Dillard’s
D I L L A R D ’ S , I N C . 2 0 0 4 A N N U A L R E P O R T
T O O U R S H A R E H O L D E R S
Reflection on 2004 and our performance at Dillard’s
In 2004, we greatly strengthened our financial position.
brings to mind both exciting accomplishments and
disappointments. During the year, we dramatically improved
our merchandise mix and this progress was evident in a 140
basis point gross margin increase for the year (based upon
sales). This improvement combined with a gain on the sale
of our private label credit card business and declining
interest expense contributed to a substantial increase in net
income to $117.7 million from $9.3 million for the prior year.
However, we were disappointed with a 1% sales decline for
the year. We can do better. Merchandise differentiation with
special emphasis on becoming a more upscale retailer is
crucial to our success. Accordingly, we are driving change in
every area of the store in order to strengthen our competitive
position.
People buy fashion because they want to feel good
about themselves. In 2004, we gave them even more reasons
to choose Dillard's as their partner to make this desire a
reality. We increased our emphasis on nationally known
contemporary and better lines, reflective of America's
renewed excitement over trend-right better fashions.
Additionally, we expanded our better exclusive brand lines
like Antonio Melani, Gianni Bini, and Daniel Cremieux.
There is room in America’s marketplace for a national
retailer focused on more upscale and more fashion forward
assortments. We are well positioned to become the premier
retailer in this niche. We will continue on our path to offer
selections edited to our customers’ multi-faceted lifestyles,
and we recognize it’s not about age – it’s about attitude. In
this effort, we are de-emphasizing or replacing under-
performing lines of product, from both national and
exclusive brand sources, with more promising brands.
Furthermore, utilizing our existing information technology
capabilities, we are tailoring these assortments to the local
demographics, reflecting not only each specific market’s
culture and fashion attitude but also each store’s specific
sizing and style needs.
On November 1, 2004, we sold substantially all the
assets of our credit card business to G.E. Consumer Finance.
Our credit card portfolio was strong and we are tremendously
pleased with this transaction, not only from the proceeds
received but also by the ongoing possibilities and
opportunities it presents to Dillard’s. G.E. Consumer Finance
is a solid, established leader in consumer finance. Their
expertise in credit marketing is well known and we are
excited about the innovative products and services they will
bring to Dillard’s shoppers. They are a valued partner in our
continuing drive for excellence in customer service.
We reduced our debt to $1.64 billion from $2.62 billion
(including Guaranteed Preferred Beneficial Interests in the
Company’s Subordinated Debentures). Proceeds from the
transaction with G.E. Consumer Finance and our strong
operating cash flow during the year made this
accomplishment possible. We reduced our interest expense
for the year by $42 million as a result of dramatically lower
debt levels. At year end, our cash and cash equivalents were
$498.2 million.
In 2004, we opened eight new Dillard’s stores in
excellent locations, five of which were replacement stores.
As we continued to focus on store productivity, we closed
four under-performing locations and redirected the
associated resources to more promising projects. As a result
of our store opening and closing activity in 2004, we increased
our percentage of store ownership to an industry leading 80%.
We are truly energized by the changes occurring in
retail development. We find the progressive ‘lifestyle centers’
particularly compelling and we believe they are an ideal
complement to our more upscale approach to retailing.
These centers feature not only great shopping, but also fine
dining and entertainment choices, often in beautiful open air
or village-themed settings. Our new Dillard’s locations at
Yuma Palms in Yuma, Arizona and The Shoppes at East
Chase in Montgomery, Alabama are located in these
remarkable new venues. In 2005, we will open nine new
Dillard’s stores in promising new locations. Of these, six will
be in innovative lifestyle venues such as St. Johns Town
Center in Jacksonville, Florida and The Shops at La Cantera
in Garland, Texas. The remaining three new stores will be in
exceptional centers including Perimeter Mall in Atlanta,
Georgia, one of Atlanta’s premier shopping destinations.
The landscape of fashion apparel retailing is rapidly
changing and commentary regarding the future of our sector
abounds. At Dillard’s, we are embracing change and we are
excited about our future. In the midst of all that changes,
one thing remains constant – the customer’s desire to feel
good about themselves. With the continued support of our
associates and our shareholders, Dillard’s will be their
preferred destination retailer for fashions to meet their
desires time and time again.
William Dillard, II
Chairman of the Board and Chief
Executive Officer
Alex Dillard
President
C O R P O R A T E O R G A N I Z A T I O N
William Dillard, II
Chief Executive Officer
Drue Corbusier
Executive Vice President
V I C E P R E S I D E N T S
Michael Bowen
James W. Cherry, Jr.
Karl G. Ederer
Randal L. Hankins
Alex Dillard
President
James I. Freeman
Chief Financial Officer
Mike Dillard
Executive Vice President
Paul J. Schroeder, Jr.
General Counsel
William L. Holder, Jr.
Gaston Lemoine
Denise Mahaffy
Steven K. Nelson
Michael E. Price
Sidney A. Sanders
Burt Squires
Ralph Stuart
Phillip R. Watts
Kent Wiley
Richard B. Willey
Sherrill E. Wise
R E G I O N A L M E R C H A N D I S I N G D I V I S I O N S
Ft. Worth Division
Little Rock Division
Phoenix Division
St. Louis Division
Tampa Division
Drue Corbusier
President
Jeff Menn
Vice President,
Merchandising
Anthony Menzie
Vice President,
Merchandising
Christine Rowell
Director of Sales
Promotion
Mike Dillard
President
David Terry
Vice President,
Merchandising
Keith White
Vice President,
Merchandising
Ken Eaton
Director of Sales
Promotion
Kent Burnett
President
Tom Sullivan
Vice President,
Merchandising
Julie A. Taylor
Vice President,
Merchandising
James Benson
Director of Sales
Promotion
Joseph P. Brennan
President
Mark Killingsworth
Vice President,
Merchandising
Ronald Wiggins
Vice President,
Merchandising
Paul E. McLynch
Director of Sales
Promotion
Robin Sanderford
President
Sandra Steinberg
Vice President,
Merchandising
James D. Stockman
Vice President,
Merchandising
Louise Platt
Director of Sales
Promotion
C O R P O R A T E M E R C H A N D I S I N G D I V I S I O N S
B O A R D O F D I R E C T O R S
Cosmetic Merchandising
Ann Franzke
Vice President, Merchandising
Home Merchandising
Richard Moore
Vice President, Merchandising
Corporate Merchandising /
Product Development
Denise Mahaffy
Vice President, Merchandising
Mike McNiff
Vice President, Merchandising
Vice Presidents:
Les Chandler
Neil Christensen
William T. Dillard, III
Gianni Duarte
Christine A. Ferrari
Colleen Kirk
Terry Smith
Kay White
R E G I O N A L V I C E P R E S I D E N T S - S T O R E S
W.R. Appleby, II
Donald A. Bogart
Tom Bolin
Larry Cailteux
Mark Gastman
Walter C. Grammer
Marva Harrell
Gene D. Heil
William H. Hite
Dan W. Jensen
Cindy Myers-Ray
Tom C. Patterson
Grizelda Reeder
Linda Sholtis-Tucker
Alan Steinberg
Lloyd Keith Tidmore
Robert C. Connor
Investments
Dallas, Texas
Drue Corbusier
Executive Vice President
of Dillard’s, Inc.
Will D. Davis
Partner with Heath, Davis, &
McCalla, Attorneys
Austin, Texas
Alex Dillard
President
of Dillard’s, Inc.
Mike Dillard
Executive Vice President
of Dillard’s, Inc.
William Dillard, II
Chairman of the Board and Chief
Executive Officer of Dillard’s, Inc.
James I. Freeman
Senior Vice President and Chief
Financial Officer of Dillard’s, Inc.
John Paul Hammerschmidt
Retired Member of Congress
Harrison, Arkansas
Peter R. Johnson
Chairman and Chief Executive
Officer of PRJ Holdings, Inc.
San Francisco, CA
Warren A. Stephens
President and Chief Executive
Officer of Stephens Group, Inc. and
Stephens, Inc.
Little Rock, Arkansas
William H. Sutton
Managing Partner of Friday,
Eldredge and Clark, Attorneys
Little Rock, Arkansas
J.C. Watts, Jr.
Former Member of Congress and
Chairman of J.C. Watts Companies
Washington, D.C.
Dillard’s
Dillard's, Inc. ranks among the nation's largest fashion apparel and home furnishings retailers with annual revenues
exceeding $7.8 billion. The Company focuses on delivering maximum fashion and value to its shoppers by offering
compelling apparel and home selections complemented by exceptional customer care. Dillard's stores offer a broad
selection of merchandise and feature products from both national and exclusive brand sources. The Company
operates 329 Dillard’s locations spanning 29 states, all with one nameplate – Dillard’s.
Annual Meeting
Saturday, May 21, 2005, at 9:30 a.m.
Dillard’s Corporate Office
1600 Cantrell Road
Little Rock, Arkansas 72201
Financial and Other Information
Copies of financial documents and other company
information such as Dillard’s, Inc. reports on Form 10-K
and 10-Q and other reports filed with the Securities and
Exchange Commission are available by contacting:
Dillard’s, Inc.
Investor Relations
1600 Cantrell Road
Little Rock, Arkansas 72201
501-376-5544
E-mail: investor.relations@dillards.com
Financial reports, press releases and other Company
information are available on the Dillard’s, Inc. Web site:
www.dillards.com
Individuals or securities analysts with questions regarding
Dillard’s, Inc. may contact:
Julie J. Bull
Director of Investor Relations
1600 Cantrell Road
Little Rock, Arkansas 72201
Telephone: 501-376-5965
Fax: 501-376-5917
E-mail: julie.bull@dillards.com
Transfer Agent and Registrar
Registered shareholders should address communications
regarding address changes, lost certificates and other
administrative matters to the Company’s Transfer Agent
and Registrar.
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
Telephone: 800-368-5948
E-Mail: info@rtco.com
Web page: www.rtco.com
Please refer to Dillard’s, Inc. on all correspondence and
have available your name as printed on your stock
certificate, your Social Security number, your address and
phone number.
Corporate Headquarters
1600 Cantrell Road
Little Rock, Arkansas 72201
Mailing Address
Post Office Box 486
Little Rock, Arkansas 72203
Telephone: 501-376-5200
Fax: 501-376-5917
Listing
New York Stock Exchange, Ticker Symbol “DDS”
S T O R E O P E N I N G S - 2 0 0 4
Dillard’s at:
City
Open Month
Sq. Feet
The Shoppes at East Chase** Montgomery, Alabama
March
Coastal Grand
Myrtle Beach, South Carolina March
Colonial University Village**
Auburn, Alabama
Greenbrier Mall**
Chesapeake, Virgina
Jordan Creek Town Center
West Des Moines, Iowa
Yuma, Arizona
Moline, Illinois
Spanish Fort, Alabama
Yuma Palms**
South Park Mall
Eastern Shore**
**Replacement Store
On the cover:
April
April
August
October
October
October
155,000
155,000
126,000
160,000
200,000
98,000
127,000
126,000
1600 Cantrell Road
Little Rock, Arkansas 72201
www.dillards.com
Exclusively at Dillard’s, Antonio Melani reflects the elements of European
styling and design. This signature line is tailored to meet every woman’s
lifestyle – taking her from dress to casual and classic to fashion forward.
CA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
⌧
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 29, 2005
OR
(cid:134)
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission file number 1-6140
DILLARD’S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
71-0388071
(IRS Employer
Identification Number)
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive office)
(Zip Code)
(501) 376-5200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Class A Common Stock
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ⌧ No (cid:134)
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form
10-K. (cid:134)
Indicated by checkmark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-
2). Yes ⌧ No (cid:134)
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the
Registrant as of July 31, 2004: $1,771,477,069.
Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of February
26, 2005:
CLASS A COMMON STOCK, $.01 par value 79,194,675
4,010,929
CLASS B COMMON STOCK, $.01 par value
1
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held May 21, 2005 (the "Proxy
Statement") are incorporated by reference into Part III.
2
Table of Contents
PART I
Page No.
Business.
Properties.
Legal Proceedings.
Submission of Matters to a Vote of Security Holders.
PART II
Market for Registrant’s Common Equity, and Related Matters and Issuer Purchases of
Equity Securities.
Selected Financial Data.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Quantitative and Qualitative Disclosures about Market Risk.
Financial Statements and Supplementary Data.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
Controls and Procedures.
Other Information.
PART III
Directors and Executive Officers of the Registrant.
Executive Compensation.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
Certain Relationships and Related Transactions.
Principal Accountant Fees and Services.
PART IV
Exhibits and Financial Statement Schedule.
4
4
4
5
6
7
10
24
24
24
24
25
26
26
26
26
27
27
Item No.
1.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
3
ITEM 1. BUSINESS.
General
PART I
Dillard's, Inc. (the "Company", “we”, “us”, “our” or "Registrant") is an outgrowth of a department store originally
founded in 1938 by William Dillard. The Company was incorporated in Delaware in 1964. The Company operates
retail department stores located primarily in the Southwest, Southeast and Midwest.
We conduct our retail merchandise business under highly competitive conditions. Although we are a large regional
department store, we have numerous competitors at the national and local level that compete with our individual stores,
including specialty, off-price, discount, internet, and mail-order retailers. Competition is characterized by many factors
including location, reputation, assortment, advertising, price, quality, service and credit availability. We believe that our
stores are in a strong competitive position with regard to each of these factors. The Company's earnings depend to a
significant extent on the results of operations for the last quarter of its fiscal year. Due to holiday buying patterns, sales
for that period average approximately one-third of annual sales.
The Company’s fiscal year ends on the Saturday nearest January 31 of each year. Fiscal years 2004, 2003 and 2002
ended on January 29, 2005, January 31, 2004 and February 1, 2003, respectively. Fiscal years 2004, 2003 and 2002
included 52 weeks.
For additional information with respect to our business, reference is made to information contained under the headings
“Net sales,” “Net income,” “Total assets” and “Number of employees-average,” under item 6 hereof.
The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports are available free of charge on the Dillard’s, Inc. web site:
www.dillards.com
The information contained on the Company’s web site is not incorporated by reference into this Form 10-K and should
not be considered to be a part of this Form 10-K. These reports are available on the Company’s web site as soon as
reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange
Commission.
The Company’s corporate offices are located at 1600 Cantrell Road, Little Rock, Arkansas 72201, telephone:501-376-
5200.
ITEM 2. PROPERTIES.
All of our stores are owned or leased from third parties. Our third-party store leases typically provide for rental
payments based on a percentage of net sales with a guaranteed minimum annual rent. In general, the Company pays the
cost of insurance, maintenance and any increase in real estate taxes related to the leases. At January 29, 2005, there were
329 stores in operation with gross square footage approximating 56.3 million feet. The Company owned a total of 264
stores with 45.0 million square feet. The Company leased 65 stores from third parties, which totaled 11.3 million square
feet. In addition, we have seven regional distribution facilities of which we own six and lease one from a third party.
Our principal executive offices are approximately 300,000 square feet located in Little Rock, Arkansas. Additional
information is contained in Notes 1, 3, 13 and 14 of “Notes to Consolidated Financial Statements,” in Item 8 hereof, and
reference is made to information contained under the heading “Number of stores,” under item 6 hereof.
ITEM 3. LEGAL PROCEEDINGS.
On July 29, 2002, a Class Action Complaint (followed on December 13, 2004 by a Second Amended Class Action
Complaint) was filed in the United States District Court for the Southern District of Ohio against the Company, the
Mercantile Stores Pension Plan (the “Plan”) and the Mercantile Stores Pension Committee (the “Committee”) on behalf
of a putative class of former Plan participants. The complaint alleges that certain actions by the Plan and the Committee
4
violated the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as a result of amendments
made to the Plan that allegedly were either improper and/or ineffective and as a result of certain payments made to
certain beneficiaries of the Plan that allegedly were improperly calculated and/or discriminatory on account of age. The
Second Amended Complaint does not specify any liquidated amount of damages sought and seeks recalculation of
certain benefits paid to putative class members. No trial date has been set.
From time to time, we are involved in other litigation relating to claims arising out of our operations in the normal course
of business. Such issues may relate to litigation with customers, employment related lawsuits, class action lawsuits,
purported class action lawsuits and actions brought by governmental authorities. As of April 2, 2005, we are not a party
to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect
on our business, results of operations, financial condition or cash flows. However, the results of these matters cannot be
predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse
effect on our business, results of operations, financial condition or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth quarter of the year ended January 29, 2005.
Executive Officers of the Company
The following table lists the names and ages of all Executive Officers of the Registrant, the nature of any family
relationship between them and all positions and offices with the Registrant presently held by each person named. All of
the Executive Officers listed below have been in managerial positions with the registrant for more than five years.
