Edgar Filing: DILLARD'S, INC.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 29, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-6140

DILLARD’S, INC.

(Exact name of registrant as specified in its charter)



DELAWARE		71-0388071
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201

(Address of principal executive offices)

(Zip Code)

(501) 376-5200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨		Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS A COMMON STOCK as of August 26, 2017 25,011,159

CLASS B COMMON STOCK as of August 26, 2017 4,010,401

Table of Contents

Index

DILLARD’S, INC.



		Page
		Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of July 29, 2017, January 28, 2017 and July 30, 2016	3

	Condensed Consolidated Statements of Operations and Retained Earnings for the Three and Six Months Ended July 29, 2017 and July 30, 2016	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended July 29, 2017 and July 30, 2016	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 29, 2017 and July 30, 2016	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 6.	Exhibits	26

SIGNATURES		27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DILLARD’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands)



	July 29, 2017			January 28, 2017			July 30, 2016
Assets
Current assets:
Cash and cash equivalents	$	135,089		$	346,985		$	128,250
Accounts receivable	39,191			48,230			41,210
Merchandise inventories	1,527,385			1,406,403			1,499,265
Federal and state income taxes	20,302			—			21,961
Other current assets	37,906			36,303			45,948

Total current assets	1,759,873			1,837,921			1,736,634

Property and equipment (net of accumulated depreciation and amortization of $2,580,082, $2,478,490 and $2,494,914, respectively)	1,733,559			1,790,267			1,851,831
Other assets	255,903			259,948			254,543

Total assets	$	3,749,335		$	3,888,136		$	3,843,008

Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable and accrued expenses	$	873,553		$	839,305		$	760,624
Current portion of long-term debt	248,071			87,201			—
Current portion of capital lease obligations	1,058			3,281			3,236
Federal and state income taxes	—			46,730			—

Total current liabilities	1,122,682			976,517			763,860

Long-term debt	365,359			526,106			613,184
Capital lease obligations	3,447			3,988			4,505
Other liabilities	238,907			238,424			242,100
Deferred income taxes	216,219			225,684			250,663
Subordinated debentures	200,000			200,000			200,000
Commitments and contingencies
Stockholders’ equity:
Common stock	1,238			1,238			1,238
Additional paid-in capital	944,401			943,467			941,709
Accumulated other comprehensive loss	(11,137		)	(11,137		)	(16,746		)
Retained earnings	4,198,855			4,153,844			4,078,824
Less treasury stock, at cost	(3,530,636		)	(3,369,995		)	(3,236,329		)

Total stockholders’ equity	1,602,721			1,717,417			1,768,696


Total liabilities and stockholders’ equity	$	3,749,335		$	3,888,136		$	3,843,008

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

(Unaudited)

(In Thousands, Except Per Share Data)



	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Net sales	$	1,427,210		$	1,452,445		$	2,845,321		$	2,955,687
Service charges and other income	36,600			36,305			71,363			71,860

	1,463,810			1,488,750			2,916,684			3,027,547

Cost of sales	1,007,054			993,359			1,877,139			1,931,938
Selling, general and administrative expenses	401,698			395,144			800,150			793,488
Depreciation and amortization	59,868			60,607			119,879			121,252
Rentals	6,456			5,880			12,658			11,870
Interest and debt expense, net	15,798			15,979			31,480			31,693
Gain on disposal of assets	(23		)	(781		)	(42		)	(876		)

(Loss) income before income taxes and income on and equity in earnings of joint ventures	(27,041		)	18,562			75,420			138,182
Income taxes (benefit)	(9,950		)	6,490			26,220			48,690
Income on and equity in earnings of joint ventures	11			11			22			22

Net (loss) income	(17,080		)	12,083			49,222			89,514

Retained earnings at beginning of period	4,217,972			4,069,151			4,153,844			3,994,211
Cash dividends declared	(2,037		)	(2,410		)	(4,211		)	(4,901		)

Retained earnings at end of period	$	4,198,855		$	4,078,824		$	4,198,855		$	4,078,824

(Loss) earnings per share:
Basic and diluted	$	(0.58	)	$	0.35		$	1.62		$	2.55

Cash dividends declared per common share	$	0.07		$	0.07		$	0.14		$	0.14

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In Thousands)



	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017		July 30, 2016
Net (loss) income	$	(17,080	)	$	12,083	$	49,222	$	89,514
Other comprehensive income:
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $0, $115, $0 and $230, respectively)	—			186		—		372

Comprehensive (loss) income	$	(17,080	)	$	12,269	$	49,222	$	89,886

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)



	Six Months Ended
	July 29, 2017			July 30, 2016
Operating activities:
Net income	$	49,222		$	89,514
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and other deferred cost	121,033			122,354
Gain on disposal of assets	(42		)	(876		)
Changes in operating assets and liabilities:
Decrease in accounts receivable	9,039			5,928
Increase in merchandise inventories	(120,982		)	(124,760		)
Increase in other current assets	(669		)	(664		)
Decrease in other assets	2,366			1,013
Increase in trade accounts payable and accrued expenses and other liabilities	35,841			77,046
Decrease in income taxes	(73,652		)	(82,811		)

Net cash provided by operating activities	22,156			86,744

Investing activities:
Purchases of property and equipment	(65,979		)	(41,990		)
Proceeds from disposal of assets	3,090			957
Proceeds from insurance	1,875			—
Distribution from joint venture	855			—

Net cash used in investing activities	(60,159		)	(41,033		)

Financing activities:
Principal payments on long-term debt and capital lease obligations	(2,764		)	(2,812		)
Cash dividends paid	(4,486		)	(5,011		)
Purchase of treasury stock	(166,643		)	(112,507		)

Net cash used in financing activities	(173,893		)	(120,330		)

Decrease in cash and cash equivalents	(211,896		)	(74,619		)
Cash and cash equivalents, beginning of period	346,985			202,869

Cash and cash equivalents, end of period	$	135,089		$	128,250

Non-cash transactions:
Accrued capital expenditures	$	3,900		$	3,600
Stock awards	934			913

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended July 29, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending February 3, 2018 due to, among other factors, the seasonal nature of the business.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the SEC on March 24, 2017.

