8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549


________________________

FORM 8-K


Current Report

Dated February 27, 2014


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 February 27, 2014, Zale Corporation (“Zale”) issued a press release reporting its financial results for the three months ended January 31, 2014.  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 8.01 Other Events.

          On February 27, 2014, Zale issued the press release described in Item 2.02 above and attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

          99.1      Press release

          99.2      Investor presentation

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Signet. In connection with the proposed acquisition, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form. Stockholders of the Company are urged to read all relevant documents filed with the SEC, including the Company's proxy statement when it becomes available, because they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC’s web site, http://www.sec.gov, or for free from the Company by contacting Zale Investor Relations by phone at (972) 580-4391 or by email at ir@zalecorp.com.

Participants in the Solicitation

Signet, the Company and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about Signet’s directors and executive officers is set forth in Signet’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2013, and its Form 8-Ks filed with the SEC on July 9, 2013 and July 11, 2013. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on October 2, 2013, and its Annual Report on Form 10-K for the fiscal year ended July 31, 2013, which was filed with the SEC on September 27, 2013. Information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, is set forth in the materials filed by the Company with the SEC, and will be set forth in the proxy statement relating to the proposed transaction when it becomes available.

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
		By:	/s/ THOMAS A. HAUBENSTRICKER
			Thomas A. Haubenstricker
			Senior Vice President,
			Chief Financial Officer
Date:	February 27, 2014

EX-99.1

Exhibit 99.1

Zale Corporation Reports Second Quarter Fiscal 2014 Results

• Zales branded stores up 3.9 percent; Peoples branded stores up 2.7 percent at constant exchange rates
• Overall comparable store sales up 1.9 percent at constant exchange rates
• Gross margin up 240 basis points
• Operating margin up 150 basis points
• Net earnings up $10 million; diluted earnings per share up $0.11 to $1.13
• Definitive agreement for Signet Jewelers to acquire Zale was announced on February 19, 2014

DALLAS--(BUSINESS WIRE)--February 27, 2014--Zale Corporation (NYSE: ZLC) today reported its financial results for the second quarter ended January 31, 2014.

Second Quarter Fiscal 2014 Results

Revenues were $656 million compared to $671 million in the second quarter of fiscal 2013. The decrease in revenues is primarily due to the net decrease of 86 stores compared to last year and a decline in the Canadian exchange rate, partially offset by the 1.9 percent constant currency comparable store sales growth.

For the second quarter of fiscal 2014, comparable store sales increased 1.9 percent at constant exchange rates, or 0.6 percent on a U.S. dollar reported basis. This increase follows a 2.2 percent rise at constant exchange rates, or a 2.8 percent rise on a U.S. dollar reported basis, in the same period last year.

Comparable Store Sales Detail
	Q2 Fiscal 2014				Q2 Fiscal 2013
Brand	U.S. Dollar		At Constant Exchange Rates		U.S. Dollar		At Constant Exchange Rates
Zales/Zales Outlet	3.9	%	3.9	%	3.6	%	3.6	%
Gordon's	(4.5	%)	(4.5	%)	(3.3	%)	(3.3	%)
U.S. Fine Jewelry	3.1	%	3.1	%	2.8	%	2.8	%
Peoples	(4.3	%)	2.7	%	6.4	%	3.0	%
Mappins	(11.4	%)	(4.9	%)	(5.6	%)	(8.6	%)
Canadian Fine Jewelry	(5.6	%)	1.3	%	3.8	%	0.5	%
Total Fine Jewelry	1.3	%	2.7	%	3.0	%	2.3	%
Piercing Pagoda	(4.6	%)	(4.6	%)	1.0	%	1.0	%
Total Company	0.6	%	1.9	%	2.8	%	2.2	%

All comparable store sales include the associated ecommerce businesses.