Name
Age
Position & Office
Family Relationship
William Dillard, II
60
Director; Chief Executive Officer
None
Alex Dillard
55
Director; President
Brother of William Dillard, II
Mike Dillard
53
Director; Executive Vice President
Brother of William Dillard, II
Joseph P. Brennan
60
Vice President
G. Kent Burnett
60
Vice President
None
None
Drue Corbusier
58
Director; Executive Vice President
Sister of William Dillard, II
James I. Freeman
55
Director; Senior Vice President; Chief
Financial Officer
None
Gaston Lemoine
61
Vice President
Steven K. Nelson
47
Vice President
Robin Sanderford
58
Vice President
Paul J. Schroeder
56
Vice President
Burt Squires
55
Vice President
None
None
None
None
None
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company’s Class A Common Stock trades on the New York Stock Exchange under the Ticker Symbol “DDS”. No
public market currently exists for the Class B Common Stock.
The high and low sales prices of the Company’s Class A Common Stock, and dividends declared on each class of
common stock, for each quarter of fiscal 2004 and 2003 are presented in the table below:
First
Second
Third
Fourth
High
$19.16
23.76
23.14
27.54
2004
Low
$16.57
15.54
18.64
20.13
High
$15.10
15.08
16.92
17.86
2003
Low
$12.49
12.77
13.98
14.46
Dividends
per Share
2004
$0.04
0.04
0.04
0.04
2003
$0.04
0.04
0.04
0.04
While the Company expects to continue its cash dividend policy during fiscal 2005, all subsequent dividends will be
reviewed quarterly and declared by the board of directors.
As of February 26, 2005, there were 4,567 record holders of the Company's Class A Common Stock and 8 record holders
of the Company's Class B Common Stock.
In May 2000, the Company announced that the Board of Directors authorized the repurchase of up to $200 million of its
Class A Common Stock. The plan has no expiration date and remaining availability pursuant to our share repurchase
program is $16.1 million as of January 29, 2005. There were no issuer purchases of equity securities during the fourth
quarter of 2004.
6
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data set forth should be read in conjunction with the Company’s consolidated audited financial
statements and notes thereto and the other information contained elsewhere in this report.
(Dollars in thousands of dollars, except per share data)
Net sales
Percent change
Cost of sales
Percent of sales
Interest and debt expense
Income before taxes
Income taxes
Income before cumulative effect of
accounting change
Cumulative effect of accounting change
Net income (loss)
Per Diluted Common Share
Income before cumulative effect of
accounting change
Cumulative effect of accounting change
Net income (loss)
Dividends
Book value
Average number of shares
outstanding
Accounts receivable (3) (4)
Merchandise inventories
Property and equipment
Total assets
Long-term debt (3) (4)
Capitalized lease obligations
Deferred income taxes
Guaranteed Preferred Beneficial Interests
in the Company's Subordinated Debentures
Stockholders' equity
Number of employees - average
Gross square footage (in thousands)
Number of stores
Opened
Acquired
Closed
Total - end of year
* 53 Weeks
2004
$7,528,572
-1%
5,017,765
66.6%
139,056
184,551
66,885
117,666
-
117,666
1.41
-
1.41
0.16
27.94
83,739,431
9,651
1,733,033
3,180,756
5,691,581
1,322,824
20,182
509,589
200,000
2,324,697
53,035
56,300
8
0
7
329
7
2003
$7,598,934
-4%
5,170,173
68.0%
181,065
15,994
6,650
2002
$7,910,996
-3%
5,254,134
66.4%
189,779
204,261
72,335
2001
$8,154,911
-5%
5,507,702
67.5%
192,344
120,963
49,165
2000*
$8,566,560
-1%
5,802,147
67.8%
169,609
183,531
59,390
9,344
-
9,344
0.11
-
0.11
0.16
26.79
83,899,974
1,232,456
1,632,377
3,197,469
6,411,097
1,855,065
17,711
617,236
200,000
2,237,097
53,598
56,000
5
0
10
328
131,926
(530,331) (1)
(398,405)
71,798
-
71,798
124,141
(129,991) (2)
(5,850)
1.55
(6.22)
(4.67)
0.16
26.71
85,316,200
1,387,835
1,594,308
3,370,502
6,675,932
2,193,006
18,600
645,020
531,579
2,264,196
55,208
56,700
4
0
9
333
0.85
-
0.85
0.16
31.81
84,486,747
1,112,325
1,561,863
3,455,715
7,074,559
2,124,577
20,459
643,965
531,579
2,668,397
57,257
56,800
6
4
9
338
1.36
(1.42)
(0.06)
0.16
30.94
91,199,184
1,011,481
1,616,186
3,508,331
7,199,309
2,374,124
22,453
638,648
531,579
2,629,820
58,796
56,500
4
0
9
337
(1) During fiscal 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other
Intangible Assets”. See Management’s Discussion and Analysis of Financial Condition and Results of Operations and
Note 3 to the Consolidated Financial Statements.
(2) During fiscal 2000, the Company changed its method of accounting for inventories under the retail method.
(3) The Company had $300 million in off-balance-sheet debt and accounts receivable for the fiscal years ended
2001, and 2000, respectively. See Note 16 to the Consolidated Financial Statements.
(4) During fiscal 2004, the Company sold its private label credit card business to GE Consumer Finance for $1.1
billion, which includes the assumption of $400 million of long-term securitization liabilities.
The items below are included in the Selected Financial Data.
2004
The items below amount to a net $64.5 million pretax gain ($42.1 million after tax or $0.50 per diluted share).
a pretax gain of $83.9 million ($53.7 million after tax or $0.64 per diluted share) pertaining to the Company’s
sale of it private label credit card business to GE Consumer Finance (see Note 2 of the Notes to Consolidated
Financial Statements).
a $19.4 million pretax charge ($11.6 million after tax or $0.14 per diluted share) for asset impairment and store
closing charges related to certain stores (see Note 14 of the Notes to Consolidated Financial Statements).
•
•
2003
The items below amount to a net $18.6 million pretax charge ($12.8 million after tax or $0.15 per diluted share).
•
•
•
•
•
•
a $43.7 million pretax charge ($28.9 million after tax or $0.34 per diluted share) for asset impairment and store
closing charges related to certain stores (see Note 14 of the Notes to Consolidated Financial Statements).
a call premium resulting in additional interest expense of $15.6 million ($10.0 million after tax or $0.12 per
diluted share) associated with a $125.9 million call of debt.
a pretax gain of $15.6 million ($10.0 million after tax or $0.12 per diluted share) pertaining to the Company’s
sale of its interest in Sunrise Mall and its associated center in Brownsville, Texas (see Note 1 of the Notes to
Consolidated Financial Statements).
a pretax gain of $12.3 million ($7.9 million after tax or $0.09 per diluted share) recorded due to the resolution
of certain liabilities originally recorded in conjunction with the purchase of Mercantile Stores Company, Inc.
an $8.7 million pretax gain ($5.6 million after tax or $0.07 per diluted share) related to the sale of certain store
properties.
$4.1 million ($2.6 million after tax or $0.03 per diluted share) received from the Internal Revenue Service as a
result of the Company’s filing of an interest-netting claim related to previously settled tax years.
8
2002
The items below amount to a net $3.0 million pretax gain ($1.8 million after tax or $0.02 per diluted share).
a pretax gain of $64.3 million ($41.1 million after tax or $0.48 per diluted share) pertaining to the Company’s
sale of its interest in FlatIron Crossing, a Broomfield, Colorado shopping center (see Note 1 of the Notes to
Consolidated Financial Statements).
a pretax asset impairment and store closing charge of $52.2 million ($33.4 million after tax or $0.39 per diluted
share) related to certain stores (see Note 14 of the Notes to Consolidated Financial Statements).
a call premium resulting in additional interest expense of $11.6 million ($7.4 million after tax or $0.09 per
diluted share) associated with a $143.0 million call of debt.
a pretax charge of $5.4 million ($3.5 million after tax or $0.04 per diluted share) on the amortization of off-
balance-sheet accounts receivable securitization (see Note 16 of the Notes to Consolidated Financial
Statements).
a pretax gain of $4.8 million ($3.0 million after tax or $0.04 per diluted share) on the early extinguishment of
debt.
a pretax gain of $3.1 million ($2.0 million after tax or $0.02 per diluted share) from an investee partnership of
the Company who received an unusual distribution in the settlement of a receivable.
•
•
•
•
•
•
2001
The items below amount to a net $5.6 million pretax gain ($3.6 million after tax or $0.04 per diluted share).
a pretax asset impairment and store closing charge of $3.8 million ($2.4 million after tax or $0.03 per diluted
share) related to certain stores.
a pretax gain of $9.4 million ($6.0 million after tax or $0.07 per diluted share) on the early extinguishment of
debt.
•
•
2000
The items below amount to a net $38.2 million pretax gain ($21.3 million after tax or $0.23 per diluted share).
•
•
•
a pretax asset impairment and store closing charge of $51.4 million ($36.0 million after tax or $0.40 per diluted
share) related to certain stores.
a pretax gain of $42.7 million ($27.3 million after tax or $0.30 per diluted share) on the early extinguishment of
debt.
a pretax gain of $46.9 million ($30.0 million after tax or $0.33 per diluted share) on the Company’s change in
its method of accounting for inventories under the retail inventory method.
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
EXECUTIVE OVERVIEW
Dillard’s, Inc. operates 329 retail department stores in 29 states. Our stores are located in suburban shopping malls and
offer a broad selection of fashion apparel and home furnishings. We offer an appealing and attractive assortment of
merchandise to our customers at a fair price. We offer national brand merchandise as well as our exclusive brand
merchandise. We seek to enhance our income by maximizing the sale of this merchandise to our customers. We do this
by promoting and advertising our merchandise and by making our stores an attractive and convenient place for our
customers to shop.
Fundamentally, our business model is to offer the customer a compelling price/value relationship through the
combination of high quality products and services at a competitive price. We seek to deliver a high level of profitability
and cash flow by:
• maximizing the effectiveness of our pricing and brand awareness;
• minimizing costs through leveraging our centralized overhead expense structure;
•
•
•
•
sourcing;
reinvesting operating cash flows into store growth, and distribution initiatives, and improving product quality in
our exclusive brands;
returning profits to shareholders through dividends, share repurchases and increased share price; and
continuing to offer access to credit services and financial products to our customers through our long-term
marketing and servicing alliance with GE Consumer Finance (“GE”).
The consumer retail sector is extremely competitive. Many different retail establishments compete for our customers’
business. These include other department stores, specialty retailers, discounters, internet and mail order retailers. We
also attempt to enhance our income by managing our operating costs without sacrificing service to our customers.
Items of note for the year ended January 29, 2005 include the following:
• The sale of substantially all of the assets of our private label credit card business and the establishment of a
long-term marketing and servicing alliance with GE. The sale generated total proceeds of $1.1 billion,
consisting of the assumption by GE of $400 million of securitized debt and net cash proceeds of approximately
$688 million and resulted in significantly strengthened financial position and liquidity. The financial impact of
the transaction on Dillard’s ongoing financial results will be determined by the effects of the Company’s use of
proceeds as well as the effect of income generated under the long-term marketing and servicing alliance.
Dillard’s expects to use net proceeds to reduce debt outstanding, to repurchase its common stock and for general
corporate purposes.
• The elimination of debt of $988 million, partially in conjunction with the sale of the credit card business.
• Gross profit improvement of 140 basis points of sales compared to the year ended January 31, 2004.
• Decrease in interest and debt expense of $42 million compared to the year ended January 31, 2004.
• Cash and cash equivalents of $498 million as of January 29, 2005.
10
Trends and uncertainties
We have identified the following key uncertainties whose fluctuations may have a material effect on our operating
results.
• Cash flow – Cash from operating activities is a primary source of liquidity that is adversely affected when the
industry faces market driven challenges and new and existing competitors seek areas of growth to expand their
businesses. If our customers do not purchase our merchandise offerings in sufficient quantities, we respond by
taking markdowns. If we have to reduce our prices, the cost of goods sold on our income statement will
correspondingly rise, thus reducing our income.
• Success of brand – The success of our exclusive brand merchandise is dependent upon customer fashion
preferences.
• Store growth – Our growth is dependent on a number of factors which could prevent the opening of new stores,
such as identifying suitable markets and locations.
• Sourcing – Store merchandise is dependent upon adequate and stable availability of materials and production
facilities from which the Company sources its merchandise.
Legal Proceedings
On July 29, 2002, a Class Action Complaint (followed on December 13, 2004 by a Second Amended Class Action
Complaint) was filed in the United States District Court for the Southern District of Ohio against the Company, the
Mercantile Stores Pension Plan (the “Plan”) and the Mercantile Stores Pension Committee (the “Committee”) on behalf
of a putative class of former Plan participants. The complaint alleges that certain actions by the Plan and the Committee
violated the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) as a result of amendments
made to the Plan that allegedly were either improper and/or ineffective and as a result of certain payments made to
certain beneficiaries of the Plan that allegedly were improperly calculated and/or discriminatory on account of age. The
Second Amended Complaint does not specify any liquidated amount of damages sought and seeks recalculation of
certain benefits paid to putative class members. No trial date has been set.
The Company is defending the litigation vigorously and has named the Plan’s actuarial firm as a cross defendant. While
it is not feasible to predict or determine the ultimate outcome of the pending litigation, management believes after
consultation with counsel, that its outcome, after consideration of the provisions recorded in the Company’s consolidated
financial statements, would not have a material adverse effect upon its consolidated cash flow or financial position.
However, it is possible that an adverse outcome could have an adverse effect on the Company’s consolidated net income
in a particular quarterly or annual period.
2005 Estimates
A summary of estimates on key financial measures for fiscal 2005, on a generally accepted accounting principles
(“GAAP”) basis, is shown below. There have been no changes in the estimates for 2005 since the Company released its
fourth quarter earnings on March 10, 2005.
(In millions of dollars)
Depreciation and amortization
Rental expense
Interest and debt expense
Capital expenditures
General
2005
Estimated
$ 310
55
103
335
2004
Actual
$ 302
55
139
285
Net Sales. Net sales include sales of comparable stores, non-comparable stores and lease income on leased departments.
Comparable store sales include sales for those stores which were in operation for a full period in both the current month
11
and the corresponding month for the prior year. Non-comparable store sales include sales in the current fiscal year from
stores opened during the previous fiscal year before they are considered comparable stores, sales from new stores opened
in the current fiscal year and sales in the previous fiscal year for stores that were closed in the current fiscal year.
Service Charges, Interest and Other Income. Service Charges, Interest and Other Income include interest and service
charges, net of service charge write-offs, related to the Company’s proprietary credit card sales. Other income relates to
joint ventures accounted for by the equity method, rental income, shipping and handling fees and gains (losses) on the
sale of property and equipment and joint ventures. Other income also includes income generated through the long-term
marketing and servicing alliance between the Company and GE and the resulting gain on the sale of its credit card
business to GE.
Cost of Sales. Cost of sales includes the cost of merchandise sold net of purchase discounts, bankcard fees, freight to the
distribution centers, employee and promotional discounts, non-specific vendor allowances and direct payroll for salon
personnel.
Advertising, selling, administrative and general expenses. Advertising, selling, administrative and general expenses
include buying, occupancy, selling, distribution, warehousing, store and corporate expenses (including payroll and
employee benefits), insurance, employment taxes, advertising, management information systems, legal, bad debt costs
and other corporate level expenses. Buying expenses consist of payroll, employee benefits and travel for design, buying
and merchandising personnel.
Depreciation and amortization. Depreciation and amortization expenses include depreciation and amortization on
property and equipment.
Rentals. Rentals include expenses for store leases and data processing equipment rentals.
Interest and debt expense. Interest and debt expense includes interest relating to the Company’s unsecured notes,
mortgage notes, credit card receivables financing, the Guaranteed Beneficial Interests in the Company’s subordinated
debentures, gains and losses on note repurchases, amortization of financing costs, call premiums and interest on capital
lease obligations.
Asset impairment and store closing charges. Asset impairment and store closing charges consist of write-downs to
fair value of under-performing properties and exit costs associated with the closure of certain stores. Exit costs include
future rent, taxes and common area maintenance expenses from the time the stores are closed.
Cumulative effect of accounting change. Effective February 3, 2002, the Company adopted Statement of Financial
Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an “impairment only” approach. Under SFAS No. 142,
goodwill is no longer amortized but reviewed for impairment annually or more frequently if certain indicators arise. The
Company tested goodwill for impairment as of the adoption date using the two-step process prescribed in SFAS No. 142.
The Company identified its reporting units under SFAS No. 142 at the store unit level. The fair value of these reporting
units was estimated using the expected discounted future cash flows and market values of related businesses, where
appropriate. The cumulative effect of the accounting change as of February 3, 2002 was to decrease net income for fiscal
year 2002 by $530 million or $6.22 per diluted share.
Critical Accounting Policies and Estimates
The Company’s accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements.
As disclosed in Note 1 of Notes to Consolidated Financial Statements, the preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires
management to make estimates and assumptions about future events that affect the amounts reported in the consolidated
financial statements and accompanying notes. Since future events and their effects cannot be determined with absolute
certainty, actual results will differ from those estimates. The Company evaluates its estimates and judgments on an
ongoing basis and predicates those estimates and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances. Actual results will differ from these under different assumptions or
conditions.
12
Management of the Company believes the following critical accounting policies, among others, affect its more
significant judgments and estimates used in preparation of the Consolidated Financial Statements.