Note 2. Business Segments

The Company operates in two reportable segments: the operation of retail department stores (“retail operations”) and a general contracting construction company (“construction”).

For the Company’s retail operations, the Company determined its operating segments on a store by store basis. Each store’s operating performance has been aggregated into one reportable segment. The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, 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’s name where each store offers the same general mix of merchandise with similar categories and similar customers. The Company believes that disaggregating its operating segments would not provide meaningful additional information.

Table of Contents

The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations:



(in thousands of dollars)	Retail Operations			Construction			Consolidated
Three Months Ended July 29, 2017:
Net sales from external customers	$	1,384,553		$	42,657		$	1,427,210
Gross profit	418,491			1,665			420,156
Depreciation and amortization	59,701			167			59,868
Interest and debt expense (income), net	15,817			(19		)	15,798
(Loss) income before income taxes and income on and equity in earnings of joint ventures	(27,683		)	642			(27,041		)
Income on and equity in earnings of joint ventures	11			—			11
Total assets	3,707,899			41,436			3,749,335

Three Months Ended July 30, 2016:
Net sales from external customers	$	1,403,410		$	49,035		$	1,452,445
Gross profit	457,275			1,811			459,086
Depreciation and amortization	60,433			174			60,607
Interest and debt expense (income), net	15,994			(15		)	15,979
Income before income taxes and income on and equity in earnings of joint ventures	17,918			644			18,562
Income on and equity in earnings of joint ventures	11			—			11
Total assets	3,789,486			53,522			3,843,008

Six Months Ended July 29, 2017:
Net sales from external customers	$	2,770,073		$	75,248		$	2,845,321
Gross profit	964,991			3,191			968,182
Depreciation and amortization	119,544			335			119,879
Interest and debt expense (income), net	31,520			(40		)	31,480
Income before income taxes and income on and equity in earnings of joint ventures	74,677			743			75,420
Income on and equity in earnings of joint ventures	22			—			22
Total assets	3,707,899			41,436			3,749,335

Six Months Ended July 30, 2016:
Net sales from external customers	$	2,852,798		$	102,889		$	2,955,687
Gross profit	1,019,454			4,295			1,023,749
Depreciation and amortization	120,908			344			121,252
Interest and debt expense (income), net	31,723			(30		)	31,693
Income before income taxes and income on and equity in earnings of joint ventures	136,699			1,483			138,182
Income on and equity in earnings of joint ventures	22			—			22
Total assets	3,789,486			53,522			3,843,008

Intersegment construction revenues of $12.6 million and $23.3 million for the three months ended July 29, 2017 and July 30, 2016, respectively, and $21.6 million and $33.2 million for the six months ended July 29, 2017 and July 30, 2016, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

Table of Contents

Note 3. Earnings Per Share Data

The following table sets forth the computation of basic and diluted (loss) earnings per share for the periods indicated (in thousands, except per share data).



	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017		July 30, 2016
Net (loss) income	$	(17,080	)	$	12,083	$	49,222	$	89,514

Weighted average shares of common stock outstanding	29,363			34,536		30,310		35,094

Basic and diluted (loss) earnings per share	$	(0.58	)	$	0.35	$	1.62	$	2.55

The Company maintains a capital structure in which common stock is the only equity security issued and outstanding, and there were no shares of preferred stock, stock options, other dilutive securities or potentially dilutive securities issued or outstanding during the three and six months ended July 29, 2017 and July 30, 2016.

Note 4. Commitments and Contingencies

Various legal proceedings, in the form of lawsuits and claims, which occur in the normal course of business, are pending against the Company and its subsidiaries. In the opinion of management, disposition of these matters, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, cash flows or results of operations.

At July 29, 2017, letters of credit totaling $25.6 million were issued under the Company’s revolving credit facility.

Note 5. Benefit Plans

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. The Company determines pension expense using an actuarial cost method to estimate the total benefits ultimately payable to officers and allocates this cost to service periods. The actuarial assumptions used to calculate pension costs are reviewed annually. The Company contributed $1.2 million and $2.8 million to the Pension Plan during the three and six months ended July 29, 2017, respectively, and expects to make additional contributions to the Pension Plan of approximately $2.5 million during the remainder of fiscal 2017.

The components of net periodic benefit costs are as follows (in thousands):



	Three Months Ended				Six Months Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Components of net periodic benefit costs:
Service cost	$	873	$	984	$	1,746	$	1,967
Interest cost	1,808		1,919		3,615		3,839
Net actuarial loss	—		301		—		602
Net periodic benefit costs	$	2,681	$	3,204	$	5,361	$	6,408

Net periodic benefit costs are included in selling, general and administrative expenses.

Note 6. Revolving Credit Agreement

At July 29, 2017, the Company maintained a $1.0 billion unsecured revolving credit facility (“credit agreement”). The credit agreement was available to the Company for working capital needs and general corporate purposes. The Company paid a variable rate of interest on borrowings under the credit agreement and a commitment fee to the participating banks based on the Company's debt rating. The rate of interest on borrowings was LIBOR plus 1.375%, and the commitment fee for unused borrowings was 0.20% per annum.