Gross margin on sales was $348 million, or 53.0 percent, an increase of 240 basis points compared to $340 million, or 50.6 percent, in the second quarter of fiscal 2013. The gross margin improvement is primarily due to the benefits generated from our sourcing initiatives, our disciplined promotional cadence throughout the holiday selling period and a favorable commodity cost environment. Selling, general and administrative expenses were $280 million, or 42.7 percent of revenues compared to $279 million, or 41.6 percent of revenues, in the second quarter of fiscal 2013. This increase was primarily due to higher holiday marketing expenses. Operating earnings were $60 million, or 9.1 percent of revenues, compared to operating earnings of $51 million, or 7.6 percent of revenues, in the same quarter in the prior year.

For the quarter ending January 31, 2014, interest expense was $6 million, flat with the second quarter of fiscal 2013. Income tax expense was $3 million compared to $4 million in the second quarter of fiscal 2013.

Net earnings were $51 million, or $1.13 per diluted share, compared to net earnings of $41 million, or $1.02 per diluted share, in the second quarter of fiscal 2013.

Inventory at January 31, 2014 stood at $864 million, compared to $837 million on January 31, 2013. The Company had outstanding debt of $445 million on January 31, 2014, a reduction of $29 million compared to $474 million on January 31, 2013.

First Half Fiscal 2014 Results

For the six months ended January 31, 2014, revenues were $1.0 billion, a decrease of $9 million compared to the same period last year. Comparable store sales increased 3.0 percent at constant exchange rates, or 1.9 percent on a U.S. dollar reported basis, in the first half of 2014. This increase follows a 2.7 percent rise at constant exchange rates, or a 3.2 percent rise on a U.S. dollar reported basis, in the same period last year. Operating earnings were $37 million, or 3.7 percent of revenues, compared to $28 million, or 2.7 percent of revenues, in the first half of fiscal 2013. Net earnings were $23 million, or $0.52 per diluted share, compared to net earnings of $13 million, or $0.32 per diluted share, in the same period last year.

Other Recent Developments

On February 19, 2014, Signet Jewelers Limited and Zale Corporation announced they have entered into a definitive agreement for Signet to acquire all of the issued and outstanding stock of Zale for $21.00 per share in cash consideration. The transaction is subject to Zale stockholder approval, certain regulatory approvals and customary closing conditions. The transaction is anticipated to close by the end of 2014. Please refer to the Form 8-K filed by the Company on February 19, 2014, for more information.

Conference Call

Zale management will host a conference call today at 9:00 a.m. ET to discuss second quarter fiscal 2014 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 4393764. 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 diamond and other jewelry products in North America, operating approximately 1,660 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 webstores 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, earnings, 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 performs 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; if the Company does not achieve targeted sales growth its operating results and earnings will be adversely impacted; 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; 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; the Company's and Signet Jewelers Limited's ("Signet") ability to consummate the proposed acquisition of the Company by Signet; the conditions to the completion of the proposed transaction being satisfied, including the receipt of stockholder approval and applicable regulatory approvals; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, competitors or suppliers) may be greater than expected following the announcement of the proposed transaction; and the retention of certain key employees of the Company may be difficult. Additional information and other factors are contained in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2013, and subsequent reports on Form 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”). Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by the Company, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date of this communication, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after such date.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Signet. In connection with the proposed acquisition, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form. Stockholders of the Company are urged to read all relevant documents filed with the SEC, including the Company's proxy statement when it becomes available, because they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC’s web site, http://www.sec.gov, or for free from the Company by contacting Zale Investor Relations by phone at (972) 580-4391 or by email at ir@zalecorp.com.

Participants in the Solicitation

Signet, the Company and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about Signet’s directors and executive officers is set forth in Signet’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2013, and its Form 8-Ks filed with the SEC on July 9, 2013 and July 11, 2013. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on October 2, 2013, and its Annual Report on Form 10-K for the fiscal year ended July 31, 2013, which was filed with the SEC on September 27, 2013. Information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, is set forth in the materials filed by the Company with the SEC, and will be set forth in the proxy statement relating to the proposed transaction when it becomes available.

