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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dillards Inc | NYSE:DDS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-13.07 | -2.91% | 435.33 | 447.18 | 433.97 | 444.11 | 34,780 | 17:46:01 |
(Mark one)
|
|
|
ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended February 3, 2018
|
||
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)
|
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
|
|
Smaller Reporting Company
o
|
|
|
Non-Accelerated Filer
o
(Do not check if a
smaller reporting company)
|
|
|
|
Emerging Growth Company
o
|
|
|
CLASS A COMMON STOCK, $0.01 par value
|
23,909,448
|
|
CLASS B COMMON STOCK, $0.01 par value
|
4,010,401
|
|
Item No.
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
|
Percentage of Net Sales
|
|||||||
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|||
Retail operations segment:
|
|
|
|
|
|
|||
Cosmetics
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Ladies' apparel
|
23
|
|
|
22
|
|
|
22
|
|
Ladies' accessories and lingerie
|
16
|
|
|
16
|
|
|
16
|
|
Juniors' and children's apparel
|
8
|
|
|
8
|
|
|
8
|
|
Men's apparel and accessories
|
17
|
|
|
17
|
|
|
17
|
|
Shoes
|
16
|
|
|
16
|
|
|
16
|
|
Home and furniture
|
4
|
|
|
4
|
|
|
4
|
|
|
98
|
|
|
97
|
|
|
97
|
|
Construction segment
|
2
|
|
|
3
|
|
|
3
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Location
|
Number
of stores
|
|
Owned
Stores
|
|
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
|
5
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Kentucky
|
6
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Louisiana
|
15
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Missouri
|
9
|
|
|
6
|
|
|
1
|
|
|
2
|
|
|
—
|
|
Mississippi
|
6
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Montana
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
North Carolina
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nebraska
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
New Mexico
|
6
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Nevada
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ohio
|
14
|
|
|
11
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Oklahoma
|
10
|
|
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
South Carolina
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tennessee
|
10
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Texas
|
57
|
|
|
44
|
|
|
7
|
|
|
1
|
|
|
5
|
|
Utah
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Virginia
|
6
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Wyoming
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
292
|
|
|
247
|
|
|
27
|
|
|
11
|
|
|
7
|
|
Facility
|
Location
|
|
Square Feet
|
|
Owned /
Leased
|
|
Distribution Centers:
|
Mabelvale, Arkansas
|
|
400,000
|
|
|
Owned
|
|
Gilbert, Arizona
|
|
295,000
|
|
|
Owned
|
|
Valdosta, Georgia
|
|
370,000
|
|
|
Owned
|
|
Olathe, Kansas
|
|
500,000
|
|
|
Owned
|
|
Salisbury, North Carolina
|
|
355,000
|
|
|
Owned
|
|
Ft. Worth, Texas
|
|
700,000
|
|
|
Owned
|
Internet Fulfillment Center
|
Maumelle, Arkansas
|
|
850,000
|
|
|
Owned
|
Dillard's Executive Offices
|
Little Rock, Arkansas
|
|
333,000
|
|
|
Owned
|
CDI Contractors, LLC Executive Office
|
Little Rock, Arkansas
|
|
25,000
|
|
|
Owned
|
CDI Storage Facilities
|
Maumelle, Arkansas
|
|
66,000
|
|
|
Owned
|
Total
|
|
|
3,894,000
|
|
|
|
Name
|
|
Age
|
|
Position & Office
|
|
Held Present
Office Since
|
|
Family Relationship to CEO
|
|
William Dillard, II
|
|
73
|
|
|
Director; Chief Executive Officer
|
|
1998
|
|
Not applicable
|
Alex Dillard
|
|
68
|
|
|
Director; President
|
|
1998
|
|
Brother of William Dillard, II
|
Mike Dillard
|
|
66
|
|
|
Director; Executive Vice President
|
|
1984
|
|
Brother of William Dillard, II
|
Drue Matheny
|
|
71
|
|
|
Director; Executive Vice President
|
|
1998
|
|
Sister of William Dillard, II
|
Chris B. Johnson (1)
|
|
46
|
|
|
Senior Vice President; Co-Principal Financial Officer
|
|
2015
|
|
None
|
Phillip R. Watts (2)
|
|
55
|
|
|
Senior Vice President; Co-Principal Financial Officer and Principal Accounting Officer
|
|
2015
|
|
None
|
William Dillard, III (3)
|
|
47
|
|
|
Senior Vice President
|
|
2015
|
|
Son of William Dillard, II
|
Denise Mahaffy (4)
|
|
60
|
|
|
Senior Vice President
|
|
2015
|
|
Sister of William Dillard, II
|
Dean L. Worley (5)
|
|
52
|
|
|
Vice President; General Counsel
|
|
2012
|
|
None
|
Mike McNiff
|
|
65
|
|
|
Vice President
|
|
1995
|
|
None
|
Brant Musgrave (6)
|
|
45
|
|
|
Vice President
|
|
2014
|
|
None
|
Mike Litchford (7)
|
|
52
|
|
|
Vice President
|
|
2016
|
|
None
|
Tom Bolin (8)
|
|
55
|
|
|
Vice President
|
|
2016
|
|
None
|
Annemarie Jazic (9)
|
|
34
|
|
|
Vice President
|
|
2017
|
|
Niece of William Dillard, II
|
Alexandra Lucie (10)
|
|
34
|
|
|
Vice President
|
|
2017
|
|
Niece of William Dillard, II
|
Tony Bolte (11)
|
|
59
|
|
|
Vice President
|
|
2017
|
|
None
|
James D. Stockman (12)
|
|
61
|
|
|
Vice President
|
|
2017
|
|
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. Dillard served as Vice President of Corporate Merchandising and Product Development from 2001 to 2015. In 2015, he was promoted to Senior Vice President.
|
(4)
|
Mrs. Mahaffy served as Corporate Vice President of Advertising from 2000 to 2015. In 2015, she was promoted to Senior Vice President.
|
(5)
|
Mr. Worley served as Assistant General Counsel from 1996 to 2012. In 2012, he was promoted to Vice President and General Counsel.
|
(6)
|
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.
|
(7)
|
Mr. Litchford served as a Regional Vice President of Stores from 2005 to 2016. In 2016, he was promoted to Corporate Vice President of Stores.
|
(8)
|
Mr. Bolin served as a Regional Vice President of Stores from 2000 to 2016. In 2016, he was promoted to Corporate Vice President of Stores.
|
(9)
|
Mrs. Jazic served as Director of Contemporary Sportswear from 2006 to 2013 and Director of Online Experience from 2013 to 2017. In 2017, she was promoted to Vice President of Online Experience.
|
(10)
|
Mrs. Lucie served as a Divisional Merchandise Manager of Ladies', Juniors' and Children's Exclusive Brands from 2010 to 2014 and served as a General Merchandise Manager of Ladies', Juniors' and Children's Exclusive Brands from 2014 to 2017. In 2017, she was promoted to Corporate Vice President of Ladies', Juniors' and Children's Exclusive Brands.
|
(11)
|
Mr. Bolte served as Vice President of Logistics from 2007 through 2017. In 2017, he was promoted to Vice President of Information Technology and Logistics.
|
(12)
|
Mr. Stockman served as General Merchandise Manager of Exclusive Brands from 2004 through 2017. In 2017, he was promoted to Vice President of Corporate Ladies' Apparel.