Table of Contents

At July 29, 2017, no borrowings were outstanding, and letters of credit totaling $25.6 million were issued under the credit agreement leaving unutilized availability under the facility of approximately $974 million.

To be in compliance with the financial covenants of the credit agreement, the Company's total leverage ratio could not exceed 4.0 to 1.0, and the coverage ratio could not be less than 2.5 to 1.0, as defined in the credit agreement. At July 29, 2017, the Company was in compliance with all financial covenants related to the credit agreement.

See Note 13, Subsequent Event, for additional information regarding an amendment to the credit agreement.

Note 7. Stock Repurchase Program

On February 25, 2016, the Company’s Board of Directors authorized the Company to repurchase $500 million of the Company’s Class A Common Stock under an open-ended stock plan. The 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 Securities Exchange Act of 1934 or through privately negotiated transactions. The authorization has no expiration date.

The following is a summary of share repurchase activity for the periods indicated (in millions, except per share data):



	Three Months Ended				Six Months Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Cost of shares repurchased	$	69.5	$	54.1	$	160.6	$	112.5
Number of shares repurchased	1.4		0.9		3.1		1.6
Average price per share	$	50.00	$	61.18	$	52.08	$	70.08

All repurchases of the Company’s Class A Common Stock above were made at the market price at the trade date. Accordingly, all amounts paid to reacquire these shares were allocated to Treasury Stock. As of July 29, 2017, $93.2 million of authorization remained under the Company's stock repurchase plan.

Note 8. Income Taxes

During the three months ended July 29, 2017, income tax benefit differed from what would be computed using the statutory federal tax rate primarily due to the effect of state and local income taxes and tax benefits recognized for federal tax credits. During the three months ended July 30, 2016, income tax expense differed from what would be computed using the statutory federal tax rate primarily due to the effect of state and local income taxes partially offset by tax benefits recognized for federal tax credits.

During the six months ended July 29, 2017 and July 30, 2016, income tax expense differed from what would be computed using the statutory federal tax rate primarily due to the effect of state and local income taxes partially offset by tax benefits recognized for federal tax credits.

Table of Contents

Note 9. Reclassifications from Accumulated Other Comprehensive Loss (“AOCL”)

Reclassifications from AOCL are summarized as follows (in thousands):



	Amount Reclassified from AOCL
	Three Months Ended				Six Months Ended				Affected Line Item in the Statement Where Net Income Is Presented
Details about AOCL Components	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Defined benefit pension plan items
Amortization of actuarial losses	$	—	$	301	$	—	$	602	Total before tax (1)
	—		115		—		230		Income tax expense
	$	—	$	186	$	—	$	372	Total net of tax

At January 28, 2017, the net actuarial loss was $18.0 million, and the projected benefit obligation was $183.6 million. For fiscal year 2017, there is no amortization of the net loss in accumulated other comprehensive income as the net loss does not exceed 10% of the projected benefit obligation.

_______________________________

(1) These items are included in the computation of net periodic pension cost. See Note 5, Benefit Plans, for additional information.

Note 10. Changes in Accumulated Other Comprehensive Loss

Changes in AOCL by component (net of tax) are summarized as follows (in thousands):



	Defined Benefit Pension Plan Items
	Three Months Ended					Six Months Ended
	July 29, 2017		July 30, 2016			July 29, 2017		July 30, 2016
Beginning balance	$	11,137	$	16,932		$	11,137	$	17,118

Other comprehensive income before reclassifications	—		—			—		—
Amounts reclassified from AOCL	—		(186		)	—		(372		)
Net other comprehensive income	—		(186		)	—		(372		)

Ending balance	$	11,137	$	16,746		$	11,137	$	16,746

Note 11. Fair Value Disclosures

The estimated fair values of financial instruments presented herein have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of amounts the Company could realize in a current market exchange.

The fair value of the Company’s long-term debt and subordinated debentures is based on market prices.

The fair value of the Company’s cash and cash equivalents and accounts receivable approximates their carrying values at July 29, 2017 due to the short-term maturities of these instruments. The fair value of the Company’s long-term debt (including current portion) at July 29, 2017 was approximately $673 million. The carrying value of the Company’s long-term debt (including current portion) at July 29, 2017 was $613.4 million. The fair value of the Company’s subordinated debentures at July 29, 2017 was approximately $205 million. The carrying value of the Company’s subordinated debentures at July 29, 2017 was $200 million.

Table of Contents

Note 12. Recently Issued Accounting Standards

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

This update was amended by ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date for the Company from the first quarter of fiscal 2017 to the first quarter of fiscal 2018.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This ASU clarifies the implementation guidance on principal versus agent considerations, as it assists in the determination of whether the entity controls the good or service before it is transferred to the customer.

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU clarifies two aspects of Topic 606, including identifying performance obligations and the licensing implementation guidance, while retaining the principles for those areas.

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This ASU clarifies three aspects of Topic 606, including the objective of the collectibility criterion, the measurement date for noncash consideration and the requirements for a completed contract. The ASU also includes a practical expedient for contract modifications. Additionally, the amendments allow an entity to exclude amounts collected from customers for all sales taxes from the transaction price.

The Company has substantially completed its initial evaluation of the impact of these updates on its consolidated financial statements, including an in-depth assessment of all revenue streams to determine which processes will be affected by these updates and the transition methods for applying the updates. Based on the results of the assessment, the Company is focusing on the construction segment revenue that is recorded using the percentage of completion method and working to quantify the impact to the financial statements. The Company expects that there will be certain adjustments to the retail operations that are not expected to be material to the consolidated financial statements. The Company will adopt the standard during the first quarter of fiscal 2018.

