10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended July 29, 2017

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

For the Transition Period from ____________ to ____________

Commission File Number: 001-12951

THE BUCKLE, INC.

(Exact name of Registrant as specified in its charter)

Nebraska	47-0366193
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2407 West 24th Street, Kearney, Nebraska  68845-4915

(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code: (308) 236-8491

____________________________________________________________________

(Former name, former address, and former fiscal year if changed since last report)

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 þ No o

Indicate by check mark whether the registrant  has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for a shorter period that the registrant was required to submit and post such files). Yes þ No o

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 þ; Accelerated filer o ;

Non-accelerated filer o; Smaller reporting company o;

Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of September 1, 2017, was 48,844,700.

THE BUCKLE, INC.

FORM 10-Q

INDEX

		Pages
Part I. Financial Information (unaudited)
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23
Part II. Other Information
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
Signatures		25
Exhibit Index		26

2

THE BUCKLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands Except Share and Per Share Amounts)

(Unaudited)

ASSETS	July 29, 2017			January 28, 2017
CURRENT ASSETS:
Cash and cash equivalents	$	195,614		$	196,536
Short-term investments	48,237			49,994
Receivables	14,732			8,210
Inventory	121,671			125,694
Prepaid expenses and other assets	7,750			6,023
Total current assets	388,004			386,457
PROPERTY AND EQUIPMENT	460,250			459,359
Less accumulated depreciation and amortization	(300,419		)	(290,364		)
	159,831			168,995
LONG-TERM INVESTMENTS	18,294			18,092
OTHER ASSETS	7,433			6,303
Total assets	$	573,562		$	579,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	39,890		$	25,079
Accrued employee compensation	14,130			26,906
Accrued store operating expenses	16,328			14,695
Gift certificates redeemable	15,698			21,199
Income taxes payable	—			10,737
Total current liabilities	86,046			98,616
DEFERRED COMPENSATION	14,167			13,092
DEFERRED RENT LIABILITY	36,236			37,600
Total liabilities	136,449			149,308
COMMITMENTS
STOCKHOLDERS’ EQUITY:
Common stock, authorized 100,000,000 shares of $.01 par value; 48,844,700 and 48,622,780 shares issued and outstanding at July 29, 2017 and January 28, 2017, respectively	488			486
Additional paid-in capital	142,622			139,398
Retained earnings	294,082			290,737
Accumulated other comprehensive loss	(79		)	(82		)
Total stockholders’ equity	437,113			430,539
Total liabilities and stockholders’ equity	$	573,562		$	579,847

See notes to unaudited condensed consolidated financial statements.

3

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands Except Per Share Amounts)

(Unaudited)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
SALES, Net of returns and allowances	$	195,650	$	212,157	$	407,901	$	455,700
COST OF SALES (Including buying, distribution, and occupancy costs)	121,511		132,275		252,045		281,089
Gross profit	74,139		79,882		155,856		174,611
OPERATING EXPENSES:
Selling	46,679		46,065		93,597		93,628
General and administrative	10,045		9,735		19,806		20,471
	56,724		55,800		113,403		114,099
INCOME FROM OPERATIONS	17,415		24,082		42,453		60,512
OTHER INCOME, Net	899		595		1,834		1,003
INCOME BEFORE INCOME TAXES	18,314		24,677		44,287		61,515
PROVISION FOR INCOME TAXES	6,831		9,205		16,519		22,946
NET INCOME	$	11,483	$	15,472	$	27,768	$	38,569
EARNINGS PER SHARE:
Basic	$	0.24	$	0.32	$	0.58	$	0.80
Diluted	$	0.24	$	0.32	$	0.57	$	0.80
Basic weighted average shares	48,218		48,107		48,218		48,107
Diluted weighted average shares	48,310		48,227		48,327		48,215

See notes to unaudited condensed consolidated financial statements.

