<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to _________________.
Commission file number 1-6140
DILLARD DEPARTMENT STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0388071
(State or other (IRS Employer
jurisdiction of incorporation Identification or
organization) Number)
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(501) 376-5200
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
Class A Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by checkmark 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. Yes x No
Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of March 31, 1995:
$2,906,122,458
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock as of March 31, 1995:
Class A Common Stock, no par value 109,028,595
Class B Common Stock, no par value 4,017,061
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders Report for the fiscal
year ended January 28, 1995 (the "Report") are incorporated
by reference into Parts I and II.
Portions of the Proxy Statement for the Annual Meeting of
Stockholders to be held May 20, 1995 (the "Proxy Statement")
are incorporated by reference into Part III.
<PAGE>
PART I
ITEM 1. BUSINESS.
General
Dillard Department Stores, Inc. ("Company" or
"Registrant") is an outgrowth of a department store
originally founded in 1938 by William Dillard. The
Company was incorporated in Delaware in 1964. The
Company operates retail department stores located
primarily in the southwest, southeast and midwest.
The department store business is highly competitive.
The Company has several competitors on a national and
regional level as well as numerous competitors on a
local level. Many factors enter into competition for
the consumer's patronage, including price, quality,
style, service, product mix, convenience and credit
availability. The Company's earnings depend to a
significant extent on the results of operations for the
last quarter of its fiscal year. Due to holiday buying
patterns, sales for that period average approximately
one-third of annual sales.
For additional information with respect to the
Registrant's business, reference is made to information
contained on page 15, under the heading "Dillard's
Locations", page 22 under the headings "Net Sales",
"Net Income", "Total Assets" and "Number of Employees -
Average", the inside back cover, and Note 2, "Notes to
Consolidated Financial Statements," on page 34 of the
Report, which information is incorporated herein by
reference.
Executive Officers of the Registrant
The following table lists the names and ages of all
Executive Officers of the Registrant, the nature of any
family relationship between them, and all positions and
offices with the Registrant presently held by each
person named. All of the Executive Officers listed
below have been in managerial positions with the
Registrant for more than five years.
<PAGE>
Name Age Position and Office Family
Relationships
William Dillard 80 Chairman of the Board; Father of William
Chief Executive Officer Dillard, II, Drue
Corbusier, Alex
Dillard and Mike
Dillard
William Dillard, II 50 Director; President Son of
& Chief Operating Officer William Dillard
Alex Dillard 45 Director; Executive Son of
Vice President William Dillard
Mike Dillard 43 Director; Executive Son of
Vice President William Dillard
W. R. Appleby 74 Vice President None
Donald C. Bradley 60 Vice President None
G. Kent Burnett 50 Vice President None
Drue Corbusier 48 Director; Vice President Daughter of
William Dillard
James E. Darr, Jr. 51 Senior Vice President; None
Secretary and General
Counsel
Laurence J. Donoghue 55 Vice President None
David M. Doub 48 Vice President None
John A. Franzke 63 Vice President None
James I. Freeman 45 Director; Senior Vice None
President; Chief Financial
Officer
Randal L. Hankins 44 Vice President None
T. R. Gastman 65 Vice President None
Bernard Goldstein 62 Vice President None
Roy J. Grimes 57 Vice President None
Charles K. Moore 54 Vice President None
Harry D. Passow 55 Vice President None
<PAGE>
ITEM 2. PROPERTIES.
All of the Registrant's stores are owned or leased from a
wholly-owned subsidiary or from third parties. The
Registrant's third-party store leases typically provide for
rental payments based upon a percentage of net sales with a
guaranteed minimum annual rent, while the lease terms between
the Registrant and its wholly-owned subsidiary vary. In
general, the Company pays the cost of insurance, maintenance
and any increase in real estate taxes related to these leases.
At fiscal year end there were 229 stores in operation with
gross square footage of 35,300,000. The gross square footage
of owned properties was 24,500,000. For additional
information with respect to the Registrant's properties and
leases, reference is made to information contained on page 15
under the heading "Dillard's Locations", and Notes 4, 9 and
10, "Notes to Consolidated Financial Statements," on pages 34,
35 and 38 of the Report, which information is incorporated
herein by reference.
ITEM 3. LEGAL PROCEEDINGS.
The Company has no material legal proceedings pending against
it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
With respect to the market for the Company's common stock,
market prices, and dividends, reference is made to information
contained on the inside back cover of the Report, which
information is incorporated herein by reference. As of March
31, 1995, there were 7,373 record holders of the Company's
Class A Common Stock and 8 record holders of the Company's
Class B Common Stock.
ITEM 6. SELECTED FINANCIAL DATA.
Reference is made to information under the heading "Table of
Selected Financial Data" on pages 22 and 23 and Note 2, "Notes
to Consolidated Financial Statements," on page 34 of the
Report, which information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Reference is made to information under the heading
"Management's Discussion and Analysis of Financial Condition
and Results of Operation" on pages 24 through 26, Note 1,
"Notes to Consolidated Financial Statements," under the
heading "Recent Accounting Pronouncements," on page 33 of the
Report, and Note 2, "Notes to Consolidated Financial
Statements," on page 34 of the Report, which information is
incorporated herein by reference.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements and notes thereto
included on pages 27 through 39 of the Report are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A. Directors of the Registrant.
Information regarding directors of the Registrant is
incorporated herein by reference to the information on
page 4 under the heading "Nominees for Election as
Directors," pages 4 through 6 and page 10 under the
heading "Section 16(a) Reporting Delinquencies" in the
Proxy Statement.
B. Executive Officers of the Registrant.
Information regarding executive officers of the
Registrant is incorporated herein by reference to Item 1
of this report under the heading "Executive Officers of
the Registrant." Reference additionally is made to the
information under the heading "Section 16(a) Reporting
Delinquencies" on page 10 in the Proxy Statement, which
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation and compensation
of directors is incorporated herein by reference to the
information beginning on page 6 under the heading
"Compensation of Directors and Executive Officers" and
concluding on page 9 under the heading "Compensation Committee
Interlocks and Insider Participation" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information regarding security ownership of certain beneficial
owners and management is incorporated herein by reference to
the information on page 3 under the heading "Principal Holders
of Voting Securities" and page 4 under the heading "Nominees
for Election as Directors" and continuing through footnote 11
on page 6 in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions is incorporated herein by reference to the
information on page 10 under the heading "Certain
Relationships and Transactions" in the Proxy Statement and to
the information regarding Mr. Davis on page 8 under the
heading "Compensation Committee Interlocks and Insider
Participation" in the Proxy Statement.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a)(1) Financial Statements
The following consolidated financial statements of the Registrant
and its consolidated subsidiaries included in the Report are
incorporated herein by reference in Item 8:
Consolidated Balance Sheets - January 28, 1995 and January 29,
1994
Consolidated Statements of Income - Fiscal years ended January
28, 1995, January 29, 1994 and January 30, 1993
Consolidated Statements of Stockholders' Equity - Fiscal years
ended January 28, 1995, January 29, 1994 and January 30, 1993
Consolidated Statements of Cash Flows - Fiscal years ended
January 28, 1995, January 29, 1994 and January 30, 1993
Notes to Consolidated Financial Statements - Fiscal years
ended January 28, 1995, January 29, 1994 and January 30, 1993
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedule of the
Registrant and its consolidated subsidiaries is filed pursuant to
Item 14(d) (this schedule appears immediately following the
signature page):
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
<PAGE>
(a)(3) Exhibits and Management Compensatory Plans
Exhibits
The following exhibits are filed pursuant to Item 14(c):
Number Description
* 3(a) Restated Certificate of Incorporation (Exhibit 3 to Form
10-Q for the quarter ended August 1, 1992 in 1-6140)
* 3(b) By-Laws as currently in effect. (Exhibit 3(b) to Form 10-
K for the fiscal year ended January 30, 1993 in 1-6140)
* 4(a) Indenture between the Registrant and Chemical Bank,
Trustee, dated as of October 1, 1985 (Exhibit (4) in 2-
85556)
* 4(b) Indenture between the Registrant and Chemical Bank,
Trustee, dated as of October 1, 1986 (Exhibit (4) in 33-
8859)
* 4(c) Indenture between Registrant and Chemical Bank, Trustee,
dated as of April 15, 1987 (Exhibit 4.3 in 33-13534)
* 4(d) Indenture between Registrant and Chemical Bank, Trustee,
dated as of May 15, 1988, as supplemented (Exhibit 4 in
33-21671, Exhibit 4.2 in 33-25114 and Exhibit 4(c) to
Current Report on Form 8-K dated September 26, 1990 in 1-
6140)
* 4(e) Indenture between Dillard Investment Co., Inc. and
Chemical Bank, Trustee, dated as of April 15, 1987, as
supplemented (Exhibit 4.1 in 33-13535 and Exhibit 4.2 in
33-25113)
*10(a) Retirement Contract of William Dillard dated October 17,
1990 (Exhibit (10) to Form 10-K for the fiscal year ended
February 2, 1991 in 1-6140)
*10(b) 1990 Incentive and Nonqualified Stock Option Plan
(Exhibit 10(b) to Form 10-K for the fiscal year ended
January 30, 1993 in 1-6140)
*10(c) Corporate Officers Non-Qualified Pension Plan (Exhibit
10(c) to Form 10-K for the fiscal year ended January 29,
1994, in 1-6140)
10(d) Senior Management Cash Bonus Plan
11 Statement Re: Computation of Per Share Earnings
12 Statement Re: Computation of Ratio of Earnings to Fixed
Charges
13 Incorporated portions of the Annual Stockholders Report
for the fiscal year ended January 28, 1995
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
99 Form 11-K for the year ended December 31, 1994, Dillard
Department Stores, Inc. Retirement Plan
____________
* Incorporated herein by reference as indicated.
Management Compensatory Plans
Listed below are the management contracts and compensatory plans
which are required to be filed as exhibits pursuant to Item 14(c):
Retirement Contract of William Dillard dated October 17, 1990
1990 Incentive and Nonqualified Stock Option Plan
Corporate Officers Non-Qualified Pension Plan
Senior Management Cash Bonus Plan
<PAGE>
(b) Reports on Form 8-K filed during the fourth quarter:
None
(c) Exhibits
See the response to Item 14(a)(3).
(d) Financial statement schedules
See the response to Item 14(a)(2).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Department Stores, Inc.
Registrant
April 26, 1995 /s/ James I. Freeman
Date James I. Freeman, Senior Vice
President and Chief Financial Officer
(Principal Financial & Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacity and on the date
indicated.
William Dillard Drue Corbusier
William Dillard Drue Corbusier
Chairman and Chief Executive Vice President and Director
Officer (Principal Executive
Officer)
Calvin N. Clyde, Jr. Robert C. Connor
Calvin N. Clyde, Jr. Robert C. Connor
Director Director
Will D. Davis Alex Dillard
Will D. Davis Alex Dillard
Director Executive Vice President
and Director
Mike Dillard William Dillard, II
Mike Dillard William Dillard, II
Executive Vice President and President and Chief Operating
Director Officer and Director
James I. Freeman William H. Sutton
James I. Freeman William H. Sutton
Senior Vice President and Director
Chief Financial Officer and Director
John Paul Hammerschmidt William B. Harrison, Jr.
John Paul Hammerschmidt William B. Harrison, Jr.
Director Director
J. M. Hessels John H. Johnson
J. M. Hessels John H. Johnson
Director Director
E. Ray Kemp April 26, 1995
E. Ray Kemp Date
Director
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Dillard Department Stores, Inc.
Little Rock, Arkansas
We have audited the consolidated financial statements of
Dillard Department Stores, Inc. and subsidiaries as of January
28, 1995 and January 29, 1994 and for each of the three years
in the period ended January 28, 1995, and have issued our
report thereon dated February 22, 1995; such consolidated
financial statements and report (which report includes an
explanatory paragraph relating to a change in accounting for
income taxes) are included in your 1994 Annual Report to
Stockholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement
schedule of Dillard Department Stores, Inc. and subsidiaries,
listed in Item 14. This consolidated financial statement
schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement
schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
New York, New York
February 22, 1995
<PAGE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
COL. A COL. B COL. C COL.D COL. E COL. F
ADDITIONS
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGINNING COST AND OTHER ACCOUNTS DEDUCTIONS - AT END
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE OF PERIOD
<S> <C> <C> <C> <C> <C> <C> <C>
Allowance for losses on accounts
receivable:
Year ended
January 28, 1995: $15,214 44,922 44,829 (2) $15,307
Year ended
January 29, 1994: $15,790 43,036 43,612 (2) $15,214
Year ended
January 30, 1993: $15,812 45,556 2,511 (1) 48,089 (2) $15,790
(1) Represents the allowance for losses on accounts acquired.
(2) Accounts written off and charged to allowance for losses on accounts receivable (net of recoveries)
</TABLE>
<PAGE>
EXHIBIT INDEX
Number Description
* 3(a) Restated Certificate of Incorporation
(Exhibit 3 to Form 10-Q for the quarter
ended August 1, 1992 in 1-6140)
* 3(b) By-Laws as currently in effect (Exhibit
3(b) to Form
10-K for the fiscal year ended January 30, 1993,
in 1-6140)
* 4(a) Indenture between the Registrant and
Chemical Bank, Trustee, dated as of
October 1, 1985 (Exhibit (4) in 2-85556)
* 4(b) Indenture between the Registrant and
Chemical Bank, Trustee, dated as of
October 1, 1986 (Exhibit (4) in 33-8859)
* 4(c) Indenture between Registrant and
Chemical Bank, Trustee, dated as of
April 15, 1987 (Exhibit 4.3 in 33-13534)
* 4(d) Indenture between Registrant and
Chemical Bank, Trustee, dated as of
May 15, 1988, as supplemented (Exhibit
4 in 33-21671, Exhibit 4.2 in 33-25114
and Exhibit 4(c) to Current Report on
Form 8-K dated September 26, 1990 in 1-
6140)
* 4(e) Indenture between Dillard Investment
Co., Inc. and Chemical Bank, Trustee,
dated as of April 15, 1987, as
supplemented (Exhibit 4.1 in 33-13535
and Exhibit 4.2 in 33-25113)
*10(a) Retirement Contract of William Dillard
dated October 17, 1990 (Exhibit (10) to
Form 10-K for the fiscal year ended
February 2, 1991 in 1-6140)
*10(b) 1990 Incentive and Nonqualified Stock
Option Plan (Exhibit 10(b) to Form 10-K
for the fiscal year ended January 30,
1993 in 1-6140)
*10(c) Corporate Officers Non-Qualified Pension Plan
(Exhibit 10(c) to Form 10-K for the fiscal year
ended January 29, 1994, in 1-6140)
10(d) Senior Management Cash Bonus Plan
11 Statement Re: Computation of Per Share
Earnings
12 Statement Re: Computation of Ratio of
Earnings to Fixed Charges
13 Incorporated portions of the Annual
Stockholders Report for the fiscal year
ended January 28, 1995
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
99 Form 11-K for the year ended December
31, 1994, Dillard Department Stores,
Inc. Retirement Plan
__________________
* Incorporated herein by reference as indicated.
<PAGE>
<PAGE>
DILLARD DEPARTMENT STORES, INC.
SENIOR MANAGEMENT CASH BONUS PLAN
WHEREAS, the Executive Compensation Committee of the
Board of Directors of the Company deems it in the best
interest of the Company that certain members of senior
management be rewarded for positive performance of the Company
and be provided an incentive to give maximum effort for and to
maintain continued association and employment with the
Company; and
WHEREAS, the Executive Compensation Committee of the
Board of Directors believes that the Company can best attain
these and other benefits by paying cash bonuses to such
members of senior management for their services;
NOW, THEREFORE, BE IT RESOLVED:
That the Dillard Department Stores, Inc. Senior
Management Cash Bonus Plan be adopted on March 31, 1994, and
that it be effective for the Company's fiscal year commencing
on January 30, 1994, subject to approval by stockholders at
the annual meeting of the Company to be held May 21, 1994.
1. Definitions.
(a) "Pre-tax Income" shall mean for a fiscal year the
Company's income before federal and state income taxes.