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
|
2017
|
|
2016
|
|
Dividends
per Share
|
||||||||||||||||||
Fiscal Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2017
|
|
2016
|
||||||||||||
First
|
|
$
|
60.96
|
|
|
$
|
46.56
|
|
|
$
|
88.58
|
|
|
$
|
65.24
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
Second
|
|
79.11
|
|
|
45.51
|
|
|
72.08
|
|
|
54.37
|
|
|
0.07
|
|
|
0.07
|
|
||||||
Third
|
|
83.44
|
|
|
50.40
|
|
|
77.70
|
|
|
56.05
|
|
|
0.10
|
|
|
0.07
|
|
||||||
Fourth
|
|
71.93
|
|
|
49.91
|
|
|
75.54
|
|
|
54.42
|
|
|
0.10
|
|
|
0.07
|
|
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
|
|
||
October 29, 2017 through November 25, 2017
|
|
178,801
|
|
|
$
|
53.11
|
|
|
178,801
|
|
|
$
|
59,964,234
|
|
November 26, 2017 through December 30, 2017
|
|
114,802
|
|
|
57.55
|
|
|
114,802
|
|
|
53,357,467
|
|
||
December 31, 2017 through February 3, 2018
|
|
290,395
|
|
|
63.85
|
|
|
290,395
|
|
|
34,815,596
|
|
||
Total
|
|
583,998
|
|
|
$
|
59.32
|
|
|
583,998
|
|
|
$
|
34,815,596
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Dillard's, Inc.
|
$
|
102.48
|
|
|
$
|
133.64
|
|
|
$
|
83.07
|
|
|
$
|
64.75
|
|
|
$
|
75.90
|
|
S&P 500
|
120.30
|
|
|
137.41
|
|
|
136.49
|
|
|
164.98
|
|
|
202.64
|
|
|||||
S&P 500 Department Stores
|
116.05
|
|
|
144.80
|
|
|
104.42
|
|
|
84.23
|
|
|
103.55
|
|
(Dollars in thousands, except per share data)
|
2017*
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net sales
|
$
|
6,261,493
|
|
|
$
|
6,256,971
|
|
|
$
|
6,595,626
|
|
|
$
|
6,621,054
|
|
|
$
|
6,531,647
|
|
Percent change
|
—
|
%
|
|
(5
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|||||
Cost of sales
|
4,199,718
|
|
|
4,166,411
|
|
|
4,350,805
|
|
|
4,272,605
|
|
|
4,223,715
|
|
|||||
Percent of sales
|
67.1
|
%
|
|
66.6
|
%
|
|
66.0
|
%
|
|
64.5
|
%
|
|
64.7
|
%
|
|||||
Interest and debt expense, net
|
62,580
|
|
|
63,059
|
|
|
60,923
|
|
|
61,306
|
|
|
64,505
|
|
|||||
Income before income taxes and income on and equity in losses of joint ventures
|
212,689
|
|
|
257,675
|
|
|
408,784
|
|
|
510,768
|
|
|
496,224
|
|
|||||
Income taxes
|
(7,800
|
)
|
|
88,500
|
|
|
140,770
|
|
|
179,480
|
|
|
173,400
|
|
|||||
Income on and equity in losses of joint ventures
|
835
|
|
|
45
|
|
|
1,356
|
|
|
565
|
|
|
847
|
|
|||||
Net income
|
221,324
|
|
|
169,220
|
|
|
269,370
|
|
|
331,853
|
|
|
323,671
|
|
|||||
Net income per diluted common share
|
7.51
|
|
|
4.93
|
|
|
6.91
|
|
|
7.79
|
|
|
7.10
|
|
|||||
Dividends per common share
|
0.34
|
|
|
0.28
|
|
|
0.26
|
|
|
0.24
|
|
|
0.22
|
|
|||||
Book value per common share
|
60.77
|
|
|
53.41
|
|
|
49.98
|
|
|
49.02
|
|
|
45.33
|
|
|||||
Average number of diluted shares outstanding
|
29,486,671
|
|
|
34,308,211
|
|
|
39,004,500
|
|
|
42,603,236
|
|
|
45,586,087
|
|
|||||
Accounts receivable
|
39,650
|
|
|
48,230
|
|
|
47,138
|
|
|
56,510
|
|
|
30,840
|
|
|||||
Merchandise inventories
|
1,463,561
|
|
|
1,406,403
|
|
|
1,374,505
|
|
|
1,374,481
|
|
|
1,345,321
|
|
|||||
Property and equipment, net
|
1,696,276
|
|
|
1,790,267
|
|
|
1,939,832
|
|
|
2,029,171
|
|
|
2,134,200
|
|
|||||
Total assets
|
3,673,169
|
|
|
3,888,136
|
|
|
3,863,901
|
|
|
4,168,101
|
|
|
4,048,523
|
|
|||||
Long-term debt
|
365,429
|
|
|
526,106
|
|
|
613,061
|
|
|
612,815
|
|
|
612,569
|
|
|||||
Capital lease obligations
|
2,880
|
|
|
3,988
|
|
|
7,269
|
|
|
5,919
|
|
|
6,759
|
|
|||||
Other liabilities
|
240,173
|
|
|
238,424
|
|
|
238,980
|
|
|
250,455
|
|
|
228,439
|
|
|||||
Deferred income taxes
|
116,831
|
|
|
225,684
|
|
|
258,070
|
|
|
278,999
|
|
|
314,162
|
|
|||||
Subordinated debentures
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|||||
Total stockholders' equity
|
1,708,155
|
|
|
1,717,417
|
|
|
1,795,305
|
|
|
2,019,270
|
|
|
1,992,197
|
|
|||||
Number of stores
|
|
|
|
|
|
|
|
|
|
||||||||||
Opened
|
1
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|||||
Closed
|
2
|
|
|
4**
|
|
|
3
|
|
|
1
|
|
|
6
|
|
|||||
Total—end of year
|
292
|
|
|
293
|
|
|
297
|
|
|
297
|
|
|
296
|
|
*
|
Fiscal 2017 contains 53 weeks.
|
•
|
a $4.9 million pretax gain ($3.2 million after tax or $0.11 per share) related to the disposal of assets from the sale of a store property and insurance recovery on a previously damaged full-line store location partially offset by a loss on the sale of equipment.
|
•
|
an $0.8 million pretax loss ($0.5 million after tax or $0.02 per share) related to the write-off of certain deferred financing fees in connection with the amendment and extension of the Company's senior unsecured revolving credit facility.
|
•
|
an estimated tax benefit of approximately $77.4 million ($2.62 per share) related to the Tax Cuts and Jobs Act of 2017.
