UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~April~~July 30, 2022


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

For the transition period from to .

Commission File Number: 1-6140

DILLARD’S, INC.

(Exact name of registrant as specified in its charter)



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

1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201

(Address of principal executive offices)

(Zip Code)

(501) 376-5200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	DDS	New York Stock Exchange

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

☒ Yes ☐ No

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

☒ Yes ☐ No

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

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

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

☐ Yes ☒ 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 ~~May 28,~~August 27, 2022 ~~13,537,031~~13,149,686

CLASS B COMMON STOCK as of ~~May 28,~~August 27, 2022 3,986,233

Table of Contents

Index

DILLARD’S, INC.

		Page
		Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of ~~April~~July 30, 2022, January 29, 2022 and ~~May 1,~~July 31, 2021	3

	Condensed Consolidated Statements of Income for the Three and Six Months Ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021	4

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021	6

	Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021	78

	Notes to Condensed Consolidated Financial Statements	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2426

Item 4.	Controls and Procedures	2426

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	2527

Item 1A.	Risk Factors	2527

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628

Item 6.	Exhibits	2729

SIGNATURES		2830

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

DILLARD’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands)

April 30,

January 29,

May 1,

2022

2022

2021
Assets






Current assets:






Cash and cash equivalents

$
862,173

$
716,759

$
615,920
Accounts receivable

30,920

39,777

33,941
Merchandise inventories

1,364,975

1,080,178

1,306,508
Federal and state income taxes

—

—

73,461
Other current assets

96,193

77,937

79,004

Total current assets

2,354,261

1,914,651

2,108,834

Property and equipment (net of accumulated depreciation and amortization of $2,554,485, $2,517,915 and $2,488,446, respectively)

1,170,265

1,190,151

1,257,254
Operating lease assets

39,743

42,941

47,716
Deferred income taxes

29,115

28,931

24,815
Other assets

65,424

68,883

69,041

Total assets

$
3,658,808

$
3,245,557

$
3,507,660

Liabilities and stockholders’ equity






Current liabilities:






Trade accounts payable and accrued expenses

$
1,163,293

$
886,233

$
1,075,534
Current portion of long-term debt

44,800

44,800

—
Current portion of finance lease liabilities

—

—

527
Current portion of operating lease liabilities

11,344

11,712

12,960
Federal and state income taxes

99,288

23,441

—

Total current liabilities

1,318,725

966,186

1,089,021

Long-term debt

321,274

321,247

365,884
Operating lease liabilities

28,512

30,969

34,536
Other liabilities

277,964

275,937

280,522
Subordinated debentures

200,000

200,000

200,000
Commitments and contingencies






Stockholders’ equity:






Common stock

1,240

1,240

1,240
Additional paid-in capital

956,653

956,653

954,131
Accumulated other comprehensive loss

(22,617)

(22,798)

(34,406)
Retained earnings

5,275,371

5,027,922

4,626,243
Less treasury stock, at cost

(4,698,314)

(4,511,799)

(4,009,511)

Total stockholders’ equity

1,512,333

1,451,218

1,537,697

Total liabilities and stockholders’ equity

$
3,658,808

$
3,245,557

$
3,507,660


	July 30,		January 29,		July 31,
	2022		2022		2021
Assets
Current assets:
Cash and cash equivalents	$	492,856	$	716,759	$	669,474
Accounts receivable		36,396		39,777		34,445
Short-term investments		74,006		—		—
Merchandise inventories		1,193,443		1,080,178		1,112,815
Federal and state income taxes		35,655		—		122,807
Other current assets		97,782		77,937		66,275

Total current assets		1,930,138		1,914,651		2,005,816

Property and equipment (net of accumulated depreciation and amortization of $2,601,424, $2,517,915 and $2,537,137, respectively)		1,159,740		1,190,151		1,237,427
Operating lease assets		37,126		42,941		44,098
Deferred income taxes		30,243		28,931		26,792
Other assets		64,356		68,883		69,376

Total assets	$	3,221,603	$	3,245,557	$	3,383,509

Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable and accrued expenses	$	890,784	$	886,233	$	881,543
Current portion of long-term debt		44,800		44,800		—
Current portion of finance lease liabilities		—		—		356
Current portion of operating lease liabilities		10,422		11,712		12,113
Federal and state income taxes		—		23,441		—

Total current liabilities		946,006		966,186		894,012

Long-term debt		321,300		321,247		365,918
Operating lease liabilities		26,485		30,969		31,467
Other liabilities		278,811		275,937		282,533
Subordinated debentures		200,000		200,000		200,000
Commitments and contingencies
Stockholders’ equity:
Common stock		1,240		1,240		1,240
Additional paid-in capital		958,974		956,653		955,198
Accumulated other comprehensive loss		(22,435)		(22,798)		(33,878)
Retained earnings		5,435,331		5,027,922		4,808,737
Less treasury stock, at cost		(4,924,109)		(4,511,799)		(4,121,718)

Total stockholders’ equity		1,449,001		1,451,218		1,609,579

Total liabilities and stockholders’ equity	$	3,221,603	$	3,245,557	$	3,383,509

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except Per Share Data)

Three Months Ended

April 30,

May 1,

2022

2021
Net sales

$
1,611,668

$
1,328,543
Service charges and other income

31,114

28,992

1,642,782

1,357,535

Cost of sales

861,437

774,089
Selling, general and administrative expenses

400,773

336,614
Depreciation and amortization

46,209

46,408
Rentals

5,079

5,111
Interest and debt expense, net

10,562

11,535
Other expense

1,936

4,964
Gain on disposal of assets

(7,237)

(24,673)

Income before income taxes

324,023

203,487
Income taxes

72,930

45,240

Net income

$
251,093

$
158,247

Earnings per share:




Basic and diluted

$
13.68

$
7.25


	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021
Net sales	$	1,588,620	$	1,570,378	$	3,200,288	$	2,898,921
Service charges and other income		29,267		31,054		60,381		60,046

		1,617,887		1,601,432		3,260,669		2,958,967

Cost of sales		941,217		927,210		1,802,654		1,701,299
Selling, general and administrative expenses		401,332		365,868		802,105		702,482
Depreciation and amortization		47,919		50,043		94,128		96,451
Rentals		5,316		5,099		10,395		10,210
Interest and debt expense, net		9,589		10,771		20,151		22,306
Other expense		1,936		2,134		3,872		7,098
Gain on disposal of assets		(1)		(9)		(7,238)		(24,682)

Income before income taxes		210,579		240,316		534,602		443,803
Income taxes		47,130		54,660		120,060		99,900

Net income	$	163,449	$	185,656	$	414,542	$	343,903

Earnings per share:
Basic and diluted	$	9.30	$	8.81	$	23.07	$	16.03

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In Thousands)

Three Months Ended

April 30,

May 1,


2022

2021
Net income

$
251,093

$
158,247
Other comprehensive income:




Amortization of retirement plan and other retiree benefit adjustments (net of tax of $58 and $168, respectively)

181

529

Comprehensive income

$
251,274

$
158,776


	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021
Net income	$	163,449	$	185,656	$	414,542	$	343,903
Other comprehensive income:
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $58, $169, $116 and $337, respectively)		182		528		363		1,057

Comprehensive income	$	163,631	$	186,184	$	414,905	$	344,960

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share and Per Share Data)

Three Months Ended April 30, 2022






Accumulated






Additional

Other

Common

Paid-in

Comprehensive

Retained

Treasury

Stock

Capital

Loss

Earnings

Stock

Total
Balance, January 29, 2022

$
1,240

$
956,653

$
(22,798)

$
5,027,922

$
(4,511,799)

$
1,451,218
Net income

—

—

—

251,093

—

251,093
Other comprehensive income

—

—

181

—

—

181
Purchase of 735,117 shares of treasury stock

—

—

—

—

(186,515)

(186,515)
Cash dividends declared:












Common stock, $0.20 per share

—

—

—

(3,644)

—

(3,644)
Balance, April 30, 2022

$
1,240

$
956,653

$
(22,617)

$
5,275,371

$
(4,698,314)

$
1,512,333


	Three Months Ended July 30, 2022
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, April 30, 2022	$	1,240	$	956,653	$	(22,617)	$	5,275,371	$	(4,698,314)	$	1,512,333
Net income		—		—		—		163,449		—		163,449
Other comprehensive income		—		—		182		—		—		182
Issuance of 9,000 shares under equity plans		—		2,321		—		—		—		2,321
Purchase of 874,818 shares of treasury stock		—		—		—		—		(225,795)		(225,795)
Cash dividends declared:
Common stock, $0.20 per share		—		—		—		(3,489)		—		(3,489)
Balance, July 30, 2022	$	1,240	$	958,974	$	(22,435)	$	5,435,331	$	(4,924,109)	$	1,449,001

Three Months Ended May 1, 2021






Accumulated






Additional

Other

Common

Paid-in

Comprehensive

Retained

Treasury

Stock

Capital

Loss

Earnings

Stock

Total
Balance, January 30, 2021

$
1,240

$
954,131

$
(34,935)

$
4,471,269

$
(3,950,697)

