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FINANCIAL AND OTHER INFORMATION
Copies of fi nancial documents and other Company information such as Dillard’s,
Inc. reports on Form 10-K and 10-Q, and other reports fi led with the Securities and
Exchange Commission are available by contacting:
Financial reports, press releases and other Company information are available on the
Dillard’s, Inc. website: www.dillards.com.
Individuals with questions regarding Dillard’s, Inc. may contact:
TRANSFER AGENT AND REGISTRAR
Registered shareholders should direct communications regarding address changes,
lost certifi cates and other administrative matters to the Company’s Transfer Agent
https://www-us.computershare.com/investor/Contact
Please refer to Dillard’s, Inc. on all correspondence and have available your name
as printed on your stock certifi cate, your Social Security number, your address and
ANNUAL MEETING
Saturday, May 16, 2015 – 9:00 a.m.
Dillard’s Corporate Offi ce
1600 Cantrell Road
Little Rock, Arkansas 72201
Dillard’s, Inc.
Investor Relations
1600 Cantrell Road
Little Rock, Arkansas 72201
501.376.5989
E-mail: investor.relations@dillards.com
Julie Johnson 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
and Registrar:
Computershare
Post Offi ce Box 30170
College Station, Texas 77842-3170
Telephone: 1.800.368.5948
For online shareholder inquiries:
phone number.
CORPORATE HEADQUARTERS
1600 Cantrell Road
Little Rock, Arkansas 72201
MAILING ADDRESS
Post Offi ce Box 486
Little Rock, Arkansas 72203
Telephone: 501.376.5200
Fax: 501.376.5917
LISTING
New York Stock Exchange,
Ticker Symbol “DDS”
Dillard’s, Inc. ranks among the
nation’s
largest
fashion
retailers, with
annual sales exceeding $6.6 billion.
The Company focuses on delivering
style, service and value to its
shoppers by offering compelling
apparel, cosmetics 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 274 Dillard’s locations
and 23 clearance centers spanning
29 states, plus an Internet store at
www.dillards.com.
ON THE COVER
The classic elegance of Antonio
Melani as featured on the cover is
available exclusively at Dillard’s.
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DPP 27413 2014 Annual Report Spreads.indd 2-3
3/24/15 1:22 PM
The Mall at University Town Center, Sarasota, Florida, opened October 2014
DEAR SHAREHOLDER,
We achieved another year of growth in both top line and bottom line performance in 2014, marking our fi fth consecutive year of
positive comparable store sales. Our customers responded well, particularly in the fourth quarter, to our improved merchandise
assortments throughout the store, as well as to our exceptional service. With this momentum, we reported net income for the year
of $332 million compared to $324 million and earnings per share growth of 10% to $7.79 from $7.10. From our strong operating
cash fl ow, which exceeded $600 million, we returned over $300 million to shareholders through share repurchase and dividends.
Importantly, we have returned approximately $2 billion to shareholders over the past six years.
We are excited about new store growth opportunities as retail development is gaining momentum in some of our most promising
markets. Notably, we operate Dillard’s locations in many of America’s fastest-growing cities, and we are proud of our attractive
store footprint across the nation. We opened two new stores in 2014 at The Shops at Summerlin in Las Vegas, Nevada, and The
Mall at University Town Center in Sarasota, Florida. These are the fi rst stores we have constructed since 2010. We have begun
construction on three new stores in Murray, Utah; Slidell, Louisiana; and Cincinnati, Ohio, which are scheduled to open this fall
before the holiday season begins.
In 2014, we made more progress in elevating product and people over price and promotion at Dillard’s. We realize our efforts
to become a better retailer are only as good as our efforts to attract and retain talented associates who will continually exceed
customer expectations. To that end, we made the commitment some time ago to be the best place to work in retail. We realize if
we treat our associates right, they will treat our customers right. To further elevate our customer experience, we continue to seek
out and to welcome exciting new brands to Dillard’s, while emphasizing and supporting our strong, existing portfolio of national
and exclusive brands.
We believe we are well positioned for 2015 with an attractive lineup of products supported by exceptional people. We thank you,
our associates and our shareholders, for your contributions to our success, and we look forward to serving you in 2015.
William Dillard, II
Chairman of the Board &
Chief Executive Offi cer
Alex Dillard
President
2 0 1 4 A N N U A L R E P O R T
BOARD OF DIRECTORS
Robert C. Connor – Investments – Dallas, Texas
Alex Dillard – President of Dillard’s, Inc.
Mike Dillard – Executive Vice President of Dillard’s, Inc.
William Dillard, II – Chairman of the Board & Chief Executive Offi cer of Dillard’s, Inc.
James I. Freeman – Retired Senior Vice President & Chief Financial Offi cer of Dillard’s, Inc.
H. Lee Hastings, III – President & Chief Operating Offi cer of Hastings Holdings, Inc. – Little Rock, Arkansas
Drue Matheny – Executive Vice President of Dillard’s, Inc.
Frank R. Mori – Co-Chief Executive Offi cer and President, Takihyo, Inc. – New York, New York
Reynie Rutledge – Chairman of First Security Bancorp
Warren A. Stephens – President & Chief Executive Offi cer of Stephens, Inc., Co-Chairman of SF Holding Corp. – Little Rock, Arkansas
J.C. Watts, Jr. – Former Member of Congress, Chairman of J.C. Watts Companies – Washington, D.C.
Nick White – President & Chief Executive Offi cer, White & Associates – Rogers, Arkansas
CORPORATE ORGANIZATION
William Dillard, II – Chief Executive Offi cer
Alex Dillard – President
Mike Dillard – Executive Vice President
Drue Matheny – Executive Vice President
Chris B. Johnson – Principal Vice President
Phillip R. Watts – Principal Vice President
Dean L. Worley – Vice President & General Counsel
VICE PRESIDENTS
Tony Bolte
Kent Burnett
Stephen R. Gelwix
Randal L. Hankins
Denise Mahaffy
Brant Musgrave
Steven K. Nelson
Michael E. Price
Christine Rowell
Sidney A. Sanders
Burt Squires
Sherrill E. Wise
CORPORATE MERCHANDISING
PRODUCT DEVELOPMENT
Vice Presidents, Merchandising
Gary Borofsky
Joseph P. Brennan
William T. Dillard, III
Gianni Duarte
Christine A. Ferrari
Brett Gunn
Mike McNiff
James P. Northup
Mike Shields
Terry Smith
James D. Stockman
David Terry
Kay White
REGIONAL MERCHANDISING
Presidents, Regional Merchandising
Mike Dillard
Drue Matheny
Robin Sanderford
Julie A. Taylor
General Merchandise Managers
Mark Killingsworth
Lisa M. Roby
Anthony Menzie
Bob Thompson
REGIONAL VICE PRESIDENTS – STORES
W.R. Appleby, II
Michael J. Hubbell
Tom Bolin
Debra Dumas
Mark Galvan
Mark Gastman
Marva Harrell
Gene D. Heil
Dan W. Jensen
Mike Litchford
Zeina T. Nassar
Raymond Stockley
Lloyd Keith Tidmore
Keith White
DPP 27413 2014 Annual Report Spreads.indd 4-5
3/24/15 1:23 PM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2015
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES 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
1600 CANTRELL ROAD, LITTLE ROCK,
ARKANSAS
(Address of principal executive offices)
71-0388071
(IRS Employer
Identification No.)
72201
(Zip Code)
Registrant's telephone number, including area code (501) 376-5200
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 check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
No
Indicate by check mark 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) 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 this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
(Do not check if a
smaller reporting company)
Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
No
Yes
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as
of August 2, 2014: $4,158,723,073.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of February 28, 2015:
CLASS A COMMON STOCK, $0.01 par value
CLASS B COMMON STOCK, $0.01 par value
37,181,368
4,010,929
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held May 16, 2015 (the "Proxy
Statement") are incorporated by reference into Part III of this Form 10-K.
Table of Contents
Item No.
Page No.
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant's Common Equity, Related Stockholder 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
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
PART IV
1
3
8
8
9
9
11
13
15
31
31
31
31
32
33
33
33
34
34
35
ITEM 1. BUSINESS.
PART I
Dillard's, Inc. ("Dillard's", the "Company", "we", "us", "our" or "Registrant") ranks among the nation's largest fashion
apparel, cosmetics and home furnishing retailers. The Company, originally founded in 1938 by William T. Dillard, was
incorporated in Delaware in 1964. As of January 31, 2015, we operated 297 Dillard's stores, including 20 clearance centers, and
an Internet store offering a wide selection of merchandise including fashion apparel for women, men and children, accessories,
cosmetics, home furnishings and other consumer goods. The Company also operates a general contracting construction
company, CDI Contractors, LLC and CDI Contractors, Inc. ("CDI"), a portion of whose business includes constructing and
remodeling stores for the Company.
The following table summarizes the percentage of net sales by segment and major product line:
Retail operations segment:
Cosmetics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ladies' apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ladies' accessories and lingerie. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Juniors' and children's apparel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Men's apparel and accessories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shoes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Home and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of Net Sales
Fiscal 2014
Fiscal 2013
Fiscal 2012
14%
15%
15%
22
16
9
17
16
4
98
2
22
16
8
17
16
5
99
1
22
15
8
17
16
5
98
2
100%
100%
100%
Additional information regarding our business, results of operations and financial condition, including information
pertaining to our reporting segments, can be found in Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7 hereof and in Note 2 of "Notes to Consolidated Financial Statements" in Item 8 hereof.
We operate retail department stores in 29 states, primarily in the southwest, southeast and midwest regions of the United
States. Most of our stores are located in suburban shopping malls and open-air centers. Customers may also purchase our
merchandise on-line at our website, www.dillards.com, which features on-line gift registries and a variety of other services.
Our retail merchandise business is conducted 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 and Internet retailers. Competition is characterized by many factors including location,
reputation, merchandise assortment, advertising, price, quality, operating efficiency, service and credit availability. We believe
that our stores are in a strong competitive position with regard to each of these factors. Other retailers may compete for
customers on some or all of these factors, or on other factors, and may be perceived by some potential customers as being
better aligned with their particular preferences.
Our merchandise selections include, but are not limited to, our lines of exclusive brand merchandise such as Antonio
Melani, Gianni Bini, GB, Roundtree & Yorke and Daniel Cremieux. Our exclusive brands/private label merchandise program
provides benefits for Dillard's and our customers. Our customers receive fashionable, higher quality product often at a savings
compared to national brands. Our private label merchandise program allows us to ensure the Company's high standards are
achieved, while minimizing costs and differentiating our merchandise offerings from other retailers.
We have made a significant investment in our trademark and license portfolio, in terms of design function, advertising,
quality control and quick response to market trends in a quality manufacturing environment. Dillard's trademark registrations
are maintained for as long as Dillard's holds the exclusive right to use the trademarks on the listed products.
Our merchandising, sales promotion and store operating support functions are conducted primarily at our corporate
headquarters. Our back office sales support functions, such as accounting, product development, store planning and information
technology, are also centralized.
1
We have developed a knowledge of each of our trade areas and customer bases for our stores. This knowledge is
enhanced through regular store visits by senior management and merchandising personnel and through the use of on-line
merchandise information and is supported by our regional merchandising offices. We will continue to use existing technology
and research to edit merchandise assortments by store to meet the specific preference, taste and size requirements of each local
operating area.
Certain departments in our stores are licensed to independent companies in order to provide high quality service and
merchandise where specialization, focus and expertise are critical. The licensed departments vary by store to complement our
own merchandising departments. The principal licensed department is an upscale women's apparel vendor in certain stores. The
terms of the license agreements typically range between three and five years with one year renewals and require the licensee to
pay for fixtures and to provide their own employees. We regularly evaluate the performance of the licensed departments and
require compliance with established customer service guidelines.
Synchrony Financial ("Synchrony"; formerly GE Consumer Finance) owned and managed Dillard's private label credit
cards under a long-term marketing and servicing alliance ("Synchrony Alliance") that expired in November 2014. Following
this scheduled expiration, Wells Fargo Bank, N.A. ("Wells Fargo") purchased the Dillard's private label card portfolio from
Synchrony and began managing Dillard's private label cards under a new 10-year agreement ("Wells Fargo Alliance"). Under
the Wells Fargo Alliance, Wells Fargo establishes and owns private label card accounts for our customers, retains the benefits
and risks associated with the ownership of the accounts, provides key customer service functions, including new account
openings, transaction authorization, billing adjustments and customer inquiries, receives the finance charge income and incurs
the bad debts associated with those accounts. Pursuant to the Wells Fargo Alliance, we receive on-going cash compensation
from Wells Fargo based upon the portfolio's earnings. The compensation earned on the portfolio is determined monthly and has
no recourse provisions. We participate in the marketing of the private label cards and accept payments on the private label
cards in our stores as a convenience to customers who prefer to pay in person rather than by paying online or mailing their
payments to Wells Fargo. The Wells Fargo Alliance expires in fiscal 2024.
We seek to expand the number and use of the private label cards by, among other things, providing incentives to sales
associates to open new credit accounts, which generally can be opened while a customer is visiting one of our stores.
Customers who open accounts are rewarded with discounts on future purchases. Private label card customers are sometimes
offered private shopping nights, direct mail catalogs, special discounts and advance notice of sale events. Wells Fargo has
created various loyalty programs that reward customers for frequency and volume of private label card usage.
Our earnings depend to a significant extent on the results of operations for the last quarter of our fiscal year. Due to
holiday buying patterns, sales for that period average approximately one-third of annual sales.
As of January 31, 2015, we employed approximately 40,000 full-time and part-time associates, of which approximately
46% were part-time. The number of associates varies during the year, especially during peak seasonal selling periods.
We purchase merchandise from many sources and do not believe that we are dependent on any one supplier. We have no
long-term purchase commitments or arrangements with any of our suppliers and consider our relationships to be strong and
mutually beneficial.
Our fiscal year ends on the Saturday nearest January 31 of each year. Fiscal years 2014 and 2013 ended January 31, 2015
and February 1, 2014, respectively, and each contained 52 weeks. Fiscal year 2012 ended February 2, 2013 and contained
53 weeks.
The information contained on our website is not incorporated by reference into this Form 10-K and should not be
considered to be a part of this Form 10-K. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, statements of changes in beneficial ownership of securities on Form 4 and Form 5 and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge (as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC) on the Dillard's, Inc. website:
www.dillards.com.
We have adopted a Code of Conduct and Corporate Governance Guidelines, as required by the listing standards of the
New York Stock Exchange and the rules of the SEC. We have posted on our website our Code of Conduct, Corporate
Governance Guidelines, Social Accountability Policy, our most recent Social Accountability Report and committee charters for
the Audit Committee of the Board of Directors and the Stock Option and Executive Compensation Committee.
Our corporate offices are located at 1600 Cantrell Road, Little Rock, Arkansas 72201, telephone: 501-376-5200.
2
ITEM 1A. RISK FACTORS.
The risks described in this Item 1A, Risk Factors, of this Annual Report on Form 10-K for the year ended January 31,
2015, could materially and adversely affect our business, financial condition and results of operations.
The Company cautions that forward-looking statements, as such term is defined in the Private Securities Litigation
Reform Act of 1995, contained in this Annual Report on Form 10-K 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.
The retail merchandise business is highly competitive, and that competition could lower our revenues, margins and market
share.
We conduct our retail merchandise business under highly competitive conditions. Competition is characterized by many
factors including location, reputation, fashion, merchandise assortment, advertising, operating efficiency, price, quality,
customer service and credit availability. We have numerous competitors nationally, locally and on the Internet, including
conventional department stores, specialty retailers, off-price and discount stores, boutiques, mass merchants, and Internet and
mail-order retailers. Although we are a large regional department store, some of our competitors are larger than us with greater
financial resources and, as a result, may be able to devote greater resources to sourcing, promoting and selling their products.
Additionally, we compete in certain markets with a substantial number of retailers that specialize in one or more types of
merchandise that we sell. In recent years, competition has intensified as a result of reduced discretionary consumer spending,
increased promotional activity, deep price discounting, and few barriers to entry. Also, online retail shopping is rapidly
evolving, and we expect competition in the e-commerce market to intensify in the future as the Internet facilitates competitive
entry and comparison shopping. We anticipate that intense competition will continue from both existing competitors and new
entrants. If we are unable to maintain our competitive position, we could experience downward pressure on prices, lower
demand for products, reduced margins, the inability to take advantage of new business opportunities and the loss of market
share.
Changes in economic, financial and political conditions, and the resulting impact on consumer confidence and consumer
spending, could have an adverse effect on our business and results of operations.
The retail merchandise business is highly sensitive to changes in overall economic and political conditions that impact
consumer confidence and spending. Various economic conditions affect the level of disposable income consumers have
available to spend on the merchandise we offer, including unemployment rates, interest rates, taxation, energy costs, the
availability of consumer credit, the price of gasoline, consumer confidence in future economic conditions and general business
conditions. Consumer purchases of discretionary items and other retail products generally decline during recessionary periods,
and also may decline at other times when changes in consumer spending patterns affect us unfavorably. In addition, any
significant decreases in shopping mall traffic could also have an adverse effect on our results of operations.
Our business is dependent upon our ability to accurately predict rapidly changing fashion trends, customer preferences, and
other fashion-related factors.
Our sales and operating results depend in part on our ability to effectively predict and quickly respond to changes in
fashion trends and customer preferences. We continuously assess emerging styles and trends and focus on developing a
merchandise assortment to meet customer preferences at competitive prices. Even with these efforts, we cannot be certain that
we will be able to successfully meet constantly changing fashion trends and customer preferences. If we are unable to
successfully predict or respond to changing styles or preferences, we may be faced with lower sales, increased inventories,
additional markdowns or promotional sales to dispose of excess or slow-moving inventory, and lower gross margins, all of
which would have an adverse effect on our business, financial condition, and results of operations. Additionally, failure to
respond rapidly to changing trends could impact our reputation with customers and diminish brand and customer loyalty.
Our failure to protect our reputation could have an adverse effect on our business.
We offer our customers quality products at competitive prices and a high level of customer service, resulting in a well-
recognized brand and customer loyalty. Any significant damage to our brand or reputation could negatively impact sales,
diminish customer trust and generate negative sentiment, any of which would harm our business and results of operation.
3
Increases in the price of merchandise, raw materials, fuel and labor or their reduced availability could increase our cost of
goods and negatively impact our financial results.
We have experienced and may continue to experience increases in our merchandise, raw materials, fuel and labor costs.
Fluctuations in the price and availability of fuel, labor and raw materials, combined with the inability to mitigate or to pass cost
increases on to our customers or to change our merchandise mix as a result of such cost increases, could have an adverse
impact on our profitability. Attempts to pass such costs along to our customers, however, might cause a decline in our sales
volume. Additionally, any decrease in the availability of raw materials could impair our ability to meet our purchasing
requirements in a timely manner. Both the increased cost and lower availability of merchandise, raw materials, fuel and labor
may also have an adverse impact on our cash and working capital needs.
Third party suppliers on whom we rely to obtain materials and provide production facilities may experience financial
difficulties due to current and future economic and political conditions.
Our suppliers may experience financial difficulties due to a downturn in the industry or in other macroeconomic
environments. Our suppliers' cash and working capital needs can be adversely impacted by the increased cost and lower
availability of merchandise, raw materials, fuel and labor. Current and future economic conditions may prevent our suppliers
from obtaining financing on favorable terms, which could impact their ability to supply us with merchandise on a timely basis.
Similarly, political or financial instability, changes in U.S. and foreign laws and regulations affecting the importation and
taxation of goods, including duties, tariffs and quotas, or changes in the enforcement of those laws and regulations, as well as
currency exchange rates, transport capacity and costs and other factors relating to foreign trade and the inability to access
suitable merchandise on acceptable terms could adversely impact our results of operations.
An increase in the cost or a disruption in the flow of our imported goods could decrease our sales and profits.
