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Previous: DEXTER CORP, 425, 2000-09-12 |
Next: DILLARDS INC, 10-Q, EX-12, 2000-09-12 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission file number 1-6140
DILLARD'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0388071
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive office)
(Zip Code)
(501) 376-5200
(Registrant's telephone number, including area code)
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 time 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the
latest practicable date.
CLASS A COMMON STOCK as of July 29, 2000 87,989,071
CLASS B COMMON STOCK as of July 29, 2000 4,010,929
Index
DILLARD'S, INC.
Page
Part I. Financial Information Number
------
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of July 29, 2000, January 29, 2000 and July 31, 1999. 3
Consolidated Statements of Income and Retained Earnings for the Three, Six and
Twelve Month Periods Ended July 29, 2000 and July 31, 1999. 4
Consolidated Statements of Cash Flows for the Six Months Ended July 29, 2000 and
July 31, 1999. 5
Notes to Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk. 10
Part II. Other Information
Item 1. Legal Proceedings. 11
Item 2. Changes in Securities and Use of Proceeds. 11
Item 3. Defaults Upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Security Holders. 11
Item 5. Other Information. 12
Item 6. Exhibits and Reports on Form 8-K. 12
Signatures 12
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
-----------------------------
DILLARD'S, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
July 29, January 29, July 31,
2000 2000 1999
-------------------------------- ----------------
Assets
Current Assets:
Cash and cash equivalents $ 284,066 $ 198,721 $ 138,546
Trade accounts receivable, net 918,624 1,104,925 987,986
Merchandise inventories 2,149,269 2,047,830 2,342,234
Other current assets 54,608 72,249 29,113
-------------------------------- ----------------
Total current assets 3,406,567 3,423,725 3,497,879
Property and Equipment, net 3,577,809 3,619,191 3,629,902
Goodwill, net 602,251 610,180 651,107
Other Assets 277,954 265,108 443,319
-------------------------------- ----------------
Total Assets $7,864,581 $ 7,918,204 $8,222,207
================================ ================
Liabilities and Stockholders' Equity
Current Liabilities:
Trade accounts payable and accrued expenses $ 768,634 $ 667,626 $ 916,100
Commercial paper - - 17,794
Federal and state income taxes 19,763 32,404 20,343
Current portion of long-term debt 208,049 108,049 7,289
Current portion of capital lease obligations 2,491 2,515 2,433
-------------------------------- ----------------
Total current liabilities 998,937 810,594 963,959
Long-term Debt 2,725,447 2,894,616 2,999,498
Capital Lease Obligations 23,530 24,659 25,860
Other Liabilities 117,841 121,455 74,764
Deferred Income Taxes 685,811 702,467 681,061
Guaranteed Preferred Beneficial Interests in the
Company's Subordinated Debentures 531,579 531,579 531,579
Stockholders' Equity:
Common stock 1,155 1,155 1,154
Additional paid-in capital 695,507 695,507 692,140
Retained earnings 2,632,122 2,579,567 2,527,366
Less treasury stock (547,348) (443,395) (275,174)
-------------------------------- ----------------
Total stockholders' equity 2,781,436 2,832,834 2,945,486
-------------------------------- ----------------
Total Liabilities and Stockholders' Equity $7,864,581 $7,918,204 $8,222,207
================================ ================
See notes to consolidated financial statements.
