(Mark one)
|
|
|
ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended January 30, 2016
|
||
or
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to .
|
DELAWARE
State or other jurisdiction
of incorporation or organization
|
|
71-0388071
(IRS Employer
Identification No.)
|
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS
(Address of principal executive offices)
|
|
72201
(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock
|
|
New York Stock Exchange
|
Large Accelerated Filer
ý
|
|
Accelerated Filer
o
|
|
Non-Accelerated Filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller Reporting Company
o
|
CLASS A COMMON STOCK, $0.01 par value
|
31,909,989
|
|
CLASS B COMMON STOCK, $0.01 par value
|
4,010,401
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|
Item No.
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|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Net Sales
|
|||||||
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|||
Retail operations segment:
|
|
|
|
|
|
|||
Cosmetics
|
14
|
%
|
|
14
|
%
|
|
15
|
%
|
Ladies' apparel
|
22
|
|
|
22
|
|
|
22
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|
Ladies' accessories and lingerie
|
16
|
|
|
16
|
|
|
16
|
|
Juniors' and children's apparel
|
8
|
|
|
9
|
|
|
8
|
|
Men's apparel and accessories
|
17
|
|
|
17
|
|
|
17
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|
Shoes
|
16
|
|
|
16
|
|
|
16
|
|
Home and furniture
|
4
|
|
|
4
|
|
|
5
|
|
|
97
|
|
|
98
|
|
|
99
|
|
Construction segment
|
3
|
|
|
2
|
|
|
1
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Location
|
Number
of stores
|
|
Owned
Stores
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|
Leased
Stores
|
|
Owned
Building
on Leased
Land
|
|
Partially
Owned
and
Partially
Leased
|
|||||
Alabama
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Arkansas
|
8
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Arizona
|
17
|
|
|
16
|
|
|
—
|
|
|
1
|
|
|
—
|
|
California
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Colorado
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Florida
|
42
|
|
|
39
|
|
|
1
|
|
|
2
|
|
|
—
|
|
Georgia
|
12
|
|
|
8
|
|
|
3
|
|
|
1
|
|
|
—
|
|
Iowa
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Idaho
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Illinois
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Indiana
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Kansas
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6
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
—
|
|
Kentucky
|
6
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
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|
Louisiana
|
15
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Missouri
|
10
|
|
|
7
|
|
|
1
|
|
|
2
|
|
|
—
|
|
Mississippi
|
6
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Montana
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
North Carolina
|
14
|
|
|
13
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Nebraska
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
New Mexico
|
6
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ohio
|
14
|
|
|
11
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Oklahoma
|
10
|
|
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
South Carolina
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tennessee
|
10
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Texas
|
59
|
|
|
43
|
|
|
10
|
|
|
1
|
|
|
5
|
|
Utah
|
5
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Virginia
|
6
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Wyoming
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
297
|
|
|
246
|
|
|
33
|
|
|
11
|
|
|
7
|
|
Facility
|
Location
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|
Square Feet
|
|
Owned /
Leased
|
|
Distribution Centers:
|
Mabelvale, AR
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|
400,000
|
|
|
Owned
|
|
Gilbert, AZ
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295,000
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|
|
Owned
|
|
Valdosta, GA
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|
370,000
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|
|
Owned
|
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Olathe, KS
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|
500,000
|
|
|
Owned
|
|
Salisbury, NC
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|
355,000
|
|
|
Owned
|
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Ft. Worth, TX
|
|
700,000
|
|
|
Owned
|
Internet Fulfillment Center
|
Maumelle, AR
|
|
850,000
|
|
|
Owned
|
Dillard's Executive Offices
|
Little Rock, AR
|
|
333,000
|
|
|
Owned
|
CDI Contractors, LLC Executive Office
|
Little Rock, AR
|
|
25,000
|
|
|
Owned
|
CDI Storage Facilities
|
Maumelle, AR
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|
66,000
|
|
|
Owned
|
Total
|
|
|
3,894,000
|
|
|
|
Name
|
|
Age
|
|
Position & Office
|
|
Held Present
Office Since
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Family Relationship to CEO
|
|
William Dillard, II
|
|
71
|
|
|
Director; Chief Executive Officer
|
|
1998
|
|
Not applicable
|
Alex Dillard
|
|
66
|
|
|
Director; President
|
|
1998
|
|
Brother of William Dillard, II
|
Mike Dillard
|
|
64
|
|
|
Director; Executive Vice President
|
|
1984
|
|
Brother of William Dillard, II
|
Drue Matheny
|
|
69
|
|
|
Director; Executive Vice President
|
|
1998
|
|
Sister of William Dillard, II
|
Chris B. Johnson (1)
|
|
44
|
|
|
Senior Vice President; Co-Principal Financial Officer
|
|
2015
|
|
None
|
Phillip R. Watts (2)
|
|
53
|
|
|
Senior Vice President; Co-Principal Financial Officer and Principal Accounting Officer
|
|
2015
|
|
None
|
William Dillard, III
|
|
45
|
|
|
Senior Vice President
|
|
2015
|
|
Son of William Dillard, II
|
Denise Mahaffy
|
|
57
|
|
|
Senior Vice President
|
|
2015
|
|
Sister of William Dillard, II
|
Dean L. Worley (3)
|
|
50
|
|
|
Vice President; General Counsel
|
|
2012
|
|
None
|
Mike McNiff
|
|
63
|
|
|
Vice President
|
|
1995
|
|
None
|
Brant Musgrave (4)
|
|
43
|
|
|
Vice President
|
|
2014
|
|
None
|
David Terry (5)
|
|
66
|
|
|
Vice President
|
|
2011
|
|
None
|
(1)
|
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 Senior 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.
|
(2)
|
Mr. Watts served as Vice President of Tax from 2002 to 2015. In 2015, he was promoted to Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer.
|
(3)
|
Mr. Worley served as Assistant General Counsel from 1996 to 2012. In 2012, he was promoted to Vice President and General Counsel.
|
(4)
|
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.
|
(5)
|
Mr. Terry served as Regional President of Merchandising from 2006 to 2011. In 2011, he was promoted to Corporate Vice President of Merchandising.
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
|
2015
|
|
2014
|
|
Dividends
per Share
|
||||||||||||||||||
Fiscal Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2015
|
|
2014
|
||||||||||||
First
|
|
$
|
144.21
|
|
|
$
|
111.55
|
|
|
$
|
100.02
|
|
|
$
|
82.75
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Second
|
|
133.92
|
|
|
98.11
|
|
|
122.77
|
|
|
93.85
|
|
|
0.06
|
|
|
0.06
|
|
||||||
Third
|
|
103.09
|
|
|
85.61
|
|
|
125.17
|
|
|
100.00
|
|
|
0.07
|
|
|
0.06
|
|
||||||
Fourth
|
|
91.22
|
|
|
60.66
|
|
|
126.83
|
|
|
104.87
|
|
|
0.07
|
|
|
0.06
|
|
Issuer Purchases of Equity Securities
|
||||||||||||||
Period
|
|
(a) Total Number of Shares Purchased
|
|
|
(b) Average Price Paid per Share
|
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
|
||
November 1, 2015 through November 28, 2015
|
|
754,354
|
|
|
$
|
76.17
|
|
|
754,354
|
|
|
$
|
60,046,391
|
|
November 29, 2015 through January 2, 2016
|
|
821,300
|
|
|
73.11
|
|
|
821,300
|
|
|
—
|
|
||
January 3, 2016 through January 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
1,575,654
|
|
|
$
|
74.58
|
|
|
1,575,654
|
|
|
$
|
—
|
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||
Dillard's, Inc.