$
1,441,008
Net income

—

—

—

158,247

—

158,247
Other comprehensive income

—

—

529

—

—

529
Purchase of 624,893 shares of treasury stock

—

—

—

—

(58,814)

(58,814)
Cash dividends declared:












Common stock, $0.15 per share

—

—

—

(3,273)

—

(3,273)
Balance, May 1, 2021

$
1,240

$
954,131

$
(34,406)

$
4,626,243

$
(4,009,511)

$
1,537,697

~~See notes to condensed consolidated financial statements.~~

~~Table of Contents~~

~~DILLARD’S, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

~~(In Thousands)~~


	Three Months Ended July 31, 2021
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, May 1, 2021	$	1,240	$	954,131	$	(34,406)	$	4,626,243	$	(4,009,511)	$	1,537,697
Net income		—		—		—		185,656		—		185,656
Other comprehensive income		—		—		528		—		—		528
Issuance of 9,000 shares under equity plans		—		1,067		—		—		—		1,067
Purchase of 734,467 shares of treasury stock		—		—		—		—		(112,207)		(112,207)
Cash dividends declared:
Common stock, $0.15 per share		—		—		—		(3,162)		—		(3,162)
Balance, July 31, 2021	$	1,240	$	955,198	$	(33,878)	$	4,808,737	$	(4,121,718)	$	1,609,579

Three Months Ended

April 30,

May 1,

2022

2021
Operating activities:




Net income

$
251,093

$
158,247
Adjustments to reconcile net income to net cash provided by operating activities:




Depreciation and amortization of property and other deferred cost

46,606

47,241
Gain on disposal of assets

(7,237)

(24,673)
Proceeds from insurance

—

1,755
Loss on early extinguishment of debt

—

2,830
Changes in operating assets and liabilities:




Decrease in accounts receivable

8,857

2,752
Increase in merchandise inventories

(284,797)

(218,745)
Increase in other current assets

(18,468)

(23,113)
Increase in other assets

(447)

(461)
Increase in trade accounts payable and accrued expenses and other liabilities

293,551

311,416
Increase in income taxes

76,024

45,164

Net cash provided by operating activities

365,182

302,413

Investing activities:




Purchase of property and equipment and capitalized software

(27,312)

(16,850)
Proceeds from disposal of assets

8,090

29,276
Proceeds from insurance

4,438

1,757

Net cash (used in) provided by investing activities

(14,784)

14,183

Financing activities:




Principal payments on long-term debt and finance lease liabilities

—

(168)
Issuance cost of line of credit

—

(2,733)
Cash dividends paid

(3,879)

(3,300)
Purchase of treasury stock

(201,105)

(54,814)

Net cash used in financing activities

(204,984)

(61,015)

Increase in cash and cash equivalents

145,414

255,581
Cash and cash equivalents, beginning of period

716,759

360,339

Cash and cash equivalents, end of period

$
862,173

$
615,920

Non-cash transactions:




Accrued capital expenditures

$
6,667

$
8,808
Accrued purchase of treasury stock

1,643

4,000
Lease assets obtained in exchange for new operating lease liabilities

—

3,815


	Six Months Ended July 30, 2022
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, January 29, 2022	$	1,240	$	956,653	$	(22,798)	$	5,027,922	$	(4,511,799)	$	1,451,218
Net income		—		—		—		414,542		—		414,542
Other comprehensive income		—		—		363		—		—		363
Issuance of 9,000 shares under equity plans		—		2,321		—		—		—		2,321
Purchase of 1,609,935 shares of treasury stock		—		—		—		—		(412,310)		(412,310)
Cash dividends declared:
Common stock, $0.40 per share		—		—		—		(7,133)		—		(7,133)
Balance, July 30, 2022	$	1,240	$	958,974	$	(22,435)	$	5,435,331	$	(4,924,109)	$	1,449,001

Table of Contents


	Six Months Ended July 31, 2021
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, January 30, 2021	$	1,240	$	954,131	$	(34,935)	$	4,471,269	$	(3,950,697)	$	1,441,008
Net income		—		—		—		343,903		—		343,903
Other comprehensive income		—		—		1,057		—		—		1,057
Issuance of 9,000 shares under equity plans		—		1,067		—		—		—		1,067
Purchase of 1,359,360 shares of treasury stock		—		—		—		—		(171,021)		(171,021)
Cash dividends declared:
Common stock, $0.30 per share		—		—		—		(6,435)		—		(6,435)
Balance, July 31, 2021	$	1,240	$	955,198	$	(33,878)	$	4,808,737	$	(4,121,718)	$	1,609,579

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)


	Six Months Ended
	July 30,		July 31,
	2022		2021
Operating activities:
Net income	$	414,542	$	343,903
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and other deferred cost		94,922		97,695
Gain on disposal of assets		(7,238)		(24,682)
Proceeds from insurance		—		2,254
Loss on early extinguishment of debt		—		2,830
Accrued interest on short-term investments		(37)		—
Changes in operating assets and liabilities:
Decrease in accounts receivable		3,381		2,248
Increase in merchandise inventories		(113,265)		(25,052)
Increase in other current assets		(18,240)		(10,878)
Increase in other assets		(185)		(1,107)
(Decrease) increase in trade accounts payable and accrued expenses and other liabilities		(40,089)		111,622
Decrease in income taxes		(54,741)		(6,532)

Net cash provided by operating activities		279,050		492,301

Investing activities:
Purchase of property and equipment and capitalized software		(61,093)		(41,205)
Proceeds from disposal of assets		8,091		29,285
Proceeds from insurance		4,773		2,819
Purchase of short-term investments		(24,657)		—

Net cash used in investing activities		(72,886)		(9,101)

Financing activities:
Principal payments on long-term debt and finance lease liabilities		—		(339)
Issuance cost of line of credit		—		(2,972)
Cash dividends paid		(7,524)		(6,573)
Purchase of treasury stock		(422,543)		(164,181)

Net cash used in financing activities		(430,067)		(174,065)

(Decrease) increase in cash and cash equivalents		(223,903)		309,135
Cash and cash equivalents, beginning of period		716,759		360,339

Cash and cash equivalents, end of period	$	492,856	$	669,474

Non-cash transactions:
Accrued capital expenditures	$	9,818	$	14,496
Stock awards		2,321		1,067
Accrued purchase of treasury stock		6,000		6,840
Accrued purchase of short-term investments		49,312		—
Lease assets obtained in exchange for new operating lease liabilities		567		3,815

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~April~~July 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending January 28, 2023 due to, among other factors, the seasonal nature of the business.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 filed with the SEC on March 29, 2022.

At July 30, 2022, the Company is presenting short-term investments on its condensed consolidated balance sheet. Short-term investments are securities with original maturities of greater than three months but less than twelve months and are comprised of U.S. Treasury Bills. The Company determines the classification of these securities as trading, available for sale or held to maturity at the time of purchase and re-evaluates these determinations at each balance sheet date. Our short-term investments are classified as held-to-maturity for the period presented as we have the positive intent and ability to hold these investments to maturity. Our held-to-maturity investments are stated at amortized cost, which approximated fair value, and are periodically assessed for other-than-temporary impairment.

Note 2. Accounting Standards

Recently Issued Accounting Pronouncements

Management believes there is no accounting guidance issued but not yet effective that would be relevant to the Company’s current financial statements.

Note 3. Business Segments

The Company operates in 2two reportable segments: the operation of retail department stores (“retail operations”) and a general contracting construction company (“construction”).

For the Company’s retail operations, the Company determined its operating segments on a store by store basis. Each store’s operating performance has been aggregated into 1one reportable segment. The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates 1one store format under the Dillard’s name where each store offers the same general mix of merchandise with similar categories and similar customers. The Company believes that disaggregating its operating segments would not provide meaningful additional information.

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The following table summarizes the percentage of net sales by segment and major product line:


	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,		May 1,		July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021		2022		2021
Retail operations segment
Cosmetics	14	%	14	%	14	%	13	%	13	%	14	%
Ladies’ apparel	23		23		23		24		23		23
Ladies’ accessories and lingerie	13		15		15		15		14		15
Juniors’ and children’s apparel	11		11		8		9		10		10
Men’s apparel and accessories	19		17		21		20		20		19
Shoes	15		15		14		14		15		14
Home and furniture	3		3		3		3		3		3
	98		98		98		98		98		98
Construction segment	2		2		2		2		2		2
Total	100	%	100	%	100	%	100	%	100	%	100	%

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


	Retail						Retail
(in thousands of dollars)	Operations		Construction		Consolidated		Operations		Construction		Consolidated
Three Months Ended April 30, 2022
Net sales from external customers	$	1,580,799	$	30,869	$	1,611,668
Gross margin		748,444		1,787		750,231
Depreciation and amortization		46,151		58		46,209
Interest and debt expense (income), net		10,569		(7)		10,562
Income (loss) before income taxes		324,142		(119)		324,023
Total assets		3,617,164		41,644		3,658,808

Three Months Ended May 1, 2021
Three Months Ended July 30, 2022
Net sales from external customers	$	1,296,736	$	31,807	$	1,328,543	$	1,552,658	$	35,962	$	1,588,620
Gross margin		553,001		1,453		554,454		644,921		2,482		647,403
Depreciation and amortization		46,338		70		46,408		47,863		56		47,919
Interest and debt expense (income), net		11,550		(15)		11,535		9,601		(12)		9,589
Income before income taxes		203,198		289		203,487		209,960		619		210,579
Total assets		3,460,352		47,308		3,507,660		3,174,436		47,167		3,221,603