DILLARD'S, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
Three Months Ended Six Months Ended Twelve Months Ended
--------------------------- ---------------------------- ---------------------------
July 29, July 31, July 29, July 31, July 29, July 31,
2000 1999 2000 1999 2000 1999
------------- ------------- ---------------------------- ------------- -------------
Net Sales $1,843,363 $1,889,791 $3,925,940 $4,009,860 $8,592,791 $8,587,638
Service Charges, Interest and Other 58,705 61,333 121,876 126,201 240,201 246,019
------------- ------------- ---------------------------- ------------- -------------
1,902,068 1,951,124 4,047,816 4,136,061 8,832,992 8,833,657
Costs and Expenses:
Cost of sales 1,214,802 1,223,494 2,598,859 2,616,212 5,745,078 5,720,699
Advertising, selling, administrative
and general expenses 522,648 523,462 1,059,006 1,056,175 2,203,528 2,300,108
Depreciation and amortization 75,701 72,703 151,677 145,687 298,658 276,513
Rentals 16,090 15,673 32,196 31,503 75,911 79,302
Interest and debt expense 57,596 57,401 116,322 120,118 232,770 247,801
Impairment charges - - - - 69,708 -
------------- ------------- ---------------------------- ------------- -------------
1,886,837 1,892,733 3,958,060 3,969,695 8,625,653 8,624,423
------------- ------------- ---------------------------- ------------- -------------
Income Before Income Taxes 15,231 58,391 89,756 166,366 207,339 209,234
Income Taxes 5,785 22,185 34,105 63,215 91,110 81,840
------------- ------------- ---------------------------- ------------- -------------
Income Before Extraordinary Item 9,446 36,206 55,651 103,151 116,229 127,394
Extraordinary Gain on the extinguishment
of debt, net of income taxes of $2,691 4,391 - 4,391 - 4,391 -
------------- ------------- ---------------------------- ------------- -------------
Net Income 13,837 36,206 60,042 103,151 120,620 127,394
Retained Earnings at Beginning
of the Period 2,622,029 2,495,461 2,579,567 2,432,793 2,527,366 2,417,176
------------- ------------- ---------------------------- ------------- -------------
2,635,866 2,531,667 2,639,609 2,535,944 2,647,986 2,544,570
Cash Dividends Declared (3,744) (4,301) (7,487) (8,578) (15,864) (17,204)
------------- ------------- ---------------------------- ------------- -------------
Retained Earnings at End of Period $2,632,122 $2,527,366 $2,632,122 $2,527,366 $ 2,632,122 $ 2,527,366
============= ============= ============================ ============= =============
Basic and Diluted Earnings per share:
Earnings Before Extraordinary Item $0.10 $0.34 $0.59 $0.96 $1.17 $1.19
Extraordinary Gain 0.05 - 0.05 - 0.05 -
------------ ---------------------------- ------------- ------------- -------------
Net Income $0.15 $0.34 $0.64 $0.96 $1.22 $1.19
============= ============= ============================ ============= =============
Cash Dividends Declared Per
Common Share $0.04 $0.04 $0.08 $0.08 $0.16 $0.16
See notes to consolidated financial statements.
DILLARD'S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
Six Months Ended
----------------------------
July 29, July 31,
2000 1999
------------ -------------
Operating Activities:
Net income $ 60,042 $ 103,151
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 153,105 146,124
Extraordinary gain on extinguishment of debt, net of taxes (4,391) -
Changes in operating assets and liabilities:
Decrease in trade accounts receivable, net 186,301 204,586
Increase in merchandise inventories and other current assets (83,798) (186,072)
Increase in other assets (14,273) (67,333)
Increase in trade accounts payable and accrued expenses
and income taxes 65,406 89,648
------------ -------------
Net cash provided by operating activities 362,392 290,104
Investing Activities:
Purchases of property and equipment (102,367) (81,366)
------------ -------------
Net cash used in investing activities (102,367) (81,366)
Financing Activities:
Net increase in commercial paper - 17,794
Principal payments on long-term debt and capital lease obligations (63,240) (161,200)
Cash dividends paid (7,487) (8,578)
Proceeds from issuance of common stock - 9,831
Retirement of preferred stock - (440)
Purchase of treasury stock (103,953) -
------------ -------------
Net cash used in financing activities (174,680) (142,593)
Increase in Cash and Cash Equivalents 85,345 66,145
Cash and Cash Equivalents, Beginning of Period 198,721 72,401
------------ -------------
Cash and Cash Equivalents, End of Period $ 284,066 $ 138,546
============ =============
See notes to consolidated financial statements.
| The accompanying unaudited consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In accordance with Securities and Exchange Commission Staff Accounting Bulletin Number 101, “Revenue Recognition in Financial Statements,” the Company has restated prior period sales amounts to exclude leased department sales. Certain prior period balances have been reclassified to conform with current period presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three, six and twelve month periods ended July 29, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending February 3, 2001, due to the seasonal nature of the business. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended January 29, 2000. |
The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the
periods indicated (in thousands, except per share data).