We source many of our products from vendors in countries outside of the United States. Any disruption in the flow of
imported merchandise, including strikes at ports at home or abroad, or an increase in the cost of those goods may harm our
business and decrease our profitability.
All of our suppliers must comply with our supplier compliance programs and applicable laws, including consumer and
product safety laws, but we do not control our vendors or their labor and business practices. The violation of labor or other laws
by one of our vendors could have an adverse effect on our business. Additionally, although we diversify our sourcing and
production by country, the failure of any supplier to produce and deliver our goods on time, to meet our quality standards and
adhere to our product safety requirements or to meet the requirements of our supplier compliance program or applicable laws,
could impact our ability to flow merchandise to our stores or directly to consumers in the right quantities at the right time,
which could adversely affect our profitability and could result in damage to our reputation and translate into sales losses.
A decrease in cash flows from our operations and constraints to accessing other financing sources could limit our ability to
fund our operations, capital projects, interest and debt repayments, stock repurchases and dividends.
Our business depends upon our operations to generate strong cash flow and to some extent upon the availability of
financing sources to supply capital to fund our general operating activities, capital projects, interest and debt repayments, stock
repurchases and dividends. Our inability to continue to generate sufficient cash flows to support these activities or the lack of
availability of financing in adequate amounts and on appropriate terms when needed could adversely affect our financial
performance including our earnings per share.
Reductions in the income and cash flow from our long-term marketing and servicing alliance related to our private label
credit cards could impact operating results and cash flows.
Wells Fargo owns and manages our private label credit cards under the Wells Fargo Alliance. The Wells Fargo Alliance
provides for certain payments to be made by Wells Fargo to the Company, including the Company's share of revenues under
this alliance. The income and cash flow that the Company receives from the Wells Fargo Alliance is dependent upon a number
of factors including the level of sales on Wells Fargo accounts, the level of balances carried on the Wells Fargo accounts by
Wells Fargo customers, payment rates on Wells Fargo accounts, finance charge rates and other fees on Wells Fargo accounts,
the level of credit losses for the Wells Fargo accounts, Wells Fargo's ability to extend credit to our customers as well as the cost
of customer rewards programs, all of which can vary based on changes in federal and state banking and consumer protection
laws and from a variety of economic, legal, social and other factors that we cannot control. If the income or cash flow that the
Company receives from the Wells Fargo Alliance decreases, our operating results and cash flows could be adversely affected.
Credit card operations are subject to numerous federal and state laws that impose disclosure and other requirements upon
the origination, servicing, and enforcement of credit accounts, and limitations on the amount of finance charges and fees that
may be charged by a credit card provider. Wells Fargo may be subject to regulations that may adversely impact its operation of
4
our private label credit card. To the extent that such limitations or regulations materially limit the availability of credit or
increase the cost of credit to our cardholders or negatively impact provisions which affect our revenue streams associated with
our private label credit card, our results of operations could be adversely affected. In addition, changes in credit card use,
payment patterns, or default rates could be affected by a variety of economic, legal, social, or other factors over which we have
no control and cannot predict with certainty. Such changes could also negatively impact our ability to facilitate consumer credit
or increase the cost of credit to our cardholders.
Our business is seasonal, and fluctuations in our revenues during the last quarter of our fiscal year can have a
disproportionate effect on our results of operations.
Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income
typically realized during the last quarter of our fiscal year due to the holiday season. Our fiscal fourth-quarter results may
fluctuate significantly, based on many factors, including holiday spending patterns and weather conditions, and any such
fluctuation could have a disproportionate effect on our results of operations for the entire fiscal year. Because of the seasonality
of our business, our operating results vary considerably from quarter to quarter, and results from any quarter are not necessarily
indicative of the results that may be achieved for a full fiscal year.
A shutdown of, or disruption in, any of the Company's distribution or fulfillment centers would have an adverse effect on
the Company's business and operations.
Our business depends on the orderly operation of the process of receiving and distributing merchandise, which relies on
adherence to shipping schedules and effective management of distribution centers. Although we believe that our receiving and
distribution process is efficient and that we have appropriate contingency plans, unforeseen disruptions in operations due to
fire, severe weather conditions, natural disasters, or other catastrophic events, labor disagreements, or other shipping problems
may result in the loss of inventory and/or delays in the delivery of merchandise to our stores and customers.
Current store locations may become less desirable, and desirable new locations may not be available for a reasonable price,
if at all, either of which could adversely affect our results of operations.
In order to generate customer traffic and for convenience of our customers, we locate our stores in desirable locations
within shopping malls. Our stores benefit from the abilities that our Company, other anchor tenants and other area attractions
have to generate consumer traffic. They also benefit from the continuing popularity of shopping malls as shopping destinations.
Adverse changes in the development of new shopping malls in the United States, the availability or cost of appropriate
locations within existing or new shopping malls, competition with other retailers for prominent locations, the success of
individual shopping malls and the success of other anchor tenants, or the continued popularity of shopping malls may impact
our ability to maintain or grow our sales in our existing stores, as well as our ability to open new stores, which could have an
adverse effect on our financial condition or results of operations.
Many shopping mall operators have been severely impacted by the recent global economic downturn. The continuation of
the economic slowdown in the United States could impact shopping mall operators' financial ability to develop new shopping
malls and properly maintain existing shopping malls, which could adversely affect our sales.
Ownership and leasing of significant amounts of real estate exposes us to possible liabilities and losses.
We own the land and building, or lease the land and/or the building, for all of our stores. Accordingly, we are subject to
all of the risks associated with owning and leasing real estate. In particular, the value of the assets could decrease, and their
operating costs could increase, because of changes in the investment climate for real estate, demographic trends and supply or
demand for the use of the store, which may result from competition from similar stores in the area. Additionally, we are subject
to potential liability for environmental conditions on the property that we own or lease. If an existing owned store is not
profitable, and we decide to close it, we may be required to record an impairment charge and/or exit costs associated with the
disposal of the store. We generally cannot cancel our leases. If an existing or future store is not profitable, and we decide to
close it, we may be committed to perform certain obligations under the applicable lease including, among other things, paying
the base rent for the balance of the lease term. In addition, as each of the leases expires, we may be unable to negotiate
renewals, either on commercially acceptable terms or at all, which could cause us to close stores in desirable locations. We may
not be able to close an unprofitable owned store due to an existing operating covenant which may cause us to operate the
location at a loss and prevent us from finding a more desirable location. We have approximately 75 stores along the Gulf and
Atlantic coasts that are covered by third party insurance but are self-insured for property and merchandise losses related to
"named storms"; therefore, repair and replacement costs will be borne by us for damage to any of these stores from "named
storms".
5
A privacy breach could adversely affect our business, reputation and financial condition.
We receive certain personal information about our employees and our customers, including information permitting
cashless payments, both in our stores and through our online operations at www.dillards.com. In addition, our online operations
depend upon the secure transmission of confidential information over public networks.
We have a longstanding Information Security Program committed to regular risk assessment practices surrounding the
protection of confidential data. This program includes network segmentation and access controls around the computer resources
that house confidential data. In response to recent high profile security breaches at other companies, we evaluated the security
environment surrounding the handling and control of our critical data, especially the private data we receive from our
customers, and instituted additional measures to help protect us from a privacy breach.
Despite our security measures, it is possible that unauthorized persons (through cyberattacks, which are evolving and
becoming increasingly sophisticated, physical breach or other means) might defeat our security measures in the future and
obtain personal information of customers, employees or others that we hold. We have purchased Network Security and Cyber
Liability insurance to provide some financial protection should a privacy breach occur; however, such a compromise that
results in personal information being obtained by unauthorized persons could adversely affect our reputation with our
customers, employees and others, as well as our operations, results of operations, financial condition and liquidity, and could
result in litigation against us or the imposition of penalties. In addition, a security breach could require that we expend
significant additional resources related to our information security systems and could result in a disruption of our operations,
particularly our online sales operations.
Litigation with customers, employees and others could harm our reputation and impact operating results.
In the ordinary course of business, we may be involved in lawsuits and regulatory actions. We are impacted by trends in
litigation, including, but not limited to, class-action allegations brought under various consumer protection and employment
laws. Additionally, we may be subject to employment-related claims alleging discrimination, harassment, wrongful termination
and wage issues, including those relating to overtime compensation. We are susceptible to claims filed by customers alleging
responsibility for injury suffered during a visit to a store or from product defects, and we are also subject to lawsuits filed by
patent holders alleging patent infringement. These types of claims, as well as other types of lawsuits to which we are subject
from time to time, can distract management's attention from core business operations and impact operating results, particularly
if a lawsuit results in an unfavorable outcome.
Our profitability may be adversely impacted by weather conditions.
Our merchandise assortments reflect assumptions regarding expected weather patterns and our profitability depends on
our ability to timely deliver seasonally appropriate inventory. Unexpected or unseasonable weather conditions could render a
portion of our inventory incompatible with consumer needs. For example, extended periods of unseasonably warm
temperatures during the winter season or cool weather during the summer season could render a portion of the Company's
inventory incompatible with those unseasonable conditions. Additionally, extreme weather or natural disasters, particularly in
the areas in which our stores are located, could also severely hinder our ability to timely deliver seasonally appropriate
merchandise. For example, frequent or unusually heavy snowfall, ice storms, rainstorms or other extreme weather conditions
over a prolonged period could make it difficult for the Company's customers to travel to its stores and thereby reduce the
Company's sales and profitability. A reduction in the demand for or supply of our seasonal merchandise or reduced sales due to
reduced customer traffic in our stores could have an adverse effect on our inventory levels, gross margins and results of
operations.
Natural disasters, war, acts of terrorism, other armed conflicts, and public health issues may adversely impact our business.
The occurrence of, or threat of, a natural disaster, war, acts of terrorism, other armed conflicts, and public health issues
could disrupt our operations, disrupt international trade and supply chain efficiencies, suppliers or customers, or result in
political or economic instability. If commercial transportation is curtailed or substantially delayed our business may be
adversely impacted, as we may have difficulty shipping merchandise to our distribution centers, fulfillment centers, stores, or
directly to customers. As a result of the occurrence of, or threat of, a natural disaster or acts of terrorism in the United States,
we may be required to suspend operations in some or all of our stores, which could have a material adverse impact on our
business, financial condition, and results of operations.
Increases in the cost of employee benefits could impact the Company's financial results and cash flows.
The Company's expenses relating to employee health benefits are significant. Unfavorable changes in the cost of such
benefits could impact the Company's financial results and cash flows. Healthcare costs have risen significantly in recent years,
and recent legislative and private sector initiatives regarding healthcare reform could result in significant changes to the U.S.
6
healthcare system. Many of our employees who currently choose not to participate in our healthcare plans may find it more
advantageous to do so as a result of recent changes to healthcare laws in the United States. Such changes include potential
penalties on persons for not obtaining healthcare coverage and employees being ineligible for certain healthcare subsidies if
such employee is eligible and offered qualifying and affordable healthcare coverage under an employer's plan. If a large portion
of eligible employees who currently choose not to participate in our plans choose to enroll as a result of the law change, it may
significantly increase our healthcare coverage costs, or we may not be able to offer competitive health care benefits to attract
and retain employees; either of which could have an adverse effect on our reputation and have a negative impact on our
financial results.
The Company depends on its ability to attract and retain quality employees, and failure to do so could adversely affect our
ability to execute our business strategy and our operating results.
The Company's business is dependent upon attracting and retaining quality employees. The Company has a large number
of employees, many of whom are in entry level or part-time positions with historically high rates of turnover. The Company's
ability to meet its labor needs while controlling the costs associated with hiring and training new employees is subject to
external factors such as unemployment levels, prevailing wage rates, minimum wage and health reform legislation and
changing demographics. In addition, as a complex enterprise operating in a highly competitive and challenging business
environment, the Company is highly dependent upon management personnel to develop and effectively execute successful
business strategies and tactics. Any circumstances that adversely impact the Company's ability to attract, train, develop and
retain quality employees throughout the organization could adversely affect the Company's business and results of operations.
Variations in the amount of vendor allowances received could adversely impact our operating results.
We receive vendor allowances for advertising, payroll and margin maintenance that are a strategic part of our operations.
A reduction in the amount of cooperative advertising allowances would likely cause us to consider other methods of advertising
as well as the volume and frequency of our product advertising, which could increase/decrease our expenditures and/or
revenue. Decreased payroll reimbursements would either cause payroll costs to rise, negatively impacting operating income, or
cause us to reduce the number of employees, which may cause a decline in sales. A decline in the amount of margin
maintenance allowances would either increase cost of sales, which would negatively impact gross margin and operating
income, or cause us to reduce merchandise purchases, which may cause a decline in sales.
Our operations are dependent on information technology systems, and disruptions in those systems could have an adverse
impact on our results of operations.
Our operations are dependent upon the integrity, security and consistent operation of various systems and data centers,
including the point-of-sale systems in the stores, our Internet website, data centers that process transactions, communication
systems and various software applications used throughout our Company to track inventory flow, process transactions and
generate performance and financial reports. The Company's computer systems are subject to damage or interruption from
power outages, computer and telecommunications failures, computer viruses, cyberattack or other security breaches,
catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism, and usage errors by the
Company's employees. If the Company's computer systems are damaged or cease to function properly, the Company may have
to make a significant investment to repair or replace them, and the Company may suffer loss of critical data and interruptions or
delays in its operations in the interim. Any material interruption in the Company's computer systems could adversely affect its
business or results of operations. Additionally, to keep pace with changing technology, we must continuously provide for the
design and implementation of new information technology systems and enhancements of our existing systems. We could
encounter difficulties in developing new systems or maintaining and upgrading existing systems. Such difficulties could lead to
significant expenses or to losses due to disruption in business operations.
The percentage-of-completion method of accounting that we use to recognize contract revenues for our construction
segment may result in material adjustments, which could result in a charge against our earnings.
Our construction segment recognizes contract revenues using the percentage-of-completion method. Under this method,
estimated contract revenues are recognized by applying the percentage of completion of the project for the period to the total
estimated revenues for the contract. Estimated contract losses are recognized in full when determined. Total contract revenues
and cost estimates are reviewed and revised at a minimum on a quarterly basis as the work progresses and as change orders are
approved. Adjustments based upon the percentage of completion are reflected in contract revenues in the period when these
estimates are revised. To the extent that these adjustments result in an increase, a reduction or an elimination of previously
reported contract profit, we are required to recognize a credit or a charge against current earnings, which could be material.
7
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
All of our stores are owned by us or leased from third parties. At January 31, 2015, we operated 297 stores in 29 states
totaling approximately 50.5 million square feet of which we owned approximately 44.9 million square feet. 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 real estate taxes related to the leases.
The following table summarizes by state of operation the number of retail stores we operate and the corresponding owned
and leased footprint at January 31, 2015:
Location
Alabama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arkansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arizona. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Georgia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Iowa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Idaho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kentucky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Montana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . .
Nebraska . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nevada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Carolina . . . . . . . . . . . . . . . . . . . . . . . . . .
Tennessee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wyoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number
of stores
Owned
Stores
Leased
Stores
Owned
Building
on Leased
Land
Partially
Owned
and
Partially
Leased
—
—
—
—
—
—
3
—
1
—
—
1
1
1
1
1
—
—
1
3
—
4
4
—
1
9
1
—
—
32
—
—
1
—
—
2
1
—
—
—
—
2
—
—
2
1
—
—
—
—
—
—
—
—
—
1
—
1
—
11
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
5
—
—
—
7
10
8
17
3
7
42
12
5
2
3
3
6
6
14
10
6
2
14
3
6
5
14
10
8
10
59
5
6
1
10
7
16
3
7
40
8
5
1
3
3
3
5
13
7
4
2
14
2
3
5
10
6
8
8
44
4
5
1
297
247
8
At January 31, 2015, we operated the following additional facilities:
Facility
Distribution Centers: . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mabelvale, AR
Location
Gilbert, AZ
Valdosta, GA
Olathe, KS
Salisbury, NC
Ft. Worth, TX
Internet Fulfillment Center . . . . . . . . . . . . . . . . . . . . . . . Maumelle, AR
Dillard's Executive Offices . . . . . . . . . . . . . . . . . . . . . . . Little Rock, AR
CDI Contractors, LLC Executive Office . . . . . . . . . . . . Little Rock, AR
CDI Storage Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . Maumelle, AR
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Square Feet
400,000
295,000
370,000
500,000
355,000
700,000
850,000
333,000
25,000
66,000
3,894,000
Owned /
Leased
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Additional property information is contained in Notes 1, 13 and 14 of "Notes to Consolidated Financial Statements," in
Item 8 hereof.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is involved in litigation relating to claims arising out of the Company's operations in the
normal course of business. This may include litigation with customers, employment related lawsuits, class action lawsuits,
purported class action lawsuits and actions brought by governmental authorities. As of March 25, 2015, the Company is not a
party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect
on the Company's business, results of operations, financial condition or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
9
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the names and ages of all executive officers of the Registrant, the nature of any family
relationship between them and the Company's CEO and all positions and offices with the Registrant presently held by each
person named. Each is elected to serve a one-year term. There are no other persons chosen to become executive officers.
Name
Age
Position & Office
William Dillard, II . .
Alex Dillard . . . . . . .
Director; Chief Executive
Officer
70
65 Director; President
Mike Dillard . . . . . .
63
Director; Executive Vice
President
Drue Matheny . . . . .
Chris B. Johnson (1)
Director; Executive Vice
President
68
43 Principal Vice President; Co-
Principal Financial Officer
Held Present
Office Since
Family Relationship to CEO
1998
1998
Not applicable
Brother of William Dillard, II
1984
Brother of William Dillard, II
1998
2015
Sister of William Dillard, II
None
Phillip R. Watts (2) .
52 Principal Vice President; Co-
2015
None
Dean L. Worley (3) .
William Dillard, III .
Denise Mahaffy . . . .
Mike McNiff . . . . . .
Brant Musgrave (4) .
Burt Squires . . . . . . .
David Terry (5) . . . .
Principal Financial Officer and
Principal Accounting Officer
49 Vice President; General Counsel
44 Vice President
56 Vice President
62 Vice President
42 Vice President
65 Vice President
65 Vice President
2012
2001
1993
1995
2014
1984
2011
None
Son of William Dillard, II
Sister of William Dillard, II
None
None
None
None
_______________________________________________________________________________
(1)
(2)
(3)
(4)
(5)
Mr. Johnson served as Vice President of Accounting from 2006 to 2012 and served as Vice President of Real Estate
from 2012 to 2015. In 2015, he was promoted to Principal Vice President and Co-Principal Financial Officer. Since
2008, Mr. Johnson has also served as Chief Financial Officer of CDI, the Company's wholly-owned general
contracting construction subsidiary.
Mr. Watts served as Vice President of Tax from 2002 to 2015. In 2015, he was promoted to Principal Vice President,
Co-Principal Financial Officer and Principal Accounting Officer.
Mr. Worley served as Assistant General Counsel from 1996 to 2012. In 2012, he was promoted to Vice President and
General Counsel.
Mr. Musgrave served as a Regional Vice President of Stores from 2007 to 2014. In 2014, he was promoted to
Corporate Vice President of Stores.
Mr. Terry served as Regional President of Merchandising from 2006 to 2011. In 2011, he was promoted to Corporate
Vice President of Merchandising.
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market and Dividend Information for Common Stock
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 Company's 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 2014 and 2013 are presented in the table below:
Fiscal Quarter
First . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
High
$ 100.02
Low
$ 82.75
High
$ 89.42
Low
$ 75.33
$
122.77
125.17
126.83
93.85
100.00
104.87
94.86
86.90
97.87
78.97
75.60
80.88
Dividends
per Share
2014
2013
$
0.06
0.06
0.06
0.06
0.05
0.05
0.06
0.06
While the Company expects to continue paying quarterly cash dividends during fiscal 2015, all dividends are reviewed
by the Board of Directors and declared if such determination is made.