Merchandise inventory. Approximately 97% of the inventories are valued at lower of cost or market using the retail
last-in, first-out (“LIFO”) inventory method. Under the retail inventory method (“RIM”), the valuation of inventories at
cost and the resulting gross margins are calculated by applying a calculated cost to retail ratio to the retail value of
inventories. RIM is an averaging method that is widely used in the retail industry due to its practicality. Additionally, it
is recognized that the use of RIM will result in valuing inventories at the lower of cost or market if markdowns are
currently taken as a reduction of the retail value of inventories. Inherent in the RIM calculation are certain significant
management judgments including, among others, merchandise markon, markups, and markdowns, which significantly
impact the ending inventory valuation at cost as well as the resulting gross margins. Management believes that the
Company’s RIM provides an inventory valuation which results in a carrying value at the lower of cost or market. The
remaining 3% of the inventories are valued at lower of cost or market using the specific identified cost method.
Allowance for doubtful accounts. In 2004, the Company sold substantially all of its accounts receivable to GE and no
longer maintains an allowance for doubtful accounts.
Prior to the sale, the accounts receivable from the Company’s private label credit card sales were subject to credit losses.
The Company maintained allowances for uncollectible accounts for estimated losses resulting from the inability of its
customers to make required payments. The adequacy of the allowance was based on historical experience with similar
customers including write-off trends, current aging information and year-end balances. Bankruptcies and recoveries
used in the allowance calculation were projected based on qualitative factors such as current and expected consumer and
economic trends.
Merchandise vendor allowances. The Company receives concessions from its merchandise vendors through a variety
including co-operative advertising, payroll reimbursements and markdown
of programs and arrangements,
reimbursement programs. Co-operative advertising allowances are reported as a reduction of advertising expense in the
period in which the advertising occurred. Payroll reimbursements are reported as a reduction of payroll expense in the
period in which the reimbursement occurred. All other merchandise vendor allowances are recognized as a reduction of
cost purchases when received. Accordingly, a reduction or increase in vendor concessions has an inverse impact on cost
of sales and/or selling and administrative expenses.
Insurance accruals. The Company’s consolidated balance sheets include liabilities with respect to self-insured workers’
compensation and general liability claims. The Company estimates the required liability of such claims, utilizing an
actuarial method, based upon various assumptions, which include, but are not limited to, our historical loss experience,
projected loss development factors, actual payroll and other data. The required liability is also subject to adjustment in
the future based upon the changes in claims experience, including changes in the number of incidents (frequency) and
changes in the ultimate cost per incident (severity).
Finite-lived assets. The Company evaluates the fair value and future benefits of finite-lived assets whenever events and
changes in circumstances suggest. The Company performs an analysis of the anticipated undiscounted future net cash
flows of the related finite-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the
carrying value is reduced to its fair value. Various factors including future sales growth and profit margins are included
in this analysis. To the extent these future projections or the Company’s strategies change, the conclusion regarding
impairment may differ from the current estimates.
Goodwill. The Company evaluates goodwill annually and whenever events and changes in circumstances suggest that
the carrying amount may not be recoverable from its estimated future cash flows. To the extent these future projections
or our strategies change, the conclusion regarding impairment may differ from the current estimates.
Income taxes. Temporary differences arising from differing treatment of income and expense items for tax and financial
reporting purposes result in deferred tax assets and liabilities that are recorded on the balance sheet. These balances, as
well as income tax expense, are determined through management’s estimations, interpretation of tax law for multiple
jurisdictions and tax planning. If the Company’s actual results differ from estimated results due to changes in tax laws,
13
new store locations or tax planning, the Company’s effective tax rate and tax balances could be affected. As such these
estimates may require adjustment in the future as additional facts become known or as circumstances change.
The Company’s income tax returns are periodically audited by various state and local jurisdictions. Additionally, the
Internal Revenue Service audits the Company’s federal income tax return annually. The Company reserves for tax
contingencies when it is probable that a liability has been incurred and the contingent amount is reasonably estimable.
These reserves are based upon the Company's best estimation of the potential exposures associated with the timing and
amount of deductions as well as various tax filing positions. Due to the complexity of these examination issues, for
which reserves have been recorded, it may be several years before the final resolution is achieved.
Discount rate. The discount rate that the Company utilizes for determining future pension obligations is based on the
Moody’s AA corporate bond index. The indices selected reflect the weighted average remaining period of benefit
payments. The discount rate had decreased to 5.5% as of January 29, 2005 from 6.00% as of January 31, 2004. A further
50 basis point change in the discount rate would generate an experience gain or loss of approximately $9 million.
Results of Operations
The following table sets forth the results of operations and percentage of net sales, for the periods indicated:
(in millions of dollars)
Net sales
Cost of sales
Gross profit
Advertising, selling, administrative
and general expenses
Depreciation and amortization
Rentals
Interest and debt expense
Asset impairment and store closing
charges
Total operating expenses
Service charges, interest and other
income
Income before income taxes
Income taxes
Income before cumulative effect
of accounting change
Cumulative effect of accounting change
Net income (loss)
January 29, 2005
% of
Amount Net Sales
For the years ended
January 31, 2004
% of
February 1, 2003
% of
Amount Net Sales
Amount Net Sales
$7,528.6
5,017.8
2,510.8
2,098.8
301.9
54.8
139.1
19.4
2,614.0
287.7
184.5
66.9
117.6
-
100.0 %
66.6
$7,598.9
5,170.2
100.0 % $7,911.0
5,254.1
68.0
100.0 %
66.4
33.4
27.9
4.0
0.7
1.8
0.3
34.7
3.8
2.5
0.9
1.6
-
2,428.7
32.0
2,656.9
33.6
2,097.9
290.7
64.1
181.1
43.7
2,677.5
264.8
16.0
6.7
9.3
-
27.6
3.8
0.8
2.4
0.6
35.2
3.4
0.2
0.1
0.1
-
2164.0
301.4
68.1
189.8
52.2
2,775.5
322.9
204.3
72.4
27.3
3.8
0.9
2.4
0.7
35.1
4.1
2.6
0.9
131.9
(530.3)
1.7
(6.7)
$ 117.6
1.6 %
$ 9.3
0.1 % $(398.4)
(5.0) %
14
Sales
The percent change by category in the Company’s sales for the past two years is as follows:
Cosmetics
Women’s and Juniors’ Clothing
Children’s Clothing
Men’s Clothing and Accessories
Shoes, Accessories and Lingerie
Home
Percent Change
Fiscal
2004-2003
1.3
(2.4)
(2.7)
(3.2)
4.0
(2.0)
Fiscal
2003-2002
(1.1)
(4.8)
(8.9)
(5.8)
(0.8)
(4.3)
The percent change by region in the Company’s sales for the past two years is as follows:
Southeastern
Midwestern
Southwestern
Percent Change
Fiscal
2004-2003
0.2
(2.1)
1.5
Fiscal
2003-2002
(4.2)
(4.6)
(0.7)
Sales decreased 1% for the 52-week period ended January 29, 2005 compared to the 52-week period ended January 31,
2004 on both a total and comparable store basis. Sales were strongest and increased in cosmetics and shoes, accessories
and lingerie while sales declined in the remaining merchandising categories. Sales in the Western and Eastern regions
increased in fiscal 2004 while sales declined in the Central region. Dillard’s continues to focus on improvement in its
merchandise mix. The Company’s efforts to drive differentiation by offering more upscale, more fashion-forward and
younger-focused product choices are key strategies in this process. The Company seeks to provide such merchandise
from both national and exclusive brand sources. Under-performing lines of product from both national and exclusive
sources will continue to be eliminated and replaced with more promising brands in the Company’s ongoing efforts to
improve its merchandise mix. In addition, utilizing the Company’s existing information technology capabilities, the
Company will continue to tailor these assortments to the local demographics. During the fiscal years 2004, 2003 and
2002, sales of exclusive brand merchandise as a percent of total sales were 23.1%, 20.9% and 18.2%, respectively.
Sales decreased 4% for the 52-week period ended January 31, 2004 compared to the 52-week period ended February 1,
2003 on both a total and comparable store basis. Sales declined in all merchandising categories with the largest declines
in children’s, men’s clothing and accessories and women and juniors’ clothing. Sales in the home categories were in line
with the average sales performance while sales in accessories, shoes, lingerie and cosmetics were strongest and exceeded
the Company’s average sales performance for the period.
Cost of Sales
Cost of sales as a percentage of sales decreased to 66.6% during 2004 compared with 68.0% for 2003. The increase of
140 basis points in gross margin during fiscal 2004 was due to the Company’s successful efforts to improve its
merchandise mix and reduce markdown activity. The lower level of markdown activity decreased cost of sales by 50
basis points of sales. Improved levels of markups were responsible for a decrease in cost of sales of 90 basis points of
sales. All product categories had increased gross margins during 2004 except for the home category. Gross margins
were notably higher in men’s and children’s categories with margin improvement well above the average margin
improvement for the year.
Inventory in comparable stores at January 29, 2005 increased 1% compared to January 31, 2004. Overall inventory
increased 6% due primarily to an increase of $86 million relating to inventory in-transit.
15
Cost of sales as a percentage of sales increased to 68.0% during 2003 compared with 66.4% for 2002. The decline of
160 basis points in gross margin during fiscal 2003 was due to competitive pressures in the Company’s retail sector and
the resulting effort to maintain a competitive position with increased markdown activity. The higher level of markdown
activity increased cost of sales by 3.7% of sales. Improved levels of markups partially offset this promotional activity
during fiscal 2003. The increased markup percentage was responsible for a decrease in cost of sales of 2.1% of sales. All
product categories had decreased gross margins during 2003 except cosmetics, which increased 10 basis points from
2002.
Expenses
2004 Compared to 2003
Advertising, selling, administrative and general (“SG&A”) expenses increased to 27.9% of sales for fiscal 2004
compared to 27.6% for fiscal 2003. On a dollar basis, SG&A expenses were up slightly over the prior year. SG&A
expenses in fiscal 2003 include a $12.3 million pretax credit recorded due to the resolution of certain liabilities originally
recorded in conjunction with the purchase of Mercantile Stores Company, Inc. that were deemed not necessary based
upon current information. For fiscal 2004, savings in bad debts of $25.9 million (as a result of the sale of the Company’s
credit card business in November 2004 and decreased bad debt write-offs throughout the year), services purchased of
$11.3 million and communications of $4.0 million were offset by increases in incentive payroll of $8.6 million,
insurance of $8.6 million and advertising of $16.9 million. The reduction in services purchased and communications
was partially due to the sale of the credit card business in November 2004 and costs reductions throughout the year.
Services purchased includes marketing, collection fees and merchandise handling costs. Communications includes
telephone, postage and data line expenses. As a result of the Company’s improved performance, incentive compensation
to store managers, merchants and management significantly increased during the year ended January 29, 2005. Also
during the year, Dillard’s increased its provision for workers’ compensation self-insurance to reflect an expected increase
in future medical costs. Dillard’s increased its advertising expenditures during the year as it continued to evaluate new
media outlets better suited to meet its customers’ lifestyles than those outlets traditionally employed. Due to the sale of
the credit card business, bad debt expense will be non-recurring in fiscal 2005.
Depreciation and amortization as a percentage of sales increased to 4.0% for fiscal 2004 compared to 3.8% for fiscal
2003. This increase is due to higher capital expenditures in 2004 and the addition of capital leases for data processing
equipment in 2004 which have shorter useful lives.
Rental expenses experienced a decline due to a lower number of leased stores in fiscal 2004 compared to the prior year
and lower data processing equipment rent. Leased stores declined from 71 stores at January 31, 2004 to 65 stores at
January 29, 2005 resulting in lower rent expense of $6.6 million. Lower data processing equipment rent of $2.7 million
was due to a certain number of 2004 leases qualifying for capital lease treatment. A review of the Company’s lease
accounting policies resulted in a charge of $821,000 for straight-line rent during fiscal 2004.
Interest and debt expense as a percentage of sales decreased to 1.8% for fiscal 2004 compared to 2.4% for fiscal 2003
primarily as a result of lower debt levels. Interest expense declined $42.0 million in fiscal 2004. Average debt
outstanding declined approximately $602 million in fiscal 2004. The debt reduction was due primarily to the assumption
by GE of $400 million in accounts receivable securitization debt and the payoff of seasonal borrowings in conjunction
with the sale of the Company’s private label credit card business to GE. The Company also redeemed the $331.6 million
Preferred Securities and had maturities of outstanding notes of $163.4 million during fiscal 2004. Interest expense for
fiscal 2003 includes a credit of $4.1 million received from the Internal Revenue Service as a result of the Company’s
filing of an interest netting claim related to previously settled tax years. A call premium of $15.6 million related to the
early retirement of debt is also included in interest expense for fiscal 2003.
During fiscal 2004, the Company recorded a pre tax charge of $19.4 million for asset impairment and store closing costs.
The charge includes a write down to fair value for certain under-performing properties. The charge consists of a write
down for a joint venture in the amount of $7.6 million, a write down of goodwill on one store to be closed of $1.2
million, an accrual for future rent, property tax and utility payments on three stores to be closed of $3.1 million and a
write down of property and equipment in the amount of $7.5 million. The Company does not expect to incur significant
16
additional exit costs upon the closing of these properties during fiscal 2005. A breakdown of the asset impairment and
store closing charges for fiscal 2004 is as follows:
(in thousands of dollars)
Stores closed during fiscal 2004
Stores to close during fiscal 2005
Store impaired based on cash flows
Non-operating facilities
Joint Venture
Total
2003 Compared to 2002
Number of
Locations
Impairment
Amount
3
4
1
2
1
9
$ 2,928
4,052
703
4,170
7,564
$19,417
Advertising, selling, administrative and general (“SG&A”) expenses increased to 27.6% of sales for fiscal 2003
compared to 27.3% for fiscal 2002. The percentage increase is primarily due to a lack of sales leverage as SG&A
expenses decreased $66.1 million in 2003 compared to 2002. On a dollar basis significant decreases were noted in
payroll, advertising and bad debt expense. Payroll, advertising and bad debt expense declined $37.0 million, $8.6
million and $9.5 million, respectively. The decrease in payroll was caused primarily by a reduction in incentive based
sales payroll which is directly tied to the decrease in sales during 2003. The decline in advertising expense resulted
primarily from a reduction in newspaper advertising as the Company considers which media more appropriately matches
its customers’ lifestyles. Improvement in the quality of accounts receivable through lower delinquencies as well as a
reduction in outstanding accounts receivable contributed to the lower bad debt expense. SG&A expenses in fiscal 2003
include a $12.3 million pretax credit recorded due to the resolution of certain liabilities originally recorded in
conjunction with the purchase of Mercantile Stores Company, Inc.
Depreciation and amortization as a percentage of sales remained flat during fiscal 2003 principally due to lower capital
expenditures in fiscal 2003 combined with a lack of sales leverage from the 4% decline in comparable store sales during
the year.
Interest and debt expense as a percentage of sales was unchanged from fiscal 2002 as a result of the Company’s lack of
sales leverage. Interest expense declined $9.0 million due to the Company’s continuing focus on reducing its out-
standing debt levels. Average debt outstanding declined approximately $226 million in fiscal 2003. Interest expense for
fiscal 2003 includes a credit of $4.1 million received from the Internal Revenue Service as a result of the Company’s
filing of an interest netting claim related to previously settled tax years. A call premium of $15.6 million related to the
early retirement of debt is included in interest expense for fiscal 2003 compared to a call premium of $11.6 million
related to the early retirement of debt for fiscal 2002. The Company has retired all the remaining debt associated with
the call premiums in fiscal 2003 and 2002 and did not have any similar call premiums in fiscal 2004. Also included in
interest expense for the fiscal 2002 is a pretax gain of $4.8 million related to the early extinguishment of debt. The
Company retired $272 million in long-term debt and issued $50 million in new short-term borrowings during 2003.
During fiscal 2003, the Company recorded a pre tax charge of $44 million for asset impairment and store closing costs.
