Dillard's 2003 Annual Report Download - page 28

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of the Company and notes thereto are included in this report beginning on page F-
1.
ITEM 9. CHANGES IN AND DISGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
The Company maintains “disclosure controls and procedures,” as such term is defined in Rules 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information
required to be disclosed in the Company’s reports, pursuant to the Exchange Act, is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding the required disclosures. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well-designed and
operated, can provide only reasonable assurances of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
The Company’s management, including William Dillard, II, Chairman of the Board of Directors and Chief Executive
Officer (principal executive officer), and James I. Freeman, Senior Vice-President and Chief Financial Officer (principal
financial officer), have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as of January
31, 2004. Based on their evaluation, the principal executive officer and principal financial officer concluded that the
Company’s disclosure controls and procedures are effective to ensure that the material information required to be
disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported with the time periods specified in the rules and forms of the SEC. There were no
changes in the Company’s internal controls over financial reporting during the period covered by this report that have
materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A. Directors of the Registrant
Information regarding directors of the Registrant is incorporated herein by reference under the heading
“Nominees for Election as Directors” and under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in the Proxy Statement.
B. Executive Officers of the Registrant
Information regarding executive officers of the Registrant is incorporated herein by reference to Item 1 of this
report under the heading “Executive Officers of the Registrant.” Reference additionally is made to the
information under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy
Statement, which information is incorporated herein by reference.
The Company’s Board of Directors has adopted a Company Code of Conduct that applies to all Company employees
including the Company’s Directors, CEO and senior financial officers. The current version of such Code of Conduct is
available free of charge on Dillard’s, Inc. Web site, www.dillards.com , and are available in print to any shareholder who
requests copies by contacting Julie J. Bull, Director of Investor Relations, at the Company's principal executive offices
set forth above.
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