Dillard's 2012 Annual Report Download

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Dillard’s Corporate Ofce
Copies of nancial documents and other Company information such as
Dillard’s, Inc. reports on Form 10-K and 10-Q and other reports led with
address changes, lost certicates, and other administrative matters to
your name as printed on your stock certicate, your Social Security
Post Ofce Box 486
2012 ANNUAL REPORT

Table of contents

  • Page 1
    s ith 2012 ANNUAL REPORT

  • Page 2
    ... merchandise strategy, which we believe gives Dillard's clear distinction among our retail peers. We believe our stores are well positioned in 2013 to provide an unmatched shopping experience William Dillard, II Chairman of the Board & Chief Executive Officer Alex Dillard President in every market...

  • Page 3
    ... period from to . Commission file number 1-6140 (Exact name of registrant as specified in its charter) DELAWARE State or other jurisdiction of incorporation or organization 1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS (Address of principal executive offices) Securities registered pursuant to Section...

  • Page 4
    ...about Market Risk ...Financial Statements and Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III 10. 11. 12. 13. 14. Directors, Executive Officers and Corporate Governance ...Executive...

  • Page 5
    ... of net sales by segment and major product line: Percentage of Net Sales Fiscal Fiscal Fiscal 2012 2011 2010 Retail operations segment: Cosmetics ...Ladies' apparel ...Ladies' accessories and lingerie Juniors' and children's apparel Men's apparel and accessories . Shoes ...Home and furniture...

  • Page 6
    ... paying online or mailing their payments to GE. We seek to expand the number and use of the proprietary cards by, among other things, providing incentives to sales associates to open new credit accounts, which generally can be opened while a customer is visiting one of our stores. Customers who open...

  • Page 7
    ... our revenues, margins and market share. We conduct our retail merchandise business under highly competitive conditions. Competition is characterized by many factors including location, reputation, fashion, merchandise assortment, advertising, operating efficiency, price, quality, customer service...

  • Page 8
    ... business conditions. Consumer purchases of discretionary items and other retail products generally decline during recessionary periods, and also may decline at other times when changes in consumer spending patterns affect us unfavorably. In addition, any significant decreases in shopping mall...

  • Page 9
    ... sales and profits. We source many of our products from vendors in countries outside of the United States. Any disruption in the flow of imported merchandise, including strikes at ports at home or abroad, or an increase in the cost of those goods may harm our business and decrease our profitability...

  • Page 10
    ...revenue sharing and marketing reimbursement. The income and cash flow that the Company receives from the Alliance is dependent upon a number of factors including the level of sales on GE accounts, the level of balances carried on the GE accounts by GE customers, payment rates on GE accounts, finance...

  • Page 11
    .... They also benefit from the continuing popularity of shopping malls as shopping destinations. Adverse changes in the development of new shopping malls in the United States, the availability or cost of appropriate locations within existing or new shopping malls, competition with other retailers for...

  • Page 12
    ...the United States, we may be required to suspend operations in some or all of our stores, which could have a material adverse impact on our business, financial condition, and results of operations. Increases in the cost of employee benefits could impact the Company's financial results and cash flows...

  • Page 13
    ... of new and constantly changing requirements. We receive certain personal information about our customers and employees. In addition, our online operations at www.dillards.com depend upon the secure transmission of confidential information over public networks, including information permitting...

  • Page 14
    ... that we expend significant additional resources related to our information security systems and could result in a disruption of our operations, particularly our online sales operations. The percentage-of-completion method of accounting that we use to recognize contract revenues for our construction...

  • Page 15
    ... number of retail stores we operate and the corresponding owned and leased footprint at February 2, 2013: Owned Building on Leased Land Partially Owned and Partially Leased Location Number of stores Owned Stores Leased Stores Alabama ...Arkansas ...Arizona ...California ...Colorado ...Florida...

  • Page 16
    ... the following additional facilities: Facility Location Square Feet Owned / Leased Distribution Centers: ... Internet Fulfillment Center ...Dillard's Executive Offices ...CDI Contractors, LLC Executive CDI Storage Facilities ... ...Office ... ... ... ... ... Mabelvale, AR Gilbert, AZ Valdosta...

  • Page 17
    ...-year term. There are no other persons chosen to become executive officers. Name Age Position & Office Held Present Office Since Family Relationship to CEO William Dillard, II ...Alex Dillard ...Mike Dillard ...Drue Matheny ...James I. Freeman ... 68 63 61 66 63 Director; Chief Executive Officer...