The charge includes a write down to fair value for certain under-performing properties. The charge consists of a write
down for a joint venture in the amount of $5.5 million, a write down of goodwill on two stores to be closed of $2.5
million and a write down of property and equipment in the amount of $35.7 million. A breakdown of the asset
impairment and store closing charges for fiscal 2003 is as follows:
(in thousands of dollars)
Stores closed during fiscal 2003
Stores to close during fiscal 2004
Store impaired based on cash flows
Non-operating facilities
Joint Venture
Total
Number of
Locations
Impairment
Amount
3
4
1
7
1
16
$ 3,809
17,115
1,293
16,030
5,480
$43,727
17
Service Charges, Interest and Other Income
(in millions of dollars)
Dollar Change
Percent Change
Joint venture income
Gain on sale of joint venture and
property and equipment
Gain on sale of credit card business
Service charge income
Income from GE marketing and
servicing alliance
Other
Total
Average accounts receivable (1)
2004
$ 8.7
2003
$ 8.1
2002
$ 19.5
2004-2003
$ 0.6
2003-2002
$(11.4)
2004-2003
2003-2002
7.4%
-58.5%
2.9
83.9
141.2
24.3
-
207.9
65.4
-
225.7
14.2
36.8
-
24.4
$ 287.7 $ 264.7
$1,101.2 $1,231.4
-
12.3
$ 322.9
$1,330.9
(21.4)
83.9
(66.7)
14.2
12.4
$ 23.0
$(130.2)
(41.1)
-
(17.8)
-
12.1
$(58.2)
$(99.5)
-88.1
-
-32.1
-
50.8
8.7%
-10.6%
-62.8
-
-7.9
-
98.4
-18.0%
-7.5%
(1) Average receivables for 2004 includes only the first nine months prior to the sale
2004 Compared to 2003
The Company completed its sale of its credit card business to GE and entered into a ten year marketing and servicing
alliance. GE will own the accounts and balances generated during the term of the alliance and will provide all key
customer service functions supported by ongoing credit marketing efforts. Included in other income in fiscal 2004 is a
gain of $83.9 million relating to this sale. Also included is the income from the marketing and servicing alliance since
the inception of the agreement of $14.2 million offset by a reduction in service charge income due to the sale of the
credit card business during the fourth quarter of 2004. Service charge income decreased $66.7 million due to the
decrease noted above and an average decrease of $135 million in the amount of outstanding accounts receivable during
2004, prior to the sale, compared to 2003. Included in the gain on sale of joint ventures and property and equipment in
fiscal 2003 is a gain of $15.6 million relating to the sale of the Company’s interest in Sunrise Mall and its associated
center in Brownsville, Texas. Due to the sale of the credit card business, service charge income will be non-recurring in
fiscal 2005; however, income from the marketing and servicing alliance will be expected for the full fiscal year.
2003 Compared to 2002
Included in other income in fiscal 2003 is a gain of $15.6 million relating to the sale of the Company’s interest in Sunrise
Mall and its associated center in Brownsville, Texas. Included in other income in fiscal 2002 is a $64.3 million gain
pertaining to the Company’s sale of its interest in the FlatIron Crossing joint venture located in Broomfield, Colorado.
Service charge income decreased due to a $99 million decrease in the average amount of outstanding accounts receivable
during 2003 compared to 2002. The decrease in accounts receivable was due to a 140 basis point decline in sales
penetration on the Company’s proprietary credit card coupled with a 4% decline in overall retail sales during fiscal 2003
compared to the prior year. Sales on the Company’s proprietary credit cards as a percent of total sales were 26.8%,
28.2% and 28.8% for fiscal 2003, 2002 and 2001, respectively. Also included in other income are realized gains on the
sale of property and equipment of $8.7 million and $1.1 million for fiscal 2003 and fiscal 2002, respectively. Earnings
from joint ventures declined due to the Company’s sale of FlatIron Crossing in fiscal 2002 and the sale of Sunrise Mall
in the first quarter of fiscal 2003.
Income Taxes
The Company’s actual federal and state income tax rate (exclusive of the effect of nondeductible goodwill write off) was
36% in fiscal 2004, 2003 and 2002.
18
LIQUIDITY AND CAPITAL RESOURCES
Financial Position Summary
(in thousands of dollars)
2004
2003
Dollar
Change
Percent
Change
Cash and cash equivalents
Short-term debt
Current portion of long-term debt
Current portion of Guaranteed Beneficial Interests
Long-term debt
Guaranteed Beneficial Interests
Stockholders’ equity
$ 498,248
-
91,629
-
1,322,824
200,000
2,324,697
$ 160,873
50,000
166,041
331,579
1,855,065
200,000
2,237,097
337,375
(50,000)
(74,412)
(331,579)
(532,241)
-
87,600
209.7
-
-44.8
-
-28.7
-
3.9
Current ratio
Debt to capitalization
2.19%
41.0%
2.26%
53.8%
The Company's current priorities for its use of cash are:
•
Investment in high-return capital projects, in particular in investments in technology to improve merchandising
and distribution, reduce costs, to improve efficiencies or to help the Company better serve its customers;
• Strategic investments to enhance the value of existing properties;
• Construction of new stores;
• Dividend payments to shareholders;
• Debt reduction; and
• Stock repurchase plan.
Cash flows for the three fiscal years ended were as follows:
(in thousands of dollars)
Operating Activities
Investing Activities
Financing Activities
Total Cash Provided (Used)
2004
$ 554,061
414,212
(630,898)
$ 337,375
2003
$ 432,106
(161,076)
(252,513)
$ 18,517
2002
$ 356,942
(164,973)
(202,573)
$ (10,604)
Percent Change
2004-2003
28.2
*
149.8
2003-2002
21.1
(2.4)
24.7
* percent change calculation is not meaningful
Operating Activities
The primary source of the Company’s liquidity is cash flows from operations. Retail sales are the key operating cash
component providing 96.3% and 96.6% of total revenues over the past two years. Operating cash inflows also include
finance charges paid on Company receivables prior to the sale, revenue and reimbursements from the long-term
marketing and servicing alliance with GE subsequent to the sale and cash distributions from joint ventures. Operating
cash outflows include payments to vendors for inventory, services and supplies, payments to employees, and payments
of interest and taxes.
Net cash flows from operations were $554.1 million for 2004 and were adequate to fund the Company’s operations for
the year. During 2004, the operating cash flows of the Company increased due to increased net income and a reduction in
accounts receivable balances prior to the sale of the credit card business. Adding to the increased cash flow, accounts
payable and accrued expenses increased $295 million in fiscal 2004 compared to a $5 million increase in accounts
payable and accrued expenses in the prior year. Partially offsetting this increase were increases in inventory, other
current assets, decreases in deferred income taxes and the gain on the sale of the credit card business.
19
Investing Activities
Cash inflows from investing activities generally include proceeds from sales of property and equipment and joint
ventures. Investment cash outflows generally include payments for capital expenditures such as property and equipment.
Capital expenditures were $285 million for 2004. These expenditures consist primarily of the construction of new stores,
remodeling of existing stores and investments in technology. During 2004, the Company opened three new stores:
Coastal Grand in Myrtle Beach, South Carolina; Jordan Creek Town Center in West Des Moines, Iowa; and South Park
Mall in Moline, Illinois and five replacement stores: Colonial University Village in Auburn, Alabama; The Shoppes at
East Chase in Montgomery, Alabama; Eastern Shore in Spanish Fort, Alabama; Greenbrier Mall in Chesapeake, Virginia
and Yuma Palms in Yuma, Arizona. These eight stores totaled approximately 1.1 million square feet of retail space. In
addition, the Company completed a major expansion on one store totaling 26,000 square feet of retail space. The
Company closed seven store locations, including five for the replacement stores, during the year totaling approximately
819,000 square feet of retail space. Capital expenditures for 2005 are expected to be approximately $335 million. The
Company plans to open nine new stores in fiscal 2005 totaling 1,085,000 square feet, net of replaced square footage.
Historically, the Company has financed such capital expenditures with cash flow from operations. The Company expects
that it will continue to finance capital expenditures in this manner during fiscal 2005.
During 2004, the company recorded a gain on the sale of property and equipment of $2.9 million and received proceeds
of $11.3 million.
During 2004, investing cash flows were positively impacted by the net proceeds of $688 million received from the sale
of the credit card business to GE (see Note 2 of the Notes to Consolidated Financial Statements).
During 2003, the Company recorded a gain of $15.6 million and received proceeds of $34.6 million from the sale of its
interest in Sunrise Mall and its associated center in Brownsville, Texas. During 2003, the company recorded a gain on
the sale of property and equipment of $8.7 million and received proceeds of $31.8 million.
Financing Activities
Historically, cash inflows from financing activities generally included borrowing under the Company’s accounts
receivable conduit facilities, the issuance of new mortgage notes or long-term debt and funds from stock option
exercises. As a result of the sale of its credit card business, the Company’s need for liquidity has been reduced and the
Company’s accounts receivable conduit facilities were terminated. The Company’s primary source of available
borrowings is its $1 billion revolving credit facility. Financing cash outflows generally include the repayment of
borrowings under the Company’s accounts receivable conduit facilities (prior to the sale and termination), the repayment
of mortgage notes or long-term debt, the payment of dividends and the purchase of treasury stock.
During fiscal 2004, the Company repurchased $40.6 million of its outstanding unsecured notes prior to their related
maturity dates. Interest rates on the repurchased securities ranged from 6.30% to 8.20%. Maturity dates ranged from
2008 to 2028. The Company also redeemed the $331.6 million Preferred Securities. Notes in the amount of $163.4
million matured and were repaid during fiscal 2004.
During 2004, the Company reduced its net level of outstanding debt and capital leases by $983 million. The decrease in
total debt is due to the sale of the Company’s private label credit card business to GE and through scheduled debt
maturities and repurchases of notes prior to their related maturity dates. GE assumed $400 million of the Company’s
securitized public debt as part of the sale. Concurrent with the sale of the credit card business, the Company repaid all of
its short-term securitized borrowings and terminated its short-term borrowing facilities. Maturities of long-term debt
over the next five years are $92 million, $98 million, $201 million, $198 million and $25 million, respectively.
Revolving Credit Agreement
The Company’s primary source of liquidity is the availability of funds under its $1 billion revolving credit facility
(“credit facility”). Borrowings under the credit facility accrue interest at JPMorgan’s Base Rate or LIBOR plus 1.50%
(currently 4.09%) subject to certain availability thresholds as defined in the credit facility. Availability for borrowings
and letter of credit obligations under the credit facility is limited to 75% of the inventory of certain Company subsidiaries
20
(approximately $878 million at January 29, 2005). There are no financial covenant requirements under the credit facility
provided availability exceeds $100 million. The credit facility expires on December 12, 2008. At January 29, 2005,
letters of credit totaling $69.7 million were issued under this facility leaving unutilized availability under the facility of
$808 million. The Company borrowed $100 million on its revolving credit facility during 2004 in connection with the
redemption of the $331.6 million Preferred Securities on February 2, 2004. The Company had no outstanding
borrowings at January 29, 2005.
Long-term Debt
At January 29, 2005, the Company had $1.4 billion of unsecured notes and mortgage notes outstanding. The unsecured
notes bear interest at rates ranging from 6.30% to 9.50% with due dates from 2005 through 2028. The mortgage notes
bear interest at rates ranging from 7.25% to 10.12% with due dates through 2013.
Stock Repurchase
In May 2000, the Company announced that the Board of Directors authorized the repurchase of up to $200 million of its
Class A Common Stock. During fiscal 2004, the Company repurchased approximately $40.4 million of Class A
Common Stock, representing 2.0 million shares at an average price of $20.19 per share. Approximately $16 million in
share repurchase authorization remained under this open-ended plan at January 29, 2005.
Guaranteed Beneficial Interests in the Company’s Subordinated Debentures
Prior to February 2, 2004, Guaranteed Preferred Beneficial Interests in the Company’s Subordinated Debentures
included $331.6 million liquidation amount of LIBOR plus 1.56% Preferred Securities, due January 29, 2009 (the
“Preferred Securities”) by Horatio Finance V.O.F., a wholly owned subsidiary of the Company. The Company
redeemed the $331.6 million Preferred Securities on February 2, 2004.
The Company has $200 million liquidation amount of 7.5% Capital Securities, due August 1, 2038 representing the
beneficial ownership interest in the assets of Dillard’s Capital Trust I, a consolidated entity of the Company.
Fiscal 2005
The sale of the Company’s credit card business significantly strengthened its liquidity and financial position. The
Company had cash on hand of $498 million as of January 29, 2005 and reduced outstanding debt by $988 million during
fiscal 2004. During fiscal 2005, the Company expects to finance its capital expenditures and its working capital
requirements including required debt repayments and stock repurchases, if any, from cash flows generated from
operations. As a result of the Company’s sale of its credit card business, the Company does not currently expect to
utilize funds through its $1 billion revolving credit agreement. Management believes that cash on hand and cash
generated from operations will be sufficient to cover its reasonably foreseeable working capital, capital expenditures,
debt service requirements and stock repurchase. Depending on conditions in the capital markets and other factors, the
Company will from time to time consider possible capital market transactions, the proceeds of which could be used to
refinance current indebtedness or other corporate purposes.
Off-Balance-Sheet Arrangements
The Company has not created, and is not party to, any special-purpose or off-balance-sheet entities for the purpose of
raising capital, incurring debt or operating the Company’s business. The Company is a guarantor on a $54.3 million loan
for a joint venture as of January 29, 2005. At January 29, 2005, the joint venture had $36.5 million outstanding on the
loan. The Company does not have any additional arrangements or relationships with entities that are not consolidated
into the financial statements that are reasonably likely to materially affect the Company’s liquidity or the availability of
capital resources.
21
Contractual Obligations and Commercial Commitments
To facilitate an understanding of the Company’s contractual obligations and commercial commitments, the following
data is provided:
(in thousands of dollars)
Contractual obligations
Long-term debt (1)
Guaranteed beneficial interests
in the Company’s
subordinated debentures
Capital lease obligations
Defined benefit plan payments
Purchase Obligations (2)
Operating leases
Total contractual cash
PAYMENTS DUE BY PERIOD
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
$1,414,453
$ 91,629
$299,114
$222,799
$ 800,911
200,000
25,108
55,657
1,803,730
222,069
-
4,926
3,604
1,803,730
47,399
-
7,324
9,572
-
78,328
-
2,225
10,167
-
41,538
200,000
10,633
32,314
-
54,804
obligations
$3,721,017
$1,951,288
$394,338
$276,729
$1,098,662
(1) Does not include an estimate of future interest payments having a weighted average rate of 7.2%.
(2) The Company’s purchase obligations principally consist of purchase orders for merchandise and store construction
commitments. Amounts committed under open purchase order for merchandise inventory represent $1.7 billion of
the purchase obligations, of which a significant portion are cancelable without penalty prior to a date that precedes
the vendor’s scheduled shipment date.
(in thousands of dollars)
Other commercial
commitments
$1 billion line of credit,
none outstanding (1)
Standby letters of credit
Import letters of credit
Total commercial
commitments
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
Total
Amounts
Committed Within 1 year
2-3 years
4-5 years
After 5
years
$-
59,425
10,244
$-
59,425
10,244
$69,669
$69,669
$-
-
-
$-
$-
-
-
$-
$-
-
-
$-
(1) Availability under the credit facility is limited to 75% of the inventory of certain Company subsidiaries
(approximately $878 million at January 29, 2005) and has been reduced by outstanding letters of credit of $69.7
million.
Other long-term commitments consist of liabilities incurred relating to the Company’s defined benefit plans. The
Company expects pension expense to be approximately $8.9 million in fiscal 2005 with a liability of $91 million. The
Company expects to make a contribution to the pension plan of approximately $3.6 million in fiscal 2005.
The Company is a guarantor on a $54.3 million loan for a joint venture as of January 29, 2005. At January 29, 2005, the
joint venture had $36.5 million outstanding on the loan. The loan is collateralized by a mall in Yuma, Arizona with a
book value of $55 million at January 29, 2005. The timing and amount of payments under the guarantee, if any, cannot
be reasonably predicted and are therefore excluded from the tables above.
New Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting
Standards (“SFAS”) No. 151, “Inventory Costs an amendment of ARB No. 43, Chapter 4” (“SFAS No. 151”). SFAS
No. 151 amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal
22
amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of the of SFAS No. 151 is not
expected to have a material effect on the Company’s financial position, results of operations or cash flows.
In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – An Amendment of APB
Opinion No. 29, Accounting for Nonmonetary Transactions” (“SFAS No. 153”). SFAS No. 153 eliminates from fair
value measurement for nonmonetary exchanges of similar productive assets in paragraph 21 (b) of APB Opinion No. 29,
and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 is effective for
fiscal periods beginning after June 15, 2005. The Company does not expect SFAS No. 153 to have a material impact on
our consolidated financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123-R”).
SFAS No. 123-R requires all forms of share-based payment to employees, including employee stock options, be treated
as compensation and recognized in the income statement based on their estimated fair values. This statement will be
effective for fiscal periods beginning after June 15, 2005 which will be the Company’s third quarter of fiscal 2005.
The Company currently accounts for stock options under APB No. 25 using the intrinsic value method in accounting for
its employee stock options. No stock-based compensation costs were reflected in net income, as no options under those
plans had an exercise price less than the market value of the underlying common stock on the date of grant.
Under the adoption of SFAS No. 123-R, the Company will be required to expense stock options over the vesting period
in its statement of operations. In addition, the Company will need to recognize expense over the remaining vesting
period associated with unvested options outstanding as of June 15, 2005. Based on the stock options outstanding as of
January 29, 2005, the stock-based employee compensation expense, net of related tax effects, will be approximately $0.7
million in fiscal 2005. The Company has not yet determined the method of adoption or the effect of adopting SFAS 123-
R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma
disclosures under SFAS 123.
