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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/27/13 Zale Corp 10-K 7/31/13 172:16M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Form 10-K Fiscal Year Ended July 31, 2013 HTML 899K
2: EX-10.11 Base Salaries and Target Bonus HTML 48K
3: EX-10.18 Private Label Credit Card Program HTML 494K
4: EX-23.1 Consent of Ernst & Young LLP HTML 42K
11: EX-99.1 Audit Committee Charter HTML 73K
12: EX-99.2 Compensation Committee Charter HTML 57K
13: EX-99.3 Nominating/Corporate Governance Committee Charter HTML 61K
5: EX-31.1 Certification of CEO Pursuant to Section 302 HTML 46K
6: EX-31.2 Certification of Cao Pursuant to Section 302 HTML 46K
7: EX-31.3 Certification of CFO Pursuant to Section 302 HTML 46K
8: EX-32.1 Certification of CEO Pursuant to Section 906 HTML 41K
9: EX-32.2 Certification of Cao Pursuant to Section 906 HTML 41K
10: EX-32.3 Certification of CFO Pursuant to Section 906 HTML 42K
166: R1 Document and Entity Information HTML 69K
105: R2 Consolidated Statements of Operations HTML 137K
98: R3 Consolidated Statements of Comprehensive Income HTML 61K
(Loss)
27: R4 Consolidated Balance Sheets HTML 140K
102: R5 Consolidated Balance Sheets (Parenthetical) HTML 55K
68: R6 Consolidated Statements of Cash Flows HTML 158K
139: R7 Consolidated Statements of Stockholders' HTML 76K
Investment (Equity)
71: R8 Summary of Significant Accounting Policies HTML 75K
79: R9 Fair Value Measurements HTML 71K
28: R10 Other Current Assets HTML 49K
74: R11 Property and Equipment, Net HTML 53K
138: R12 Goodwill HTML 48K
129: R13 Other Assets HTML 48K
99: R14 Investments HTML 63K
159: R15 Accounts Payable and Accrued Liabilities HTML 50K
135: R16 Long-Term Debt HTML 64K
24: R17 Other Liabilities HTML 49K
35: R18 Other (Gains) Charges HTML 51K
158: R19 Leases HTML 64K
164: R20 Income Taxes HTML 109K
169: R21 Stock-Based Compensation HTML 74K
162: R22 Earnings (Loss) Per Common Share HTML 54K
117: R23 Accumulated Other Comprehensive Income HTML 65K
29: R24 Segments HTML 87K
66: R25 Contingencies HTML 50K
45: R26 Deferred Revenue HTML 53K
44: R27 Retirement Plans HTML 51K
81: R28 Quarterly Results From Continuing Operations HTML 62K
(Unaudited)
116: R29 Summary of Significant Accounting Policies HTML 165K
(Policies)
132: R30 Fair Value Measurements (Tables) HTML 61K
53: R31 Other Current Assets (Tables) HTML 49K
82: R32 Property and Equipment, Net (Tables) HTML 52K
148: R33 Goodwill (Tables) HTML 50K
48: R34 Other Assets (Tables) HTML 48K
126: R35 Investments (Tables) HTML 66K
127: R36 Accounts Payable and Accrued Liabilities (Tables) HTML 50K
86: R37 Long-Term Debt (Tables) HTML 58K
43: R38 Other Liabilities (Tables) HTML 49K
123: R39 Other (Gains) Charges (Tables) HTML 49K
51: R40 Leases (Tables) HTML 65K
80: R41 Income Taxes (Tables) HTML 117K
134: R42 Stock-Based Compensation (Tables) HTML 71K
61: R43 Earnings (Loss) Per Common Share (Tables) HTML 51K
118: R44 Accumulated Other Comprehensive Income (Tables) HTML 61K
97: R45 Segments (Tables) HTML 85K
47: R46 Deferred Revenue (Tables) HTML 50K
144: R47 Quarterly Results From Continuing Operations HTML 61K
(Unaudited) (Tables)
40: R48 Summary of Significant Accounting Policies HTML 79K
(Details)
52: R49 Summary of Significant Accounting Policies HTML 48K
(Details 2)
96: R50 Summary of Significant Accounting Policies HTML 84K
(Details 3)
109: R51 Summary of Significant Accounting Policies HTML 48K
(Details 4)
142: R52 Summary of Significant Accounting Policies HTML 45K
(Details 5)
25: R53 Summary of Significant Accounting Policies HTML 50K
(Details 6)
121: R54 Fair Value Measurements (Details) HTML 65K
90: R55 Other Current Assets (Details) HTML 65K