Three Months Ended July 31, 2021
Net sales from external customers							$	1,539,396	$	30,982	$	1,570,378
Gross margin								641,240		1,928		643,168
Depreciation and amortization								49,981		62		50,043
Interest and debt expense (income), net								10,782		(11)		10,771
Income before income taxes								239,790		526		240,316
Total assets								3,339,862		43,647		3,383,509

Six Months Ended July 30, 2022
Net sales from external customers							$	3,133,457	$	66,831	$	3,200,288
Gross margin								1,393,365		4,269		1,397,634
Depreciation and amortization								94,014		114		94,128
Interest and debt expense (income), net								20,170		(19)		20,151
Income before income taxes								534,102		500		534,602
Total assets								3,174,436		47,167		3,221,603

Six Months Ended July 31, 2021
Net sales from external customers							$	2,836,132	$	62,789	$	2,898,921
Gross margin								1,194,241		3,381		1,197,622
Depreciation and amortization								96,319		132		96,451
Interest and debt expense (income), net								22,332		(26)		22,306
Income before income taxes								442,988		815		443,803
Total assets								3,339,862		43,647		3,383,509

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Intersegment construction revenues of ~~$10.0~~$11.6 million and ~~$4.3~~$12.3 million for the three months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, respectively, and $21.6 and $16.6 million for the six months July 30, 2022 and July 31, 2021, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

The retail operations segment gives rise to contract liabilities through the customer loyalty program associated with Dillard’s private label cards and through the issuances of gift cards. The loyalty program liability and a portion of the gift card liability is included in trade accounts payable and accrued expenses, and a portion of the gift card liability is included in other liabilities on the condensed consolidated balance sheets. Our retail operations segment contract liabilities are as follows:


Retail
	April 30,		January 29,		May 1,		January 30,		July 30,		January 29,		July 31,		January 30,
(in thousands of dollars)	2022		2022		2021		2021		2022		2022		2021		2021
Contract liabilities	$	71,779	$	80,421	$	61,367	$	68,021	$	68,543	$	80,421	$	59,713	$	68,021

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During the ~~three~~six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, the Company recorded ~~$25.2~~$37.4 million and ~~$18.1~~$28.8 million, respectively, in revenue that was previously included in the retail operations contract liability balances of $80.4 million and $68.0 million at January 29, 2022 and January 30, 2021, respectively.

Construction contracts give rise to accounts receivable, contract assets and contract liabilities. We record accounts receivable based on amounts expected to be collected from customers. We also record costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) in other current assets and trade accounts payable and accrued expenses in the condensed consolidated balance sheets, respectively. The amounts included in the condensed consolidated balance sheets are as follows:


Construction
	April 30,		January 29,		May 1,		January 30,		July 30,		January 29,		July 31,		January 30,
(in thousands of dollars)	2022		2022		2021		2021		2022		2022		2021		2021
Accounts receivable	$	20,895	$	25,912	$	24,064	$	25,094	$	26,229	$	25,912	$	23,374	$	25,094
Costs and estimated earnings in excess of billings on uncompleted contracts		3,342		2,847		1,195		450		4,036		2,847		1,426		450
Billings in excess of costs and estimated earnings on uncompleted contracts		7,511		6,298		4,941		4,685		7,850		6,298		5,118		4,685

During the ~~three~~six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, the Company recorded ~~$5.8~~$5.7 million and ~~$3.7~~$4.1 million, respectively, in revenue that was previously included in billings in excess of costs and estimated earnings on uncompleted contracts of $6.3 million and $4.7 million at January 29, 2022 and January 30, 2021, respectively.

The remaining performance obligations related to executed construction contracts totaled ~~$96.1~~$215.9 million, $93.9 million and ~~$54.4~~$51.8 million at ~~April~~July 30, 2022, January 29, 2022 and ~~May 1,~~July 31, 2021, respectively.

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Note 4. Earnings Per Share Data

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


	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,		May 1,		July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021		2022		2021
Net income	$	251,093	$	158,247	$	163,449	$	185,656	$	414,542	$	343,903

Weighted average shares of common stock outstanding		18,351		21,837		17,583		21,079		17,967		21,458

Basic and diluted earnings per share	$	13.68	$	7.25	$	9.30	$	8.81	$	23.07	$	16.03

The Company maintains a capital structure in which common stock is the only equity security issued and outstanding, and there were 0no shares of preferred stock, stock options, other dilutive securities or potentially dilutive securities issued or outstanding during the three and six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021.

Note 5. Commitments and Contingencies

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

At ~~April~~July 30, 2022, letters of credit totaling ~~$19.3~~$19.5 million were issued under the Company’s revolving credit facility. See Note 7, Revolving Credit Agreement, for additional information.

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Note 6. Benefit Plans

The Company has an unfunded, nonqualified defined benefit plan (“Pension Plan”) for its officers. The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment. The Company determines pension expense using an actuarial cost method to estimate the total benefits ultimately payable to officers and allocates this cost to service periods. The actuarial assumptions used to calculate pension costs are reviewed annually. The Company contributed ~~$1.6~~$1.5 million and $3.1 million to the Pension Plan during the three and six months ended ~~April~~July 30, 2022 and expects to make additional contributions to the Pension Plan of approximately ~~$4.8~~$3.3 million during the remainder of fiscal 2022.

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


	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,		May 1,		July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021		2022		2021
Components of net periodic benefit costs:
Service cost	$	1,019	$	1,067	$	1,019	$	1,067	$	2,038	$	2,134
Interest cost		1,697		1,437		1,696		1,438		3,393		2,875
Net actuarial loss		239		697		240		697		479		1,394
Net periodic benefit costs	$	2,955	$	3,201	$	2,955	$	3,202	$	5,910	$	6,403

The service cost component of net periodic benefit costs is included in selling, general and administrative expenses, and the interest cost and net actuarial loss components are included in other expense.

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Note 7. Revolving Credit Agreement

The Company maintains a credit facility (“credit agreement”) for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The credit agreement provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the credit agreement, with a $200 million expansion option.

In April 2021, the Company amended the credit agreement (the "2021 amendment"). Pursuant to the 2021 amendment, the Company pays a variable rate of interest on borrowings under the credit agreement and a commitment fee to the participating banks. The rate of interest on borrowings is LIBOR plus 1.75% if average quarterly availability is less than 50% of the total commitment, as defined in the 2021 amended credit agreement ("total commitment"), and the rate of interest on borrowings is LIBOR plus 1.50% if average quarterly availability is greater than or equal to 50% of the total commitment. The commitment fee for unused borrowings is 0.30% per annum if average borrowings are less than 35% of the total commitment and 0.25% if average borrowings are greater than or equal to 35% of the total commitment. As long as availability exceeds $80 million and certain events of default have not occurred and are not continuing, there are no financial covenant requirements under the credit agreement. The credit agreement, as amended by the 2021 amendment, matures on April 28, 2026.

At ~~April~~July 30, 2022, 0no borrowings were outstanding, and letters of credit totaling ~~$19.3~~$19.5 million were issued under the credit agreement leaving unutilized availability under the facility of ~~$780.7~~$780.5 million.

Note 8. Stock Repurchase Programs

In March 2018, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock ("March 2018 Stock Plan"). In May 2021, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock ("May 2021 Stock Plan"). In February 2022, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock under an open-ended plan (“February 2022 Stock Plan”).The February 2022 Stock Plan permits the Company to repurchase its Class A Common Stock in the open market,

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pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 or through privately negotiated transactions.

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


	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,		May 1,		July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021		2022		2021
Cost of shares repurchased	$	186,515	$	58,814	$	225,795	$	112,207	$	412,310	$	171,021
Number of shares repurchased		735		625		875		734		1,610		1,359
Average price per share	$	253.72	$	94.12	$	258.11	$	152.77	$	256.10	$	125.81

All repurchases of the Company’s Class A Common Stock above were made at the market price at the trade date, and all amounts paid to reacquire these shares were allocated to treasury stock. As of ~~April~~July 30, 2022, the Company had completed the authorized purchases under the March 2018 Stock Plan and the May 2021 Stock Plan, and $~~425.5~~199.7 million of authorization remained under the February 2022 Stock Plan.

Note 9. Income Taxes

During the three and six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.

~~Note 10. Leases~~

The Company leases retail stores, office space and equipment under operating leases. As of April 30, 2022, January 29, 2022, and May 1, 2021, right-of-use operating lease assets, which are recorded in operating lease assets in the condensed consolidated balance sheets, totaled $39.7 million, $42.9 million and $47.7 million, respectively, and operating lease liabilities, which are recorded in current portion of operating lease liabilities and operating lease liabilities, totaled $39.9 million, $42.7 million and $47.5 million, respectively.