Forward-Looking Information
The foregoing contains certain “forward-looking statements” within the definition of federal securities laws. Statements
in the Management’s Discussion and Analysis of Financial Condition and Results of Operations include certain
“forward-looking statements,” including (without limitation) statements with respect to anticipated future operating and
financial performance, growth and acquisition opportunities, financing requirements and other similar forecasts and
statements of expectation. Words such as “expects,” “anticipates,” “plans” and “believes,” and variations of these words
and similar expressions, are intended to identify these forward-looking statements. Statements made regarding the
Company’s merchandise strategies, funding of cyclical working capital needs, store opening schedule and estimates of
depreciation and amortization, rental expense, interest and debt expense and capital expenditures for fiscal year 2005 are
forward-looking statements. The Company cautions that forward-looking statements, as such term is defined in the
Private Securities Litigation Reform Act of 1995, contained in this report are based on estimates, projections, beliefs and
assumptions of management at the time of such statements and are not guarantees of future performance. The Company
disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the
receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties
and are subject to change based on various important factors. Actual future performance, outcomes and results may
differ materially from those expressed in forward-looking statements made by the Company and its management as a
result of a number of risks, uncertainties and assumptions. Representative examples of those factors (without limitation)
include general retail industry conditions and macro-economic conditions; economic and weather conditions for regions
in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s
customers; the impact of competitive pressures in the department store industry and other retail channels including
specialty, off-price, discount, internet, and mail-order retailers; trends in personal bankruptcies and charge-off trends in
the credit card receivables portfolio; changes in consumer spending patterns and debt levels; adequate and stable
availability of materials and production facilities from which the Company sources its merchandise; changes in operating
expenses, including employee wages, commission structures and related benefits; possible future acquisitions of store
properties from other department store operators and the continued availability of financing in amounts and at the terms
necessary to support the Company’s future business; fluctuations in LIBOR and other base borrowing rates; potential
disruption from terrorist activity and the effect on ongoing consumer confidence; potential disruption of international
23
trade and supply chain efficiencies; world conflict and the possible impact on consumer spending patterns and other
economic and demographic changes of similar or dissimilar nature.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
The table below provides information about the Company’s obligations that are sensitive to changes in interest rates. The
table presents maturities of the Company’s long-term debt and Guaranteed Beneficial Interests in the Company’s
Subordinated Debentures along with the related weighted-average interest rates by expected maturity dates.
(in thousands of dollars)
Expected Maturity Date
(fiscal year)
Long-term debt (including
receivables financing
facilities)
Average interest rate
Guaranteed Beneficial
Interests in the Company’s
Subordinated Debentures
Average interest rate
2005
2006
2007
2008
2009 Thereafter
Total
Fair Value
$91,629
6.9%
$98,479 $200,635 $198,146 $24,653
9.4%
6.5%
6.9%
7.4%
$800,911
7.4%
$1,414,453
7.2%
$1,467,024
$-
-%
$-
-%
$-
-%
$-
-%
$-
-%
$200,000
7.5%
$ 200,000
7.5%
$ 199,120
During the year ended January 29, 2005, the Company repurchased $40.6 million of its outstanding unsecured notes
prior to their related maturity dates. Interest rates on the repurchased securities ranged from 6.3% to 8.2%. Maturity
dates ranged from 2008 to 2028.
The Company is exposed to market risk from changes in the interest rates under its $1 billion revolving credit facility.
Outstanding balances under this facility bear interest at a variable rate based on JPMorgan’s Base Rate or LIBOR plus
1.50%. The Company borrowed $100 million on its revolving credit facility during 2004 in connection with the
redemption of the $331.6 million Preferred Securities on February 2, 2004. The Company had no outstanding
borrowings at January 29, 2005 other than the utilization for unfunded letters of credit.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of the Company and notes thereto are included in this report beginning on page F-
1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
The Company maintains “disclosure controls and procedures,” as such term is defined in Rules 13a-15e and 15d-15e of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information
required to be disclosed in the Company’s reports, pursuant to the Exchange Act, is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding the required disclosures. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well-designed and
operated, can provide only reasonable assurances of achieving the desired control objectives, and management
24
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
As of January 29, 2005, the Company carried out an evaluation, with the participation of Company’s management,
including William Dillard, II, Chairman of the Board of Directors and Chief Executive Officer (principal executive
officer) and James I. Freeman, Senior Vice-President and Chief Financial Officer (principal financial officer), of the
effectiveness of the Company’s “disclosure controls and procedures” pursuant to Securities Exchange Act Rule 13a-15.
Based on their evaluation, the principal executive officer and principal financial officer concluded that the Company’s
disclosure controls and procedures are effective. There were no significant changes in the Company’s internal controls
over financial reporting that occurred during the year ended January 29, 2005 to which this report relates that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s report on internal control over financial reporting and the attestation report of Deloitte & Touche LLP,
the Company’s independent registered public accounting firm, on management’s assessment of internal control over
financial reporting is incorporated herein by reference from pages F-2 and F-3 of this report.
William Dillard, II, Chairman of the Board of Directors and Chief Executive Officer, has certified to the New York
Stock Exchange that he is not aware of any violations by the Company of the exchange’s corporate governance listing
standards. Attached as an exhibit to this annual report is the certification of Mr. Dillard required under Section 302 of
the Sarbanes-Oxley Act of 2002 regarding the quality of the Company’s public disclosures.
ITEM 9B. OTHER INFORMATION.
None.
25
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A.
Directors of the Registrant
Information regarding directors of the Registrant is incorporated herein by reference under the heading
“Nominees for Election as Directors” and under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in the Proxy Statement.
B.
Executive Officers of the Registrant
Information regarding executive officers of the Registrant is incorporated herein by reference to Part 1 of this
report under the heading “Executive Officers of the Company.” Reference additionally is made to the
information under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy
Statement, which information is incorporated herein by reference.
The Company’s Board of Directors has adopted a Company Code of Conduct that applies to all Company employees
including the Company’s Directors, CEO and senior financial officers. The current version of such Code of Conduct is
available free of charge on Dillard’s, Inc. web site, www.dillards.com , and is available in print to any shareholder who
requests copies by contacting Julie J. Bull, Director of Investor Relations, at the Company's principal executive offices
set forth above.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation and compensation of directors is incorporated herein by reference to the
information beginning under the heading “Compensation of Directors and Executive Officers” and concluding under the
heading “Compensation of Directors” in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
Number of securities to be
issued upon exercise of
outstanding options
Weighted average
exercise prices of
outstanding options
Number of securities
available for future
issuance under equity
compensation plans
Equity compensation plans
approved by shareholders
Total
3,845,009
3,845,009
$24.91
$24.91
11,141,656
11,141,656
Additional Information regarding security ownership of certain beneficial owners and management is incorporated
herein by reference to the information under the heading “Principal Holders of Voting Securities” and under the heading
“Security Ownership of Management” and continuing through footnote 12 in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is incorporated herein by reference to the information
under the heading “Certain Relationships and Transactions” in the Proxy Statement.
26
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information regarding principal accountant fees and services is incorporated herein by reference to the information under
the heading “Independent Accountant Fees” in the Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
(a)(1) and (2) Financial Statements and Financial Statement Schedule
An “Index to Financial Statements” and “Financial Statement Schedule” has been filed as a part of this Report beginning
on page F-1 hereof.
(a)(3) Exhibits and Management Compensatory Plans
An “Exhibit Index” has been filed as a part of this Report beginning on page E-1 hereof and is herein incorporated by
reference.
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dillard’s, Inc.
Registrant
Date: April 14, 2005
/s/ James I. Freeman
James I. Freeman, Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the Registrant and in the capacity and on the date indicated.
/s/ Robert C. Connor
Robert C. Connor
Director
/s/ Will D. Davis
Will D. Davis
Director
/s/ Alex Dillard
Alex Dillard
President and Director
/s/ Drue Corbusier
Drue Corbusier
Executive Vice President and Director
/s/ William Dillard, II
William Dillard, II
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ Mike Dillard
Mike Dillard
Executive Vice President
and Director
/s/ James I. Freeman
James I. Freeman
Senior Vice President and Chief Director
Financial Officer and Director
/s/ John Paul Hammerschmidt
John Paul Hammerschmidt
/s/ Peter R. Johnson
Peter R. Johnson
Director
/s/ William H. Sutton
William H. Sutton
Director
Date: April 14, 2005
/s/ Warren A. Stephens
Warren A. Stephens
Director
/s/ J.C. Watts, Jr.
J.C. Watts, Jr.
Director
28
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
DILLARD'S, INC. AND SUBSIDIARIES
Year Ended January 29, 2005
Report of Independent Registered Public Accounting Firm
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – January 29, 2005 and January 31, 2004.
Consolidated Statements of Operations - Fiscal years ended January 29, 2005,
January 31, 2004 and February 1, 2003.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
- Fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003.
Consolidated Statements of Cash Flows - Fiscal years ended January 29, 2005,
January 31, 2004 and February 1, 2003.
Notes to Consolidated Financial Statements - Fiscal years ended January 29, 2005,
January 31, 2004 and February 1, 2003.
Schedule II - Valuation and Qualifying Accounts
Page
F-2
F-3
F-4
F-6
F-7
F-8
F-9
F-10
F-26
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Dillard’s, Inc.
Little Rock, Arkansas
We have audited the accompanying consolidated balance sheets of Dillard’s, Inc. and subsidiaries (the “Company”) as of
January 29, 2005 and January 31, 2004, and the related consolidated statements of operations, stockholders' equity and
comprehensive income (loss), and cash flows for each of the three years in the period ended January 29, 2005. Our
audits also included the financial statement schedule of Dillard’s, Inc. and subsidiaries, listed in item 15. These financial
statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial
position of Dillard’s, Inc. and subsidiaries as of January 29, 2005 and January 31, 2004, and the results of their
operations and their cash flows for each of the three years in the period ended January 29, 2005, in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the effectiveness of the Company’s internal control over financial reporting as of January 29, 2005, based on the
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated April 13, 2005 expressed an unqualified opinion on management’s
assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on
the effectiveness of the Company’s internal control over financial reporting.
As discussed in Notes 1 and 3 to the consolidated financial statements, the Company changed its method of accounting
for goodwill and other intangible assets in 2002 to conform to Statement of Financial Accounting Standards No. 142.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Dallas, Texas
April 13, 2005
F-2
Management’s Report on Internal Control over Financial Reporting
The financial statements, financial analysis and all other information in this Annual Report on Form 10-K were prepared
by management, who is responsible for their integrity and objectivity and for establishing and maintaining adequate
internal controls over financial reporting.
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company’s internal control over financial reporting includes those
policies and procedures that:
i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets of the Company;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company;
and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
dispositions of the Company’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the
circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable
assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness
of internal controls may vary over time.
Management assessed the design and effectiveness of the Company’s internal control over financial reporting as of
January 29, 2005. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on
management’s assessment using those criteria, it believes that, as of January 29, 2005, the Company’s internal control
over financial reporting is effective.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the financial statements of the
Company for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003 and has attested to
management’s assertion regarding the effectiveness of the Company’s internal control over financial reporting as of
January 29, 2005. Their report is presented on the following page. The independent registered public accountants and
internal auditors advise management of the results of their audits and make recommendations to improve the system of
internal controls. Management evaluates the audit recommendations and takes appropriate action.
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Dillard’s, Inc.
Little Rock, Arkansas
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control
over Financial Reporting, that Dillard’s, Inc. and subsidiaries (the “Company”) maintained effective internal control over
financial reporting as of January 29, 2005, based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and
an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, evaluating management’s assessment, testing and
evaluating the design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and effected by
the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial
reporting to future periods are subject to the risk that the controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-4
In our opinion, management’s assessment that the Company maintained effective internal control over financial
reporting as of January 29, 2005, is fairly stated, in all material respects, based on the criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of January 29, 2005, based on the criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements and financial statement schedule as of and for the year ended January 29,
2005 of the Company and our report dated April 13, 2005 expressed an unqualified opinion on those financial statements
and financial statement schedule and included an explanatory paragraph relating to the Company’s change in accounting
for goodwill and intangible assets in 2002 to conform to Statement of Financial Accounting Standards No. 142.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Dallas, Texas
April 13, 2005
F-5
Consolidated Balance Sheets
Dollars in Thousands
Assets
Current Assets:
Cash and cash equivalents
Accounts receivable (net of allowance for
doubtful accounts of $0 and $40,967)
Merchandise inventories
Other current assets
Total current assets
Property and Equipment:
Land and land improvements
Buildings and leasehold improvements
Furniture, fixtures and equipment
Buildings under construction
Buildings and equipment under capital leases
Less accumulated depreciation and amortization
Goodwill
Other Assets
Total Assets
Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable and accrued expenses
Current portion of long-term debt
Current portion of capital lease obligations
Federal and state income taxes including current deferred taxes
Current portion of Guaranteed Beneficial Interest
in the Company’s Subordinated Debentures
Other short-term borrowings
Total current liabilities
Long-term Debt
Capital Lease Obligations
Other Liabilities
Deferred Income Taxes
Operating Leases and Commitments
Guaranteed Preferred Beneficial Interests in the
Company’s Subordinated Debentures
Stockholders’ Equity:
Common stock, Class A – 114,581,524 and 112,866,918 shares
issued; 79,194,675 and 79,480,069 shares outstanding
Common stock, Class B (convertible) — 4,010,929 shares
issued and outstanding
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Less treasury stock, at cost, Class A —35,386,849 and
33,386,849 shares
Total stockholders’ equity
Total Liabilities and Stockholders’ Equity
See notes to consolidated financial statements.
F-6
January 29, 2005
January 31, 2004
$ 498,248
$ 160,873
9,651
1,733,033
52,559
2,293,491
102,098
2,755,565
2,143,464
96,767
60,724
(1,977,862)
3,180,756
35,495
181,839
$ 5,691,581
$ 820,242
91,629
4,926
128,436
-
-
1,045,233
1,322,824
20,182
269,056
509,589
1,191,489
1,632,377
38,952
3,023,691
100,726
2,685,628
2,192,029
40,636
51,493
(1,873,043)
3,197,469
36,731
153,206
$ 6,411,097
$ 679,854
166,041
2,126
106,487
331,579
50,000
1,336,087
1,855,065
17,711
147,901
617,236
200,000
200,000
1,146
1,129
40
739,620
(13,333)
2,305,993
(708,769)
2,324,697
$ 5,691,581
40
713,974
(11,281)
2,201,623
(668,388)
2,237,097
$ 6,411,097
Consolidated Statements of Operations
Dollars in Thousands, Except Per Share Data
Net Sales
Service Charges, Interest and Other Income
Costs and Expenses:
Cost of sales
Advertising, selling, administrative and general expenses
Depreciation and amortization
Rentals
Interest and debt expense
Asset impairment and store closing charges
Total costs and expenses
Income Before Income Taxes
Income Taxes
Income before cumulative effect of accounting change
Cumulative effect of accounting change, net of tax benefit
of $0
Net Income (Loss)
Basic Earnings Per Common Share:
Income before cumulative effect of accounting change
Cumulative effect of accounting change
Net Income (Loss)
Diluted Earnings Per Common Share:
Income before cumulative effect of accounting change
Cumulative effect of accounting change
Net Income (Loss)
See notes to consolidated financial statements.
January 29, 2005
Years Ended
January 31, 2004
February 1, 2003
$7,528,572
287,699
7,816,271
5,017,765
2,098,791
301,917
54,774
139,056
19,417
7,631,720
184,551
66,885
117,666
—
$ 117,666
$1.41
—
$1.41
$1.41
—
$1.41
$7,598,934
264,734
7,863,668
5,170,173
2,097,947
290,661
64,101
181,065
43,727
7,847,674
15,994
6,650
9,344
—
$ 9,344
$0.11
—
$0.11
$0.11
—
$0.11
$7,910,996
322,943
8,233,939
5,254,134
2,164,033
301,407
68,101
189,779
52,224
8,029,678
204,261
72,335
131,926
(530,331)
$(398,405)
$ 1.56
(6.27)
$ (4.71)
$ 1.55
(6.22)
$ (4.67)
F-7
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)
Dollars in Thousands, Except Per Share Data
Balance, February 2, 2002
Net loss
Minimum pension liability
adjustment, net of tax of $2,529
Total comprehensive loss
Issuance of 869,985 shares under
stock option, employee savings
and stock bonus plans
Cash dividends declared:
Common stock, $.16 per share
Balance, February 1, 2003
Net income
Minimum pension liability
adjustment, net of tax of $3,817
Total comprehensive income
Issuance of 189,413 shares under
stock option, employee savings
and stock bonus plans
Purchase of 1,456,076 shares of
treasury stock
Cash dividends declared:
Common stock, $.16 per share
Balance, January 31, 2004
Net income
Minimum pension liability
adjustment, net of tax of $1,154
Total comprehensive income
Issuance of 1,714,606 shares under
stock option, employee savings
and stock bonus plans
Purchase of 2,000,000 shares of
treasury stock
Cash dividends declared:
Common stock, $.16 per share
Balance, January 29, 2005
See notes to consolidated financial statements.