(b) "Bonus Pool" shall mean for a fiscal year the amount
equal to one and one-half percent (1-1/2%) of any Pre-tax
Income for the Company for that fiscal year plus three and
one-half percent (3-1/2%) of the increase in Pre-tax Income
over the prior fiscal year.
2. Administration of the Plan.
(a) Composition of the Compensation Committee. The Plan
shall be administered by a committee (the "Committee")
consisting of at least two directors of the Company appointed
by the Board. All persons designated as members of the
Committee shall be "outside directors" within the meaning of
Proposed Treasury Regulation Section 1.162-27(e)(3), or any
successor to such regulation, promulgated pursuant to Section
162(m) of the Internal Revenue Code.
(b) Powers of the Compensation Committee. The Committee
is authorized to interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan, and to
make such other determinations as necessary or advisable for
the administration of the Plan. The Committee may also amend,
modify or terminate the Plan; provided, however, the Committee
may not, without shareholder approval, amend the Plan to
change the calculations used to determine the amount of the
bonus pool. Such restriction shall not, however, prevent the
Committee from reducing or eliminating any compensation that
might be paid from the bonus pool. A majority of the entire
Committee shall constitute a quorum, and the action of a
majority of the members present at any meeting at which a
quorum is present shall be deemed the action of the Committee.
<PAGE>
(c) Designation of Participants and Allocation Amounts.
The members of senior management eligible to participate in
the Plan are (i) the Chief Executive Officer, (ii) the
President, (iii) the Executive Vice Presidents, and (iv) the
Senior Vice Presidents. The Committee shall designate, prior
to commencement of the fiscal year to which such compensation
relates, or such later date as may be permitted under
applicable tax laws, those individuals who will participate in
the Plan for that fiscal year. At that same time, the
Committee also shall designate for such individuals the pro
rata percent of the Bonus Pool, to the extent one exists, to
which each individual shall be entitled at the end of the
fiscal year. The pro rata percent of the Bonus Pool allocated
to any one individual shall not exceed 1% of Pre-tax Income.
Such designations shall be in writing and shall be attached to
the minutes of the Committee's meeting.
The Committee shall at all times retain the right to
reduce or eliminate any compensation that might be due upon
the Company's attainment of Pre-tax Income for a fiscal year,
but under no circumstances shall the Committee increase the
amount of compensation payable upon the Company's attainment
of Pre-tax Income for a fiscal year.
(d) Effect of Compensation Committee's Decision. All
decisions, determinations, and interpretations of the
Committee shall be final and conclusive on all persons
affected thereby.
3. Certification of Creation of Bonus Pool and Payments
Therefrom. Following the conclusion of a fiscal year, and
prior to any payments under the Plan, the Committee shall
certify, which certification may be in the form of approved
minutes of the Committee meeting in which such certification
is made, that the Company did achieve a Pre-tax Income for the
fiscal year in question, and further shall certify as to the
amount of such Pre-tax Income.
<PAGE>
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
Year Ended
January 28, January 29, January 30,
1995 1994 1993
Average shares outstanding 112,999,406 112,749,923 111,878,212
Net effect of dilutive stock options
based on the treasury stock method
using average market price 14,592 58,339 414,363
Total 113,013,998 112,808,262 112,292,575
Net income $251,790,500 $241,133,700 $236,430,300
Less preferred dividends (22,000) (22,000) (22,000)
Income available to
common shares $251,768,500 $241,111,700 $236,408,300
Per share $2.23 $2.14 $2.11
<PAGE>
<TABLE>
EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED
CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
Fiscal Year Ended
JANUARY 28, JANUARY 29, JANUARY 30, FEBRUARY 1, FEBRUARY 2
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Consolidated pretax income $406,110 $399,534 $375,330 $322,157 $280,778
Fixed charges
(less capitalized interest) 145,957 152,604 142,892 128,925 115,125
EARNINGS $552,067 $552,138 $518,222 $451,082 $395,903
Interest $124,282 $130,915 $121,940 $109,386 $97,032
Preferred stock dividends 36 36 35 34 34
Capitalized interest 2,545 1,882 1,646 3,574 1,928
Interest factor
in rent expense 21,639 21,653 20,917 19,505 18,059
FIXED CHARGES $148,502 $154,486 $144,538 $132,499 $117,053
Ratio of earnings
to fixed charges 3.72 3.57 3.59 3.40 3.38
</TABLE>
FASHION
STATEMENT
DILLARD'S
1994 ANNUAL
REPORT
TABLE OF CONTENTS
The Corporation 1
Letter To The Stockholders 3
Fashion Statement 7
1994 Growth Statement 13
1995 Growth Statement 14
Corporate Organization 17
Operating Divisions 19
Financial Review 21
General Information Inside Back Cover
<PAGE>
Dillard's
The Corporation
Dillard Department Stores, Inc. is a regional group
of traditional department stores offering everyday value
pricing on branded fashion and private label merchandise.
The stores feature a distinctive merchandise mix with
special emphasis on fashion apparel, home furnishings and
electronics appealing to middle and upper-middle income
consumers. The corporation's philosophy continues to embrace
an ambitious program of expansion and
remodeling as well as aggressive responses to industry
trends in merchandise and pricing.
<PAGE>
IN THIS ECONOMY,
THE ROLES OF
PRICE AND
QUALITY
ARE MAGNIFIED DAILY
IN THE BATTLE
FOR MARKET SHARE
<PAGE>
Letter To The Stockholders
Fiscal 1994 proved to be one of the most challenging
years in the history of your company. In spite of difficult
market conditions, we achieved new records in sales volume
and net income. Sales for 1994 were $5.5 billion, an 8%
increase over last year's sales of $5.1 billion. Sales in
comparable stores increased by 5%. Net income increased by
4% to $251.8 million from $241.1 last year. Earnings per
share were $2.23 this year compared to $2.14 last year.
During the year, we opened nine stores, two of which were
replacement stores. These stores were located in Laredo,
Texas; Paducah, Kentucky; Yuma, Arizona; Fort Worth, Texas;
Charleston, South Carolina; Woodlands, Texas; Hattiesburg,
Mississippi; Clarksville, Tennessee; and Ogden, Utah. These
new stores were well received by the communities they serve.
We are encouraged by their results. At the end of 1994 we
operated 229 stores in twenty-one states. During the year,
we invested a quarter of a billion dollars in building,
remodeling and expansion. In 1994, we added 1,113,000 new
square feet to our retail space.
In 1995, we plan to open eleven stores, two of which
will be replacement stores, and to remodel and expand an
additional eight stores. Cash flow from operations will be
adequate to fund these expenditures. These stores will add a
total of 1,989,000 square feet to the company's selling
space. Current plans call for capital expenditures of more
than $300 million in 1995.
The most challenging area of our business continues to be
the ladies' apparel area. The sales growth in this area
trails the company average. We are constantly trying to
improve the results in this area by providing our customers
with the merchandise they want at a superior value.
Our percentage of private label sales has increased to
approximately 20% of total sales and we are confident of
further growth in this area. This has allowed us to maintain
a highly desirable and attractive image position with
national brands while offering private brand pricing at
savings of 25% or more compared to equivalent national brand
merchandise.
<PAGE>
Our expense structure is one of the lowest in the
industry. This year, our advertising, selling,
administrative and general expenses as a percentage of sales
reached a new low at 24%. We are always attentive to
reducing expenses without sacrificing customer service. We
do this by training our associates to be more productive, by
investing in technology to maintain productivity, by
disposing of less productive assets, and by focusing on
every aspect of our business. During 1994, we incurred a
charge of $11 million for the closure of three clearance
stores. We feel that the closure of these stores will
enhance our future profitability.During the year, we
improved our cash generated from operating activities to
$395 million compared to
$314 million for fiscal 1993. At the end of 1994, our
balance sheet remains one of the strongest in the department
store industry. During the year we reduced total funded debt
by $124 million and our long-term debt to total
capitalization ratio fell to 34.1%. We are poised for growth
should the right opportunity present itself.
Our outstanding staff of associates continues to give us the
ability to take advantage of opportunities for growth. We
have tremendous confidence in our staff and management team,
who are continually striving for better results. The
combination of the highest quality staff and the highest
quality facilities and systems is designed to provide
enhanced customer satisfaction and an unmatched potential
for uninterrupted growth. Our growth in 1994 and our plans
and strategies for 1995 and beyond make a powerful statement
of our commitment to higher returns for our stockholders.
Our goal is to increase our ability to solve problems before
they become advantages for our competitors and to take
advantage of opportunities before they become opportunities
for someone else.
Anything less than success - for us and for our investors -
is unacceptable. And it has been since 1938.
<PAGE>
THE MORE
EFFICIENT WE ARE
THE MORE
RESPONSIVE OUR
CUSTOMERS
WILL BECOME
<PAGE>
Fashioning Stronger Growth
Dillard's made a clear statement of strength in
earnings, in expansion and in the implementation of
strategies to ensure future growth, in a year when retailers
and ladies' ready-to-wear were generally out of fashion with
Wall Street and women respectively.
We have the mechanisms in place to improve the company's
performance, specifically, ladies' ready-to-wear. These
systems will allow us to offer our customers superior values
in a greater variety of the merchandise they want. A major
factor in Dillard's ability to make this powerful and
growing statement of leadership in an incredibly competitive
marketplace is its advanced information systems and
sophisticated network of internal communications. This
information network helps us project and monitor upturns as
well as providing an early warning system for downturns.
And, it serves as an important tool allowing us to respond
more quickly and profitably to any unexpected changes in
markets and trends.
Integral to this communication process is our ability
to maintain (via computer) accurate stock monitoring by
store, by specific department or even by individual items
(SKU's) where problems might arise. This provides us instant
understanding of what the customer is looking for and how to
deliver. We maintain thorough control of - and response to -
issues of size and selection, of appropriate availability
and consistency of presentation.
But computers are only machines. Our buyers and managers are
continually in communication from store to store, analyzing
and sharing successful programs and ideas. This ongoing
analysis also has led to a greater emphasis on monitoring
proper staffing to enhance sales. In other words, not only
are we ensuring that the proper merchandise is in-store,
we're applying the same discipline to assuring that the
proper people are in place - in the right place - to
facilitate sale of this merchandise.
<PAGE>
Fashioning Greater Response Ability
Response in retailing is defined as taking the
necessary steps to place the right merchandise in the right
place at the right time. In 1994, Dillard's implemented an
ambitious series of strategies designed to enhance and
improve its ability to respond quickly and appropriately in
a growing number of supply and demand areas.
We've instituted buying practices that flow merchandise into
stores closer to the time and place of sale. For instance,
prior to the Christmas season we implemented a successful
strategy that ensured the receipt of additional merchandise
during a time of peak demand. This program allowed stores to
provide a fresh look and greater selection to consumers in
terms of merchandise and displays. The results of these new
systems were positive and should continue to enhance store
sales. We have improved our ability to maintain the
timeliness of order points and order levels. Our
communications network has allowed the creation of a system
for the buying of merchandise based on actual rate of sales
and consumer purchasing trends rather than relying so
heavily on intuition.
These steps not only have created incremental sales,
they've helped eliminate out-of-stocks and provided a better
handle on size control. Being more aggressive in our size
scaling - in shoes, for instance - has affected the amount
of inventory commitment and this, in turn, has led to improved
sales and greater
profitability both departmentally and storewide.
Strong sales growth in home furnishings and
electronics was stimulated through this commitment to
identifying and responding to trends. Dillard's continues to
be in a strong position to take advantage of this market as
families look more toward the home for entertainment and
other daily activities.
Growth in this area also has tied in with our strategy of
growth in the area of private label brands. We have expanded
our private label selection of towels, linens and textiles,
with increased selection of colors, textures and weights. We
have experienced improved sales in name brand cookware and
anticipate growth in a range of higher-ticket household
goods such as breadmakers, pastamakers and cappuccino
machines.
<PAGE>
Private Labels In The Public Interest
With discounters, catalogs, outlet malls and specialty
shops competing in an economy that seems unable to equate
increased growth with increased consumer confidence, the
roles of price and quality are magnified daily in the battle
for market share in the retailing industry.
Dillard's strategies of combining everyday value
pricing, top-of-the-pyramid name brands and increased
private label selection have expanded its competitive
position for 1995 and beyond.
We have continued our practice of pursuing better designer
resources and, by working closely with manufacturers, we've
achieved great success in marrying Dillard's strategies with
brand strategies. With home run executions in the marketing
of such names as Calvin Klein, Ralph Lauren Polo, Nautica
and Tommy Hilfiger, we've been successful in enhancing our
quality image and differentiating Dillard's from discounters
and other competitors. We've also accomplished this while
dealing effectively with price in the private label arena.
We have undertaken this determined, positive and
remarkably successful effort to increase private label
awareness and sales at a remarkable pace. The percentage of
private label brands sales has increased to approximately
20% of total store sales, with forecasting of continued
growth. This philosophy allows us to promote image with
national brands while offering private label price points of
25% to 30% less.
This change in the balance of national brand and
private label sales will have a positive impact on overall
profitability. In 1994, Dillard's experienced substantial
growth in sales while experiencing a slight decline in the
percentage of gross profits to sales. This decline was
caused in part by increased competition, narrower margins on
national brand names and further implementation of our value
priced program. This decline was partially offset by a
successful and continuing system-wide program to reduce
operating costs.
A major improvement in our merchandising efforts will be the
centralized control of our private label products. With the
corporation coordinating private label selection and
quality, we are instituting the necessary framework to build
a more profitable merchandising mix.
<PAGE>
The Expanding Universe
A healthy economy breeds success. And though no
immediate turn-around is in sight for the current flatness
experienced by many national retailers, simply waiting for
such a change to occur is unacceptable. So, at Dillard's we
have increased our commitment to physical growth and
expansion nationally.
Where local economies have shown strength and promise,
Dillard's is pursuing an ambitious program of expansion,
remodeling and new store openings. With new stores opening
in Kentucky, Indiana, Colorado and Utah, we have increased
our market penetration to a total of 21 states with more on
the horizon. In 1994 we invested more than $250,000,000 by
building and expanding more than 1,113,000 square feet in
our operating area.
Meeting The Challenge Of Change
The steps Dillard's has taken to meet the challenges of
a changing market in retailing and, especially, in women's
fashion have laid an impressive foundation for continued
success in 1995 and beyond. These measures combine the
ability to respond quickly to short-term trends while
instituting new practices that will assure responsible,
predictable and profitable growth over the long term.
It is our pledge to this long-term view that has served as
the foundation of Dillard's success since its inception in
1938. It is our deep conviction that thoughtful and
proactive solutions to long-term challenges are essential
for the development of the responsive infrastructure
necessary to provide better value, better productivity and
better profitability.
<PAGE>
UNDERSTANDING
THE NEEDS OF THE
LONG TERM
IS KEY FOR
GREATER
PROFITABILITY
<PAGE>
Opening Doors
To Growth
New Stores Opened - 1994
Dillard's opened nine stores during the past year, two
of which were replacement stores. The stores vary in size
from a 44,000 square foot unit in Yuma, Arizona, to a
230,000 square foot unit in Fort Worth, Texas. These stores
added a total of 1,048,000 gross square feet to our store
system.
March, 1994 Laredo, TX - Mall Del Norte
A 150,000 sq. ft. store replacing a 88,000 sq. ft. store.
March, 1994 Paducah, KY - Kentucky Oaks Mall
A 74,000 sq. ft. store.
March, 1994 Yuma, AZ - Southgate Mall
A 44,000 sq. ft. store.
August, 1994 Ft. Worth, TX - Hulen Mall
A 230,000 sq. ft. store.
August, 1994 Charleston, SC - Citadel Mall
A 180,000 sq. ft. store replacing a 125,000 sq. ft. store.
October, 1994 Woodlands, TX - The Woodlands
A 227,000 sq. ft. store.
October, 1994 Hattiesburg, MS - Turtle Creek
A 126,000 sq. ft. store.
October, 1994 Clarksville, TN - Governors Square
A 110,000 sq. ft. store.
November, 1994 Ogden, UT - Newgate Mall
A 120,000 sq. ft. store.