ZALE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2014			2013			2014			2013
Revenues	$	656,449		$	670,752		$	1,019,063		$	1,028,220
Cost of sales		308,830			331,101			477,656			498,234
Gross margin		347,619			339,651			541,407			529,986
% of Revenue		53.0	%		50.6	%		53.1	%		51.5	%
Selling, general and administrative		280,148			279,064			488,306			485,529
% of Revenue		42.7	%		41.6	%		47.9	%		47.2	%
Depreciation and amortization		7,461			8,388			15,122			17,034
Other charges (gains)		488			926			488			(847	)
Operating earnings		59,522			51,273			37,491			28,270
% of Revenue		9.1	%		7.6	%		3.7	%		2.7	%
Interest expense		6,096			6,088			11,706			11,930
Earnings before income taxes		53,426			45,185			25,785			16,340
Income tax expense		2,640			3,977			2,305			3,396
Net earnings	$	50,786		$	41,208		$	23,480		$	12,944
Basic net earnings per common share	$	1.54		$	1.27		$	0.72		$	0.40
Diluted net earnings per common share	$	1.13		$	1.02		$	0.52		$	0.32
Weighted average number of common shares outstanding
Basic		32,919			32,426			32,827			32,362
Diluted		45,022			40,305			44,837			40,470

ZALE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
	January 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	23,251		$	18,516
Merchandise inventories		864,275			836,624
Other current assets		48,260			51,311
Total current assets		935,786			906,451
Property and equipment		666,000			688,558
Less accumulated depreciation and amortization		(562,286	)		(575,646	)
Net property and equipment		103,714			112,912
Other assets		241,204			248,115
Total assets	$	1,280,704		$	1,267,478
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable and accrued liabilities	$	276,907		$	263,384
Deferred revenue		81,667			86,813
Deferred tax liability		107,479			97,233
Total current liabilities		466,053			447,430
Long-term debt		445,267			473,975
Deferred revenue – long-term		105,004			115,664
Other liabilities		72,307			36,504
Stockholders’ investment		192,073			193,905
Total liabilities and stockholders’ investment	$	1,280,704		$	1,267,478

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

EX-99.2

Exhibit 99.2

Second Quarter Fiscal Year 2014 Earnings Call February 27, 2014 1

Forward-Looking Statements and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, 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 performs 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; if the Company does not achieve targeted sales growth its operating results and earnings will be adversely impacted; 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; 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; the Company's and Signet Jewelers Limited's ("Signet") ability to consummate the proposed acquisition of the Company by Signet; the conditions to the completion of the proposed transaction being satisfied, including the receipt of stockholder approval and applicable regulatory approvals; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, competitors or suppliers) may be greater than expected following the announcement of the proposed transaction; and the retention of certain key employees of the Company may be difficult. Additional information and other factors are contained in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2013, and subsequent reports on Form 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”). Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by the Company, you should not place undue reliance on any such forward-looking statements. Further, any forwardlooking statement speaks only as of the date of this communication, and the Company undertakes no obligation to update any forwardlooking statement to reflect events or circumstances after such date. 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. 2

Q2 FY14 Performance Comparable store sales (1) Up 1.9% at constant exchange rates Zales branded stores up 3.9%...follows a 3.6% rise in Q2 FY13 Peoples branded stores up 2.7% at constant exchange rates…follows a 3.0% rise in Q2 FY13 Significant margin and earnings improvement Gross margin up 240 basis points Operating margin up 150 basis points Net income improved $10 million; diluted earnings per share improved $0.11 to $1.13 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. Comparable store sales include associated ecommerce businesses.3

Q2 FY14…Keys to our Performance Compelling merchandise Exclusive, branded collections Vera Wang LOVE The Celebration Diamond Collection® New fashion product…The Heart Within™ Candy Colored Diamonds and Gemstones™ Arctic Brilliance Canadian Diamonds™ Core national brands…Zales and Peoples Multi-channel marketing campaign Strong ecommerce business Merchandise sourcing activities and disciplined promotionalcadence drove gross margin improvement 4