Leases: Amendments to the FASB Accounting Standards Codification

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification, to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under these amendments, lessees are required to recognize lease assets and lease liabilities for leases historically classified as operating leases under Accounting Standards Codification, Leases (Topic 840). ASU No. 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2018, and early adoption is permitted. The Company's operating leases include building and equipment leases. The Company expects the majority of these current operating leases will be impacted by this ASU resulting in increases in assets and liabilities in the Company's consolidated financial statements. While early adoption is permitted for this ASU, the Company intends to adopt the standard during the first quarter of fiscal 2019.

Classification of Certain Cash Receipts and Cash Payments

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to reduce the diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments within ASU No. 2016-15 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Although early adoption is permitted, the Company plans

Table of Contents

to adopt the standard during the first quarter of fiscal 2018. The Company is currently assessing the impact of this update on its consolidated financial statements.

Intra-Entity Transfers of Assets Other Than Inventory

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, as part of its initiative to reduce complexity in accounting standards. Under these amendments, an entity is required to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments within ASU No. 2016-16 are effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact of this update on its consolidated financial statements. The Company intends to adopt the standard during the first quarter of fiscal 2018.

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, to improve the presentation of net periodic pension cost in the income statement. The amendments within ASU No. 2017-07 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this update are to be applied retrospectively. The Company is currently assessing the impact of this update on its consolidated financial statements. The Company intends to adopt the standard during the first quarter of fiscal 2018.

Note 13. Subsequent Event

In August 2017, the Company amended and extended its senior unsecured revolving credit facility (the "new credit agreement") replacing the Company's previous credit agreement. The new credit agreement provides borrowing capacity of $800 million with a $200 million expansion option and matures on August 9, 2022. The variable rate of interest on borrowings and commitment fee for unused borrowings are unchanged under the new credit agreement. The new credit agreement is available to the Company for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. To be in compliance with the financial covenants of the new credit agreement, the Company's total leverage ratio cannot exceed 3.5 to 1.0, and the coverage ratio cannot be less than 2.5 to 1.0, as defined in the new credit agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and the footnotes thereto included elsewhere in this report, as well as the financial and other information included in our Annual Report on Form 10-K for the year ended January 28, 2017.

EXECUTIVE OVERVIEW

The Company recorded significant markdowns during the second quarter of 2017 which contributed to a disappointing net loss. During the three months ended July 29, 2017, comparable store sales declined 1% over last year's second quarter. Gross margin from retail operations decreased 235 basis points of net sales. Selling, general and administrative expenses ("SG&A") from retail operations increased 83 basis points of net sales. The Company reported a consolidated net loss of $17.1 million ($0.58 per share) for the current year second quarter compared to consolidated net income of $12.1 million ($0.35 per share) for the prior year second quarter.

During the three months ended July 29, 2017, the Company purchased $69.5 million of Class A Common Stock under its $500 million stock repurchase plan. As of July 29, 2017, authorization of $93.2 million remained under the plan.

As of July 29, 2017, the Company had working capital of $637.2 million, cash and cash equivalents of $135.1 million and $813.4 million of total debt outstanding, excluding capital lease obligations. Cash flows from operating activities were $22.2 million for the six months ended July 29, 2017.

The Company currently operates 268 Dillard's locations, 25 clearance centers and one internet store.

Table of Contents

Key Performance Indicators

We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following:



	Three Months Ended
	July 29, 2017			July 30, 2016
Net sales (in millions)	$	1,427.2		$	1,452.4
Retail stores sales trend	(1		)%	(4		)%
Comparable retail stores sales trend	(1		)%	(5		)%
Gross profit (in millions)	$	420.2		$	459.1
Gross profit as a percentage of net sales	29.4		%	31.6		%
Retail gross profit as a percentage of net sales	30.2		%	32.6		%
Selling, general and administrative expenses as a percentage of net sales	28.1		%	27.2		%
Cash flow from operations (in millions)	$	22.2		$	86.7
Total retail store count at end of period	293			294
Retail sales per square foot	$	29		$	29
Retail store inventory trend	2		%	1		%
Annualized retail merchandise inventory turnover	2.4			2.4

General

Net sales. Net sales includes merchandise sales of comparable and non-comparable stores and revenue recognized on contracts of CDI Contractors, LLC (“CDI”), the Company’s general contracting construction company. Comparable store sales includes sales for those stores which were in operation for a full period in both the current quarter and the corresponding quarter for the prior year. Comparable store sales excludes changes in the allowance for sales returns. Non-comparable store sales includes: sales in the current fiscal year from stores opened during the previous fiscal year before they are considered comparable 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 charges and other income. Service charges and other income includes income generated through the long-term private label card alliance with Wells Fargo Bank, N.A. (“Wells Fargo Alliance”). Other income includes rental income, shipping and handling fees, gift card breakage and lease income on leased departments.

Cost of sales. Cost of sales includes the cost of merchandise sold (net of purchase discounts, non-specific margin maintenance allowances and merchandise margin maintenance allowances), bankcard fees, freight to the distribution centers, employee and promotional discounts, shipping to customers and direct payroll for salon personnel. Cost of sales also includes CDI contract costs, which comprise all direct material and labor costs, subcontract costs and those indirect costs related to contract performance, such as indirect labor, employee benefits and insurance program costs.

Selling, general and administrative expenses. Selling, general and administrative expenses include buying, occupancy, selling, distribution, warehousing, store and corporate expenses (including payroll and employee benefits), insurance, employment taxes, advertising, management information systems, legal and other corporate level expenses. Buying expenses consist of payroll, employee benefits and travel for design, buying and merchandising personnel.