Expanding Our Horizons
Stores Expanded and Remodeled - 1994
During the past year, Dillard's completed major expansion
and remodeling of two stores, adding 65,000 gross square
feet to our store system.
July, 1994
San Angelo, TX - Sunset Mall
A net expansion of 15,000 sq. ft.
October, 1994 Dallas, TX - North Park Mall
A net expansion of 50,000 sq. ft.
<PAGE>
New Stores To Be Opened - 1995
In 1995, Dillard's will continue to aggressively expand.
Projects currently in place include building eleven stores,
two of which will replace existing stores, and expanding and
remodeling eight others. The stores will vary in size from a
90,000 square foot unit to a 230,000 square foot unit, both
in Louisville, Kentucky, with a combined gross square
footage of 1,681,000 square feet.
February, 1995 Brandon, FL - Brandon Town Center
A 200,000 sq. ft. store.
March, 1995 Clarksville, IN - Green Tree Mall
A 140,000 sq. ft. store.
March, 1995 Louisville, KY - Mall St. Matthews
A 230,000 sq. ft. store.
April, 1995 Greenville, SC - Haywood Mall
A 220,000 sq. ft. store replacing a 125,000 sq.ft. store.
August, 1995 Colorado Springs, CO - Citadel Crossing
A 180,000 sq. ft. store.
August, 1995 High Point, NC - Oak Hollow Mall
A 148,000 sq. ft. store.
August, 1995 Pembroke Pines, FL - Pembroke Lakes Mall
A 155,000 sq. ft. store.
August, 1995 Louisville, KY - Jefferson Mall
A 90,000 sq. ft. store.
September, 1995 Sanford, FL - Seminole Town Center
A 210,000 sq. ft. store.
October, 1995 Austin, TX - Lakeline Mall
A 210,000 sq. ft. store.
November, 1995 Tampa, FL - University Square
A 180,000 sq. ft. store replacing a
157,000 sq. ft. store.
<PAGE>
Dillard's Locations
Year End, 1994
Number of Stores
Total 229
Texas 62
Florida 27
Louisiana 16
Missouri 16
Oklahoma 14
Arizona 13
North Carolina 13
Ohio 13
Tennessee 12
Kansas 9
Arkansas 7
South Carolina 6
Nebraska 4
New Mexico 4
Nevada 3
Mississippi 3
Illinois 2
Utah 2
Alabama 1
Iowa 1
Kentucky 1
Stores To Be Expanded and Remodeled - 1995
Plans call for eight stores to be remodeled and
expanded in 1995. These expansions to remodeled stores will
range in size from a 5,000 square foot remodeling of the
Penn Square store
in Oklahoma City, Oklahoma, to a 56,000 square foot addition
to Dillard's store at The Meadows in Las Vegas, Nevada. For
the year, a total of 308,000 square feet will have been
added.
January, 1995 Lake Jackson, TX - Brazos Mall
A net expansion of 32,000 sq. ft.
March, 1995 Paducah, KY - Kentucky Oaks Mall
A net expansion of 40,000 sq. ft.
August, 1995 Memphis, TN - Oak Court Mall
A net expansion of 48,000 sq. ft.
August, 1995 Lincoln, NE - Gateway Mall
A net expansion of 20,000 sq. ft.
October, 1995 Las Vegas, NV - The Meadows
A net expansion of 56,000 sq. ft.
October, 1995 St Louis, MO - Chesterfield Mall
A net expansion of 55,000 sq. ft.
November, 1995 Boardman, OH - Southern Park
A net expansion of 52,000 sq. ft.
November, 1995 Oklahoma City, OK - Penn Square
A net expansion of 5,000 sq. ft.
<PAGE>
WE RECOGNIZE THAT PEOPLE
ARE OUR MOST
IMPORTANT
ASSET
<PAGE>
Corporate Organization Management
William Dillard
Chairman of the Board
Chief Executive Officer
William Dillard, II
President
Chief Operating Officer
Alex Dillard
Executive Vice President
Mike Dillard
Executive Vice President
James I. Freeman
Senior Vice President
Chief Financial Officer
James E. Darr, Jr.
Senior Vice President
Secretary
General Counsel
Vice Presidents
W.R. Appleby
W.R. Appleby, II
Gregg Athy
H. Gene Baker
Jan E. Bolton
Michael Bowen
Donald C. Bradley
Joseph P. Brennan
G. Kent Burnett
Leonard Butler
Wynelle Chapman
Drue Corbusier
Daniel Demicell
Laurence J. Donoghue
David M. Doub
Richard Eagan
John A. Franzke
T.R. Gastman
Bernard Goldstein
Roy Grimes
Randal L. Hankins
G. William Haviland
John Hawkins
Mark Killingsworth
David Kolmer
Gaston Lemoine
Denise Mahaffy
Robert G. McGushin
Michael S. McNiff
Anthony Menzie
Ken Moore
Dominick E. Morvant
Steven K. Nelson
Steven T. Nicoll
Harry D. Passow
M.E. Ritchie, Jr.
Richard Roberds
Robert L. Robicheaux
James Schatz
Linda Sholtis
Burt Squires
Joseph W. Story
Ralph Stuart
David Terry
William B. Warner
Richard B. Willey
<PAGE>
Corporate Organization
Continued
Board Of
Directors
William Dillard
Chairman of the Board
Chief Executive Officer
Dillard Department Stores
Calvin N. Clyde, Jr.
Chairman of the Board
T.B. Butler Publishing Co., Inc., Tyler, Texas
Robert C. Connor
Investments
Drue Corbusier
Vice President
Dillard Department Stores
Will D. Davis
Partner
Heath, Davis & McCalla
Attorneys
Austin, Texas
Alex Dillard
Executive Vice President
Dillard Department Stores
Mike Dillard
Executive Vice President
Dillard Department Stores
William Dillard, II
President
Chief Operating Officer
Dillard Department Stores
James I. Freeman
Senior Vice President
Chief Financial Officer
Dillard Department Stores
John Paul Hammerschmidt
Retired Member of Congress
Harrison, Arkansas
William B. Harrison, Jr.
Vice Chairman
Chemical Banking Corporation
New York, New York
J.M. Hessels
Chairman, Executive Board
Vendex International N.V.
Amsterdam, The Netherlands
John H. Johnson
President and Publisher
Johnson Publishing Company, Inc.
Chicago, Illinois
E. Ray Kemp
Retired Vice Chairman and
Chief Administrative Officer
Dillard Department Stores
William H. Sutton
Managing Partner
Friday, Eldredge & Clark Attorneys
Little Rock, Arkansas
<PAGE>
Operating Divisions
Cleveland
Roy Grimes
Chairman
David Kolmer
Vice President,
Stores
Neil Christensen
Vice President,
Sales Promotion
Florida
T.R. Gastman
Chairman
David M. Doub
President
W.R. Appleby, II
Vice President, Stores
Steven T. Nicoll
Vice President, Stores
Louise Platt
Vice President,
Sales Promotion
Fort Worth
Drue Corbusier
Chairman
W.R. Appleby
President
Gregg Athy
Vice President,
Merchandising
H. Gene Baker
Vice President,
Merchandising
Anthony Menzie
Vice President, Stores
James Schatz
Vice President, Stores
Richard B. Willey
Vice President, Stores
Jeff Menn
Vice President,
Sales Promotion
Little Rock
Mike Dillard
Chairman
John A. Franzke
President
David Terry
Vice President,
Merchandising
Burt Squires
Vice President, Stores
Ken Eaton
Vice President,
Sales Promotion
Phoenix
G. Kent Burnett
Chairman
Bernard Goldstein
President
Joseph P. Brennan
Vice President,
Merchandising
Michael S. McNiff
Vice President,
Merchandising
Robert G. McGushin
Vice President, Stores
Robert E. Baker
Vice President,
Sales Promotion
San Antonio
Laurence J. Donoghue
Chairman
Donald C. Bradley
President
Wynelle Chapman
Vice President,
Merchandising
William B. Warner
Vice President,
Merchandising
Gaston Lemoine
Vice President, Stores
Richard Roberds
Vice President, Stores
Linda Sholtis
Vice President, Stores
Cindy Gomez
Vice President,
Sales Promotion
St. Louis
Harry D. Passow
Chairman
Ken Moore
President
Daniel Demicell
Vice President, Merchandising
Mark Killingsworth
Vice President, Merchandising
Richard Eagan
Vice President, Stores
Robert L. Robicheaux
Vice President, Stores
Howard Hall
Vice President,
Sales Promotion
<PAGE>
Financial Review
Table of Selected Financial Data 22
Management's Discussion and Analysis 24
Independent Auditors' Report 27
Consolidated Balance Sheets 28
Consolidated Statements of Income 29
Consolidated Statements of Stockholders Equity 30
Consolidated Statements of Cash Flows 31
Notes to Consolidated Statements 32
<PAGE>
<TABLE>
Table of Selected Financial Data
Dillard Department Stores, Inc. And Subsidiaries
(In thousands of dollars, except per share data)
1994 1993 1992 1991 1990 1989* 1988
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales $5,545,803 $5,130,648 $4,713,987 $4,036,392 $3,605,518 $3,049,062 $2,558,395
Percent Increase 8% 9% 17% 12% 18% 19% 16%
Cost of Sales 3,614,628 3,306,757 3,043,438 2,565,904 2,287,891 1,926,971 1,636,861
Percent of Sales 65.2% 64.4% 64.5% 63.6% 63.5% 63.2% 64.0%
Interest and Debt Expense 124,282 130,915 121,940 109,386 97,032 91,836 80,979
Income Before Taxes 406,110 399,534 375,330 322,157 280,778 227,892 172,529
Income Taxes 154,320 158,400 138,900 116,000 98,000 79,800 58,700
Net Income 251,790 241,134 236,430 206,157 182,778 148,092 113,829
Per Common Share **
Income 2.23 2.14 2.11 1.84 1.67 1.45 1.18
Dividends 0.10 0.08 0.08 0.07 0.07 0.06 0.05
Book Value 20.55 18.42 16.28 14.19 12.31 10.23 7.80
Average Number of Shares
Outstanding ** 113,013,998 112,808,262 112,292,575 111,832,758 109,351,914 101,890,272 96,655,737
Accounts Receivable - Total 1,117,411 1,111,744 1,106,010 1,004,496 932,544 759,803 654,333
Merchandise Inventories 1,362,756 1,299,944 1,178,562 1,052,683 889,333 716,054 527,931
Property and Equipment 1,960,922 1,892,054 1,662,181 1,318,027 1,066,562 897,847 787,210
Total Assets 4,577,757 4,430,274 4,107,114 3,498,506 3,007,979 2,496,277 2,067,517
Long-term Debt 1,178,503 1,238,293 1,381,676 1,008,967 839,490 739,597 620,956
Capitalized Lease Obligations 22,279 31,621 32,381 29,489 31,284 32,900 25,157
Deferred Income Taxes - Total 302,801 284,981 178,311 143,463 115,854 108,426 128,565
Stockholders' Equity 2,323,567 2,081,647 1,832,018 1,583,475 1,364,885 1,094,721 752,178
Number of Employees - Average 37,832 35,536 33,883 32,132 31,786 26,304 23,114
Gross Square Footage (in thousands) 35,300 34,900 33,200 29,100 26,600 23,500 20,800
Number of Stores
Opened 7 10 11 10 4 3 7
Acquired 0 0 12 7 23 19 4
Closed 5 1 3 5 3 6 0
Total - End of Year 229 227 218 198 186 162 146
** Restated 3 for 1 stock split
* 53 Weeks
Table of Selected Financial Data
Dillard Department Stores, Inc. And Subsidiaries
(In thousands of dollars, except per share data)
1987 1986 1985 1984*
Net Sales $2,206,347 $1,851,423 $1,601,357 $1,277,280
Percent Increase 19% 16% 25% 51%
Cost of Sales 1,398,808 1,179,157 1,016,199 811,522
Percent of Sales 63.4% 63.7% 63.5% 63.5%
Interest and Debt Expense 64,179 47,912 44,938 37,689
Income Before Taxes 155,223 131,858 114,903 87,608
Income Taxes 64,000 57,400 48,000 38,050
Net Income 91,223 74,458 66,903 49,558
Per Common Share **
Income 0.94 0.78 0.76 0.61
Dividends 0.05 0.04 0.04 0.03
Book Value 6.67 5.77 4.14 3.41
Average Number of Shares
Outstanding ** 96,571,272 95,078,094 87,619,470 81,943,728
Accounts Receivable - Total 605,299 472,639 387,612 333,830
Merchandise Inventories 500,831 385,509 305,781 252,239
Property and Equipment 694,991 513,421 394,189 325,736
Total Assets 1,888,033 1,427,639 1,139,414 963,294
Long-term Debt 594,773 400,319 386,070 384,661
Capitalized Lease Obligations 26,443 13,695 14,676 15,575
Deferred Income Taxes - Total 125,828 116,549 88,649 72,778
Stockholders' Equity 643,386 556,617 362,333 298,353
Number of Employees - Average 21,168 18,412 16,010 12,965
Gross Square Footage (in thousands) 18,500 15,600 13,600 12,500
Number of Stores
Opened 6 8 8 3
Acquired 17 11 0 25
Closed 3 5 0 1
Total - End of Year 135 115 101 93
** Restated 3 for 1 stock split
* 53 Weeks
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
DILLARD DEPARTMENT STORES, INC.
Sales
Sales for 1994 increased 8% over the prior year. The sales increases
for the past five years on a comparable 52-week basis have been:
1994 1993 1992 1991 1990
Sales Increase 8% 9% 17% 12% 20%
Comparable store sales increases by quarter for the past five years has
been:
1994 1993 1992 1991 1990
First Quarter 7% 3% 9% 9% 14%
Second Quarter 4 4 5 10 14
Third Quarter 5 3 10 5 10
Fourth Quarter 4 3 8 2 6
Year 5 3 8 6 10
Comparable store sales include 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. Management believes that the majority of the
increase in comparable store sales in these periods was attributable to an
increase in the volume of goods sold rather than an increase in the price of
goods.
The sales mix for the past five years by category and percent of total
sales has been:
1994 1993 1992 1991 1990
Cosmetics 12.5% 12.5% 12.2% 12.2% 11.9%
Women's & Junior's Clothing 30.4 31.1 31.6 31.2 29.9
Children's Clothing 6.7 6.7 6.8 6.9 6.8
Men's Clothing & Accessories 18.6 18.1 17.7 17.4 17.1
Shoes,Accessories & Lingerie 19.1 18.6 17.9 17.4 17.1
Home 11.9 11.7 11.9 12.7 14.4
Leased Departments .8 1.3 1.9 2.2 2.8
Total 100.0% 100.0% 100.0% 100.0% 100.0%
The Company experienced above average sales gains during 1994, 1993 and
1992 in men's clothing and in shoes. Sales gains trailed the company average
in the women's and junior's clothing area in 1994 and 1993. Sales in leased
departments have declined significantly over the past few years as the
Company has de-emphasized this area.
At year end there were 229 stores in operation. Annual gross square
footage of stores in operation at year end and approximate sales per gross
square foot for the past five years have been:
1994 1993 1992 1991 1990
Sales (000) $5,545,803 $5,130,648 $4,713,987 $4,036,392 $3,605,518
Gross Square
Footage (000) 35,300 34,900 33,200 29,100 26,600
Sales per Square Foot $ 157 $ 147 $ 142 $ 138 $ 136
Gross Square Footage of
owned properties
(000) 24,500 22,700 21,300 18,400 15,300
<PAGE>
Cost of Sales
Cost of sales for the past five years has been:
1994 1993 1992 1991 1990
Cost of Sales
(LIFO Basis) 65.2% 64.4% 64.5% 63.6% 63.5%
LIFO (Credit) Charge
(000) $(13,200) $200 $4,300 $1,100 $5,900
Cost of Sales
(FIFO Basis) 65.4% 64.4% 64.5% 63.5% 63.3%
The increase in the cost of sales for 1994 was caused by a higher level of
markdowns than in the prior year. The increase in the cost of sales for 1992
is primarily the result of lower initial markups associated with the
continued implementation of the Company's everyday pricing strategy.