Definitive Merger Agreement Announced February 19, 2014 Signet to acquire all of the issued and outstanding stock of Zale for $21.00 per share in cash consideration Subject to Zale stockholder approval, certain regulatory approvals and customary closing conditions Anticipated to close by the end of calendar 2014 See the Form 8-K filed by the Company on February 19, 2014, for more information 5

Q2 Fiscal Year 2014 Financial Highlights (1) Revenues decreased $14 million to $656 million Comparable store sales up 1.9 percent at constant exchange rates Offset by 86 net store closures and impact of Canadian exchange rate Gross margin of $348 million, or 53.0%, compared to $340 million, or 50.6% SG&A expense of $280 million, or 42.7% of revenues, compared to $279 million, or 41.6% of revenues Operating earnings of $60 million, or 9.1% of revenues,compared to operating earnings of $51 million, or 7.6% of revenues Interest expense of $6 million, flat with prior year quarter Income tax expense of $3 million compared to $4 million Net earnings of $51 million, or $1.13 per diluted share, an improvement of $10 million, or $0.11 per diluted share 6 (1) All comparisons are to Q2 Fiscal Year 2013

Drivers of Improvement in Net Earnings Q2 FY13 to Q2 FY14 $9.6 Million Improvement (In Millions of USD) Q2 FY13 Gross Margin Improvement Higher SG&A Tax / Other Q2 FY14$41.2 $50.8 ($1.1) $8.0 $2.7 7

Q2 FY14 Comparable Store Sales Detail Q2 FY14 Q2 FY13 Brand (% of Revenue) U.S. Dollar At Constant Exchange Rates U.S. Dollar At Constant Exchange Rates Zales/Zales Outlet (65%) +3.9% +3.9% +3.6% +3.6% Gordon’s (7%) -4.5% -4.5% -3.3% -3.3% U.S. Fine Jewelry (72%) +3.1% +3.1% +2.8% +2.8% Peoples (14%) -4.3% +2.7% +6.4% +3.0% Mappins (3%) -11.4% -4.9% -5.6% -8.6% Canadian Fine Jewelry (17%) -5.6% +1.3% +3.8% +0.5% Total Fine Jewelry (89%) +1.3% +2.7% +3.0% +2.3% Piercing Pagoda (11%) -4.6% -4.6% +1.0% +1.0% Total Company +0.6% +1.9% +2.8% +2.2% Revenues of $656 million compared to $671 million in prior year period Total comparable store sales up 1.9% at constant exchange rates Core national brands: Zales up 3.9% Peoples up 2.7% at constant exchange rates 8

Q2 Fiscal Year 2014 Balance Sheet and Liquidity Cash and cash equivalents of $23.3 million compared to $18.5 million at January 31, 2013 Inventory stood at $864 million compared to $837 million at January 31, 2013 First half FY14 capital expenditures of $18 million compared to $13 million in prior year period Total debt at $445 million, down $29 million from $474 million at January 31, 2013 Current net revolver availability at $259 million Fixed charge coverage ratio at 2.47, above key threshold of 1.0 9

Fiscal Year 2014 Expectations Excludes Impact from the Proposed Transaction with Signet Announced February 19, 2014 Revenue Performance Positive comps driven by Zales and Peoples and by increased penetration of exclusive, branded product Offset by net store closures (approximately 280 basis points) and impact of Canadian exchange rate Majority of closures in our regional brands, Gordon’s and Mappins, and in Pagoda Total net closures now expected to be 70 to 75 retail locations Operating margin expansion of 50+ basis points Net benefits from sourcing efficiencies and commodity costs Partially offset by higher investments in SG&A Tax expense of about $2 to $3 million Interest expense approximately flat with FY13 Diluted share count expected to be approximately 46 million at current stock price Capital expenditures of $45 to $50 million New store openings and remodels in core brands IT infrastructure investments – point-of-sale systems and store modernization 10