Depreciation and amortization. Depreciation and amortization expenses include depreciation and amortization on property and equipment.

Rentals. Rentals includes expenses for store leases, including contingent rent, and data processing and other equipment rentals.

Interest and debt expense, net. Interest and debt expense includes interest, net of interest income and capitalized interest, relating to the Company’s unsecured notes, subordinated debentures and borrowings under the Company’s credit facility.

Table of Contents

Interest and debt expense also includes gains and losses on note repurchases, if any, amortization of financing costs and interest on capital lease obligations.

Gain on disposal of assets. Gain on disposal of assets includes the net gain or loss on the sale or disposal of property and equipment.

Income on and equity in earnings of joint ventures. Income on and equity in earnings of joint ventures includes the Company's portion of the income or loss of the Company's unconsolidated joint ventures.

Seasonality

Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year due to the holiday season. Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

RESULTS OF OPERATIONS

The following table sets forth the results of operations as a percentage of net sales for the periods indicated (percentages may not foot due to rounding):



	Three Months Ended				Six Months Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Service charges and other income	2.6		2.5		2.5		2.4

	102.6		102.5		102.5		102.4

Cost of sales	70.6		68.4		66.0		65.4
Selling, general and administrative expenses	28.1		27.2		28.1		26.8
Depreciation and amortization	4.2		4.2		4.2		4.1
Rentals	0.5		0.4		0.4		0.4
Interest and debt expense, net	1.1		1.1		1.1		1.1
Gain on disposal of assets	—		(0.1	)	—		—

(Loss) income before income taxes and income on and equity in earnings of joint ventures	(1.9	)	1.3		2.7		4.7
Income taxes (benefit)	(0.7	)	0.4		0.9		1.6
Income on and equity in earnings of joint ventures	—		—		—		—

Net (loss) income	(1.2	)%	0.8	%	1.7	%	3.0	%

Table of Contents

Net Sales



	Three Months Ended
(in thousands of dollars)	July 29, 2017		July 30, 2016		$ Change
Net sales:
Retail operations segment	$	1,384,553	$	1,403,410	$	(18,857	)
Construction segment	42,657		49,035		(6,378		)
Total net sales	$	1,427,210	$	1,452,445	$	(25,235	)

The percent change in the Company’s sales by segment and product category for the three months ended July 29, 2017 compared to the three months ended July 30, 2016 as well as the sales percentage by segment and product category to total net sales for the three months ended July 29, 2017 are as follows:



	% Change 2017-2016		% of Net Sales
Retail operations segment
Cosmetics	(4.7	)%	13	%
Ladies’ apparel	0.9		25
Ladies’ accessories and lingerie	(1.1	)	16
Juniors’ and children’s apparel	(0.6	)	8
Men’s apparel and accessories	(1.4	)	17
Shoes	(2.1	)	15
Home and furniture	(4.5	)	3
			97
Construction segment	(13.0	)	3
Total			100	%

Net sales from the retail operations segment decreased $18.9 million during the three months ended July 29, 2017 compared to the three months ended July 30, 2016, decreasing 1% in both total and comparable stores. Sales of cosmetics decreased significantly over the second quarter last year. Sales of shoes and home and furniture decreased moderately, while sales of ladies' accessories and lingerie, men's apparel and accessories and juniors' and children's apparel decreased slightly. Sales of ladies' apparel increased slightly.

The number of sales transactions decreased 3% for the three months ended July 29, 2017 compared to the three months ended July 30, 2016 while the average dollars per sales transaction increased 2%. We recorded an allowance for sales returns of $6.2 million and $7.1 million as of July 29, 2017 and July 30, 2016, respectively.

During the three months ended July 29, 2017, net sales from the construction segment decreased $6.4 million or 13% compared to the three months ended July 30, 2016 due to a decrease in construction projects. The backlog of awarded construction contracts at July 29, 2017 totaled $182.0 million, decreasing approximately 23% from January 28, 2017 and decreasing approximately 46% from July 30, 2016. We expect the backlog to be earned over the next nine to twenty-four months.

Table of Contents



	Six Months Ended
(in thousands of dollars)	July 29, 2017		July 30, 2016		$ Change
Net sales:
Retail operations segment	$	2,770,073	$	2,852,798	$	(82,725	)
Construction segment	75,248		102,889		(27,641		)
Total net sales	$	2,845,321	$	2,955,687	$	(110,366	)

The percent change in the Company’s sales by segment and product category for the six months ended July 29, 2017 compared to the six months ended July 30, 2016 as well as the sales percentage by segment and product category to total net sales for the six months ended July 29, 2017 are as follows:



	% Change 2017-2016		% of Net Sales
Retail operations segment
Cosmetics	(7.7	)%	13	%
Ladies’ apparel	0.6		25
Ladies’ accessories and lingerie	(4.1	)	15
Juniors’ and children’s apparel	(1.4	)	9
Men’s apparel and accessories	(2.7	)	16
Shoes	(3.0	)	16
Home and furniture	(7.2	)	3
			97
Construction segment	(26.9	)	3
Total			100	%

Net sales from the retail operations segment decreased $82.7 million during the six months ended July 29, 2017 compared to the six months ended July 30, 2016, decreasing 3% in total and 2% in comparable stores. Sales of cosmetics and home and furniture decreased significantly over the prior year period. Sales of shoes, ladies' accessories and lingerie and men's apparel and accessories decreased moderately over the prior year period, while sales of juniors' and children's apparel decreased slightly. Sales of ladies' apparel increased slightly.

The number of sales transactions decreased 5% for the six months ended July 29, 2017 compared to the six months ended July 30, 2016 while the average dollars per sales transaction increased 2%.