Stockholders
As of February 28, 2015, there were 3,062 holders of record of the Company's Class A Common Stock and 8 holders of
record of the Company's Class B Common Stock.
Repurchase of Common Stock
There were no issuer purchases of equity securities during the fourth quarter of fiscal 2014.
In November 2014, the Company announced that the Board of Directors authorized the repurchase of up to $500 million
of its Class A Common Stock ("November 2014 Stock Plan"). Remaining availability pursuant to the November 2014 Stock
Plan was $500.0 million as of January 31, 2015.
Reference is made to the discussion in "Note 9. Stockholders' Equity" in the "Notes to Consolidated Financial
Statements" in Item 8 of this Report on Form 10-K, which information is incorporated by reference herein.
Securities Authorized for Issuance under Equity Compensation Plans
The information concerning the Company's equity compensation plans is incorporated herein by reference to Item 12 of
this Annual Report on Form 10-K under the heading "Equity Compensation Plan Information".
11
Company Performance
The graph below compares the cumulative total returns on the Company's Class A Common Stock, the Standard & Poor's
500 Index and the Standard & Poor's 500 Department Stores Index for each of the last five fiscal years. The cumulative total
return assumes $100 invested in the Company's Class A Common Stock and each of the indices at market close on January 29,
2010 (the last trading day prior to the start of fiscal 2010) and assumes reinvestment of dividends.
The table below shows the dollar value of the respective $100 investments, with the assumptions noted above, in each of
the Company's Class A Common Stock, the Standard & Poor's 500 Index and the Standard & Poor's 500 Department Stores
Index as of the last day of each of the Company's last five fiscal years.
Dillard's, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Department Stores . . . . . . . . . . . . . . .
244.31
$
281.52
$
566.47
$
589.36
$
121.26
114.69
127.72
129.49
150.58
132.62
183.25
156.71
787.26
214.19
202.61
2010
2011
2012
2013
2014
12
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data set forth below should be read in conjunction with our "Management's Discussion and
Analysis of Financial Condition and Results of Operations", our consolidated audited financial statements and notes thereto and
the other information contained elsewhere in this report.
(Dollars in thousands, except per share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,621,054
2014
2013
$ 6,531,647
2012*
$ 6,593,169
2011
$ 6,263,600
2010
$ 6,120,961
Percent change . . . . . . . . . . . . . . . . . . . . . . .
1%
(1)%
5%
2%
—%
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . .
4,272,605
4,223,715
4,247,108
4,047,269
3,980,873
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .
331,853
323,671
Percent of sales. . . . . . . . . . . . . . . . . . . . . . .
Interest and debt expense, net. . . . . . . . . . . . .
Income before income taxes and income on
and equity in losses of joint ventures . . . . . .
Income taxes (benefit) . . . . . . . . . . . . . . . . . .
Income on and equity in losses of joint
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted common share . . . . . .
Dividends per common share . . . . . . . . . . . . .
Book value per common share . . . . . . . . . . . .
Average number of diluted shares
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . .
Merchandise inventories. . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . .
Subordinated debentures. . . . . . . . . . . . . . . . .
64.5%
61,306
64.7 %
64,505
64.4%
69,596
64.6%
72,059
65.0%
73,792
510,768
179,480
496,224
173,400
565
847
7.79
0.24
49.02
7.10
0.22
45.33
479,750
145,060
1,272
335,962
6.87
5.20
41.24
396,669
(62,518)
4,722
463,909
8.52
0.19
41.50
268,716
84,450
(4,646)
179,620
2.67
0.16
34.79
42,603,236
45,586,087
48,910,946
54,448,065
67,174,163
56,510
1,374,481
2,029,171
4,170,071
614,785
5,919
250,455
194,319
200,000
30,840
1,345,321
2,134,200
4,050,739
614,785
6,759
228,439
230,248
200,000
31,519
1,294,581
2,287,015
4,048,744
614,785
7,524
233,492
255,652
200,000
28,708
1,304,124
2,440,266
4,306,137
614,785
9,153
245,218
314,598
200,000
25,950
1,290,147
2,595,514
4,374,166
697,246
11,383
205,916
341,689
200,000
Total stockholders' equity . . . . . . . . . . . . . . . .
2,019,270
1,992,197
1,970,175
2,052,019
2,086,720
Number of stores
Opened . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Closed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total—end of year . . . . . . . . . . . . . . . . . . . .
2
1
297
—
6
296
—
2
302
—
4
304
2
3
308
___________________________________
*
Fiscal 2012 contains 53 weeks.
The items below are included in the Selected Financial Data.
2014
2013
A $5.9 million pretax gain ($3.8 million after tax or $0.09 per share) related to the sale of a retail store location.
The items below amount to a net $7.9 million pretax gain ($5.1 million after tax gain or $0.11 per share).
•
an $11.7 million pretax gain ($7.6 million after tax or $0.17 per share) related to the sale of an investment (see
Note 1 of the Notes to Consolidated Financial Statements).
13
•
•
2012
a $5.4 million pretax charge ($3.5 million after tax or $0.08 per share) for asset impairment and store closing
charges related to the write-down of certain cost method investments (see Note 14 of the Notes to Consolidated
Financial Statements).
a $1.5 million pretax gain ($1.0 million after tax or $0.02 per share) related to a pension adjustment (see Note 8
of the Notes to Consolidated Financial Statements).
The items below amount to a net $9.8 million pretax gain ($26.2 million after tax gain or $0.54 per share).
•
•
•
•
an $11.4 million pretax gain ($7.4 million after tax or $0.15 per share) related to the sale of three former retail
store locations.
a $1.6 million pretax charge ($1.0 million after tax or $0.02 per share) for asset impairment and store closing
charges related to the write-down of a property held for sale and of an operating property (see Note 14 of Notes
to Consolidated Financial Statements).
a $1.7 million income tax benefit ($0.03 per share) due to a reversal of a valuation allowance related to a
deferred tax asset consisting of a capital loss carryforward (see Note 6 of Notes to Consolidated Financial
Statements).
an $18.1 million income tax benefit ($0.37 per share) due to a one-time deduction related to dividends paid to
the Dillard's, Inc. Investment and Employee Stock Ownership Plan (see Note 6 of Notes to Consolidated
Financial Statements).
2011
2010
The items below amount to a net $50.9 million pretax gain ($234.5 million after tax gain or $4.31 per share).
•
•
•
•
•
•
a $201.6 million income tax benefit ($3.70 per share) due to a reversal of a valuation allowance related to the
amount of the capital loss carryforward used to offset the capital gain income recognized on the taxable transfer
of properties to our REIT.
a $44.5 million pretax gain ($28.7 million after tax or $0.53 per share), net of settlement related expenses,
related to the settlement of a lawsuit with JDA Software Group for $57.0 million.
a $4.2 million pretax gain ($2.7 million after tax or $0.05 per share) related to a distribution from a mall joint
venture.
a $2.1 million pretax gain ($1.4 million after tax or $0.03 per share) related to the sale of an interest in a mall
joint venture.
a $1.3 million pretax gain ($0.9 million after tax or $0.02 per share) related to the sale of two former retail store
locations.
a $1.2 million pretax charge ($0.8 million after tax or $0.01 per share) for asset impairment and store closing
charges related to the write-down of one property held for sale.
The items below amount to a net $10.4 million pretax gain ($16.4 million after tax gain or $0.24 per share).
•
•
•
•
a $2.2 million pretax charge ($1.4 million after tax or $0.02 per share) for asset impairment and store closing
charges related to the write-down of one property held for sale.
a $7.5 million pretax gain ($4.8 million after tax or $0.07 per share) on proceeds received for final payment
related to hurricane losses.
a $5.1 million pretax gain ($3.3 million after tax or $0.05 per share) related to the sale of five retail store
locations.
a $9.7 million income tax benefit ($0.14 per share) primarily related to net decreases in unrecognized tax
benefits, interest and penalties due to resolutions of federal and state examinations; decreases in state net
operating loss valuation allowances; and a decrease in a capital loss valuation allowance.
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Dillard's, Inc. operates 297 retail department stores spanning 29 states and an Internet store. The Company also operates a
general contractor, CDI, a portion of whose business includes constructing and remodeling stores for the Company, which is a
reportable segment separate from our retail operations.
In accordance with the National Retail Federation fiscal reporting calendar and our bylaws, the fiscal 2014 and 2013
reporting periods presented and discussed below ended January 31, 2015 and February 1, 2014, respectively, and each
contained 52 weeks. The fiscal 2012 reporting period presented and discussed below ended February 2, 2013 and contained
53 weeks. For comparability purposes, where noted, some of the information discussed below is based upon comparison of the
52 weeks ended January 31, 2015, February 1, 2014 and February 2, 2013.
EXECUTIVE OVERVIEW
Fiscal 2014
Comparable retail sales increased 1% over last year, and gross profit from retail operations improved 35 basis points as a
result of slightly higher initial markups. Despite a 14 basis point increase in selling, general and administrative expenses,
primarily in selling payroll, net income rose to $331.9 million during fiscal 2014 from $323.7 million in the prior year. This
stronger net income combined with an increase of operating cash flow of $109.8 million helped enable us to repurchase
$290.4 million, or 2.8 million shares, of our Class A Common Stock during the year, resulting in earnings per share of $7.79 for
fiscal 2014, a 9.7% increase from $7.10 per share for the prior year.
Included in net income for fiscal 2014 is a $5.9 million pretax gain ($3.8 million after tax or $0.09 per share) related to
the sale of a retail store location.
Included in net income for fiscal 2013 are:
•
•
•
an $11.7 million pretax gain ($7.6 million after tax or $0.17 per share) related to the sale of an investment.
a $5.4 million pretax charge ($3.5 million after tax or $0.08 per share) for asset impairment and store closing
charges related to the write-down of certain cost method investments.
a $1.5 million pretax gain ($1.0 million after tax or $0.02 per share) related to a pension adjustment.
As of January 31, 2015, we had working capital of $1,003.1 million (including cash and cash equivalents of $403.8
million) and $814.8 million of total debt outstanding, excluding capital lease obligations, with no scheduled maturities until late
fiscal 2017. We operated 297 total stores as of January 31, 2015, an increase of one store from the end of fiscal 2013.
15
Key Performance Indicators
We use a number of key indicators of financial condition and operating performance to evaluate the performance of our
business, including the following:
Fiscal 2014
Net sales (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,621.1
Gross profit (in millions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,348.4
Fiscal 2013
$ 6,531.6
$ 2,307.9
Fiscal 2012
$ 6,593.2
$ 2,346.1
Gross profit as a percentage of net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail gross profit as a percentage of net sales . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses as a percentage of net sales . .
Cash flow from operations (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total retail store count at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail sales per square foot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Retail stores sales trend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comparable retail store sales trend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comparable retail store inventory trend . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35.5%
36.1%
25.1%
611.6
297
131
1%
1%
2%
Retail merchandise inventory turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.8
35.3%
35.7%
25.0%
501.8
296
130
$
$
35.6 %
36.1 %
25.4 %
$ 522.7
302
129
$
1% (1)
1% (1)
5%
2.8
3 % (2)
4 % (2)
(1)%
2.9
___________________________________
(1)
(2)
Based upon the 52 weeks ended February 1, 2014 and 52 weeks ended February 2, 2013
Based upon the 52 weeks ended February 2, 2013 and 52 weeks ended February 4, 2012
Trends and Uncertainties
Fluctuations in the following key trends and uncertainties may have a material effect on our operating results.
•
•
•
•
•
Cash flow—Cash from operating activities is a primary source of our liquidity that is adversely affected when
the retail industry faces economic challenges. Furthermore, operating cash flow can be negatively affected by
competitive factors.
Pricing—If our customers do not purchase our merchandise offerings in sufficient quantities, we respond by
taking markdowns. If we have to reduce our retail selling prices, the cost of sales on our consolidated statement
of income will correspondingly rise, thus reducing our income and cash flow.
Success of brand—The success of our exclusive brand merchandise as well as merchandise we source from
national vendors is dependent upon customer fashion preferences and how well we can predict and anticipate
trends.
Sourcing—Our store merchandise selection is dependent upon our ability to acquire appealing products from a
number of sources. Our ability to attract and retain compelling vendors as well as in-house design talent, the
adequacy and stable availability of materials and production facilities from which we source our merchandise
and the speed at which we can respond to customer trends and preferences all have a significant impact on our
merchandise mix and, thus, our ability to sell merchandise at profitable prices.
Store growth—Our ability to open new stores is dependent upon a number of factors, such as the identification
of suitable markets and locations and the availability of shopping developments, especially in a weak economic
environment. Store growth can be further hindered by mall attrition and subsequent closure of underperforming
properties.
Seasonality and Inflation
Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income
typically realized during the last quarter of our fiscal year due to the holiday season. Because of the seasonality of our business,
results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.
We do not believe that inflation has had a material effect on our results during the periods presented; however, our
business could be affected by such in the future.
16
2015 Guidance
A summary of estimates on key financial measures for fiscal 2015 is shown below.
(in millions of dollars)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and debt expense, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal 2015
Estimated
Fiscal 2014
Actual
250
$
25
61
160
251
27
61
152
General
Net sales. Net sales include merchandise sales of comparable and non-comparable stores and revenue recognized on
contracts of CDI, the Company's general contracting construction company. Comparable store sales include sales for those
stores which were in operation for a full period in both the current quarter and the corresponding quarter for the prior year.
Comparable store sales exclude changes in the allowance for sales returns. 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 during the current fiscal year; sales in the previous fiscal year for stores closed during the current or
previous fiscal year that are no longer considered comparable stores; sales in clearance centers; and changes in the allowance
for sales returns.
Service charges and other income. Service charges and other income include income generated through the Wells
Fargo Alliance and former Synchrony Alliance. Other income includes rental income, shipping and handling fees, gift card
breakage and lease income on leased departments.
Cost of sales. Cost of sales includes the cost of merchandise sold (net of purchase discounts and non-specific margin
maintenance allowances), bankcard fees, freight to the distribution centers, employee and promotional discounts, and direct
payroll for salon personnel. Cost of sales also includes CDI contract costs, which comprise all direct material and labor costs,
subcontract costs and those indirect costs related to contract performance, such as indirect labor, employee benefits and
insurance program costs.
Selling, general and administrative expenses. Selling, general and administrative expenses include buying,
occupancy, selling, distribution, warehousing, store and corporate expenses (including payroll and employee benefits),
insurance, employment taxes, advertising, management information systems, legal 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, including contingent rent, and data processing and other equipment
rentals.
Interest and debt expense, net. Interest and debt expense includes interest, net of interest income, relating to the
Company's unsecured notes, mortgage note, term note, subordinated debentures and borrowings under the Company's credit
facility. Interest and debt expense also includes gains and losses on note repurchases, if any, amortization of financing costs and
interest on capital lease obligations.
Gain on disposal of assets. Gain on disposal of assets includes the net gain or loss on the sale or disposal of property
and equipment and the net gain or loss on the sale or disposal of investments.
Asset impairment and store closing charges. Asset impairment and store closing charges consist of (a) write-downs
to fair value of under-performing or held for sale properties and of cost method investments and (b) 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.
Income on and equity in losses of joint ventures. Income on and equity in losses of joint ventures includes the
Company's portion of the income or loss of the Company's unconsolidated joint ventures as well as the distribution of excess
cash from a mall joint venture.
17
Critical Accounting Policies and Estimates
The Company's significant accounting policies are also described in Note 1 of Notes to Consolidated Financial
Statements. As disclosed in that note, 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. 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. Since future events and
their effects cannot be determined with absolute certainty, actual results could differ from those estimates.
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 96% of the Company's inventories are valued at the lower of cost or market
using the last-in, first-out ("LIFO") retail inventory method. Under the retail inventory method, 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.
The retail inventory method is an averaging method that is widely used in the retail industry due to its practicality. Inherent in
the retail inventory method 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. During periods of deflation, inventory values on the first-in, first-out ("FIFO") retail inventory method may be
lower than the LIFO retail inventory method. Additionally, inventory values at LIFO cost may be in excess of net realizable
value. At January 31, 2015 and February 1, 2014, merchandise inventories valued at LIFO, including adjustments as necessary
to record inventory at the lower of cost or market, approximated the cost of such inventories using the FIFO retail inventory
method. The application of the LIFO retail inventory method did not result in the recognition of any LIFO charges or credits
affecting cost of sales for fiscal 2014, 2013 or 2012. The remaining 4% of the inventories are valued at the lower of cost or
market using the average cost or specific identified cost methods. A 1% change in the dollar amount of markdowns would have
impacted net income by approximately $10 million for fiscal 2014.
The Company regularly records a provision for estimated shrinkage, thereby reducing the carrying value of merchandise
inventory. Complete physical inventories of all of the Company's stores and warehouses are performed no less frequently than
annually, with the recorded amount of merchandise inventory being adjusted to coincide with these physical counts. The
differences between the estimated amounts of shrinkage and the actual amounts realized during the past three years have not
been material.
Revenue recognition. The Company's retail operations segment recognizes revenue upon the sale of merchandise to its
customers, net of anticipated returns of merchandise. The provision for sales returns is based on historical evidence of our
return rate. We recorded an allowance for sales returns of $5.0 million and $5.7 million as of January 31, 2015 and February 1,
2014, respectively. Adjustments to earnings resulting from revisions to estimates on our sales return provision were not material
for fiscal years 2014, 2013 and 2012.
The Company's share of income earned under the Wells Fargo Alliance and former Synchrony Alliance involving the
Dillard's branded private label credit cards is included as a component of service charges and other income. The Company
received income of approximately $112 million, $113 million and $107 million from the alliances in fiscal 2014, 2013 and
2012, respectively. The Company participates in the marketing of the private label credit cards and accepts payments on the
private label credit cards in its stores as a convenience to customers who prefer to pay in person rather than by paying online or
mailing their payments to Wells Fargo.
Revenues from CDI construction contracts are generally recognized by applying percentages of completion for each
period to the total estimated revenue for the respective contracts. The length of each contract varies but is typically nine to
eighteen months. The percentages of completion are determined by relating the actual costs of work performed to date to the
current estimated total costs of the respective contracts. Any anticipated losses on completed contracts are recognized as soon
as they are determined.
Vendor allowances. The Company receives concessions from vendors through a variety of programs and
arrangements, including co-operative advertising, payroll reimbursements and margin maintenance programs.
Cooperative advertising allowances are reported as a reduction of advertising expense in the period in which the
advertising occurred. If vendor advertising allowances were substantially reduced or eliminated, the Company would likely
consider other methods of advertising as well as the volume and frequency of our product advertising, which could increase or
decrease our expenditures. Similarly, we are not able to assess the impact of vendor advertising allowances on creating
additional revenues, as such allowances do not directly generate revenues for our stores.
18
Payroll reimbursements are reported as a reduction of payroll expense in the period in which the reimbursement occurred.
Amounts of margin maintenance allowances are recorded only when an agreement has been reached with the vendor and
the collection of the concession is deemed probable. All such merchandise margin maintenance allowances are recognized as a
reduction of cost purchases. Under the retail inventory method, a portion of these allowances reduces cost of goods sold and a
portion reduces the carrying value of merchandise inventory.
Insurance accruals. The Company's consolidated balance sheets include liabilities with respect to claims for self-
insured workers' compensation (with a self-insured retention of $4 million per claim) and general liability (with a self-insured
retention of $1 million per claim and a one-time $1 million corridor). The Company's retentions are insured through a wholly-
owned captive insurance subsidiary. 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). As of January 31, 2015 and February 1, 2014, insurance accruals of $45.9 million and $47.5 million,
respectively, were recorded in trade accounts payable and accrued expenses and other liabilities. Adjustments resulting from
changes in historical loss trends have helped control expenses during fiscal 2014 and 2013, partially due to Company programs
that have helped decrease both the number and cost of claims. Further, we do not anticipate any significant change in loss
trends, settlements or other costs that would cause a significant change in our earnings. A 10% change in our self-insurance
reserve would have affected net earnings by $3.0 million for fiscal 2014.