|
$
|
115.23
|
|
|
$
|
231.86
|
|
|
$
|
241.23
|
|
|
$
|
322.23
|
|
|
$
|
198.24
|
|
S&P 500
|
105.33
|
|
|
124.18
|
|
|
151.12
|
|
|
176.64
|
|
|
173.21
|
|
|||||
S&P 500 Department Stores
|
112.90
|
|
|
115.63
|
|
|
136.63
|
|
|
176.65
|
|
|
125.97
|
|
(Dollars in thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
|
2012*
|
|
2011
|
||||||||||
Net sales
|
$
|
6,595,626
|
|
|
$
|
6,621,054
|
|
|
$
|
6,531,647
|
|
|
$
|
6,593,169
|
|
|
$
|
6,263,600
|
|
Percent change
|
—
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|
5
|
%
|
|
2
|
%
|
|||||
Cost of sales
|
4,350,805
|
|
|
4,272,605
|
|
|
4,223,715
|
|
|
4,247,108
|
|
|
4,047,269
|
|
|||||
Percent of sales
|
66.0
|
%
|
|
64.5
|
%
|
|
64.7
|
%
|
|
64.4
|
%
|
|
64.6
|
%
|
|||||
Interest and debt expense, net
|
60,923
|
|
|
61,306
|
|
|
64,505
|
|
|
69,596
|
|
|
72,059
|
|
|||||
Income before income taxes and income on and equity in losses of joint ventures
|
408,784
|
|
|
510,768
|
|
|
496,224
|
|
|
479,750
|
|
|
396,669
|
|
|||||
Income taxes (benefit)
|
140,770
|
|
|
179,480
|
|
|
173,400
|
|
|
145,060
|
|
|
(62,518
|
)
|
|||||
Income on and equity in losses of joint ventures
|
1,356
|
|
|
565
|
|
|
847
|
|
|
1,272
|
|
|
4,722
|
|
|||||
Net income
|
269,370
|
|
|
331,853
|
|
|
323,671
|
|
|
335,962
|
|
|
463,909
|
|
|||||
Net income per diluted common share
|
6.91
|
|
|
7.79
|
|
|
7.10
|
|
|
6.87
|
|
|
8.52
|
|
|||||
Dividends per common share
|
0.26
|
|
|
0.24
|
|
|
0.22
|
|
|
5.20
|
|
|
0.19
|
|
|||||
Book value per common share
|
49.98
|
|
|
49.02
|
|
|
45.33
|
|
|
41.24
|
|
|
41.50
|
|
|||||
Average number of diluted shares outstanding
|
39,004,500
|
|
|
42,603,236
|
|
|
45,586,087
|
|
|
48,910,946
|
|
|
54,448,065
|
|
|||||
Accounts receivable
|
47,138
|
|
|
56,510
|
|
|
30,840
|
|
|
31,519
|
|
|
28,708
|
|
|||||
Merchandise inventories
|
1,374,505
|
|
|
1,374,481
|
|
|
1,345,321
|
|
|
1,294,581
|
|
|
1,304,124
|
|
|||||
Property and equipment, net
|
1,939,832
|
|
|
2,029,171
|
|
|
2,134,200
|
|
|
2,287,015
|
|
|
2,440,266
|
|
|||||
Total assets
|
3,865,625
|
|
|
4,170,071
|
|
|
4,050,739
|
|
|
4,048,744
|
|
|
4,306,137
|
|
|||||
Long-term debt
|
614,785
|
|
|
614,785
|
|
|
614,785
|
|
|
614,785
|
|
|
614,785
|
|
|||||
Capital lease obligations
|
7,269
|
|
|
5,919
|
|
|
6,759
|
|
|
7,524
|
|
|
9,153
|
|
|||||
Other liabilities
|
238,980
|
|
|
250,455
|
|
|
228,439
|
|
|
233,492
|
|
|
245,218
|
|
|||||
Deferred income taxes
|
258,070
|
|
|
278,999
|
|
|
314,162
|
|
|
317,038
|
|
|
376,091
|
|
|||||
Subordinated debentures
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|||||
Total stockholders' equity
|
1,795,305
|
|
|
2,019,270
|
|
|
1,992,197
|
|
|
1,970,175
|
|
|
2,052,019
|
|
|||||
Number of stores
|
|
|
|
|
|
|
|
|
|
||||||||||
Opened
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Closed
|
3
|
|
|
1
|
|
|
6
|
|
|
2
|
|
|
4
|
|
|||||
Total—end of year
|
297
|
|
|
297
|
|
|
296
|
|
|
302
|
|
|
304
|
|
*
|
Fiscal 2012 contains 53 weeks.
|
•
|
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 in the "Notes to Consolidated Financial Statements" in Item 8 hereof).
|
•
|
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 13 in the "Notes to Consolidated Financial Statements" in Item 8 hereof).
|
•
|
a $1.5 million pretax gain ($1.0 million after tax or $0.02 per share) related to a pension adjustment (see Note 8 in the "Notes to Consolidated Financial Statements" in Item 8 hereof).
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
||||||
Net sales (in millions)
|
$
|
6,595.6
|
|
|
$
|
6,621.1
|
|
|
$
|
6,531.6
|
|
|
Gross profit (in millions)
|
$
|
2,244.8
|
|
|
$
|
2,348.4
|
|
|
$
|
2,307.9
|
|
|
Gross profit as a percentage of net sales
|
34.0
|
%
|
|
35.5
|
%
|
|
35.3
|
%
|
|
|||
Retail gross profit as a percentage of net sales
|
35.0
|
%
|
|
36.1
|
%
|
|
35.7
|
%
|
|
|||
Selling, general and administrative expenses as a percentage of net sales
|
25.3
|
%
|
|
25.1
|
%
|
|
25.0
|
%
|
|
|||
Cash flow from operations (in millions)
|
$
|
450.2
|
|
|
$
|
611.6
|
|
|
$
|
501.8
|
|
|
Total retail store count at end of period
|
297
|
|
|
297
|
|
|
296
|
|
|
|||
Retail sales per square foot
|
$
|
130
|
|
|
$
|
131
|
|
|
$
|
130
|
|
|
Retail stores sales trend
|
(2
|
)%
|
|
1
|
%
|
|
1
|
%
|
|
|||
Comparable retail store sales trend
|
(2
|
)%
|
|
1
|
%
|
|
1
|
%
|
|
|||
Comparable retail store inventory trend
|
—
|
%
|
|
2
|
%
|
|
5
|
%
|
|
|||
Retail merchandise inventory turnover
|
2.7
|
|
|
2.8
|
|
|
2.8
|
|
|
•
|
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.
|
(in millions of dollars)
|
Fiscal 2016
Estimated
|
|
Fiscal 2015
Actual
|
||||
Depreciation and amortization
|
$
|
250
|
|
|
$
|
250
|
|
Rentals
|
27
|
|
|
27
|
|
||
Interest and debt expense, net
|
61
|
|
|
61
|
|
||
Capital expenditures
|
150
|
|
|
166
|
|
•
|
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; and
|
•
|
Store closings.