33: R56 Property and Equipment, Net (Details) HTML 54K
42: R57 Goodwill (Details) HTML 70K
103: R58 Other Assets (Details) HTML 55K
153: R59 Investments (Details) HTML 113K
172: R60 Accounts Payable and Accrued Liabilities (Details) HTML 63K
171: R61 Long-Term Debt (Details) HTML 197K
130: R62 Long-Term Debt (Details 2) HTML 68K
60: R63 Long-Term Debt (Details 3) HTML 47K
55: R64 Other Liabilities (Details) HTML 58K
122: R65 Other (Gains) Charges (Details) HTML 63K
151: R66 Leases (Details) HTML 119K
31: R67 Income Taxes (Details) HTML 237K
161: R68 Stock-Based Compensation (Details) HTML 196K
62: R69 Earnings (Loss) Per Common Share (Details) HTML 71K
87: R70 Accumulated Other Comprehensive Income (Details) HTML 66K
83: R71 Segments (Details) HTML 99K
58: R72 Contingencies (Details) HTML 46K
75: R73 Deferred Revenue (Details) HTML 94K
137: R74 Retirement Plans (Details) HTML 54K
113: R75 Quarterly Results From Continuing Operations HTML 72K
(Unaudited) (Details)
94: XML IDEA XML File -- Filing Summary XML 173K
170: XML.R1 Document and Entity Information XML 205K
77: XML.R2 Consolidated Statements of Operations XML 375K
115: XML.R3 Consolidated Statements of Comprehensive Income XML 126K
(Loss)
93: XML.R4 Consolidated Balance Sheets XML 317K
89: XML.R5 Consolidated Balance Sheets (Parenthetical) XML 108K
22: XML.R6 Consolidated Statements of Cash Flows XML 472K
107: XML.R7 Consolidated Statements of Stockholders' XML 711K
Investment (Equity)
21: XML.R8 Summary of Significant Accounting Policies XML 87K
59: XML.R9 Fair Value Measurements XML 91K
85: XML.R10 Other Current Assets XML 66K
72: XML.R11 Property and Equipment, Net XML 69K
64: XML.R12 Goodwill XML 65K
145: XML.R13 Other Assets XML 64K
76: XML.R14 Investments XML 82K
163: XML.R15 Accounts Payable and Accrued Liabilities XML 67K
111: XML.R16 Long-Term Debt XML 81K
108: XML.R17 Other Liabilities XML 66K
114: XML.R18 Other (Gains) Charges XML 68K
50: XML.R19 Leases XML 85K
101: XML.R20 Income Taxes XML 142K
131: XML.R21 Stock-Based Compensation XML 95K
136: XML.R22 Earnings (Loss) Per Common Share XML 70K
147: XML.R23 Accumulated Other Comprehensive Income XML 83K
84: XML.R24 Segments XML 112K
39: XML.R25 Contingencies XML 62K
156: XML.R26 Deferred Revenue XML 69K
112: XML.R27 Retirement Plans XML 63K
157: XML.R28 Quarterly Results From Continuing Operations XML 81K
(Unaudited)
30: XML.R29 Summary of Significant Accounting Policies XML 265K
(Policies)
128: XML.R30 Fair Value Measurements (Tables) XML 81K
125: XML.R31 Other Current Assets (Tables) XML 66K
38: XML.R32 Property and Equipment, Net (Tables) XML 68K
160: XML.R33 Goodwill (Tables) XML 65K
36: XML.R34 Other Assets (Tables) XML 65K
165: XML.R35 Investments (Tables) XML 89K
150: XML.R36 Accounts Payable and Accrued Liabilities (Tables) XML 67K
143: XML.R37 Long-Term Debt (Tables) XML 78K
146: XML.R38 Other Liabilities (Tables) XML 66K
92: XML.R39 Other (Gains) Charges (Tables) XML 66K
69: XML.R40 Leases (Tables) XML 91K
168: XML.R41 Income Taxes (Tables) XML 169K
124: XML.R42 Stock-Based Compensation (Tables) XML 103K
155: XML.R43 Earnings (Loss) Per Common Share (Tables) XML 68K
37: XML.R44 Accumulated Other Comprehensive Income (Tables) XML 81K
110: XML.R45 Segments (Tables) XML 112K
65: XML.R46 Deferred Revenue (Tables) XML 66K
106: XML.R47 Quarterly Results From Continuing Operations XML 80K
(Unaudited) (Tables)
95: XML.R48 Summary of Significant Accounting Policies XML 344K
(Details)
54: XML.R49 Summary of Significant Accounting Policies XML 165K
(Details 2)
119: XML.R50 Summary of Significant Accounting Policies XML 476K
(Details 3)
56: XML.R51 Summary of Significant Accounting Policies XML 142K