Long-lived assets. The Company's judgment regarding the existence of impairment indicators is based on market and
operational performance. We assess the impairment of long-lived assets, primarily fixed assets, whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an
impairment review include the following:
•
•
•
•
Significant changes in the manner of our use of assets or the strategy for the overall business;
Significant negative industry or economic trends;
A current-period operating or cash flow loss combined with a history of operating or cash flow losses; or
Store closings.
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.
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, changes
in store locations, settlements of tax audits 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.
Changes in the Company's assumptions and judgments can materially affect amounts recognized in the consolidated balance
sheets and statements of income.
The total amount of unrecognized tax benefits as of January 31, 2015 and February 1, 2014 was $4.8 million and
$6.5 million, respectively, of which $2.6 million and $4.1 million, respectively, would, if recognized, affect the Company's
effective tax rate. The Company does not expect a significant change in unrecognized tax benefits in the next twelve months.
The Company classifies accrued interest expense and penalties relating to income tax in the consolidated financial statements
as income tax expense. The total amounts of interest and penalties were not material.
During fiscal 2014, the Internal Revenue Service (“IRS”) concluded its examination of the Company’s federal income tax
returns for the fiscal tax years 2011 and 2012, with no material changes in these tax years as a result of such examination. The
tax years that remain subject to examination for major state tax jurisdictions are fiscal tax years 2011 and forward. At this time,
the Company does not expect the results from any income tax audit to have a material impact on the Company's consolidated
financial statements.
Pension obligations. The discount rate that the Company utilizes for determining future pension obligations is based on
the Citigroup Above Median Pension Index Curve on its annual measurement date and is matched to the future expected cash
flows of the benefit plans by annual periods. The discount rate decreased to 3.5% as of January 31, 2015 from 4.4% as of
19
February 1, 2014. We believe that these assumptions have been appropriate and that, based on these assumptions, the pension
liability of $197 million is appropriately stated as of January 31, 2015; however, actual results may differ materially from those
estimated and could have a material impact on our consolidated financial statements. A further 50 basis point change in the
discount rate would increase or decrease the pension liability by approximately $14.6 million. The Company expects to make a
contribution to the pension plan of approximately $4.5 million in fiscal 2015. The Company expects pension expense to be
approximately $14.4 million in fiscal 2015 with a liability of $206.8 million at January 30, 2016.
RESULTS OF OPERATIONS
The following table sets forth the results of operations and percentage of net sales, for the periods indicated:
January 31, 2015
February 1, 2014
February 2, 2013
For the years ended
(in thousands of dollars)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,621,054
Service charges and other income . . . . . . . . . . . .
159,075
6,780,129
Amount
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . .
Depreciation and amortization. . . . . . . . . . . . . . .
Rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and debt expense, net . . . . . . . . . . . . . . .
Gain on disposal of assets . . . . . . . . . . . . . . . . . .
Asset impairment and store closing charges . . . .
Income before income taxes and income on and
equity in losses of joint ventures . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income on and equity in losses of joint ventures.
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,272,605
1,663,859
250,683
26,977
61,306
(6,069)
—
510,768
179,480
565
% of
Net
Sales
100.0% $ 6,531,647
Amount
% of
Net
Sales
100.0% $ 6,593,169
Amount
2.4
102.4
64.5
25.1
3.8
0.4
0.9
(0.1)
—
7.7
2.7
—
160,130
6,691,777
4,223,715
1,632,036
255,490
26,833
64,505
(12,379)
5,353
496,224
173,400
847
2.5
102.5
64.7
25.0
3.9
0.4
1.0
(0.2)
0.1
7.6
2.7
—
158,426
6,751,595
4,247,108
1,671,526
259,621
34,838
69,596
(12,435)
1,591
479,750
145,060
1,272
% of
Net
Sales
100.0%
2.4
102.4
64.4
25.4
3.9
0.5
1.1
(0.2)
—
7.3
2.2
—
331,853
5.0% $
323,671
5.0% $
335,962
5.1%
20
Sales
(in thousands of dollars)
Net sales:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,490,387
130,667
6,621,054
$
$
6,439,304
92,343
6,531,647
$
$
6,489,366
103,803
6,593,169
The percent change by segment and product category in the Company's sales for the past two years is as follows:
Retail operations segment
Cosmetics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ladies' apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ladies' accessories and lingerie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Juniors' and children's apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Men's apparel and accessories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shoes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Home and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent Change
Fiscal
2014 - 2013
Fiscal
2013 - 2012 (1)
(0.3)%
2.2
0.8
3.9
1.6
0.8
(9.9)
41.5
(2.0)%
(0.9)
5.8
1.4
0.2
2.5
(5.3)
(11.0)
___________________________________
(1) Retail operations sales trends are based upon the 52 weeks ended February 1, 2014 and 52 weeks ended February 2, 2013
2014 Compared to 2013
Net sales from the retail operations segment increased $51.1 million or 1% during fiscal 2014 as compared to fiscal 2013.
During fiscal 2014 as compared to fiscal 2013, total sales and sales in comparable stores increased 1%. During fiscal 2014,
sales of juniors' and children's apparel, ladies' apparel and men's apparel and accessories increased moderately over the prior
year. Sales of shoes and ladies' accessories and lingerie increased slightly over last year while sales of cosmetics remained
essentially flat. Sales of home and furniture declined significantly from last year.
The number of sales transactions during fiscal 2014 decreased 2% over fiscal 2013 while the average dollars per sales
transaction increased 3%.
Net sales from the construction segment increased $38.3 million or 42% during fiscal 2014 as compared to fiscal 2013
due to an increase in construction projects. The backlog of awarded construction contracts at January 31, 2015 totaled
$304.0 million, increasing approximately 55% from February 1, 2014.
2013 Compared to 2012
Net sales from the retail operations segment decreased $50.1 million or 1% during fiscal 2013 as compared to fiscal
2012. During the 52 weeks ended February 1, 2014 as compared to the 52 weeks ended February 2, 2013, total sales and sales
in comparable stores increased 1%. During the comparable 52-week periods, sales of ladies' accessories and lingerie increased
significantly over the prior year, sales of shoes increased moderately and sales of juniors' and children's apparel increased
slightly. Sales of men's apparel and accessories were essentially flat over the prior year comparable period. Sales of ladies'
apparel decreased slightly between the comparable periods, sales of cosmetics decreased moderately while sales of home and
furniture declined significantly.
The number of sales transactions during fiscal 2013 decreased 4% over fiscal 2012 while the average dollars per sales
transaction increased 3%.
Net sales from the construction segment decreased $11.5 million or 11% during fiscal 2013 as compared to fiscal 2012
due to a shift in the timing of certain construction projects. The backlog of awarded construction contracts at February 1, 2014
totaled $196.5 million.
21
Exclusive Brand Merchandise
Sales penetration of exclusive brand merchandise for fiscal years 2014, 2013 and 2012 was 21.6%, 21.5% and 21.9% of
total net sales, respectively.
Service Charges and Other Income
(in millions of dollars)
Service charges and other income:
Retail operations segment
Fiscal
2014
Fiscal
2013
Fiscal
2012
2014 - 2013
2013 - 2012
2014 - 2013
2013 - 2012
Dollar Change
Percent Change
Income from Wells Fargo Alliance and
former Synchrony Alliance. . . . . . . . . . $ 111.6
Leased department income. . . . . . . . . . .
8.7
Shipping and handling income. . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.3
15.6
158.2
Construction segment . . . . . . . . . . . . . . . . .
0.9
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 159.1
$ 113.1
$ 107.1
$
9.2
20.3
17.2
159.8
0.3
10.8
19.1
21.3
158.3
0.1
$ 160.1
$ 158.4
$
(1.5) $
(0.5)
2.0
(1.6)
(1.6)
0.6
(1.0) $
6.0
(1.6)
1.2
(4.1)
1.5
0.2
1.7
(1.3)%
(5.4)
9.9
(9.3)
(1.0)
5.6%
(14.8)
6.3
(19.2)
0.9
200.0
200.0
(0.6)%
1.1%
2014 Compared to 2013
Service charges and other income is composed primarily of income from the Wells Fargo Alliance and former Synchrony
Alliance. Income from the alliances decreased $1.5 million in fiscal 2014 compared to fiscal 2013 primarily due to increased
credit losses and the discontinuation of a credit product previously offered by Synchrony partially offset by increases in finance
charge income.
2013 Compared to 2012
Income from the former Synchrony Alliance increased $6.0 million in fiscal 2013 compared to fiscal 2012 primarily due
to increases in finance charge income.
Gross Profit
(in thousands of dollars)
Gross profit:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,342,109
6,340
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,348,449
Gross profit as a percentage of segment net sales:
$ 2,301,271
$ 2,340,754
6,661
5,307
$ 2,307,932
$ 2,346,061
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross profit as a percentage of net sales. . . . . . . . . . . . . . . . . . . . . . .
36.1%
4.9
35.5
35.7%
7.2
35.3
36.1%
5.1
35.6
2014 Compared to 2013
Gross profit improved 14 basis points of sales during fiscal 2014 compared to fiscal 2013. Gross profit from retail
operations improved 35 basis points of sales during the same periods primarily due to increased initial markups. Inventory in
comparable stores increased 2% as of January 31, 2015 compared to February 1, 2014.
During fiscal 2014, gross margin improved slightly in juniors' and children's apparel and ladies' apparel. Gross margin
was essentially flat in all other product categories.
22
Gross profit from the construction segment declined $0.3 million (236 basis points of sales). The decline was due to
lower fee percentages on new contracts.
2013 Compared to 2012
Gross profit declined 30 basis points of sales during fiscal 2013 compared to fiscal 2012. Gross profit from retail
operations declined 40 basis points of sales during the same periods due to increased markdowns taken as a result of lower than
anticipated sales partially offset by increased initial markups. Inventory in comparable stores increased 5% as of February 1,
2014 compared to February 2, 2013.
During fiscal 2013, gross margin declined slightly in shoes and home and furniture. Gross margin was essentially flat in
all other product categories.
Gross profit from the construction segment improved $1.4 million (210 basis points of sales). The improvement was due
to improved fee percentages on new contracts.
Selling, General and Administrative Expenses ("SG&A")
(in thousands of dollars)
SG&A:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,658,994
4,865
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total SG&A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,663,859
SG&A as a percentage of segment net sales:
$ 1,627,053
$ 1,666,798
4,983
4,728
$ 1,632,036
$ 1,671,526
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total SG&A as a percentage of net sales. . . . . . . . . . . . . . . . . . . . . . . . . . .
25.6%
3.7
25.1
25.3%
5.4
25.0
25.7%
4.6
25.4
2014 Compared to 2013
SG&A increased $31.8 million or 14 basis points of sales during fiscal 2014 compared to fiscal 2013. The increase was
most noted in payroll and payroll related taxes ($34.1 million), primarily of selling payroll as the Company focused on
increasing pay for selling associates, partially offset by reduced advertising expenditures ($9.0 million).
2013 Compared to 2012
SG&A declined $39.5 million or 40 basis points of sales during fiscal 2013 compared to fiscal 2012. The decrease was
most noted in: payroll and payroll related taxes ($12.1 million), primarily due to the 53rd week of fiscal 2012 partially offset by
increases in selling payroll. SG&A also declined due to reduced advertising expenditures ($12.0 million), insurance
($8.5 million) and a $1.5 million pretax credit to pension expense for a gain from a pension curtailment.
23
Depreciation and Amortization
(in thousands of dollars)
Depreciation and amortization:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
250,371
312
250,683
$
$
255,240
250
255,490
$
$
259,414
207
259,621
2014 Compared to 2013
Depreciation and amortization expense decreased $4.8 million during fiscal 2014 compared to fiscal 2013, primarily due
to the timing and composition of capital expenditures.
2013 Compared to 2012
Depreciation and amortization expense decreased $4.1 million during fiscal 2013 compared to fiscal 2012, primarily as a
result of reduced capital expenditures.
Rentals
(in thousands of dollars)
Rentals:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total rentals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
26,912
65
26,977
$
$
26,787
46
26,833
$
$
34,787
51
34,838
2013 Compared to 2012
Rental expense declined $8.0 million or 23.0% in fiscal 2013 compared to fiscal 2012 primarily due to a reduction in the
amount of equipment leased by the Company.
Interest and Debt Expense, Net
(in thousands of dollars)
Interest and debt expense (income), net:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest and debt expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
61,352
(46)
61,306
$
$
64,572
(67)
64,505
$
$
69,719
(123)
69,596
2014 Compared to 2013
Net interest and debt expense declined $3.2 million in fiscal 2014 compared to fiscal 2013 primarily due to an increase in
capitalized interest and lower average debt levels. Total weighted average debt outstanding during fiscal 2014 decreased
approximately $32.5 million compared to fiscal 2013.
2013 Compared to 2012
Net interest and debt expense declined $5.1 million in fiscal 2013 compared to fiscal 2012 primarily due to lower average
debt levels and a decrease of interest resulting from the 53rd week of fiscal 2012. Total weighted average debt outstanding
during fiscal 2013 decreased approximately $23.0 million compared to fiscal 2012, which included an increase in weighted
average short-term debt under the credit facility.
24
Gain on Disposal of Assets
(in thousands of dollars)
(Gain) loss on disposal of assets:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gain on disposal of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(6,068) $
(1)
(6,069) $
(12,376) $
(3)
(12,379) $
(12,434)
(1)
(12,435)
Fiscal 2014
During fiscal 2014, the Company received proceeds of $14.5 million from the sales of a retail store location in Longmont,
Colorado, that was held for sale due to eminent domain, and an operating store location in Sarasota, Florida, resulting in a gain
of $6.3 million that was recorded in gain on disposal of assets.
During fiscal 2014, the Company also received a final distribution of $1.1 million from its investment in a property
located in Toledo, Ohio, resulting in a loss of $0.3 million that was recorded in gain on disposal of assets.
Fiscal 2013
During fiscal 2013, the Company received proceeds of $15.7 million from the sale of its investment in Acumen Brands
("Acumen"), an eCommerce company based in Fayetteville, Arkansas. The sale resulted in a gain of $11.7 million that was
recorded in gain on disposal of assets.
During fiscal 2013, the Company also received proceeds of $1.7 million from the sale of two former retail stores located
in Oklahoma City, Oklahoma and Pasadena, Texas that were held for sale, resulting in a gain of $0.6 million that was recorded
in gain on disposal of assets.
Fiscal 2012
During fiscal 2012, the Company sold five former retail stores and one building that was a portion of a currently
operating retail location. Four of the former retail stores were held for sale and were located in Charlotte, North Carolina;
Cincinnati, Ohio; Antioch, Tennessee and Dallas, Texas. The other former retail store was located in Colonial Heights, Virginia
and was closed during the year. The Company received proceeds of $25.1 million relative to these sales which resulted in a net
gain of $12.3 million. The gain was recorded in gain on disposal of assets.
Asset Impairment and Store Closing Charges
(in thousands of dollars)
Asset impairment and store closing charges:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Retail operations segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total asset impairment and store closing charges. . . . . . . . . . . . . . . . . . . . . . $
— $
—
— $
5,353
—
5,353
$
$
1,591
—
1,591
Fiscal 2013
Asset impairment and store closing charges for fiscal 2013 consisted of the write-down of certain cost method
investments.
Fiscal 2012
Asset impairment and store closing charges for fiscal 2012 consisted of the write-down of a property held for sale and of
an operating property, both of which the Company had contracted to sell.
25
Income Taxes
The Company's estimated federal and state effective income tax rate, inclusive of income on and equity in losses of joint
ventures, was 35.1% in fiscal 2014, 34.9% in fiscal 2013, and 30.2% in fiscal 2012. The Company expects the fiscal 2015
federal and state effective income tax rate to approximate 35%.
Fiscal 2014
During fiscal 2014, income taxes included the recognition of tax benefits of approximately $2.8 million related to federal
tax credits and $1.4 million due to net decreases in unrecognized tax benefits, interest and penalties. These tax benefits were
partially offset by tax expense of approximately $1.5 million due to net increases in valuation allowances related to state net
operating loss carryforwards. In addition, during fiscal 2014, the IRS concluded its examination of the Company's federal
income tax returns for fiscal tax years 2011 and 2012, with no material changes in these tax years as a result of such
examination.
Fiscal 2013
During fiscal 2013, income taxes included the recognition of tax benefits of approximately $5.5 million related to
decreases in valuation allowances related to state net operating loss carryforwards and $3.0 million related to federal tax
credits.
Fiscal 2012
During fiscal 2012, income taxes included the recognition of tax benefits of approximately $19.7 million due to
deductions for dividends paid to the Dillard's, Inc. Investment and Employee Stock Ownership Plan, $2.8 million related to
federal tax credits, $1.2 million for the increase in the cash surrender value of life insurance policies, $1.8 million due to net
decreases in unrecognized tax benefits, interest and penalties, $1.7 million for an amended return filed where capital gain
income was offset by a previously unrecognized capital loss carryforward available in the amended return year, and
$1.0 million related to decreases in valuation allowances related to state net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current non-operating priorities for its use of cash are stock repurchases, strategic investments to enhance
the value of existing properties and dividend payments to stockholders.
Cash flows for the Company's most recent three fiscal years were as follows:
(in thousands of dollars)
Operating Activities . . . . . . . . . . . . . . . . . . . . . . $
Investing Activities . . . . . . . . . . . . . . . . . . . . . .
Financing Activities . . . . . . . . . . . . . . . . . . . . . .
611,589
$
(143,412)
(301,559)
Total Cash Provided (Used). . . . . . . . . . . . . . . $
166,618
$
Operating Activities
Fiscal 2014
Fiscal 2013
Fiscal 2012
2014 - 2013
2013 - 2012
Percent Change
501,757
(76,628)
(312,055)
113,074
$
$
522,703
(105,709)
(517,206)
(100,212)
21.9%
(87.2)
3.4
(4.0)%
27.5
39.7
The primary source of the Company's liquidity is cash flows from operations. Due to the seasonality of the Company's
business, we have historically realized a significant portion of the cash flows from operating activities during the second half of
the fiscal year. Retail operations sales are the key operating cash component, providing 95.7% and 96.2% of total revenues in
fiscal 2014 and 2013, respectively.
Operating cash inflows also include revenue and reimbursements from the Wells Fargo Alliance and former Synchrony
Alliance 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.
The Wells Fargo Alliance provides for certain payments to be made by Wells Fargo to the Company, including the
Company's share of revenues under this alliance. The Company received income of approximately $112 million and $113
million from the Wells Fargo Alliance and former Synchrony Alliance in fiscal 2014 and 2013, respectively. The amount the
Company receives is dependent on the level of sales on Wells Fargo accounts, the level of balances carried on the Wells Fargo
26
accounts by Wells Fargo customers, payment rates on Wells Fargo accounts, finance charge rates and other fees on Wells Fargo
accounts, the level of credit losses for the Wells Fargo accounts, Wells Fargo's ability to extend credit to our customers as well
as the cost of customer rewards programs. The Alliance expires in fiscal 2024.
Net cash flows from operations increased $109.8 million during fiscal 2014 compared to fiscal 2013. This improvement
was primarily attributable to an increase of $129.2 million related to changes in working capital items, primarily of increases in
trade accounts payable and accrued expenses.
Investing Activities
Cash inflows from investing activities generally include proceeds from sales of property and equipment. Investment cash
outflows generally include payments for capital expenditures such as property and equipment.
Capital expenditures increased $57.0 million for fiscal 2014 compared to fiscal 2013. The fiscal 2014 expenditures of
$151.9 million were primarily for the remodeling of existing stores and for the construction of our two new stores: The Shops
at Summerlin in Las Vegas, Nevada (200,000 square feet) and The Mall at University Town Center in Sarasota, Florida
(180,000 square feet), both of which opened during the third quarter of fiscal 2014.