Expenses
Expenses as a percent of sales for the past five years are as follows:
1994 1993 1992 1991 1990
Advertising, Selling, Administrative
& General 24.0% 24.1% 24.3% 25.2% 25.4%
Depreciation &
Amortization 3.4 3.3 2.9 2.8 2.7
Rentals 1.2 1.3 1.3 1.4 1.5
Interest & Debt Expense 2.2 2.6 2.6 2.7 2.7
During 1994, the Company incurred an $11 million pre-tax charge for the
closure of three clearance stores. This adversely affected selling,
administrative and general expenses, depreciation and amortization, and
rentals. During 1994 and 1993, advertising, selling, administrative and
general expenses declined as a percentage of sales. The Company continues to
control these expenses as sales have grown. Depreciation and amortization
increased as a percentage of sales during 1994 and 1993. This is due to the
additional depreciation of approximately $7.6 million for 1993 calculated on
the increase in property and equipment required by the adoption of SFAS No.
109 (see Income Taxes), due to a higher proportion of the Company's
properties being owned rather than leased, and due to the store closure
charge in 1994. Rentals decreased slightly as a percentage of sales during
1994, primarily due to a higher proportion of the Company's properties being
owned rather than leased. Interest and debt expense declined as a percentage
of sales in 1994 reflecting an overall lower level of debt partially offset
by higher interest rates on short term debt.
Trade Accounts Receivable
The year-to-year percentage growth in sales and accounts receivable has
been:
1994 1993 1992 1991 1990
Sales 8% 9% 17% 12% 20%
Accounts Receivable 1 1 10 8 23
The growth in accounts receivable continues to lag the growth in sales
due to the increasing popularity of credit cards issued by third parties. In
1992, the Company acquired approximately $37 million of accounts receivable
in connection with the acquisition of Higbee.
<PAGE>
Liquidity & Capital Resources
The relevant ratios regarding liquidity and capital resources for the
past five years are:
1994 1993 1992 1991 1990
Working Capital(000)$1,765,844$1,660,629$1,677,378$1,351,349$1,191,675
Current Ratio 3.3 3.1 3.4 2.8 2.8
Long-term debt to
capitalization 34.1% 37.9% 43.6% 39.6% 39.0%
Stockholders' equity to
total assets 50.8% 47.0% 44.6% 45.3% 45.4%
These measures continue to improve as the Company finances the growth of
the business through operating earnings without the need for additional debt
financing. The Company did not issue long-term debt during fiscal 1994 or
fiscal 1993. The Company sold unsecured notes in the amount of $400 million
during 1992: $100 million 7.375% notes due June 15, 1999, $100 million 7.15%
notes due September 1, 2002, $100 million 7.85% notes due October 1, 2012,
and $100 million 7.875% notes due January 1, 2023. The proceeds were used to
reduce the balance of commercial paper outstanding and for general corporate
purposes. At the end of 1994, the Company had an outstanding shelf
registration for unsecured notes in the amount of $200 million.
For the past several years, Dillard Investment Co., Inc. ("DIC"), a
wholly-owned finance subsidiary has sold commercial paper in the public
market. At January 28, 1995, the amount of commercial paper outstanding was
$90 million.
The Company has line of credit agreements with various banks aggregating
$110 million. Additionally, the Company and DIC have a revolving line of
credit in the amount of $500 million. At January 28, 1995 and January 29,
1994, no funds were borrowed under the revolving line of credit or the line
of credit agreements.
During 1994, the Company generated $395.3 million in cash from
operating activities, as compared to $314.5 million in fiscal 1993 and $359.4
million in fiscal 1992. The primary reason for the increase in 1994 over 1993
is that merchandise inventories did not increase as fast as in the prior
year. Merchandise inventories increased by approximately 5% in 1994 and 10%
in 1993. There was no increase in the Company's merchandise inventories on
a comparable store basis in 1994. The increase in the Company's merchandise
inventories on a comparable store basis in 1993 was 5%.
Capital expenditures for 1994 were $252.9 million compared to $316.7
million for 1993 and $344.1 million for 1992. During 1992, the Company
acquired the remaining 50% ownership in Higbee.
During 1994, the Company opened nine new stores (two of which were
replacement stores), expanded two stores and closed five stores. During
1993, the Company opened 10 stores and closed one store. During 1992, the
Company opened 12 stores (one of which was a replacement store), acquired 12
stores through the acquisition of the Higbee Company ("Higbee") and closed
three stores.
For 1995, the Company plans to open 11 stores, two of which will be
replacement stores. In addition, the Company plans to expand and remodel an
additional eight stores. At January 28, 1995, the Company is committed to
incur costs of approximately $164 million to complete and equip these stores.
The Company anticipates that cash flow from operations will be adequate to
fund the capital expenditures as well as the working capital requirements of
the stores.
Income Taxes
Effective January 31, 1993, the Company changed its method of accounting
for income taxes from deferred method to the liability method required by
Financial Accounting Standards Board Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes". As permitted
under SFAS No. 109, prior years' financial statements have not been restated.
The cumulative effect of adopting SFAS No. 109 as of January 31, 1993 was to
increase the Company's assets (principally property and equipment) and
liabilities (principally deferred income taxes) by approximately $87 million.
The increase resulted from a requirement to adjust the assets and liabilities
for prior business combinations from net of tax to pretax amounts.
During 1993, Congress passed the Omnibus Budget Reconciliation Act of
1993 (the "Act") which raised the federal income tax rate by 1% effective
January 1, 1993. Included in income tax expense for fiscal 1993 is a charge
of approximately $6.6 million for the cumulative effect of the Act on the
Company's deferred income taxes. Excluding the above described charge, the
effective federal and state income tax rate was 38% for fiscal 1994 compared
to 38% for fiscal 1993, and 37% for fiscal 1992.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of
Dillard Department Stores, Inc.
Little Rock, Arkansas
We have audited the accompanying consolidated balance sheets of Dillard
Department Stores, Inc. and subsidiaries as of January 28, 1995 and
January 29, 1994, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the
period ended January 28, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Dillard Department
Stores, Inc. and subsidiaries as of January 28, 1995 and January 29, 1994,
and the results of their operations and their cash flows for each of the
three years in the period ended January 28, 1995 in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for income taxes effective
January 31, 1993 to conform with Statement of Financial Accounting
Standards No. 109.
Deloitte & Touche LLP
New York, New York
February 22, 1995
<PAGE>
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share Data)
<TABLE>
January 28,1995 January 29,1994
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 51,095 $ 51,244
Trade accounts receivable (net of allowance for
doubtful accounts of $15,307 and $15,214,
respectively) 1,102,104 1,096,530
Merchandise inventories 1,362,756 1,299,944
Other current assets 8,847 8,976
Total current assets 2,524,802 2,456,694
INVESTMENTS AND OTHER ASSETS 68,810 52,110
PROPERTY AND EQUIPMENT (Notes 4 and 10):
Land and land improvements 43,884 44,573
Buildings and leasehold improvements 1,261,629 1,162,120
Furniture, fixtures and equipment 1,688,161 1,583,380
Buildings under construction 49,469 13,977
Less accumulated depreciation and amortization (1,082,221) (911,996)
1,960,922 1,892,054
BUILDINGS UNDER CAPITAL LEASES - Less amortization
of $26,799 and $29,593, respectively (Note 9) 23,223 29,416
TOTAL ASSETS $ 4,577,757 $ 4,430,274
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable and accrued expenses (Note 5) $ 545,522 $ 529,475
Commercial paper (Note 3) 89,906 145,276
Federal and state income taxes (Note 6) 65,454 54,011
Current portion of long-term debt (Note 4) 55,903 65,061
Current portion of capital lease obligations (Note 9) 2,173 2,242
Total current liabilities 758,958 796,065
LONG-TERM DEBT (Note 4): 1,178,503 1,238,293
CAPITAL LEASE OBLIGATIONS (Note 9) 22,279 31,621
DEFERRED INCOME TAXES (Note 6) 294,450 282,648
OPERATING LEASES AND COMMITMENTS (Note 10)
STOCKHOLDERS' EQUITY (Notes 7 and 8):
Preferred stock - shares issued, 4,400 440 440
Common stock, Class A - shares issued, 109,028,595
and 108,974,658, respectively 1,090 1,090
Common stock, Class B (convertible) - shares issued,
4,017,061 40 40
Additional paid-in capital 624,086 622,634
Retained earnings 1,697,911 1,457,443
Total stockholders' equity 2,323,567 2,081,647
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,577,757 $4,430,274
See notes to consolidated financial statements.
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
<TABLE>
Year Ended January 28, 1995 January 29,1994 January 30, 1993
<S> <C> <C> <C>
NET SALES, INCLUDING SALES OF
LEASED DEPARTMENTS $ 5,545,803 $ 5,130,648 $ 4,713,987
SERVICE CHARGES, INTEREST AND OTHER
INCOME 182,785 181,746 169,244
5,728,588 5,312,394 4,883,231
COSTS AND EXPENSES:
Cost of sales 3,614,628 3,306,757 3,043,438
Advertising, selling, administrative and
general expenses 1,328,353 1,239,049 1,144,248
Depreciation and amortization 190,299 171,181 135,524
Rentals (Note 10) 64,916 64,958 62,751
Interest and debt expense (Note 4) 124,282 130,915 121,940
Total costs and expenses 5,322,478 4,912,860 4,507,901
INCOME BEFORE FEDERAL AND STATE
INCOME TAXES 406,110 399,534 375,330
FEDERAL AND STATE INCOME TAXES (Note 6) 154,320 158,400 138,900
NET INCOME $ 251,790 $ 241,134 $ 236,430
INCOME PER COMMON SHARE $ 2.23 $ 2.14 $ 2.11
See notes to consolidated financial statements.
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Amounts in Thousands, Except Per Share Data)
<TABLE>
Common Common Additional
Preferred Stock Stock Paid-in Retained
Stock Class A Class B Capital Earnings Total
<S> <C> <C> <C> <C> <C>
BALANCE, FEBRUARY 1, 1992 $440 $44,806 $1,682 $529,277 $1,007,270 $1,583,475
Change in par value - (43,730) (1,642) 45,372 - -
Issuance of 1,162,387 shares under stock option,
employee savings and stock bonus
plans (net of 1,210,463 shares canceled) - 9 - 19,936 (9,370) 10,575
Tax benefit from exercise of stock options - - - 10,515 - 10,515
Net income - - - - 236,430 236,430
Cash dividends:
Preferred stock, $5 per share - - - - (22) (22)
Common stock, $.08 per share - - - - (8,955) (8,955)
BALANCE, JANUARY 30, 1993 440 1,085 40 605,100 1,225,353 1,832,018
Issuance of 469,515 shares under stock option,
employee savings and stock bonus
plans (net of 38,999 shares canceled) - 5 - 17,372 - 17,377
Tax benefit from exercise of stock options - - - 162 - 162
Net income - - - - - 241,134 241,134
Cash dividends:
Preferred stock, $5 per share - - - - (22) (22)
Common stock, $.08 per share - - - - (9,022) (9,022)
BALANCE, JANUARY 29, 1994 440 1,090 40 622,634 1,457,443 2,081,647
Issuance of 53,937 shares under stock option,
employee savings and stock bonus
plans - - - 1,452 - 1,452
Net income - - - - 251,790 251,790
Cash dividends:
Preferred stock, $5 per share - - - - (22) (22)
Common stock, $.10 per share - - - - (11,300) (11,300)
BALANCE, JANUARY 28, 1995 $440 $ 1,090 $ 40 $624,086 $1,697,911 $2,323,567
See notes to consolidated financial statements.
<PAGE>
</TABLE>
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
<TABLE>
Year Ended January 28, 1995 January 29, 1994 January 30, 1993
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 251,790 $ 241,134 $ 236,430
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 191,870 172,839 137,008
Deferred income taxes 19,720 23,500 36,700
Gain on sale of property and equipment - - (104)
Changes in operating assets and liabilities, net
of effects from acquisition of businesses:
Increase in trade accounts receivable (5,574) (6,310) (64,554)
Increase in merchandise inventories (62,812) (121,382) (41,204)
Decrease (increase) in other current assets 129 (3,463) 175
Increase in investments and other assets (18,271) (2,309) (11,051)
Increase in trade accounts payable and
accrued expenses and income taxes 18,442 10,532 66,023
Net cash provided by operating activities 395,294 314,541 359,423
INVESTING ACTIVITIES:
Purchase of property and equipment (252,974) (316,695) (344,050)
Proceeds from sale of property and equipment - - 3,867
Acquisition of businesses, net of cash acquired - - (14,922)
Net cash used in investing activities (252,974) (316,695) (355,105)
FINANCING ACTIVITIES:
Net (decrease) increase in commercial paper (55,370) 88,655 (183,682)
Proceeds from long-term borrowings - - 475,000
Principal payments on long-term debt and
capital lease obligations (78,359) (136,347) (259,042)
Dividends paid (10,192) (9,033) (6,717)
Common stock issued 1,452 17,539 21,090
Net cash (used in) provided by financing
activities (142,469) (39,186) 46,649
(DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (149) (41,340) 50,967
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 51,244 92,584 41,617
CASH AND CASH EQUIVALENTS, END OF YEAR $ 51,095 $ 51,244 $ 92,584
See notes to consolidated financial statements.
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 28, 1995, JANUARY 29, 1994 AND JANUARY 30, 1993
1. DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Description of Business - Dillard Department Stores, Inc. (the "Company")
operates retail department stores located primarily in the
Southeastern, Southwestern and Midwestern areas of the United States.
The Company's fiscal year ends on the Saturday nearest January 31.
The fiscal years 1994, 1993 and 1992 ended on January 28, 1995,
January 29, 1994 and January 30, 1993, respectively, and each included
52 weeks.
Consolidation - The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries,
including its real estate subsidiary, Construction Developers, Inc.
(which leases property principally to the Company), its wholly-owned finance
subsidiary, Dillard Investment Co., Inc. ("DIC"), and Dillard National Bank
("DNB"), a wholly-owned subsidiary of DIC. Intercompany accounts and
transactions are eliminated in consolidation. Investments in and advances
to joint ventures in which the Company has a 50% ownership interest are
accounted for by the equity method.
Revenues - Retail sales are recorded on the accrual basis and include
leased department sales of $46.2 million, $66.5 million and $91.9 million
for fiscal 1994, 1993 and 1992, respectively.
Costs, Expenses and Related Balance Sheet Accounts - The retail last-in,
first-out ("LIFO") inventory method is used to value merchandise inventories.
At January 28, 1995, the LIFO cost of merchandise was approximately equal
to the first-in, first-out ("FIFO") cost of merchandise.
At January 29, 1994, the LIFO cost of merchandise inventories was
approximately $13.2 million less than FIFO cost.
Property and equipment owned by the Company is stated at cost, which
includes related interest costs incurred during the construction period,
less accumulated depreciation and amortization. For financial reporting
purposes, depreciation is computed by the straight-line method over the
estimated useful lives. For tax reporting purposes, accelerated
depreciation or cost recovery methods are used and the related deferred
income taxes are included in noncurrent deferred income taxes in the
consolidated balance sheet.
Properties leased by the Company under lease agreements which are
determined to be capital leases are stated at an amount equal to the
present value of the minimum lease payments during the lease term,
less accumulated amortization. The properties under capital leases and
leasehold improvements under operating leases are being amortized on the
straight-line method over the shorter of their useful lives or their
related lease terms. The provision for amortization of leased properties
is included in depreciation and amortization expense.
Preopening costs of new stores are expensed in the fourth quarter of the
year in which such costs are incurred.
Income Taxes - Effective January 31, 1993, the Company adopted Financial
Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." Deferred income
taxes reflect the future tax consequences of differences between the tax
bases of assets and liabilities and their financial reporting amounts at
year-end. Financial statements for prior years have not been restated and
the cumulative effect of the accounting change was to increase the
Company's assets (principally property and equipment) and liabilities
(principally deferred income taxes) by approximately $87 million.
Accounts Receivable - Customer accounts receivable are classified as
current assets and include some which are due after one year, consistent
with industry practice. Concentrations of credit risk with respect to
customer receivables are limited due to the large number of customers
comprising the Company's credit card base, and their dispersion across the
country.
