities		508,653			475,933
Long-term debt		524,167			493,954
Deferred revenue – long-term		115,900			137,541
Other liabilities		32,696			34,840
Stockholders’ investment		151,964			173,515
Total Liabilities and Stockholders’ Investment	$	1,333,380		$	1,315,783

CONTACT:
Zale Corporation
Roxane Barry, 972-580-4391
Director of Investor Relations

EX-99.2

Exhibit 99.2

Slide:    1 Title:  First Quarter Fiscal 2013 Earnings Call November 20, 2012 Other Placeholder:         1

Slide:    2 Title:  Forward-Looking Statements and Use of Non-GAAP Financial Measures Body:         This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, interest expense, effective tax rate, merchandising and marketing initiatives and industry growth forecasts. Forward-looking statements are not guarantees of future performance and a variety of factors could cause the Company's actual results to differ materially from the results expressed in the forward-looking statements. These factors include, but are not limited to: if the general economy continues to perform poorly, discretionary spending on goods that are, or are perceived to be, “luxuries” may decrease; the concentration of a substantial portion of the Company’s sales in three, relatively brief selling seasons means that the Company’s performance is more susceptible to disruptions; most of the Company’s sales are of products that include diamonds, precious metals and other commodities, and fluctuations in the availability and pricing of commodities could impact the Company’s ability to obtain and produce products at favorable prices; the Company’s sales are dependent upon mall traffic; the Company operates in a highly competitive industry; the financing market remains difficult, and if we are unable to meet the financial commitments in our current financing arrangements it will be difficult to replace or restructure these arrangements; and changes in regulatory requirements may increase the cost or adversely affect the Company’s operations and its ability to provide consumer credit and write credit insurance. For other factors, see the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 31, 2012. The Company disclaims any obligation to update or revise publicly or otherwise any forward-looking statements to reflect subsequent events, new information or future circumstances, except as required by law.This presentation contains certain non-GAAP measures as defined by SEC rules. One of these non-GAAP measures is EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization.  A second non-GAAP measure is adjusted EBITDA, which is further adjusted to exclude charges related to store closures.  We use these measurements as part of our evaluation of the performance of the Company.  In addition, we believe these measures provide useful information to investors.  Please refer to the appendix at the back of this presentation for a reconciliation of these non-GAAP measures to the most comparable GAAP financial measures.Other Placeholder:       2

Slide:    3 Title:  Q1 Fiscal Year 2013…Continued Progress Body:      Solid Q1 financial performanceComparable store sales up 3.9%...follows a 5.8% rise in Q1 FY12 (1)Eight consecutive quarters of positive compsImproved net loss by $4 million from prior yearFoundation set for HolidayProprietary and exclusive collectionsDiverse marketing campaign across multiple channelsExtensive product, technical and sales training for store personnelExpanded U.S. alternative credit program…Genesis Financial SolutionsAdded omnichannel capabilities…Ship-to-Store introduced in      CanadaOther Placeholder:     3         (1) Comparable Store Sales exclude revenue recognized from warranties. The sales results of new stores are included beginning with the thirteenth full month of operations, and the sales results of closed stores are excluded from the calculation.

Slide:    4 Title:  Foundation Set for Holiday…Merchandise Body:      The Celebration Diamond Collection™Celebration Grand ™Celebration 102™Celebration Fire™Candy Colored Diamonds and Gemstones™ Expanded exclusive branded collectionsVera Wang LOVE…more stores, new SKU’sPersona…new SKU’sTesting additional exclusive merchandiseOther Placeholder:     4

Slide:    5 Title:  Foundation Set for Holiday…Marketing Body:        Other Placeholder:  5         Integrated marketing campaignContinue to build on emotional affinity of The Diamond StoreFocus on exclusive branded collections Increasing use of social media to build brand engagementDedicated Zales branded YouTube channelFacebook, Pinterest and Instagram

Slide:    6 Title:  Q1 Fiscal Year 2013 Financial Highlights Body:    Revenues increased $6.5 million, or 1.8%, to $357.5 millionComparable store sales up 3.9%Superstorm Sandy negatively impacted comparable store sales by approximately 35 bpsPartially offset by 52 net store closures as compared to prior year periodGross margin at $190 million, or 53.2%, compared to $188 million, or 53.5%, in Q1 FY12SG&A expense of $206 million, or 57.7% of revenues, compared to $200 million, or 56.9% of revenues, in Q1 FY12Operating loss of $23 million, or 6.4% of revenues, compared to operating loss of $22 million, or 6.4% of revenues, in Q1 FY12Interest expense of $6 million compared to $10 million in Q1 FY12Net loss of $28 million, or $0.88 per share, improved from Q1 FY12 loss of $32 million, or $0.99 per shareOther Placeholder:   6

Drivers of Improvement in Net Loss Q1 FY12 to Q1 FY13 $3.6 Million Improvement (In Millions of USD) Q1 FY12 Gross Margin Improvement Other (Gains) Charges Increased SG&A Interest Expense Improvement Tax / Other Q1 FY13 ($31.9) ($28.3) $2.3 $2.7 $1.0 $4.1 ($6.5) • Legal settlement • Lower closed store charges • Growth initiatives • Higher benefit costs  