Capital expenditures for fiscal 2015 are expected to be approximately $160 million. These expenditures are primarily for
the construction and remodeling of stores. We have begun construction of the following new locations:
Center
Fashion Place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Murray, Utah
Fremaux Town Center. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Slidell, Louisiana
Liberty Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cincinnati, Ohio
City
Square Feet
200,000 *
Projected 2015 Opening
August
126,000
155,000
October
October
* replacement store
During fiscal 2014, we closed our Southgate Mall location in Sarasota, Florida (90,000 square feet).
During fiscal 2014, 2013 and 2012, we received proceeds from the sale of property and equipment of $14.8 million,
$2.5 million and $30.9 million, respectively, and recorded related gains of $6.4 million, $0.6 million and $12.4 million,
respectively. At January 31, 2015, $7.3 million of the fiscal 2014 proceeds were being held in escrow for the acquisition of
replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary.
Pursuant to the like-kind exchange agreements, the cash remains restricted for a maximum of 180 days from the date of the
property sale pending the acquisition of replacement property. Changes in restricted cash balances are reflected as an
investment activity in the accompanying Consolidated Statements of Cash Flows.
During fiscal 2014, the Company received a final distribution of $1.1 million from its investment in a property located in
Toledo, Ohio, resulting in a loss of $0.3 million that was recorded in gain on disposal of assets.
During fiscal 2013, the Company received proceeds of $15.7 million from the sale of its investment in Acumen, resulting
in a gain of $11.7 million that was recorded in gain on disposal of assets.
Financing Activities
Our primary source of cash inflows from financing activities is generally our $1.0 billion revolving credit facility.
Financing cash outflows generally include the repayment of borrowings under the revolving credit facility, the repayment of
mortgage notes or long-term debt, the payment of dividends and the purchase of treasury stock.
Cash used in financing activities decreased to $301.6 million in fiscal 2014 from $312.1 million in fiscal 2013. This
increase in cash flow of $10.5 million was primarily due to a reduction in treasury stock purchases.
Stock Repurchase. In November 2014, the Company's Board of Directors authorized the Company to repurchase up to
$500 million of the Company's Class A Common Stock under an open-ended plan ("November 2014 Stock Plan"). This
authorization permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading
plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Exchange Act") or through
privately negotiated transactions. The November 2014 Stock Plan has no expiration date. As of January 31, 2015, $500.0
million of authorization remained under the November 2014 Stock Plan.
In November 2013, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("November 2013 Stock Plan"). During fiscal 2014, the
27
Company repurchased 2.3 million shares for $250.0 million at an average price of $107.44 per share, which completed the
authorization under the November 2013 Stock Plan.
In March 2013, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("March 2013 Stock Plan"). During fiscal 2013, the Company
repurchased 2.7 million shares for $209.6 million at an average price of $77.93 per share. During fiscal 2014, the Company
repurchased 0.5 million shares for $40.4 million at an average price of $89.04 per share, which completed the authorization
under the March 2013 Stock Plan.
In February 2012, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("2012 Stock Plan"). During fiscal 2012, the Company
repurchased 2.4 million shares for $158.0 million at an average price of $66.39 per share. During fiscal 2013, the Company
repurchased 1.2 million shares for $92.0 million at an average price of $79.14 per share, which completed the authorization
under the 2012 Stock Plan.
In May 2011, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("May 2011 Stock Plan"). During fiscal 2012, the Company
repurchased 439 thousand shares for $27.5 million at an average price of $62.71 per share, which completed the authorization
under the May 2011 Stock Plan.
The ultimate disposition of the repurchased stock has not been determined.
Revolving Credit Agreement. At January 31, 2015, the Company maintained a $1.0 billion revolving credit facility
("credit agreement") with J. P. Morgan Securities LLC ("JPMorgan") and Wells Fargo Capital Finance, LLC as the lead agents
for various banks, secured by the inventory of Dillard's, Inc. operating subsidiaries. The credit agreement expires July 1, 2018.
Borrowings under the credit agreement accrue interest at either JPMorgan's Base Rate or LIBOR plus 1.5% (1.67% at
January 31, 2015) subject to certain availability thresholds as defined in the credit agreement.
Limited to 90% of the inventory of certain Company subsidiaries, availability for borrowings and letter of credit
obligations under the credit agreement was $932.2 million at January 31, 2015. No borrowings were outstanding at January 31,
2015. Letters of credit totaling $28.1 million were issued under this credit agreement leaving unutilized availability under the
facility of approximately $904 million at January 31, 2015. There are no financial covenant requirements under the credit
agreement provided that availability for borrowings and letters of credit exceeds $100 million. The Company pays an annual
commitment fee to the banks of 0.25% of the committed amount less outstanding borrowings and letters of credit. The
Company had weighted-average borrowings of $13.1 million and $45.5 million during fiscal 2014 and 2013, respectively.
Peak borrowings under the credit facility were approximately $140 million during fiscal 2014. The Company expects
peak borrowings to remain below that level during fiscal 2015.
Long-term Debt. At January 31, 2015, the Company had $614.8 million of long-term debt, comprised of unsecured
notes. The unsecured notes bear interest at rates ranging from 6.625% to 7.875% with due dates from fiscal 2017 through fiscal
2028.
During fiscal 2014, the Company reduced its net level of outstanding debt and capital leases by $0.8 million compared to
a reduction of $1.7 million in fiscal 2013. No debt matured during fiscal 2014 or 2013.
Long-term debt maturities over the next five years are (in millions):
Fiscal Year
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-Term Debt
Maturities
—
—
87.2
161.0
—
Subordinated Debentures. As of January 31, 2015, the Company had $200 million outstanding of its 7.5%
subordinated debentures due August 1, 2038. All of these subordinated debentures were held by Dillard's Capital Trust I, a
100% owned, unconsolidated finance subsidiary of the Company. The Company has the right to defer the payment of interest
28
on the subordinated debentures at any time for a period not to exceed 20 consecutive quarters; however, the Company has no
present intention of exercising this right to defer interest payments.
Fiscal 2015 Outlook
During fiscal 2015, the Company expects to finance its capital expenditures and its working capital requirements,
including stock repurchases, from cash on hand, cash flows generated from operations and utilization of the credit facility. At
present, there are numerous general business and economic factors impacting the retail industry that could affect the Company's
liquidity. These factors include: consumer confidence; high levels of unemployment in various sectors; economic instability
around the globe; and other factors that are both separate from, and outgrowths of, these factors. These conditions could impact
our net sales which may result in reduced cash flows if we are unable to appropriately manage our inventory levels and
expenses. Depending upon our actual and anticipated sources and uses of liquidity, the Company will from time to time
consider possible financing transactions, the proceeds of which could be used to refinance current indebtedness or for 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 does not have any off-balance-sheet
arrangements or relationships that are reasonably likely to materially affect the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or the availability of capital
resources.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
To facilitate an understanding of the Company's contractual obligations and commercial commitments, the following data
is provided:
PAYMENTS DUE BY PERIOD
Total
614,785
(in thousands of dollars)
Contractual Obligations
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest on long-term debt . . . . . . . . . . . . . . . . .
Subordinated debentures . . . . . . . . . . . . . . . . . .
Interest on subordinated debentures. . . . . . . . . .
Capital lease obligations, including interest . . .
Benefit plan participant payments . . . . . . . . . . .
Purchase obligations(1) . . . . . . . . . . . . . . . . . . .
Operating leases(2) . . . . . . . . . . . . . . . . . . . . . .
64,890
Total contractual cash obligations(3)(4) . . . . . . $ 3,131,377
1,301,925
352,685
200,245
387,904
200,000
8,943
Less than
1 year
1 - 3 years
3 - 5 years
More than
5 years
$
— $
87,201
$
160,959
$
366,625
44,507
—
14,959
1,428
5,050
1,301,925
23,064
89,553
—
30,205
2,856
11,516
—
28,223
60,198
—
29,918
2,856
13,231
—
11,070
193,646
200,000
277,603
1,803
170,448
—
2,533
$ 1,390,933
$
249,554
$
278,232
$ 1,212,658
___________________________________
(1)
(2)
(3)
The Company's purchase obligations principally consist of purchase orders for merchandise and store construction
commitments. Amounts committed under open purchase orders for merchandise inventory represent $1,292.0 million
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.
The operating leases included in the above table do not include contingent rent based upon sales volume, which
represented approximately 23% of minimum lease obligations in fiscal 2014.
The total liability for unrecognized tax benefits is $4.4 million, including tax, penalty, and interest (refer to Note 6 to
the consolidated financial statements). The Company is not able to reasonably estimate the timing of future cash flows
and has excluded these liabilities from the table above; however, at this time, the Company does not expect a
significant change in unrecognized tax benefits in the next twelve months.
29
(4)
The Company is unable to reasonably estimate the timing of future cash flows of workers' compensation and general
liability insurance reserves of $28.6 million and gift card liabilities of $15.3 million and have excluded these from the
table above.
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
(in thousands of dollars)
Other Commercial Commitments
$1.0 billion line of credit, none outstanding(1) . $
Standby letters of credit . . . . . . . . . . . . . . . . . . .
Import letters of credit . . . . . . . . . . . . . . . . . . . .
Total commercial commitments. . . . . . . . . . . . . $
Total Amounts
Committed
Within 1 year
2 - 3 years
4 - 5 years
After
5 years
— $
— $
— $
— $
27,575
513
24,575
513
3,000
—
—
—
28,088
$
25,088
$
3,000
$
— $
—
—
—
—
___________________________________
(1)
Availability under the credit facility is limited to 90% of the inventory of certain Company subsidiaries (approximately
$932 million at January 31, 2015). At January 31, 2015, letters of credit totaling $28.1 million were issued under the
credit facility.
NEW ACCOUNTING PRONOUNCEMENTS
For information with respect to new accounting pronouncements and the impact of these pronouncements on our
consolidated financial statements, see Note 1 to the accompanying consolidated financial statements.
FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements. The following are or may constitute forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995: (a) statements including words such as "may,"
"will," "could," "believe," "expect," "future," "potential," "anticipate," "intend," "plan," "estimate," "continue," or the negative
or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company's
future occurrences, plans and objectives, including statements regarding management's expectations and forecasts for fiscal
2015. The Company cautions that forward-looking statements contained in this report are based on estimates, projections,
beliefs and assumptions of management and information available to 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 include (without limitation) 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, including the effect of changes in prices and availability of oil and natural gas; the availability of
consumer credit; the impact of competitive pressures in the department store industry and other retail channels including
specialty, off-price, discount and Internet retailers; changes in consumer confidence, spending patterns, debt levels and their
ability to meet credit obligations; high levels of unemployment; changes in legislation, affecting such matters as the cost of
employee benefits or credit card income; adequate and stable availability of materials, production facilities and labor from
which the Company sources its merchandise at acceptable pricing; changes in operating expenses, including employee wages,
commission structures and related benefits; system failures or data security breaches; possible future acquisitions of store
properties from other department store operators; 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; epidemic, pandemic or other public health issues; potential
disruption of international 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, and other risks and uncertainties,
including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission,
particularly those set forth under the caption "Item 1A, Risk Factors" in this Form 10-K.
30
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 subordinated debentures along with the related weighted-average
interest rates by expected maturity dates.
2015
(in thousands of dollars)
Expected Maturity Date
(fiscal year)
Long-term debt . . . . . . . . . $ — $ — $ 87,201
Average fixed interest rate
Subordinated debentures . . $ — $ — $
Average interest rate . . . . .
2016
2017
—
—
—
—
—
6.6%
— $
2018
$ 160,959
2019
Thereafter
— $ 366,625
$
Total
$ 614,785
Fair Value
$ 678,093
7.1%
—%
7.5%
7.3%
— $
— $ 200,000
$ 200,000
$ 207,280
—
—
7.5%
7.5%
The Company is exposed to market risk from changes in the interest rates under its $1.0 billion revolving credit facility.
Outstanding balances under this facility bear interest at a variable rate based on JPMorgan's Base Rate or LIBOR plus 1.5%.
The Company had weighted average borrowings of $13.1 million during fiscal 2014. Based on the average amount outstanding
during fiscal 2014, a 100 basis point change in interest rates would result in an approximate $0.1 million annual change to
interest expense.
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.
Evaluation of Disclosure Controls and Procedures
The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act). The Company's management, with the participation of our Principal Executive Officer and Co-Principal
Financial Officers, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the
fiscal year covered by this annual report, and based on that evaluation, the Company's Principal Executive Officer and Co-
Principal Financial Officers have concluded that these disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management,
including our Principal Executive Officer and Co-Principal Financial Officers, we conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (1992)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the
framework in Internal Control—Integrated Framework (1992), our management concluded that our internal control over
financial reporting was effective as of January 31, 2015.
Our independent registered public accounting firm, KPMG LLP ("KPMG"), has audited our Consolidated Financial
Statements included in this Annual Report on Form 10-K and has issued a report on the effectiveness of our internal control
over financial reporting as of January 31, 2015. Please refer to KPMG's "Report of Independent Registered Public Accounting
Firm" on page F-2 of this Annual Report on Form 10-K.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended
January 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
31
ITEM 9B. OTHER INFORMATION.
None.
32
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
A. Directors of the Registrant
The information called for by this item regarding directors of the Registrant is incorporated herein by reference from the
information under the headings "Election of Directors", "Audit Committee Report", "Information Regarding the Board and Its
Committees" and "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 included in Part I of this report under the heading "Executive
Officers of the Registrant." 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 ("Board") has adopted a Code of Conduct that applies to all Company employees,
including the Company's executive officers, and, when appropriate, the members of the Board. As stated in the Code of
Conduct, there are certain limited situations in which the Company may waive application of the Code of Conduct to
employees or members of the Board. For example, since non-employee members of the Board rarely, if ever, deal financially
with vendors and other suppliers of the Company on the Company's behalf, it may not be appropriate to seek to apply the Code
of Conduct to their dealings with these vendors and suppliers on behalf of other organizations which have no relationship to the
Company. To the extent that any such waiver applies to an executive officer or a member of the Board, the waiver requires the
express approval of the Board, and the Company will promptly disclose to its stockholders that a waiver has been granted on
the Company's website. The current version of the Code of Conduct is available free of charge on the Company's website,
www.dillards.com, and is available in print to any stockholder 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.
The information called for by this item is incorporated herein by reference from the information under the headings
"2014 Director Compensation", "Compensation Discussion and Analysis", "Compensation Committee Report" and "Executive
Compensation" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
Equity compensation plans approved by
stockholders* . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
___________________________________
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
— $
— $
—
—
8,811,295
8,811,295
*
Included in this category are the following equity compensation plans, which have been approved by the Company's
stockholders:
•
•
•
•
•
•
1990 Incentive and Nonqualified Stock Option Plan
1998 Incentive and Nonqualified Stock Option Plan
2000 Incentive and Nonqualified Stock Option Plan
Dillard's, Inc. Stock Bonus Plan
Dillard's, Inc. Stock Purchase Plan
Dillard's, Inc. 2005 Non-Employee Director Restricted Stock Plan
There are no non-stockholder approved plans. Balances presented in the table above are as of January 31, 2015.
33
Additional information called for by this item is incorporated herein by reference from the information under the
headings "Security Ownership of Certain Beneficial Holders" and "Security Ownership of Management" in the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information called for by this item is incorporated herein by reference from the information under the headings
"Certain Relationships and Transactions" and "Information Regarding the Board and its Committees" in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information called for by this item is incorporated herein by reference from the information under the heading
"Independent Accountant Fees" in the Proxy Statement.
34
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(1) and (2) Financial Statements
PART IV
An "Index of Financial Statements" 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 incorporated herein by
reference.
35
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.
SIGNATURES
Dillard's, Inc.
Registrant
/s/ CHRIS B. JOHNSON
Chris B. Johnson
Principal Vice President and Co-Principal Financial
Officer
/s/ PHILLIP R. WATTS
Phillip R. Watts
Principal Vice President, Co-Principal Financial Officer
and Principal Accounting Officer
Date: March 25, 2015
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 capacities and on the date indicated.
/s/ WILLIAM DILLARD, II
William Dillard, II
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ CHRIS B. JOHNSON
Chris B. Johnson
Principal Vice President and Co-Principal Financial
Officer
/s/ ALEX DILLARD
Alex Dillard
President and Director
/s/ PHILLIP R. WATTS
Phillip R. Watts
Principal Vice President, Co-Principal Financial Officer
and Principal Accounting Officer
/s/ MIKE DILLARD
Mike Dillard
Executive Vice President and Director
/s/ DRUE MATHENY
Drue Matheny
Executive Vice President and Director
/s/ ROBERT C. CONNOR
Robert C. Connor
Director
/s/ H. LEE HASTINGS
H. Lee Hastings
Director
/s/ REYNIE RUTLEDGE
Reynie Rutledge
Director
/s/ J. C. WATTS, JR.
J. C. Watts, Jr.
Director
Date: March 25, 2015
/s/ JAMES I. FREEMAN
James I. Freeman
Director
/s/ FRANK R. MORI
Frank R. Mori
Director
/s/ WARREN A. STEPHENS
Warren A. Stephens
Director
/s/ NICK WHITE
Nick White
Director
36
INDEX OF FINANCIAL STATEMENTS
DILLARD'S, INC. AND SUBSIDIARIES
Year Ended January 31, 2015
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets—January 31, 2015 and February 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income—Fiscal years ended January 31, 2015, February 1, 2014 and February 2, 2013 . .
Consolidated Statements of Comprehensive Income—Fiscal years ended January 31, 2015, February 1, 2014 and
February 2, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders' Equity—Fiscal years ended January 31, 2015, February 1, 2014 and
February 2, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows—Fiscal years ended January 31, 2015, February 1, 2014 and February 2,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements—Fiscal years ended January 31, 2015, February 1, 2014 and
February 2, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Dillard’s, Inc.:
We have audited Dillard’s, Inc.’s (the Company) internal control over financial reporting as of January 31, 2015, based on
criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). 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, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on 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, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a process 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. 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Dillard’s, Inc. maintained, in all material respects, effective internal control over financial reporting as of
January 31, 2015, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Dillard’s, Inc. and subsidiaries as of January 31, 2015 and February 1, 2014, and the
related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in
the three-year period ended January 31, 2015, and our report dated March 24, 2015 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
Dallas, Texas
March 24, 2015
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Dillard's, Inc.:
We have audited the accompanying consolidated balance sheets of Dillard’s, Inc. and subsidiaries (the Company) as of
January 31, 2015 and February 1, 2014, and the related consolidated statements of income, comprehensive income,
period ended January 31, 2015. These consolidated
stockholders’ equity, and cash flows for each of the years in the
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Dillard’s, Inc. and subsidiaries as of January 31, 2015 and February 1, 2014, and the results of their operations and
their cash flows for each of the years in the
accepted accounting principles.
period ended January 31, 2015, in conformity with U.S. generally
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company’s internal control over financial reporting as of January 31, 2015, based on criteria established in Internal
Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated March 24, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal
control over financial reporting.
/s/ KPMG LLP
Dallas, Texas
March 24, 2015
F-3
Consolidated Balance Sheets
Dollars in Thousands
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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. . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Stockholders' equity:
January 31, 2015
February 1, 2014
403,752
$
237,134
7,346
56,510
1,374,481
46,353
1,888,442
67,918
3,083,734
1,183,045
21,867
14,555
(2,341,948)
2,029,171
252,458
—
30,840
1,345,321
46,861
1,660,156
68,289
3,061,446
1,244,671
1,947
18,522
(2,260,675)
2,134,200
256,383
4,170,071
$
4,050,739
730,422
$
640,336
—
840
154,061
885,323
614,785
5,919
250,455
194,319
200,000
—
784
137,191
778,311
614,785
6,759
228,439
230,248
200,000
Common stock, Class A—119,731,790 and 119,706,926 shares issued; 37,181,368
and 39,937,247 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—82,550,422 and 79,769,679 shares . . . . . . . . . . .