—
$1,146
Common Stock
ClassA
$1,118
__
Class B
$40
__
Additional
Paid-in
Capital
$699,104
__
Accumulated
Other
Comprehen-
sive Loss
$ —
__
__
__
__
(4,496)
Retained
Earnings
$2,617,608
(398,405)
Treasury
Stock
$(649,473)
__
Total
$2,668,397
(398,405)
__
__
__
(4,496)
(402,901)
__
12,229
9
—
1,127
__
__
2
__
—
1,129
__
__
17
__
__
—
40
__
__
__
__
—
40
__
__
__
__
12,220
—
711,324
__
2,650
__
—
713,974
__
__
__
__
—
(4,496)
__
(13,529)
2,205,674
9,344
—
(649,473)
__
(13,529)
2,264,196
9,344
__
(6,785)
__
__
__
__
(6,785)
2,559
__
2,652
(18,915)
(18,915)
—
(11,281)
(13,395)
2,201,623
117,666
—
(668,388)
__
(13,395)
2,237,097
117,666
__
(2,052)
25,646
__
__
__
__
__
__
__
(2,052)
115,614
__
25,663
(40,381)
(40,381)
—
$40
—
$739,620
—
$(13,333)
(13,296)
$2,305,993
—
(13,296)
$(708,769) $2,324,697
F-8
Consolidated Statements of Cash Flows
Dollars in Thousands
Operating Activities:
Net income (loss)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization of property and deferred financing
Deferred income taxes
Loss on early extinguishments of debt
Asset impairment and store closing charges
Gain on sale of credit card business
Gain on sale of joint venture
Gain on sale of property and equipment
Provision for loan losses
Cumulative effect of accounting change, net of taxes
Changes in operating assets and liabilities:
Decrease in accounts receivable
Increase in merchandise inventories
(Increase) decrease in other current assets
(Increase) decrease in other assets
Increase (decrease) in trade accounts payable
and accrued expenses, other liabilities and income taxes
Net cash provided by operating activities
Investing Activities:
Purchase of property and equipment
Proceeds from sale of property and equipment
Net cash from sale of credit card business
Proceeds from sale of joint venture
Net cash provided by (used in) investing activities
Financing Activities:
Principal payments on long-term debt and capital lease obligations
(Decrease) increase in short-term borrowings and capital lease
obligations
Cash dividends paid
Proceeds from issuance of common stock
Purchase of treasury stock
Retirement of Guaranteed Beneficial Interest in the Company’s
Debentures
Proceeds from receivable financing, net
Proceeds from long-term borrowings
Net cash used in financing activities
Increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents, Beginning of Year
Cash and Cash Equivalents, End of Year
Non-cash transactions:
Tax benefit from exercise of stock options
Capital lease transactions
See notes to consolidated financial statements.
F-9
January 29, 2005
Years Ended
January 31, 2004
February 1, 2003
$117,666
$9,344
$(398,405)
305,536
(122,036)
__
19,417
(83,867)
__
(2,933)
12,835
__
166,899
(100,656)
(13,607)
(39,816)
294,623
554,061
(285,331)
11,330
688,213
—
414,212
297,201
13,623
__
43,727
__
(15,624)
(8,699)
35,244
__
110,936
(38,069)
16,121
(37,048)
5,350
432,106
(227,421)
31,766
__
34,579
(161,076)
305,545
24,878
6,834
52,224
__
(64,295)
(1,103)
36,574
530,331
286
(32,445)
(30,760)
31,559
(104,281)
356,942
(233,268)
—
__
68,295
(164,973)
(212,163)
(272,702)
(340,081)
(50,000)
(13,296)
16,521
(40,381)
(331,579)
—
—
(630,898)
337,375
160,873
$498,248
51,369
(13,395)
1,130
(18,915)
—
—
—
(252,513)
18,517
142,356
$160,873
—
(13,529)
11,037
—
—
100,000
40,000
(202,573)
(10,604)
152,960
$142,356
$9,142
10,781
$256
—
$4,985
—
Notes to Consolidated Financial Statements
1. Description of Business and Summary of Significant Accounting Policies
Description of Business – Dillard’s, Inc. (the “Company”) operates retail department stores located primarily in the
Southeastern, Southwestern and Midwestern areas of the United States. The Company’s fiscal year ends on the Saturday
nearest January 31 of each year. Fiscal years 2004, 2003 and 2002 ended on January 29, 2005, January 31, 2004 and
February 1, 2003, respectively. Fiscal years 2004, 2003 and 2002 included 52 weeks.
Consolidation – The accompanying consolidated financial statements include the accounts of Dillard’s, Inc. and its
wholly owned subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Investments in and
advances to joint ventures in which the Company has a 50% ownership interest are accounted for by the equity method.
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Significant estimates include
inventories, sales return, allowance for doubtful accounts prior to November 1, 2004, self-insured accruals, future cash
flows for impairment analysis, pension discount rate and lives of long-lived assets. Actual results could differ from
those estimates.
Cash Equivalents – The Company considers all highly liquid investments with an original maturity of three months or
less when purchased to be cash equivalents. The Company considers receivables from charge card companies as cash
equivalents.
Accounts Receivable – In November 2004, the Company sold substantially all of its accounts receivable to GE
Consumer Finance (“GE”) and no longer maintains an allowance for doubtful accounts.
Prior to November 2004, customer accounts receivable on the Company’s proprietary credit card were classified as
current assets and include some which are due after one year, consistent with industry practice. Proprietary credit card
receivables were shown net of an allowance for uncollectible accounts. The Company calculated the allowance for
uncollectible accounts using a model that analyzes factors such as bankruptcy filings, delinquency rates, historical
charge-off patterns, recovery rates and other portfolio data. The calculation was then reviewed by management to assess
whether, based on recent economic events, additional analyses were required to appropriately estimate losses inherent in
the portfolio. The Company charged off an account automatically when a customer has failed to make a required
payment in each of the six billing cycles following a missed payment. The Company also provided for the estimated
uncollectible portion of the finance charge revenue based upon our historical collection experience as part of the
allowance for doubtful accounts. This allowance represented amounts of credit card receivable balances (including
billed but uncollected finance charges) which management estimated will ultimately not be collected. Finance charge
revenue was recorded until an account is charged off, at which time uncollected finance charge revenue was recorded as
a reduction of credit revenues.
Historically, the Company utilized credit card securitizations as part of its overall funding strategy. The transfers were
accounted for under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for
Transfer and Servicing of Financial Assets and Liabilities”. All financing through these facilities are recorded on the
balance sheet as of January 31, 2004 (see Note 16).
In November 2004, the Company either repaid or transferred to GE all of its debt securitized by credit card receivables.
Significant Group Concentrations of Credit Risk – The Company granted credit to customers throughout North
America. There were no Metropolitan Statistical Areas that comprised 10% of the Company’s managed credit card
receivables at January 29, 2005 and January 31, 2004. As of November 1, 2004, GE owns all accounts and balances
generated through sales on the Company’s private label card.
F-10
Merchandise Inventories – The retail last-in, first-out (“LIFO”) inventory method is used to value merchandise
inventories. At January 29, 2005 and January 31, 2004, the LIFO cost of merchandise was approximately equal to the
first-in, first-out (“FIFO”) cost of merchandise.
Property and Equipment – Property and equipment owned by the Company is stated at cost, which includes related
interest costs incurred during periods of construction, less accumulated depreciation and amortization. Capitalized
interest was $4.5 million, $2.6 million and $2.5 million in fiscal 2004, 2003 and 2002, respectively. For financial
reporting purposes, depreciation is computed by the straight-line method over estimated useful lives:
Buildings and leasehold improvements
Furniture, fixtures and equipment
20 - 40 years
3 - 10 years
Properties leased by the Company under lease agreements which are determined to be capital leases are stated at an
amount equal to the present value of the minimum lease payments during the lease term, less accumulated amortization.
The properties under capital leases and leasehold improvements under operating leases are amortized on the straight-line
method over the shorter of their useful lives or the related lease terms. The provision for amortization of leased
properties is included in depreciation and amortization expense.
Included in property and equipment as of January 29, 2005 are assets held for sale in the amount of $7.7 million. During
fiscal 2004, 2003 and 2002, the Company realized gains on the sale of property and equipment of $2.9 million, $8.7
million and $1.1 million, respectively.
Depreciation expense on property and equipment was $302 million, $291 million and $301 million for fiscal 2004, 2003
and 2002, respectively.
Long-Lived Assets Excluding Goodwill – The Company follows SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets,” which requires impairment losses to be recorded on long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are
less than the assets’ carrying amount. In the evaluation of the fair value and future benefits of long-lived assets, the
Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. This
analysis is performed at the store unit level. If the carrying value of the related asset exceeds the undiscounted cash
flows, the carrying value is reduced to its fair value which is based on expected discounted future cash flows. Various
factors including future sales growth and profit margins are included in this analysis. Management believes at this time
that the carrying value and useful lives continue to be appropriate, after recognizing the impairment charges recorded in
2004, 2003 and 2002, as disclosed in Note 14.
Goodwill – The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective February 3, 2002.
It changes the accounting for goodwill from an amortization method to an “impairment only” approach. Under SFAS
No. 142, goodwill is no longer amortized but reviewed for impairment annually or more frequently if certain indicators
arise. The Company tested goodwill for impairment as of the adoption date using the two-step process prescribed in
SFAS No. 142. The Company identified its reporting units under SFAS No. 142 at the store unit level. The fair value of
these reporting units was estimated using the expected discounted future cash flows and market values of related
businesses, where appropriate. Prior to the adoption of SFAS No. 142, goodwill, which represents the cost in excess of
fair value of net assets acquired, was amortized on the straight-line basis over 40 years. Accumulated goodwill
amortization was $55.6 million at February 2, 2002. Management believes at this time that the carrying value continues
to be appropriate, recognizing the impairment charge recorded in fiscal 2004, 2003 and 2002, as disclosed in Note 3.
Other Assets – Other assets include investments in joint ventures accounted for by the equity method. These joint
ventures, which consist of malls and a general contracting company that constructs Dillard’s stores and other commercial
buildings, had carrying values of $116 million and $97 million at January 29, 2005 and January 31, 2004, respectively.
The malls are located in Yuma, Arizona; Toledo, Ohio; Denver, Colorado and one currently under construction in Bonita
Springs, Florida. Earnings from joint ventures were $8.7 million, $8.1 million and $19.5 million for fiscal 2004, 2003
and 2002, respectively. The Company also recorded a $15.6 million pretax gain for the year ended January 31, 2004
from the sale of its interest in Sunrise Mall and its associated center in Brownsville, Texas for $80.7 million including
the assumption of the $40.0 million mortgage note. The Company recorded a pretax gain of $64.3 million pertaining to
F-11
the Company’s sale of its interest in FlatIron Crossing, a Broomfield, Colorado shopping center, for the year ended
February 1, 2003. The gains on the sale were recorded in Service Charges, Interest and Other Income.
Vendor Allowances – The Company receives concessions from its vendors through a variety of programs and
arrangements, including co-operative advertising and markdown reimbursement programs. Co-operative advertising
allowances are reported as a reduction of advertising expense in the period in which the advertising occurred. Payroll
reimbursements are reported as a reduction of payroll expense in the period in which the reimbursement occurred. All
other vendor allowances are recognized as a reduction of cost purchases. Accordingly, a reduction or increase in vendor
concessions has an inverse impact on cost of sales and/or selling and administrative expenses.
Insurance Accruals – The Company’s consolidated balance sheets include liabilities with respect to self-insured
workers’ compensation and general liability claims. The Company estimates the required liability of such claims,
utilizing an actuarial method, based upon various assumptions, which include, but are not limited to, our historical loss
experience, projected loss development factors, actual payroll and other data. The required liability is also subject to
adjustment in the future based upon the changes in claims experience, including changes in the number of incidents
(frequency) and changes in the ultimate cost per incident (severity).
Operating Leases – The Company leases retail stores and office space under operating leases. Most leases contain
construction allowance reimbursements by landlords, rent holidays, rent escalation clauses and/or contingent rent
provisions. The Company recognizes the related rental expense on a straight-line basis over the lease term and records
the difference between the amounts charged to expense and the rent paid as a deferred rent liability.
To account for construction allowance reimbursements from landlords and rent holidays, the Company records a
deferred rent liability included in trade accounts payable and accrued expenses and other liabilities on the consolidated
balance sheets and amortizes the deferred rent over the lease term, as a reduction to rent expense on the consolidated
income statements. For leases containing rent escalation clauses, the Company records minimum rent expense on a
straight-line basis over the lease term on the consolidated income statement. The lease term used for lease evaluation
includes renewal option periods only in instances in which the exercise of the option period can be reasonably assured
and failure to exercise such options would result in an economic penalty.
Revenue Recognition – The Company recognizes revenue at the “point of sale.” Revenue associated with gift cards is
recognized upon redemption of the gift card. Prior to the sale of its credit card business to GE, finance charge revenue
earned on customer accounts, serviced by the Company under its proprietary credit card program, was recognized in the
period in which it was earned. Beginning November 1, 2004, the Company’s share of income earned under the long-
term marketing and servicing alliance is included as a component of Service Charges, Interest and Other Income.
Allowance for sales returns are recorded as a component of net sales in the period in which the related sales are recorded.
Advertising – Advertising and promotional costs, which include newspaper, television, radio and other media
advertising, are expensed as incurred and were $246 million, $229 million and $253 million for fiscal years 2004, 2003
and 2002, respectively.
Income Taxes – In accordance with SFAS No. 109, “Accounting for Income Taxes,” deferred income taxes reflect the
future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting
amounts at year-end.
Shipping and Handling – In accordance with Emerging Issues Task Force (“EITF”) 00-10, “Accounting for Shipping
and Handling Fees and Costs,” the Company records shipping and handling reimbursements in Service Charges, Interest
and Other Income. The Company records shipping and handling costs in Advertising, Selling, Administrative and
General Expenses.
Comprehensive Income (Loss) – Accumulated other comprehensive loss consists only of the minimum pension
liability, which is calculated annually in the fourth quarter.
Stock-Based Compensation – The Company periodically grants stock options to employees. Pursuant to Accounting
Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” the Company accounts for stock-based
employee compensation arrangements using the intrinsic value method. No compensation expense has been recorded in
F-12
the consolidated financial statements with respect to option grants. The Company has adopted the disclosure only
provisions of Financial Accounting Standards Board Statement No. 123, “Accounting for Stock Based Compensation,”
as amended by Financial Accounting Standards Board Statement No. 148, “Accounting for Stock Based Compensation –
Transition and Disclosure, an Amendment of FASB Statement No. 123”. If compensation cost for the Company’s stock
option plans had been determined in accordance with the fair value method prescribed by SFAS No. 123, the Company’s
income before accounting change would have been:
(in thousands of dollars, except per share data)
Income before cumulative effect of accounting change
Fiscal 2004
Fiscal 2003
Fiscal 2002
As reported
$117,666
$ 9,344
$131,926
Deduct: Total stock-based employee
compensation expense determined under fair value
based method, net of taxes
Pro forma
Basic earnings per share:
As reported
Pro forma
Diluted earnings per share:
As reported
Pro forma
(1,825)
$115,841
(2,732)
$ 6,612
(9,261)
$122,665
$1.41
1.39
$1.41
1.38
$0.11
0.08
$0.11
0.08
$1.56
1.45
$1.55
1.44
Segment Reporting – The Company operates in a single operating segment — the operation of retail department stores.
Revenues from customers are derived from merchandise sales and service charges and interest on the Company’s
proprietary credit card prior to November 1, 2004.
The Company does not rely on any major customers as a source of revenue.
New Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an Amendment of ARB No. 43, Chapter 4”
(“SFAS No. 151”). SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS
No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of the
of SFAS No. 151 is not expected to have a material effect on the Company’s financial position, results of operations or
cash flows.
In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – An Amendment of APB
Opinion No. 29, Accounting for Nonmonetary Transactions” (“SFAS No. 153”). SFAS No. 153 eliminates from fair
value measurement for nonmonetary exchanges of similar productive assets in paragraph 21 (b) of APB Opinion No. 29,
and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 is effective for
fiscal periods beginning after June 15, 2005. The Company does not expect SFAS No. 153 to have a material impact on
our consolidated financial position, results of operations or cash flows.
In December 2004, the FASB issued Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123-R”).
SFAS No. 123-R requires all forms of share-based payments to employees, including employee stock options, be treated
as compensation and recognized in the income statement based on their estimated fair values. This statement will be
effective for fiscal periods beginning after June 15, 2005 which will be the Company’s third quarter of fiscal 2005.
The Company currently accounts for stock options under APB No. 25 using the intrinsic value method in accounting for
its employee stock options. No stock-based compensation costs were reflected in net income, as no options under those
plans had an exercise price less than the market value of the underlying common stock on the date of grant.
Under the adoption of SFAS No. 123-R, the Company will be required to expense stock options over the vesting period
in its statement of operations. In addition, the Company will need to recognize expense over the remaining vesting
period associated with unvested options outstanding as of June 15, 2005.
F-13
2. Disposition of Credit Card Receivables
On November 1, 2004, the Company completed the sale of substantially all of the assets of its private label credit card
business to GE. The purchase price of approximately $1.1 billion includes the assumption of $400 million of
securitization liabilities, the purchase of owned accounts receivable and other assets. Net cash proceeds received by the
Company were $688 million. The Company recorded a pretax gain of $83.9 million as a result of the sale. The gain is
recorded in Service Charges, Interest and Other Income on the Consolidated Statement of Operations.
As part of the transaction, the Company and GE have entered into a long-term marketing and servicing alliance with an
initial term of 10 years, with an option to renew. GE will own the accounts and balances generated during the term of the
alliance and will provide all key customer service functions supported by ongoing credit marketing efforts.