In determining our operating lease assets and operating lease liabilities, we apply an incremental borrowing rate to the minimum lease payments within each lease agreement. GAAP requires the use of the rate implicit in the lease whenever that rate is readily determinable; furthermore, if the implicit rate is not readily determinable, a lessee may use its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. To estimate our specific incremental borrowing rates that align with applicable lease terms, we utilize a model consistent with the credit quality of our outstanding debt instruments.

~~Renewal options of~~ ~~five~~ to 10 years exist on the majority of leased properties. The Company has sole discretion in exercising the lease renewal options. We do not recognize operating lease assets or operating lease liabilities at lease inception for renewal periods unless we are reasonably certain of exercising the renewal options. The depreciable life of operating lease assets and related leasehold improvements is limited by the expected lease term.

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 Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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~~The following table summarizes the Company’s operating and finance leases:~~

April 30,

January 29,

May 1,
(in thousands of dollars)

Classification - Condensed Consolidated Balance Sheets

2022

2022

2021
Assets

Finance lease assets

Property and equipment, net ^(a)

$
—

$
—

$
185
Operating lease assets

Operating lease assets

39,743

42,941

47,716
Total leased assets

$
39,743

$
42,941

$
47,901

Liabilities








Current








Finance

Current portion of finance lease liabilities

$
—

$
—

$
527
Operating

Current portion of operating lease liabilities

11,344

11,712

12,960
Noncurrent








Finance

Finance lease liabilities

—

—

—
Operating

Operating lease liabilities

28,512

30,969

34,536
Total lease liabilities



$
39,856

$
42,681

$
48,023

~~(a)Finance lease assets are recorded net of accumulated amortization of $14.4 million as of May 1, 2021.~~

Lease Cost


Three Months Ended
(in thousands of dollars)

Classification - Condensed Consolidated Statements of Income

April 30, 2022

May 1, 2021
Operating lease cost ^(a)

Rentals

$
5,079

$
5,111
Finance lease cost






Amortization of leased assets

Depreciation and amortization

—

62
Interest on lease liabilities

Interest and debt expense, net

—

14
Net lease cost



$
5,079

$
5,187

~~(a)~~Includes short term lease costs of $1.2 million and $0.4 million for the three months ended April 30, 2022 and May 1, 2021, respectively, and variable lease costs, including contingent rent, of $0.3 million and $0.4 million for the three months ended April 30, 2022 and May 1, 2021, respectively.

~~Maturities of Lease Liabilities~~

(in thousands of dollars)

Operating

Finance


Fiscal Year

Leases

Leases

Total
2022 (excluding the three months ended April 30, 2022)

$
10,317

$
0

$
10,317
2023

10,959

0

10,959
2024

6,289

0

6,289
2025

5,507

0

5,507
2026

3,809

0

3,809
After 2026

10,748

0

10,748
Total minimum lease payments

47,629

0

47,629
Less amount representing interest

(7,773)

0

(7,773)
Present value of lease liabilities

$
39,856

$
0

$
39,856

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~~Lease Term and Discount Rate~~


	~~April 30,~~
	~~2022~~
~~Weighted-average remaining lease term~~
~~Operating leases~~	~~5.8~~	~~years~~
~~Weighted-average discount rate~~
~~Operating leases~~	~~6.1~~	%

~~Other Information~~

Three Months Ended

April 30,

May 1,
(in thousands of dollars)

2022

2021
Cash paid for amounts included in the measurement of lease liabilities




Operating cash flows from operating leases

$
3,485

$
4,244
Operating cash flows from finance leases

—

14
Financing cash flows from finance leases

—

168

Note ~~11.~~10. Gain on Disposal of Assets

During the ~~three~~six months ended ~~April~~July 30, 2022, the Company recorded proceeds of $8.1 million primarily from the sale of 1one store property, resulting in a gain of $7.2 million that was recorded in gain on disposal of assets.

During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company recorded proceeds of $29.3 million primarily from the sale of 3three store properties, resulting in a gain of $24.7 million that was recorded in gain on disposal of assets.

Note ~~12.~~11. Fair Value Disclosures

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

The fair value of the Company’s cash and cash equivalents and accounts receivable approximates their carrying values at July 30, 2022 due to the short-term maturities of these instruments. The Company’s short-term investments are recorded at amortized cost, which is consistent with the Company’s held-to-maturity classification. The fair value of the Company’s long-term debt at July 30, 2022 was approximately $383 million. The carrying value of the Company’s long-term debt at July 30, 2022 was $366.1 million. The fair value of the Company’s subordinated debentures at July 30, 2022 was approximately $216 million. The carrying value of the Company’s subordinated debentures at July 30, 2022 was $200 million.

The fair value of the Company’s long-term debt and subordinated debentures is based on market prices and is categorized as Level 1 in the fair value hierarchy.

The fair value of the Company’s cash and cash equivalents and accounts receivable approximates their carrying values at April 30, 2022 due to the short-term maturities of these instruments. The fair value of the Company’s long-term debt at April 30, 2022 was approximately $398 million. The carrying value of the Company’s long-term debt at April 30, 2022 was $366.1 million. The fair value of the Company’s subordinated debentures at April 30, 2022 was approximately $218 million. The carrying value of the Company’s subordinated debentures at April 30, 2022 was $200 million.

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

The following discussion should be read in conjunction with the condensed consolidated financial statements and the footnotes thereto included elsewhere in this report, as well as the financial and other information included in our Annual Report on Form 10-K for the year ended January 29, 2022.

EXECUTIVE OVERVIEW

The Company’s results for the three months ended ~~April~~July 30, 2022 ~~improved significantly~~are being compared to the strongest second quarter in the Company’s history, the three months ended ~~May 1,~~July 31, 2021. ~~Positive customer response to~~Excluding that unprecedented quarter, the Company’s ~~merchandise selections led to~~results for the three months ended July 30, 2022 were notably better than historical second quarter performances.

Comparable retail store sales were flat (as a ~~23% increase in comparable store sales~~percentage) for the three months ended July 30, 2022 compared to the prior year ~~first~~second quarter.

Retail gross margin ~~increased significantly~~declined 20 basis point of sales to ~~a record high of 47.3% during the three months ended April 30, 2022 compared to 42.6% during the three~~ months ended May 1, 2021. As a result of the robust sales momentum throughout the quarter, the Company experienced strong sell through of its merchandise with notably less promotional and markdown activity41.5% compared to the prior year ~~first quarter.~~second quarter record high of 41.7%. The Company continued its efforts to control inventory during the quarter. Inventory increased 4%7% at ~~April~~July 30, 2022 compared to ~~May~~July 31, 2021 against a 13% decrease at July 31, 2021 compared to August 1, ~~2021 following a 17% decrease in the prior year first quarter.~~2020.

Selling, general and administrative ~~expenses~~ (“SG&A”) expenses for the three months ended July 30, 2022 increased to ~~$400.8~~$401.3 million ~~(24.9%~~(25.3% of sales) compared to ~~$336.6~~$365.9 million ~~(25.3%~~(23.3% of sales) for the prior year ~~first~~second quarter. Increased retail sales during the first quarter of 2022 compared to the first quarter of 2021 provided leverage for these increased expenses as SG&A from retail operations improved 60 basis points of sales. The ~~dollar~~ increase in SG&A ~~expense~~expenses is primarily due to ~~inflationary wage pressure~~increased payroll and payroll-related expenses in athe current highly competitive ~~employment environment.~~wage environment which began in 2021 and has continued throughout 2022.

~~The~~For the three months ended July 30, 2022, the Company reported net income of ~~$251.1~~$163.4 million ($~~13.68~~9.30 per share) compared to net income of ~~$158.2~~$185.7 million ($~~7.25~~8.81 per share) for the prior year ~~first~~second quarter. Included in net income for the three months ended April 30, 2022 is a pretax gain on disposal of assets of $7.2 million ($5.6 million after tax or $0.31 per share) primarily related to the sale of a store property. Included in net income for the three months ended May 1, 2021 is a pretax gain on disposal of assets of $24.7 million ($19.2 million after tax or $0.88 per share) primarily related to the sale of three store properties.

Cash flows provided by operating activities were ~~$365.2~~$279.1 million for the ~~three~~six months ended ~~April~~July 30, 2022. The Company repurchased ~~0.7 million~~approximately 875,000 shares of its outstanding Class A Common Stock for ~~$186.5~~$225.8 million under its stock repurchase ~~plans~~plan during the three months ended ~~April~~July 30, 2022. At ~~April~~July 30, 2022, ~~$425.5~~$199.7 million of authorization remained under the Company’s open stock repurchase plan.

As of ~~April~~July 30, 2022, the Company had working capital of ~~$1,035.5~~$984.1 million (including cash and cash equivalents and short-term investments of ~~$862.2 million)~~$492.9 million and $74.0 million, respectively) and $566.1 million of total debt outstanding, excluding operating lease liabilities, and including one scheduled debt maturity of $44.8 million at the end of fiscal 2022.

The Company maintained ~~280~~279 Dillard’s stores, including 29 clearance centers, and an internet store as of ~~April~~July 30, 2022.