4

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands)

(Unaudited)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
NET INCOME	$	11,483	$	15,472	$	27,768	$	38,569
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Change in unrealized loss on investments, net of tax of $2, $68, $2, and $72, respectively	3		117		3		125
Reclassification adjustment for losses included in net income, net of tax of $0, $0, $0, and $17, respectively	—		—		—		28
Other comprehensive income	3		117		3		153
COMPREHENSIVE INCOME	$	11,486	$	15,589	$	27,771	$	38,722

See notes to unaudited condensed consolidated financial statements.

5

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Amounts in Thousands Except Share and Per Share Amounts)

(Unaudited)

	Number of Shares	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
FISCAL 2017
BALANCE, January 29, 2017	48,622,780	$	486	$	139,398		$	290,737		$	(82	)	$	430,539
Net income	—	—		—			27,768			—			27,768
Dividends paid on common stock, ($0.50 per share)	—	—		—			(24,423		)	—			(24,423		)
Issuance of non-vested stock, net of forfeitures	221,920	2		(2		)	—			—			—
Amortization of non-vested stock grants, net of forfeitures	—	—		3,226			—			—			3,226
Change in unrealized loss on investments, net of tax	—	—		—			—			3			3
BALANCE, July 29, 2017	48,844,700	$	488	$	142,622		$	294,082		$	(79	)	$	437,113
FISCAL 2016
BALANCE, January 31, 2016	48,428,110	$	484	$	134,864		$	277,626		$	(331	)	$	412,643
Net income	—	—		—			38,569			—			38,569
Dividends paid on common stock, ($0.50 per share)	—	—		—			(24,312		)	—			(24,312		)
Issuance of non-vested stock, net of forfeitures	194,970	2		(2		)	—			—			—
Amortization of non-vested stock grants, net of forfeitures	—	—		3,673			—			—			3,673
Change in unrealized loss on investments, net of tax	—	—		—			—			125			125
Reclassification adjustment for losses included in net income, net of tax	—	—		—			—			28			28
BALANCE, July 30, 2016	48,623,080	$	486	$	138,535		$	291,883		$	(178	)	$	430,726

See notes to unaudited condensed consolidated financial statements.

6

THE BUCKLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(Unaudited)

	Twenty-Six Weeks Ended
	July 29, 2017			July 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	27,768		$	38,569
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	15,785			16,151
Amortization of non-vested stock grants, net of forfeitures	3,226			3,673
Deferred income taxes	(1,193		)	(1,359		)
Other	395			1,151
Changes in operating assets and liabilities:
Receivables	(145		)	1,202
Inventory	4,023			5,299
Prepaid expenses and other assets	(1,727		)	166
Accounts payable	14,962			13,893
Accrued employee compensation	(12,776		)	(17,837		)
Accrued store operating expenses	1,633			7,655
Gift certificates redeemable	(5,501		)	(5,975		)
Income taxes payable	(17,114		)	(19,646		)
Deferred rent liabilities and deferred compensation	(289		)	1,507
Net cash flows from operating activities	29,047			44,449
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(7,167		)	(17,039		)
Change in other assets	61			49
Purchases of investments	(20,655		)	(13,778		)
Proceeds from sales/maturities of investments	22,215			17,619
Net cash flows from investing activities	(5,546		)	(13,149		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends	(24,423		)	(24,312		)
Net cash flows from financing activities	(24,423		)	(24,312		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(922		)	6,988
CASH AND CASH EQUIVALENTS, Beginning of period	196,536			161,185
CASH AND CASH EQUIVALENTS, End of period	$	195,614		$	168,173

See notes to unaudited condensed consolidated financial statements.

7

THE BUCKLE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THIRTEEN AND TWENTY-SIX WEEKS ENDED JULY 29, 2017 AND JULY 30, 2016

(Dollar Amounts in Thousands Except Share and Per Share Amounts)

(Unaudited)

1. Management Representation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the results of operations for the interim periods have been included. All such adjustments are of a normal recurring nature. Because of the seasonal nature of the business, results for interim periods are not necessarily indicative of a full year's operations. The accounting policies followed by the Company and additional footnotes are reflected in the consolidated financial statements for the fiscal year ended January 28, 2017, included in The Buckle, Inc.'s 2016 Form 10-K. The condensed consolidated balance sheet as of January 28, 2017 is derived from audited financial statements.