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,197
40
937,993
(31,029)
3,734,891
(2,623,822)
2,019,270
1,197
40
935,208
(24,074)
3,413,240
(2,333,414)
1,992,197
4,170,071
$
4,050,739
See notes to consolidated financial statements.
F-4
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(cid:77)(cid:82)(cid:76)(cid:81)(cid:87)(cid:3)(cid:89)(cid:72)(cid:81)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86) (cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)
(cid:44)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:87)(cid:68)(cid:91)(cid:72)(cid:86) (cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)
(cid:44)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:87)(cid:92)(cid:3)(cid:76)(cid:81)(cid:3)(cid:79)(cid:82)(cid:86)(cid:86)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:77)(cid:82)(cid:76)(cid:81)(cid:87)(cid:3)(cid:89)(cid:72)(cid:81)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86) (cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)
(cid:49)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72) (cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17) (cid:7)
(cid:3)
(cid:40)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:83)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:82)(cid:81)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:29)
(cid:37)(cid:68)(cid:86)(cid:76)(cid:70) (cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17) (cid:7)
(cid:39)(cid:76)(cid:79)(cid:88)(cid:87)(cid:72)(cid:71) (cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)(cid:3)(cid:17)
(cid:60)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:40)(cid:81)(cid:71)(cid:72)(cid:71)
(cid:45)(cid:68)(cid:81)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:22)(cid:20)(cid:15)(cid:3)(cid:21)(cid:19)(cid:20)(cid:24)
(cid:41)(cid:72)(cid:69)(cid:85)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:20)(cid:15)(cid:3)(cid:21)(cid:19)(cid:20)(cid:23)
(cid:41)(cid:72)(cid:69)(cid:85)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:15)(cid:3)(cid:21)(cid:19)(cid:20)(cid:22)
(cid:25)(cid:15)(cid:25)(cid:21)(cid:20)(cid:15)(cid:19)(cid:24)(cid:23)
(cid:7)
(cid:25)(cid:15)(cid:24)(cid:22)(cid:20)(cid:15)(cid:25)(cid:23)(cid:26)
(cid:7)
(cid:25)(cid:15)(cid:24)(cid:28)(cid:22)(cid:15)(cid:20)(cid:25)(cid:28)
(cid:20)(cid:24)(cid:28)(cid:15)(cid:19)(cid:26)(cid:24)
(cid:25)(cid:15)(cid:26)(cid:27)(cid:19)(cid:15)(cid:20)(cid:21)(cid:28)
(cid:23)(cid:15)(cid:21)(cid:26)(cid:21)(cid:15)(cid:25)(cid:19)(cid:24)
(cid:20)(cid:15)(cid:25)(cid:25)(cid:22)(cid:15)(cid:27)(cid:24)(cid:28)
(cid:21)(cid:24)(cid:19)(cid:15)(cid:25)(cid:27)(cid:22)
(cid:21)(cid:25)(cid:15)(cid:28)(cid:26)(cid:26)
(cid:25)(cid:20)(cid:15)(cid:22)(cid:19)(cid:25)
(cid:11)(cid:25)(cid:15)(cid:19)(cid:25)(cid:28)(cid:12)
(cid:178)
(cid:24)(cid:20)(cid:19)(cid:15)(cid:26)(cid:25)(cid:27)
(cid:20)(cid:26)(cid:28)(cid:15)(cid:23)(cid:27)(cid:19)
(cid:24)(cid:25)(cid:24)
(cid:22)(cid:22)(cid:20)(cid:15)(cid:27)(cid:24)(cid:22)
(cid:26)(cid:17)(cid:26)(cid:28)
(cid:26)(cid:17)(cid:26)(cid:28)
(cid:7)
(cid:3)
(cid:7)
(cid:20)(cid:25)(cid:19)(cid:15)(cid:20)(cid:22)(cid:19)
(cid:25)(cid:15)(cid:25)(cid:28)(cid:20)(cid:15)(cid:26)(cid:26)(cid:26)
(cid:23)(cid:15)(cid:21)(cid:21)(cid:22)(cid:15)(cid:26)(cid:20)(cid:24)
(cid:20)(cid:15)(cid:25)(cid:22)(cid:21)(cid:15)(cid:19)(cid:22)(cid:25)
(cid:21)(cid:24)(cid:24)(cid:15)(cid:23)(cid:28)(cid:19)
(cid:21)(cid:25)(cid:15)(cid:27)(cid:22)(cid:22)
(cid:25)(cid:23)(cid:15)(cid:24)(cid:19)(cid:24)
(cid:11)(cid:20)(cid:21)(cid:15)(cid:22)(cid:26)(cid:28)(cid:12)
(cid:24)(cid:15)(cid:22)(cid:24)(cid:22)
(cid:23)(cid:28)(cid:25)(cid:15)(cid:21)(cid:21)(cid:23)
(cid:20)(cid:26)(cid:22)(cid:15)(cid:23)(cid:19)(cid:19)
(cid:27)(cid:23)(cid:26)
(cid:22)(cid:21)(cid:22)(cid:15)(cid:25)(cid:26)(cid:20)
(cid:26)(cid:17)(cid:20)(cid:19)
(cid:26)(cid:17)(cid:20)(cid:19)
(cid:7)
(cid:3)
(cid:7)
(cid:20)(cid:24)(cid:27)(cid:15)(cid:23)(cid:21)(cid:25)
(cid:25)(cid:15)(cid:26)(cid:24)(cid:20)(cid:15)(cid:24)(cid:28)(cid:24)
(cid:23)(cid:15)(cid:21)(cid:23)(cid:26)(cid:15)(cid:20)(cid:19)(cid:27)
(cid:20)(cid:15)(cid:25)(cid:26)(cid:20)(cid:15)(cid:24)(cid:21)(cid:25)
(cid:21)(cid:24)(cid:28)(cid:15)(cid:25)(cid:21)(cid:20)
(cid:22)(cid:23)(cid:15)(cid:27)(cid:22)(cid:27)
(cid:25)(cid:28)(cid:15)(cid:24)(cid:28)(cid:25)
(cid:11)(cid:20)(cid:21)(cid:15)(cid:23)(cid:22)(cid:24)(cid:12)
(cid:20)(cid:15)(cid:24)(cid:28)(cid:20)
(cid:23)(cid:26)(cid:28)(cid:15)(cid:26)(cid:24)(cid:19)
(cid:20)(cid:23)(cid:24)(cid:15)(cid:19)(cid:25)(cid:19)
(cid:20)(cid:15)(cid:21)(cid:26)(cid:21)
(cid:22)(cid:22)(cid:24)(cid:15)(cid:28)(cid:25)(cid:21)
(cid:25)(cid:17)(cid:28)(cid:27)
(cid:25)(cid:17)(cid:27)(cid:26)
(cid:3)(cid:3)(cid:3)(cid:54)(cid:72)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:73)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:17)
(cid:41)(cid:16)(cid:24)
Consolidated Statements of Comprehensive Income
Dollars in Thousands
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive (loss) income:
Amortization of retirement plan and other retiree benefit
adjustments (net of tax of $(4,235), $4,452 and $2,640) . . . . . . .
Comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Years Ended
January 31, 2015
331,853
February 1, 2014
323,671
$
February 2, 2013
335,962
$
(6,955)
324,898
$
7,201
330,872
$
7,759
343,721
See notes to consolidated financial statements.
F-6
Consolidated Statements of Stockholders' Equity
Dollars in Thousands, Except Per Share Data
Common Stock
Class A
Balance, January 28, 2012 . $ 1,185
—
Net income . . . . . . . . . . . .
$
Other comprehensive
income . . . . . . . . . . . . . .
Issuance of 2,315,767
shares under stock
option and stock bonus
plans . . . . . . . . . . . . . . . .
Purchase and retirement
of 1,169,218 shares
under stock option plan .
Purchase of 2,818,844
shares of treasury stock .
Cash dividends declared:
Common stock, $5.20
per share. . . . . . . . . . .
Balance, February 2, 2013 .
Net income . . . . . . . . . . . .
Other comprehensive
income . . . . . . . . . . . . . .
Issuance of 30,452 shares
under stock bonus plans .
Purchase of 3,851,516
shares of treasury stock .
Cash dividends declared:
Common stock, $0.22
per share . . . . . . . . . . .
Balance, February 1, 2014 .
Net income . . . . . . . . . . . .
Other comprehensive loss
Issuance of 24,864 shares
under stock bonus plans .
Purchase of 2,780,743
shares of treasury stock .
Cash dividends declared:
Common stock, $0.24
per share. . . . . . . . . . .
—
23
(11)
—
—
1,197
—
—
—
—
—
1,197
—
—
—
—
—
Class B
40
—
—
—
—
—
—
40
—
—
—
—
—
40
—
—
—
—
—
Additional
Paid-in
Capital
828,796
$
—
—
112,475
(8,776)
—
—
932,495
—
—
2,713
—
—
935,208
—
—
2,785
—
—
Accumulated
Other
Comprehensive
Loss
(39,034) $ 3,107,344
335,962
Retained
Earnings
—
$
Treasury
Stock
Total
$ (1,846,312) $ 2,052,019
335,962
—
—
7,759
—
112,498
—
—
(93,896)
—
(102,683)
—
(185,536)
(185,536)
7,759
—
—
—
—
(249,844)
—
(249,844)
(31,275)
—
3,099,566
323,671
(2,031,848)
—
1,970,175
323,671
7,201
—
—
—
(24,074)
—
(6,955)
—
—
—
—
—
—
—
—
7,201
2,713
(301,566)
(301,566)
(9,997)
—
(9,997)
3,413,240
331,853
(2,333,414)
—
1,992,197
331,853
(6,955)
2,785
—
—
(290,408)
(290,408)
—
—
—
(10,202)
—
(10,202)
Balance, January 31, 2015 . $ 1,197
$
40
$
937,993
$
(31,029) $ 3,734,891
$ (2,623,822) $ 2,019,270
See notes to consolidated financial statements.
F-7
Consolidated Statements of Cash Flows
Dollars in Thousands
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property and other deferred cost .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposal of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment and store closing charges. . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . . . .
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable . . . . . . . . . . . . . . . . . . . .
(Increase) decrease in merchandise inventories . . . . . . . . . . . . . . . .
Decrease (increase) in other current assets. . . . . . . . . . . . . . . . . . . .
Decrease in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in trade accounts payable and accrued
expenses and other liabilities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . .
Investing activities:
Purchase of property and equipment . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution from joint venture. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities:
Principal payments on long-term debt and capital lease obligations
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . . . .
Issuance cost of line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase and retirement of common stock. . . . . . . . . . . . . . . . . . . .
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:
Accrued capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Stock awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 31, 2015
February 1, 2014
February 2, 2013
Years Ended
331,853
$
323,671
$
335,962
252,334
(30,927)
(6,069)
—
—
(25,670)
(29,160)
1,406
1,031
104,923
11,868
611,589
(151,888)
14,767
(7,346)
1,055
(143,412)
(784)
(10,367)
(290,408)
—
—
—
—
(301,559)
166,618
237,134
403,752
12,051
2,785
$
$
257,237
(7,329)
(12,379)
5,353
—
679
(50,740)
(4,272)
3,810
(21,752)
7,479
501,757
(94,923)
18,295
—
—
(76,628)
(1,691)
(7,361)
(301,566)
—
—
(1,437)
—
(312,055)
113,074
124,060
237,134
9,775
2,713
$
$
261,572
(61,093)
(12,435)
1,591
(49,949)
(2,811)
9,543
(7,195)
7,923
11,472
28,123
522,703
(136,632)
30,923
—
—
(105,709)
(79,020)
(252,341)
(185,536)
6,315
49,949
(5,375)
(51,198)
(517,206)
(100,212)
224,272
124,060
—
4,764
See notes to consolidated financial statements.
F-8
Notes to Consolidated Financial Statements
1. Description of Business and Summary of Significant Accounting Policies
Description of Business—Dillard's, Inc. ("Dillard's" or the "Company") operates retail department stores, located
primarily in the Southeastern, Southwestern and Midwestern areas of the United States, and a general contracting construction
company based in Little Rock, Arkansas. The Company's fiscal year ends on the Saturday nearest January 31 of each year.
Fiscal years 2014 and 2013 ended on January 31, 2015 and February 1, 2014, respectively, and each included 52 weeks. Fiscal
year 2012 ended on February 2, 2013 and included 53 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 are accounted for by the equity method where the Company does not have control.
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, self-
insured accruals, future cash flows for impairment analysis, pension discount rate and taxes. Actual results could differ from
those estimates.
Seasonality—The Company's business is highly seasonal, and historically the Company has realized a significant portion
of its sales, net income and cash flow in the second half of the fiscal year, attributable to the impact of the back-to-school
selling season in the third quarter and the holiday selling season in the fourth quarter. Additionally, working capital
requirements fluctuate during the year, increasing in the third quarter in anticipation of the holiday season.
Cash Equivalents—The Company considers all highly liquid investments with an original maturity of 3 months or less
when purchased or certificates of deposit with no early withdrawal penalty to be cash equivalents. The Company considers
receivables from charge card companies as cash equivalents because they settle the balances within 2 to 3 days.
Restricted Cash—Restricted cash consists of cash proceeds from the sale of property held in escrow for the acquisition
of replacement property under like-kind exchange agreements. The escrow accounts are administered by an intermediary.
Pursuant to the like-kind exchange agreements, the cash remains restricted for a maximum of 180 days from the date of the
property sale pending the acquisition of replacement property. Changes in restricted cash balances are reflected as an
investment activity in the accompanying Consolidated Statements of Cash Flows.
Accounts Receivable—Accounts receivable primarily consists of construction receivables of CDI and the monthly
settlement with Wells Fargo for Dillard's share of revenue from the long-term marketing and servicing alliance. Construction
receivables are based on amounts billed to customers. The Company provides any allowance for doubtful accounts considered
necessary based upon a review of outstanding receivables, historical collection information and existing economic conditions.
Accounts receivable are ordinarily due 30 days after the issuance of the invoice. Contract retentions are due 30 days after
completion of the project and acceptance by the owner. Accounts that are past due more than 120 days are considered
delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the
customer.
Merchandise Inventories—Approximately 96% of the Company's inventories are valued at the lower of cost or market
using the last-in, first-out ("LIFO") retail inventory method. Under the retail inventory method, 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.
The retail inventory method is an averaging method that is widely used in the retail industry due to its practicality. Inherent in
the retail inventory method 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. During periods of deflation, inventory values on the first-in, first-out ("FIFO") retail inventory method may be
lower than the LIFO retail inventory method. Additionally, inventory values at LIFO cost may be in excess of net realizable
value. At January 31, 2015 and February 1, 2014, merchandise inventories valued at LIFO, including adjustments as necessary
to record inventory at the lower of cost or market, approximated the cost of such inventories using the FIFO retail inventory
method. The application of the LIFO retail inventory method did not result in the recognition of any LIFO charges or credits
affecting cost of sales for fiscal 2014, 2013 or 2012. The remaining 4% of the inventories are valued at the lower of cost or
market using the average cost or specific identified cost methods.
F-9
The Company regularly records a provision for estimated shrinkage, thereby reducing the carrying value of merchandise
inventory. Complete physical inventories of all of the Company's stores and warehouses are performed no less frequently than
annually, with the recorded amount of merchandise inventory being adjusted to coincide with these physical counts.
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. Interest capitalized
during fiscal 2014 was $1.7 million and was immaterial during fiscal 2013 and 2012. 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 31, 2015 are assets held for sale in the amount of $6.2 million. During
fiscal 2014, 2013 and 2012, the Company realized gains on the disposal of property and equipment of $6.4 million, $0.6
million and $12.4 million, respectively.
Depreciation expense on property and equipment was $251 million, $255 million and $260 million for fiscal 2014, 2013
and 2012, respectively.
Long-Lived Assets—Impairment losses are required 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. 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 fiscal 2014, 2013 and 2012, as disclosed in Note 14, if any.
Other Assets—Other assets include investments accounted for by the equity and cost methods. These investments
originally consisted of a shopping mall located in Bonita Springs, Florida; one property located in Toledo, Ohio; and an
investment in Acumen Brands ("Acumen"), an eCommerce company based in Fayetteville, Arkansas.
During fiscal 2013, the Company recorded a pretax asset impairment charge of $3.6 million for the write-down of its
investment in the Toledo, Ohio property. During fiscal 2014, the Company received a final distribution from this investment of
$1.1 million, resulting in a loss of $0.3 million that was recorded in gain on disposal of assets.
During fiscal 2013, the Company received proceeds of $15.7 million from the sale of its investment in Acumen, resulting
in a gain of $11.7 million that was recorded in gain on disposal of assets.
At January 31, 2015 and February 1, 2014, other assets also included the deferred charge related to the REIT Transaction
of $191.8 million and $197.4 million, respectively.
Vendor Allowances—The Company receives concessions from its vendors through a variety of programs and
arrangements, including cooperative advertising and margin maintenance programs. The Company has agreements in place
with each vendor setting forth the specific conditions for each allowance or payment. These agreements range in periods from a
few days to up to a year. If the payment is a reimbursement for costs incurred, it is offset against those related costs; otherwise,
it is treated as a reduction to the cost of the merchandise. Amounts of vendor concessions are recorded only when an agreement
has been reached with the vendor and the collection of the concession is deemed probable.
For cooperative advertising programs, the Company generally offsets the allowances against the related advertising
expense when incurred. Many of these programs require proof-of-advertising to be provided to the vendor to support the
reimbursement of the incurred cost. Programs that do not require proof-of-advertising are monitored to ensure that the
allowance provided by each vendor is a reimbursement of costs incurred to advertise for that particular vendor. If the allowance
exceeds the advertising costs incurred on a vendor-specific basis, then the excess allowance from the vendor is recorded as a
reduction of merchandise cost for that vendor.
F-10
Margin maintenance allowances are credited directly to cost of purchased merchandise in the period earned according to
the agreement with the vendor. Under the retail method of accounting for inventory, a portion of these allowances reduces cost
of goods sold and a portion reduces the carrying value of merchandise inventory.
Insurance Accruals—The Company's consolidated balance sheets include liabilities with respect to self-insured workers'
compensation and general liability claims. The Company's self-insured retention is insured through a wholly-owned captive
insurance subsidiary. The Company estimates the required liability of such claims, utilizing an actuarial method, based upon
various assumptions, which include, but are not limited to, the Company's 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). These insurance accruals are recorded in trade accounts payable and accrued expenses and other liabilities
on the consolidated balance sheets.
Operating Leases—The Company leases retail stores, office space and equipment under operating leases. Many store
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 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's retail operations segment recognizes merchandise revenue at the "point of sale."
Allowance for sales returns are recorded as a component of net sales in the period in which the related sales are recorded. Sales
taxes collected from customers are excluded from revenue and are recorded in trade accounts payable and accrued expenses
until remitted to the taxing authorities.
Synchrony Financial ("Synchrony"; formerly GE Consumer Finance ) owned and managed Dillard's private label credit
cards under a long-term marketing and servicing alliance ("Synchrony Alliance") that expired in November 2014. Following
the scheduled expiration, Wells Fargo Bank, N.A. ("Wells Fargo") purchased the Dillard's private label credit card portfolio
from Synchrony and began managing Dillard's private label cards under a new 10-year agreement ("Wells Fargo Alliance").
The Company's share of income earned under the Wells Fargo Alliance and former Synchrony Alliance is included as a
component of service charges and other income. The Company received income of approximately $112 million, $113 million
and $107 million from the alliances in fiscal 2014, 2013 and 2012, respectively. The Company participates in the marketing of
the private label cards and accepts payments on the private label cards in its stores as a convenience to customers who prefer to
pay in person rather than by mailing their payments to Wells Fargo. Amounts received for providing these services are included
in the amounts disclosed above.