At present, a number of economic and geopolitical factors are affecting the U.S. and world economies (including countries from which we source some of our merchandise): ~~rising~~fluctuating gas prices (in part due to the war in Ukraine and the resulting sanctions imposed on Russia by the U.S. and other countries), inflation and interest rate increases, increased shipping costs with reduced shipping capacity, U.S. port slowdowns, increasing U.S. wages in a tight labor market as well as some continuing effects from the COVID-19 pandemic. The extent to which our business will be affected by these factors depends on our customer’s ability and willingness to accept price increases and our ability to receive merchandise timely. Accordingly, the related financial impact to fiscal 2022 from these factors cannot be reasonably estimated at this time.

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Key Performance Indicators

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


	Three Months Ended						Three Months Ended
	April 30,			May 1,			July 30,			July 31,
	2022			2021			2022			2021
Net sales (in millions)	$	1,611.7		$	1,328.5		$	1,588.6		$	1,570.4
Retail stores sales trend		22	%		73	%		1	%		72	%
Comparable retail stores sales trend		23	%		*			—	%		*
Gross margin (in millions)	$	750.2		$	554.5		$	647.4		$	643.2
Gross margin as a percentage of net sales		46.5	%		41.7	%		40.8	%		41.0	%
Retail gross margin as a percentage of retail net sales		47.3	%		42.6	%		41.5	%		41.7	%
Selling, general and administrative expenses as a percentage of net sales		24.9	%		25.3	%		25.3	%		23.3	%
Cash flow provided by operations (in millions)	$	365.2		$	302.4
Cash flow provided by operations (in millions)**							$	279.1		$	492.3
Total retail store count at end of period		280			281			279			280
Retail sales per square foot	$	34		$	28		$	34		$	33
Retail store inventory trend		4	%		(17)	%		7	%		(13)	%
Annualized retail merchandise inventory turnover		2.7			2.5			2.8			2.9

* The Company reported no comparable store sales data for the three months ended ~~May 1,~~July 31, 2021 due to the temporary COVID-19-related closures of its brick-and-mortar stores during the ~~first~~second quarter of fiscal 2020 as well as the interdependence between in-store and online sales.

** Cash flow from operations data is for the six months ended July 30, 2022 and July 31, 2021.

General

Net sales. Net sales includes merchandise sales of comparable and non-comparable stores and revenue recognized on contracts of CDI Contractors, LLC (“CDI”), the Company’s general contracting construction company. Comparable store sales includes sales for those stores which were in operation for a full period in both the most recently completed quarter and the corresponding quarter for the prior fiscal year, including our internet store. Comparable store sales excludes changes in the allowance for sales returns. Non-comparable store sales includes: sales in the current fiscal year from stores opened during the previous fiscal year before they are considered comparable stores; sales from new stores opened during the current fiscal year; sales in the previous fiscal year for stores closed during the current or previous fiscal year that are no longer considered comparable stores; sales in clearance centers; and changes in the allowance for sales returns.

Sales occur as a result of interaction with customers across multiple points of contact, creating an interdependence between in-store and online sales. Online orders are fulfilled from both fulfillment centers and retail stores. Additionally, online customers have the ability to buy online and pick up in-store. Retail in-store customers have the ability to purchase items that may be ordered and fulfilled from either a fulfillment center or another retail store location. Online customers may return orders via mail, or customers may return orders placed online to retail store locations. Customers who earn reward points under the private label credit card program may earn and redeem rewards through in-store or online purchases.

Service charges and other income. Service charges and other income includes income generated through the long-term marketing and servicing alliance with Wells Fargo Bank, N.A. (“Wells Fargo Alliance”). Other income includes rental income, shipping and handling fees and gift card breakage.

Cost of sales. Cost of sales includes the cost of merchandise sold (net of purchase discounts, non-specific margin maintenance allowances and merchandise margin maintenance allowances), bankcard fees, freight to the distribution centers, employee and promotional discounts, shipping to customers and direct payroll for salon personnel. Cost of sales

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also includes CDI contract costs, which comprise all direct material and labor costs, subcontract costs and those indirect costs related to contract performance, such as indirect labor, employee benefits and insurance program costs.

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

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

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

Interest and debt expense, net. Interest and debt expense includes interest, net of interest income from demand deposits and short-term investments and capitalized interest, relating to the Company’s unsecured notes, subordinated debentures and commitment fees and borrowings, if any, under the Company’s credit agreement. Interest and debt expense also includes the amortization of financing costs and interest on finance lease obligations.

Other expense. Other expense includes the interest cost and net actuarial loss components of net periodic benefit costs related to the Company’s unfunded, nonqualified defined benefit plan and charges related to the write off of certain deferred financing fees in connection with the amendment and extension of the Company's secured revolving credit facility, if any.

Gain on disposal of assets. Gain on disposal of assets includes the net gain or loss on the sale or disposal of property and equipment, as well as gains from insurance proceeds in excess of the cost basis of insured assets, if any.

LIBOR

On March 5, 2021, the U.K. Financial Conduct Authority, which regulates LIBOR, announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the 1-week and 2-month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. The 2021 amendment to our credit agreement included an approach to replace LIBOR with a SOFR-based rate. We have not yet transitioned to a SOFR-based rate and will continue to monitor, assess and plan for the replacement of LIBOR with an alternative rate. We also intend to work with the Wells Fargo Alliance and any other applicable agreements to determine a suitable alternative reference rate.

Seasonality

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

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RESULTS OF OPERATIONS

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


	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,		May 1,		July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021		2022		2021
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Service charges and other income	1.9		2.2		1.8		2.0		1.9		2.1

	101.9		102.2		101.8		102.0		101.9		102.1

Cost of sales	53.5		58.3		59.2		59.0		56.3		58.7
Selling, general and administrative expenses	24.9		25.3		25.3		23.3		25.1		24.2
Depreciation and amortization	2.9		3.5		3.0		3.2		2.9		3.3
Rentals	0.3		0.4		0.3		0.3		0.3		0.4
Interest and debt expense, net	0.7		0.9		0.6		0.7		0.6		0.8
Other expense	0.1		0.4		0.1		0.1		0.1		0.2
Gain on disposal of assets	(0.4)		(1.9)		—		—		(0.2)		(0.9)

Income before income taxes	20.1		15.3		13.3		15.3		16.7		15.3
Income taxes	4.5		3.4		3.0		3.5		3.8		3.4

Net income	15.6	%	11.9	%	10.3	%	11.8	%	13.0	%	11.9	%

Net Sales


	Three Months Ended						Three Months Ended
	April 30,		May 1,				July 30,		July 31,
(in thousands of dollars)	2022		2021		$ Change		2022		2021		$ Change
Net sales:
Retail operations segment	$	1,580,799	$	1,296,736	$	284,063	$	1,552,658	$	1,539,396	$	13,262
Construction segment		30,869		31,807		(938)		35,962		30,982		4,980
Total net sales	$	1,611,668	$	1,328,543	$	283,125	$	1,588,620	$	1,570,378	$	18,242

The percent change in the Company’s sales by segment and product category for the three months ended ~~April~~July 30, 2022 compared to the three months ended ~~May 1,~~July 31, 2021 as well as the sales percentage by segment and product category to total net sales for the three months ended ~~April~~July 30, 2022 are as follows:


	% Change		% of
	2022 - 2021		Net Sales
Retail operations segment
Cosmetics	4.0	%	14	%
Ladies’ apparel	(4.4)		23
Ladies’ accessories and lingerie	(2.5)		15
Juniors’ and children’s apparel	(3.2)		8
Men’s apparel and accessories	9.7		21
Shoes	1.7		14
Home and furniture	(2.9)		3
			98
Construction segment	16.1		2
Total			100	%

% Change

% of

2022 - 2021

Net Sales

Retail operations segment





Cosmetics

14.8
%
14
%
Ladies’ apparel

26.3

23

Ladies’ accessories and lingerie

7.4

13

Juniors’ and children’s apparel

26.8

11

Men’s apparel and accessories

33.1

19

Shoes

22.3

15

Home and furniture

11.7

3

98

Construction segment

(2.9)

2

Total

100
%

Net sales from the retail operations segment increased $13.3 million, or approximately 1%, during the three months ended July 30, 2022 compared to the three months ended July 31, 2021. Sales in comparable stores remained flat during

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~~Net sales from the retail operations segment increased $284.1 million, or approximately 22%, and sales in comparable stores increased approximately 23% during~~ the three months ended ~~April~~July 30, 2022 compared to the three months ended ~~May 1,~~July 31, 2021. Sales in ~~all product categories~~men’s apparel and accessories increased significantly, ~~over the first quarter last year.~~while sales in cosmetics and shoes increased moderately. Sales in ladies’ accessories and lingerie, home and furniture, juniors’ and children’s apparel and ladies’ apparel decreased moderately.

For the three months ended ~~April~~July 30, 2022 compared to the three months ended ~~May 1,~~July 31, 2021, the number of sales transactions ~~increased~~decreased by ~~14% and~~8% while the average dollars per sales transaction increased by 5%8%.

We recorded a return asset of ~~$14.7~~$11.6 million and ~~$12.4~~$10.6 million and an allowance for sales returns of ~~$30.3~~$21.1 million and ~~$23.1~~$19.5 million as of ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, respectively.