The Company follows generally accepted accounting principles (“GAAP”) established by the Financial Accounting Standards Board (“FASB”). References to GAAP in these notes are to the FASB Accounting Standards Codification (“ASC”).

2. Description of the Business

The Company is a retailer of medium to better priced casual apparel, footwear, and accessories for fashion conscious young men and women. The Company operates its business as one reportable segment. The Company had 463 stores located in 44 states throughout the United States as of July 29, 2017 and 470 stores in 44 states as of July 30, 2016. During the twenty-six week period ended July 29, 2017, the Company opened 1 new store, substantially remodeled 7 stores, and closed 5 stores;which includes 1 new store, 5 substantial remodels, and no closed stores during the second quarter. During the twenty-six week period ended July 30, 2016, the Company opened 3 new stores, substantially remodeled 12 stores, and closed 1 store; which includes 3 new stores, 6 substantial remodels, and 1 closed store during the second quarter.

The following is information regarding the Company’s major product lines, stated as a percentage of the Company’s net sales:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
Merchandise Group	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Denims	32.2	%	33.5	%	37.3	%	38.7	%
Tops (including sweaters)	33.9		32.4		31.9		30.1
Sportswear/Fashions	14.4		14.9		11.9		12.3
Accessories	10.3		10.2		9.3		9.1
Footwear	6.3		5.7		6.3		6.1
Casual bottoms	1.1		1.4		1.4		1.6
Outerwear	0.5		0.5		0.8		0.7
Other	1.3		1.4		1.1		1.4
	100.0	%	100.0	%	100.0	%	100.0	%

8

3. Earnings Per Share

Basic earnings per share data are based on the weighted average outstanding common shares during the period. Diluted earnings per share data are based on the weighted average outstanding common shares and the effect of all dilutive potential common shares.

	Thirteen Weeks Ended					Thirteen Weeks Ended
	July 29, 2017					July 30, 2016
	Income		Weighted Average Shares	Per Share Amount		Income		Weighted Average Shares	Per Share Amount
Basic EPS	$	11,483	48,218	$	0.24	$	15,472	48,107	$	0.32
Effect of Dilutive Securities:
Non-vested shares	—		92	—		—		120	—
Diluted EPS	$	11,483	48,310	$	0.24	$	15,472	48,227	$	0.32

	Twenty-Six Weeks Ended						Twenty-Six Weeks Ended
	July 29, 2017						July 30, 2016
	Income		Weighted Average Shares	Per Share Amount			Income		Weighted Average Shares	Per Share Amount
Basic EPS	$	27,768	48,218	$	0.58		$	38,569	48,107	$	0.80
Effect of Dilutive Securities:
Non-vested shares	—		109	(0.01		)	—		108	—
Diluted EPS	$	27,768	48,327	$	0.57		$	38,569	48,215	$	0.80

4. Investments

The following is a summary of investments as of July 29, 2017:

	Amortized Cost or Par Value		Gross Unrealized Gains		Gross Unrealized Losses			Other-than- Temporary Impairment		Estimated Fair Value
Available-for-Sale Securities:
Auction-rate securities	$	1,725	$	—	$	(125	)	$	—	$	1,600
Held-to-Maturity Securities:
State and municipal bonds	$	50,764	$	16	$	(11	)	$	—	$	50,769
Trading Securities:
Mutual funds	$	13,224	$	943	$	—		$	—	$	14,167

9

The following is a summary of investments as of January 28, 2017:

	Amortized Cost or Par Value		Gross Unrealized Gains		Gross Unrealized Losses			Other-than- Temporary Impairment		Estimated Fair Value
Available-for-Sale Securities:
Auction-rate securities	$	1,800	$	—	$	(130	)	$	—	$	1,670
Held-to-Maturity Securities:
State and municipal bonds	$	53,324	$	26	$	(34	)	$	—	$	53,316
Trading Securities:
Mutual funds	$	12,701	$	391	$	—		$	—	$	13,092

The amortized cost and fair value of debt securities by contractual maturity as of July 29, 2017 is as follows:

	Amortized Cost		Fair Value
Held-to-Maturity Securities
Less than 1 year	$	48,237	$	48,241
1 - 5 years	2,527		2,528
	$	50,764	$	50,769

As of July 29, 2017 and January 28, 2017, $1,600 and $1,670 of available-for-sale securities and $2,527 and $3,330 of held-to-maturity securities are classified in long-term investments. Trading securities are held in a Rabbi Trust, intended to fund the Company’s deferred compensation plan, and are classified in long-term investments.

The Company’s investments in auction-rate securities (“ARS”) are classified as available-for-sale and reported at fair market value. As of July 29, 2017 and January 28, 2017, the reported investment amount is net of $125 and $130, respectively, of temporary impairment to account for the impairment of certain securities from their stated par value. The temporary impairment is reported, net of tax, as an “accumulated other comprehensive loss” of $79 and $82 in stockholders’ equity as of July 29, 2017 and January 28, 2017, respectively. For the investments considered temporarily impaired, all of which have been in loss positions for over a year, the Company believes that these ARS can be successfully redeemed or liquidated in the future at par value plus accrued interest. The Company believes it has the ability and maintains its intent to hold these investments until such recovery of market value occurs; therefore, the Company believes the current lack of liquidity has created the temporary impairment in valuation. As of July 29, 2017 and January 28, 2017, all of the Company’s investments in ARS were classified in long-term investments.

10

5. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

• Level 1 – Quoted market prices in active markets for identical assets or liabilities. Short-term and long-term investments with active markets or known redemption values are reported at fair value utilizing Level 1 inputs.

• Level 2 – Observable market-based inputs (either directly or indirectly) such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or inputs that are corroborated by market data.

• Level 3 – Unobservable inputs that are not corroborated by market data and are projections, estimates, or interpretations that are supported by little or no market activity and are significant to the fair value of the assets.

As of July 29, 2017 and January 28, 2017, the Company held certain assets that are required to be measured at fair value on a recurring basis including available-for-sale and trading securities.

The Company’s financial assets measured at fair value on a recurring basis are as follows:

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
July 29, 2017	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities:
Auction-rate securities	$	—	$	45	$	1,555	$	1,600
Trading securities (including mutual funds)	14,167		—		—		14,167
Totals	$	14,167	$	45	$	1,555	$	15,767

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
January 28, 2017	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities:
Auction-rate securities	$	—	$	45	$	1,625	$	1,670
Trading securities (including mutual funds)	13,092		—		—		13,092
Totals	$	13,092	$	45	$	1,625	$	14,762

Securities included in Level 1 represent securities which have a known or anticipated upcoming redemption as of the reporting date and those that have publicly traded quoted prices. ARS included in Level 2 represent securities which have not experienced a successful auction subsequent to the end of fiscal 2007. The fair market value for these securities was determined by applying a discount to par value based on auction prices for similar securities and by utilizing a discounted cash flow model, using market-based inputs, to determine fair value. The Company used a discounted cash flow model to value its Level 3 investments, using estimates regarding recovery periods, yield, and liquidity. The assumptions used are subjective based upon management’s judgment and views on current market conditions, and resulted in $120 of the Company’s recorded temporary impairment as of July 29, 2017. The use of different assumptions would result in a different valuation and related temporary impairment charge.