|
•
|
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.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
||||||
Net sales (in millions)
|
$
|
6,261.5
|
|
|
$
|
6,257.0
|
|
|
$
|
6,595.6
|
|
|
Gross profit (in millions)
|
$
|
2,061.8
|
|
|
$
|
2,090.6
|
|
|
$
|
2,244.8
|
|
|
Gross profit as a percentage of net sales
|
32.9
|
%
|
|
33.4
|
%
|
|
34.0
|
%
|
|
|||
Retail gross profit as a percentage of retail net sales
|
33.6
|
%
|
|
34.3
|
%
|
|
35.0
|
%
|
|
|||
Selling, general and administrative expenses as a percentage of net sales
|
27.0
|
%
|
|
26.5
|
%
|
|
25.3
|
%
|
|
|||
Cash flow from operations (in millions)
|
$
|
274.3
|
|
|
$
|
517.0
|
|
|
$
|
450.2
|
|
|
Total retail store count at end of period
|
292
|
|
|
293
|
|
|
297
|
|
|
|||
Retail sales per square foot
|
$
|
127
|
|
|
$
|
126
|
|
|
$
|
130
|
|
|
Retail stores sales trend
|
(1
|
)%
|
**
|
(5
|
)%
|
|
(2
|
)%
|
|
|||
Comparable retail store sales trend
|
—
|
%
|
**
|
(5
|
)%
|
|
(2
|
)%
|
|
|||
Retail store inventory trend
|
4
|
%
|
|
2
|
%
|
|
—
|
%
|
|
|||
Retail merchandise inventory turnover
|
2.5
|
|
|
2.5
|
|
|
2.7
|
|
|
•
|
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 net 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 2018
Estimated
|
|
Fiscal 2017
Actual
|
||||
Depreciation and amortization
|
$
|
230
|
|
|
$
|
232
|
|
Rentals
|
27
|
|
|
28
|
|
||
Interest and debt expense, net
|
50
|
|
|
63
|
|
||
Capital expenditures
|
140
|
|
|
130
|
|
•
|
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
|
|||||||||||||||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
|||||||||||||||
(in thousands of dollars)
|
Amount
|
|
% of
Net
Sales
|
|
Amount
|
|
% of
Net
Sales
|
|
Amount
|
|
% of
Net
Sales
|
|||||||||
Net sales
|
$
|
6,261,493
|
|
|
100.0
|
%
|
|
$
|
6,256,971
|
|
|
100.0
|
%
|
|
$
|
6,595,626
|
|
|
100.0
|
%
|
Service charges and other income
|
161,183
|
|
|
2.6
|
|
|
161,038
|
|
|
2.6
|
|
|
158,919
|
|
|
2.4
|
|
|||
|
6,422,676
|
|
|
102.6
|
|
|
6,418,009
|
|
|
102.6
|
|
|
6,754,545
|
|
|
102.4
|
|
|||
Cost of sales
|
4,199,718
|
|
|
67.1
|
|
|
4,166,411
|
|
|
66.6
|
|
|
4,350,805
|
|
|
66.0
|
|
|||
Selling, general and administrative expenses
|
1,692,145
|
|
|
27.0
|
|
|
1,655,658
|
|
|
26.5
|
|
|
1,669,916
|
|
|
25.3
|
|
|||
Depreciation and amortization
|
231,595
|
|
|
3.7
|
|
|
243,657
|
|
|
3.9
|
|
|
250,011
|
|
|
3.8
|
|
|||
Rentals
|
28,012
|
|
|
0.4
|
|
|
25,954
|
|
|
0.4
|
|
|
26,732
|
|
|
0.4
|
|
|||
Interest and debt expense, net
|
62,580
|
|
|
1.0
|
|
|
63,059
|
|
|
1.0
|
|
|
60,923
|
|
|
0.9
|
|
|||
Loss on early extinguishment of debt
|
797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposal of assets
|
(4,860
|
)
|
|
(0.1
|
)
|
|
(905
|
)
|
|
—
|
|
|
(12,626
|
)
|
|
(0.2
|
)
|
|||
Asset impairment and store closing charges
|
—
|
|
|
—
|
|
|
6,500
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
212,689
|
|
|
3.4
|
|
|
257,675
|
|
|
4.1
|
|
|
408,784
|
|
|
6.2
|
|
|||
Income taxes
|
(7,800
|
)
|
|
(0.1
|
)
|
|
88,500
|
|
|
1.4
|
|
|
140,770
|
|
|
2.1
|
|
|||
Income on and equity in losses of joint ventures
|
835
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
1,356
|
|
|
—
|
|
|||
Net income
|
$
|
221,324
|
|
|
3.5
|
%
|
|
$
|
169,220
|
|
|
2.7
|
%
|
|
$
|
269,370
|
|
|
4.1
|
%
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
6,108,053
|
|
|
$
|
6,071,404
|
|
|
$
|
6,388,769
|
|
Construction segment
|
153,440
|
|
|
185,567
|
|
|
206,857
|
|
|||
Total net sales
|
$
|
6,261,493
|
|
|
$
|
6,256,971
|
|
|
$
|
6,595,626
|
|
|
|
Percent Change
|
|||||||
|
|
Fiscal
2017-2016 |
|
Fiscal
2017-2016* |
|
Fiscal
2016 - 2015 |
|||
Retail operations segment
|
|
|
|
|
|
|
|||
Cosmetics
|
|
(3.2
|
)%
|
|
(4.3
|
)%
|
|
(5.3
|
)%
|
Ladies' apparel
|
|
3.5
|
|
|
2.1
|
|
|
(3.6
|
)
|
Ladies' accessories and lingerie
|
|
0.1
|
|
|
(1.2
|
)
|
|
(6.7
|
)
|
Juniors' and children's apparel
|
|
2.2
|
|
|
0.9
|
|
|
(5.1
|
)
|
Men's apparel and accessories
|
|
1.8
|
|
|
0.4
|
|
|
(3.9
|
)
|
Shoes
|
|
(1.0
|
)
|
|
(2.2
|
)
|
|
(5.3
|
)
|
Home and furniture
|
|
(1.2
|
)
|
|
(2.4
|
)
|
|
(7.3
|
)
|
Construction segment
|
|
(17.3
|
)
|
|
(17.3
|
)
|
|
(10.3
|
)
|
*
|
Based upon the 52 weeks ended January 27, 2018 and 52 weeks ended January 28, 2017
|
|
|
|
|
|
|
|
Dollar Change
|
|
Percent Change
|
||||||||||||||||
(in millions of dollars)
|
Fiscal
2017 |
|
Fiscal
2016 |
|
Fiscal
2015 |
|
2017 - 2016
|
|
2016 - 2015
|
|
2017 - 2016
|
|
2016 - 2015
|
||||||||||||
Service charges and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail operations segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from Wells Fargo Alliance and former Synchrony Alliance
|
$
|
101.3
|
|
|
$
|
103.6
|
|
|
$
|
105.4
|
|
|
$
|
(2.3
|
)
|
|
$
|
(1.8
|
)
|
|
(2.2
|
)%
|
|
(1.7
|
)%
|
Leased department income
|
6.0
|
|
|
7.3
|
|
|
7.2
|
|
|
(1.3
|
)
|
|
0.1
|
|
|
(17.8
|
)
|
|
1.4
|
|
|||||
Shipping and handling income
|
33.3
|
|
|
29.2
|
|
|
26.1
|
|
|
4.1
|
|
|
3.1
|
|
|
14.0
|
|
|
11.9
|
|
|||||
Other
|
17.9
|
|
|
19.3
|
|
|
17.7
|
|
|
(1.4
|
)
|
|
1.6
|
|
|
(7.3
|
)
|
|
9.0
|
|
|||||
|
158.5
|
|
|
159.4
|
|
|
156.4
|
|
|
(0.9
|
)
|
|
3.0
|
|
|
(0.6
|
)
|
|
1.9
|
|
|||||
Construction segment
|
2.7
|
|
|
1.6
|
|
|
2.5
|
|
|
1.1
|
|
|
(0.9
|
)
|
|
68.8
|
|
|
(36.0
|
)
|
|||||
Total
|
$
|
161.2
|
|
|
$
|
161.0
|
|
|
$
|
158.9
|
|
|
$
|
0.2
|
|
|
$
|
2.1
|
|
|
0.1
|
%
|
|
1.3
|
%
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Gross profit:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
2,054,985
|
|
|
$
|
2,081,769
|
|
|
$
|
2,237,077
|
|
Construction segment
|
6,790
|
|
|
8,791
|
|
|
7,744
|
|
|||
Total gross profit
|
$
|
2,061,775
|
|
|
$
|
2,090,560
|
|
|
$
|
2,244,821
|
|
Gross profit as a percentage of segment net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