During the three months ended ~~April~~July 30, 2022, net sales from the construction segment ~~decreased $0.9~~increased $5.0 million, or approximately 3%16%, compared to the three months ended ~~May 1,~~July 31, 2021 due to ~~a decrease~~an increase in construction activity. The remaining performance obligations related to executed construction contracts totaled ~~$96.1~~$215.9 million as of ~~April~~July 30, 2022, increasing approximately 2%130% from January 29, 2022 and increasing approximately ~~77%~~317% from ~~May 1,~~July 31, 2021, respectively. We expect these remaining performance obligations to be earned over the next nine to eighteen months.


	Six Months Ended
	July 30,		July 31,
(in thousands of dollars)	2022		2021		$ Change
Net sales:
Retail operations segment	$	3,133,457	$	2,836,132	$	297,325
Construction segment		66,831		62,789		4,042
Total net sales	$	3,200,288	$	2,898,921	$	301,367

The percent change in the Company’s sales by segment and product category for the six months ended July 30, 2022 compared to the six months ended July 31, 2021 as well as the sales percentage by segment and product category to total net sales for the six months ended July 30, 2022 are as follows:


	% Change		% of
	2022 - 2021		Net Sales
Retail operations segment
Cosmetics	9.2	%	13	%
Ladies’ apparel	9.0		23
Ladies’ accessories and lingerie	2.0		14
Juniors’ and children’s apparel	12.4		10
Men’s apparel and accessories	19.6		20
Shoes	11.5		15
Home and furniture	3.7		3
			98
Construction segment	6.4		2
Total			100	%

Net sales from the retail operations segment increased $297.3 million, or approximately 10%, and sales in comparable stores increased approximately 10% during the six months ended July 30, 2022 compared to the six months ended July 31, 2021. Sales in men’s apparel and accessories, juniors’ and children’s apparel, shoes, cosmetics and ladies’ apparel increased significantly. Sales in home and furniture and ladies’ accessories and lingerie increased moderately.

For the six months ended July 30, 2022 compared to the six months ended July 31, 2021, the number of sales transactions increased by 1% and the average dollars per sales transaction increased by 10%.

Storewide sales penetration of exclusive brand merchandise for the six months ended July 30, 2022 and July 31, 2021 was 24.4% and 22.8%, respectively.

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During the six months ended July 30, 2022, net sales from the construction segment increased $4.0 million, or approximately 6%, compared to the six months ended July 31, 2021 due to an increase in construction activity.

Service Charges and Other Income


					Three										Three		Six
	Three Months Ended				Months		Three Months Ended				Six Months Ended				Months		Months
	April 30,		May 1,		$ Change		July 30,		July 31,		July 30,		July 31,		$ Change		$ Change
(in thousands of dollars)	2022		2021		2022-2021		2022		2021		2022		2021		2022 - 2021		2022-2021
Service charges and other income:
Retail operations segment
Income from Wells Fargo Alliance	$	17,174	$	17,707	$	(533)	$	16,375	$	17,735	$	33,549	$	35,443	$	(1,360)	$	(1,894)
Shipping and handling income		10,222		8,480		1,742		9,848		10,223		20,070		18,704		(375)		1,366
Other		3,654		2,427		1,227		2,961		2,778		6,614		5,203		183		1,411
		31,050		28,614		2,436		29,184		30,736		60,233		59,350		(1,552)		883
Construction segment		64		378		(314)		83		318		148		696		(235)		(548)
Total service charges and other income	$	31,114	$	28,992	$	2,122	$	29,267	$	31,054	$	60,381	$	60,046	$	(1,787)	$	335

~~Shipping and handling income increased $1.7 million during the three months ended April 30, 2022 compared to the three months ended May 1, 2021 due to an increase in online shopping.~~

Gross Margin


	April 30,		May 1,						July 30,		July 31,
(in thousands of dollars)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Gross margin:
Three months ended
Retail operations segment	$	748,444	$	553,001	$	195,443	35.3	%	$	644,921	$	641,240	$	3,681	0.6	%
Construction segment		1,787		1,453		334	23.0			2,482		1,928		554	28.7
Total gross margin	$	750,231	$	554,454	$	195,777	35.3	%	$	647,403	$	643,168	$	4,235	0.7	%

Six months ended
Retail operations segment									$	1,393,365	$	1,194,241	$	199,124	16.7	%
Construction segment										4,269		3,381		888	26.3
Total gross margin									$	1,397,634	$	1,197,622	$	200,012	16.7	%


	Three Months Ended				Three Months Ended			Six Months Ended
	April 30,		May 1,		July 30,		July 31,	July 30,		July 31,
	2022		2021		2022		2021	2022		2021
Gross margin as a percentage of segment net sales:
Retail operations segment	47.3	%	42.6	%	41.5	%	41.7	44.5	%	42.1	%
Construction segment	5.8		4.6		6.9		6.2	6.4		5.4
Total gross margin as a percentage of net sales	46.5		41.7		40.8		41.0	43.7		41.3

Gross margin, as a percentage of sales, ~~increased~~decreased to ~~46.5%~~40.8% from ~~41.7%~~41.0% during the three months ended ~~April~~July 30, 2022 compared to the three months ended ~~May 1,~~July 31, 2021, respectively.

Gross margin from retail operations, as a percentage of sales, decreased to 41.5% from 41.7% during the three months ended July 30, 2022 compared to the three months ended July 31, 2021, respectively. Gross margin decreased moderately in home and furniture, shoes and juniors’ and children’s apparel. Gross margin decreased slightly ladies’ accessories and lingerie and ladies’ apparel. Gross margin increased slightly in cosmetics, while increasing moderately in men’s apparel and accessories.

Gross margin, as a percentage of sales, increased to 43.7% from 41.3% during the six months ended July 30, 2022 compared to the six months ended July 31, 2021, respectively.

1920

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Gross margin from retail operations, as a percentage of sales, increased to ~~47.3%~~44.5% from ~~42.6%~~42.1% during the ~~three~~six months ended ~~April~~July 30, 2022 compared to the ~~three~~six months ended ~~May 1,~~July 31, 2021, respectively. Management attributes the ~~substantial~~ improvement in gross margin to positive customer response to the company’s merchandise assortment combined with continued inventory management leading to decreased markdowns in the first ~~quarter~~six months of 2022. Gross margin increased significantly in ~~ladies’ apparel and~~ men’s apparel and ~~accessories. Gross margin increased~~accessories, while increasing moderately in ~~shoes and juniors’ and children’s~~ladies’ apparel. Gross margin increased slightly in ~~home~~juniors’ and ~~furniture~~children’s apparel and cosmetics, while remaining flat in shoes. Gross margin decreased slightly in ladies’ accessories and ~~lingerie.~~lingerie and home and furniture.

Inventory increased 4%7% in total as of ~~April~~July 30, 2022 compared to ~~May 1,~~July 31, 2021. A 1% change in the dollar amount of markdowns would have impacted net income by approximately $1$2 million and $3 million for the three and six months ended ~~April~~July 30, ~~2022.~~2022, respectively.

We source a significant portion of our private label and exclusive brand merchandise from countries that continue to be impacted by the COVID-19 virus. Additionally, many of our branded merchandise vendors may also source a significant portion of their merchandise from these same countries. Manufacturing capacity in those countries has been significantly impacted by the pandemic and in some countries the pandemic continues to negatively impact our supply chain, resulting in shipping delays as well as increased shipping costs.

Additionally, disruptions continue in the global transportation network, and it is unclear when these issues will be resolved. The California ports of Los Angeles and Long Beach, which together handle a significant portion of United States merchandise imports, including our own, ~~imports,~~ have experienced and are continuing to experience delays in processing imported merchandise, thereby resulting in untimely deliveries of merchandise. Further shipping delays may occur if the ongoing west coast port labor contract negotiations fail.

The United States is also currently experiencing a shortage of truck drivers, trucks and truck parts, which may impact overall costs of transportation and the timely delivery of merchandise.

At present, while monitoring all of these situations closely, management is unable to quantify the effects of these factors on the Company's results of operations and inventory position for fiscal 2022.

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


	April 30,		May 1,						July 30,		July 31,
(in thousands of dollars)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
SG&A:						��
Three months ended
Retail operations segment	$	398,869	$	335,143	$	63,726	19.0	%	$	399,451	$	364,212	$	35,239	9.7	%
Construction segment		1,904		1,471		433	29.4			1,881		1,656		225	13.6
Total SG&A	$	400,773	$	336,614	$	64,159	19.1	%	$	401,332	$	365,868	$	35,464	9.7	%

Six months ended
Retail operations segment									$	798,320	$	699,355	$	98,965	14.2	%
Construction segment										3,785		3,127		658	21.0
Total SG&A									$	802,105	$	702,482	$	99,623	14.2	%


	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,		May 1,		July 30,		July 31,		July 30,		July 31,
	2022		2021		2022		2021		2022		2021
SG&A as a percentage of segment net sales:
Retail operations segment	25.2	%	25.8	%	25.7	%	23.7	%	25.5	%	24.7	%
Construction segment	6.2		4.6		5.2		5.3		5.7		5.0
Total SG&A as a percentage of net sales	24.9		25.3		25.3		23.3		25.1		24.2

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SG&A ~~decreased to 24.9% of sales during the three months ended April 30, 2022 compared~~increased to 25.3% of sales during the three months ended ~~May 1,~~July 30, 2022 compared to 23.3% of sales during the three months ended July 31, 2021, ~~while increasing $64.2~~an increase of $35.5 million. SG&A from retail operations ~~decreased~~increased to ~~25.2%~~25.7% of sales for the three months ended ~~April~~July 30, 2022 compared to ~~25.8%~~23.7% of sales for the three months ended ~~May 1,~~July 31, 2021, ~~while increasing $63.7~~an increase of $35.2 million.