<PAGE>
Credit Card and Financing Subsidiaries - DIC's business consists of
financing, through the issuance of commercial paper and long-term
borrowings, the Company's accounts receivable. DNB grants credit card loans
to the Company's customers. Earnings before income taxes of DIC and its
subsidiary were $35.4 million, $43.8 million and $22.8 million for fiscal
1994, 1993 and 1992, respectively. Summary balance sheet information for
DIC and its subsidiary is presented below (in thousands of dollars):
January 28, 1995 January 29,1994
Assets, principally accounts receivable $ 1,112,447 $ 1,099,437
Commercial paper and long-term debt 264,906 320,276
Other liabilities, principally due to the
Company 670,695 623,910
Equity 176,846 155,251
Earnings per Common Share - Earnings per common share have been computed
based on the weighted average of Class A and Class B common shares
outstanding, after deducting preferred dividend requirements and giving
effect to outstanding stock options. Shares used in computing earnings per
common share were 113,013,998, 112,808,262 and 112,292,575 for fiscal 1994,
1993 and 1992, respectively.
Cash Equivalents - The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be cash equivalents.
Employees' Retirement Plan - The Company has a retirement plan with a 401(k)
salary deferral feature for eligible employees. Under the terms of the
plan, employees may contribute up to 5% of gross earnings which will be
matched 100% by the Company. The contributions are used to purchase
Class A Common Stock of the Company for the account of the employee. The
terms of the plan provide a five-year cliff vesting schedule for the Company
contribution to the plan.
Recent Accounting Pronouncements - In December 1991, the FASB issued
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,
" which requires disclosure of the fair value of financial instruments,
both assets and liabilities recognized and not recognized in the
consolidated balance sheet of the Company, for which it is practicable to
estimate fair value. The estimated fair values of financial instruments
which are presented herein have been determined by the Company using
available market information and appropriate valuation methodologies.
However, considerable judgement 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 trade accounts receivable is determined by discounting
the estimated future cash flows at current market rates, after
consideration of credit risks and servicing costs using historical rates.
The fair value of the Company's long-term debt 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 charcteristics and maturity (for bank notes and mortgage notes).
The fair value of the Company's cash and cash equivalents, trade accounts
receivable and commercial paper borrowings approximates their carrying
values at January 28, 1995 and January 29, 1994 due to the short-term
maturities of these instruments. The fair value of the Company's long-term
debt at January 28, 1995 and January 29, 1994 was $1,240 million and
$1,481 million, respectively. The carrying value of the Company's long-term
debt at January 28, 1995 and January 29, 1994 was $1,234 million and
$1,303 million, respectively.
<PAGE>
2. ACQUISITION
In July 1992, the Company entered into an agreement to acquire the remaining
50% ownership interest in The Higbee Company ("Higbee") from The Edward J.
DeBartolo Corporation ("DeBartolo") for $16.5 million in cash. Higbee, in
which the Company and DeBartolo each previously had a 50% ownership interest,
was a Cleveland based department store chain operating 12 stores. At the
date of acquisition, Higbee had assets with a fair value of approximately
$280 million, including cash of $1.6 million, and liabilities of
approximately $222.8 million. The Higbee stores were intergrated into the
Company's operations during fiscal 1992. The acquisition was accounted for
as a purchase and, accordingly, the results of Higbee have been included in
the Company's consolidated operations since its effective acquisition date,
August 2, 1992.
3. COMMERCIAL PAPER AND REVOLVING CREDIT AGREEMENT
DIC commercial paper generally matures within 45 days from the date of
issue at effective interest rates ranging from 5.41% to 5.61% at
January 28, 1995. At January 28, 1995 and January 29, 1994, the weighted
average interest rate of outstanding commerical paper was 5.56% and 3.06%,
respectively. The average amount of commercial paper outstanding during
fiscal 1994 was $122 million, at a weighted average interest rate of 4.66%.
At January 28, 1995, the Company and DIC had revolving line of credit
agreements with various banks aggregating $500 million. The line of credit
agreements require that consolidated stockholders' equity be maintained at
$1 billion or more. These agreements expire on July 13, 1999. Interest may
be fixed for periods from one to six months at the election of the Company or
DIC. Interest is payable at the lead bank's certificate of deposit,
alternative base rate or Eurodollar rate.
In addition, at January 28, 1995, the Company had line of credit agreements
with various banks aggregating $110 million. The agreements have no fixed
date of expiration, and interest on amounts drawn fluctuates daily based on
market rates. There were no funds borrowed under the revolving line of
credit agreements or line of credit agreements during fiscal 1992 through
fiscal 1994.
4. LONG-TERM DEBT
Long-term debt consists of the following (in thousands of dollars):
January 28, 1995 January 29, 1994
Unsecured notes at rates ranging from
7.15% to 9.625%, due 1995 through 2023 $ 900,000 $ 950,000
Unsecured 5.7% note to bank, due
June 3, 1996 75,000 75,000
Unsecured 9.25% notes of DIC
due 1997 through 2001 175,000 175,000
Mortgage notes, payable monthly or
quarterly (some with balloon payments)
over periods up to 31 years from
inception and bearing interest at
rates ranging from 6.375% to 13.25% (1) 84,406 103,354
1,234,406 1,303,354
Current portion (55,903) (65,061)
$ 1,178,503 $ 1,238,293
(1) Building, land, land improvements and equipment with a carrying value of
$85.7 million at January 28, 1995 are pledged as collateral on these
notes.
Maturities of long-term debt over the next five years are $55.9 million,
$130.8 million, $181.4 million, $107.1 million and $107.8 million.
<PAGE>
Interest and debt expense consists of the following (in thousands of dollars):
Fiscal Fiscal Fiscal
1994 1993 1992
Long-term debt:
Interest $ 110,945 $ 118,377 $ 106,096
Amortization of debt expense 1,404 1,484 1,281
112,349 119,861 107,377
Interest on capital lease obligations 2,324 2,831 2,605
Commercial paper interest 5,692 4,386 7,550
Other 3,917 3,837 4,408
$ 124,282 $ 130,915 $121,940
Interest paid during fiscal 1994, 1993 and 1992 was approximately $123.9
million, $124.6 million and $111.6 million, respectively.
5. TRADE ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Trade accounts payable and accrued expenses are comprised of the following
(in thousands of dollars):
January 28, 1995 January 29, 1994
Trade accounts payable $ 350,801 $ 351,594
Accrued expenses:
Taxes, other than income 45,211 42,015
Salaries, wages, and employee benefits 48,200 45,074
Interest 36,162 35,521
Rent 13,777 12,023
Other 51,371 43,248
$ 545,522 $ 529,475
6. INCOME TAXES
Effective January 31, 1993, the Company changed its method of accounting
for income taxes from the deferred method to the liability method required
by SFAS No. 109, "Accounting for Income Taxes". As permitted under SFAS
No. 109, prior years' financial statements were not restated. The
cumulative effect of adopting SFAS No. 109 as of January 31, 1993 was to
increase the Company's assets (principally property and equipment) and
liabilities (principally deferred income taxes) by approximately $87 million.
The increase resulted from a requirement to adjust the assets and liabilities
for prior business combinations from net of tax to pretax amounts.
<PAGE>
The provision for Federal and state income taxes is summarized as follows
(in thousands of dollars):
Liability Method Deferred Method
Fiscal 1994 Fiscal 1993 Fiscal 1992
Current:
Federal $ 120,100 $ 118,200 $ 92,000
State 14,500 16,700 10,200
134,600 134,900 102,200
Deferred:
Federal 16,500 20,400 31,900
State 3,220 3,100 4,800
19,720 23,500 36,700
$ 154,320 $ 158,400 $138,900
A reconciliation between income taxes computed using the effective income
tax rate and the statutory income tax rates is presented below
(in thousands of dollars):
Fiscal 1994 Fiscal 1993 Fiscal 1992
Income tax at the statutory
Federal rate $ 142,139 $ 139,837 $127,612
State income taxes net of Federal
benefit 10,686 12,983 9,767
Cumulative effect of tax rate increase on
deferred income tax balances - 6,595 -
Other 1,495 (1,015) 1,521
$ 154,320 $ 158,400 $ 138,900
Deferred income taxes for fiscal 1992 are attributable to the following
items (in thousands of dollars):
Accelerated depreciation and basis differences $ 34,271
Other 2,429
$ 36,700
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and
liabilities as of January 28, 1995 and January 29, 1994 are as follows
(in thousands):
<PAGE>
January 28, 1995 January 29, 1994
Property and equipment basis and
depreciation differences $252,253 $236,710
State income taxes 31,216 35,434
Differences between book and tax basis of inventory 27,737 30,559
Other 10,769 -
Total deferred tax liabilities 321,975 302,703
Accruals not currently deductible (17,113) (13,569)
State income taxes (2,061) (2,224)
Other - (1,929)
Total deferred tax assets (19,174) (17,722)
Deferred income taxes - net $302,801 $284,981
The net deferred income taxes include the current portion of $8.3 million
and $2.3 million at January 28, 1995 and January 29, 1994 which is reported
in Federal and state income taxes on the consolidated balance sheets.
Income taxes paid during fiscal 1994, 1993 and 1992 were approximately
$131.1 million, $102.1 million and $99.3 million, respectively.
7. STOCKHOLDERS' EQUITY
Capital stock is comprised of the following:
Shares Issued and Outstanding
Par Shares January 28 January 29 January 30
Type Value Authorized 1995 1994 1993
Preferred (5%
cumulative) $ 100 5,000 4,400 4,400 4,400
Additional
preferred $ .01 10,000,000
Class A, common $ .01 289,000,000 109,028,595 108,974,658 108,502,743
Class B, common $ .01 11,000,000 4,017,061 4,017,061 4,019,461
Holders of Class A are empowered as a class to elect one-third of the
members of the Board of Directors and the holders of Class B are empowered
as a class to elect two-thirds of the members of the Board of Directors.
Shares of Class B are convertible at the option of any holder thereof into
shares of Class A at the rate of one share of Class B for one share of
Class A.
On June 5, 1992, the Company effected a three-for-one split of its common
stock in the form of a stock dividend. All share and per share amounts were
adjusted to give retroactive effect to the stock split. Concurrently, the
Company's Class A and Class B common stock was changed from a stated value
of $1.25 per share to a par value of $.01 per share, resulting in a
reduction of common stock and an increase in additional paid-in capital of
$45.4 million.
8. STOCK OPTIONS
The Company's 1990 Incentive and Nonqualified Stock Option Plan provides
for the granting of options to purchase 12 million shares of Class A common
stock to certain key employees of the Company. Exercise terms for options
granted under this plan are determined at each grant date. There were
3,984,866 options exercisable at prices ranging from $31.25 to $40.54
per share and 6,276,290 available for grant under the 1990 plan at the end
of fiscal 1994. At January 28, 1995, 10,813,811 shares of Class A common
were reserved for issuance under the 1990 stock option plan.
<PAGE>
Option transactions are summarized as follows:
Shares Aggregate
Under Option Option Price
Fiscal 1994 Fiscal 1993 Fiscal 1994 Fiscal 1993
(In Thousands of Dollars)
Outstanding, beginning of year 2,630,026 1,138,666 $103,242 $44,245
Granted 1,975,680 1,528,000 61,106 60,356
Exercised (12,500) (16,500) (391) (497)
Canceled (55,685) (20,140) (2,281) (862)
Outstanding, end of year 4,537,521 2,630,026 $ 161,676 $ 103,242
9. CAPITAL LEASES
Future minimum payments under capital leases as of January 28, 1995 are as
follows (in thousands of dollars):
Fiscal Year Amount
1995 $ 4,327
1996 4,129
1997 3,862
1998 3,862
1999 3,586
After 2000 20,063
Total minimum lease payments 39,829
Less amount representing interest (15,377)
Present value of net minimum lease payments
(of which $2,173 is currently payable) $ 24,452
10. OPERATING LEASES AND COMMITMENTS
Rental expense consists of the following (in thousands of dollars):
Fiscal 1994 Fiscal 1993 Fiscal 1992
Operating leases:
Buildings:
Minimum rentals $ 33,290 $ 33,922 $ 32,092
Contingent rentals 13,456 11,796 13,139
Equipment 16,910 18,107 16,319
63,656 63,825 61,550
Contingent rentals on capital leases 1,260 1,133 1,201
$ 64,916 $ 64,958 $ 62,751
<PAGE>
Contingent rentals on certain leases are based on a percentage of annual
sales in excess of specified amounts. Other contingent rentals are based
entirely on a percentage of sales.
The future minimum rental commitments as of January 28, 1995 for all
noncancelable operating leases for buildings and equipment are as follows
(in thousands):
Fiscal Year Amount
1995 $ 35,763
1996 29,363
1997 28,161
1998 26,795
1999 25,956
After 2000 202,928
$ 348,966
Renewal options from three to twenty-five years exist on the majority of
leased properties. At January 28, 1995 the Company is committed to incur
costs of approximately $164 million to complete and equip certain stores.
11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a tabulation of the unaudited quarterly results of
operations for the years ended January 28, 1995 and January 29, 1994
(in thousands, except per share data):
Fiscal 1994
Three Months Ended
April 30 July 30 October 29 January 28
Net sales $ 1,283,941 $ 1,184,316 $ 1,333,630 $ 1,743,916
Gross profit 430,862 409,518 467,381 623,414
Net income 48,306 33,755 50,802 118,927
Income per common share .43 .30 .45 1.05
Fiscal 1993
Three Months Ended
May 1 July 31 October 30 January 29
Net sales $ 1,163,179 $ 1,104,718 $ 1,228,065 $ 1,634,686
Gross profit 409,229 394,841 442,096 577,725
Net income 48,173 39,240 42,377 111,344
Income per common share .43 .35 .38 .99
<PAGE>
Form 10-K
Copies of the Company's 10-K Annual Report may be obtained
by written request to:
James I. Freeman, Senior Vice President and Chief Financial Officer
Post Office Box 486, Little Rock, Arkansas 72203
Transfer Agent and Registrar
Boatmen's Trust Company, Post Office Box 14737, St. Louis,
Missouri 63178
Listing
New York Stock Exchange, Ticker Symbol "DDS"
Annual Meeting
Saturday, May 20, 1995, at 9:30 a.m.
Board Room, First Commercial Bank Building
Capitol and Broadway, Little Rock, Arkansas 72201
Corporate Headquarters
1600 Cantrell Road, Little Rock, Arkansas 72201
Mailing Address
Post Office Box 486, Little Rock, Arkansas 72203
Telephone: 501-376-5200
Telex: 910-722-7322 Fax: 501-376-5917
Stock Prices and Dividends by Quarter
Sales Prices - Common Shares
1994 1993 Dividends Per Share
Quarter High Low High Low 1994 1993
First $36.63 $32.13 $52.75 $35.38 $0.02 $0.02
Second 35.25 29.00 42.00 34.50 0.02 0.02
Third 33.38 25.63 38.25 33.13 0.03 0.02
Fourth 30.38 24.63 41.75 33.75 0.03 0.02
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT.
STATE OF NAME UNDER WHICH
NAME INCORPORATION SUBSIDIARY IS DOING BUSINESS
Dillard Investment Co., Inc. Delaware Dillard Investment Company
Construction Developers,
Incorporated Arkansas Construction
Developers, Inc.
Cain Sloan, Inc. Delaware Dillard's
Joske's Inc. Delaware Dillard's
D. H. Holmes Company,
Limited Louisiana Dillard's
Dillard Travel, Inc. Arkansas Dillard Travel
Higbee Associates
(General Partnership) Delaware Higbee Associates
The Higbee Company Delaware Dillard's
J. B. Ivey & Company North Dillard's
Carolina
Dillard National Bank National Dillard National Bank
Banking Association
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement Number 33-27303 on Form S-4, in Registration
Statement Number 33-42500 on Form S-8, in Registration Number
33-42553 on Form S-8, in Registration Statement Number 33-
42499 on Form S-8, and in Registration Statement Number 33-
53046 on Form S-3, of our reports (which express an
unqualified opinion and include an explanatory paragraph
relating to a change in accounting for income taxes) dated
February 22, 1995, appearing in and incorporated by reference
in this Annual Report on Form 10-K of Dillard Department
Stores, Inc. and subsidiaries for the year ended January 28,
1995.