33.6
|
%
|
|
34.3
|
%
|
|
35.0
|
%
|
|||
Construction segment
|
4.4
|
|
|
4.7
|
|
|
3.7
|
|
|||
Total gross profit as a percentage of net sales
|
32.9
|
|
|
33.4
|
|
|
34.0
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
SG&A:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
1,685,079
|
|
|
$
|
1,649,654
|
|
|
$
|
1,664,301
|
|
Construction segment
|
7,066
|
|
|
6,004
|
|
|
5,615
|
|
|||
Total SG&A
|
$
|
1,692,145
|
|
|
$
|
1,655,658
|
|
|
$
|
1,669,916
|
|
SG&A as a percentage of segment net sales:
|
|
|
|
|
|
||||||
Retail operations segment
|
27.6
|
%
|
|
27.2
|
%
|
|
26.1
|
%
|
|||
Construction segment
|
4.6
|
|
|
3.2
|
|
|
2.7
|
|
|||
Total SG&A as a percentage of net sales
|
27.0
|
|
|
26.5
|
|
|
25.3
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
230,946
|
|
|
$
|
242,981
|
|
|
$
|
249,508
|
|
Construction segment
|
649
|
|
|
676
|
|
|
503
|
|
|||
Total depreciation and amortization
|
$
|
231,595
|
|
|
$
|
243,657
|
|
|
$
|
250,011
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Interest and debt expense (income), net:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
62,638
|
|
|
$
|
63,127
|
|
|
$
|
60,989
|
|
Construction segment
|
(58
|
)
|
|
(68
|
)
|
|
(66
|
)
|
|||
Total interest and debt expense, net
|
$
|
62,580
|
|
|
$
|
63,059
|
|
|
$
|
60,923
|
|
(in thousands of dollars)
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Loss on early extinguishment of debt:
|
|
|
|
|
|
|
|
|
|
|||
Retail operations segment
|
|
$
|
797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Construction segment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total loss on early extinguishment of debt
|
|
$
|
797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Gain on disposal of assets:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
(4,855
|
)
|
|
$
|
(886
|
)
|
|
$
|
(12,619
|
)
|
Construction segment
|
(5
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|||
Total gain on disposal of assets
|
$
|
(4,860
|
)
|
|
$
|
(905
|
)
|
|
$
|
(12,626
|
)
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Asset impairment and store closing charges:
|
|
|
|
|
|
||||||
Retail operations segment
|
$
|
—
|
|
|
$
|
6,500
|
|
|
$
|
—
|
|
Construction segment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total asset impairment and store closing charges
|
$
|
—
|
|
|
$
|
6,500
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Percent Change
|
||||||||||
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
2017 - 2016
|
|
2016 - 2015
|
||||||||
Operating Activities
|
$
|
274,285
|
|
|
$
|
517,007
|
|
|
$
|
450,226
|
|
|
(46.9
|
)%
|
|
14.8
|
%
|
Investing Activities
|
(110,207
|
)
|
|
(119,649
|
)
|
|
(132,939
|
)
|
|
7.9
|
|
|
10.0
|
|
|||
Financing Activities
|
(324,035
|
)
|
|
(253,242
|
)
|
|
(518,170
|
)
|
|
(28.0
|
)
|
|
51.1
|
|
|||
Total Cash Provided (Used)
|
$
|
(159,957
|
)
|
|
$
|
144,116
|
|
|
$
|
(200,883
|
)
|
|
|
|
|
|
|
(in thousands of dollars)
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Long-term debt
|
$
|
527,584
|
|
|
$
|
160,959
|
|
|
$
|
—
|
|
|
$
|
44,800
|
|
|
$
|
321,825
|
|
Interest on long-term debt
|
253,844
|
|
|
32,897
|
|
|
54,601
|
|
|
54,331
|
|
|
112,015
|
|
|||||
Subordinated debentures
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Interest on subordinated debentures
|
307,521
|
|
|
14,959
|
|
|
29,918
|
|
|
29,918
|
|
|
232,726
|
|
|||||
Capital lease obligations, including interest
|
4,659
|
|
|
1,428
|
|
|
2,505
|
|
|
726
|
|
|
—
|
|
|||||
Benefit plan participant payments
|
196,999
|
|
|
5,441
|
|
|
15,827
|
|
|
20,901
|
|
|
154,830
|
|
|||||
Purchase obligations(1)
|
1,358,427
|
|
|
1,358,427
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases(2)
|
54,361
|
|
|
16,788
|
|
|
20,613
|
|
|
8,806
|
|
|
8,154
|
|
|||||
Total contractual cash obligations(3)(4)
|
$
|
2,903,395
|
|
|
$
|
1,590,899
|
|
|
$
|
123,464
|
|
|
$
|
159,482
|
|
|
$
|
1,029,550
|
|
(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 $1,347.0 million of the purchase obligations.
|
(2)
|
The operating leases included in the above table do not include contingent rent based upon sales volume, which represented approximately
14%
of minimum lease obligations in fiscal 2017.
|
(3)
|
The total liability for unrecognized tax benefits is $2.2 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 $23.8 million and gift card liabilities of $20.8 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
|
||||||||||
$800 million line of credit, none outstanding(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Standby letters of credit
|
25,624
|
|
|
25,624
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Import letters of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
25,624
|
|
|
$
|
25,624
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
At
February 3, 2018
, letters of credit totaling
$25.6 million
were issued under the credit agreement.
|
Expected Maturity Date
(fiscal year)
|
|
|
|
|
|
|
|||||||||||||||||||||||||
(in thousands of dollars)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Long-term debt
|
$
|
160,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,800
|
|
|
$
|
321,825
|
|
|
$
|
527,584
|
|
|
$
|
571,481
|
|
Average fixed interest rate
|
7.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.9
|
%
|
|
7.4
|
%
|
|
7.5
|
%
|
|
|
|
||||||||
Subordinated debentures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
203,440
|
|
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*
|
—
|
|
|
$
|
—
|
|
|
8,808,126
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
8,808,126
|
|
*
|
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
|
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).
|
|
|
|
|
||
|
|
|
*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).