  • Page 18
    ... trades on the New York Stock Exchange under the Ticker Symbol ''DDS''. No public market currently exists for the Class B Common Stock. The high and low sales prices of the Company's Class A Common Stock, and dividends declared on each class of common stock, for each quarter of fiscal 2012 and 2011...

  • Page 19
    ... at market close on February 1, 2008 (the last trading day prior to the start of fiscal 2008) and assumes reinvestment of dividends. Stock Performance Graph $500 $450 $400 $350 Dollars $300 $250 $200 $150 $100 $50 $0 2008 2009 2010 Fiscal Year Dillard's S&P 500 S&P 500 Dept Stores 2011 2012...

  • Page 20
    ... of Financial Condition and Results of Operations'', our consolidated audited financial statements and notes thereto and the other information contained elsewhere in this report. (Dollars in thousands of dollars, except per share data) 2012(1) 2011 2010 2009 2008 Net sales ...Percent change ...Cost...

  • Page 21
    ... Notes to Consolidated Financial Statements). • an $18.1 million income tax benefit ($0.37 per share) due to a one-time deduction related to dividends paid to the Dillard's, Inc. Investment and Employee Stock Ownership Plan (see Note 6 of Notes to Consolidated Financial Statements). 2011 The items...

  • Page 22
    ...07 per share) on proceeds received for final payment related to hurricane losses. • a $5.1 million pretax gain ($3.3 million after tax or $0.05 per share) related to the sale of five retail store locations. • a $9.7 million income tax benefit ($0.14 per share) primarily related to net decreases...

  • Page 23
    ... OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. EXECUTIVE OVERVIEW Dillard's, Inc. operates 302 retail department stores spanning 29 states and an Internet store. Our retail stores are located in fashion-oriented shopping malls and open-air centers and offer a broad selection of fashion apparel...

  • Page 24
    ...per share) for asset impairment and store closing charges related to the write-down of one property held for sale. Highlights of fiscal 2012 include: • A comparable store sales increase of 4% over the prior year based on comparable 52-week periods; • Retail operations gross margin improvement of...

  • Page 25
    ... of net sales ...Retail gross profit as a percentage of net sales . . Selling, general and administrative expenses as a percentage of net sales ...Cash flow from operations (in millions) ...Total retail store count at end of period ...Retail sales per square foot ...Retail stores sales trend...

  • Page 26
    ... stores; sales from new stores opened during the current fiscal year; sales in the previous fiscal year for stores closed during the current or previous fiscal year that are no longer considered comparable stores; sales in clearance centers; and changes in the allowance for sales returns. Service...

  • Page 27
    ...Consolidated Financial Statements. Merchandise inventory. Approximately 96% of the Company's inventories are valued at the lower of cost or market using the last-in, first-out retail inventory method (''LIFO RIM''). Under LIFO RIM, the valuation of inventories at cost and the resulting gross margins...

  • Page 28
    ... on our sales return provision were not material for the years ended February 2, 2013, January 28, 2012 and January 29, 2011. The Company's share of income earned under the Alliance with GE involving the Dillard's branded proprietary credit cards is included as a component of service charges and...

  • Page 29
    ... changes in the manner of our use of assets or the strategy for the overall business; • Significant negative industry or economic trends; • A current-period operating or cash flow loss combined with a history of operating or cash flow losses; or • Store closings. The Company performs...

  • Page 30
    ... cash flows of the benefit plans by annual periods. The discount rate decreased to 4.0% as of February 2, 2013 from 4.3% as of January 28, 2012. We believe that these assumptions have been appropriate and that, based on these assumptions, the pension liability of $176 million is appropriately stated...

  • Page 31
    ... for the past two years is as follows: Fiscal 2012 - 2011 Percent Change Fiscal Fiscal 2012 - 2011* 2011 - 2010 Retail operations segment Cosmetics ...Ladies' apparel ...Ladies' accessories and lingerie Juniors' and children's apparel . Men's apparel and accessories . Shoes ...Home and furniture...

  • Page 32
    men's apparel and accessories increased moderately. Sales of ladies' apparel were essentially flat, and sales in the home and furniture category were down moderately. The number of sales transactions decreased 2% over the prior year while the average dollars per sales transaction increased ...

  • Page 33
    ... increased markdowns. Inventory in comparable stores increased 3% as of January 28, 2012 compared to January 29, 2011. During fiscal 2011, gross margin improved moderately in the home and furniture category and improved slightly in shoes and ladies' apparel. Ladies' accessories and lingerie and men...

  • Page 34
    ...SG&A improved 60 basis points of sales during fiscal 2012 compared to fiscal 2011 while total SG&A dollars increased $40.6 million. The dollar increase was most noted in: payroll and payroll related taxes ($42.9 million), primarily due to the 53rd week of fiscal 2012 as well as increases in selling...