Revenue from CDI construction contracts is generally recognized by applying percentages of completion for each period
to the total estimated revenue for the respective contracts. The length of each contract varies but is typically nine to eighteen
months. The percentages of completion are determined by relating the actual costs of work performed to date to the current
estimated total costs of the respective contracts. Any anticipated losses on completed contracts are recognized as soon as they
are determined.
Gift Card Revenue Recognition—The Company establishes a liability upon the sale of a gift card. The liability is
relieved and revenue is recognized when gift cards are redeemed for merchandise. Gift card breakage income is determined
based upon historical redemption patterns. The Company uses a homogeneous pool to recognize gift card breakage and will
recognize income over the period when the likelihood of the gift card being redeemed is remote and the Company determines
that it does not have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdiction as abandoned
property. At that time, the Company will recognize breakage income over the performance period for those gift cards (i.e. 60
months) and will record it in service charges and other income. As of January 31, 2015 and February 1, 2014, gift card
liabilities of $60.2 million and $57.9 million, respectively, were included in trade accounts payable and accrued expenses and
other liabilities.
Advertising—Advertising and promotional costs, which include newspaper, magazine, Internet, broadcast and other
media advertising, are expensed as incurred and were approximately $56 million, $65 million and $77 million, net of
F-11
cooperative advertising reimbursements of $31.6 million, $34.1 million and $33.5 million for fiscal years 2014, 2013 and 2012,
respectively. The Company records net advertising expenses in selling, general and administrative expenses.
Income Taxes—Income taxes are recognized for the amount of taxes payable for the current year and deferred tax assets
and liabilities for the future tax consequence of events that have been recognized differently in the financial statements than for
tax purposes. Deferred tax assets and liabilities are established using statutory tax rates and are adjusted for tax rate changes.
Tax positions are analyzed to determine whether it is "more likely than not" that a tax position will be sustained upon
examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. For
those tax positions where it is not "more likely than not" that a tax benefit will be sustained, no tax benefit is recognized. Where
applicable, associated interest and penalties are also recorded.
Shipping and Handling—The Company records shipping and handling reimbursements in service charges and other
income. The Company records shipping and handling costs in cost of sales.
Defined Benefit Retirement Plans—The Company's defined benefit retirement plan costs are accounted for using
actuarial valuations. The Company recognizes the funded status of its defined benefit pension plans on the balance sheet and
recognizes changes in the funded status that arise during the period but that are not recognized as components of net periodic
benefit cost, within other comprehensive income, net of income taxes.
Income on and Equity in Losses of Joint Ventures—Income on and equity in losses of joint ventures includes the
Company's portion of the income or loss of the Company's unconsolidated joint ventures as well as distributions of excess cash
from a mall joint venture.
Comprehensive Income—Comprehensive income is defined as the change in equity (net assets) of a business enterprise
during a period from transactions and other events and circumstances from non-owner sources. It consists of the net income or
loss and other gains and losses affecting stockholders' equity that, under GAAP, are excluded from net income or loss. One
such exclusion is the amortization of retirement plan and other retiree benefit adjustments, which is the only item impacting our
accumulated other comprehensive loss.
Supply Concentration—The Company purchases merchandise from many sources and does not believe that the
Company was dependent on any one supplier during fiscal 2014.
New Accounting Pronouncements
Presentation of Discontinued Operations
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements
(Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals
of Components of an Entity, which stipulates that the disposal of a component of an entity is to be reported in discontinued
operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and
financial results. The pronouncement also removed the conditions that (a) the operations and cash flows of the component have
been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and (b) the entity
will not have any significant continuing involvement in the operations of the component after the disposal transaction. The
Company adopted this guidance as of the beginning of its fiscal year 2014. The adoption of this guidance had no impact on the
Company's consolidated financial statements.
Revenue from Contracts with Customers
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which stipulates
that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this
core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the
performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance
obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This update
will be effective for the Company retrospectively beginning in the first quarter of fiscal 2017 with early adoption not permitted.
The Company is currently assessing the impact of this update on its consolidated financial statements.
F-12
Presentation of Financial Statements - Going Concern
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic
205-40), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or
events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the
financial statements are issued and provide related disclosures. This ASU is effective for annual periods ending after
December 15, 2016 and interim periods thereafter. Early application is permitted. The adoption of this guidance is not
expected to have a material effect on the Company's consolidated financial statements.
2. Business Segments
The Company operates in two reportable segments: the operation of retail department stores and a general contracting
construction company.
For the Company's retail operations reportable segment, the Company determined its operating segments on a store by
store basis. Each store's operating performance has been aggregated into one reportable segment. The Company's operating
segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic
characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived
from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the
Company operates one store format under the Dillard's name where each store offers the same general mix of merchandise with
similar categories and similar customers. The Company believes that disaggregating its operating segments would not provide
meaningful additional information.
The following table summarizes the percentage of net sales by segment and major product line:
Retail operations segment:
Cosmetics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ladies' apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ladies' accessories and lingerie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Juniors' and children's apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Men's apparel and accessories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shoes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Home and furniture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of Net Sales
Fiscal 2014
Fiscal 2013
Fiscal 2012
14%
15%
15%
22
16
9
17
16
4
98
2
22
16
8
17
16
5
99
1
22
15
8
17
16
5
98
2
100%
100%
100%
The following tables summarize certain segment information, including the reconciliation of those items to the
Company's consolidated operations.
(in thousands of dollars)
Net sales from external customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail Operations
6,490,387
Fiscal 2014
Construction
Consolidated
$
130,667
$
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and debt expense (income), net . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes and income on and equity in losses of
joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income on and equity in losses of joint ventures . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-13
2,342,109
250,371
61,352
508,730
565
4,111,744
6,340
312
(46)
2,038
—
58,327
6,621,054
2,348,449
250,683
61,306
510,768
565
4,170,071
(in thousands of dollars)
Net sales from external customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail Operations
6,439,304
Fiscal 2013
Construction
Consolidated
$
92,343
$
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and debt expense (income), net . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes and income on and equity in losses of
joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income on and equity in losses of joint ventures . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in thousands of dollars)
Net sales from external customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail Operations
6,489,366
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and debt expense (income), net . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes and income on and equity in losses of
joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income on and equity in losses of joint ventures . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,301,271
255,240
64,572
494,452
847
4,011,771
6,661
250
(67)
1,772
—
38,968
6,531,647
2,307,932
255,490
64,505
496,224
847
4,050,739
Fiscal 2012
Construction
Consolidated
$
103,803
$
5,307
207
(123)
569
—
6,593,169
2,346,061
259,621
69,596
479,750
1,272
36,909
4,048,744
2,340,754
259,414
69,719
479,181
1,272
4,011,835
Intersegment construction revenues of $82.5 million, $35.0 million and $32.4 million were eliminated during
consolidation and have been excluded from net sales for fiscal years 2014, 2013 and 2012, respectively.
3. Revolving Credit Agreement
At January 31, 2015, the Company maintained a $1.0 billion revolving credit facility ("credit agreement") with J. P.
Morgan Securities LLC ("JPMorgan") and Wells Fargo Capital Finance, LLC as the agents for various banks, secured by the
inventory of Dillard's, Inc. operating subsidiaries. The credit agreement expires July 1, 2018. Borrowings under the credit
agreement accrue interest at either JPMorgan's Base Rate or LIBOR plus 1.5% (1.67% at January 31, 2015) subject to certain
availability thresholds as defined in the credit agreement.
Limited to 90% of the inventory of certain Company subsidiaries, availability for borrowings and letter of credit
obligations under the credit agreement was $932.2 million at January 31, 2015. No borrowings were outstanding at January 31,
2015. Letters of credit totaling $28.1 million were issued under this credit agreement leaving unutilized availability under the
facility of approximately $904 million at January 31, 2015. No borrowings were outstanding as of February 1, 2014. There are
no financial covenant requirements under the credit agreement provided that availability for borrowings and letters of credit
exceeds $100 million. The Company pays an annual commitment fee to the banks of 0.25% of the committed amount less
outstanding borrowings and letters of credit. The Company had weighted-average borrowings of $13.1 million and $45.5
million during fiscal 2014 and 2013, respectively.
4. Long-Term Debt
Long-term debt of $614.8 million was outstanding at January 31, 2015 and February 1, 2014. This debt consisted of
unsecured notes, bearing interest rates ranging from 6.63% to 7.88% and maturing during fiscal 2017 through fiscal 2028.
There are no financial covenants under any of the debt agreements.
F-14
Long-term debt maturities over the next five years are (in millions):
Fiscal Year
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-Term Debt
Maturities
—
—
87.2
161.0
—
Net interest and debt expense consists of the following:
(in thousands of dollars)
Long-term debt:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Amortization of debt expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest on capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revolving credit facility expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Fiscal 2014
Fiscal 2013
Fiscal 2012
57,739
$
59,462
$
1,438
59,177
644
2,719
(1,234)
61,306
$
1,641
61,103
796
3,628
(1,022)
64,505
$
64,505
1,845
66,350
961
3,702
(1,417)
69,596
Interest paid during fiscal 2014, 2013 and 2012 was approximately $62.9 million, $54.7 million and $79.0 million,
respectively.
5. 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:
January 31, 2015
530,809
February 1, 2014
464,870
$
Taxes, other than income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Salaries, wages and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability to customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61,341
66,672
44,885
13,486
3,934
9,295
49,216
57,165
42,560
13,649
3,814
9,062
$
730,422
$
640,336
F-15
6. Income Taxes
The provision for federal and state income taxes is summarized as follows:
(in thousands of dollars)
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal 2014
Fiscal 2013
Fiscal 2012
206,387
$
176,291
$
205,019
4,020
210,407
4,438
180,729
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32,051)
1,124
(30,927)
179,480
$
(8,990)
1,661
(7,329)
173,400
$
$
A reconciliation between the Company's income tax provision and income taxes using the federal statutory income tax
rate is presented below:
Fiscal 2014
Fiscal 2013
Fiscal 2012
178,967
$
173,975
$
168,358
(in thousands of dollars)
Income tax at the statutory federal rate (inclusive of income on and equity
in losses of joint ventures). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State income taxes, net of federal benefit (inclusive of income on and
equity in losses of joint ventures) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net changes in unrecognized tax benefits, interest and penalties /reserves . .
Tax benefit of federal credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in cash surrender value of life insurance policies. . . . . . . . . . . . . . .
Changes in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit of dividends paid to ESOP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,426
(1,386)
(2,810)
(731)
1,485
(802)
331
8,013
(481)
(3,037)
(986)
(5,501)
(581)
1,998
1,134
206,153
(60,616)
(477)
(61,093)
145,060
5,375
(1,766)
(2,759)
(1,160)
(1,027)
(19,728)
(2,233)
145,060
$
179,480
$
173,400
$
F-16
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. Significant components of the
Company's deferred tax assets and liabilities as of January 31, 2015 and February 1, 2014 are as follows:
(in thousands of dollars)
Property and equipment bases and depreciation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Joint venture bases differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences between book and tax bases of inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals not currently deductible. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
January 31,
2015
265,764
February 1,
2014
311,422
$
58,998
14,351
52,486
3,599
395,198
(90,192)
(77,774)
(1,320)
(1,573)
(170,859)
54,659
(116,200)
278,998
$
51,083
13,407
49,214
3,539
428,665
(81,383)
(82,262)
(1,751)
(1,611)
(167,007)
52,503
(114,504)
314,161
At January 31, 2015, the Company had a deferred tax asset related to state net operating loss carryforwards of
approximately $77.8 million that could be utilized to reduce the tax liabilities of future years. These carryforwards will expire
between fiscal 2015 and 2035. A portion of the deferred tax asset attributable to state net operating loss carryforwards was
reduced by a valuation allowance of approximately $54.7 million for the losses of various members of the affiliated group in
states for which the Company determined that it is "more likely than not" that the benefit of the net operating losses will not be
realized.
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 31,
2015
194,319
84,679
278,998
February 1,
2014
230,248
83,913
314,161
$
$
The total amount of unrecognized tax benefits as of January 31, 2015 and February 1, 2014 was $4.8 million and $6.5
million, respectively, of which $2.6 million and $4.1 million, respectively, would, if recognized, affect the effective tax rate.
The Company does not expect a significant change in unrecognized tax benefits in the next twelve months. The Company
classifies accrued interest expense and penalties relating to income tax in the consolidated financial statements as income tax
expense. The total amounts of interest and penalties were not material.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands of dollars)
Unrecognized tax benefits at beginning of period . . . . . . . . . . . . . . . . . . . . . $
Gross increases—tax positions in prior period. . . . . . . . . . . . . . . . . . . . . . .
Gross decreases—tax positions in prior period . . . . . . . . . . . . . . . . . . . . . .
Gross increases—current period tax positions . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of statutes of limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fiscal 2014
Fiscal 2013
Fiscal 2012
6,538
$
5,432
$
55
(1,689)
665
(545)
(218)
4,806
967
(733)
1,207
(335)
—
$
6,538
$
8,481
—
(3,676)
993
—
(366)
5,432
F-17
During fiscal 2014, the IRS concluded its examination of the Company’s federal income tax returns for the fiscal tax
years 2011 and 2012, with no material changes in these tax years as a result of such examination. The tax years that remain
subject to examination for major state tax jurisdictions are fiscal tax years 2011 and forward. At this time, the Company does
not expect the results from any income tax audit to have a material impact on the Company's consolidated financial statements.
Income taxes paid, net of income tax refunds received, during fiscal 2014, 2013 and 2012 were approximately $189.7
million, $173.8 million and $179.3 million, respectively.
7. Subordinated Debentures
At January 31, 2015, the Company had $200 million outstanding of its 7.5% subordinated debentures due August 1,
2038. All of these subordinated debentures were held by Dillard's Capital Trust I ("Trust"), a 100% owned unconsolidated
finance subsidiary of the Company. The subordinated debentures are the sole asset of the Trust. The Company has the right to
defer the payment of interest on the subordinated debentures at any time for a period not to exceed 20 consecutive quarters.
At January 31, 2015, the Trust has outstanding $200 million liquidation amount of 7.5% Capital Securities, due August 1,
2038 (the "Capital Securities"). 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 Capital Securities are subject to
mandatory redemption upon repayment of the Company's subordinated debentures. The Company's obligations under the
subordinated debentures and related agreements, taken together, provide a full and unconditional guarantee of payments due on
the Capital Securities.
The Trust is a variable interest entity and is not consolidated into the Company's financial statements, since the Company
is not the primary beneficiary of the Trust.
8. 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 could contribute up to the lesser of $17,500 ($23,000 if at least 50 years of age) or 75% of eligible pay.
Eligible employees with 1 year of service, who elect to participate in the plan or are auto-enrolled, receive a Company
matching contribution. Company matching contributions are calculated on the eligible employee's first 6% of elective deferrals
with the first 1% being matched 100% and the next 5% being matched 50%. The Company matching contributions are used to
purchase Class A Common Stock of the Company for the benefit of the employee. This stock may be immediately diversified
into any of the other funds within the plan at the election of the employee. The terms of the plan provide a two-year vesting
schedule for the Company matching contribution portion of the plan.
The Company incurred benefit plan expense of approximately $18 million, $18 million and $16 million for fiscal 2014,
2013 and 2012, respectively.
The Company has an unfunded, nonqualified defined benefit plan ("Pension Plan") for its officers. The Pension 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 to officers and allocates this
cost to service periods. The actuarial assumptions used to calculate pension costs are reviewed annually. Net periodic benefit
costs are included in selling, general and administrative expenses.
F-18
The accumulated benefit obligations, change in projected benefit obligation, change in Pension Plan assets, funded status,
and reconciliation to amounts recognized in the consolidated balance sheets are as follows:
(in thousands of dollars)
Change in benefit obligation:
January 31,
2015
February 1,
2014
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan curtailment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
173,870
$
175,534
4,396
7,644
13,850
(2,838)
—
196,922
$
4,237
6,782
(1,214)
(2,722)
(8,747)
173,870
Change in Pension Plan assets:
Fair value of Pension Plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Employer contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of Pension Plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Funded status (Pension Plan assets less benefit obligation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Amounts recognized in the balance sheets:
— $
—
2,838
(2,838)
— $
(196,922) $
2,722
(2,722)
—
(173,870)
Accrued benefit liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(196,922) $
(196,922) $
(173,870)
(173,870)
Pretax amounts recognized in accumulated other comprehensive loss:
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
50,153
—
50,153
$
$
38,963
—
38,963
The estimated amounts that will be amortized from accumulated other comprehensive loss
into net periodic cost in 2015:
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,697
—
3,697
Accumulated benefit obligation at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(188,126) $
(167,632)
The accrued benefit liability is included in other liabilities.
The discount rate that the Company utilizes for determining future pension obligations is based on the Citigroup Above
Median Pension Index Curve on its annual measurement date as of the end of each fiscal year and is matched to the future
expected cash flows of the benefit plans by annual periods. The discount rate decreased to 3.5% as of January 31, 2015 from
4.4% as of February 1, 2014. Weighted average assumptions are as follows:
Discount rate—net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate—benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.4%
3.5%
3.0%
4.1%
4.4%
3.0%
4.3%
4.0%
3.0%
Fiscal 2014
Fiscal 2013
Fiscal 2012
F-19
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 loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan curtailment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other changes in benefit obligations recognized in other comprehensive
loss (income):
Net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total recognized in other comprehensive loss (income) . . . . . . . . . . . . . . $
Total recognized in net periodic benefit costs and other comprehensive
loss or income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fiscal 2014
Fiscal 2013
Fiscal 2012
4,396
$
4,237
$
7,644
2,660
—
—
14,700
$
11,190
—
11,190
25,890
$
$
$
3,267
7,294
5,132
626
—
$
16,319
6,782
3,012
96
(1,480)
12,647
(4,225) $
(96)
(4,321) $
(9,772)
(626)
(10,398)
8,326
$
5,921
The estimated future benefits payments for the nonqualified benefit plan are as follows:
(in thousands of dollars)
Fiscal Year
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 - 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total payments for next ten fiscal years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,537 *
4,803
5,776
6,173
6,226
51,262
78,777
___________________________________
* The estimated benefit payment for fiscal 2015 also represents the amount the Company expects to contribute to the Pension
Plan for fiscal 2015.
9. Stockholders' Equity
Capital stock is comprised of the following:
Type
Preferred (5% cumulative) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additional preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Class A, common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Class B, common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Par
Value
Shares
Authorized
100.00
5,000
0.01
0.01
0.01
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.
F-20
Stock Repurchase Programs
All repurchases of the Company's Class A Common Stock were made at the market price at the trade date. Accordingly,
all amounts paid to reacquire these shares were allocated to Treasury Stock.
November 2014 Stock Plan
In November 2014, the Company's Board of Directors authorized the Company to repurchase up to $500 million of the
Company's Class A Common Stock under an open-ended plan ("November 2014 Stock Plan"). This authorization permits the
Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the
requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 or through privately negotiated transactions. The
November 2014 Stock Plan has no expiration date. As of January 31, 2015, $500.0 million of authorization remained under the
November 2014 Stock Plan.
November 2013 Stock Plan
In November 2013, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("November 2013 Stock Plan"). During fiscal 2014, the
Company repurchased 2.3 million shares for $250.0 million at an average price of $107.44 per share, which completed the
authorization under the November 2013 Stock Plan.
March 2013 Stock Plan
In March 2013, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("March 2013 Stock Plan"). During fiscal 2013, the Company
repurchased 2.7 million shares for $209.6 million at an average price of $77.93 per share. During fiscal 2014, the Company
repurchased 0.5 million shares for $40.4 million at an average price of $89.04 per share, which completed the authorization
under the March 2013 Stock Plan.