|
|
For the years ended
|
|||||||||||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
|||||||||||||||
(in thousands of dollars)
|
Amount
|
|
% of
Net
Sales
|
|
Amount
|
|
% of
Net
Sales
|
|
Amount
|
|
% of
Net
Sales
|
|||||||||
Net sales
|
$
|
6,595,626
|
|
|
100.0
|
%
|
|
$
|
6,621,054
|
|
|
100.0
|
%
|
|
$
|
6,531,647
|
|
|
100.0
|
%
|
Service charges and other income
|
158,919
|
|
|
2.4
|
|
|
159,075
|
|
|
2.4
|
|
|
160,130
|
|
|
2.5
|
|
|||
|
6,754,545
|
|
|
102.4
|
|
|
6,780,129
|
|
|
102.4
|
|
|
6,691,777
|
|
|
102.5
|
|
|||
Cost of sales
|
4,350,805
|
|
|
66.0
|
|
|
4,272,605
|
|
|
64.5
|
|
|
4,223,715
|
|
|
64.7
|
|
|||
Selling, general and administrative expenses
|
1,669,916
|
|
|
25.3
|
|
|
1,663,859
|
|
|
25.1
|
|
|
1,632,036
|
|
|
25.0
|
|
|||
Depreciation and amortization
|
250,011
|
|
|
3.8
|
|
|
250,683
|
|
|
3.8
|
|
|
255,490
|
|
|
3.9
|
|
|||
Rentals
|
26,732
|
|
|
0.4
|
|
|
26,977
|
|
|
0.4
|
|
|
26,833
|
|
|
0.4
|
|
|||
Interest and debt expense, net
|
60,923
|
|
|
0.9
|
|
|
61,306
|
|
|
0.9
|
|
|
64,505
|
|
|
1.0
|
|
|||
Gain on disposal of assets
|
(12,626
|
)
|
|
(0.2
|
)
|
|
(6,069
|
)
|
|
(0.1
|
)
|
|
(12,379
|
)
|
|
(0.2
|
)
|
|||
Asset impairment and store closing charges
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|
5,353
|
|
|
0.1
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
408,784
|
|
|
6.2
|
|
|
510,768
|
|
|
7.7
|
|
|
496,224
|
|
|
7.6
|
|
|||
Income taxes
|
140,770
|
|
|
2.1
|
|
|
179,480
|
|
|
2.7
|
|
|
173,400
|
|
|
2.7
|
|
|||
Income on and equity in losses of joint ventures
|
1,356
|
|
|
—
|
|
|
565
|
|
|
—
|
|
|
847
|
|
|
—
|
|
|||
Net income
|
$
|
269,370
|
|
|
4.1
|
%
|
|
$
|
331,853
|
|
|
5.0
|
%
|
|
$
|
323,671
|
|
|
5.0
|
%
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
6,388,769
|
|
|
$
|
6,490,387
|
|
|
$
|
6,439,304
|
|
Construction segment
|
206,857
|
|
|
130,667
|
|
|
92,343
|
|
|||
Total net sales
|
$
|
6,595,626
|
|
|
$
|
6,621,054
|
|
|
$
|
6,531,647
|
|
|
|
Percent Change
|
||||
|
|
Fiscal
2015 - 2014 |
|
Fiscal
2014 - 2013 |
||
Retail operations segment
|
|
|
|
|
||
Cosmetics
|
|
(0.9
|
)%
|
|
(0.3
|
)%
|
Ladies' apparel
|
|
(1.3
|
)
|
|
2.2
|
|
Ladies' accessories and lingerie
|
|
(1.2
|
)
|
|
0.8
|
|
Juniors' and children's apparel
|
|
(1.0
|
)
|
|
3.9
|
|
Men's apparel and accessories
|
|
(2.4
|
)
|
|
1.6
|
|
Shoes
|
|
(0.5
|
)
|
|
0.8
|
|
Home and furniture
|
|
(7.4
|
)
|
|
(9.9
|
)
|
Construction segment
|
|
58.3
|
|
|
41.5
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Percent Change
|
||||||||||||||||
(in millions of dollars)
|
Fiscal
2015 |
|
Fiscal
2014 |
|
Fiscal
2013 |
|
2015 - 2014
|
|
2014 - 2013
|
|
2015 - 2014
|
|
2014- 2013
|
||||||||||||
Service charges and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail operations segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from Wells Fargo Alliance and former Synchrony Alliance
|
$
|
105.4
|
|
|
$
|
111.6
|
|
|
$
|
113.1
|
|
|
$
|
(6.2
|
)
|
|
$
|
(1.5
|
)
|
|
(5.6
|
)%
|
|
(1.3
|
)%
|
Leased department income
|
7.2
|
|
|
8.7
|
|
|
9.2
|
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|
(17.2
|
)
|
|
(5.4
|
)
|
|||||
Shipping and handling income
|
26.1
|
|
|
22.3
|
|
|
20.3
|
|
|
3.8
|
|
|
2.0
|
|
|
17.0
|
|
|
9.9
|
|
|||||
Other
|
17.7
|
|
|
15.6
|
|
|
17.2
|
|
|
2.1
|
|
|
(1.6
|
)
|
|
13.5
|
|
|
(9.3
|
)
|
|||||
|
156.4
|
|
|
158.2
|
|
|
159.8
|
|
|
(1.8
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
|||||
Construction segment
|
2.5
|
|
|
0.9
|
|
|
0.3
|
|
|
1.6
|
|
|
0.6
|
|
|
177.8
|
|
|
200.0
|
|
|||||
Total
|
$
|
158.9
|
|
|
$
|
159.1
|
|
|
$
|
160.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.0
|
)
|
|
(0.1
|
)%
|
|
(0.6
|
)%
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Gross profit:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
2,237,077
|
|
|
$
|
2,342,109
|
|
|
$
|
2,301,271
|
|
Construction segment
|
7,744
|
|
|
6,340
|
|
|
6,661
|
|
|||
Total gross profit
|
$
|
2,244,821
|
|
|
$
|
2,348,449
|
|
|
$
|
2,307,932
|
|
Gross profit as a percentage of segment net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
35.0
|
%
|
|
36.1
|
%
|
|
35.7
|
%
|
|||
Construction segment
|
3.7
|
|
|
4.9
|
|
|
7.2
|
|
|||
Total gross profit as a percentage of net sales
|
34.0
|
|
|
35.5
|
|
|
35.3
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
SG&A:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
1,664,301
|
|
|
$
|
1,658,994
|
|
|
$
|
1,627,053
|
|
Construction segment
|
5,615
|
|
|
4,865
|
|
|
4,983
|
|
|||
Total SG&A
|
$
|
1,669,916
|
|
|
$
|
1,663,859
|
|
|
$
|
1,632,036
|
|
SG&A as a percentage of segment net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
26.1
|
%
|
|
25.6
|
%
|
|
25.3
|
%
|
|||
Construction segment
|
2.7
|
|
|
3.7
|
|
|
5.4
|
|
|||
Total SG&A as a percentage of net sales
|
25.3
|
|
|
25.1
|
|
|
25.0
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
249,508
|
|
|
$
|
250,371
|
|
|
$
|
255,240
|
|
Construction segment
|
503
|
|
|
312
|
|
|
250
|
|
|||
Total depreciation and amortization
|
$
|
250,011
|
|
|
$
|
250,683
|
|
|
$
|
255,490
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Interest and debt expense (income), net:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
60,989
|
|
|
$
|
61,352
|
|
|
$
|
64,572
|
|
Construction segment
|
(66
|
)
|
|
(46
|
)
|
|
(67
|
)
|
|||
Total interest and debt expense, net
|
$
|
60,923
|
|
|
$
|
61,306
|
|
|
$
|
64,505
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Gain on disposal of assets:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
(12,619
|
)
|
|
$
|
(6,068
|
)
|
|
$
|
(12,376
|
)
|
Construction segment
|
(7
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Total gain on disposal of assets
|
$
|
(12,626
|
)
|
|
$
|
(6,069
|
)
|
|
$
|
(12,379
|
)
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Asset impairment and store closing charges:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,353
|
|
Construction segment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total asset impairment and store closing charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,353
|
|
|
|
|
|
|
|
|
Percent Change
|
||||||||||
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
2015 - 2014
|
|
2014 - 2013
|
||||||||
Operating Activities
|
$
|
450,226
|
|
|
$
|
611,589
|
|
|
$
|
501,757
|
|
|
(26.4
|
)%
|
|
21.9
|
%
|
Investing Activities
|
(132,939
|
)
|
|
(143,412
|
)
|
|
(76,628
|
)
|
|
7.3
|
|
|
(87.2
|
)
|
|||
Financing Activities
|
(518,170
|
)
|
|
(301,559
|
)
|
|
(312,055
|
)
|
|
(71.8
|
)
|
|
3.4
|
|
|||
Total Cash (Used) Provided
|
$
|
(200,883
|
)
|
|
$
|
166,618
|
|
|
$
|
113,074
|
|
|
|
|
|
|
|
(in thousands of dollars)
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Long-term debt
|
$
|
614,785
|
|
|
$
|
—
|
|
|
$
|
248,160
|
|
|
$
|
—
|
|
|
$
|
366,625
|
|
Interest on long-term debt
|
343,397
|
|
|
44,507
|
|
|
77,944
|
|
|
54,601
|
|
|
166,345
|
|
|||||
Subordinated debentures
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Interest on subordinated debentures
|
337,726
|
|
|
14,959
|
|
|
30,205
|
|
|
29,918
|
|
|
262,644
|
|
|||||
Capital lease obligations, including interest
|
12,149
|
|
|
3,791
|
|
|
5,127
|
|
|
2,505
|
|
|
726
|
|
|||||
Benefit plan participant payments
|
187,770
|
|
|
4,475
|
|
|
13,347
|
|
|
16,588
|
|
|
153,360
|
|
|||||
Purchase obligations(1)
|
1,270,193
|
|
|
1,270,193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases(2)
|
54,333
|
|
|
21,269
|
|
|
26,289
|
|
|
5,986
|
|
|
789
|
|
|||||
Total contractual cash obligations(3)(4)
|
$
|
3,020,353
|
|
|
$
|
1,359,194
|
|
|
$
|
401,072
|
|
|
$
|
109,598
|
|
|
$
|
1,150,489
|
|
(1)
|
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 $1,254.1 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.