Storewide sales penetration of exclusive brand merchandise for the six months ended July 29, 2017 and July 30, 2016 was 21.5% and 22.1%, respectively.

During the six months ended July 29, 2017, net sales from the construction segment decreased $27.6 million or 26.9% compared to the six months ended July 30, 2016 due to a decrease in construction activity.

Table of Contents

Service Charges and Other Income



	Three Months Ended				Six Months Ended				Three Months			Six Months
(in thousands of dollars)	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016		$ Change 2017-2016			$ Change 2017-2016
Service charges and other income:
Retail operations segment
Income from Wells Fargo Alliance	$	23,569	$	24,026	$	45,720	$	47,891	$	(457	)	$	(2,171	)
Shipping and handling income	7,139		6,594		14,651		13,057		545			1,594
Leased department income	1,542		1,876		2,974		3,453		(334		)	(479		)
Other	3,559		3,492		7,136		7,104		67			32
	35,809		35,988		70,481		71,505		(179		)	(1,024		)
Construction segment	791		317		882		355		474			527
Total service charges and other income	$	36,600	$	36,305	$	71,363	$	71,860	$	295		$	(497	)

Service charges and other income is composed primarily of income from the Wells Fargo Alliance. Income from the alliance decreased during the three and six months ended July 29, 2017 compared to the three and six months ended July 30, 2016 primarily due to a decrease in finance charges.

Gross Profit




(in thousands of dollars)	July 29, 2017		July 30, 2016		$ Change			% Change
Gross profit:
Three months ended
Retail operations segment	$	418,491	$	457,275	$	(38,784	)	(8.5	)%
Construction segment	1,665		1,811		(146		)	(8.1	)
Total gross profit	$	420,156	$	459,086	$	(38,930	)	(8.5	)%


Six months ended
Retail operations segment	$	964,991	$	1,019,454	$	(54,463	)	(5.3	)%
Construction segment	3,191		4,295		(1,104		)	(25.7	)
Total gross profit	$	968,182	$	1,023,749	$	(55,567	)	(5.4	)%



	Three Months Ended				Six Months Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Gross profit as a percentage of segment net sales:
Retail operations segment	30.2	%	32.6	%	34.8	%	35.7	%
Construction segment	3.9		3.7		4.2		4.2
Total gross profit as a percentage of net sales	29.4		31.6		34.0		34.6

Gross profit decreased by 217 basis points of net sales and 61 basis points of net sales during the three and six months ended July 29, 2017 compared to the three and six months ended July 30, 2016, respectively.

Gross profit from retail operations decreased 235 basis points of net sales during the three months ended July 29, 2017 compared to the three months ended July 30, 2016 primarily due to higher markdowns. Gross margin declined moderately in ladies' apparel, ladies' accessories and lingerie, men's apparel and accessories, juniors' and children's apparel and home and furniture. Gross margin declined slightly in shoes and cosmetics.

Table of Contents

Gross profit from retail operations declined 90 basis points of net sales during the six months ended July 29, 2017 compared to the six months ended July 30, 2016 primarily due to higher markdowns. Gross margin declined moderately in ladies' accessories and lingerie. Gross margin declined slightly in ladies' apparel, men’s apparel and accessories and juniors' and children's apparel, while remaining essentially flat in cosmetics, shoes and home and furniture.

Gross profit from the construction segment increased 21 basis points and 7 basis points of construction sales for the three and six months ended July 29, 2017, respectively.

Inventory increased 2% in total as of July 29, 2017 compared to July 30, 2016. A 1% change in the dollar amount of markdowns would have impacted net income by approximately $3 million and $5 million for the three and six months ended July 29, 2017, respectively.

Selling, General and Administrative Expenses (“SG&A”)




(in thousands of dollars)	July 29, 2017		July 30, 2016		$ Change		% Change
SG&A:
Three months ended
Retail operations segment	$	400,043	$	393,827	$	6,216	1.6	%
Construction segment	1,655		1,317		338		25.7
Total SG&A	$	401,698	$	395,144	$	6,554	1.7	%

Six months ended
Retail operations segment	$	797,143	$	790,654	$	6,489	0.8	%
Construction segment	3,007		2,834		173		6.1
Total SG&A	$	800,150	$	793,488	$	6,662	0.8	%



	Three Months Ended				Six Months Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
SG&A as a percentage of segment net sales:
Retail operations segment	28.9	%	28.1	%	28.8	%	27.7	%
Construction segment	3.9		2.7		4.0		2.8
Total SG&A as a percentage of net sales	28.1		27.2		28.1		26.8

SG&A increased 94 basis points of net sales during the three months ended July 29, 2017 compared to the three months ended July 30, 2016. SG&A from retail operations increased 83 basis points of net sales during the three months ended July 29, 2017 compared to the three months ended July 30, 2016 primarily due to increases in selling payroll and services purchased combined with a lack of sales leverage.

SG&A increased 127 basis points of net sales during the six months ended July 29, 2017 compared to the six months ended July 30, 2016. SG&A from retail operations increased 106 basis points of net sales during the six months ended July 29, 2017 compared to the six months ended July 30, 2016 primarily due to increases in selling payroll and services purchased combined with a lack of sales leverage.