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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.
|
|
|
|
|
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—
February 3, 2018 and January 28, 2017
|
|
Consolidated Statements of Income—Fiscal years ended
February 3, 2018, January 28, 2017 and January 30, 2016
|
|
Consolidated Statements of Comprehensive Income—Fiscal years ended
February 3, 2018, January 28, 2017 and January 30, 2016
|
|
Consolidated Statements of Stockholders' Equity—Fiscal years ended
February 3, 2018, January 28, 2017 and January 30, 2016
|
|
Consolidated Statements of Cash Flows—Fiscal years ended
February 3, 2018, January 28, 2017 and January 30, 2016
|
|
Notes to Consolidated Financial Statements—Fiscal years ended
February 3, 2018, January 28, 2017 and January 30, 2016
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
187,028
|
|
|
$
|
346,985
|
|
Accounts receivable
|
39,650
|
|
|
48,230
|
|
||
Merchandise inventories
|
1,463,561
|
|
|
1,406,403
|
|
||
Other current assets
|
39,612
|
|
|
36,303
|
|
||
Total current assets
|
1,729,851
|
|
|
1,837,921
|
|
||
Property and equipment:
|
|
|
|
||||
Land and land improvements
|
64,003
|
|
|
64,313
|
|
||
Buildings and leasehold improvements
|
3,096,838
|
|
|
3,106,481
|
|
||
Furniture, fixtures and equipment
|
1,041,758
|
|
|
1,065,291
|
|
||
Buildings under construction
|
1,464
|
|
|
9,024
|
|
||
Buildings and equipment under capital leases
|
23,648
|
|
|
23,648
|
|
||
Less accumulated depreciation and amortization
|
(2,531,435
|
)
|
|
(2,478,490
|
)
|
||
|
1,696,276
|
|
|
1,790,267
|
|
||
Other assets
|
247,042
|
|
|
259,948
|
|
||
Total assets
|
$
|
3,673,169
|
|
|
$
|
3,888,136
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable and accrued expenses
|
$
|
835,747
|
|
|
$
|
839,305
|
|
Current portion of long-term debt
|
160,927
|
|
|
87,201
|
|
||
Current portion of capital lease obligations
|
1,107
|
|
|
3,281
|
|
||
Federal and state income taxes
|
41,920
|
|
|
46,730
|
|
||
Total current liabilities
|
1,039,701
|
|
|
976,517
|
|
||
Long-term debt
|
365,429
|
|
|
526,106
|
|
||
Capital lease obligations
|
2,880
|
|
|
3,988
|
|
||
Other liabilities
|
240,173
|
|
|
238,424
|
|
||
Deferred income taxes
|
116,831
|
|
|
225,684
|
|
||
Subordinated debentures
|
200,000
|
|
|
200,000
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, Class A—119,860,744 and 119,814,702 shares issued; 24,096,228 and 28,147,158 shares outstanding
|
1,199
|
|
|
1,198
|
|
||
Common stock, Class B (convertible)—4,010,401 and 4,010,401 shares issued and outstanding
|
40
|
|
|
40
|
|
||
Additional paid-in capital
|
946,147
|
|
|
943,467
|
|
||
Accumulated other comprehensive loss
|
(15,444
|
)
|
|
(11,137
|
)
|
||
Retained earnings
|
4,365,219
|
|
|
4,153,844
|
|
||
Less treasury stock, at cost, Class A—95,764,516 and 91,667,544 shares
|
(3,589,006
|
)
|
|
(3,369,995
|
)
|
||
Total stockholders' equity
|
1,708,155
|
|
|
1,717,417
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,673,169
|
|
|
$
|
3,888,136
|
|
|
Years Ended
|
||||||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||
Net sales
|
$
|
6,261,493
|
|
|
$
|
6,256,971
|
|
|
$
|
6,595,626
|
|
Service charges and other income
|
161,183
|
|
|
161,038
|
|
|
158,919
|
|
|||
|
6,422,676
|
|
|
6,418,009
|
|
|
6,754,545
|
|
|||
Cost of sales
|
4,199,718
|
|
|
4,166,411
|
|
|
4,350,805
|
|
|||
Selling, general and administrative expenses
|
1,692,145
|
|
|
1,655,658
|
|
|
1,669,916
|
|
|||
Depreciation and amortization
|
231,595
|
|
|
243,657
|
|
|
250,011
|
|
|||
Rentals
|
28,012
|
|
|
25,954
|
|
|
26,732
|
|
|||
Interest and debt expense, net
|
62,580
|
|
|
63,059
|
|
|
60,923
|
|
|||
Loss on early extinguishment of debt
|
797
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposal of assets
|
(4,860
|
)
|
|
(905
|
)
|
|
(12,626
|
)
|
|||
Asset impairment and store closing charges
|
—
|
|
|
6,500
|
|
|
—
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
212,689
|
|
|
257,675
|
|
|
408,784
|
|
|||
Income taxes (benefit)
|
(7,800
|
)
|
|
88,500
|
|
|
140,770
|
|
|||
Income on and equity in losses of joint ventures
|
835
|
|
|
45
|
|
|
1,356
|
|
|||
Net income
|
$
|
221,324
|
|
|
$
|
169,220
|
|
|
$
|
269,370
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
7.51
|
|
|
$
|
4.93
|
|
|
$
|
6.91
|
|
Diluted
|
7.51
|
|
|
4.93
|
|
|
6.91
|
|
|
Years Ended
|
||||||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||
Net income
|
$
|
221,324
|
|
|
$
|
169,220
|
|
|
$
|
269,370
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of retirement plan and other retiree benefit adjustments (net of tax of ($1,395), $3,686 and $8,574)
|
(4,307
|
)
|
|
5,981
|
|
|
13,911
|
|
|||
Comprehensive income
|
$
|
217,017
|
|
|
$
|
175,201
|
|
|
$
|
283,281
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||||
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
|
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Total
|
||||||||||||||||||||||
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
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,220
|
|
|
—
|
|
|
169,220
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,981
|
|
|
—
|
|
|
—
|
|
|
5,981
|
|
|||||||
Issuance of 47,554 shares under stock bonus plans
|
—
|
|
|
—
|
|
|
2,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,671
|
|
|||||||
Purchase of 3,810,385 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(246,173
|
)
|
|
(246,173
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.28 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,587
|
)
|
|
—
|
|
|
(9,587
|
)
|
|||||||
Balance, January 28, 2017