|
(2)
|
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 2015.
|
(3)
|
The total liability for unrecognized tax benefits is $3.2 million, including tax, penalty, and interest. 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.
|
(4)
|
The Company is unable to reasonably estimate the timing of future cash flows of workers' compensation and general liability insurance reserves of $26.9 million and gift card liabilities of $18.7 million and have excluded these from the table above.
|
(in thousands of dollars)
Other Commercial Commitments
|
Total Amounts
Committed
|
|
Within 1 year
|
|
2 - 3 years
|
|
4 - 5 years
|
|
After
5 years
|
||||||||||
$1.0 billion line of credit, none outstanding(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Standby letters of credit
|
25,680
|
|
|
22,680
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|||||
Import letters of credit
|
119
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
25,799
|
|
|
$
|
22,799
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
At
January 30, 2016
, letters of credit totaling
$25.8 million
were issued under the credit agreement.
|
Expected Maturity Date
(fiscal year)
|
|
|
|
|
|
|
|||||||||||||||||||||||||
(in thousands of dollars)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Long-term debt
|
$
|
—
|
|
|
$
|
87,201
|
|
|
$
|
160,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
366,625
|
|
|
$
|
614,785
|
|
|
$
|
695,058
|
|
Average fixed interest rate
|
—
|
%
|
|
6.6
|
%
|
|
7.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.5
|
%
|
|
7.3
|
%
|
|
|
|
||||||||
Subordinated debentures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
204,080
|
|
Average interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
%
|
|
7.5
|
%
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
Number of securities to be
issued upon exercise of
outstanding options
|
|
Weighted average
exercise prices of
outstanding options
|
|
Number of securities
available for future
issuance under equity
compensation plans
|
||||
Equity compensation plans approved by stockholders*
|
—
|
|
|
$
|
—
|
|
|
8,756,907
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
8,756,907
|
|
*
|
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
|
|
|
Dillard's, Inc.
|
|
By:
|
/s/ PHILLIP R. WATTS
|
|
|
Phillip R. Watts
|
|
|
Senior Vice President, Co-Principal Financial Officer
and Principal Accounting Officer
|
|
|
|
|
By:
|
/s/ CHRIS B. JOHNSON
|
|
|
Chris B. Johnson
|
|
|
Senior Vice President and Co-Principal Financial
Officer
|
/s/ WILLIAM DILLARD, II
|
|
/s/ CHRIS B. JOHNSON
|
William Dillard, II
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
Chris B. Johnson
Senior Vice President and Co-Principal Financial
Officer
|
|
|
|
/s/ ALEX DILLARD
|
|
/s/ PHILLIP R. WATTS
|
Alex Dillard
President and Director
|
|
Phillip R. Watts
Senior Vice President, Co-Principal Financial Officer
and Principal Accounting Officer
|
|
|
|
/s/ MIKE DILLARD
|
|
/s/ DRUE MATHENY
|
Mike Dillard
Executive Vice President and Director
|
|
Drue Matheny
Executive Vice President and Director
|
|
|
|
/s/ ROBERT C. CONNOR
|
|
/s/ JAMES I. FREEMAN
|
Robert C. Connor
Director
|
|
James I. Freeman
Director
|
|
|
|
/s/ H. LEE HASTINGS
|
|
/s/ FRANK R. MORI
|
H. Lee Hastings
Director
|
|
Frank R. Mori
Director
|
|
|
|
/s/ REYNIE RUTLEDGE
|
|
/s/ WARREN A. STEPHENS
|
Reynie Rutledge
Director
|
|
Warren A. Stephens
Director
|
|
|
|
/s/ J. C. WATTS, JR.
|
|
/s/ NICK WHITE
|
J. C. Watts, Jr.
Director
|
|
Nick White
Director
|
|
Page
|
Consolidated Balance Sheets—January
30, 2016 and January 31, 2015
|
|
Consolidated Statements of Income—Fiscal years ended January 3
0, 2016, January 31, 2015 and February 1, 2014
|
|
Consolidated Statements of Comprehensive Income—Fiscal years ended January 3
0, 2016, January 31, 2015 and February 1, 2014
|
|
Consolidated Statements of Stockholders' Equity—Fiscal years ended January 3
0, 2016, January 31, 2015 and February 1, 2014
|
|
Consolidated Statements of Cash Flows—Fiscal years ended January 3
0, 2016, January 31, 2015 and February 1, 2014
|
|
Notes to Consolidated Financial Statements—Fiscal years ended January 3
0, 2016, January 31, 2015 and February 1, 2014
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
202,869
|
|
|
$
|
403,752
|
|
Restricted cash
|
—
|
|
|
7,346
|
|
||
Accounts receivable
|
47,138
|
|
|
56,510
|
|
||
Merchandise inventories
|
1,374,505
|
|
|
1,374,481
|
|
||
Other current assets
|
44,371
|
|
|
46,353
|
|
||
Total current assets
|
1,668,883
|
|
|
1,888,442
|
|
||
Property and equipment:
|
|
|
|
||||
Land and land improvements
|
64,313
|
|
|
67,918
|
|
||
Buildings and leasehold improvements
|
3,106,014
|
|
|
3,083,734
|
|
||
Furniture, fixtures and equipment
|
1,130,471
|
|
|
1,183,045
|
|
||
Buildings under construction
|
398
|
|
|
21,867
|
|
||
Buildings and equipment under capital leases
|
23,648
|
|
|
14,555
|
|
||
Less accumulated depreciation and amortization
|
(2,385,012
|
)
|
|
(2,341,948
|
)
|
||
|
1,939,832
|
|
|
2,029,171
|
|
||
Other assets
|
256,910
|
|
|
252,458
|
|
||
Total assets
|
$
|
3,865,625
|
|
|
$
|
4,170,071
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable and accrued expenses
|
$
|
691,310
|
|
|
$
|
730,422
|
|
Current portion of capital lease obligations
|
3,284
|
|
|
840
|
|
||
Federal and state income taxes
|
56,622
|
|
|
69,382
|
|
||
Total current liabilities
|
751,216
|
|
|
800,644
|
|
||
Long-term debt
|
614,785
|
|
|
614,785
|
|
||
Capital lease obligations
|
7,269
|
|
|
5,919
|
|
||
Other liabilities
|
238,980
|
|
|
250,455
|
|
||
Deferred income taxes
|
258,070
|
|
|
278,998
|
|
||
Subordinated debentures
|
200,000
|
|
|
200,000
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, Class A—119,767,148 and 119,731,790 shares issued; 31,909,989 and 37,181,368 shares outstanding
|
1,198
|
|
|
1,197
|
|
||
Common stock, Class B (convertible)—4,010,401 and 4,010,929 shares issued and outstanding
|
40
|
|
|
40
|
|
||
Additional paid-in capital
|
940,796
|
|
|
937,993
|
|
||
Accumulated other comprehensive loss
|
(17,118
|
)
|
|
(31,029
|
)
|
||
Retained earnings
|
3,994,211
|
|
|
3,734,891
|
|
||
Less treasury stock, at cost, Class A—87,857,159 and 82,550,422 shares
|
(3,123,822
|
)
|
|
(2,623,822
|
)
|
||
Total stockholders' equity
|
1,795,305
|
|
|
2,019,270
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,865,625
|
|
|
$
|
4,170,071
|
|
|
Years Ended
|
||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
Net sales
|
$
|
6,595,626
|
|
|
$
|
6,621,054
|
|
|
$
|
6,531,647
|
|
Service charges and other income
|
158,919
|
|
|
159,075
|
|
|