DELOITTE & TOUCHE LLP
New York, New York
April 21, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1994
OR
[_] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the period from _____________________ to
_____________________.
Commission file number 33-42553
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below: Dillard
Department Stores, Inc. Retirement Plan.
(Full-time and Part-time Employees)
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Dillard Department Stores, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
<PAGE>
REQUIRED INFORMATION
1. An audited statement of financial condition as of
December 31, 1994 and December 31, 1993 prepared in conformity
with Regulation S-X is attached.
2. An audited statement of income and changes in plan
equity for each of the years ended December 31, 1994,
December 31, 1993 and December 31, 1992, prepared in
conformity with Regulation S-X is attached.
Exhibits
23. Consent of Independent Auditors.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dillard Department Stores, Inc.
Retirement Plan
Date: April 26, 1995 John Hawkins
John Hawkins
Vice President/Treasurer
Dillard Department Stores, Inc.
<PAGE>
Dillard Department Stores, Inc.
Retirement Plan
Accountants' Report
and Financial Statements
December 31, 1994 and 1993
<PAGE>
Dillard Department Stores, Inc.
Retirement Plan
DECEMBER 31, 1994 AND 1993
TABLE OF CONTENTS
Page
INDEPENDENT ACCOUNTANTS' REPORT 1
FINANCIAL STATEMENTS AND SCHEDULES
Statements of Financial Condition 2
Statements of Income and Changes in Plan Equity 3
Notes to Financial Statements 4
Schedule I - Investments - December 31, 1994 15
Schedule I - Investments - December 31, 1993 19
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Programs - December 31, 1994 22
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Programs - December 31, 1993 23
Schedule III - Allocation of Plan Income
and Changes in Plan Equity to Investment
Programs - Year Ended December 31, 1994 24
Schedule III - Allocation of Plan Income
and Changes in Plan Equity to Investment
Programs - Year Ended December 31, 1993 25
Schedule III - Allocation of Plan Income
and Changes in Plan Equity to Investment
Programs - Year Ended December 31, 1992 26
SUPPLEMENTAL SCHEDULE
Transactions or Series of Transactions in
Excess of 5% of Current Value of Plan
Assets - Year Ended December 31, 1994 27
<PAGE>
Independent Accountants' Report
Dillard's Administrative Committee
Dillard Department Stores, Inc.
Little Rock, Arkansas
We have audited the accompanying statements of financial condition of
DILLARD DEPARTMENT STORES, INC. RETIREMENT PLAN as of December 31, 1994 and
1993, and the related statements of income and changes in plan equity for
each of the three years in the period ended December 31, 1994, and the
supporting schedules listed in the Index at Item 9(a). These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of DILLARD DEPARTMENT
STORES, INC. RETIREMENT PLAN as of December 31, 1994 and 1993, and the income
and changes in plan equity for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles
and the supporting schedules present fairly, in all material respects, the
information required to be set forth therein.
The accompanying supplemental schedule of transactions or series of
transactions in excess of 5% of the current value of plan assets for the year
ended December 31, 1994 is presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure
Under the Employee Retirement Income Security Act of 1974 and is not a
required part of the basic financial statements. The supplemental schedule
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
Baird, Kurtz & Dobson
Little Rock, Arkansas
April 4, 1995
<PAGE>
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1994 AND 1993
<TABLE>
1994 1993
ASSETS
<S> <C> <C>
INVESTMENTS, At Fair Market Value (Note 4)
U. S. Government securities (cost;
1994 - $1,084,981, 1993 - $1,353,774) $ 1,079,998 $ 1,370,316
Corporate bonds (cost; 1994 - $66,863,
1993 - $66,863) 41,800 91,300
Common stocks (cost; 1994 - $4,078,585,
1993 - $3,742,611) 4,755,111 4,933,707
Common stocks - employer securities
(cost; 1994 - $94,156,702, 1993 - $75,331,567) 117,743,148 145,611,516
Preferred stocks - employer securities
(cost; 1994 - $440,000, 1993 - $440,000) 440,000 440,000
Mutual funds 8,503,661 9,696,194
Promissory notes (Note 6) 2,405,911 1,935,996
Deposits with insurance company
Guaranteed account 11,512,735
Separate account 2,380,153
148,862,517 164,079,029
RECEIVABLES
Employer's contributions 931,780 786,130
Employees' contributions 1,122,899 946,093
Accrued interest and dividends 178,050 123,239
2,232,729 1,855,462
CASH 614,379 167,291
Total Assets 151,709,625 166,101,782
LIABILITIES
Participant benefits payable 685,943 3,823
Accrued expenses 16,312 16,025
702,255 19,848
PLAN EQUITY $ 151,007,370 $ 166,081,934
See Notes to Financial Statements
</TABLE>
<PAGE>
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1994 1993 1992
NET INVESTMENT INCOME
Dividends $ 1,159,700 $ 515,779 $ 537,686
Dividends - employer securities 439,611 313,339 285,499
Interest 259,136 365,663 466,795
1,858,447 1,194,781 1,289,980
Investment expenses 79,481 70,314 70,605
1,778,966 1,124,467 1,219,375
REALIZED GAIN (LOSS) ON
INVESTMENTS (Note 4)
Employer securities 1,962,347 225,520 5,166,124
Other investments in securities (83,311) 500,686 (704,097)
1,879,036 726,206 4,462,027
UNREALIZED APPRECIATION
(DEPRECIATION) OF INVESTMENTS
(Note 4) (47,863,806) (40,033,408) 24,980,919
CONTRIBUTIONS
Employer 3,889,328
Employer - non cash (Note 7) 13,178,861 12,545,135 7,044,533
Plan participants 16,626,376 16,871,081 13,913,565
29,805,237 29,416,216 24,847,426
TRANSFERS FROM OTHER PLANS
(Note 8) 15,346,543 63,804
Total Additions 945,976 (8,766,519) 55,573,551
WITHDRAWALS, LAPSES AND FORFEITURES
Balances of employees' accounts
withdrawn 15,218,387 13,117,198 19,666,010
Forfeited balances (Note 3) 789,105 745,532 (350,890)
Amounts disbursed 16,007,492 13,862,730 19,315,120
ADMINISTRATIVE EXPENSES 13,048 4,901 14,490
Total Deductions 16,020,540 13,867,631 19,329,610
INCREASE (DECREASE)
IN PLAN EQUITY (15,074,564) (22,634,150) 36,243,941
PLAN EQUITY, BEGINNING OF YEAR 166,081,934 188,716,084 152,472,143
PLAN EQUITY, END OF YEAR $ 151,007,370 $166,081,934 $188,716,084
See Notes to Financial Statements
<PAGE>
Dillard Department Stores, Inc.
Retirement Plan
Notes to Financial Statements
December 31, 1994, 1993 and 1992
NOTE 1: DESCRIPTION OF THE PLAN
General Description of the Plan
The plan is an individual account plan covering both full and part time
employees. Contributions to the plan are made by the employer and employees
within the guidelines outlined below. Retirement or other termination
benefits shall be payable at the election of the administrative committee in
one lump sum or in periodic installments over a period of not more than ten
years.
Participants' accounts are credited with the participants' contributions
and an allocation of the employer's contribution and plan earnings.
Allocations are based on participant earnings or account balances, as
defined.
The amended plan consists, in one document, of two qualified retirement
plans. PAYSOP accounts, basic salary deferral accounts, employer matching
accounts, and voluntary salary deferral ESOP accounts are intended to
constitute an Employee Stock Ownership Plan (an ESOP) as described in Section
4975 of the Internal Revenue Code. All other accounts are intended to
constitute a qualified stock bonus plan.
Although the employer has not expressed any intent to suspend or
discontinue its contributions or to terminate the plan, it may do so at any
time. A suspension of employer contributions shall not require a termination
of the plan or any vesting of individual accounts. A complete discontinuance
of employer contributions shall not constitute a formal termination
of the plan and shall not preclude later contributions, but all individual
accounts shall become one hundred percent (100%) vested, and employees who
become eligible to enter the plan subsequent to the discontinuance would
receive no benefit. In the event of a termination of the plan, all
participants will become fully vested and the net assets of the plan will be
allocated among the participants of the plan as provided for in ERISA.
Participants by investment program as of December 31, 1994 were as
follows:
Number of
Investment Program Participants
Combined Capital Appreciation Fund 6,089
Government Income Securities Fund 463
Dillard Common Stock Fund 16,970
High-Quality Stock Fund 322
Money Market Fund 357
J. B. Ivey & Company Rollover Fund 347
D. H. Holmes Company Rollover Fund 418
Higbee Company Rollover Fund - Long-Term Guaranteed 730
Higbee Company Rollover Fund - Variable 717
<PAGE>
NOTE 1: DESCRIPTION OF THE PLAN (Continued)
General Description of the Plan (Continued)
The foregoing description of the plan provides only general information.
Employees should refer to the pamphlet "Benefits For Our Employees" for a
more complete description of the plan's provisions. Copies of the pamphlet
are available from the administrative committee.
Contributions
Combined Capital Appreciation Fund
The employer makes no contribution to this fund.
Employee contributions of not less than one percent (1%) or more than
nine percent (9%) of each employee's compensation are permitted but not
required. This voluntary contribution is in addition to the basic salary
deferral contribution of one to five percent (1 to 5%) invested in the
Dillard Common Stock Fund.
Government Income Securities Fund
The employer makes no contributions to this fund.
Employee contributions of not less than one percent (1%) or more than
nine percent (9%) of each employee's compensation are permitted but not
required. This voluntary contribution is in addition to the basic salary
deferral contribution of one to five percent (1 to 5%) invested in the
Dillard Common Stock Fund.
Dillard Common Stock Fund
The first five percent (5%) of employee contributions are matched one
hundred percent (100%) by the employer. These contributions are invested
in Dillard Department Stores, Inc. Class A common stock. An additional
contribution of not less than one percent (1%) or more than nine percent
(9%) may be made but will not be matched and may be invested in any of
the plan investment programs at the discretion of the employee.
<PAGE>
NOTE 1: DESCRIPTION OF THE PLAN (Continued)
Dillard Common Stock Fund (Continued)
The employer's stock bonus contributions are made in accordance with the
plan agreement and are at the discretion of the employer. The minimum
contribution is three percent (3%) of eligible participant's compensation
in excess of $31,000 with the maximum not to exceed the provisions of the
Employee Income Security Act of 1974 or the amount allowed as a deduction
for the employer by the Internal Revenue Service. The plan agreement
provides that forfeited amounts are to be used to reduce the employer's
stock bonus contribution. The amount of forfeitures exceeding the amount
of employer stock bonus contributions will be used to offset future
employer matching contributions.
PAYSOP (Payroll Stock Option Plan)
The employer previously contributed an amount equal to one-half of one
percent (1%) of participants' compensation. Contributions to this fund
have been suspended. These accounts are included in the combined capital
appreciation fund.
The employee makes no contributions to this fund.
High-Quality Stock Fund
The employer makes no contributions to this fund.
Employee contributions of not less than one percent (1%) or more than
nine percent (9%) of each employee's compensation are permitted but not
required. This voluntary contribution is in addition to the basic salary
deferral contribution of five percent (5%) invested in the Dillard
Company Stock Fund. The fund invests primarily in high-quality stock
mutual funds.
<PAGE>
NOTE 1: DESCRIPTION OF THE PLAN (Continued)
Money Market Fund
The employer makes no contributions to this fund.
Employee contributions of not less than one percent (1%) or more than
nine percent (9%) of each employees compensation are permitted but not
required. This voluntary contribution is in addition to the basic salary
deferral contribution of five percent (5%) invested in the Dillard
Company Stock Fund. The fund invests primarily in short-term money
market mutual funds.
J. B. Ivey & Company Rollover Fund
Neither the employer or employee makes any contributions to this fund.
This fund contains the J. B. Ivey Company assets from the Batus Retail
Retirement Savings Plan which was merged into the Plan during the year
ended December 31, 1990. The J. B. Ivey Company was acquired by Dillard
Department Stores in 1990.
The balances of the former J. B. Ivey Company participants which were
merged into the plan have been frozen and receive no employee or employer
contributions. Former employees of J. B. Ivey Company, who are now
employed by Dillard Department Stores, may participate in the Dillard
Department Stores Retirement Plan if they choose.
D. H. Holmes Company Rollover Fund
Neither the employer or employee makes any contribution to this fund.
This fund contains the assets of the D. H. Holmes Company Retirement
Savings Plan which was merged into the plan during the year ended
December 31, 1990. The D. H. Holmes Company was acquired by Dillard
Department Stores in 1989. The balances of the former D. H. Holmes
Company participants which were merged into the plan have been frozen and
receive no employee or employer contributions. Former employees of the
D. H. Holmes Company, who are now employed by Dillard Department Stores,
may participate in the Dillard Department Stores Retirement Plan if they
choose.
<PAGE>
NOTE 1: DESCRIPTION OF THE PLAN (Continued)
Higbee Company Rollover Funds
Neither the employer or the employee makes any contributions to this
fund.
These funds contain the assets of the Higbee Company Employees'
Retirement Savings Plan which was merged in the Plan during the year
ended December 31, 1994. The Higbee Company was acquired in its entirety
by Dillard Department Stores in 1992. The balances of the former Higbee
Company participants which were merged in the Plan, have been frozen and
receive no employee or employer contributions. Former employees of the
Higbee Company who are now employed by Dillard Department Stores may
participate in the Dillard Department Stores Retirement Plan if they
choose.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments
Investments in U. S. Treasury notes, corporate bonds, preferred stocks,
and common stocks traded on a national securities exchange (including the
common stock of the employer company) are valued at the last reported sales
price on the last business day of the plan year; securities traded in the
over-the-counter market and listed securities for which no sales were
reported on that date are valued at the mean between the last reported bid
and asked prices. Commercial paper is carried at cost, which approximates
market value.
The investment in the preferred stock of the employer company is carried
at cost inasmuch as the plan holds all such stock issued and outstanding and,
in the event that the preferred stock is called by the employer company, it
shall be called at par value which equals cost.
The deposit with insurance company in the guaranteed long-term account
is valued at cost plus undistributed income, since it is guaranteed as to
principal by the Connecticut General Life Insurance Company (Connecticut) and
does not participate directly in market appreciation or depreciation. The
investment in the separate pooled account is valued at current value as
determined by Connecticut. The Plan shares in any depreciation,
appreciation, income or expenses of the separate pooled account.
<PAGE>
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other
Purchases and sales of securities are reflected on a trade-date basis.
Gain or loss on disposition of investments is based on average cost.
Dividend income is recorded on the ex-dividend date; interest income is
recorded as earned on an accrual basis.
The majority of plan expenses are paid for by the plan.
NOTE 3: BENEFITS TO PARTICIPANTS
Upon termination of employment, participants are entitled to the vested
interests in their individual account balances. A participant's interest in
his employer matching account and employer stock bonus account becomes fully
vested after five years of vesting service. Terminated participants are
considered fully vested in the case of death or disability.
Forfeited amounts are used to reduce the employer's stock bonus
contribution. The amount of forfeitures exceeding the amount of employer
stock bonus contributions will be carried forward to future years and will be
used to reduce the amount of future employer stock bonus contributions.
Excess forfeitures for the years ended December 31, 1994, 1993 and 1992 were
$475,179, $464,869 and $350,890, respectively.
NOTE 4: INVESTMENTS
The Plan's investments were held by a bank-administered trust fund
through September 30, 1992. As of September 30, 1992, the Plan sponsor took
over administration of the Plan.
<PAGE>
NOTE 4: INVESTMENTS (Continued)
The following table represents the fair values of investments.
Investments that represent 5% or more of total Plan assets are separately
identified.