|
1,198
|
|
|
40
|
|
|
943,467
|
|
|
(11,137
|
)
|
|
4,153,844
|
|
|
(3,369,995
|
)
|
|
1,717,417
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
221,324
|
|
|
|
|
|
221,324
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(4,307
|
)
|
|
|
|
|
|
|
|
(4,307
|
)
|
|||||||
Issuance of 46,042 shares under stock bonus plans
|
1
|
|
|
|
|
|
2,680
|
|
|
|
|
|
|
|
|
|
|
|
2,681
|
|
|||||||
Purchase of 4,096,972 shares of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(219,011
|
)
|
|
(219,011
|
)
|
|||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock, $0.34 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,949
|
)
|
|
|
|
|
(9,949
|
)
|
|||||||
Balance, February 3, 2018
|
$
|
1,199
|
|
|
$
|
40
|
|
|
$
|
946,147
|
|
|
$
|
(15,444
|
)
|
|
$
|
4,365,219
|
|
|
$
|
(3,589,006
|
)
|
|
$
|
1,708,155
|
|
|
Years Ended
|
||||||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
221,324
|
|
|
$
|
169,220
|
|
|
$
|
269,370
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and other deferred cost
|
233,683
|
|
|
245,923
|
|
|
252,147
|
|
|||
Deferred income taxes
|
(102,065
|
)
|
|
(35,703
|
)
|
|
(35,975
|
)
|
|||
Loss (gain) on disposal of assets
|
1,000
|
|
|
(905
|
)
|
|
(12,626
|
)
|
|||
Proceeds from insurance
|
—
|
|
|
3,173
|
|
|
—
|
|
|||
Gain from insurance proceeds
|
(5,861
|
)
|
|
(1,635
|
)
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
797
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment and store closing charges
|
—
|
|
|
6,500
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
8,580
|
|
|
(1,092
|
)
|
|
9,372
|
|
|||
Increase in merchandise inventories
|
(57,158
|
)
|
|
(33,436
|
)
|
|
(24
|
)
|
|||
(Increase) decrease in other current assets
|
(2,391
|
)
|
|
8,981
|
|
|
2,911
|
|
|||
Decrease in other assets
|
2,196
|
|
|
5,844
|
|
|
2,939
|
|
|||
(Decrease) increase in trade accounts payable and accrued expenses and other liabilities
|
(19,615
|
)
|
|
156,342
|
|
|
(33,702
|
)
|
|||
Decrease in income taxes payable
|
(6,205
|
)
|
|
(6,205
|
)
|
|
(4,186
|
)
|
|||
Net cash provided by operating activities
|
274,285
|
|
|
517,007
|
|
|
450,226
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(130,464
|
)
|
|
(104,824
|
)
|
|
(165,788
|
)
|
|||
Proceeds from disposal of assets
|
11,683
|
|
|
1,150
|
|
|
25,503
|
|
|||
Proceeds from insurance
|
5,114
|
|
|
1,525
|
|
|
—
|
|
|||
Decrease in restricted cash
|
—
|
|
|
—
|
|
|
7,346
|
|
|||
Investment in joint venture
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|||
Distribution from joint venture
|
3,460
|
|
|
2,500
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(110,207
|
)
|
|
(119,649
|
)
|
|
(132,939
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Principal payments on long-term debt and capital lease obligations
|
(90,483
|
)
|
|
(3,284
|
)
|
|
(5,299
|
)
|
|||
Cash dividends paid
|
(9,424
|
)
|
|
(9,787
|
)
|
|
(10,008
|
)
|
|||
Purchase of treasury stock
|
(223,013
|
)
|
|
(240,171
|
)
|
|
(500,000
|
)
|
|||
Issuance cost of line of credit
|
(1,115
|
)
|
|
—
|
|
|
(2,863
|
)
|
|||
Net cash used in financing activities
|
(324,035
|
)
|
|
(253,242
|
)
|
|
(518,170
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(159,957
|
)
|
|
144,116
|
|
|
(200,883
|
)
|
|||
Cash and cash equivalents, beginning of year
|
346,985
|
|
|
202,869
|
|
|
403,752
|
|
|||
Cash and cash equivalents, end of year
|
$
|
187,028
|
|
|
$
|
346,985
|
|
|
$
|
202,869
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
23,084
|
|
|
$
|
3,453
|
|
|
$
|
10,909
|
|
Stock awards
|
2,680
|
|
|
2,671
|
|
|
2,803
|
|
|||
Capital lease transactions
|
—
|
|
|
—
|
|
|
9,093
|
|
|||
Accrued purchases of treasury stock
|
2,000
|
|
|
6,002
|
|
|
—
|
|
Buildings and leasehold improvements
|
20 - 40 years
|
Furniture, fixtures and equipment
|
3 - 10 years
|
|
Percentage of Net Sales
|
|||||||
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|||
Retail operations segment:
|
|
|
|
|
|
|||
Cosmetics
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Ladies' apparel
|
23
|
|
|
22
|
|
|
22
|
|
Ladies' accessories and lingerie
|
16
|
|
|
16
|
|
|
16
|
|
Juniors' and children's apparel
|
8
|
|
|
8
|
|
|
8
|
|
Men's apparel and accessories
|
17
|
|
|
17
|
|
|
17
|
|
Shoes
|
16
|
|
|
16
|
|
|
16
|
|
Home and furniture
|
4
|
|
|
4
|
|
|
4
|
|
|
98
|
|
|
97
|
|
|
97
|
|
Construction segment
|
2
|
|
|
3
|
|
|
3
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2017
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,108,053
|
|
|
$
|
153,440
|
|
|
$
|
6,261,493
|
|
Gross profit
|
2,054,985
|
|
|
6,790
|
|
|
2,061,775
|
|
|||
Depreciation and amortization
|
230,946
|
|
|
649
|
|
|
231,595
|
|
|||
Interest and debt expense (income), net
|
62,638
|
|
|
(58
|
)
|
|
62,580
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
210,969
|
|
|
1,720
|
|
|
212,689
|
|
|||
Income on and equity in losses of joint ventures
|
835
|
|
|
—
|
|
|
835
|
|
|||
Total assets
|
3,640,859
|
|
|
32,310
|
|
|
3,673,169
|
|
(in thousands of dollars)
|
Retail Operations
|
|
Fiscal 2016
Construction
|
|
Consolidated
|
||||||
Net sales from external customers
|
$
|
6,071,404
|
|
|
$
|
185,567
|
|
|
$
|
6,256,971
|
|
Gross profit
|
2,081,769
|
|
|
8,791
|
|
|
2,090,560
|
|
|||
Depreciation and amortization
|
242,981
|
|
|
676
|
|
|
243,657
|
|
|||
Interest and debt expense (income), net
|
63,127
|
|
|
(68
|
)
|
|
63,059
|
|
|||
Income before income taxes and income on and equity in losses of joint ventures
|
253,887
|
|
|
3,788
|
|
|
257,675
|
|
|||
Income on and equity in losses of joint ventures
|
45
|
|
|
—
|
|
|
45
|
|
|||
Total assets