160,130
|
|
|||
|
6,754,545
|
|
|
6,780,129
|
|
|
6,691,777
|
|
|||
Cost of sales
|
4,350,805
|
|
|
4,272,605
|
|
|
4,223,715
|
|
|||
Selling, general and administrative expenses
|
1,669,916
|
|
|
1,663,859
|
|
|
1,632,036
|
|
|||
Depreciation and amortization
|
250,011
|
|
|
250,683
|
|
|
255,490
|
|
|||
Rentals
|
26,732
|
|
|
26,977
|
|
|
26,833
|
|
|||
Interest and debt expense, net
|
60,923
|
|
|
61,306
|
|
|
64,505
|
|
|||
Gain on disposal of assets
|
(12,626
|
)
|
|
(6,069
|
)
|
|
(12,379
|
)
|
|||
Asset impairment and store closing charges
|
—
|
|
|
—
|
|
|
5,353
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
408,784
|
|
|
510,768
|
|
|
496,224
|
|
|||
Income taxes
|
140,770
|
|
|
179,480
|
|
|
173,400
|
|
|||
Income on and equity in losses of joint ventures
|
1,356
|
|
|
565
|
|
|
847
|
|
|||
Net income
|
$
|
269,370
|
|
|
$
|
331,853
|
|
|
$
|
323,671
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.91
|
|
|
$
|
7.79
|
|
|
$
|
7.10
|
|
Diluted
|
6.91
|
|
|
7.79
|
|
|
7.10
|
|
|
Years Ended
|
||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
Net income
|
$
|
269,370
|
|
|
$
|
331,853
|
|
|
$
|
323,671
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $8,574, $(4,235) and $4,452)
|
13,911
|
|
|
(6,955
|
)
|
|
7,201
|
|
|||
Comprehensive income
|
$
|
283,281
|
|
|
$
|
324,898
|
|
|
$
|
330,872
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||||
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
|
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Total
|
||||||||||||||||||||||
Balance, February 2, 2013
|
$
|
1,197
|
|
|
$
|
40
|
|
|
$
|
932,495
|
|
|
$
|
(31,275
|
)
|
|
$
|
3,099,566
|
|
|
$
|
(2,031,848
|
)
|
|
$
|
1,970,175
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323,671
|
|
|
—
|
|
|
323,671
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,201
|
|
|
—
|
|
|
—
|
|
|
7,201
|
|
|||||||
Issuance of 30,452 shares under stock bonus plans
|
—
|
|
|
—
|
|
|
2,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,713
|
|
|||||||
Purchase of 3,851,516 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301,566
|
)
|
|
(301,566
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.22 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,997
|
)
|
|
—
|
|
|
(9,997
|
)
|
|||||||
Balance, February 1, 2014
|
1,197
|
|
|
40
|
|
|
935,208
|
|
|
(24,074
|
)
|
|
3,413,240
|
|
|
(2,333,414
|
)
|
|
1,992,197
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331,853
|
|
|
—
|
|
|
331,853
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,955
|
)
|
|
—
|
|
|
—
|
|
|
(6,955
|
)
|
|||||||
Issuance of 24,864 shares under stock bonus plans
|
—
|
|
|
—
|
|
|
2,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,785
|
|
|||||||
Purchase of 2,780,743 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(290,408
|
)
|
|
(290,408
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.24 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,202
|
)
|
|
—
|
|
|
(10,202
|
)
|
|||||||
Balance, January 31, 2015
|
1,197
|
|
|
40
|
|
|
937,993
|
|
|
(31,029
|
)
|
|
3,734,891
|
|
|
(2,623,822
|
)
|
|
2,019,270
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269,370
|
|
|
—
|
|
|
269,370
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,911
|
|
|
—
|
|
|
—
|
|
|
13,911
|
|
|||||||
Issuance of 34,830 shares under stock bonus plans
|
1
|
|
|
—
|
|
|
2,803
|
|
|
—
|
|
|
—
|
|
|
|
|
|
2,804
|
|
|||||||
Purchase of 5,306,737 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500,000
|
)
|
|
(500,000
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.26 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,050
|
)
|
|
—
|
|
|
(10,050
|
)
|
|||||||
Balance, January 30, 2016
|
$
|
1,198
|
|
|
$
|
40
|
|
|
$
|
940,796
|
|
|
$
|
(17,118
|
)
|
|
$
|
3,994,211
|
|
|
$
|
(3,123,822
|
)
|
|
$
|
1,795,305
|
|
|
Years Ended
|
||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
269,370
|
|
|
$
|
331,853
|
|
|
$
|
323,671
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and other deferred cost
|
252,147
|
|
|
252,334
|
|
|
257,237
|
|
|||
Deferred income taxes
|
(35,975
|
)
|
|
(30,927
|
)
|
|
(7,329
|
)
|
|||
Gain on disposal of assets
|
(12,626
|
)
|
|
(6,069
|
)
|
|
(12,379
|
)
|
|||
Asset impairment and store closing charges
|
—
|
|
|
—
|
|
|
5,353
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
9,372
|
|
|
(25,670
|
)
|
|
679
|
|
|||
Increase in merchandise inventories
|
(24
|
)
|
|
(29,160
|
)
|
|
(50,740
|
)
|
|||
Decrease (increase) in other current assets
|
2,911
|
|
|
1,406
|
|
|
(4,272
|
)
|
|||
Decrease in other assets
|
2,939
|
|
|
1,031
|
|
|
3,810
|
|
|||
(Decrease) increase in trade accounts payable and accrued expenses and other liabilities
|
(33,702
|
)
|
|
104,923
|
|
|
(21,752
|
)
|
|||
(Decrease) increase in income taxes payable
|
(4,186
|
)
|
|
11,868
|
|
|
7,479
|
|
|||
Net cash provided by operating activities
|
450,226
|
|
|
611,589
|
|
|
501,757
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(165,788
|
)
|
|
(151,888
|
)
|
|
(94,923
|
)
|
|||
Proceeds from disposal of assets
|
25,503
|
|
|
14,767
|
|
|
18,295
|
|
|||
Decrease (increase) in restricted cash
|
7,346
|
|
|
(7,346
|
)
|
|
—
|
|
|||
Distribution from joint venture
|
—
|
|
|
1,055
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(132,939
|
)
|
|
(143,412
|
)
|
|
(76,628
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Principal payments on long-term debt and capital lease obligations
|
(5,299
|
)
|
|
(784
|
)
|
|
(1,691
|
)
|
|||
Cash dividends paid
|
(10,008
|
)
|
|
(10,367
|
)
|
|
(7,361
|
)
|
|||
Purchase of treasury stock
|
(500,000
|
)
|
|
(290,408
|
)
|
|
(301,566
|
)
|
|||
Issuance cost of line of credit
|
(2,863
|
)
|
|
—
|
|
|
(1,437
|
)
|
|||
Net cash used in financing activities
|
(518,170
|
)
|
|
(301,559
|
)
|
|
(312,055
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(200,883
|
)
|
|
166,618
|
|
|
113,074
|
|
|||
Cash and cash equivalents, beginning of year
|
403,752
|
|
|
237,134
|
|
|
124,060
|
|
|||
Cash and cash equivalents, end of year
|
$
|
202,869
|
|
|
$
|
403,752
|
|
|
$
|
237,134
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
10,909
|
|
|
$
|
12,051
|
|
|
$
|
9,775
|
|
Stock awards
|
2,803
|
|
|
2,785
|
|
|
2,713
|
|
|||
Capital lease transactions
|
9,093
|
|
|
—
|
|
|
—
|
|
Buildings and leasehold improvements
|
20 - 40 years
|
Furniture, fixtures and equipment
|
3 - 10 years
|
|
Percentage of Net Sales
|
|||||||
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|||
Retail operations segment:
|
|
|
|
|
|
|||
Cosmetics
|
14
|
%
|
|
14
|
%
|
|
15
|
%
|
Ladies' apparel
|
22
|
|
|
22
|
|
|
22
|
|