Appendix 11

Q2 and YTD Fiscal 2014 Revenue Walk ($ in Millions) (1) At constant exchange rates Q2 Fiscal 2014 Q2 Fiscal 2013 Reported Revenues 656 $ 671 $ Open / Closed Stores (1) (18) Currency - (8) Warranty (40) (41) Insurance / Other (4) (4) Comparable Store Sales Revenue (1) 611 $ 600 $ 1.9% YTD FY14 YTD FY13 Reported Revenues 1,019 $ 1,028 $ Open / Closed Stores (3) (28) Currency - (10) Warranty (74) (76) Insurance / Other (7) (6) Comparable Store Sales Revenue (1) 935 $ 908 $ 3.0% 12

YTD Fiscal Year 2014 Financial Highlights (1) Revenues decreased $9 million to $1.02 billion Comparable store sales up 3% at constant exchange rates Partially offset by 86 net store closures as compared to prior year period and impact of Canadian exchange rate Gross margin of $541 million, or 53.1%, compared to $530 million, or 51.5% SG&A expense of $488 million, or 47.9% of revenues, compared to $486 million, or 47.2% of revenues Operating earnings of $37 million, or 3.7% of revenues, compared to operating earnings of $28 million, or 2.7% of revenues Interest expense of $12 million, flat with prior year period Net earnings of $23 million, or $0.52 per diluted share, an increase of $0.20 per diluted share 13 (1) All comparisons are to First Half Fiscal Year 2013

Drivers of Improvement in Net Earnings YTD FY13 to YTD FY14 $10.6 Million Improvement (In Millions of USD) YTD FY13 Gross Margin Improvement Higher SG&A Tax / Other YTD FY14 $12.9 $23.5 ($2.8) $11.4 $2.0 14

YTD FY14 Comparable Store Sales Detail YTD FY14 YTD FY13 Brand (% of Revenue) U.S. Dollar At Constant Exchange Rates U.S. Dollar At Constant Exchange Rates Zales/Zales Outlet (65%) +5.1% +5.1% +4.0% +4.0% Gordon’s (7%) -4.3% -4.3% -3.0% -3.0% U.S. Fine Jewelry (72%) +4.1% +4.1% +3.2% +3.2% Peoples (14%) -1.8% +4.6% +7.2% +4.4% Mappins (3%) -8.2% -2.2% -5.6% -8.1% Canadian Fine Jewelry (17%) -3.0% +3.3% +4.4% +1.6% Total Fine Jewelry (89%) +2.6% +4.0% +3.4% +2.9% Piercing Pagoda (11%) -3.5% -3.5% +1.4% +1.4% Total Company +1.9% +3.0% +3.2% +2.7% Revenues of $1.02 billion compared to $1.03 billion in prior year period Total comparable store sales up 3.0% at constant exchange rates Core national brands: Zales up 5.1% Peoples up 4.6% at constant exchange rates 15

-$91-$56-$43-$4 $13 $13 $31 $30 $41 $56 $54 $62 $65 $68 $69 $76-$100-$80-$60-$40-$20 $0 $20 $40 $60 $80 $100Q3FY10 Q4FY10 Q1FY11 Q2FY11 Q3FY11 Q4FY11 Q1FY12 Q2FY12 Q3FY12 Q4FY12 Q1FY13 Q2FY13 Q3FY13 Q4FY13 Q1FY14 Q2FY14 Trailing Twelve Months Adjusted EBITDA (1) (2) (3) (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. 16 (In Millions of USD) (3) Beginning in the first quarter of fiscal year 2012, we changed the method of recognizing revenue related to lifetime warranties. The change positively impacted fiscal year 2012 revenues by approximately $35 million. (2) Certain prior year amounts have been reclassified to conform to our fiscal year 2014 presentation.16