Three Months Ended Six Months Ended Twelve Months Ended
------------------------ ----------------------- ------------------------
July 29, July 31, July 29, July 31, July 29, July 31,
2000 1999 2000 1999 2000 1999
------------------------ ----------------------- ------------------------
Basic:
Earnings before extraordinary item $9,446 $36,206 $55,651 $103,151 $116,229 $127,394
Extraordinary gain 4,391 - 4,391 - 4,391 -
------------------------ ----------------------- ------------------------
Net income 13,837 36,206 60,042 103,151 120,620 127,394
Preferred stock dividends - (3) - (8) - (19)
------------------------ ----------------------- ------------------------
Net earnings available for
per-share calculations $13,837 $36,203 $60,042 $103,143 $120,620 $127,375
======================== ======================= ========================
Average shares outstanding 92,742 107,186 94,195 107,055 99,035 106,947
======================== ======================= ========================
Earnings before extraordinary item $ .10 $ .34 $ .59 $ .96 $ 1.17 $ 1.19
Extraordinary gain .05 - .05 - .05 -
------------------------ ----------------------- ------------------------
Net income $ .15 $ .34 $ .64 $ .96 $ 1.22 $ 1.19
======================== ======================= ========================
Diluted:
Earnings before extraordinary item $9,446 $36,206 $55,651 $103,151 $116,229 $127,394
Extraordinary gain 4,391 - 4,391 - 4,391 -
------------------------ ----------------------- ------------------------
Net income 13,837 36,206 60,042 103,151 120,620 127,394
Preferred stock dividends - (3) - (8) - (19)
------------------------ ----------------------- ------------------------
Net earnings available for
per-share calculations $13,837 $36,203 $60,042 $103,143 $120,620 $127,375
======================== ======================= ========================
Average shares outstanding 92,742 107,186 94,195 107,055 99,035 106,947
Stock options - 515 - 279 13 216
------------------------ ----------------------- ------------------------
Total average equivalent shares 92,742 107,701 94,195 107,334 99,048 107,163
======================== ======================= ========================
Earnings before extraordinary item $ .10 $ .34 $ .59 $ .96 $ 1.17 $ 1.19
Extraordinary gain .05 - .05 - .05 -
------------------------ ----------------------- ------------------------
Net income $ .15 $ .34 $ .64 $ .96 $ 1.22 $ 1.19
======================== ======================= ========================
| Total stock options outstanding were 9,578,866 and 7,669,484 at July 29, 2000 and July 31, 1999. Of these, options to purchase 9,578,866 and 3,490,861 shares of Class A common stock at prices ranging from $18.13 to $40.22 per share were outstanding at July 29, 2000 and July 31, 1999, respectively, but were not included in the computation of diluted earnings per share because they would be antidilutive. |
| On May 20, 2000 the Board of Directors of the Company authorized the repurchase of up to $200 million of Class A Common Stock. During the quarter ended July 29, 2000, the Company repurchased 1.6 million shares valued at approximately $22.4 million. |
| During the quarter ended July 29, 2000, the Company repurchased $65.3 million of its outstanding unsecured notes prior to their related maturity dates. These transactions resulted in an extraordinary gain of $4.4 million, net of tax of $2.7 million. |
Results of Operations
---------------------
The following table sets forth the results of operations, expressed as a percentage of net sales, for the periods
indicated:
Three Months Ended Six Months Ended Twelve Months Ended
------------------------- ------------------------- -------------------------
July 29, July 31, July 29, July 31, July 29, July 31,
2000 1999 2000 1999 2000 1999
----------- ----------- ----------- ------------ ----------- -----------
Net sales 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 65.9 64.7 66.2 65.2 66.9 66.6
----------- ----------- ----------- ------------ ----------- -----------
Gross profit 34.1 35.3 33.8 34.8 33.1 33.4
Advertising, selling, administrative
and general expenses 28.4 27.7 27.0 26.3 25.6 26.8
Depreciation and amortization 4.1 3.9 3.8 3.7 3.5 3.2
Rentals 0.9 0.8 0.8 0.8 0.9 0.9
Interest and debt expense 3.1 3.0 3.0 3.0 2.7 2.9
Impairment charges - - - - 0.8 -
----------- ----------- ----------- ------------ ----------- -----------
Total operating expenses 36.5 35.4 34.6 33.8 33.5 33.8
Service charges, interest and other 3.2 3.2 3.1 3.1 2.8 2.8
----------- ----------- ----------- ------------ ----------- -----------
Income before income taxes 0.8 3.1 2.3 4.1 2.4 2.4
Income taxes 0.3 1.2 0.9 1.5 1.1 0.9
----------- ----------- ----------- ------------ ----------- -----------
Income before extraordinary item 0.5 1.9 1.4 2.6 1.3 1.5
Extraordinary gain 0.2 - 0.1 - 0.1 -
----------- ----------- ----------- ------------ ----------- -----------
Net income 0.7 % 1.9 % 1.5 % 2.6 % 1.4 % 1.5 %
=========== =========== =========== ============ =========== ===========
Net sales decreased 2% for the three and six month periods ended July 29, 2000, respectively, compared to the three and six month periods ended July 31, 1999. These decreases were primarily due to decreases in comparable store sales of 3% for the respective three and six month periods ended July 29, 2000 compared to the same periods in 1999. The weakest performing merchandise categories were children’s clothing and women and juniors clothing, which decreased 5% and 4%, respectively. Net sales were essentially flat for the twelve month period ended July 29, 2000 compared to the same period in 1999. As a result of the lower than planned sales levels, the relationship of cost of sales to sales and advertising, selling, administrative and general expenses to sales was negatively impacted (see below).