(Details 4)
70: XML.R52 Summary of Significant Accounting Policies XML 93K
(Details 5)
23: XML.R53 Summary of Significant Accounting Policies XML 130K
(Details 6)
141: XML.R54 Fair Value Measurements (Details) XML 566K
152: XML.R55 Other Current Assets (Details) XML 118K
46: XML.R56 Property and Equipment, Net (Details) XML 196K
49: XML.R57 Goodwill (Details) XML 365K
26: XML.R58 Other Assets (Details) XML 98K
154: XML.R59 Investments (Details) XML 698K
88: XML.R60 Accounts Payable and Accrued Liabilities (Details) XML 117K
78: XML.R61 Long-Term Debt (Details) XML 4.02M
73: XML.R62 Long-Term Debt (Details 2) XML 316K
149: XML.R63 Long-Term Debt (Details 3) XML 119K
120: XML.R64 Other Liabilities (Details) XML 136K
41: XML.R65 Other (Gains) Charges (Details) XML 200K
57: XML.R66 Leases (Details) XML 550K
67: XML.R67 Income Taxes (Details) XML 740K
32: XML.R68 Stock-Based Compensation (Details) XML 876K
63: XML.R69 Earnings (Loss) Per Common Share (Details) XML 238K
100: XML.R70 Accumulated Other Comprehensive Income (Details) XML 379K
20: XML.R71 Segments (Details) XML 1.40M
133: XML.R72 Contingencies (Details) XML 105K
104: XML.R73 Deferred Revenue (Details) XML 1.34M
34: XML.R74 Retirement Plans (Details) XML 203K
140: XML.R75 Quarterly Results From Continuing Operations XML 345K
(Unaudited) (Details)
91: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.19M
14: EX-101.INS XBRL Instance -- zlc-20130731 XML 1.85M
16: EX-101.CAL XBRL Calculations -- zlc-20130731_cal XML 288K
17: EX-101.DEF XBRL Definitions -- zlc-20130731_def XML 919K
18: EX-101.LAB XBRL Labels -- zlc-20130731_lab XML 3.14M
19: EX-101.PRE XBRL Presentations -- zlc-20130731_pre XML 1.57M
15: EX-101.SCH XBRL Schema -- zlc-20130731 XSD 277K
167: ZIP XBRL Zipped Folder -- 0001047469-13-009367-xbrl Zip 239K
Exhibit 99.1
ZALE CORPORATION
AUDIT COMMITTEE CHARTER
(As of September 2010)
Purposes
The primary purposes of the Audit Committee are to assist the Board in its oversight of (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence and (4) the performance of the Company’s internal audit function and independent auditors. Its responsibilities in that regard include:
· Reviewing the financial reports and other financial information provided by the Company to any governmental or other regulatory body and monitoring any public distribution or other uses thereof;
· Reviewing the annual independent audit of the Company’s financial statements;
· Reviewing the Company’s systems of internal accounting and financial controls; and
· Reviewing and monitoring the internal audit process and internal audit results.
In discharging its duties, the Committee is empowered to investigate any matter brought to its attention with full access to all Company books, records, facilities, personnel, legal counsel and independent auditors, along with the sole power to retain and terminate outside counsel, auditors or other experts for this purpose and to approve their fees and other retention fees. Any independent auditor retained by the Company shall report directly to the Committee and is ultimately accountable to the Committee. The Committee shall be entitled to incur at the Company’s expense ordinary administrative expenses that are necessary or appropriate in carrying out its duties.
The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.
Membership
Appointment and Removal. The Committee shall be appointed by the Board and shall serve at the pleasure of the Board for such term as the Board may decide or, with respect to an individual Committee member, until such Committee member is no longer a Board member. The Board shall designate the chair of the Committee.