  • Page 35
    ... levels partially offset by increased credit facility fees as well as an increase of interest resulting from the 53rd week of fiscal 2012. Total weighted average debt outstanding during fiscal 2012 decreased approximately $106.6 million compared to fiscal 2011. 2011 Compared to 2010 Net interest and...

  • Page 36
    ... of assets. Fiscal 2011 During fiscal 2011, the Company received proceeds of $10.3 million from the sale of two former retail store locations located in West Palm Beach, Florida and Las Vegas, Nevada, resulting in gains totaling $1.3 million. Additionally, the Company received proceeds of $11...

  • Page 37
    ... paid to the Dillard's, Inc. Investment and Employee Stock Ownership Plan, $2.8 million related to federal tax credits, $1.2 million for the increase in the cash surrender value of life insurance policies, $1.8 million due to net decreases in unrecognized tax benefits, interest and penalties...

  • Page 38
    ...and dividend payments to shareholders. Cash flows for the three fiscal years ended were as follows: (in thousands of dollars) Fiscal 2012 Fiscal 2011 Fiscal 2010 Percent Change 2012 - 2011 2011 - 2010 Operating Activities ...Investing Activities ...Financing Activities ...Total Cash (Used) Provided...

  • Page 39
    ...to improve moderately during fiscal 2013 compared to fiscal 2012. The amount the Company receives is dependent on the level of sales on GE accounts, the level of balances carried on the GE accounts by GE customers, payment rates on GE accounts, finance charge rates and other fees on GE accounts, the...

  • Page 40
    ... facility, the repayment of mortgage notes or long-term debt, the payment of dividends and the purchase of treasury stock. Cash used in financing activities decreased to $517.2 million in fiscal 2012 from $536.9 million in fiscal 2011. This increase in cash flow of $19.7 million was primarily due to...

  • Page 41
    ... 2011, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the Company's Class A Common Stock (''February 2011 Stock Plan''). This authorization permitted the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans...

  • Page 42
    ... impact our net sales which may result in reduced cash flows if we are unable to appropriately manage our inventory levels and expenses. Depending upon our actual and anticipated sources and uses of liquidity, the Company will from time to time consider possible financing transactions, the proceeds...

  • Page 43
    ... financial statements). The Company is not able to reasonably estimate the timing of future cash flows and has excluded these liabilities from the table above; however, at this time, the Company does not expect a material change in unrecognized tax benefits in the next twelve months. (4) The Company...

  • Page 44
    ... and annual periods beginning after December 15, 2011 and was applied retrospectively. The adoption of this standard changed the order and placement where certain financial statement items are presented but did not have any other impact on the Company's financial statements. In February 2013, the...

  • Page 45
    ...of employee benefits or credit card income; adequate and stable availability of materials, production facilities and labor from which the Company sources its merchandise at acceptable pricing; changes in operating expenses, including employee wages, commission structures and related benefits; system...

  • Page 46
    ...AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. As disclosed in the Company's current report on Form 8-K filed with the SEC on October 12, 2011, the Company changed its independent registered public accountants effective for the fiscal year ended January 28, 2012. ITEM 9A...

  • Page 47
    ...the Proxy Statement, which information is incorporated herein by reference. The Company's Board of Directors (''Board'') has adopted a Code of Conduct that applies to all Company employees, including the Company's executive officers, and, when appropriate, the members of the Board. As stated in the...

  • Page 48
    • 1998 Incentive and Nonqualified Stock Option Plan • 2000 Incentive and Nonqualified Stock Option Plan There are no non-shareholder approved plans. Balances presented in the table above are as of February 2, 2013. Additional information called for by this item is incorporated herein by ...

  • Page 49
    ... IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a)(1) and (2) Financial Statements An ''Index of Financial Statements'' has been filed as a part of this Report beginning on page F-1 hereof. (a)(3) Exhibits and Management Compensatory Plans An ''Exhibit Index'' has been filed as a part of...

  • Page 50
    ...WATTS, JR. J. C. Watts, Jr. Director Date: March 28, 2013 /s/ JAMES I. FREEMAN James I. Freeman Senior Vice President and Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ DRUE MATHENY Drue Matheny Executive Vice President and Director /s/ ROBERT C. CONNOR Robert...

  • Page 51
    ... OF FINANCIAL STATEMENTS DILLARD'S, INC. AND SUBSIDIARIES Year Ended February 2, 2013 Page Report of Independent Registered Public Accounting Firm ...Report of Independent Registered Public Accounting Firm ...Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets...