2012 Stock Plan
In February 2012, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("2012 Stock Plan"). During fiscal 2012, the Company
repurchased 2.4 million shares for $158.0 million at an average price of $66.39 per share. During fiscal 2013, the Company
repurchased 1.2 million shares for $92.0 million at an average price of $79.14 per share, which completed the authorization
under the 2012 Stock Plan.
May 2011 Stock Plan
In May 2011, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock under an open-ended plan ("May 2011 Stock Plan"). During fiscal 2012, the Company
repurchased 439 thousand shares for $27.5 million at an average price of $62.71 per share, which completed the authorization
under the May 2011 Stock Plan.
F-21
10. Accumulated Other Comprehensive Loss ("AOCL")
Reclassifications from AOCL
Reclassifications from AOCL are summarized as follows (in thousands):
Details about AOCL Components
Defined benefit pension plan items
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . .
Amortization of actuarial losses. . . . . . . . . . . . . . . . . . . . . . . . .
Plan curtailment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
Reclassified
from AOCL
Fiscal 2014
Fiscal 2013
Affected Line Item in the
Statement Where Net
Income Is Presented
$
$
— $
2,660
—
2,660
1,017
96
3,012
(1)
(1)
(2)
7,331
10,439 Total before tax
3,988
Income tax expense
1,643 $
6,451 Total net of tax
_______________________________
(1) These items are included in the computation of net periodic pension cost. See Note 8, Benefit Plans, for additional
information.
(2) The excess of the pension liability for the curtailed plan over the amount shown here is included in the computation of net
periodic pension cost. See Note 8, Benefit Plans, for additional information.
Changes in AOCL
Changes in AOCL by component (net of tax) are summarized as follows (in thousands):
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss (income) before reclassifications . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from AOCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net other comprehensive loss (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined Benefit
Pension Plan Items
Fiscal 2014
Fiscal 2013
24,074 $
31,275
8,598
(1,643)
6,955
(750)
(6,451)
(7,201)
31,029 $
24,074
$
$
F-22
11. 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, except per share data)
Net earnings available for per-
share calculation . . . . . . . . . . . $
Average shares of common
stock outstanding . . . . . . . . . .
Dilutive effect of stock-based
compensation . . . . . . . . . . . . .
Total average equivalent shares
Per share of common stock:
Net income . . . . . . . . . . . . . . . $
Fiscal 2014
Fiscal 2013
Fiscal 2012
Basic
Diluted
Basic
Diluted
Basic
Diluted
331,853
$
331,853
$
323,671
$
323,671
$
335,962
$
335,962
42,603
42,603
45,586
45,586
48,125
48,125
—
42,603
—
42,603
—
45,586
—
45,586
—
48,125
786
48,911
7.79
$
7.79
$
7.10
$
7.10
$
6.98
$
6.87
No stock options were outstanding at January 31, 2015, February 1, 2014 and February 2, 2013.
12. Stock-Based Compensation
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. As of January 31,
2015, 7,547,451 shares were available for grant under the plans, and 7,547,451 shares of Class A Common Stock were reserved
for issuance under the stock option plans. There were no stock options granted during fiscal 2014, 2013 and 2012, and no stock
options were outstanding as of January 31, 2015 and February 1, 2014.
During fiscal 2012, the remaining 2,245,000 of stock options outstanding were exercised, and the Company retired
1,169,218 in shares tendered relative to these exercises. The Company uses the par value method of accounting for shares
repurchased under stock option plans. As a result of these share repurchases during fiscal 2012, the Company reduced common
stock and additional paid-in capital by an aggregate of $8.8 million and charged $93.9 million to retained earnings.
The intrinsic value of stock options exercised during fiscal 2012 was approximately $135.7 million.
13. Commitments and Contingencies
Rental expense consists of the following:
(in thousands of dollars)
Operating leases:
Buildings:
Fiscal 2014
Fiscal 2013
Fiscal 2012
Minimum rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Contingent rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,699
$
15,767
$
4,959
6,319
5,196
5,870
$
26,977
$
26,833
$
17,356
5,180
12,302
34,838
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.
F-23
The future minimum rental commitments as of January 31, 2015 for all non-cancelable leases for buildings and
equipment are as follows:
(in thousands of dollars)
Fiscal Year
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of net minimum lease payments (of which $840 is currently payable) . . . . . . . .
Operating
Leases
Capital
Leases
23,064
$
17,400
10,823
7,119
3,951
2,533
64,890
$
1,428
1,428
1,428
1,428
1,428
1,803
8,943
(2,184)
6,759
Renewal options from three to 25 years exist on the majority of leased properties.
At January 31, 2015, the Company is committed to incur costs of approximately $70 million to acquire, complete and
furnish certain stores and equipment.
At January 31, 2015, letters of credit totaling $28.1 million were issued under the Company's $1.0 billion revolving credit
facility.
Various 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
During fiscal 2014, no asset impairment and store closing charges were recorded.
During fiscal 2013, the Company recorded a pretax charge of $5.4 million for asset impairment and store closing costs.
The charge was for the write-down of certain cost method investments.
During fiscal 2012, the Company recorded a pretax charge of $1.6 million for asset impairment and store closing costs.
The charge was for the write-down of a property held for sale and of an operating property, both of which the Company had
contracted to sell.
The following is a summary of the activity in the reserve established for store closing charges:
(in thousands of dollars)
Fiscal 2013
Rent, property taxes and utilities. . . . . . . . . . . . . . . . . . . . . $
Fiscal 2012
Rent, property taxes and utilities. . . . . . . . . . . . . . . . . . . . .
___________________________________
*
included in rentals
Balance,
Beginning
of Year
Adjustments
and Charges*
Cash Payments
Balance,
End of Year
251
$
188
$
439
$
738
873
1,360
—
251
Reserve amounts are recorded in trade accounts payable and accrued expenses and other liabilities.
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
F-24
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 the Company's long-term debt and subordinated debentures is based on market prices.
The fair value of the Company's cash and cash equivalents, restricted cash and trade accounts receivable approximates
their carrying values at January 31, 2015 and February 1, 2014 due to the short-term maturities of these instruments. The fair
values of the Company's long-term debt at January 31, 2015 and February 1, 2014 were approximately $678 million and $667
million, respectively. The carrying value of the Company's long-term debt at January 31, 2015 and February 1, 2014 was
approximately $615 million and $615 million, respectively. The fair value of the subordinated debentures at January 31, 2015
and February 1, 2014 was approximately $207 million and $204 million, respectively. The carrying value of the subordinated
debentures at January 31, 2015 and February 1, 2014 was $200 million.
During fiscal 2013, the Company recognized an impairment charge of $5.4 million on certain cost method investments.
The Company evaluated all factors and determined that an other-than-temporary impairment charge was necessary. These
investments are recorded in other assets on the balance sheet.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The FASB's accounting guidance utilizes a fair value hierarchy that prioritizes the inputs to the valuation techniques used
to measure fair value into three broad levels:
•
•
•
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs, other than quoted prices, that are observable for the asset or liability, either directly or
indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are not active
Level 3: Unobservable inputs that reflect the reporting entity's own assumptions
(in thousands of dollars)
Long-lived assets held for use
Basis of Fair Value Measurements
Quoted Prices
In Active
Markets for
Identical Items
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value
of Assets
As of February 2, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . $
5,000
Long-lived assets held for sale
As of February 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . $
As of February 2, 2013 . . . . . . . . . . . . . . . . . . . . . . . . .
10,374
7,358
$
$
— $
5,000
$
—
— $
—
— $
940
10,374
6,418
Long-lived assets held for use
During fiscal 2012, long-lived assets held for use were written down to their fair value of $5.0 million, resulting in an
impairment charge of $1.0 million, which was included in earnings for the period. The input used to calculate the fair value of
these long-lived assets held for use was based upon a contract the Company had entered to sell the assets. During fiscal 2013,
the sale was not consummated, and the store remained in operation.
Long-lived assets held for sale
During fiscal 2013, the Company sold two former retail store locations with carrying values totaling $1.2 million. The
Company also closed one store location with a carrying value of $4.2 million, which was held for sale as of February 1, 2014.
During fiscal 2012, the Company sold five former retail store locations with carrying values totaling $9.4 million. During
fiscal 2012, long-lived assets held for sale were written down to their fair value of $7.4 million, resulting in an impairment
charge of $0.6 million, which was included in earnings for the period. The input used to calculate the fair value of $0.9 million
of these long-lived assets held for sale was based upon a contract the Company had entered to sell the assets. The inputs used to
calculate the fair value of $6.4 million of these long-lived assets held for sale included selling prices from commercial real
estate transactions for similar assets in similar markets that we estimated would be used by a market participant in valuing these
assets.
F-25
16. Quarterly Results of Operations (unaudited)
(in thousands of dollars, except per share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share:
Fiscal 2014, Three Months Ended
May 3
1,551,314
August 2
1,474,484
$
November 1
January 31
$
1,459,781
$
2,135,475
612,090
111,683
498,215
34,449
535,338
55,231
702,806
130,490
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.56
$
0.80
$
1.30
$
3.17
(in thousands of dollars, except per share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share:
Fiscal 2013, Three Months Ended
May 4
1,549,136
August 3
1,479,852
$
November 2
February 1
$
1,468,612
$
2,034,047
611,351
117,210
503,030
36,491
531,205
50,868
662,346
119,102
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.50
$
0.79
$
1.13
$
2.71
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 2014 and fiscal 2013 includes the following items:
First Quarter
2013
•
•
•
Third Quarter
2014
an $11.7 million pretax gain ($7.6 million after tax or $0.16 per share) related to the sale of an investment.
a $6.5 million pretax charge ($4.2 million after tax or $0.09 per share) for asset impairment and store closing
charges related to the write-down of an operating property and certain cost method investments.
a $1.5 million pretax gain ($1.0 million after tax or $0.02 per share) related to a pension adjustment.
•
a $5.9 million pretax gain ($3.8 million after tax or $0.09 per share) related to the sale of a retail store location.
Fourth Quarter
2013
•
a $1.2 million pretax gain ($0.8 million after tax or $0.02 per share) for the reversal of asset impairment and
store closing charges previously recorded in fiscal 2013 for the write-down of an operating property.
F-26
Exhibit Index
Number
Description
*3(a) Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992, File No.
1-6140), as amended (Exhibit 3 to Form 10-Q for the quarter ended May 3, 1997, File No. 1-6140).
*3(b) By-Laws of Dillard's, Inc., as amended (Exhibit 3 to Form 8-K dated as of August 20, 2013, File No.
1-6140).
*4
Indenture between Registrant and Chemical Bank, Trustee, dated as of May 15, 1988, as supplemented
(Exhibit 4 to Registration Statement File No. 33-21671, Exhibit 4.2 to Registration Statement File No.
33-25114, Exhibit 4(c) to Form 8-K dated September 26, 1990, File No. 1-6140 and Exhibit 4-q to
Registration Statement File No. 333-59183).
*+10(a)
1990 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year ended
January 30, 1993, File No. 1-6140).
*+10(b) Senior Management Cash Bonus Plan (Exhibit 10(d) to Form 10-K for the fiscal year ended January 28,
1995, File No. 1-6140).
*+10(c)
1998 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year ended
January 30, 1999, File No. 1-6140).
*+10(d)
2000 Incentive and Nonqualified Stock Option Plan (Exhibit 10(e) to Form 10-K for the fiscal year ended
February 3, 2001, File No. 1-6140).
*+10(e) Dillard's, Inc. Stock Bonus Plan (Exhibit 10.1 to Form 10-Q for the quarter ended April 30, 2005, File
No. 1-6140).
*+10(f) Dillard's, Inc. Stock Purchase Plan (Exhibit 10.2 to Form 10-Q for the quarter ended April 30, 2005, File
No. 1-6140).
*+10(g) Dillard's, Inc. 2005 Non-Employee Director Restricted Stock Plan (Exhibit 10.3 to Form 10-Q for the quarter
ended April 30, 2005, File No. 1-6140).
*+10(h) Amended and Restated Corporate Officers Non-Qualified Pension Plan (Exhibit 10.1 to Form 8-K dated as
of November 21, 2007, File No. 1-6140).
*10(i) Credit Card Program Agreement by and among Dillard's, Inc., Wells Fargo Bank, N.A. and for the limited
purposes stated therein, Dillard Investment Co., Inc. (Exhibit 10 to Form 10-Q for the quarter ended May 3,
2014, File No. 1-6140).
*10(j) Second Amended and Restated Credit Agreement between Dillard's, Inc. and JPMorgan Chase Bank, N.A. as
agent for a syndicate of lenders (Exhibit 10.1 to Form 8-K dated as of April 13, 2012, File No. 1-6140).
*10(k) First Amendment to Second Amended and Restated Credit Agreement between Dillard's, Inc. and JPMorgan
Chase Bank, N.A. as agent for a syndicate of lenders (Exhibit 10.1 to Form 8-K dated as of July 3, 2013, File
No. 1-6140).
21 Subsidiaries of Registrant.
23 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 Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(c) Certification of Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a) Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350).
32(b) Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350).
32(c) Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350).
E-1
Number
Description
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
___________________________________
*
+
Incorporated by reference as indicated.
A management contract or compensatory plan or arrangement.
E-2
The Mall at University Town Center, Sarasota, Florida, opened October 2014
DEAR SHAREHOLDER,
We achieved another year of growth in both top line and bottom line performance in 2014, marking our fi fth consecutive year of
positive comparable store sales. Our customers responded well, particularly in the fourth quarter, to our improved merchandise
assortments throughout the store, as well as to our exceptional service. With this momentum, we reported net income for the year
of $332 million compared to $324 million and earnings per share growth of 10% to $7.79 from $7.10. From our strong operating
cash fl ow, which exceeded $600 million, we returned over $300 million to shareholders through share repurchase and dividends.
Importantly, we have returned approximately $2 billion to shareholders over the past six years.
We are excited about new store growth opportunities as retail development is gaining momentum in some of our most promising
markets. Notably, we operate Dillard’s locations in many of America’s fastest-growing cities, and we are proud of our attractive
store footprint across the nation. We opened two new stores in 2014 at The Shops at Summerlin in Las Vegas, Nevada, and The
Mall at University Town Center in Sarasota, Florida. These are the fi rst stores we have constructed since 2010. We have begun
construction on three new stores in Murray, Utah; Slidell, Louisiana; and Cincinnati, Ohio, which are scheduled to open this fall
before the holiday season begins.
In 2014, we made more progress in elevating product and people over price and promotion at Dillard’s. We realize our efforts
to become a better retailer are only as good as our efforts to attract and retain talented associates who will continually exceed
customer expectations. To that end, we made the commitment some time ago to be the best place to work in retail. We realize if
we treat our associates right, they will treat our customers right. To further elevate our customer experience, we continue to seek
out and to welcome exciting new brands to Dillard’s, while emphasizing and supporting our strong, existing portfolio of national
and exclusive brands.
We believe we are well positioned for 2015 with an attractive lineup of products supported by exceptional people. We thank you,
our associates and our shareholders, for your contributions to our success, and we look forward to serving you in 2015.
William Dillard, II
Chairman of the Board &
Chief Executive Offi cer
Alex Dillard
President
2 0 1 4 A N N U A L R E P O R T
BOARD OF DIRECTORS
Robert C. Connor – Investments – Dallas, Texas
Alex Dillard – President of Dillard’s, Inc.
Mike Dillard – Executive Vice President of Dillard’s, Inc.
William Dillard, II – Chairman of the Board & Chief Executive Offi cer of Dillard’s, Inc.
James I. Freeman – Retired Senior Vice President & Chief Financial Offi cer of Dillard’s, Inc.
H. Lee Hastings, III – President & Chief Operating Offi cer of Hastings Holdings, Inc. – Little Rock, Arkansas
Drue Matheny – Executive Vice President of Dillard’s, Inc.
Frank R. Mori – Co-Chief Executive Offi cer and President, Takihyo, Inc. – New York, New York
Reynie Rutledge – Chairman of First Security Bancorp
Warren A. Stephens – President & Chief Executive Offi cer of Stephens, Inc., Co-Chairman of SF Holding Corp. – Little Rock, Arkansas
J.C. Watts, Jr. – Former Member of Congress, Chairman of J.C. Watts Companies – Washington, D.C.
Nick White – President & Chief Executive Offi cer, White & Associates – Rogers, Arkansas
CORPORATE ORGANIZATION
William Dillard, II – Chief Executive Offi cer
Alex Dillard – President
Mike Dillard – Executive Vice President
Drue Matheny – Executive Vice President
Chris B. Johnson – Principal Vice President
Phillip R. Watts – Principal Vice President
Dean L. Worley – Vice President & General Counsel
VICE PRESIDENTS
Tony Bolte
Kent Burnett
Stephen R. Gelwix
Randal L. Hankins
Denise Mahaffy
Brant Musgrave
Steven K. Nelson
Michael E. Price
Christine Rowell
Sidney A. Sanders
Burt Squires
Sherrill E. Wise
CORPORATE MERCHANDISING
PRODUCT DEVELOPMENT
Vice Presidents, Merchandising
Gary Borofsky
Joseph P. Brennan
William T. Dillard, III
Gianni Duarte
Christine A. Ferrari
Brett Gunn
Mike McNiff
James P. Northup
Mike Shields
Terry Smith
James D. Stockman
David Terry
Kay White
REGIONAL MERCHANDISING
Presidents, Regional Merchandising
Mike Dillard
Drue Matheny
Robin Sanderford
Julie A. Taylor
General Merchandise Managers
Mark Killingsworth
Anthony Menzie
Lisa M. Roby
Bob Thompson
REGIONAL VICE PRESIDENTS – STORES
W.R. Appleby, II
Tom Bolin
Debra Dumas
Mark Galvan
Mark Gastman
Marva Harrell
Gene D. Heil
Michael J. Hubbell
Dan W. Jensen
Mike Litchford
Zeina T. Nassar
Raymond Stockley
Lloyd Keith Tidmore
Keith White
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Dillard’s, Inc. ranks among the
nation’s
largest
fashion
retailers, with
annual sales exceeding $6.6 billion.
The Company focuses on delivering
style, service and value to its
shoppers by offering compelling
apparel, cosmetics 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 274 Dillard’s locations
and 23 clearance centers spanning
29 states, plus an Internet store at
www.dillards.com.
ON THE COVER
The classic elegance of Antonio
Melani as featured on the cover is
available exclusively at Dillard’s.
ANNUAL MEETING
Saturday, May 16, 2015 – 9:00 a.m.
Dillard’s Corporate Offi ce
1600 Cantrell Road
Little Rock, Arkansas 72201
FINANCIAL AND OTHER INFORMATION
Copies of fi nancial documents and other Company information such as Dillard’s,
Inc. reports on Form 10-K and 10-Q, and other reports fi led with the Securities and
Exchange Commission are available by contacting:
Dillard’s, Inc.
Investor Relations
1600 Cantrell Road
Little Rock, Arkansas 72201
501.376.5989
E-mail: investor.relations@dillards.com
Financial reports, press releases and other Company information are available on the
Dillard’s, Inc. website: www.dillards.com.
Individuals with questions regarding Dillard’s, Inc. may contact:
Julie Johnson 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 direct communications regarding address changes,
lost certifi cates and other administrative matters to the Company’s Transfer Agent
and Registrar:
Computershare
Post Offi ce Box 30170
College Station, Texas 77842-3170
Telephone: 1.800.368.5948
For online shareholder inquiries:
https://www-us.computershare.com/investor/Contact
Please refer to Dillard’s, Inc. on all correspondence and have available your name
as printed on your stock certifi cate, your Social Security number, your address and
phone number.
CORPORATE HEADQUARTERS
1600 Cantrell Road
Little Rock, Arkansas 72201
MAILING ADDRESS
Post Offi ce Box 486
Little Rock, Arkansas 72203
Telephone: 501.376.5200
Fax: 501.376.5917
LISTING
New York Stock Exchange,
Ticker Symbol “DDS”
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