Number and Meetings. The Committee shall be comprised of not less than three members of the Board. The Committee shall meet as often as necessary to fulfill its responsibilities.
Independence. The Committee members will each qualify as (1) an “independent director” under the rules of the New York Stock Exchange and (2) “independent” as defined by the rules and regulations of the Securities Exchange Act of 1934. These requirements as currently in effect are summarized in Annex A hereto. Accordingly, the members of the Committee will be directors who the Board affirmatively concludes have no material relationship to the Company, as determined by the Board, either directly or as a partner, shareholder or officer of any organization that has a relationship with the Company.
The failure of the Committee to satisfy the independence requirements set forth above or the financial literacy requirements set forth below shall not invalidate any actions taken by the Committee.
Financial Literacy. The Committee members will meet the experience requirements of the New York Stock Exchange and the Securities Exchange Act of 1934. Each Committee member will be financially literate or will become financially literate within a reasonable period of time after his or her appointment to the Committee. In addition, at least one member of the Committee will have accounting or related financial management expertise and that member or another member of the Committee must be an “audit committee financial expert” (as such term is defined by the rules and regulations of the Securities Exchange Act of 1934). The designation or identification of a person as an audit committee financial expert shall not (a) impose on such person any duties, obligations or liability greater than the duties, obligations and liability imposed on such person as a member of the Committee and the Board in the absence of such designation or identification or (b) affect the duties, obligations or liability of any other member of the Committee or the Board.
Responsibilities
The Company’s management is responsible for preparing the Company’s financial statements, and the independent auditors are responsible for auditing those financial statements. Additionally, the Board recognizes that the Company’s financial management, as well as the independent auditors, have more time, knowledge and detailed information regarding the Company than do Committee members. As a result, in carrying out its oversight responsibilities, the Committee’s role is not to provide expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work. As used in this charter, the term “independent auditor” means any independent auditor, including one constituting a “registered public accounting firm” (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002), engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Company.
The following functions shall be the common, recurring activities of the Committee in carrying out its duties.
1. Retention of Independent Auditors. The Committee shall be directly responsible for the appointment, compensation, retention, oversight and termination of the independent auditors. The Committee shall have the ultimate authority and responsibility to select the independent auditor (including approval of all engagement fees and terms and resolution of disagreements between management and the independent auditors), evaluate the independent auditors (including its qualifications, performance and independence) and, where appropriate, replace the independent auditors.
2. Independence of Auditors. In connection with the retention of the Company’s independent auditors, the Committee shall, at least annually, review and discuss the information provided by management and the auditors relating to the independence of the audit firm, including, among other things, information related to the non-audit services provided and expected to be provided by the auditors and the other relationships between the Company and the auditors. The Committee shall be responsible for (a) ensuring that the independent auditors submit at least annually to the Committee a formal written statement delineating all relationships between the auditors and the Company consistent with applicable independence standards, (b) actively engaging in a dialogue with the auditors with respect to any disclosed relationship or service that may impact the objectivity and independence of the auditors and (c) taking appropriate action in response to the auditors’ report to satisfy itself of the auditors’ independence.
3. Pre-Approval of Audit and Non-Audit Services. The Committee shall pre-approve all audit, review or attest services and all permissible non-audit services. The Committee may delegate to one or more of its members the authority to pre-approve audit services and non-audit services pursuant to any pre-approval policies and procedures established by the Committee and satisfying the requirements set forth in the Securities Exchange Act of 1934; provided, however, that all pre-approved services must be disclosed by such delegate to the full Committee at each of its scheduled meetings.
4. Independent Auditors’ Quality Control. The Committee shall obtain and review a report from the independent auditors, at least annually, which describes (a) the audit firm’s internal quality-control procedures and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the audit firm, and any steps taken to deal with any such issues.
5. External Audit Plans. The Committee shall review and discuss with the independent auditors the plans for, and the scope of, the annual audit and other examinations, including the adequacy of staffing and compensation.
6. Conduct of the Audit. The Committee shall review with the independent auditors any audit problems or difficulties and management’s response, including any restrictions on the scope of the independent auditors’ activities or on access to requested information, and any significant disagreements with management. The Committee, consistent with Section 303 of the Sarbanes-Oxley Act of 2002 and Regulation 13B-2 promulgated thereunder, shall not influence the conduct of the audit in any improper manner.