Reconciliation of Trailing Twelve Months Earnings (Loss) from Continuing Operations to Adjusted EBITDA(1) (2) (2) Beginning in the first quarter of fiscal year 2012, we changed the method of recognizing revenue related to lifetime warranties.The change positively impacted fiscal year 2012 revenues by approximately $35 million.(1) Certain prior year amounts have been reclassified to conform to our fiscal year 2014 presentation.ZALE CORPORATION AND SUBSIDIARIES (In thousands) For the Twelve Months Ended 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 January 31, 2013 April 30, 2013 July 31, 2013 October 31, 2013 January 31, 2014 Earnings (loss) from continuing operations $ (133,816) $ (95,790) $ (133,230) $ (112,659) $ (107,956) $ (112,042) $ (46,609) $ (45,421) $ (39,933) $ (26,896) $ (23,440) $ (11,162) $ (1,670) $ 10,012 $ 10,970 $20,548 Interest expense 7,691 15,657 69,056 76,466 83,165 82,619 37,228 38,197 39,321 44,649 40,562 36,221 32,112 23,183 22,950 22,958 Income tax (benefit) expense (47,618) (28,750) (30,075) (11,647) (3,761) 1,557 980 (1,592) 3,437 1,365 1,480 1,624 (36) 1,924 2,169 832 Depreciation and amortization 51,676 49,085 46,444 43,831 42,007 40,392 39,549 38,279 37,779 36,936 35,942 35,280 34,368 32,960 31,975 31,048 EBITDA (122,067) (59,798) (47,805) (4,009) 13,455 12,526 31,148 29,463 40,604 56,054 54,544 61,963 64,774 68,079 68,064 75,386 Store closure adjustments 30,743 3,426 4,546 46 (219) 285 (337) 609 499 222 (189) (256) 201 324 682 697 Adjusted EBITDA $ (91,324) $ (56,372) $ (43,259) $ (3,963) $ 13,236 $ 12,811 $ 30,811 $ 30,072 $ 41,103 $ 56,276 $ 54,355 $ 61,707 $ 64,975 $ 68,403 $ 68,746 $ 76,083 17

18 Store Count by Brand Change from October 31, 2013 to January 31, 2014 Zales Gordon's Outlet Peoples Mappins Total Fine Jewelry Stores Piercing Pagoda Total Retail Locations October 31, 2013 612 119 127 146 53 1,057 625 1,682 Opened 2 - - - - 2 – 2 Closed (11) (9) (1) - (1) (22) (2) (24) January 31, 2014 603 110 126 146 52 1,037 623 1,660 Change from January 31, 2013 to January 31, 2014 Zales Gordon's Outlet Peoples Mappins Total Fine Jewelry Stores Piercing Pagoda Total Retail Locations January 31, 2013 631 136 130 147 59 1,103 643 1,746 Opened 2 - 1 - - 3 11 14 Closed (30) (26) (5) (1) (7) (69) (31) (100) January 31, 2014 603 110 126 146 52 1,037 623 1,660  18

Additional Information Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Signet. In connection with the proposed acquisition, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form. Stockholders of the Company are urged to read all relevant documents filed with the SEC, including the Company's proxy statement when it becomes available, because they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC’s web site, http://www.sec.gov, or for free from the Company by contacting Zale Investor Relations by phone at (972) 580-4391 or by email at ir@zalecorp.com. Participants in the Solicitation Signet, the Company and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about Signet’s directors and executive officers is set forth in Signet’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2013, and its Form 8-Ks filed with the SEC on July 9, 2013 and July 11, 2013. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on October 2, 2013, and its Annual Report on Form 10-K for the fiscal year ended July 31, 2013, which was filed with the SEC on September 27, 2013. Information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, is set forth in the materials filed by the Company with the SEC, and will be set forth in the proxy statement relating to the proposed transaction when it becomes available. 19