Ladies' accessories and lingerie
|
16
|
|
|
16
|
|
|
16
|
|
Juniors' and children's apparel
|
8
|
|
|
9
|
|
|
8
|
|
Men's apparel and accessories
|
17
|
|
|
17
|
|
|
17
|
|
Shoes
|
16
|
|
|
16
|
|
|
16
|
|
Home and furniture
|
4
|
|
|
4
|
|
|
5
|
|
|
97
|
|
|
98
|
|
|
99
|
|
Construction segment
|
3
|
|
|
2
|
|
|
1
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2015
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,388,769
|
|
|
$
|
206,857
|
|
|
$
|
6,595,626
|
|
Gross profit
|
2,237,077
|
|
|
7,744
|
|
|
2,244,821
|
|
|||
Depreciation and amortization
|
249,508
|
|
|
503
|
|
|
250,011
|
|
|||
Interest and debt expense (income), net
|
60,989
|
|
|
(66
|
)
|
|
60,923
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
404,582
|
|
|
4,202
|
|
|
408,784
|
|
|||
Income on and equity in losses of joint ventures
|
1,356
|
|
|
—
|
|
|
1,356
|
|
|||
Total assets
|
3,804,718
|
|
|
60,907
|
|
|
3,865,625
|
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2014
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,490,387
|
|
|
$
|
130,667
|
|
|
$
|
6,621,054
|
|
Gross profit
|
2,342,109
|
|
|
6,340
|
|
|
2,348,449
|
|
|||
Depreciation and amortization
|
250,371
|
|
|
312
|
|
|
250,683
|
|
|||
Interest and debt expense (income), net
|
61,352
|
|
|
(46
|
)
|
|
61,306
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
508,730
|
|
|
2,038
|
|
|
510,768
|
|
|||
Income on and equity in losses of joint ventures
|
565
|
|
|
—
|
|
|
565
|
|
|||
Total assets
|
4,111,744
|
|
|
58,327
|
|
|
4,170,071
|
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2013
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,439,304
|
|
|
$
|
92,343
|
|
|
$
|
6,531,647
|
|
Gross profit
|
2,301,271
|
|
|
6,661
|
|
|
2,307,932
|
|
|||
Depreciation and amortization
|
255,240
|
|
|
250
|
|
|
255,490
|
|
|||
Interest and debt expense (income), net
|
64,572
|
|
|
(67
|
)
|
|
64,505
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
494,452
|
|
|
1,772
|
|
|
496,224
|
|
|||
Income on and equity in losses of joint ventures
|
847
|
|
|
—
|
|
|
847
|
|
|||
Total assets
|
4,011,771
|
|
|
38,968
|
|
|
4,050,739
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Long-term debt:
|
|
|
|
|
|
||||||
Interest
|
$
|
57,346
|
|
|
$
|
57,739
|
|
|
$
|
59,462
|
|
Amortization of debt expense
|
1,555
|
|
|
1,438
|
|
|
1,641
|
|
|||
|
58,901
|
|
|
59,177
|
|
|
61,103
|
|
|||
Interest on capital lease obligations
|
588
|
|
|
644
|
|
|
796
|
|
|||
Revolving credit facility expenses
|
2,739
|
|
|
2,719
|
|
|
3,628
|
|
|||
Investment interest income
|
(1,305
|
)
|
|
(1,234
|
)
|
|
(1,022
|
)
|
|||
|
$
|
60,923
|
|
|
$
|
61,306
|
|
|
$
|
64,505
|
|
(in thousands of dollars)
|
January 30, 2016
|
|
January 31, 2015
|
||||
Trade accounts payable
|
$
|
494,268
|
|
|
$
|
530,809
|
|
Accrued expenses:
|
|
|
|
||||
Taxes, other than income
|
59,138
|
|
|
61,341
|
|
||
Salaries, wages and employee benefits
|
57,240
|
|
|
59,626
|
|
||
Liability to customers
|
56,397
|
|
|
51,931
|
|
||
Interest
|
13,301
|
|
|
13,486
|
|
||
Rent
|
3,631
|
|
|
3,934
|
|
||
Other
|
7,335
|
|
|
9,295
|
|
||
|
$
|
691,310
|
|
|
$
|
730,422
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
173,786
|
|
|
$
|
206,387
|
|
|
$
|
176,291
|
|
State
|
2,959
|
|
|
4,020
|
|
|
4,438
|
|
|||
|
176,745
|
|
|
210,407
|
|
|
180,729
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(33,708
|
)
|
|
(32,051
|
)
|
|
(8,990
|
)
|
|||
State
|
(2,267
|
)
|
|
1,124
|
|
|
1,661
|
|
|||
|
(35,975
|
)
|
|
(30,927
|
)
|
|
(7,329
|
)
|
|||
|
$
|
140,770
|
|
|
$
|
179,480
|
|
|
$
|
173,400
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Income tax at the statutory federal rate (inclusive of income on and equity in losses of joint ventures)
|
$
|
143,549
|
|
|
$
|
178,967
|
|
|
$
|
173,975
|
|
State income taxes, net of federal benefit (inclusive of income on and equity in losses of joint ventures)
|
2,488
|
|
|
4,426
|
|
|
8,013
|
|
|||
Net changes in unrecognized tax benefits, interest and penalties /reserves
|
(367
|
)
|
|
(1,386
|
)
|
|
(481
|
)
|
|||
Tax benefit of federal credits
|
(2,018
|
)
|
|
(2,810
|
)
|
|
(3,037
|
)
|
|||
Changes in cash surrender value of life insurance policies
|
(705
|
)
|
|
(731
|
)
|
|
(986
|
)
|
|||
Changes in valuation allowance
|
(1,473
|
)
|
|
1,485
|
|
|
(5,501
|
)
|
|||
Tax benefit of dividends paid to ESOP
|
(763
|
)
|
|
(802
|
)
|
|
(581
|
)
|
|||
Other
|
59
|
|
|
331
|
|
|
1,998
|
|
|||
|
$
|
140,770
|
|
|
$
|
179,480
|
|
|
$
|
173,400
|
|
(in thousands of dollars)
|
January 30,
2016 |
|
January 31,
2015 |
||||
Property and equipment bases and depreciation differences
|
$
|
245,404
|
|
|
$
|
265,764
|
|
Prepaid expenses
|
57,672
|
|
|
58,998
|
|
||
Joint venture bases differences
|
12,985
|
|
|
14,351
|
|
||
Differences between book and tax bases of inventory
|
43,116
|
|
|
52,486
|
|
||
Other
|
6,551
|
|
|
3,599
|
|
||
Total deferred tax liabilities
|
365,728
|
|
|
395,198
|
|
||
Accruals not currently deductible
|
(88,277
|
)
|
|
(90,192
|
)
|
||
Net operating loss carryforwards
|
(74,094
|
)
|
|
(77,774
|
)
|
||
State income taxes
|
(1,123
|
)
|
|
(1,320
|
)
|
||
Other
|
(3,361
|
)
|
|
(1,573
|
)
|
||
Total deferred tax assets
|
(166,855
|
)
|
|
(170,859
|
)
|
||
Net operating loss valuation allowance
|
52,724
|
|
|
54,659
|
|
||
Net deferred tax assets
|
(114,131
|
)
|
|
(116,200
|
)
|
||
Net deferred income taxes
|
$
|
251,597
|
|
|
$
|
278,998
|
|
(in thousands of dollars)
|
January 30,
2016 |
|
January 31,
2015 |
||||
Net deferred tax assets—other assets
|
$
|
(6,473
|
)
|
|
$
|
—
|
|
Net deferred tax liabilities—deferred income taxes
|
258,070
|
|
|
278,998
|
|
||
Net deferred income taxes
|
$
|
251,597
|
|
|
$
|
278,998
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Unrecognized tax benefits at beginning of period
|
$
|
4,806
|
|
|
$
|
6,538
|
|
|
$
|
5,432
|
|
Gross increases—tax positions in prior period
|
—
|
|
|
55
|
|
|
967
|
|
|||
Gross decreases—tax positions in prior period
|
(734
|
)
|
|
(1,689
|
)
|
|
(733
|
)
|
|||
Gross increases—current period tax positions
|
317
|
|
|
665
|
|
|
1,207
|
|
|||
Settlements
|
—
|
|
|
(545
|
)
|
|
(335
|
)
|
|||
Lapse of statutes of limitation
|
(124
|
)
|
|
(218
|
)
|
|
—
|
|
|||
Unrecognized tax benefits at end of period
|
$
|
4,265
|
|
|
$
|
4,806
|
|
|
$
|
6,538
|
|
(in thousands of dollars)
|
January 30,
2016 |
|
January 31,
2015 |
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
196,922
|
|
|
$
|
173,870
|
|
Service cost
|
3,932
|
|
|
4,396
|
|
||
Interest cost
|
6,736
|
|
|
7,644
|
|
||
Actuarial (gain) loss
|
(18,788
|
)
|
|
13,850
|
|
||
Benefits paid
|
(3,992
|
)
|
|