|
3,832,416
|
|
|
55,720
|
|
|
3,888,136
|
|
(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
|
3,802,994
|
|
|
60,907
|
|
|
3,863,901
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Long-term debt:
|
|
|
|
|
|
||||||
Interest
|
$
|
59,579
|
|
|
$
|
59,268
|
|
|
$
|
57,346
|
|
Amortization of debt expense
|
1,326
|
|
|
1,594
|
|
|
1,555
|
|
|||
|
60,905
|
|
|
60,862
|
|
|
58,901
|
|
|||
Interest on capital lease obligations
|
418
|
|
|
507
|
|
|
588
|
|
|||
Revolving credit facility expenses
|
2,096
|
|
|
2,349
|
|
|
2,739
|
|
|||
Investment interest income
|
(842
|
)
|
|
(663
|
)
|
|
(1,305
|
)
|
|||
Other interest
|
3
|
|
|
4
|
|
|
—
|
|
|||
|
$
|
62,580
|
|
|
$
|
63,059
|
|
|
$
|
60,923
|
|
(in thousands of dollars)
|
February 3, 2018
|
|
January 28, 2017
|
||||
Trade accounts payable
|
$
|
642,217
|
|
|
$
|
635,833
|
|
Accrued expenses:
|
|
|
|
||||
Taxes, other than income
|
59,977
|
|
|
66,200
|
|
||
Salaries, wages and employee benefits
|
62,351
|
|
|
56,022
|
|
||
Liability to customers
|
58,050
|
|
|
59,279
|
|
||
Interest
|
4,174
|
|
|
12,996
|
|
||
Rent
|
2,516
|
|
|
2,666
|
|
||
Other
|
6,462
|
|
|
6,309
|
|
||
|
$
|
835,747
|
|
|
$
|
839,305
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
91,799
|
|
|
$
|
120,872
|
|
|
$
|
173,786
|
|
State
|
2,466
|
|
|
3,331
|
|
|
2,959
|
|
|||
|
94,265
|
|
|
124,203
|
|
|
176,745
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(100,954
|
)
|
|
(34,797
|
)
|
|
(33,708
|
)
|
|||
State
|
(1,111
|
)
|
|
(906
|
)
|
|
(2,267
|
)
|
|||
|
(102,065
|
)
|
|
(35,703
|
)
|
|
(35,975
|
)
|
|||
|
$
|
(7,800
|
)
|
|
$
|
88,500
|
|
|
$
|
140,770
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Income tax at the statutory federal rate (inclusive of income on and equity in losses of joint ventures)
|
$
|
72,000
|
|
|
$
|
90,202
|
|
|
$
|
143,549
|
|
State income taxes, net of federal benefit (inclusive of income on and equity in losses of joint ventures)
|
(22
|
)
|
|
954
|
|
|
2,488
|
|
|||
Net changes in unrecognized tax benefits, interest and penalties /reserves
|
(448
|
)
|
|
(323
|
)
|
|
(367
|
)
|
|||
Tax benefit of federal credits
|
(4,440
|
)
|
|
(2,434
|
)
|
|
(2,018
|
)
|
|||
Changes in cash surrender value of life insurance policies
|
(441
|
)
|
|
(914
|
)
|
|
(705
|
)
|
|||
Changes in valuation allowance
|
222
|
|
|
1,857
|
|
|
(1,473
|
)
|
|||
Tax benefit of dividends paid to ESOP
|
(810
|
)
|
|
(785
|
)
|
|
(763
|
)
|
|||
Estimated adjustments to net deferred tax liabilities for enacted changes in tax laws and rates
|
(74,216
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
355
|
|
|
(57
|
)
|
|
59
|
|
|||
|
$
|
(7,800
|
)
|
|
$
|
88,500
|
|
|
$
|
140,770
|
|
(in thousands of dollars)
|
February 3,
2018 |
|
January 28,
2017 |
||||
Property and equipment bases and depreciation differences
|
$
|
126,401
|
|
|
$
|
213,658
|
|
Prepaid expenses
|
41,124
|
|
|
54,343
|
|
||
Joint venture bases differences
|
7,889
|
|
|
11,994
|
|
||
Differences between book and tax bases of inventory
|
22,436
|
|
|
40,489
|
|
||
Other
|
3,436
|
|
|
7,114
|
|
||
Total deferred tax liabilities
|
201,286
|
|
|
327,598
|
|
||
Accruals not currently deductible
|
(66,941
|
)
|
|
(87,066
|
)
|
||
Net operating loss carryforwards
|
(72,452
|
)
|
|
(74,593
|
)
|
||
State income taxes
|
(419
|
)
|
|
(968
|
)
|
||
Other
|
(1,525
|
)
|
|
(1,165
|
)
|
||
Total deferred tax assets
|
(141,337
|
)
|
|
(163,792
|
)
|
||
Net operating loss valuation allowance
|
56,172
|
|
|
55,774
|
|
||
Net deferred tax assets
|
(85,165
|
)
|
|
(108,018
|
)
|
||
Net deferred income taxes
|
$
|
116,121
|
|
|
$
|
219,580
|
|
(in thousands of dollars)
|
February 3,
2018 |
|
January 28,
2017 |
||||
Net deferred tax assets—other assets
|
$
|
(710
|
)
|
|
$
|
(6,104
|
)
|
Net deferred tax liabilities—deferred income taxes
|
116,831
|
|
|
225,684
|
|
||
Net deferred income taxes
|
$
|
116,121
|
|
|
$
|
219,580
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Unrecognized tax benefits at beginning of period
|
$
|
4,013
|
|
|
$
|
4,265
|
|
|
$
|
4,806
|
|
Gross increases—tax positions in prior period
|
2
|
|
|
43
|
|
|
—
|
|
|||
Gross decreases—tax positions in prior period
|
(710
|
)
|
|
(538
|
)
|
|
(734
|
)
|
|||
Gross increases—current period tax positions
|
417
|
|
|
386
|
|
|
317
|
|
|||
Settlements
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse of statutes of limitation
|
(452
|
)
|
|
(143
|
)
|
|
(124
|
)
|
|||
Unrecognized tax benefits at end of period
|
$
|
3,189
|
|
|
$
|
4,013
|
|
|
$
|
4,265
|
|
(in thousands of dollars)
|
February 3,
2018 |
|
January 28,
2017 |
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
183,617
|
|
|
$
|
184,810
|
|
Service cost
|
3,494
|
|
|
3,934
|
|
||
Interest cost
|
7,229
|
|
|
7,678
|
|
||
Actuarial loss (gain)
|
5,701
|
|
|
(8,463
|
)
|
||
Benefits paid
|
(5,308
|
)
|
|
(4,342
|
)
|
||
Benefit obligation at end of year
|
$
|
194,733
|
|
|
$
|
183,617
|
|
Change in Pension Plan assets:
|
|
|
|
||||
Fair value of Pension Plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contribution
|
5,308
|
|
|
4,342
|
|
||
Benefits paid
|
(5,308
|
)
|
|
(4,342
|
)
|
||
Fair value of Pension Plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status (Pension Plan assets less benefit obligation)
|
$
|
(194,733
|
)
|
|
$
|
(183,617
|
)
|
Amounts recognized in the balance sheets:
|
|
|
|
||||
Accrued benefit liability
|
$
|
(194,733
|
)
|
|
$
|
(183,617
|
)
|
Net amount recognized
|
$
|
(194,733
|
)
|
|
$
|
(183,617
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial loss
|
$
|
23,702
|
|
|
$
|
18,001
|
|
Prior service cost