<TABLE>
Fair Value Of Investments
1994 1993 1992
Number Of Number Of Number Of
Shares Or Shares Or Shares Or
Principal Fair Principal Fair Principal Fair
Amount Value Amount Value Amount Value
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, At
Fair Value, As
Determined By
Quoted Market
Prices
U. S. government
securities $1,085,000 $1,079,998 $1,355,000 $1,370,316 $1,325,000 $1,340,882
Corporate and
foreign bonds 55,000 41,800 55,000 91,300 45,000 64,800
Common stocks
Dillard Department
Stores, Inc. (party-in-interest)
4,401,613 117,743,148 3,831,882 145,611,516 3,368,528 167,587,253
Other 226,085 4,755,111 208,090 4,933,707 131,865 3,842,424
Preferred stocks 4,400 440,000 4,400 440,000 4,400 440,000
Mutual funds 1,849,731 8,503,661 1,679,261 9,696,194 1,636,128 11,288,775
132,563,718 162,143,033 184,564,134
INVESTMENTS, At
Estimated Fair
Value
Deposits with insurance
companies 13,892,888 789,669
Promissory notes$2,405,911 2,405,911 $ 1,935,996 1,935,996 $ 1,364,946 1,364,946
16,298,799 1,935,996 2,154,615
TOTAL INVESTMENTS,
At Fair Value $ 148,862,517 $ 164,079,029 $ 186,718,749
</TABLE>
<PAGE>
NOTE 4: INVESTMENTS (Continued)
During the years ended December 31, 1994, 1993 and 1992, investments
(including investments bought, sold and held during the year) appreciated
(depreciated) in value by $(47,863,806), $(40,033,408) and $24,980,919, as
follows:
Unrealized Appreciation (Depreciation) in Fair Value
1994 1993 1992
INVESTMENTS, At Fair Value, As
Determined By Quoted Market
Price
U. S. government securities $(21,525) $14,109 $9,253
Corporate and foreign bonds (49,500) 9,700 (496,538)
Common stocks
Dillard Department Stores,
Inc. (party-in-interest) (46,693,505) (40,224,557) 24,036,066
Other (514,569) 495,037 1,494,784
Preferred stocks (374)
Mutual funds (658,300) (327,697) (62,272)
Deposits with insurance company 73,593
$(47,863,806)$(40,033,408) $24,980,919
UNREALIZED APPRECIATION,
BEGINNING OF YEAR 71,447,301 111,480,709 86,499,790
INCREASE (DECREASE) IN
UNREALIZED APPRECIATION
DURING THE YEAR (47,863,806) (40,033,408) 24,980,919
UNREALIZED APPRECIATION,
END OF YEAR $ 23,583,495 $ 71,447,301 $ 111,480,709
<PAGE>
NOTE 4: INVESTMENTS (Continued)
Realized gains on investments are summarized below:
1994 1993 1992
INVESTMENTS, At Fair Value, As
Determined By Quoted Market
Price
U. S. government securities $ 1,200 $ 2,550 $ 2,179
Corporate and foreign bonds 287,768
Common stocks
Dillard Department Stores,
Inc. (party-in-interest) 1,962,348 225,520 5,166,124
Other (50,663) 236,714 (1,045,720)
Deposits with insurance company 5,688
Mutual funds (39,537) 261,422 51,676
$ 1,879,036 $ 726,206 $ 4,462,027
NOTE 5: TAX STATUS
On August 18, 1978, the Internal Revenue Service advised that the Plan
is a qualified trust under the Internal Revenue Code and is exempt from
federal income taxes under Section 501(a) of the Code. The termination
action and merger of the pension plan with the profit-sharing plan was
approved by the Internal Revenue Service on March 23, 1978. The expansion of
the Plan to include a salary deferral program received a favorable
determination by the Internal Revenue Service on November 30, 1984. The Plan
was amended and restated as of January 1, 1985 and a favorable determination
by the Internal Revenue Service was received on September 14, 1988. A
determination on the amendments made to the Plan in 1990 is pending Internal
Revenue Service approval. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
The Plan participants are not taxed until they withdraw benefits from the
Plan.
<PAGE>
NOTE 6: PROMISSORY NOTES
During the years ended December 31, 1994, 1993 and 1992, the Plan made
secured loans, totaling $1,146,440, $1,021,330, and $855,156, respectively,
to Plan participants. These loans are payable through weekly payroll
deductions. At December 31, 1994, interest is charged at the rate of 8.6%.
As of December 31, 1994, 1993 and 1992, the remaining principal balance due
on these notes was $2,405,911, $1,935,996, and $1,364,946, respectively.
NOTE 7: EMPLOYER NON-CASH CONTRIBUTIONS
During the years ended December 31, 1994, 1993 and 1992, the employer
contributed Dillard Department Stores Class A common stock totaling
$13,178,861, $12,545,135, and $7,044,533 to the Plan, respectively.
NOTE 8: TRANSFERS FROM OTHER PLANS
During the year ended December 31, 1990, the assets of the D. H. Holmes
Company, Limited Retirement Savings Plan were merged into the Plan. D. H.
Holmes Company was acquired by Dillard Department Stores in 1989. Total
transfers from D. H. Holmes Company totalled $63,804 for the year ended
December 31, 1992.
During the year ended December 31, 1994, the assets of the Higbee Company
Employee Retirement Savings Plan were merged into the Plan. The Higbee
Company was acquired by Dillard Department Stores in its entirety in 1992.
Total transfers from the Higbee Company totalled $15,346,543 for the year
ended December 31, 1994.
<PAGE>
NOTE 9: DEPOSITS WITH INSURANCE COMPANIES
The Plan assets of the Higbee Company rollover funds are invested in a
guaranteed long-term account and a separate pooled account with Connecticut.
The portion of the assets representing participant's contributions up to 5%
of compensation and the portion of the assets representing contributions from
the Company are invested in a guaranteed long-term account under a deposit
administration contract. Both the principal and rate of return are
guaranteed by Connecticut, however, the interest rate can be changed by
Connecticut. The portion of the assets representing participant's
contributions in excess of 5% of compensation may be invested in a separate
pooled account which Connecticut invests in common stocks or the guaranteed
long-term account at the direction of the participant. Participants may
redirect the contributions to either account once a year.
Financial information relating to the investments (at current value) held
by Connecticut General Life Insurance Company as of December 31, 1994 is as
follows:
Connecticut General Life Insurance Company
Guaranteed long-term account $11,512,735
Separate pooled account 2,380,153
13,892,888
Benefits accrued by Connecticut added back
for reporting purposes -0-
$ 13,892,888
Net appreciation in fair value, separate
pooled account $ 5,687
Interest income, guaranteed long-term account $497,577
<PAGE>
SCHEDULE I - INVESTMENTS
DECEMBER 31, 1994
Par Value
or Number Market
of Shares Cost Value
CAPITAL APPRECIATION FUND
U. S. GOVERNMENT SECURITIES
U. S. treasury notes - .72%
6.125% note maturing 07/31/96 $ 200,000 $ 199,625 $ 195,688
5.50% note maturing 02/15/95 $ 725,000 725,113 724,884
3.875% note maturing 03/31/95 $ 160,000 160,243 159,426
1,084,981 1,079,998
CORPORATE BONDS - .03%
8.25% TPI Enterprises, maturing
07/15/02 $ 55,000 66,863 41,800
COMMON STOCKS - 3.15%
Alltel Corporation 10,500 191,240 316,313
American Freightways Corporation 11,800 82,025 234,525
AMP, Inc. (includes interest in
Pamcor stock trust) 4,200 242,176 305,550
Avnet, Inc. 3,600 91,858 133,200
Blount, Inc. 2,800 80,058 130,200
Burlington Resources, Inc. 3,500 125,046 122,500
Citation Corporation 1,850 17,344 23,125
Columbia Healthcare Corporation 10,000 255,490 365,000
Commerce Clearing House, Inc. - A 4,700 75,200 79,900
Commerce Clearing House, Inc. - B 3,860 70,928 59,830
Delta & Pine Land Company 4,000 62,500 70,000
El Paso Natural Gas Corporation 4,500 102,866 137,250
Material Sciences 9,900 138,722 157,163
Medicus Systems Corporation 6,300 72,763 99,225
Merck & Company, Inc. 9,500 314,937 362,187
Murphy Oil Company 6,000 267,405 255,000
Omni Insurance Group 9,300 142,919 53,475
Orion Capital Corporation 5,625 180,821 198,281
<PAGE>
SCHEDULE I - INVESTMENTS (Continued)
DECEMBER 31, 1994
Par Value
or Number Market
of Shares Cost Value
CAPITAL APPRECIATION FUND
(Continued)
COMMON STOCKS - 3.15% (Continued)
Panhandle Eastern Corporation 14,500 $ 296,417 $286,375
Roosevelt Financial Group, Inc. 9,000 131,154 135,000
Southwestern Bell Corporation
Company 4,100 112,864 165,537
Stewart Enterprises, Inc. 9,250 131,146 226,625
TPI Enterprises, Inc. 8,800 63,826 34,100
Torch Mark Corporation - Common 7,000 266,290 244,125
Tyson Foods, Inc. - Class "A"
Common 12,500 236,965 265,625
Unicap Corporation 40,000 251,080 160,000
USA Truck, Inc. 9,000 74,545 135,000
4,078,585 4,755,111
COMMON STOCK OF DILLARD DEPARTMENT
STORES, INC. CLASS "A" - 14.46%
(PARTY-IN-INTEREST) 816,112 1,603,240 21,830,996
PREFERRED STOCK OF DILLARD DEPARTMENT
STORES, INC. - .29%
(PARTY-IN-INTEREST) 4,400 440,000 440,000
PROMISSORY NOTES - 1.59% $ 2,405,911 2,405,911 2,405,911
Total Capital Appreciation Fund 9,679,580 30,553,816
<PAGE>
SCHEDULE I - INVESTMENTS (Continued)
DECEMBER 31, 1994
Par Value
or Number Market
of Shares Cost Value
GOVERNMENT INCOME SECURITIES FUND
FORTRESS GOVERNMENT INCOME
SECURITIES FUND - 1.44% 260,719 $ 2,392,871 $ 2,169,182
DILLARD COMMON STOCK FUND
COMMON STOCK OF DILLARD DEPART-
MENT STORES, INC. - CLASS "A" -
63.51% (PARTY-IN-INTEREST) 3,585,501 92,553,462 95,912,152
HIGH-QUALITY STOCK FUND
LIBERTY-AMERICAN LEADERS
FUND - .48% 50,042 699,725 720,098
MONEY MARKET FUND
MONEY MARKET MANAGEMENT
FUND - .65% 982,220 982,224 982,220
IVEY'S GOVERNMENT INCOME FUND
FORTRESS GOVERNMENT INCOME
SECURITIES - 1.91% 346,669 3,189,705 2,884,286
D. H. HOLMES ROLLOVER FUND
FORTRESS GOVERNMENT INCOME
SECURITIES FUND - 1.16% 210,081 1,962,160 1,747,875
<PAGE>
SCHEDULE I - INVESTMENTS (Continued)
DECEMBER 31, 1994
Par Value
or Number Market
of Shares Cost Value
HIGBEE'S ROLLOVER FUND - LONG-TERM
GUARANTEED FUND
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY CONTRACT -
GUARANTEED ACCOUNT - 7.62% 11,512,735 $ 11,512,735 $ 11,512,735
HIGBEE'S ROLLOVER FUND - VARIABLE
FUND
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY CONTRACT -
SEPARATE ACCOUNT - 1.58% 224,653 2,306,560 2,380,153
Total Assets Held for Investment $ 125,279,022 $ 148,862,517
<PAGE>
SCHEDULE I - INVESTMENTS
DECEMBER 31, 1993
Par Value
or Number Market
of Shares Cost Value
CAPITAL APPRECIATION FUND
U. S. GOVERNMENT SECURITIES
U. S. Treasury notes - .83%
4.25% note maturing
07/31/94 $ 400,000 $ 398,313 $ 401,876
5.50% note maturing
02/15/95 $ 725,000 725,112 738,369
3.875% note maturing
03/31/95 $ 230,300 230,349 230,071
1,353,774 1,370,316
CORPORATE BONDS - .05%
8.250% TPI Enterprises,
maturing 07/15/02 $ 55,000 66,863 91,300
COMMON STOCKS - 2.97%
Alberto Culver Company
Class "A" 8,600 185,692 180,600
Alltel Corporation 9,800 172,428 289,100
American Freightways
Corporation 11,800 82,025 233,050
Amp, Inc. 4,200 242,176 265,125
Analog Devices, Inc. 4,155 47,309 102,317
Avnet, Inc. 3,600 91,858 140,400
Burlington Resources, Inc. 4,000 142,909 169,500
CBI Industries, Inc. 8,000 220,127 243,000
Columbia Healthcare
Corporation 12,100 309,143 400,812
Commerce Clearing House, Inc. 3,860 70,928 69,480
Delta & Pine Land Co. 4,000 62,500 70,000
El Paso Natural Gas
Corporation 3,525 61,075 126,900
Material Sciences 6,600 138,722 150,975
<PAGE>
SCHEDULE I - INVESTMENTS (Continued)
DECEMBER 31, 1993
Par Value
or Number Market
of Shares Cost Value
CAPITAL APPRECIATION FUND
(Continued)
Medicus Systems Corporation 6,300 $ 72,763 $ 116,550
Newmont Mining Corp. 1,500 67,848 86,438
Omni Insurance Group. 6,300 93,794 103,950
Orion Capital 5,625 180,821 179,297
Panhandle Eastern Corporatio 11,000 222,104 261,250
Southwestern Bell Corporatio 5,600 154,156 232,400
Stewart Enterprises, Inc. 10,575 147,193 285,525
Taco Cabana, Inc. 3,750 58,697 66,563
Tele-Communications, Inc. 5,800 138,964 175,450
Torchmark Corporation 5,100 191,177 229,500
TPI Enterprises 9,800 71,080 96,775
Tyson Foods, Inc. - Class "A 12,500 236,965 300,000
Unilab Corporation 30,000 197,330 176,250
USA Truck, Inc. 10,000 82,827 182,500
3,742,611 4,933,707
COMMON STOCK OF DILLARD
DEPARTMENT STORES, INC.
CLASS "A" - 19.99% (PARTY-IN-
INTEREST) 873,660 1,716,293 33,199,080
PREFERRED STOCK OF DILLARD
DEPARTMENT STORES, INC. - .27%
(PARTY-IN-INTEREST) 4,400 440,000 440,000
PROMISSORY NOTES - 1.17% $ 1,935,996 1,935,996 1,935,996
MORGAN STANLEY BALANCED
PORTFOLIO - .50% 74,187 798,035 825,706
Total Capital Appreciation Fund 10,053,572 42,796,105
<PAGE>
SCHEDULE I - INVESTMENTS (Continued)
DECEMBER 31, 1993
Par Value
or Number Market
of Shares Cost Value
GOVERNMENT INCOME SECURITIES
FUND
FORTRESS GOVERNMENT INCOME
SECURITIES FUND - 1.39% 253,546 $ 2,348,090 $ 2,312,341
DILLARD COMMON STOCK FUND
COMMON STOCK OF DILLARD DEPART-
MENT STORES, INC. CLASS "A" -
67.68% (PARTY-IN-INTEREST) 2,958,222 73,615,274 112,412,436
HIGH-QUALITY STOCK FUND
LIBERTY - AMERICAN LEADERS
FUND - .29% 31,966 428,554 478,849
MONEY MARKET FUND
MONEY MARKET MANAGEMENT
FUND - .44% 733,387 733,391 733,387
IVEY'S GOVERNMENT INCOME FUND
FORTRESS GOVERNMENT INCOME
SECURITIES FUND - 1.99% 361,856 3,345,508 3,300,124
D. H. HOLMES ROLLOVER FUND
FORTRESS GOVERNMENT INCOME
SECURITIES FUND - 1.23% 224,319 2,107,340 2,045,787
TOTAL ASSETS HELD FOR INVESTMENT $ 92,631,729 $ 164,079,029
Percentages shown are based on market value compared to Plan Equity
See Notes to Financial Statements
<PAGE>
DILLARD DEPARTMENT STORES, INC.