(2,838
|
)
|
||
Benefit obligation at end of year
|
$
|
184,810
|
|
|
$
|
196,922
|
|
Change in Pension Plan assets:
|
|
|
|
||||
Fair value of Pension Plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contribution
|
3,992
|
|
|
2,838
|
|
||
Benefits paid
|
(3,992
|
)
|
|
(2,838
|
)
|
||
Fair value of Pension Plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status (Pension Plan assets less benefit obligation)
|
$
|
(184,810
|
)
|
|
$
|
(196,922
|
)
|
Amounts recognized in the balance sheets:
|
|
|
|
||||
Accrued benefit liability
|
$
|
(184,810
|
)
|
|
$
|
(196,922
|
)
|
Net amount recognized
|
$
|
(184,810
|
)
|
|
$
|
(196,922
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial loss
|
$
|
27,669
|
|
|
$
|
50,153
|
|
Prior service cost
|
—
|
|
|
—
|
|
||
Net amount recognized
|
$
|
27,669
|
|
|
$
|
50,153
|
|
The estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic cost in 2016:
|
|
|
|
||||
Net actuarial loss
|
$
|
1,204
|
|
|
|
||
Prior service cost
|
—
|
|
|
|
|||
Net amount recognized
|
$
|
1,204
|
|
|
|
|
|
|
|
|
|
||||
Accumulated benefit obligation at end of year
|
$
|
(177,228
|
)
|
|
$
|
(188,126
|
)
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|||
Discount rate—net periodic pension cost
|
3.5
|
%
|
|
4.4
|
%
|
|
4.1
|
%
|
Discount rate—benefit obligations
|
4.2
|
%
|
|
3.5
|
%
|
|
4.4
|
%
|
Rate of compensation increases
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Components of net periodic benefit costs:
|
|
|
|
|
|
||||||
Service cost
|
$
|
3,932
|
|
|
$
|
4,396
|
|
|
$
|
4,237
|
|
Interest cost
|
6,736
|
|
|
7,644
|
|
|
6,782
|
|
|||
Net actuarial loss
|
3,697
|
|
|
2,660
|
|
|
3,012
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
96
|
|
|||
Plan curtailment gain
|
—
|
|
|
—
|
|
|
(1,480
|
)
|
|||
Net periodic benefit costs
|
$
|
14,365
|
|
|
$
|
14,700
|
|
|
$
|
12,647
|
|
Other changes in benefit obligations recognized in other comprehensive (income) loss:
|
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
$
|
(22,485
|
)
|
|
$
|
11,190
|
|
|
$
|
(4,225
|
)
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||
Total recognized in other comprehensive (income) loss
|
$
|
(22,485
|
)
|
|
$
|
11,190
|
|
|
$
|
(4,321
|
)
|
Total recognized in net periodic benefit costs and other comprehensive income or loss
|
$
|
(8,120
|
)
|
|
$
|
25,890
|
|
|
$
|
8,326
|
|
Type
|
Par
Value
|
|
Shares
Authorized
|
|||
Preferred (5% cumulative)
|
$
|
100.00
|
|
|
5,000
|
|
Additional preferred
|
$
|
0.01
|
|
|
10,000,000
|
|
Class A, common
|
$
|
0.01
|
|
|
289,000,000
|
|
Class B, common
|
$
|
0.01
|
|
|
11,000,000
|
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Cost of shares repurchased
|
|
$
|
500,000
|
|
|
$
|
290,408
|
|
|
$
|
301,566
|
|
Number of shares repurchased
|
|
5,307
|
|
|
2,781
|
|
|
3,852
|
|
|||
Average price per share
|
|
$
|
94.22
|
|
|
$
|
104.44
|
|
|
$
|
78.30
|
|
|
|
Amount
Reclassified
from AOCL
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
|||||
Details about AOCL Components
|
|
Fiscal 2015
|
Fiscal 2014
|
|
|||||
Defined benefit pension plan items
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
|
$
|
—
|
|
$
|
—
|
|
|
(1)
|
Amortization of actuarial losses
|
|
3,697
|
|
2,660
|
|
|
(1)
|
||
|
|
3,697
|
|
2,660
|
|
|
Total before tax
|
||
|
|
1,410
|
|
1,017
|
|
|
Income tax expense
|
||
|
|
$
|
2,287
|
|
$
|
1,643
|
|
|
Total net of tax
|
|
|
Defined Benefit
Pension Plan Items |
|||||
|
|
Fiscal 2015
|
Fiscal 2014
|
||||
Beginning balance
|
|
$
|
31,029
|
|
$
|
24,074
|
|
|
|
|
|
||||
Other comprehensive (income) loss before reclassifications
|
|
(11,624
|
)
|
8,598
|
|
||
Amounts reclassified from AOCL
|
|
(2,287
|
)
|
(1,643
|
)
|
||
Net other comprehensive (income) loss
|
|
(13,911
|
)
|
6,955
|
|
||
|
|
|
|
||||
Ending balance
|
|
$
|
17,118
|
|
$
|
31,029
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||||||||||||||
(in thousands, except per share data)
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Net earnings available for per-share calculation
|
$
|
269,370
|
|
|
$
|
269,370
|
|
|
$
|
331,853
|
|
|
$
|
331,853
|
|
|
$
|
323,671
|
|
|
$
|
323,671
|
|
Average shares of common stock outstanding
|
39,005
|
|
|
39,005
|
|
|
42,603
|
|
|
42,603
|
|
|
45,586
|
|
|
45,586
|
|
||||||
Dilutive effect of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total average equivalent shares
|
39,005
|
|
|
39,005
|
|
|
42,603
|
|
|
42,603
|
|
|
45,586
|
|
|
45,586
|
|
||||||
Per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
6.91
|
|
|
$
|
6.91
|
|
|
$
|
7.79
|
|
|
$
|
7.79
|
|
|
$
|
7.10
|
|
|
$
|
7.10
|
|
(in thousands of dollars)
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Operating leases:
|
|
|
|
|
|
||||||
Buildings:
|
|
|
|
|
|
||||||
Minimum rentals
|
$
|
15,546
|
|
|
$
|
15,699
|
|
|
$
|
15,767
|
|
Contingent rentals
|
4,914
|
|
|
4,959
|
|
|
5,196
|
|
|||
Equipment
|
6,272
|
|
|
6,319
|
|
|
5,870
|
|
|||
|
$
|
26,732
|
|
|
$
|
26,977
|
|
|
$
|
26,833
|
|
(in thousands of dollars)
Fiscal Year
|
Operating
Leases
|
|
Capital
Leases
|
||||
2016
|
$
|
21,269
|
|
|
$
|
3,791
|
|
2017
|
15,748
|
|
|
3,699
|
|
||
2018
|
10,541
|
|
|
1,428
|
|
||
2019
|
4,368
|
|
|
1,428
|
|
||
2020
|
1,618
|
|
|
1,077
|
|
||
After 2020
|
789
|
|
|
726
|
|
||
Total minimum lease payments
|
$
|
54,333
|
|
|
12,149
|
|
|
Less amount representing interest
|
|
|
|
(1,596
|
)
|
||
Present value of net minimum lease payments (of which $3,284 is currently payable)
|
|
|
|
$
|
10,553
|
|
|
Fiscal 2015, Three Months Ended
|
||||||||||||||
(in thousands of dollars, except per share data)
|
May 2
|
|
August 1
|
|
October 31
|
|
January 30
|
||||||||
Net sales
|
$
|
1,573,493
|
|
|
$
|
1,513,778
|
|
|
$
|
1,434,654
|
|
|
$
|
2,073,701
|
|
Gross profit
|
613,074
|
|
|
493,447
|
|
|
521,734
|
|
|
616,566
|
|
||||
Net income
|
109,571
|
|
|
29,950
|
|
|
45,744
|
|
|
84,105
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
2.66
|
|
|
$
|
0.75
|
|
|
$
|
1.19
|
|
|
$
|
2.31
|
|
|
Fiscal 2014, Three Months Ended
|
||||||||||||||
(in thousands of dollars, except per share data)
|
May 3
|
|
August 2
|
|
November 1
|
|
January 31
|
||||||||
Net sales
|
$
|
1,551,314
|
|
|
$
|
1,474,484
|
|
|
$
|
1,459,781
|
|
|
$
|
2,135,475
|
|
Gross profit
|
612,090
|
|
|
498,215
|
|
|
535,338
|
|
|
702,806
|
|
||||
Net income
|
111,683
|
|
|
34,449
|
|
|
55,231
|
|
|
130,490
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
2.56
|
|
|
$
|
0.80
|
|
|
$
|
1.30
|
|
|
$
|
3.17
|
|
•
|
a
$3.1 million
pretax gain (
$2.0 million
after tax or
$0.06
per share) primarily related to the sale of one retail store location.