|
—
|
|
|
—
|
|
||
Net amount recognized
|
$
|
23,702
|
|
|
$
|
18,001
|
|
|
|
|
|
||||
Accumulated benefit obligation at end of year
|
$
|
(193,824
|
)
|
|
$
|
(182,071
|
)
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|||
Discount rate—net periodic pension cost
|
4.0
|
%
|
|
4.2
|
%
|
|
3.5
|
%
|
Discount rate—benefit obligations
|
3.7
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
Rate of compensation increases
|
2.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Components of net periodic benefit costs:
|
|
|
|
|
|
||||||
Service cost
|
$
|
3,494
|
|
|
$
|
3,934
|
|
|
$
|
3,932
|
|
Interest cost
|
7,229
|
|
|
7,678
|
|
|
6,736
|
|
|||
Net actuarial loss
|
—
|
|
|
1,204
|
|
|
3,697
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Plan curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit costs
|
$
|
10,723
|
|
|
$
|
12,816
|
|
|
$
|
14,365
|
|
Other changes in benefit obligations recognized in other comprehensive loss (income):
|
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
$
|
5,701
|
|
|
$
|
(9,668
|
)
|
|
$
|
(22,485
|
)
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive (income) loss
|
$
|
5,701
|
|
|
$
|
(9,668
|
)
|
|
$
|
(22,485
|
)
|
Total recognized in net periodic benefit costs and other comprehensive income or loss
|
$
|
16,424
|
|
|
$
|
3,148
|
|
|
$
|
(8,120
|
)
|
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 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Cost of shares repurchased
|
|
$
|
219,011
|
|
|
$
|
246,173
|
|
|
$
|
500,000
|
|
Number of shares repurchased
|
|
4,097
|
|
|
3,810
|
|
|
5,307
|
|
|||
Average price per share
|
|
$
|
53.46
|
|
|
$
|
64.61
|
|
|
$
|
94.22
|
|
|
|
Defined Benefit
Pension Plan Items |
|||||
|
|
Fiscal 2017
|
Fiscal 2016
|
||||
Beginning balance
|
|
$
|
11,137
|
|
$
|
17,118
|
|
|
|
|
|
||||
Other comprehensive loss (income) before reclassifications
|
|
4,307
|
|
(5,236
|
)
|
||
Amounts reclassified from AOCL
|
|
—
|
|
(745
|
)
|
||
Net other comprehensive loss (income)
|
|
4,307
|
|
(5,981
|
)
|
||
|
|
|
|
||||
Ending balance
|
|
$
|
15,444
|
|
$
|
11,137
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||||||||
(in thousands, except per share data)
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Net earnings available for per-share calculation
|
$
|
221,324
|
|
|
$
|
221,324
|
|
|
$
|
169,220
|
|
|
$
|
169,220
|
|
|
$
|
269,370
|
|
|
$
|
269,370
|
|
Average shares of common stock outstanding
|
29,487
|
|
|
29,487
|
|
|
34,308
|
|
|
34,308
|
|
|
39,005
|
|
|
39,005
|
|
||||||
Dilutive effect of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total average equivalent shares
|
29,487
|
|
|
29,487
|
|
|
34,308
|
|
|
34,308
|
|
|
39,005
|
|
|
39,005
|
|
||||||
Per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
7.51
|
|
|
$
|
7.51
|
|
|
$
|
4.93
|
|
|
$
|
4.93
|
|
|
$
|
6.91
|
|
|
$
|
6.91
|
|
(in thousands of dollars)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Operating leases:
|
|
|
|
|
|
||||||
Buildings:
|
|
|
|
|
|
||||||
Minimum rentals
|
$
|
14,843
|
|
|
$
|
15,379
|
|
|
$
|
15,546
|
|
Contingent rentals
|
3,449
|
|
|
3,745
|
|
|
4,914
|
|
|||
Equipment
|
9,720
|
|
|
6,830
|
|
|
6,272
|
|
|||
|
$
|
28,012
|
|
|
$
|
25,954
|
|
|
$
|
26,732
|
|
(in thousands of dollars)
Fiscal Year
|
Operating
Leases
|
|
Capital
Leases
|
||||
2018
|
$
|
16,788
|
|
|
$
|
1,428
|
|
2019
|
12,594
|
|
|
1,428
|
|
||
2020
|
8,019
|
|
|
1,077
|
|
||
2021
|
6,063
|
|
|
726
|
|
||
2022
|
2,743
|
|
|
—
|
|
||
After 2022
|
8,154
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
54,361
|
|
|
4,659
|
|
|
Less amount representing interest
|
|
|
|
(672
|
)
|
||
Present value of net minimum lease payments (of which $1,107 is currently payable)
|
|
|
|
$
|
3,987
|
|
|
Fiscal 2017, Three Months Ended
|
||||||||||||||
(in thousands of dollars, except per share data)
|
April 29
|
|
July 29
|
|
October 28
|
|
February 3
|
||||||||
Net sales
|
$
|
1,418,111
|
|
|
$
|
1,427,210
|
|
|
$
|
1,354,920
|
|
|
$
|
2,061,252
|
|
Gross profit
|
548,026
|
|
|
420,156
|
|
|
464,844
|
|
|
628,749
|
|
||||
Net income (loss)
|
66,302
|
|
|
(17,080
|
)
|
|
14,539
|
|
|
157,563
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2.12
|
|
|
$
|
(0.58
|
)
|
|
$
|
0.50
|
|
|
$
|
5.55
|
|
|
Fiscal 2016, Three Months Ended
|
||||||||||||||
(in thousands of dollars, except per share data)
|
April 30
|
|
July 30
|
|
October 29
|
|
January 28
|
||||||||
Net sales
|
$
|
1,503,242
|
|
|
$
|
1,452,445
|
|
|
$
|
1,365,609
|
|
|
$
|
1,935,675
|
|
Gross profit
|
564,663
|
|
|
459,086
|
|
|
486,744
|
|
|
580,067
|
|
||||
Net income
|
77,431
|
|
|
12,083
|
|
|
22,798
|
|
|
56,908
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
2.17
|
|
|
$
|
0.35
|
|
|
$
|
0.67
|
|
|
$
|
1.72
|
|
•
|
an estimated tax benefit of approximately
$77.4 million
(
$2.73
per share) related to the Tax Cuts and Jobs Act of 2017
|
•
|
a pretax charge of
$6.5 million
(
$4.2 million
after tax or
$0.13
per share) for asset impairment related to the write-down of a cost method investment
|
•
|
a
$4.8 million
pretax gain (
$3.1 million
after tax or
$0.11
per share) primarily related to the sale of a store property and insurance recovery on a previously damaged full-line store location partially offset by a loss on the sale of equipment
|
•
|
a pretax charge of
$0.8 million
(
$0.5 million
after tax or
$0.02
per share) due to the write-off of certain deferred financing fees in connection with the amendment and extension of the Company's senior unsecured revolving credit facility
|
1 Year Dillards Chart |
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