Slide:    8 Title:  Q1 Fiscal Year 2013 Comparable Store Sales Detail Body:     Total Company up 3.9%, following a 5.8% rise in Q1 FY12Up 3.7% at constant exchange ratesU.S. Fine Jewelry brands up 3.9%, following a 7.0% rise in Q1 FY12Canadian Fine Jewelry brands up 5.5%, following a 7.8% rise in Q1 FY12Up 4.0% at constant exchange ratesPiercing Pagoda up 2.0%, following a 1.6% decline in Q1 FY12Other Placeholder:   8

Slide:    9 Title:  Q1 Fiscal Year 2013 Balance Sheet and Liquidity Body:       Cash and cash equivalents of $15 million compared to $30 million at October 31, 2011Inventory stood at $908 million compared to $857 million at October 31, 2011Current net revolver availability at $213 million Fixed charge coverage ratio at 1.57, above key threshold of 1.0Other Placeholder:         9

Slide:    10 Title: Superstorm Sandy Impact Body: Q1 revenue negatively impacted by approximately $1 million and comparable store sales negatively impacted by approximately 35 basis pointsNo major damage to any of our storesSales in Northeast Region were soft in the first half of November…trend improving Other Placeholder:      10

Slide:    11 Title: Appendix Other Placeholder:   11

Slide:    12 Title: Fiscal Year 2013…Path to Profitability Body:      Operating performanceMacroeconomic conditions continue to be uncertain…we are taking a cautionary viewExpect to continue driving positive compsNumber of store closures in line with fiscal year 2012Gross margin rate consistent with fiscal year 2012Expect to achieve leverage on SG&A based on top line growth, while making selective investments in the businessInterest expenseBased on debt refinancing, expect to be approximately $23 to $25 millionIncome tax expenseOverall effective tax rate estimated at ~15% Assumes valuation allowance release to the extent NOL’s used to offset tax on 2013 incomeOther Placeholder:    12        We expect to achieve positive net earnings for fiscal year 2013

‐$97 ‐$90 ‐$55 ‐$42 ‐$3 $14 $14 $32 $31 $42 $57 $55 ‐$120 ‐$100 ‐$80 ‐$60 ‐$40 ‐$20 $0 $20 $40 $60 $80 Q2FY10 Q3 FY10 Q4 FY10 Q1 FY11 Q2 FY11 Q3 FY11 Q4 FY11 Q1 FY12 Q2 FY12 Q3 FY12 Q4 FY12 Q1 FY13 Trailing Twelve Months Adjusted EBITDA (1) (2) ($ in Millions) (1) Adjusted EBITDA is a non‐GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude charges related to store closures. Please refer to the appendix at the back of this presentation for a reconciliation of this non‐GAAP measure to the most comparable GAAP financial measure. 13 (2) Beginning in the first quarter of fiscal 2012, we changed the method of recognizing revenue related to lifetime warranties. The change positively impacted fiscal 2012 revenues by approximately $35 million. (In Millions of USD)  

Reconciliation of Trailing Twelve Months Loss from Continuing Operations to Adjusted EBITDA ($ in Millions) 14 ZALE CORPORATION AND SUBSIDIARIES (In thousands) January 31, 2010 April 30, 2010 July 31, 2010 October 31, 2010 January 31, 2011 April 30, 2011 July 31, 2011 October 31, 2011 January 31, 2012 April 30, 2012 July 31, 2012 October 31, 2012 Loss from continuing operations (138,730) $ (133,816) $ (95,790) $ (133,230) $ (112,659) $ (107,956) $ (112,042) $ (46,609) $ (45,421) $ (39,933) $ (26,896) $ (23,440) $ Interest expense 7,666 7,691 15,657 69,056 76,466 83,165 82,619 37,228 38,197 39,321 44,649 40,562 Income tax (benefit) expense (52,192) (47,618) (28,750) (30,075) (11,647) (3,761) 1,557 980 (1,592) 3,437 1,365 1,480 Depreciation and amortization 55,433 52,573 50,005 47,364 44,753 42,933 41,327 40,493 39,229 38,731 37,887 36,871 EBITDA (127,823) (121,170) (58,878) (46,885) (3,087) 14,381 13,461 32,092 30,413 41,556 57,005 55,473 Store closure adjustments 30,743 30,743 3,426 4,546 46 (219) 285 (337) 609 499 222 (189) Adjusted EBITDA (97,080) $ (90,427) $ (55,452) $ (42,339) $ (3,041) $ 14,162 $ 13,746 $ 31,755 $ 31,022 $ 42,055 $ 57,227 $ 55,284 $ For the Twelve Months Ended  

Store Count by Brand Change from July 31, 2012 to October 31, 2012 Zales Gordon's Outlet Peoples Mappins Total Fine Jewelry Stores Piercing Pagoda Total Retail Locations July 31, 2012 639 147 132 147 59 1,124 654 1,778 Opened ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Closed (2) (3) (2) ‐ ‐ (7) (2) (9) October 31, 2012 637 144 130 147 59 1,117 652 1,769 Change from October 31, 2011 to October 31, 2012 Zales Gordon's Outlet Peoples Mappins Total Fine Jewelry Stores Piercing Pagoda Total Retail Locations October 31, 2011 646 165 132 149 64 1,156 665 1,821 Opened 9 ‐ 1 ‐ ‐ 10 1 11 Closed (18) (21) (3) (2) (5) (49) (14) (63) October 31, 2012 637 144 130 147 59 1,117 652 1,769