Dillard's 2012 Annual Report Download - page 41

2012, the Company repurchased 439 thousand shares for $27.5 million at an average price of $62.71 per
share, which completed the authorization under the May 2011 Stock Plan.
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’’). This
authorization permitted the Company to repurchase its Class A Common Stock in the open market,
pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act or
through privately negotiated transactions. 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 2010, the
Company repurchased 7.5 million shares for $231.3 million at an average price of $31.04 per share.
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.
In November 2007, the Company’s Board of Directors approved the repurchase of up to $200
million of the Company’s Class A Common Stock (‘‘2007 Stock Plan’’). Availability under the 2007
Stock Plan at the beginning of fiscal 2010 was $182.6 million. During fiscal 2010, the Company
repurchased 7.2 million shares of stock for approximately $182.6 million at an average price of $25.39
per share, which completed the remaining authorization under the 2007 Stock Plan.
The ultimate disposition of the repurchased stock has not been determined.
In March 2013, the Company completed the purchase of the $92.0 million outstanding at
February 2, 2013 under the February 2012 plan. The Company also announced that the Board of
Directors authorized the repurchase of up to an additional $250 million of its Class A Common Stock.
This authorization permits the Company to repurchase its Class A Common Stock in the open market,
pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act or
through privately negotiated transactions. The plan has no expiration date.
Revolving Credit Agreement. At February 2, 2013, the Company maintained a $1.0 billion
revolving credit facility (‘‘credit agreement’’) with JPMorgan 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 April 11, 2017.
Borrowings under the credit agreement accrue interest at either JPMorgan’s Base Rate or LIBOR
plus 1.5% (1.70% at February 2, 2013) 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 $871.5 million at February 2, 2013. No
borrowings were outstanding at February 2, 2013. Letters of credit totaling $52.5 million were issued
under this credit agreement leaving unutilized availability under the facility of approximately $819
million at February 2, 2013. 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 0.375% of the committed amount less outstanding
borrowings and letters of credit. The Company had weighted-average borrowings of $17.0 million and
$72.6 million during fiscal 2012 and 2011, respectively.
Peak borrowings under the credit facility were approximately $149 million during fiscal 2012. Peak
borrowings during fiscal 2013 are expected to be at similar levels as fiscal 2012.
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