Cost of sales, as a percent of net sales, increased to 65.9% for the quarter ended July 29, 2000 from 64.7% for the quarter ended July 31, 1999. The increase in cost of sales as a percentage of net sales was due to lower than planned sales levels resulting in aggressive markdowns on slow moving inventory and management’s continuing initiative to control and reduce inventory levels in order to maintain inventory at the desired levels. Comparable store inventories decreased by 8% from last year’s second quarter.
Cost of sales, as a percentage of net sales, for the six months ended July 29, 2000 and July 31, 1999 was 66.2% and 65.2%, respectively. Cost of sales for the twelve months ended July 29, 2000 and July 31, 1999 was 66.9% and 66.6%, respectively. In addition to the factors mentioned above, cost of sales for the twelve months ended July 31, 1999 included a charge of $39 million for inventory valuation adjustments resulting from the alignment of Acquired Store inventories to reflect the Company’s merchandising and pricing philosophy.
Advertising, Selling, Administrative and General (“SG&A”) expenses, as a percentage of net sales, increased to 28.4% for the quarter ended July 29, 2000 from 27.7% for the quarter ended July 31, 1999. The increase in SG&A expenses, as a percent of net sales, is primarily due to a lack of sales leverage during the quarter. In absolute dollars, SG&A expenses decreased $814,000 for the quarter ended July 29, 2000 compared to the second quarter in 1999. The decline was primarily the result of an improvement of 25 basis points in bad debt experience during the quarter.
The comparable relationship between SG&A expenses and net sales for the six months ended July 29, 2000 and July 31, 1999, respectively, was 27.0% and 26.3%, with the increase due to the factors discussed above.
Depreciation and amortization expense, as a percent of net sales, increased for the three, six and twelve month periods ended July 29, 2000 compared to similar periods in 1999, due primarily to shorter weighted average lives of property and equipment in 2000 compared to 1999 and the reduced levels of sales in 2000 compared to 1999.
Rental expense, as a percent of net sales, for the three, six and twelve month periods ended July 29, 2000 was .9% .8% and .9%, respectively, compared to .8%, .8% and .9%, respectively, for the three, six and twelve month periods ended July 31, 1999.
Interest and debt expense, as a percent of net sales, was 3.1% and 3.0% for the three and six month periods ended July 29, 2000 compared to 3.0% for three and six month periods in 1999. Interest and debt expense was $57.6 and $116.3 million for the three and six month periods ended July 29, 2000 compared with $57.4 and $120.1 million for the similar periods in 1999.
Interest and debt expense, as a percent of net sales, decreased to 2.7% for the twelve month period ended July 29, 2000 from 2.9% for the twelve month period in 1999.
Service charges, interest and other income, as a percent of net sales, have remained generally constant between the three, six and twelve month periods of 2000 and 1999.
The effective federal and state income tax rates for the three and six month periods ended July 29, 2000 were 38% compared to 38% for the three and six month periods ended July 31, 1999. The effective federal and state tax rates for the twelve month period ended July 29, 2000 was 44% compared to 39% for the twelve month period ended July 31, 1999. The increase in the effective tax rate is the result of the nondeductible portion of the impairment charge recorded in the fourth quarter of fiscal 1999.
Cash provided by operating activities totaled $362.4 million and $290.1 million for the six months ended July 29, 2000 and July 31, 1999, respectively. The increase in cash provided by operating activities is due primarily to a reduction in merchandise inventories of $193 million or 8% from 1999 levels.
The Company invested $102.4 million in capital expenditures for the six months ended July 29, 2000 compared to $81.4 million for the six months ended July 31, 1999.