11

Changes in the fair value of the Company’s financial assets measured at fair value on a recurring basis are as follows:

	Twenty-Six Weeks Ended July 29, 2017
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-Sale Securities			Trading Securities
	Auction-rate Securities			Mutual Funds		Total
Balance, beginning of year	$	1,625		$	—	$	1,625
Total gains and losses:
Included in net income	—			—		—
Included in other comprehensive income	5			—		5
Purchases, Issuances, Sales, and Settlements:
Sales	(75		)	—		(75		)
Balance, end of quarter	$	1,555		$	—	$	1,555

	Twenty-Six Weeks Ended July 30, 2016
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-Sale Securities			Trading Securities
	Auction-rate Securities			Mutual Funds		Total
Balance, beginning of year	$	7,265		$	—	$	7,265
Total gains and losses:
Included in net income	(45		)	—		(45		)
Included in other comprehensive income	244			—		244
Purchases, Issuances, Sales, and Settlements:
Sales	(4,480		)	—		(4,480		)
Balance, end of quarter	$	2,984		$	—	$	2,984

There were no transfers of securities between Levels 1, 2, or 3 during the twenty-six week periods ended July 29, 2017 or July 30, 2016. The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period in which the transfer occurred.

The carrying value of cash equivalents approximates fair value due to the low level of risk these assets present and their relatively liquid nature, particularly given their short maturities. The Company also holds certain financial instruments that are not carried at fair value on the condensed consolidated balance sheets, including held-to-maturity securities. Held-to-maturity securities consist primarily of state and municipal bonds. The fair values of these debt securities are based on quoted market prices and yields for the same or similar securities, which the Company determined to be Level 2 inputs. As of July 29, 2017, the fair value of held-to-maturity securities was $50,769 compared to the carrying amount of $50,764. As of January 28, 2017, the fair value of held-to-maturity securities was $53,316 compared to the carrying amount of $53,324.

12

The carrying values of receivables, accounts payable, accrued expenses, and other current liabilities approximates fair value because of their short-term nature. From time to time, the Company measures certain assets at fair value on a non-recurring basis, specifically long-lived assets evaluated for impairment. These are typically store specific assets, which are reviewed for impairment when circumstances indicate impairment may exist due to the questionable recoverability of the carrying values of long-lived assets. If expected future cash flows related to a store’s assets are less than their carrying value, an impairment loss would be recognized for the difference between the carrying value and the estimated fair value of the store's assets. The fair value of the store's assets is estimated utilizing an income-based approach based on the expected cash flows over the remaining life of the store's lease. The amount of impairment related to long-lived assets was immaterial as of both July 29, 2017 and January 28, 2017.

6. Supplemental Cash Flow Information

The Company had non-cash investing activities during the twenty-six week periods ended July 29, 2017 and July 30, 2016 of $151 and ($1,009), respectively. The non-cash investing activity relates to the change in the balance of unpaid purchases of property, plant, and equipment included in accounts payable as of the end of the period. The liability for unpaid purchases of property, plant, and equipment included in accounts payable was $496 and $647 as of July 29, 2017 and January 28, 2017, respectively. Amounts reported as unpaid purchases are recorded as cash outflows from investing activities for purchases of property, plant, and equipment in the condensed consolidated statement of cash flows in the period they are paid.

Additional cash flow information for the Company includes cash paid for income taxes during the twenty-six week periods ended July 29, 2017 and July 30, 2016 of $34,826 and $43,951, respectively.

7. Stock-Based Compensation

The Company has several stock option plans which allow for granting of stock options to employees, executives, and directors. The Company has not granted any stock options since fiscal 2008 and there are currently no stock options outstanding. The Company also has a restricted stock plan that allows for the granting of non-vested shares of common stock to employees and executives and a restricted stock plan that allows for the granting of non-vested shares of common stock to non-employee directors. As of July 29, 2017, 634,386 shares were available for grant under the Company’s various restricted stock plans, of which 573,262 shares were available for grant to executive officers.

Compensation expense was recognized during fiscal 2017 and fiscal 2016 for equity-based grants, based on the grant date fair value of the awards. The fair value of grants of non-vested common stock awards is the stock price on the date of grant.