Table of Contents

Depreciation and Amortization




(in thousands of dollars)	July 29, 2017		July 30, 2016		$ Change			% Change
Depreciation and amortization:
Three months ended
Retail operations segment	$	59,701	$	60,433	$	(732	)	(1.2	)%
Construction segment	167		174		(7		)	(4.0	)
Total depreciation and amortization	$	59,868	$	60,607	$	(739	)	(1.2	)%

Six months ended
Retail operations segment	$	119,544	$	120,908	$	(1,364	)	(1.1	)%
Construction segment	335		344		(9		)	(2.6	)
Total depreciation and amortization	$	119,879	$	121,252	$	(1,373	)	(1.1	)%

Interest and Debt Expense, Net




(in thousands of dollars)	July 29, 2017			July 30, 2016			$ Change			% Change
Interest and debt expense (income), net:
Three months ended
Retail operations segment	$	15,817		$	15,994		$	(177	)	(1.1	)%
Construction segment	(19		)	(15		)	(4		)	(26.7	)
Total interest and debt expense, net	$	15,798		$	15,979		$	(181	)	(1.1	)%

Six months ended
Retail operations segment	$	31,520		$	31,723		$	(203	)	(0.6	)%
Construction segment	(40		)	(30		)	(10		)	(33.3	)
Total interest and debt expense, net	$	31,480		$	31,693		$	(213	)	(0.7	)%

Income Taxes

The Company’s estimated federal and state effective income tax rate, inclusive of income on and equity in earnings of joint ventures, was approximately 36.8% and 34.9% for the three months ended July 29, 2017 and July 30, 2016, respectively. During the three months ended July 29, 2017, income tax benefit differed from what would be computed using the statutory federal tax rate primarily due to the effect of state and local income taxes and tax benefits recognized for federal tax credits. During the three months ended July 30, 2016, income tax expense differed from what would be computed using the statutory federal tax rate primarily due to the effect of state and local income taxes partially offset by tax benefits recognized for federal tax credits.

The Company’s estimated federal and state effective income tax rate, inclusive of income on and equity in earnings of joint ventures, was approximately 34.8% and 35.2% for the six months ended July 29, 2017 and July 30, 2016, respectively. During the six months ended July 29, 2017 and July 30, 2016, income tax expense differed from what would be computed using the statutory federal tax rate primarily due to the effect of state and local income taxes partially offset by tax benefits recognized for federal tax credits.

The Company expects the fiscal 2017 federal and state effective income tax rate to approximate 35%. This rate may change if results of operations for fiscal 2017 differ from management’s current expectations. Changes in the Company’s assumptions and judgments can materially affect amounts recognized in the condensed consolidated balance sheets and statements of income.

Table of Contents

FINANCIAL CONDITION

A summary of net cash flows for the six months ended July 29, 2017 and July 30, 2016 follows:



	Six Months Ended
(in thousands of dollars)	July 29, 2017			July 30, 2016			$ Change
Operating Activities	$	22,156		$	86,744		$	(64,588	)
Investing Activities	(60,159		)	(41,033		)	(19,126		)
Financing Activities	(173,893		)	(120,330		)	(53,563		)
Total Cash Used	$	(211,896	)	$	(74,619	)	$	(137,277	)

Net cash flows from operations decreased $64.6 million during the six months ended July 29, 2017 compared to the six months ended July 30, 2016. This decrease was primarily attributable to a decrease in gross profit and changes in working capital items, primarily due to changes in accounts payable and accrued expenses.

Wells Fargo Bank, N.A. ("Wells Fargo") owns and manages Dillard’s private label credit cards under the Wells Fargo Alliance. Under the Wells Fargo Alliance, Wells Fargo establishes and owns private label card accounts for our customers, retains the benefits and risks associated with the ownership of the accounts, provides key customer service functions, including new account openings, transaction authorization, billing adjustments and customer inquiries, receives the finance charge income and incurs the bad debts associated with those accounts.

Pursuant to the Wells Fargo Alliance, we receive on-going cash compensation from Wells Fargo based upon the portfolio's earnings. The compensation earned on the portfolio is determined monthly and has no recourse provisions. The amount the Company receives is dependent on the level of sales on Wells Fargo accounts, the level of balances carried on Wells Fargo accounts by Wells Fargo customers, payment rates on Wells Fargo accounts, finance charge rates and other fees on Wells Fargo accounts, the level of credit losses for the Wells Fargo accounts as well as Wells Fargo's ability to extend credit to our customers. We participate in the marketing of the private label cards, which includes the cost of customer reward programs. We accept payments on the private label cards in our stores as a convenience to customers who prefer to pay in person rather than by paying online or mailing their payments to Wells Fargo. The Wells Fargo Alliance expires in fiscal 2024.

The Company received income of approximately $46 million and $48 million from the Wells Fargo Alliance during the six months ended July 29, 2017 and July 30, 2016, respectively.

Capital expenditures were $66.0 million and $42.0 million for the six months ended July 29, 2017 and July 30, 2016, respectively. Capital expenditures for fiscal 2017 are expected to be approximately $125 million compared to actual expenditures of $105 million during fiscal 2016. During the six months ended July 29, 2017, the Company opened a store in The Mall at Greenhills in Nashville, Tennessee (180,000 square feet) replacing an owned location (180,000 square feet) at that center. Additionally, the Company purchased a store at Layton Hills Mall in Layton, Utah (160,000 square feet) and also purchased a store at Temple Mall in Temple, Texas (109,000 square feet) that will replace a leased location (91,000 square feet) at that center. The Company expects to open the Utah and Texas stores in the fall of 2017. Capital expenditures also included the remodeling of existing stores. During June 2017, we sold an owned location (115,000 square feet) in Ohio for $3.9 million. We remain committed to closing under-performing stores where appropriate and may incur future closing costs related to such stores when they close.