|
•
|
a
$9.4 million
pretax gain (
$6.0 million
after tax or
$0.16
per share) primarily related to the sale of three retail store locations.
|
•
|
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.
|
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
|
+
|
A management contract or compensatory plan or arrangement.
|
b.
|
"Bonus Grant Date" shall mean and refer to the Friday next preceding the last day of the Company's fiscal year in which the Plan Year ends; provided
,
however
,
the first Bonus Grant Date shall not occur prior to the ratification and adoption of this Plan by stockholders of the Company.
|
c.
|
"Broker
"
shall mean and refer to the brokerage or other company selected to purchase Common Stock pursuant to the Plan.
|
e.
|
"Committee" shall mean the Compensation Committee of the Board or any successor thereto or such other Committee designated by the Board.
|
f
|
"Common Stock
"
shall mean the Common Stock, Class A, par value $0.01, of the Company which is issued and outstanding
,
treasury stock or authorized but unissued.
|
h.
|
"Compensation" shall mean the Employee's base salary
,
plus the April bonus
,
if any
,
for the applicable Plan Year
,
but excluding any commissions or compensation received as an employee of an employer prior to the Company acquiring a controlling ownership interest in the employer.
|
i.
|
"Effective Date" shall mean December 20
,
2004.
|
j.
|
"Eligible Employee
"
shall mean an Employee who is eligible to participate for the applicable Plan Year pursuant to the requirements of Paragraph 2.
|
1.
|
"ESOP
"
shall mean the Dillard
'
s, Inc. Investment & Employee Stock Ownership Plan for Full Time Employees.
|
m.
|
"Highly Compensated Employee
"
shall mean any Employee who is a Highly Compensated Employee as defined in Section 414(q) of the Code.
|
p.
|
"Share or Shares" shall mean a single share or shares of Common Stock. The aggregate number of Shares which may be allocated under this Plan shall not exceed 1,600,000 Shares, or the equivalent number thereto in the event of a change in the number
of the
issued shares after the Effective Date.
|
Name
|
|
State or Other
Jurisdiction of
Incorporation/
Organization
|
|
Name Under Which Subsidiary Is Doing Business
|
Condev Nevada, Inc.
|
|
Nevada
|
|
Condev Nevada, Inc. and Dillard's
|
Dillard Store Services, Inc.
|
|
Arizona
|
|
Dillard Store Services, Inc. and Dillard's
|
CDI Contractors, Inc.
|
|
Arkansas
|
|
CDI Contractors, Inc.
|
CDI Contractors, LLC
|
|
Arkansas
|
|
CDI Contractors, LLC
|
Construction Developers, Inc.
|
|
Arkansas
|
|
Construction Developers, Inc. and Dillard's
|
Dillard International, Inc.
|
|
Nevada
|
|
Dillard International, Inc. and Dillard's
|
Dillard Investment Co., Inc.
|
|
Delaware
|
|
Dillard Investment Co., Inc.
|
Dillard's Dollars, Inc.
|
|
Arkansas
|
|
Dillard's Dollars, Inc. and Dillard's
|
The Higbee Company
|
|
Delaware
|
|
The Higbee Company and Dillard's
|
U. S. Alpha, Inc.
|
|
Nevada
|
|
U. S. Alpha, Inc. and Dillard's
|
Dillard Texas, LLC
|
|
Texas
|
|
Dillard Texas, LLC and Dillard's
|
Dillard Tennessee Operating Limited Partnership
|
|
Tennessee
|
|
Dillard Tennessee Operating Limited Partnership and Dillard's
|
Dillard's Insurance Company Limited
|
|
Bermuda
|
|
Dillard's Insurance Company Limited
|
Dillard Texas Four-Point, LLC
|
|
Delaware
|
|
Dillard Texas Four-Point, LLC and Dillard's
|
Dillard Texas East, LLC
|
|
Delaware
|
|
Dillard Texas East, LLC and Dillard's
|
Dillard Texas South, LLC
|
|
Delaware
|
|
Dillard Texas South, LLC and Dillard's
|
Dillard Texas Central, LLC
|
|
Delaware
|
|
Dillard Texas Central, LLC and Dillard's
|
DSS Uniter, LLC
|
|
Delaware
|
|
DSS Uniter, LLC and Dillard's
|
Higbee GAK, LP
|
|
Delaware
|
|
Higbee GAK, LP and Dillard's
|
Higbee Lancoms, LP
|
|
Delaware
|
|
Higbee Lancoms, LP and Dillard's
|
Higbee Salva, LP
|
|
Delaware
|
|
Higbee Salva, LP and Dillard's
|
Higbee West Main, LP
|
|
Delaware
|
|
Higbee West Main, LP and Dillard's
|
Dillard's Properties, Inc.
|
|
Delaware
|
|
Dillard's Properties, Inc.
|
West Main GP, LLC
|
|
Delaware
|
|
West Main GP, LLC
|
GAK GP, LLC
|
|
Delaware
|
|
GAK GP, LLC
|
Lancoms GP, LLC
|
|
Delaware
|
|
Lancoms, GP, LLC
|
Salva GP, LLC
|
|
Delaware
|
|
Salva GP, LLC
|
Higbee Investco, LLC
|
|
Delaware
|
|
Higbee Investco, LLC
|
1.
|
I have reviewed this annual report on Form 10-K of Dillard's, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ WILLIAM DILLARD, II
|
William Dillard, II
|
Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Dillard's, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ PHILLIP R. WATTS
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Phillip R. Watts
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Senior Vice President, Co-Principal Financial Officer and
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Principal Accounting Officer
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1.
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I have reviewed this annual report on Form 10-K of Dillard's, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ CHRIS B. JOHNSON
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Chris B. Johnson
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Senior Vice President and Co-Principal Financial Officer
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(1)
|
The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ WILLIAM DILLARD, II
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William Dillard, II
|
Chairman of the Board and Chief Executive Officer
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(1)
|
The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ PHILLIP R. WATTS
|
Phillip R. Watts
|
Senior Vice President, Co-Principal Financial Officer and
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Principal Accounting Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ CHRIS B. JOHNSON
|
Chris B. Johnson
|
Senior Vice President and Co-Principal Financial Officer
|