SG&A increased to 25.1% of sales during the six months ended July 30, 2022 compared to 24.2% of sales during the six months ended July 31, 2021, an increase of $99.6 million. SG&A from retail operations increased to 25.5% of sales for the six months ended July 30, 2022 compared to 24.7% of sales for the six months ended July 31, 2021, an increase of $99.0 million.

The dollar increase in operating expenses in both the three and six-month periods is primarily due to increased payroll and payroll-related expenses in the current highly competitive wage environment. ~~The Company remains focused on hiring, developing and retaining talented associates.~~

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Payroll expense and related payroll taxes for the three months ended ~~April~~July 30, 2022 was ~~$272.3~~$272.7 million compared to ~~$225.4~~$246.7 million for the three months ended ~~May 1,~~July 31, 2021, increasing ~~$46.9~~$26.0 million. Payroll expense and related payroll taxes for the six months ended July 30, 2022 was $545.0 million compared to $472.1 million for the six months ended July 31, 2021, increasing $72.9 million. The Company remains focused on hiring, developing and retaining talented associates.

Other Expense


	April 30,		May 1,						July 30,		July 31,
(in thousands of dollars)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Other expense:
Three months ended
Retail operations segment	$	1,936	$	4,964	$	(3,028)	(61.0)	%	$	1,936	$	2,134	$	(198)	(9.3)	%
Construction segment		—		—		—	—			—		—		—	—
Total other expense	$	1,936	$	4,964	$	(3,028)	(61.0)	%	$	1,936	$	2,134	$	(198)	(9.3)	%

Six months ended
Retail operations segment									$	3,872	$	7,098	$	(3,226)	(45.4)	%
Construction segment										—		—		—	—
Total other expense									$	3,872	$	7,098	$	(3,226)	(45.4)	%

Other expense decreased ~~$3.0~~$3.2 million during the ~~three~~six months ended ~~April~~July 30, 2022 compared to the ~~three~~six months ended ~~May 1,~~July 31, 2021 primarily due to the write-off of certain deferred financing fees in connection with the amendment and extension of the Company’s secured revolving credit facility during the first quarter of fiscal 2021.

Gain on Disposal of Assets


	April 30,		May 1,				July 30,		July 31,
(in thousands of dollars)	2022		2021			$ Change	2022		2021			$ Change
(Gain) loss on disposal of assets:
Gain on disposal of assets:
Three months ended
Retail operations segment	$	(7,240)	$	(24,673)	$	17,433	$	(1)	$	(6)	$	5
Construction segment		3		—		3		—		(3)		3
Total gain on disposal of assets	$	(7,237)	$	(24,673)	$	17,436	$	(1)	$	(9)	$	8

Six months ended
Retail operations segment							$	(7,241)	$	(24,679)	$	17,438
Construction segment								3		(3)		6
Total gain on disposal of assets							$	(7,238)	$	(24,682)	$	17,444

During the ~~three~~six months ended ~~April~~July 30, 2022, the Company recorded proceeds of $8.1 million primarily from the sale of one store property, resulting in a gain of $7.2 million that was recorded in gain on disposal of assets.

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During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company recorded proceeds of $29.3 million primarily from the sale of three store properties, resulting in a gain of $24.7 million that was recorded in gain on disposal of assets.

Income Taxes

The Company’s estimated federal and state effective income tax rate was approximately ~~22.5%~~22.4% and ~~22.2%~~22.8% for the three months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, respectively. During the three months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.

The Company’s estimated federal and state effective income tax rate was approximately 22.5% for the six months ended July 30, 2022 and July 31, 2021. During the six months ended July 30, 2022 and July 31, 2021, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.

The Company expects the fiscal 2022 federal and state effective income tax rate to approximate 22%. This rate may change if results of operations for fiscal 2022 differ from management’s current expectations. Changes in the Company’s assumptions and judgments can materially affect amounts recognized in the condensed consolidated financial statements.

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FINANCIAL CONDITION

A summary of net cash flows for the ~~three~~six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021 follows:


	Three Months Ended						Six Months Ended
	April 30,		May 1,				July 30,		July 31,
(in thousands of dollars)	2022		2021		$ Change		2022		2021		$ Change
Operating Activities	$	365,182	$	302,413	$	62,769	$	279,050	$	492,301	$	(213,251)
Investing Activities		(14,784)		14,183		(28,967)		(72,886)		(9,101)		(63,785)
Financing Activities		(204,984)		(61,015)		(143,969)		(430,067)		(174,065)		(256,002)
Total Increase in Cash and Cash Equivalents	$	145,414	$	255,581	$	(110,167)
Total (Decrease) Increase in Cash and Cash Equivalents							$	(223,903)	$	309,135	$	(533,038)

Net cash flows from operations ~~increased $62.8~~decreased $213.3 million during the ~~three~~six months ended ~~April~~July 30, 2022 compared to the ~~three~~six months ended ~~May 1, 2021 due to increases in net income,~~July 31, 2021. This decrease was primarily due to ~~increases~~changes in ~~gross margin.~~working capital items, notably in changes in trade accounts payable and accrued expenses and merchandise inventories.

Wells Fargo owns and manages the Dillard’s private label cards under the Wells Fargo Alliance. The Company recognized income of ~~$17.2~~$33.5 million and ~~$17.7~~$35.4 million from the Wells Fargo Alliance during the ~~three~~six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, respectively.

During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company received proceeds from insurance of ~~$1.8~~$2.3 million for claims filed for merchandise losses related to storm damage incurred at two stores.

Capital expenditures were ~~$27.3~~$61.1 million and ~~$16.9~~$41.2 million for the ~~three~~six months ended ~~April~~July 30, 2022 and ~~May 1,~~July 31, 2021, respectively. The capital expenditures were primarily related to equipment purchases, the continued construction of one new store and the remodeling of existing stores. During the ~~three~~six months ended ~~April~~July 30, 2022, the Company opened a new store at University Place in Orem, Utah (160,000 square feet). The Company ~~has~~ also announced plans to replace a leased building at Westgate Mall in Amarillo, Texas with a newly remodeled owned facility in the fall of 2022. The Company has also confirmed its commitment to open a new store at The Empire Mall in Sioux Falls, South Dakota, which is expected to open in the fall of 2023 and will mark the Company’s 30^th state of operation.

During the ~~three~~six months ended ~~April~~July 30, 2022, the Company received cash proceeds of $8.1 million and recorded a related gain of $7.2 million, primarily from the sale of a 200,000 square foot location at Provo Towne Centre in Provo, Utah, which closed atduring the ~~end~~second quarter of ~~May~~fiscal 2022. ~~The~~During the first quarter of fiscal 2022, the Company ~~also~~ closed

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its leased clearance center at University Square Mall in Tampa, Florida (80,000 square feet) ~~during~~. During the ~~first~~third quarter of fiscal ~~2022. The~~2022, the Company ~~has announced~~closed its owned location at the ~~upcoming closure of~~East Hills Mall in St. Joseph, Missouri (100,000 square feet) and its leased location at the Sikes ~~Center~~Senter in Wichita Falls, Texas (150,000 square feet). There were no material costs associated or expected with any of these store closures. We remain committed to closing under-performing stores where appropriate and may incur future closing costs related to such stores when they close.

During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company received cash proceeds of $29.3 million and recorded a related gain of $24.7 million, primarily from the sale of three store properties.

During the ~~three~~six months ended ~~April~~July 30, 2022, the Company received proceeds from insurance of $4.8 million primarily from life insurance proceeds ~~of $4.4 million~~ related to one policy. During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company received proceeds from insurance of ~~$1.8~~$2.8 million for claims filed for building losses related to storm damage incurred at two stores.

During the six months ended July 30, 2022, the Company purchased certain treasury bills for $74.0 million (including the accrual of $49.3 million of treasury bills that had not settled as of July 30, 2022) that are classified as short-term investments.

The Company had cash on hand of ~~$862.2~~$492.9 million as of ~~April~~July 30, 2022. The Company maintains a credit facility (“credit agreement”) for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The credit agreement provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the credit agreement, with a $200 million expansion option.

In April 2021, the Company amended the credit agreement (the “2021 amendment”). See Note 7, Revolving Credit Agreement, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item I hereof for additional information. During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company paid ~~$2.7~~$3.0 million in issuance costs related to the 2021 amendment, which were recorded in other assets on the condensed consolidated balance sheet, and the Company recognized a loss on the early extinguishment of debt of $2.8 million for the write-off of certain remaining deferred

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financing fees related to the previous agreement. This charge was recorded in other expense on the condensed consolidated statement of income.