3. Goodwill
The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective February 3, 2002. It changes
the accounting for goodwill from an amortization method to an “impairment only” approach. Under SFAS No. 142,
goodwill is no longer amortized but reviewed for impairment annually or more frequently if certain indicators arise. The
Company tested goodwill for impairment as of the adoption date using the two-step process prescribed in SFAS No. 142.
The Company identified its reporting units under SFAS No. 142 at the store unit level. The fair value of these reporting
units was estimated using the expected discounted future cash flows and market values of related businesses, where
appropriate.
Related to the 1998 acquisition of Mercantile Stores Company Inc., the Company had $570 million in goodwill recorded
in its consolidated balance sheet at the beginning of 2002. The Company completed the required impairment tests of
goodwill in the second quarter of 2002 and determined that $530 million of goodwill was impaired under the fair value
test. This impairment was the result of sequential periods of declining profits in certain of these reporting units. In
accordance with SFAS No. 142, the impairment loss for goodwill was reflected as a cumulative effect of a change in
accounting principle in fiscal 2002. The Company tests the realizability of goodwill as of the end of each fiscal year or
when circumstances deem necessary.
The changes in the carrying amount of goodwill for the years ended January 29, 2005 and January 31, 2004 are as
follows (in thousands):
Goodwill balance at February 1, 2003
Goodwill written off in fiscal 2003
Goodwill balance at January 31, 2004
Goodwill written off in fiscal 2004
Goodwill balance at January 29, 2005
$39,214
( 2,483)
36,731
(1,236)
$35,495
4. Revolving Credit Agreement
At January 29, 2005, the Company maintained a $1 billion revolving credit facility with JPMorgan Chase Bank
(“JPMorgan”). Borrowings under the credit agreement accrue interest at JPMorgan’s Base Rate or LIBOR plus 1.50%
(currently 4.09%) subject to certain availability thresholds as defined in the credit agreement. Availability for
borrowings and letter of credit obligations under the credit agreement is limited to 75% of the inventory of certain
Company subsidiaries (approximately $878 million at January 29, 2005). There are no financial covenant requirements
under the credit agreement provided availability exceeds $100 million. The credit agreement expires on December 12,
2008. The Company pays an annual commitment fee of 0.375% of the committed amount less outstanding borrowings
and letters of credit to the banks. The Company borrowed $100 million on its revolving credit facility during 2004 in
connection with the redemption of the $331.6 million Preferred Securities on February 2, 2004. There were no funds
borrowed under the revolving credit facility during fiscal 2003.
F-14
5. Long-term Debt
Long-term debt consists of the following:
(in thousands of dollars)
Unsecured notes
at rates ranging from
6.30% to 9.50%,
due 2005 through 2028
Receivable financing facilities
at rates ranging from 1.4% to
3.8%
Mortgage notes, payable
monthly or quarterly
(some with balloon payments)
through 2013 and bearing
interest at rates ranging from
7.25% to 10.12%
Current portion
January 29, 2005
January 31, 2004
$1,357,391
$1,561,353
-
400,000
57,062
1,414,453
(91,629)
$1,322,824
59,753
2,021,106
(166,041)
$1,855,065
Building, land, and land improvements with a carrying value of $50.5 million at January 29, 2005 were pledged as
collateral on the mortgage notes. Maturities of long-term debt over the next five years are $92 million, $98 million, $201
million, $198 million and $25 million. Outstanding letters of credit aggregated $69.7 million at January 29, 2005.
Interest and debt expense consists of the following:
(in thousands of dollars)
Long-term debt:
Interest
Call premium
Loss on early retirement
of long-term debt
Amortization of
debt expense
Interest on capital
lease obligations
Interest on receivable financing
Fiscal
2004
Fiscal
2003
Fiscal
2002
$121,648
-
$144,276
15,568
$154,698
11,395
-
-
6,839
4,027
125,675
2,372
11,009
$139,056
6,985
166,829
2,202
12,034
$181,065
4,088
177,020
2,354
10,405
$189,779
Interest paid during fiscal 2004, 2003 and 2002 was approximately $145.4 million, $186.9 million and $158.6 million,
respectively.
F-15
6. Trade Accounts Payable and Accrued Expenses
Trade accounts payable and accrued expenses consist of the following:
(in thousands of dollars)
Trade accounts payable
Accrued expenses:
Taxes, other than income
Salaries, wages,
and employee benefits
Liability to customers
Interest
Rent
Other
January 29, 2005
$597,046
January 31, 2004
$457,485
70,290
76,263
55,099
51,974
31,877
9,563
4,393
$820,242
44,661
47,340
39,789
9,949
4,367
$679,854
7. Income Taxes
The provision for federal and state income taxes is summarized as follows:
(in thousands of dollars)
Current:
Federal
State
Deferred:
Federal
State
Fiscal
2004
Fiscal
2003
Fiscal
2002
$ 156,137
32,784
188,921
(92,359)
(29,677)
(122,036)
$ 66,885
$(5,293)
(1,680)
(6,973)
12,046
1,577
13,623
$ 6,650
$45,428
2,029
47,457
23,570
1,308
24,878
$72,335
A reconciliation between the Company’s income tax provision and income taxes using the federal statutory income tax
rate is presented below:
(in thousands of dollars)
Income tax at the
statutory federal rate
State income taxes,
net of federal benefit
Nondeductible
goodwill write off
Other
Fiscal
2004
Fiscal
2003
Fiscal
2002
$64,593
$5,598
$71,493
1,834
122
2,008
433
25
$66,885
869
61
$6,650
-
(1,166)
$72,335
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s actual federal
and state income tax rate (exclusive of the effect of non-deductible goodwill write-off) was 36% in fiscal 2004, 2003 and
2002. Significant components of the Company’s deferred tax assets and liabilities as of January 29, 2005 and January
31, 2004 are as follows:
F-16
(in thousands of dollars)
Property and equipment
bases and depreciation
differences
State income taxes
Joint venture basis differences
Differences between
book and tax bases of inventory
Other
Total deferred tax liabilities
Accruals not currently deductible
NOL carryforwards
State income taxes
Total deferred tax assets
State NOL valuation allowance
Net deferred tax assets
Net deferred tax liabilities
January 29, 2005
January 31, 2004
$ 504,253
64,903
23,997
46,001
12,604
651,758
(63,410)
(82,058)
(12,625)
(158,093)
53,148
(104,945)
$ 546,813
$ 505,581
68,021
24,849
49,095
112,550
760,096
(45,813)
(79,324)
(12,558)
(137,695)
47,603
(90,092)
$ 670,004
At January 29, 2005, the Company had $1.8 million of federal rehabilitation credit carryovers that could be utilized to
reduce the tax liabilities of future years. These credit carryovers will expire between 2005 and 2007.
At January 29, 2005, the Company had a deferred tax asset related to state net operating loss carryovers of $82 million
that could be utilized to reduce the tax liabilities of future years. These carryovers will expire between 2005 and 2025.
A portion of the deferred asset attributable to state net operating loss carryovers was reduced by a valuation allowance of
$53 million for the losses of various members of the affiliated group in states that require separate company filings.
Deferred tax assets and liabilities are presented as follows in the accompanying consolidated balance sheets:
(in thousands of dollars)
Net deferred tax liabilities-noncurrent
Net deferred tax liabilities-current
Net deferred tax liabilities
January 29, 2005
$509,589
37,224
$546,813
January 31, 2004
$617,236
52,768
$670,004
The Company’s income tax returns are periodically audited by various state and local jurisdictions. Additionally, the
Internal Revenue Service audits the Company’s federal income tax return annually. The Company reserves for tax
contingencies when it is probable that a liability has been incurred and the contingent amount is reasonably estimable.
These reserves are based upon the Company's best estimates of the potential exposures associated with the timing and
amount of deductions as well as various tax filing positions. Due to the complexity of these examination issues, for
which reserves have been recorded, it may be several years before the final resolution is achieved.
Income taxes paid during fiscal 2004, 2003 and 2002 were approximately $36.2, $0 and $0 million, respectively.
8. Guaranteed Preferred Beneficial Interests in the Company’s Subordinated Debentures
Guaranteed Preferred Beneficial Interests in the Company’s Subordinated Debentures are comprised of $200 million
liquidation amount of 7.5% Capital Securities, due August 1, 2038 (the “Capital Securities”) representing beneficial
ownership interest in the assets of Dillard’s Capital Trust I, a consolidated entity of the Company.
Holders of the Capital Securities are entitled to receive cumulative cash distributions, payable quarterly, at the annual
rate of 7.5% of the liquidation amount of $25 per Capital Security. The subordinated debentures are the sole assets of the
Trust, and the Capital Securities are subject to mandatory redemption upon repayment of the subordinated debentures.
The Company’s obligations under the debentures and related agreements, taken together, provides a full and
unconditional guarantee of payments due on the Capital Securities.
F-17
Prior to February 2, 2004, Guaranteed Preferred Beneficial Interests in the Company’s Subordinated Debentures also
included $331.6 million liquidation amount of LIBOR plus 1.56% Preferred Securities, due January 29, 2009 (the
“Preferred Securities”) by Horatio Finance V.O.F., a wholly owned subsidiary of the Company. Holders of the Preferred
Securities were entitled to receive quarterly dividends at LIBOR plus 1.56%. The Company redeemed the $331.6
million Preferred Securities on February 2, 2004.
9. Benefit Plans
The Company has a retirement plan with a 401(k)-salary deferral feature for eligible employees. Under the terms of the
plan, eligible employees may contribute up to 20% of eligible pay. Eligible employees with one year of service may
elect to make a contribution of up to 5% of eligible pay which will be matched 100% only if invested in the Company’s
common stock. The Company contributions are used to purchase Class A Common Stock of the Company for the
account of the employee. The terms of the plan provide a six-year graduated-vesting schedule for the Company
contribution portion of the plan. The Company incurred expense of $11 million, $12 million and $14 million for fiscal
2004, 2003 and 2002, respectively, for the plan.
The Company has a nonqualified defined benefit plan for certain officers. The plan is noncontributory and provides
benefits based on years of service and compensation during employment. Pension expense is determined using various
actuarial cost methods to estimate the total benefits ultimately payable and allocates this cost to service periods. The
pension plan is unfunded. The actuarial assumptions used to calculate pension costs are reviewed annually. The
Company expects to make a contribution to the pension plan of approximately $3.6 million in fiscal 2005. The
Company uses January 31 as the measurement date for determining pension plan obligations.
The accumulated benefit obligations (“ABO”), change in projected benefit obligation (“PBO”), change in plan assets,
funded status, and reconciliation to amounts recognized in the consolidated balance sheets are as follows:
(in thousands of dollars)
Change in projected benefit obligation:
PBO at beginning of year
Service cost
Interest cost
Actuarial loss
Benefits paid
PBO at end of year
ABO at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Employer contribution
Benefits paid
Fair value of plan assets at end of year
Funded status (PBO less plan assets)
Unamortized prior service costs
Unrecognized net actuarial loss
Intangible asset
Unrecognized net loss
Accrued benefit cost
ABO in excess of plan assets
Amounts recognized in the balance sheets:
Accrued benefit liability
Intangible asset
Accumulated other comprehensive loss
Net amount recognized
January 29, 2005
January 31, 2004
$77,983
1,770
4,578
7,300
(3,369)
$88,262
$85,682
$64,360
993
4,235
11,674
(3,279)
$77,983
$75,286
January 29, 2005
January 31, 2004
$ -
3,369
(3,369)
$ -
$88,262
(5,108)
(23,413)
5,108
20,833
$85,682
$85,682
$59,741
5,108
20,833
$85,682
$ -
3,279
(3,279)
$ -
$77,983
(5,734)
(17,259)
5,734
15,056
$75,780
$75,286
$54,990
5,734
15,056
$75,780
F-18
Accrued benefit liability is included in other liabilities. Intangible asset is included in other assets. Accumulated other
comprehensive loss, net of tax benefit, is included in stockholders’ equity.
The discount rate that the Company utilizes for determining future pension obligations is based on the Moody’s AA
corporate bond index. The indices selected reflect the weighted average remaining period of benefit payments. The
discount rate determined on this basis had decreased to 5.5% as of January 29, 2005 from 6.00% as of January 31, 2004.
Weighted average assumptions are as follows:
Discount rate-net periodic pension cost
Discount rate-benefit obligations
Rate of compensation increases
Fiscal 2004
6.00%
5.50%
2.50%
Fiscal 2003
6.75%
6.00%
2.50%
Fiscal 2002
7.25%
6.75%
2.50%
The components of net periodic benefit costs are as follows:
(in thousands of dollars)
Components of net periodic benefit costs:
Service cost
Interest cost
Net actuarial gain (loss)
Amortization of prior service cost
Net periodic benefit costs
Fiscal 2004
Fiscal 2003
Fiscal 2002
$1,770
4,578
1,146
627
$8,121
$ 993
4,235
130
627
$5,985
$1,416
3,592
(156)
-
$4,852
The estimated future benefits payments for the nonqualified benefit plan are as follows:
(in thousands of dollars)
Fiscal Year
2005
2006
2007
2008
2009
2010-2014
Total payments for next ten fiscal years
$ 3,604
4,731
4,841
4,804
5,363
32,314
$55,657
10. Stockholders’ Equity
Capital stock is comprised of the following:
Type
Preferred (5% cumulative)
Additional preferred
Class A, common
Class B, common
Par
Value
$100
$ .01
$ .01
$ .01
Shares
Authorized
5,000
10,000,000
289,000,000
11,000,000
Holders of Class A are empowered as a class to elect one-third of the members of the Board of Directors and the holders
of Class B are empowered as a class to elect two-thirds of the members of the Board of Directors. Shares of Class B are
convertible at the option of any holder thereof into shares of Class A at the rate of one share of Class B for one share of
Class A.
On March 2, 2002, the Company adopted a shareholder rights plan under which the Board of Directors declared a
dividend of one preferred share purchase right for each outstanding share of the Company’s Common Stock, which
includes both the Company’s Class A and Class B Common Stock, payable on March 18, 2002 to the shareholders of
F-19
record on that date. Each right, which is not presently exercisable, entitles the holder to purchase one one-thousandth of
a share of Series A Junior Participating Preferred Stock for $70 per one one-thousandth of a share of Preferred Stock,
subject to adjustment. In the event that any person acquires 15% or more of the outstanding shares of common stock,
each holder of a right (other than the acquiring person or group) will be entitled to receive, upon payment of the exercise
price, shares of Class A common stock having a market value of two times the exercise price. The rights will expire,
unless extended, redeemed or exchanged by the Company, on March 2, 2012.
Share Repurchase Program
In May 2000, the Company announced that the Board of Directors authorized the repurchase of up to $200 million of its
Class A Common Stock. During fiscal 2004 and fiscal 2003, the Company repurchased approximately $40.4 million and
$18.9 million of Class A Common Stock, representing 2.0 million and 1.5 million shares at an average price of $20.19
and $12.99 per share, respectively. Approximately $16 million in share repurchase authorization remained under this
open-ended plan at January 29, 2005.
11. Earnings per Share
In accordance with SFAS No. 128, “Earnings Per Share,” basic earnings per share has been computed based upon the
weighted average of Class A and Class B common shares outstanding. Diluted earnings per share gives effect to
outstanding stock options.
Earnings per common share has been computed as follows:
(in thousands of dollars, except per share
data)
Earnings before cumulative effect of
accounting change
Cumulative effect of accounting change
Net earnings (loss) available for
per-share calculation
Average shares of common
stock outstanding
Stock options
Total average equivalent shares
Per Share of Common Stock:
Earnings before cumulative effect of
accounting change
Cumulative effect of accounting change
Net income (loss)
Fiscal 2004
Basic
Diluted
Fiscal 2003
Basic Diluted
Fiscal 2002
Basic
Diluted
$117,666
$117,666
-
$9,344
$9,344
-
$ 131,926
(530,331)
$ 131,926
(530,331)
$117,666
$117,666
$9,344
$9,344
$(398,405)
$(398,405)
83,205
-
83,205
83,205
534
83,643
-
83,739 83,643
83,643
257
83,900
84,513
-
84,513
84,513
803
85,316
$1.41
-
$1.41
$1.41
-
$1.41
$0.11
-
$0.11
$0.11
-
$0.11
$ 1.56
(6.27)
$(4.71)
$ 1.55
(6.22)
$(4.67)
Total stock options outstanding were 3,845,009, 7,870,739 and 9,669,755 at January 29, 2005, January 31, 2004 and
February 1, 2003, respectively. Of these, options to purchase 1,438,271, 7,343,073 and 8,974,174 shares of Class A
Common Stock at prices ranging from $29.99 to $40.22, $18.13 to $40.22, $18.13 to $40.22 per share were outstanding
in fiscal 2004, 2003 and 2002, respectively, but were not included in the computation of diluted earnings per share
because the exercise price of the options exceeds the average market price and would have been antidilutive.