  • Page 52
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Dillard's, Inc. and subsidiaries as of February 2, 2013 and January 28, 2012, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the...

  • Page 53
    ... balance sheets of Dillard's, Inc. and subsidiaries (the Company) as of February 2, 2013 and January 28, 2012, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the fiscal years then ended. These consolidated financial statements...

  • Page 54
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board of Directors and Stockholders of Dillard's, Inc.: In our opinion, the accompanying consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the year ended January 29, 2011 present fairly, in ...

  • Page 55
    Consolidated Balance Sheets Dollars in Thousands February 2, 2013 January 28, 2012 Assets Current assets: Cash and cash equivalents Accounts receivable ...Merchandise inventories . Other current assets ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

  • Page 56
    Consolidated Statements of Income Dollars in Thousands, Except Per Share Data Years Ended January 28, 2012 February 2, 2013 January 29, 2011 Net sales ...Service charges and other income ...Cost of sales ...Selling, general and administrative expenses Depreciation and amortization ...Rentals ......

  • Page 57
    Consolidated Statements of Comprehensive Income Dollars in Thousands Years Ended January 28, 2012 February 2, 2013 January 29, 2011 Net income ...Other comprehensive income (loss): Amortization of retirement plan and other retiree benefit adjustments (net of tax of $2,640, $11,903 and $2,579) ......

  • Page 58
    ... Share Data Accumulated Other Common Stock Additional Paid-in Comprehensive Class A Class B Capital Loss Retained Earnings Treasury Stock Total Balance, January 30, 2010 ...$1,169 Net income ...- Other comprehensive income ...- Issuance of 786,768 shares under stock option and stock bonus plans...

  • Page 59
    ... assets ...Asset impairment and store closing charges ...Excess tax benefits from share-based compensation ...Gain on repurchase of debt ...Changes in operating assets and liabilities: (Increase) decrease in accounts receivable ...Decrease (increase) in merchandise inventories ...Decrease in federal...

  • Page 60
    ... card companies as cash equivalents because they settle the balances within two to three days. Accounts Receivable-Accounts receivable primarily consists of construction receivables of CDI and the monthly settlement with GE for Dillard's share of revenue from the long-term marketing and servicing...

  • Page 61
    ... capitalized during fiscal 2012, 2011 and 2010 was immaterial. For financial reporting purposes, depreciation is computed by the straight-line method over estimated useful lives: Buildings and leasehold improvements ...Furniture, fixtures and equipment ...20 - 40 years 3 - 10 years Properties...

  • Page 62
    ... Consolidated Financial Statements (Continued) 1. Description of Business and Summary of Significant Accounting Policies (Continued) Denver, Colorado and Bonita Springs, Florida and one property located in Toledo, Ohio. During fiscal 2011, the Company sold its interest in the Denver, Colorado mall...

  • Page 63
    ... from customers are excluded from revenue and are recorded in trade accounts payable and accrued expenses until remitted to the taxing authorities. GE Consumer Finance (''GE'') owns and manages Dillard's proprietary credit cards (''proprietary cards'') under a long-term marketing and servicing...

  • Page 64
    Notes to Consolidated Financial Statements (Continued) 1. Description of Business and Summary of Significant Accounting Policies (Continued) $33.8 million and $41.3 million for fiscal years 2012, 2011 and 2010, respectively. The Company records net advertising expenses in selling, general and ...

  • Page 65
    ..., class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates one store format under the Dillard...

  • Page 66
    ... of net sales by segment and major product line: Percentage of Net Sales Fiscal Fiscal Fiscal 2012 2011 2010 Retail operations segment: Cosmetics ...Ladies' apparel ...Ladies' accessories and lingerie Juniors' and children's apparel Men's apparel and accessories . Shoes ...Home and furniture...

  • Page 67
    Notes to Consolidated Financial Statements (Continued) 2. Business Segments (Continued) Fiscal 2010 Construction (in thousands of dollars) Retail Operations Consolidated Net sales from external customers ...Gross profit ...Depreciation and amortization ...Interest and debt expense (income), net...

  • Page 68
    ... Financial Statements (Continued) 4. Long-Term Debt Long-term debt consists of the following: (in thousands of dollars) February 2, 2013 January 28, 2012 Unsecured notes, at rates ranging from 6.63% to 7.88%, due fiscal 2017 through fiscal 2028 ...Term note, payable monthly through fiscal 2012...

  • Page 69
    ... accrued expenses consist of the following: (in thousands of dollars) February 2, 2013 January 28, 2012 Trade accounts payable ...Accrued expenses: Taxes, other than income ...Salaries, wages and employee benefits Liability to customers ...Interest ...Rent ...Other ... ... $469,237 63,890 63,361 42...

