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ZALE Corporatlon 2012 ANNUAL REPORT

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ZALE Corporatlon 2012 ANNUAL REPORT ZALE CORPORATION 2012 ANNUAL REPORT Introducing Our Exclusive Collections A B C D A. The Fall Bridal Book Collection B. The Vera Wang LOVE Collection C. Candy Colored Diamonds and Gemstones™ D. The Celebration Diamond Collection™ Letter to our shareholders Dear Fellow Shareholders: • Continued to build and strengthen our core merchandise assortment, reaching our goal of I am pleased to report that the company continued to returning the core to approximately 85% of our make significant progress in fiscal 2012. From both a inventory mix, while we thoughtfully introduced financial and operating perspective, we are building on proprietary brands to our assortment including the the work we began in January 2010. At that time, we Vera Wang LOVE and Persona bead collections. established a multi-year turnaround plan with a goal of returning the business to profitability in fiscal 2013. • Expanded our omnichannel business model to provide guests access to our brands wherever and • Fiscal 2011 (Year One): Stabilize the Business whenever they choose – through web stores, mobile devices, social media and traditional stores. • Fiscal 2012 (Year Two): Establish Sustainable Growth • Implemented a program to provide alternative • Fiscal 2013 (Year Three): Return to Profitability and financing options to our U.S. fine jewelry guests Create Long-Term Shareholder Value who do not qualify for financing through our primary Citi credit program. In Year One, we stabilized the business by securing the financing required to execute the plan. Key elements • Increased organizational effectiveness by making of the plan were rebuilding our core merchandise deliberate, thoughtful investments in people and assortment and investing in our store teams. As a training. result of this work, we achieved positive comp sales in each of the last three quarters of fiscal 2011. As we begin fiscal 2013, we expect to return to profit- ability. Rest assured that the discipline, focus and In Year Two, the fiscal year just completed, I am happy accountability that have characterized the work of the to report that we achieved positive comp sales in last two years will intensify as we raise the bar on every quarter, marking a total of seven consecutive performance and focus on creating sustainable quarters of positive comps. In fiscal 2012, we achieved long-term shareholder value. Specifically, in fiscal 2013 our goal of establishing the foundation for sustainable we plan to: growth. Here are some of the highlights: • Enhance our merchandise assortment with the • Achieved revenue growth of 7.1%, reaching introduction of new, proprietary branded collec- $1.9 billion in annual revenues. tions. This includes a relaunch of The Celebration Diamond Collectionீ with a good, better, best • Delivered a 6.9% increase in comparable store product selection and the introduction of Candy sales, following an 8.1% rise in fiscal 2011. Colored Diamonds and Gemstonesீ in our fashion business. We will also be expanding our • Generated full year operating earnings of successful Vera Wang LOVE Collection by adding $19 million, a $47 million improvement over the new stores and testing new product. prior year, marking the first annual operating profit since fiscal 2008. • Build on our omnichannel capabilities to increase brand awareness and the connection with our • Improved the company’s capital structure by refi- guests. As an example, we will be adding the nancing our debt. This move will result in a Ship-to-Store option in Canada as a result of its reduction of the overall average borrowing cost success in the U.S. from about 8% to about 4% at current interest rates, with an expected annual interest expense • Expand the training programs we will offer our savings of approximately $17 million. store teams, including extensive product training on 17OCT201215194265 new proprietary product launches and the continu- On behalf of your Board of Directors, Senior Leader- ation of technical training through the Diamond ship Team and the 12,500 employees at Zale Council of America certification program. Corporation, we are grateful for your continued support and look forward to reporting on our further • Invest in marketing initiatives which will continue to progress. build emotional affinity to The Diamond Store, as well as support our proprietary merchandise Sincerely, introductions. • Stabilize and grow the Piercing Pagoda business. In closing, during fiscal 2012 we continued to make significant progress and achieved several key mile- 21JUN201014185307 stones. While we have set the stage to return to Theo Killion profitability in fiscal 2013, creating value over the long Chief Executive Officer term will continue to take hard work, focus and dedi- cation. Our team is ready and is excited about the opportunities that lie ahead. We are fully committed. Comparable Store Sales Operating Earnings (Loss) (In Millions) 10% 8.1% $50 6.9% $19.1 $7.2 5% $0 -$27.9 0% -$50 -0.7% -5% -$100 -6.6% -$115.4 -10% -$150 -15% -$200 -16.6% -$209.0 -20% -$250 FY 2008 FY 2009 FY 2010 FY 201115OCT201215323062 FY 2012 FY 2008 FY 2009 FY 2010 FY 201115OCT201215323228 FY 2012 17OCT201215194265 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Annual Report for the fiscal year ended July 31, 2012 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 1-04129 901 W. Walnut Hill Lane Irving, Texas 75038-1003 (972) 580-4000 Zale Corporation’s common stock, par value $0.01 per share, is registered pursuant to Section 12 (b) of the Securities Exchange Act of 1934 (the ‘‘Act’’) and is listed on the New York Stock Exchange. Zale Corporation does not have any securities registered under Section 12(g) of the Act. Zale Corporation is not a well-known seasoned issuer. Zale Corporation is required to file reports pursuant to Section 13 of the Act. Zale Corporation (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Zale Corporation has submitted electronically and posted on the Company’s website all Interactive Data Files required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Disclosure of the delinquent filers pursuant to Item 405 of Regulation S-K will not be contained in our definitive Proxy Statement, portions of which are incorporated by reference in Part III of this Form 10-K. Zale Corporation is an accelerated filer. Zale Corporation is not a shell company. The aggregate market value of Zale Corporation’s common stock (based upon the closing sales price quoted on the New York Stock Exchange) held by non-affiliates as of January 31, 2012 was $91,399,631. For this purpose, directors and officers have been assumed to be affiliates. As of September 24, 2012, 32,343,596 shares of Zale Corporation’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE. Portions of Zale Corporation’s definitive Proxy Statement for the 2012 Annual Meeting of Stockholders to be held on December 6, 2012 are incorporated by reference into Part III. ZALE CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS Page PART I. Item 1. Business ..................................................... 1 Item 1A. Risk Factors .................................................. 9 Item 1B. Unresolved Staff Comments ...................................... 13 Item 2. Properties .................................................... 13 Item 3. Legal Proceedings and Other Matters ............................... 14 Item 4. Mine Safety Disclosures ......................................... 14 Item 4A. Executive Officers of the Registrant ................................. 14 PART II. Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .............................. 17 Item 6. Selected Financial Data .......................................... 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ................................................. 21 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............... 34 Item 8. Financial Statements and Supplementary Data ......................... 35 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .................................................. 35 Item 9A. Controls and Procedures ......................................... 35 Item 9B. Other Information ............................................. 36 PART III. Item 10. Directors, Executive Officers and Corporate Governance .................. 37 Item 11. Executive Compensation ......................................... 37 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ........................................... 37 Item 13. Certain Relationships and Related Transactions, and Director Independence . 37 Item 14. Principal Accountant Fees and Services .............................. 37 PART IV. Item 15. Exhibits and Financial Statements Schedules ........................... 38 PART I ITEM 1. BUSINESS General References to the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our’’ in this Form 10-K are references to Zale Corporation and its subsidiaries. We are, through our wholly owned subsidiaries, a leading specialty retailer of fine jewelry in North America. At July 31, 2012, we operated 1,124 specialty retail jewelry
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