Dillard's 2013 Annual Report Download - page 37

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In February 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"). During fiscal 2011, the Company repurchased 6.0 million
shares for $250.0 million at an average price of $41.93 per share, which completed the authorization under the February 2011
Stock Plan.
In August 2010, the Company's Board of Directors authorized the Company to repurchase up to $250 million of the
Company's Class A Common Stock ("2010 Stock Plan"). During fiscal 2011, the Company repurchased 0.4 million shares for
$18.7 million at an average price of $42.19 per share, which completed the remaining authorization under the 2010 Stock Plan.
The ultimate disposition of the repurchased stock has not been determined.
Revolving Credit Agreement. At February 1, 2014, the Company maintained a $1.0 billion revolving credit facility
("credit agreement") with J. P. Morgan Securities LLC ("JPMorgan") and Wells Fargo Capital Finance, LLC as the lead agents
for various banks, secured by the inventory of Dillard's, Inc. operating subsidiaries. The credit agreement expires July 1, 2018.
Borrowings under the credit agreement accrue interest at either JPMorgan's Base Rate or LIBOR plus 1.5% (1.66% at
February 1, 2014) subject to certain availability thresholds as defined in the credit agreement.
Limited to 90% of the inventory of certain Company subsidiaries, availability for borrowings and letter of credit
obligations under the credit agreement was $908.9 million at February 1, 2014. No borrowings were outstanding at February 1,
2014. Letters of credit totaling $35.7 million were issued under this credit agreement leaving unutilized availability under the
facility of approximately $873 million at February 1, 2014. There are no financial covenant requirements under the credit
agreement provided that availability for borrowings and letters of credit exceeds $100 million. The Company pays an annual
commitment fee to the banks of 0.25% of the committed amount less outstanding borrowings and letters of credit. The
Company had weighted-average borrowings of $45.5 million and $17.0 million during fiscal 2013 and 2012, respectively.
Peak borrowings under the credit facility were approximately $252 million during fiscal 2013. The Company expects
peak borrowings to not exceed $250 million during fiscal 2014.
Long-term Debt. At February 1, 2014, the Company had $614.8 million of long-term debt, comprised of unsecured
notes. The unsecured notes bear interest at rates ranging from 6.625% to 7.875% with due dates from fiscal 2017 through fiscal
2028.
During fiscal 2013, the Company reduced its net level of outstanding debt and capital leases by $1.7 million compared to
a reduction of $79.0 million in fiscal 2012. No debt matured during fiscal 2013, and the reduction in fiscal 2012 was primarily
due to the payment of regularly scheduled maturities of the unsecured notes, term note and mortgage principal.
In addition to paying the regularly scheduled maturities of the unsecured notes, term note and mortgage principal during
fiscal 2011, the Company repurchased $5.7 million face amount of its 6.625% notes with an original maturity on January 15,
2018.
There are no maturities of long-term debt during fiscal 2014 through fiscal 2016, and $87.2 million and $161.0 million of
long-term debt matures in fiscal 2017 and fiscal 2018, respectively.
Subordinated Debentures. As of February 1, 2014, the Company had $200 million outstanding of its 7.5%
subordinated debentures due August 1, 2038. All of these subordinated debentures were held by Dillard's Capital Trust I, a
100% owned, unconsolidated finance subsidiary of the Company. The Company has the right to defer the payment of interest
on the subordinated debentures at any time for a period not to exceed 20 consecutive quarters; however, the Company has no
present intention of exercising this right to defer interest payments.