  • Page 70
    ... paid to the Dillard's, Inc. Investment and Employee Stock Ownership Plan, $2.8 million related to federal tax credits, $1.2 million for the increase in the cash surrender value of life insurance policies, $1.8 million due to net decreases in unrecognized tax benefits, interest and penalties...

  • Page 71
    ... the effective tax rate. The Company classifies accrued interest expense and penalties relating to income tax in the consolidated financial statements as income tax expense. The total interest and penalties recognized in the consolidated statements of income during fiscal 2012, 2011 and 2010 was...

  • Page 72
    ... of the Company's various state income tax audits and lapse of statutes of limitation. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. Income taxes paid, net of income tax refunds received, during fiscal 2012, 2011 and 2010 were approximately...

  • Page 73
    ... fiscal 2012, 2011 and 2010, respectively. The Company has an unfunded, nonqualified defined benefit plan (''Pension Plan'') for its officers. The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment. Pension expense is determined using...

  • Page 74
    ... fiscal year and is matched to the future expected cash flows of the benefit plans by annual periods. The discount rate had decreased to 4.0% as of February 2, 2013 from 4.3% as of January 28, 2012. Weighted average assumptions are as follows: Fiscal 2012 Fiscal 2011 Fiscal 2010 Discount rate-net...

  • Page 75
    ... Board of Directors authorized the Company to repurchase up to $250 million of the Company's Class A Common Stock under an open-ended plan (''2012 Stock Plan''). This authorization permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting...

  • Page 76
    ... Financial Statements (Continued) 9. Stockholders' Equity (Continued) shares for $250.0 million at an average price of $41.93 per share, which completed the authorization under the February 2011 Stock Plan. 2010 Stock Plan In August 2010, the Company's Board of Directors authorized the Company...

  • Page 77
    ... Financial Statements (Continued) 11. Stock-Based Compensation (Continued) grant under the plans, and 7,547,451 shares of Class A Common Stock were reserved for issuance under the stock option plans. There were no stock options granted during fiscal 2012, 2011 and 2010. During fiscal 2012...

  • Page 78
    ...subsidiaries. In the opinion of management, disposition of these matters is not expected to materially affect the Company's financial position, cash flows or results of operations. 13. Asset Impairment and Store Closing Charges During fiscal 2012, the Company recorded a pretax charge of $1.6 million...

  • Page 79
    ... realize in a current market exchange. The fair value of the Company's long-term debt and subordinated debentures is based on market prices or dealer quotes (for publicly traded unsecured notes) and on discounted future cash flows using current interest rates for financial instruments with similar...

  • Page 80
    ... the fair value of these long-lived assets held for use was based upon a contract the Company has currently entered to sell the assets. Long-lived assets held for sale During fiscal 2012, the Company sold five former retail store locations with carrying values totaling $9.4 million. During fiscal...

  • Page 81
    ...that we estimated would be used by a market participant in valuing these assets. 15. Quarterly Results of Operations (unaudited) (in thousands of dollars, except per share data) April 28 Fiscal 2012, Three Months Ended July 28 October 27 February 2 Net sales ...Gross profit ...Net income ...Diluted...

  • Page 82
    ... and store closing charges related to the write-down of a property held for sale and of an operating property. • an $18.1 million income tax benefit ($0.38 per share) due to a one-time deduction related to dividends paid to the Dillard's Inc. Investment and Employee Stock Ownership Plan. 2011...

  • Page 83
    ..., Sale and Servicing Transfer Agreement among GE Capital Consumer Card Co., General Electric Capital Corporation, Dillard's, Inc. and Dillard National Bank (Exhibit 2.1 to Form 8-K dated as of August 12, 2004 in 1-6140). Private Label Credit Card Program Agreement between Dillard's, Inc. and GE...

  • Page 84
    Number Description 32(a) 32(b) 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE * ** Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of ...

  • Page 85
    ...Little Rock, Arkansas R. Brad Martin - Chairman of RBM Venture Company - Memphis, Tennessee Drue Matheny - Executive Vice President of Dillard's, Inc. Frank R. Mori - Co-Chief Executive Officer and President, Takihyo, Inc. - New York, New York Warren A. Stephens - President & Chief Executive Officer...

  • Page 86
    ...ADDRESS Post Office Box 486 Little Rock, Arkansas 72203 Telephone: 501.376.5200 Fax: 501.376.5917 LISTING New York Stock Exchange Ticker Symbol "DDS" Dillard's, Inc. ranks among the nation's largest fashion apparel and home furnishings retailers with annual sales exceeding $6.5 billion. The Company...