The Company had cash on hand of $135.1 million as of July 29, 2017. As part of our overall liquidity management strategy and for peak working capital requirements, the Company maintained a $1.0 billion unsecured credit facility, which was replaced in August 2017 as described below. The credit facility was available for working capital needs and general corporate purposes. The rate of interest on borrowings was LIBOR plus 1.375%, and the commitment fee for unused borrowings was 0.20% per annum. To be in compliance with the financial covenants of the credit agreement, the Company's total leverage ratio could not exceed 4.0 to 1.0, and the Company's coverage ratio could not be less than 2.5 to 1.0, as defined in the credit agreement. At July 29, 2017, the Company was in compliance with all financial covenants related to the credit agreement.

Table of Contents

and commitment fee for unused borrowings are unchanged under the new credit agreement. The new credit agreement is available to the Company for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. To be in compliance with the financial covenants of the new credit agreement, the Company's total leverage ratio cannot exceed 3.5 to 1.0, and the coverage ratio cannot be less than 2.5 to 1.0, as defined in the new credit agreement.

During the six months ended July 29, 2017, the Company repurchased 3.1 million shares of Class A Common Stock at an average price of $52.08 per share for $160.6 million. Additionally, the Company paid $6.0 million for share repurchases that had not yet settled but were accrued at January 28, 2017. During the six months ended July 30, 2016, the Company repurchased 1.6 million shares of Class A Common Stock at an average price of $70.08 per share for $112.5 million. At July 29, 2017, $93.2 million of authorization remained under the Company's stock repurchase plan. The ultimate disposition of the repurchased stock has not been determined.

During fiscal 2017, the Company expects to finance its capital expenditures, working capital requirements and stock repurchases from cash on hand, cash flows generated from operations and utilization of the credit facility. Depending on conditions in the capital markets and other factors, the Company may from time to time consider other possible financing transactions, the proceeds of which could be used to refinance current indebtedness or for other corporate purposes.

There have been no material changes in the information set forth under caption “Contractual Obligations and Commercial Commitments” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

OFF-BALANCE-SHEET ARRANGEMENTS

The Company has not created, and is not party to, any special-purpose entities or off-balance-sheet arrangements for the purpose of raising capital, incurring debt or operating the Company’s business. The Company does not have any off-balance-sheet arrangements or relationships that are reasonably likely to materially affect the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or the availability of capital resources.

Table of Contents

NEW ACCOUNTING STANDARDS

For information with respect to new accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 12, Recently Issued Accounting Standards, in the "Notes to Condensed Consolidated Financial Statements," in Part I, Item I hereof.

FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements. The following are or may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (a) statements including words such as “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company’s future occurrences, plans and objectives, including statements regarding management’s expectations and forecasts for the remainder of fiscal 2017 and beyond, statements concerning the opening of new stores or the closing of existing stores, statements concerning capital expenditures and sources of liquidity, statements concerning share repurchases, statements concerning pension contributions and statements concerning estimated taxes. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) general retail industry conditions and macro-economic conditions; economic and weather conditions for regions in which the Company's stores are located and the effect of these factors on the buying patterns of the Company's customers, including the effect of changes in prices and availability of oil and natural gas; the availability of consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in consumer confidence, spending patterns, debt levels and their ability to meet credit obligations; high levels of unemployment; changes in tax legislation; changes in legislation, affecting such matters as the cost 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 failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued availability of financing in amounts and at the terms necessary to support the Company's future business; fluctuations in LIBOR and other base borrowing rates; potential disruption from terrorist activity and the effect on ongoing consumer confidence; epidemic, pandemic or other public health issues; potential disruption of international trade and supply chain efficiencies; world conflict and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature. The Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 28, 2017, contain other information on factors that may affect financial results or cause actual results to differ materially from forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the information set forth under caption “Item 7A-Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

Item 4. Controls and Procedures

The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). The Company’s management, with the participation of our Principal Executive Officer and Co-Principal Financial Officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report, and based on that evaluation, the Company’s Principal Executive Officer and Co-Principal Financial Officers have concluded that these disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended July 29, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. This may include litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities. As of August 31, 2017, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

Item 1A. Risk Factors

There have been no material changes in the information set forth under caption “Item 1A-Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



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
April 30, 2017 through May 27, 2017	1,293,469	$	49.87	1,293,469	$	98,183,327
May 28, 2017 through July 1, 2017	96,600	51.73		96,600	93,185,764
July 2, 2017 through July 29, 2017	—	—		—	93,185,764
Total	1,390,069	$	50.00	1,390,069	$	93,185,764

In February 2016, the Company’s Board of Directors authorized the repurchase of up to $500 million of the Company’s Class A Common Stock under an open-ended stock repurchase plan. This repurchase plan 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 Securities Exchange Act of 1934 or through privately negotiated transactions. The repurchase plan has no expiration date.

During the three months ended July 29, 2017, the Company repurchased 1.4 million shares totaling $69.5 million. Reference is made to the discussion in Note 7, Stock Repurchase Program, in the “Notes to Condensed Consolidated Financial Statements” in Part I of this Quarterly Report on Form 10-Q, which information is incorporated by reference herein.

Table of Contents

Item 6. Exhibits



Number		Description

10*		Amendment No. 1 to Five-Year Credit Agreement between Dillard's, Inc., Dillard Store Services, Inc. and JPMorgan Chase Bank, N.A. as agent for a syndicate of lenders (Exhibit 10.1 to Form 8-K dated as of August 10, 2017, File No. 1-6140)

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3		Certification of Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2		Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.3		Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

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

* Incorporated by reference as indicated.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		DILLARD’S, INC.
		(Registrant)


Date:	August 31, 2017	/s/ Phillip R. Watts
		Phillip R. Watts
		Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer

		/s/ Chris B. Johnson
		Chris B. Johnson
		Senior Vice President and Co-Principal Financial Officer