At ~~April~~July 30, 2022, no borrowings were outstanding, and letters of credit totaling ~~$19.3~~$19.5 million were issued under the credit agreement leaving unutilized availability of ~~$780.7~~$780.5 million.

During the ~~three~~six months ended ~~April~~July 30, 2022, the Company repurchased ~~0.7~~1.6 million shares of Class A Common Stock at an average price of ~~$253.72~~$256.10 per share for ~~$186.5~~$412.3 million (including the accrual of ~~$1.6~~$6.0 million of share repurchases that had not settled as of ~~April~~July 30, 2022) under its stock repurchase plans, and the Company paid $16.2 million for share repurchases that had not yet settled but were accrued at January 29, 2022. During the ~~three~~six months ended ~~May 1,~~July 31, 2021, the Company repurchased ~~0.6~~1.4 million shares of Class A Common Stock at an average price of ~~$94.12~~$125.81 per share for ~~$58.8~~$171.0 million (including the accrual of ~~$4.0~~$6.8 million of share repurchases that had not settled as of ~~May 1,~~July 31, 2021) under its stock repurchase plan. As of ~~April~~July 30, 2022, ~~$425.5~~$199.7 million of authorization remained under the Company’s open stock repurchase plan. The ultimate disposition of the repurchased stock has not been determined. See Note 8, Stock Repurchase Programs, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item I hereof for additional information.

On August 16, 2022, the Inflation Reduction Act of 2022 ("the Act") was signed into law. Under the Act share repurchases after December 31, 2022 will be subject to a 1% excise tax. This excise tax and the remaining corporate tax changes included in the Act are not expected to have a material impact on the Company's financial statements.

The Company expects to finance its operations during fiscal 2022 from cash on hand, cash flows generated from operations and, if necessary, utilization of the credit facility. Depending upon our actual and anticipated sources and uses of liquidity, the Company will from time to time consider other possible financing transactions, the proceeds of which could be used to fund working capital or for other corporate purposes.

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There have been no material changes in the information set forth under caption “Commercial Commitments” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

OFF-BALANCE-SHEET ARRANGEMENTS

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

NEW ACCOUNTING STANDARDS

For information with respect to new accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2, Accounting Standards, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item I1 hereof.

FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements. The following are or may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (a) statements including words such as “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company’s future occurrences, plans and objectives, including statements regarding management’s expectations and forecasts for the remainder of fiscal 2022 and beyond, statements concerning the opening of new stores or the closing of existing stores, statements regarding our competitive position, statements concerning capital expenditures and sources of liquidity, statements regarding the expected impact of the COVID-19 pandemic and related government responses, including the CARES Act and other subsequently-enacted COVID-19 stimulus packages, statements concerning share repurchases, statements concerning pension contributions, statements concerning changes in loss trends, settlements and other costs related to our self-insurance programs, statements regarding the expected phase out of LIBOR, statements concerning expectations regarding the payment of dividends,

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statements regarding the impacts of inflation in fiscal 2022 and statements concerning estimated taxes. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) the COVID-19 pandemic and its effects on public health, our supply chain, the health and well-being of our employees and customers, and the retail industry in general; other general retail industry conditions and macro-economic conditions including inflation and changes in traffic at malls and shopping centers; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers, including the effect of changes in prices and availability of oil and natural gas; the availability of and interest rates on consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in the Company’s ability to meet labor needs amid nationwide labor shortages and an intense competition for talent; changes in consumer spending patterns, debt levels and their ability to meet credit obligations; high levels of unemployment; changes in tax ~~legislation;~~legislation (including the Inflation Reduction Act of 2022); changes in legislation, affecting such matters as the cost of employee benefits or credit card income; adequate and stable availability and pricing of materials, production facilities and labor from which the Company sources its merchandise; changes in operating expenses, including employee wages, commission structures and related benefits; system failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued

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availability of financing in amounts and at the terms necessary to support the Company’s future business; fluctuations in LIBOR and other base borrowing rates; the elimination of LIBOR; potential disruption from terrorist activity and the effect on ongoing consumer confidence; other epidemic, pandemic or public health issues; potential disruption of international trade and supply chain efficiencies; any government-ordered restrictions on the movement of the general public or the mandated or voluntary closing of retail stores in response to the COVID-19 pandemic; global conflicts (including the recent conflict in Ukraine) and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature. The Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 29, 2022, contain other information on factors that may affect financial results or cause actual results to differ materially from forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the information set forth under caption “Item 7A-Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

Item 4. Controls and Procedures.

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

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~April~~July 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company is involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. This may include litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities. As of ~~June 3,~~September 1, 2022, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

Item 1A. Risk Factors.

There have been no material changes in the information set forth under caption “Item 1A-Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

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

(c)	Purchases of Equity Securities

Issuer Purchases of Equity Securities


				(c) Total Number of Shares	(d) Approximate Dollar Value of					(c) Total Number of Shares	(d) Approximate Dollar Value of
				Purchased as Part	Shares that May					Purchased as Part	Shares that May
	(a) Total Number			of Publicly	Yet Be Purchased		(a) Total Number			of Publicly	Yet Be Purchased
	of Shares	(b) Average Price		Announced Plans	Under the Plans		of Shares	(b) Average Price		Announced Plans	Under the Plans
Period	Purchased	Paid per Share		or Programs	or Programs		Purchased	Paid per Share		or Programs	or Programs
January 30, 2022 through February 26, 2022	462,748	$	244.56	462,748	$	498,854,110
February 27, 2022 through April 2, 2022	140,770		249.49	140,770		463,732,753
April 3, 2022 through April 30, 2022	131,599		290.47	131,599		425,507,216
May 1, 2022 through May 28, 2022							575,451	$	268.70	575,451	$	270,885,646
May 29, 2022 through July 2, 2022							92,407		287.94	92,407		244,278,401
July 3, 2022 through July 30, 2022							206,960		215.34	206,960		199,712,031
Total	735,117	$	253.72	735,117	$	425,507,216	874,818	$	258.11	874,818	$	199,712,031

In ~~May 2021,~~February 2022, the Company’s Board of Directors authorized the repurchase of up to $500 million of the Company’s Class A Common Stock under an open-ended stock repurchase plan (“May 2021 Stock Plan”). In February 2022, the Company announced that its Board of Directors approved a new open-ended stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock (“February 2022 Stock Plan”). During the three months ended ~~April~~July 30, 2022, the Company repurchased ~~0.7~~0.9 million shares totaling ~~$186.5~~$225.8 million under its stock repurchase ~~plans.~~plan. As of ~~April~~July 30, 2022, ~~the Company had completed the authorized purchases under the May 2021 Stock Plan, and $425.5~~$199.7 million of authorization remained under the February 2022 Stock Plan.

Reference is made to the discussion in Note 8, Stock Repurchase Programs, in the “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated by reference herein.

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Item 6. Exhibits.

Number		Description

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

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

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

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

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

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

101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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

		DILLARD’S, INC.
		(Registrant)


Date:	~~June 3,~~September 1, 2022	/s/ Phillip R. Watts
		Phillip R. Watts
		Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer

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

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	Three Months Ended April 30, 2022
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, January 29, 2022	$	1,240	$	956,653	$	(22,798)	$	5,027,922	$	(4,511,799)	$	1,451,218
Net income		—		—		—		251,093		—		251,093
Other comprehensive income		—		—		181		—		—		181
Purchase of 735,117 shares of treasury stock		—		—		—		—		(186,515)		(186,515)
Cash dividends declared:
Common stock, $0.20 per share		—		—		—		(3,644)		—		(3,644)
Balance, April 30, 2022	$	1,240	$	956,653	$	(22,617)	$	5,275,371	$	(4,698,314)	$	1,512,333


	Three Months Ended May 1, 2021
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, January 30, 2021	$	1,240	$	954,131	$	(34,935)	$	4,471,269	$	(3,950,697)	$	1,441,008
Net income		—		—		—		158,247		—		158,247
Other comprehensive income		—		—		529		—		—		529
Purchase of 624,893 shares of treasury stock		—		—		—		—		(58,814)		(58,814)
Cash dividends declared:
Common stock, $0.15 per share		—		—		—		(3,273)		—		(3,273)
Balance, May 1, 2021	$	1,240	$	954,131	$	(34,406)	$	4,626,243	$	(4,009,511)	$	1,537,697



Lease Cost		Three Months Ended
(in thousands of dollars)	Classification - Condensed Consolidated Statements of Income	April 30, 2022		May 1, 2021
Operating lease cost ^(a)	Rentals	$	5,079	$	5,111
Finance lease cost
Amortization of leased assets	Depreciation and amortization		—		62
Interest on lease liabilities	Interest and debt expense, net		—		14
Net lease cost		$	5,079	$	5,187


(in thousands of dollars)	Operating		Finance
Fiscal Year	Leases		Leases		Total
2022 (excluding the three months ended April 30, 2022)	$	10,317	$	0	$	10,317
2023		10,959		0		10,959
2024		6,289		0		6,289
2025		5,507		0		5,507
2026		3,809		0		3,809
After 2026		10,748		0		10,748
Total minimum lease payments		47,629		0		47,629
Less amount representing interest		(7,773)		0		(7,773)
Present value of lease liabilities	$	39,856	$	0	$	39,856