During the six months ended July 29, 2000, the Company opened the Palm Beach store in Palm Beach, Florida. In addition, the Company embarked on major expansions at the Willowbrook store in Houston, Texas and the Rimrock store in Billings, Montana and completed replacement stores at La Plaza in McAllen, Texas and Sunrise Mall in Brownsville, Texas. Five stores were closed during the six month period totaling 636,000 square feet of retail space.
The Company opened two stores in August 2000; the Flatiron Crossing store in Broomfield, Colorado and the North Plains store in Clovis, New Mexico. Anticipated store openings in the third quarter of 2000, include the Quintard mall store in Oxford, Alabama and the Aiken Mall store in Aiken, South Carolina.
Cash used in financing activities totaled $174.7 million and $142.6 million for the six months ended July 29, 2000 and July 31, 1999, respectively. The increase in cash used in financing activities during 2000 is due primarily to the repurchase 6.8 million shares of Class A common stock for $104 million. During the six months ended July 29, 2000 and July 31, 1999, the Company reduced its level of outstanding debt by $70.3 million and $161.2 million, respectively.
Management of the Company anticipates that it will be necessary to incur short term borrowings of up to $300 million during periods of peak working capital demand in the third and fourth quarters of 2000. Other than peak working capital requirements management believes that cash generated from operations will be sufficient to cover its reasonably foreseeable working capital, capital expenditure, stock repurchase and debt service requirements. Depending on conditions in the capital markets and other factors, the Company will from time to time consider the issuance of debt or other securities, or other possible capital market transactions, the proceeds of which could be used to refinance current indebtedness or other corporate purposes.
Statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations include certain “forward-looking statements”, including (without limitation) statements with respect to anticipated future operating and financial performance, growth and acquisition opportunities and other similar forecasts and statements of expectation. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and “should” and variations of these words and similar expressions, are intended to identify these forward-looking statements. The Company cautions that forward-looking statements, as such term is defined in the Private Securities Litigation Reform Act of 1995, contained in this quarterly report on Form 10-Q or made by management are based on estimates, projections, beliefs and assumptions of management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors (without limitation) include general industry and economic conditions; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers; changes in consumer spending patterns and debt levels; trends in personal bankruptcies; the impact of competitive market factors and other economic and demographic changes of similar or dissimilar nature; changes in operating expenses, including employee wages, commissions structures and related benefits; and the continued availability of financing in amounts and at the terms necessary to support the Company’s future business.
During the six months ended July 29, 2000, the Company repurchased $65.3 million of its outstanding unsecured notes prior to their related maturity dates. Interest rates on the repurchased securities ranged from 8.2% to 9.5%. Maturity dates ranged from 2009 to 2022.
The annual meeting of the stockholders of the Company was held on May 20, 2000. The matters submitted to a vote of the stockholders were as follows: election of directors and a proposal to adopt a stock option plan for certain key employees.
Votes
Votes For Votes Against Abstained
------------------- ------------------------ ---------------
Election of Directors
---------------------
Class A Nominees
Robert C. Connor 71,342,184 12,706,639 0
Will D. Davis 68,933,236 15,115,587 0
John Paul Hammerschmidt 71,315,915 12,732,908 0
John H. Johnson 71,328,505 12,720,318 0
Class B Nominees
William Dillard 4,010,760 0 0
Calvin N. Clyde, Jr. 4,010,760 0 0
Drue Corbusier 4,010,760 0 0
Alex Dillard 4,010,760 0 0
William Dillard, II 4,010,760 0 0
Mike Dillard 4,010,760 0 0
James I. Freeman 4,010,760 0 0
William H. Sutton 4,010,760 0 0
Other Proposals
---------------
Stock Option Plan 47,709,590 29,968,433 3,009,445
Item 5. Other Information
--------------------------
Ratio of Earnings to Fixed Charges:
The Company has calculated the ratio of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the
Securities and Exchange Act as follows:
Six Months Ended Fiscal Year Ended
---------------------------- ----------------------------------------------------------------------------
July 29, July 31, January 29, January 30, January 31, February 1, February 3,
2000 1999 2000 1999 1998 1997 1996*
-------------- ------------ ------------- -------------- --------------- -------------- --------------
1.66 2.24 2.04 1.97 3.69 3.61 2.86
============== ============ ============= ============== =============== ============== ==============
* 53 week year.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DILLARD'S, INC. --------------- (Registrant)|
|