12. Stock Options
The Company has various stock option plans that provide for the granting of options to purchase shares of Class A
Common Stock to certain key employees of the Company. Exercise and vesting terms for options granted under the
plans are determined at each grant date. All options were granted at not less than fair market value at dates of grant. At
the end of fiscal 2004, 11,141,656 shares were available for grant under the plans and 14,986,665 shares of Class A
Common Stock were reserved for issuance under the stock option plans. Stock option transactions are summarized as
follows:
F-20
Fixed Options
Outstanding, beginning of year
Granted
Exercised
Forfeited
Outstanding, end of year
Options exercisable at year-end
Weighted-average fair value of
options granted during the year
Fiscal 2004
Fiscal 2003
Fiscal 2002
Weighted
Average
Shares Exercise Price
$22.45
-
16.00
28.09
$24.91
$27.24
7,870,739
-
(2,657,215)
(1,368,515)
3,845,009
2,486,134
Weighted
Average
Shares Exercise Price
$24.72
-
10.44
35.27
$22.45
$23.56
9,669,755
-
(122,375)
(1,676,641)
7,870,739
5,823,459
Weighted
Average
Shares Exercise Price
$24.58
24.02
20.62
31.53
$24.72
$26.63
10,708,646
2,312,375
(2,150,111)
(1,201,155)
9,669,755
6,793,960
$-
$-
$6.91
The following table summarizes information about stock options outstanding at January 29, 2005:
Options Outstanding
Options Exercisable
Weighted-Average
Range of
Exercise Prices
$10.44 - $15.74
$18.13 - $25.13
$28.19 - $40.22
Options
Outstanding Contractual Life (Yrs.)
1.04
2.84
0.32
2.10
606,141
2,537,868
701,000
3,845,009
Remaining Weighted-Average
Exercise Price
$10.63
24.11
40.15
$24.91
Options Weighted-Average
Exercise Price
$10.83
24.17
40.15
$27.24
Exercisable
267,866
1,517,268
701,000
2,486,134
SFAS No. 123, “Accounting for Stock-Based Compensation,” permits compensation expense to be measured based on
the fair value of the equity instrument awarded. In accordance with Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees,” the Company uses the intrinsic value method of accounting for stock
options. No compensation cost has been recognized in the consolidated statements of operations for the Company’s
stock option plans.
The fair value of each option grant is estimated on the date of each grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions:
Risk-free interest rate
Expected option life (years)
Expected volatility
Expected dividend yield
Fiscal 2004
-
-
-
-
Fiscal 2003
-
-
-
-
Fiscal 2002
1.96%
3.1
41.6%
0.67%
The fair values generated by the Black-Scholes model may not be indicative of the future benefit, if any, that may be
received by the option holder.
13. Leases and Commitments
Rental expense consists of the following:
(in thousands of dollars)
Operating leases:
Buildings:
Minimum rentals
Contingent rentals
Equipment
Fiscal
2004
$33,266
6,941
14,567
$54,774
Fiscal
2003
Fiscal
2002
$38,087
8,732
17,282
$64,101
$40,862
10,433
16,806
$68,101
F-21
Contingent rentals on certain leases are based on a percentage of annual sales in excess of specified amounts. Other
contingent rentals are based entirely on a percentage of sales.
The future minimum rental commitments as of January 29, 2005 for all noncancelable leases for buildings and
equipment are as follows:
(in thousands of dollars)
Fiscal Year
2005
2006
2007
2008
2009
After 2009
Total minimum lease payments
Less amount representing interest
Present value of net minimum
lease payments (of which
$4,926 is currently payable)
Operating
Leases
$ 47,399
45,083
33,245
24,058
17,480
54,804
$222,069
Capital
Leases
$ 6,809
6,425
4,046
2,798
1,801
17,451
39,330
(14,222)
$25,108
Renewal options from three to 25 years exist on the majority of leased properties. At January 29, 2005, the Company is
committed to incur costs of approximately $106 million to acquire, complete and furnish certain stores and equipment.
The Company is a guarantor on a $54.3 million loan for a joint venture as of January 29, 2005. At January 29, 2005, the
joint venture had $36.5 million outstanding on the loan. The loan is collateralized by a mall in Yuma, Arizona with a
book value of $55 million at January 29, 2005.
On July 29, 2002, a Class Action Complaint (followed on December 13, 2004 by a Second Amended Class Action
Complaint) was filed in the United States District Court for the Southern District of Ohio against the Company, the
Mercantile Stores Pension Plan (the “Plan”) and the Mercantile Stores Pension Committee (the “Committee”) on behalf
of a putative class of former Plan participants. The complaint alleges that certain actions by the Plan and the Committee
violated the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as a result of amendments
made to the Plan that allegedly were either improper and/or ineffective and as a result of certain payments made to
certain beneficiaries of the Plan that allegedly were improperly calculated and/or discriminatory on account of age. The
Second Amended Complaint does not specify any liquidated amount of damages sought and seeks recalculation of
certain benefits paid to putative class members. No trial date has been set.
The Company is defending the litigation vigorously and has named the Plan’s actuarial firm as a cross defendant. While
it is not feasible to predict or determine the ultimate outcome of the pending litigation, management believes after
consultation with counsel, that its outcome, after consideration of the provisions recorded in the Company’s consolidated
financial statements, would not have a material adverse effect upon its consolidated cash flow or financial position.
However, it is possible that an adverse outcome could have an adverse effect on the Company’s consolidated net income
in a particular quarterly or annual period.
Various other legal proceedings, in the form of lawsuits and claims, which occur in the normal course of business are
pending against the Company and its subsidiaries. In the opinion of management, disposition of these matters is not
expected to materially affect the Company's financial position, cash flows or results of operations.
14. Asset Impairment and Store Closing Charges
In the evaluation of the fair value and future benefits of long-lived assets, the Company performs an analysis of the
anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset
exceeds the undiscounted cash flows, the Company reduces the carrying value to its fair value, which is generally
calculated using discounted cash flows. During fiscal 2004, the Company recorded a pretax charge of $19.4 million for
asset impairment and store closing costs. The charge includes a write down to fair value for certain under-performing
F-22
properties. The charge consists of a write down for a joint venture in the amount of $7.6 million, a write down of
goodwill on one store to be closed in fiscal 2005 of $1.2 million, an accrual for future rent, property tax and utility
payments on three stores (two closed in fiscal 2004 and one to be closed in fiscal 2005) of $3.1 million and a write down
of property and equipment in the amount of $7.5 million. The Company does not expect to incur significant additional
exit costs upon the closing of these properties during fiscal 2005. During fiscal 2003, the Company recorded a pre-tax
charge of $43.7 million for asset impairment and store closing costs. The charge includes a write down to fair value for
certain under-performing properties. The charge consists of a write down to a joint venture in the amount of $5.5
million, a write down of goodwill on two stores closed in fiscal 2004 of $2.5 million and a write down of property and
equipment in the amount of $35.7 million. During fiscal 2002, the Company recorded a pre-tax charge of $52.2 million
for asset impairment and store closing costs. The charge includes a write down to fair value for certain under-performing
properties in the amount of $55.8 million and exit costs to close four such properties in the amount of $4.4 million, all of
which were closed during fiscal 2003, partially offset by the forgiveness of a lease obligation of $8.0 million in
connection with the sale of a closed owned store in Memphis, Tennessee in satisfaction of that obligation.
Following is a summary of the activity in the 2004 reserve established for asset impairment and store closing charges:
(in thousands)
Rent, property taxes and utilities
Balance,
beginning
of year
$-
Charges
$3,080
Cash Payments
$175
Balance,
end of year
$2,905
15. Fair Value Disclosures
The estimated fair values of financial instruments which are presented herein have been determined by the Company
using available market information and appropriate valuation methodologies. However, considerable judgment is
required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein are
not necessarily indicative of amounts the Company could realize in a current market exchange.
The fair value of trade accounts receivable is determined by discounting the estimated future cash flows at current
market rates, after consideration of credit risks and servicing costs using historical rates. The fair value of the Company’s
long-term debt and Guaranteed Preferred Beneficial Interests in the Company’s Subordinated Debentures is based on
market prices or dealer quotes (for publicly traded unsecured notes) and on discounted future cash flows using current
interest rates for financial instruments with similar characteristics and maturity (for bank notes and mortgage notes).
The fair value of the Company’s cash and cash equivalents and trade accounts receivable approximates their carrying
values at January 29, 2005 and January 31, 2004 due to the short-term maturities of these instruments. The fair value of
the Company’s long-term debt at January 29, 2005 and January 31, 2004 was $1.47 billion and $2.06 billion,
respectively. The carrying value of the Company’s long-term debt at January 29, 2005 and January 31, 2004 was $1.41
billion and $2.02 billion, respectively. The fair value of the Guaranteed Preferred Beneficial Interests in the Company’s
Subordinated Debentures at January 29, 2005 and January 31, 2004 was $199 million and $526 million, respectively.
The carrying value of the Guaranteed Preferred Beneficial Interests in the Company’s Subordinated Debentures at
January 29, 2005 and January 31, 2004 was $200 million and $532 million, respectively.
16. Securitizations of Assets
Prior to November 1, 2004, the Company transferred credit card receivable balances to Dillards Credit Card Master Trust
(“Trust”) in exchange for certificates representing undivided interests in such receivables. The Trust securitized balances
by issuing certificates representing undivided interests in the Trust’s receivables to outside investors. In each
securitization, the Company retained certain subordinated interests that serve as a credit enhancement to outside
investors and exposed the Trust assets to possible credit losses on receivables sold to outside investors. The investors
and the Trust had no recourse against the Company beyond Trust assets. In order to maintain the committed level of
securitized assets, the Trust reinvested cash collections on securitized accounts in additional balances. The Company
also received annual servicing fees as compensation for servicing the outstanding balances.
All borrowings under the Company’s receivable financing conduit were recorded on the balance sheet. The Company
had $400 million of long-term debt outstanding under this agreement on the consolidated balance sheet as of January 31,
2004. Prior to May 2002, the Company accounted for securitizations of credit card receivables as sales of receivables,
F-23
thus off balance sheet. Since May 2002, future transfers no longer meet sale treatment, and interest paid to outside
investors is recorded in interest expense instead of other revenue. Accordingly, as a result of this decision, the Company
recorded an income statement charge of $5.4 million related to the amortization of the beneficial interests recognized up
front on the off-balance-sheet financing for the twelve months ended February 1, 2003. This charge was included in
Service Charges, Interest and Other Income.
At January 31, 2004 the Company had $50.0 million outstanding in short-term borrowings under its accounts receivable
conduit facilities related to seasonal financing needs.
The Company’s receivable financing conduits were terminated and amounts outstanding were repaid concurrent with the
sale of the Company’s private label credit card business to GE on November 1, 2004.
17. Quarterly Results of Operations (unaudited)
(in thousands of dollars, except per share data)
Net sales
Gross profit
Net income (loss)
Diluted earnings per share:
Net income (loss)
May 1
$1,854,395
666,895
53,762
Fiscal 2004, Three Months Ended
October 30
$1,698,897
557,999
(18,688)
July 31
$1,671,380
525,534
(26,029)
January 29
$2,303,900
760,379
108,621
0.64
(0.31)
(0.23)
1.30
(in thousands of dollars, except per share data)
Net sales
Gross profit
Net income (loss)
Diluted earnings per share:
Net income (loss)
May 3
$1,813,911
601,939
24,349
Fiscal 2003, Three Months Ended
November 1
$1,764,484
564,431
(15,835)
August 2
$1,721,485
535,067
(50,346)
January 31
$2,299,054
727,324
51,176
0.29
(0.60)
(0.19)
0.61
Total of quarterly earnings per common share may not equal the annual amount because net income per common share is
calculated independently for each quarter.
Quarterly information for fiscal 2004 and fiscal 2003 includes the following items:
First Quarter
2004
• a $4.7 million pretax charge ($3.0 million after tax or $0.04 per diluted share) for asset impairment and store closing
charges related to certain stores.
2003
• a pretax gain of $15.6 million ($10.0 million after tax or $0.12 per diluted share) pertaining to the Company’s sale
of its interest in Sunrise Mall and its associated center in Brownsville, Texas.
• a pretax gain of $12.3 million ($7.9 million after tax or $0.09 per diluted share) recorded due to the resolution of
certain liabilities originally recorded in conjunction with the purchase of Mercantile Stores Company, Inc.
Second Quarter
2003
• a call premium resulting in additional interest expense of $15.6 million ($10.0 million after tax or $0.12 per diluted
share) associated with a $125.9 million call of debt.
F-24
• a $17.1 million pretax charge ($10.9 million after tax, or $0.13 per diluted share) for asset impairment and store
closing charges related to certain stores.
Third Quarter
2003
• a $1.7 million charge ($1.1 million after tax or $0.01 per diluted share) for asset impairment and store closing
charges related to certain stores.
• $4.1 million ($2.6 million after tax or $0.03 per diluted share) received from the Internal Revenue Service as a result
of the Company’s filing of an interest-netting claim related to previously settled tax years.
Fourth Quarter
2004
• a pretax gain of $83.9 million ($53.7 million after tax or $0.64 per diluted share) related to the sale of the
Company’s credit card business to GE Consumer Finance (see Note 2 of the Notes to Consolidated Financial
Statements).
• a $14.7 million pretax charge ($8.6 million after tax or $0.10 per diluted share) for asset impairment and store
closing charges related to certain stores (see Note 14 of the Notes to Consolidated Financial Statements).
2003
• a pretax asset impairment and store closing charge of $25.0 million ($16.8 million after tax or $0.20 per diluted
share) related to certain stores.
• an $8.5 million gain ($5.5 million after tax or $0.07 per diluted share) related to the sale of three store properties.
F-25
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DILLARD'S, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
Column A
Column B
Column C
Column D
Column E
Column F
Additions
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions (1)
Balance at
End of
Period (2)
Description
Allowance for losses on accounts receivable:
Year Ended January 29, 2005
$40,967
$14,704
$ -
$55,671
$ -
Year Ended January 31, 2004
49,755
83,030
-
91,818
40,967
Year Ended February 1, 2003
37,385
98,787
-
86,417
49,755
(1) Accounts written off and charged to allowance for losses on accounts receivable (net of recoveries).
(2) On November 1, 2004, the Company sold substantially all the assets of its private label credit card business. As
a result, the Company no longer maintains an allowance for doubtful accounts.
F-26
Number
Exhibit Index
Description
*3(a)
Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992 in 1-
6140).
*3(b)
By-Laws as currently in effect (Exhibit 3.1 to Form 8-K dated as of March 2, 2002 in 1-6140).
*4(a)
*4(b)
Indenture between the Registrant and Chemical Bank, Trustee, dated as of October 1, 1985 (Exhibit (4)
in 2-85556).
Indenture between the Registrant and Chemical Bank, Trustee, dated as of October 1, 1986 (Exhibit (4)
in 33-8859).
*4(c)
Indenture between Registrant and Chemical bank, dated as of April 15, 1987 (Exhibit 4.3 in 33-13534).
*4(d)
*4(e)
Indenture between Registrant and Chemical bank, Trustee, dated as of May 15, 1988, as supplemented
(Exhibit 4 in 33-21671, Exhibit 4.2 in 33-25114 and Exhibit 4(c) to Current Report on Form 8-K dated
September 26, 1990 in 1-6140).
Rights Agreement between Dillard’s, Inc. and Registrar and Transfer Company, as Rights Agent
(Exhibit 4.1 to Form 8-K dated as of March 2, 2002 in 1-6140).
**10(a)
Retirement Contract of William Dillard dated March 8, 1997 (Exhibit 10(a) to Form 10-K for the fiscal
year ended February 1, 1997 in 1-6140).
**10(b)
1998 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year
ended January 30, 1999 in 1-6140).
**10(c)
Amended and Restated Corporate Officers Non-Qualified Pension Plan (Exhibit 10 to Form 10-Q for the
quarter ended May 2, 2003 in 1-6140).
**10(d)
Senior Management Cash Bonus Plan (Exhibit 10(d) to Form 10-K for the fiscal year ended January 28,
1995 in 1-6140).
**10(e)
2000 Incentive and Nonqualified Stock Option Plan (Exhibit 10(e) to Form 10-K for the fiscal year
ended February 3, 2001 in 1-6140).
*10(f)
*10(g)
Amended and Restated Credit Agreement among Dillard’s, Inc. and JPMorgan Chase Bank and Fleet
Retail Group, Inc. (Exhibit 10 to Form 10-Q for the quarter ended November 1, 2003 in 1-6140).
Purchase, Sale and Servicing Transfer Agreement among GE Capital Consumer Card Co., General
Electric Capital Corporation, Dillards, Inc. and Dillard National Bank (Exhibit 2.1 to Form 8-K dated as
of August 12, 2004 in 1-6140).
*10(h)
Private Label Credit Card Program Agreement between Dillards, Inc. and GE Capital Consumer Card
Co. (Exhibit 10.1 to Form 8-K dated as of August 12, 2004 in 1-6140).
12
*18
Statement re: Computation of Ratio of Earnings to Fixed Charges.
Letter re: Change in Accounting Principles (Exhibit 18 to Form 10-K for the fiscal year ended February
3, 2001 in 1-6140).
E-1
21
23
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm.
31(a)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a)
32(b)
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350).
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350).
*Incorporated by reference as indicated.
**A management contract or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant
to Item 14(c) of Form 10-K.
E-2