7. Review of Audit Results. The Committee shall review and discuss with the independent auditors the report of their annual audit, or proposed report of their annual audit, and (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies, (b) analyses prepared by management or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements, (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial
statements of the Company and (d) any audit problems or difficulties encountered in the audit work and management’s response.
8. Assurances Under Section 10A of the Exchange Act. The Committee shall obtain from the independent auditors assurance that Section 10A of the Securities Exchange Act of 1934 (generally relating to the auditors’ identification of illegal acts and related party transactions) has not been implicated.
9. Financial Statements and Disclosures. The Committee shall review with management and the independent auditors the annual and quarterly financial statements to be included in the Company’s periodic reports, including disclosures in the Management’s Discussion and Analysis section contained therein. This review will occur prior to filing of the annual or quarterly report, as applicable, and the Committee shall recommend to the Board whether the audited annual financial statements should be included in the Company’s Form 10-K. The Committee shall review and consider with the independent auditors the matters required to be discussed by the Statement of Auditing Standards (“SAS”) No. 61.
10. Financial Press Releases. The Committee shall review and discuss the Company’s earnings press releases (including any use of “pro forma,” or “adjusted” non-GAAP, information) and the financial information and earnings guidance provided to analysts and rating agencies. This review may occur before or after issuance and may be done generally (i.e., review of the types of information to be disclosed and the types of presentation to be made).
11. Internal Audit Plans. The Committee shall review and discuss with the partner of the audit firm performing the internal audit function and appropriate members of his or her staff, and the in-house personnel performing any internal audit functions, the plans for and the scope of their ongoing audit activities, including adequacy of staffing and compensation.
12. Internal Audit Results. The Committee shall review and discuss with the partner of the audit firm performing the internal audit function, management, the independent auditors and the appropriate staff members of each, the results of any internal audits.
13. Internal Accounting Controls. The Committee shall review and discuss with the partner of the audit firm performing the internal audit function, management, the independent auditors and the appropriate staff members of each, the quality and adequacy of the Company’s internal accounting controls, the Company’s financial, auditing and accounting organizations and personnel, and the Company’s policies and compliance procedures with respect to business practices which shall include the disclosures regarding internal controls and matters required to be reported to the Committee by Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
14. Separate Meetings. The Committee shall meet separately and periodically with management, with internal auditors (or other personnel responsible for the internal audit function) and with independent auditors.
15. Risk Management Policies. The Committee shall discuss policies with respect to risk assessment and risk management in order to govern the processes by which management assesses and manages the Company’s exposure to risk.
16. Hiring of Employees of Independent Auditors. The Committee shall set clear hiring policies for employees or former employees of the independent auditors, and in the absence of an applicable policy no such individual shall be hired.
17. Complaints Regarding Financial Statements or Accounting Policies. The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
18. Proxy Statement Report. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
19. Review of Other Matters. The Committee shall review and discuss such other matters that relate to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable in connection with the review functions described above.
20. Other Duties. The Committee shall perform any other duties or responsibilities delegated to the Committee by the Board from time to time.
21. Reports to the Board. The Committee shall report regularly to the Board, which report may include issues that arise with respect to (a) the quality of integrity of the Company’s financial statements, (b) the Company’s compliance with legal or regulatory requirements, (c) the performance and independence of the Company’s independent auditors or (d) the performance of the internal audit function.
22. Annual Evaluation. The Committee shall conduct and review with the Board annually an evaluation of the Committee’s performance.
Annex A
Audit Committee
Independence Requirements
NYSE Rules. No director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In addition, the following directors shall not satisfy the definition of “independent”:
(i) A director who is an employee, or whose immediate family member is an executive officer, of the Company is not independent until three years after the end of such employment relationship.
(ii) A director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 per year in such compensation.
(iii) A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company is not “independent” until three years after the end of the affiliation or the employment or auditing relationship.
(iv) A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee is not “independent” until three years after the end of such service or the employment relationship.
(v) A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues, is not “independent” until three years after falling below such threshold.
SEC Rules. In order to be considered to be independent, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board, or any other Board committee:
(A) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any subsidiary thereof, provided that, unless the rules of the New York Stock Exchange provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (provided that such compensation is not contingent in any way on continued service); or
(B) Be an affiliated person (as defined by the SEC) of the Company or any subsidiary thereof.
Other. No member of the Committee may simultaneously serve on more than three audit committees of companies with registered debt or equity (including the Company) unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.