RETIREMENT PLAN
SCHEDULE II - ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
DECEMBER 31, 1994
<TABLE>
Combined Dillard
Capital Goverment Common Money
Appreciation Income Stock High-Quality Market
Fund Securities Fund Stock Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C>
Investments
U. S. Government securities $1,079,998 $ $ $ $
Corporate bonds 41,800
Common stocks 4,755,111
Common stocks - employer securities 21,830,996 95,912,152
Preferred stocks - employer securities 440,000
Mutual funds 2,169,182 720,098 982,220
Promissory notes 2,405,911
Insurance company contract
Guaranteed account
Separate account
30,553,816 2,169,182 95,912,152 720,098 982,220
Receivables
Employer's contributions 931,780
Employees' contributions 69,880 20,711 985,554 23,546 23,208
Accrued interest and dividends 72,600 105,450
Receivable (payable) from (to) other funds (31,122) 35,196 (8,003) (3,175) 10,938
111,358 55,907 2,014,781 20,371 34,146
Cash 614,379
TOTAL ASSETS 31,279,553 2,225,089 97,926,933 740,469 1,016,366
LIABILITIES
Participant benefits payable 685,943
Accrued expenses 16,312
16,312 685,943
PLAN EQUITY $31,263,241 $2,225,089 $97,240,990 $740,469 $1,016,366
</TABLE>
<TABLE>
Higbee
J.B. Ivey D.H. Holmes Company Higbee
Company Company Rollover Fund Company
Rollover Rollover Long-Term Rollover Fund
Fund Fund Guaranteed Variable Total
ASSETS
<S> <C> <C> <C> <C> <C>
Investments
U. S. Government securities $ $ $ $ 1,079,998
Corporate bonds 41,800
Common stocks 4,755,111
Common stocks - employer securities 117,743,148
Preferred stocks - employer securities 440,000
Mutual funds 2,884,286 1,747,875 8,503,661
Promissory notes 2,405,911
Insurance company contract
Guaranteed account 11,512,735 11,512,735
Separate account 2,380,153 2,380,153
2,884,286 1,747,875 11,512,735 2,380,153 148,862,517
Receivables
Employer's contributions 931,780
Employees' contributions 1,122,899
Accrued interest and dividends 178,050
Receivable (payable) from (to) other funds 1,735 (5,436) (119) (14)
1,735 (5,436) (119) (14) 2,232,729
Cash 614,379
TOTAL ASSETS 2,886,021 1,742,439 11,512,616 2,380,139 151,709,625
LIABILITIES
Participant benefits payable 685,943
Accrued expenses 16,312
702,255
PLAN EQUITY $2,886,021 $1,742,439 $11,512,616 $2,380,139 $151,007,370
See Notes to Financial Statements
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC.
RETIREMENT PLAN
SCHEDULE II - ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
DECEMBER 31, 1993
<TABLE>
Combined Dillard
Capital Goverment Common Money
Appreciation Income Stock High-Quality Market
Fund Securities Fund Stock Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C>
Investments
U. S. Government securities $1,370,316 $ $ $ $
Corporate bonds 91,300
Common stocks 4,933,707
Common stocks - employer securities 33,199,080 112,412,436
Preferred stocks - employer securities 440,000
Mutual funds 825,706 2,312,341 478,849 733,387
Promissory notes 1,935,996
42,796,105 2,312,341 112,412,436 478,849 733,387
Receivables
Employer's contributions 786,130
Employees' contributions 74,432 22,400 812,116 18,541 18,604
Accrued interest and dividends 64,113 59,126
Receivable (payable) from (to) other funds (38,403) (3,829) 64,061 (10,698) (10,737)
100,142 18,571 1,721,433 7,843 7,867
Cash 159,526 185 6,541
TOTAL ASSETS 43,055,773 2,331,097 114,140,410 486,692 741,254
LIABILITIES
Participant benefits payable 3,823
Accrued expenses 16,025
16,025 3,823
PLAN EQUITY $43,039,748 $2,331,097 $114,136,587 $486,692 $741,254
</TABLE>
<TABLE>
J.B. Ivey D.H. Holmes
Company Company
Rollover Rollover
Fund Fund TOTAL
ASSETS
<S> <C> <C> <C>
Investments
U. S. Government securities $ $ $1,370,316
Corporate bonds 91,300
Common stocks 4,933,707
Common stocks - employer securities 145,611,516
Preferred stocks - employer securities 440,000
Mutual funds 3,300,124 2,045,787 9,696,194
Promissory notes 1,935,996
3,300,124 2,045,787 164,079,029
Receivables
Employer's contributions 786,130
Employees' contributions 946,093
Accrued interest and dividends 123,239
Receivable (payable) from (to) other funds 369 (763)
Cash 1,039 167,291
TOTAL ASSETS 3,300,493 2,046,063 166,101,782
LIABILITIES
Participant benefits payable 3,823
Accrued expenses 16,025
19,848
PLAN EQUITY $3,300,493 $2,046,063 $166,081,934
See Notes to Financial Statements
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC.
RETIREMENT PLAN
SCHEDULE III - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY
TO INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
Combined Dillard
Capital Goverment Common Money
Appreciation Income Stock High-Quality Market
Fund Securities Fund Stock Fund Fund
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME
Dividends $105,545 $162,866 $ $9,590 $28,175
Dividends - employer securities 105,741 333,870
Interest 259,136
470,422 162,866 333,870 9,590 28,175
Investment expenses (67,266) (12,215)
403,156 162,866 321,655 9,590 28,175
REALIZED GAIN (LOSS) ON INVESTMENTS
Employer securitites 1,720,604 241,743
Other investments in securities (37,741) (20,837) 15,455
1,682,863 (20,837) 241,743 15,455 0
UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS (11,868,297) (187,940) (35,438,473) (29,922)
CONTRIBUTIONS
Employer
Employer - non cash 13,178,861
Plan participants 1,006,307 291,728 14,749,673 294,755 283,913
1,006,307 291,728 27,928,534 294,755 283,913
TRANSFER FROM OTHER PLANS
Total Additions (8,775,971) 245,817 (6,946,541) 289,878 312,088
WITHDRAWALS, LAPSES AND FORFEITURES
Balance of employees' accounts withdrawn 2,974,421 350,569 9,181,994 35,978 36,849
Forfeited balances 21,922 767,062
Amounts disbursed 2,996,343 350,569 9,949,056 35,978 36,849
ADMINISTRATIVE EXPENSES 4,193 1,256 123 127
Total Deductions 3,000,536 351,825 9,949,056 36,101 36,976
INCREASE (DECREASE) IN PLAN EQUITY (11,776,507) (106,008) (16,895,597) 253,777 275,112
PLAN EQUITY, BEGINNING OF YEAR 43,039,748 2,331,097 114,136,587 486,692 741,254
PLAN EQUITY, END OF YEAR $31,263,241 $2,225,089 $97,240,990 $740,469 $1,016,366
</TABLE>
<TABLE>
Higbee
J.B. Ivey D.H. Holmes Company Higbee
Company Company Rollover Fund Company
Rollover Rollover Long-Term Rollover Fund
Fund Fund Guaranteed Variable Total
<S> <C> <S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
Dividends $221,420 $134,527 $497,577 $ $1,159,700
Dividends - employer securities 439,611
Interest 259,136
221,420 134,527 497,577 0 1,858,447
Investment expenses (79,481)
221,420 134,527 497,577 0 1,778,966
REALIZED GAIN (LOSS) ON INVESTMENTS
Employer securitites 1,962,347
Other investments in securities (24,587) (21,288) 5,687 (83,311)
(24,587) (21,288) 0 5,687 1,879,036
UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS (260,036) (152,731) 73,593 (47,863,806)
CONTRIBUTIONS
Employer
Employer - non cash 13,178,861
Plan participants 16,626,376
0 0 0 0 29,805,237
TRANSFER FROM OTHER PLANS 12,892,805 2,453,738 15,346,543
Total Additions (63,203) (39,492) 13,390,382 2,533,018 945,976
WITHDRAWALS, LAPSES AND FORFEITURES
Balance of employees' accounts withdrawn 349,307 263,875 1,873,197 152,197 15,218,387
Forfeited balances 121 789,105
Amounts disbursed 349,428 263,875 1,873,197 152,197 16,007,492
ADMINISTRATIVE EXPENSES 1,841 257 4,569 682 13,048
Total Deductions 351,269 264,132 1,877,766 152,879 16,020,540
INCREASE (DECREASE) IN PLAN EQUITY (414,472) (303,624) 11,512,616 2,380,139 (15,074,564)
PLAN EQUITY, BEGINNING OF YEAR 3,300,493 2,046,063 0 0 166,081,934
PLAN EQUITY, END OF YEAR $2,886,021 $1,742,439 $11,512,616 $2,380,139 $151,007,370
See Notes to Financial Statements
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC.
RETIREMENT PLAN
SCHEDULE III - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY
TO INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1993
<TABLE>
Combined Dillard
Capital Goverment Common Money
Appreciation Income Stock High-Quality Market
Fund Securities Fund Stock Fund Fund
<S> <C> <S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
Dividends $68,572 $ $ $6,094 $13,718
Dividends - employer securities 91,893 221,446
Interest 170,385 182,631 12,647
330,850 182,631 221,446 18,741 13,718
Investment expenses (60,464) (9,850)
270,386 182,631 211,596 18,741 13,718
REALIZED GAIN (LOSS) ON INVESTMENTS
Employer securitites 0 225,520
Other investments in securities 500,467 (154)
500,467 (154) 225,520 0 0
UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS (9,851,843) (71,267) (29,959,052) 12,440
CONTRIBUTIONS
Employer
Employer - non cash 12,545,135
Plan participants 884,471 323,867 15,169,017 204,745 232,341
884,471 323,867 27,714,152 204,745 232,341
TRANSFER FROM OTHER PLANS
Total Additions (8,196,519) 435,077 (1,807,784) 235,926 246,059
WITHDRAWALS, LAPSES AND FORFEITURES
Balance of employees' accounts withdrawn 2,370,614 551,651 9,246,533 27,460 79,344
Forfeited balances 66,584 678,390
Amounts disbursed 2,437,198 551,651 9,924,923 27,460 79,344
ADMINISTRATIVE EXPENSES 4,086 227 40 67
Total Deductions 2,441,284 551,878 9,924,923 27,500 79,411
INCREASE (DECREASE) IN PLAN EQUITY (10,637,803) (116,801) (11,732,707) 208,426 166,648
PLAN EQUITY, BEGINNING OF YEAR 53,677,551 2,447,898 125,869,294 278,266 574,606
PLAN EQUITY, END OF YEAR $43,039,748 $2,331,097 $114,136,587 $486,692 $741,254
</TABLE>
J.B. Ivey D.H. Holmes
Company Company
Rollover Rollover
Fund Fund Total
<TABLE>
<S> <C> <S> <C> <C> <C>
NET INVESTMENT INCOME
Dividends $257,875 $169,520 $515,779
Dividends - employer securities 313,339
Interest 365,663
257,875 169,520 1,194,781
Investment expenses (70,314)
257,875 169,520 1,124,467
REALIZED GAIN (LOSS) ON INVESTMENTS
Employer securitites 225,520
Other investments in securities 2,764 (2,391) 500,686
2,764 (2,391) 726,206
UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS (101,441) (62,245) (40,033,408)
CONTRIBUTIONS
Employer
Employer - non cash 12,545,135
Plan participants 43,753 12,887 16,871,081
43,753 12,887 29,416,216
TRANSFER FROM OTHER PLANS
Total Additions 202,951 117,771 (8,766,519)
WITHDRAWALS, LAPSES AND FORFEITURES
Balance of employees' accounts withdrawn 403,041 438,555 13,117,198
Forfeited balances 558 745,532
Amounts disbursed 403,599 438,555 13,862,730
ADMINISTRATIVE EXPENSES 294 187 4,901
Total Deductions 403,893 438,742 13,867,631
INCREASE (DECREASE) IN PLAN EQUITY (200,942) (320,971) (22,634,150)
PLAN EQUITY, BEGINNING OF YEAR 3,501,435 2,367,034 188,716,084
PLAN EQUITY, END OF YEAR $3,300,493 $2,046,063 $166,081,934
See Notes to Financial Statements
</TABLE>
<PAGE>
DILLARD DEPARTMENT STORES, INC.
RETIREMENT PLAN
SCHEDULE III - ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY
TO INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1992
<TABLE>
Combined Dillard
Capital Goverment Common Money
Appreciation Income Stock High-Quality Market
Fund Securities Fund Stock Fund Fund
<S> <C> <S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
Dividends $71,138 $ $ $19,118 $13,415
Dividends - employer securities 98,254 187,245
Interest 275,240 191,555
444,632 191,555 187,245 19,118 13,415
Investment expenses (70,605)
374,027 191,555 187,245 19,118 13,415
REALIZED GAIN (LOSS) ON INVESTMENTS
Employer securitites 4,573,785 592,339
Other investments in securities (724,387) 3,317 1,868
3,849,398 3,317 592,339 1,868 0
UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS 3,670,134 (56,802) 21,505,908 (2,123)
CONTRIBUTIONS
Employer 3,889,328
Employer - non cash 7,044,533
Plan participants 773,143 314,574 12,527,869 116,068 181,911
773,143 314,574 23,461,730 116,068 181,911
TRANSFER FROM OTHER PLANS
Total Additions 8,666,702 452,644 45,747,222 134,931 195,326
WITHDRAWALS, LAPSES AND FORFEITURES
Balance of employees' accounts withdrawn 9,454,867 252,520 9,162,207 25,614 57,805
Forfeited balances (66,584) (292,725)
Amounts disbursed 9,388,283 252,520 8,869,482 25,614 57,805
ADMINISTRATIVE EXPENSES 4,976 210 8,666 16 41
Total Deductions 9,393,259 252,730 8,878,148 25,630 57,846
INCREASE (DECREASE) IN PLAN EQUITY (726,557) 199,914 36,869,074 109,301 137,480
PLAN EQUITY, BEGINNING OF YEAR 54,404,108 2,247,984 89,000,220 168,965 437,126
PLAN EQUITY, END OF YEAR $53,677,551 $2,447,898 $125,869,294 $278,266 $574,606
</TABLE>
J.B. Ivey D.H. Holmes
Company Company
Rollover Rollover
Fund Fund Total
<TABLE>
<S> <C> <S> <C> <C> <C>
NET INVESTMENT INCOME
Dividends $299,356 $134,659 $537,686
Dividends - employer securities 285,499
Interest 466,795
299,356 134,659 1,289,980
Investment expenses (70,605)
299,356 134,659 1,219,375
REALIZED GAIN (LOSS) ON INVESTMENTS
Employer securitites 5,166,124
Other investments in securities 11,824 3,281 (704,097)
11,824 3,281 4,462,027
UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS (94,991) (41,207) 24,980,919
CONTRIBUTIONS
Employer 3,889,328
Employer - non cash 7,044,533
Plan participants 13,913,565
0 0 24,847,426
TRANSFER FROM OTHER PLANS 63,804 63,804
Total Additions 216,189 160,537 55,573,551
WITHDRAWALS, LAPSES AND FORFEITURES
Balance of employees' accounts withdrawn 452,390 260,607 19,666,010
Forfeited balances (558) 8,977 (350,890)
Amounts disbursed 451,832 269,584 19,315,120
ADMINISTRATIVE EXPENSES 349 232 14,490
Total Deductions 452,181 269,816 19,329,610
INCREASE (DECREASE) IN PLAN EQUITY (235,992) (109,279) 36,243,941
PLAN EQUITY, BEGINNING OF YEAR 3,737,427 2,476,313 152,472,143
PLAN EQUITY, END OF YEAR $3,501,435 $2,367,034 $188,716,084
See Notes to Financial Statements
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
Dillard Department Stores, Inc.
Retirement Plan
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF
5% OF CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994
Current
Expenses Value At
Sales Purchase Incurred In Transaction
Price Cost Transaction Date (Loss)
Dillard Department
Stores, Inc., Class
"A" Common Stock
(party-in-interest) $ 19,940,996 $ 19,940,996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in
Registration Statement No. 33-42553 on Form S-8 of our
report on the financial statements included in the annual
report on Form 11-K of the Dillard Department Stores, Inc.
Retirement Plan for the year ended December 31, 1994.
Baird, Kurtz & Dobson
Little Rock, Arkansas
April 4, 1995