Information regarding the impact of compensation expense related to grants of non-vested shares of common stock is as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Stock-based compensation expense, before tax	$	1,580	$	1,792	$	3,226	$	3,673
Stock-based compensation expense, after tax	$	995	$	1,129	$	2,032	$	2,314

Non-vested shares of common stock granted during the twenty-six week periods ended July 29, 2017 and July 30, 2016 were granted pursuant to the Company’s 2005 Restricted Stock Plan and the Company’s 2008 Director Restricted Stock Plan. Shares granted under the 2005 Plan are typically "performance based" and vest over a period of four years, only upon certification by the Compensation Committee of the Board of Directors that the Company has achieved its pre-established performance targets for the fiscal year. Certain shares granted under the 2005 Plan, however, are "non-performance based" and vest over a period of four years without being subject to the achievement of performance targets. Shares granted under the 2008 Director Plan vest 25% on the date of grant and then in equal portions on each of the first three anniversaries of the date of grant.

13

A summary of the Company’s stock-based compensation activity related to grants of non-vested shares of common stock for the twenty-six week period ended July 29, 2017 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Non-Vested - beginning of year	445,299		$	33.98
Granted	363,450		20.55
Forfeited	(141,530	)	28.36
Vested	(40,980	)	30.92
Non-Vested - end of quarter	626,239		$	27.66

As of July 29, 2017, there was $8,525 of unrecognized compensation expense related to grants of non-vested shares. It is expected that this expense will be recognized over a weighted average period of approximately 2.1 years. The total fair value of shares vested during the twenty-six week periods ended July 29, 2017 and July 30, 2016 was $776 and $1,262, respectively. During the twenty-six week period ended July 29, 2017, 137,400 shares (representing one-half of the "performance based" shares granted during fiscal 2016 under the 2005 Restricted Stock Plan) were forfeited because the Company did not achieve all of the performance targets established for the fiscal 2016 grants.

8. Recently Issued Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the provisions of this ASU in the first quarter of fiscal 2017 and it did not have a material effect on its consolidated results of operations and financial position.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and classifications in the statement of cash flows. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted the provisions of this ASU in the first quarter of fiscal 2017 and it did not have a material effect on its consolidated results of operations and financial position.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. The new standard will become effective for the Company beginning with the first quarter of fiscal 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. Through its continuing evaluation of the impact of this ASU, the Company anticipates the adoption will affect the income statement classification of gift card and gift certificate breakage, the timing of revenue recognition for sales of merchandise shipped to customers, and the presentation of the allowance for estimated sales returns. The Company plans to adopt this ASU in the first quarter of fiscal 2018 using the modified retrospective transition method and is continuing to evaluate the impacts this ASU and related disclosures will have on its consolidated results of operations and financial position.

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In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU replaces the existing guidance in ASC 840, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and requires retrospective application. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position, but does expect that it will result in a significant increase in both assets and liabilities related to the Company's leases for retail store locations.

9. Commitments and Contingencies

Data Security Incident

On June 16, 2017, the Company announced that it became aware that it was a victim of a data security incident in which a criminal entity accessed certain guest credit card information following purchases at some of the Company's retail stores between October 28, 2016 and April 14, 2017. The Company immediately launched a thorough investigation and engaged leading third-party forensic experts to review its systems and secure the affected part of its network. Through that investigation, the Company learned that its store payment data systems were infected with a form of malicious code, which was quickly removed. The Company has taken actions that it believes have contained the issue and has implemented additional security enhancements, and will continue to work vigilantly to pursue this matter to resolution. Based on the forensic investigation, the Company believes that no social security numbers, email addresses, or physical addresses were obtained by those criminally responsible. There is also no evidence that the buckle.com website or buckle.com guests were impacted.

Buckle self-reported the issue to the payment card brands and is cooperating fully with the card brands, their forensic experts, and law enforcement and the investigation is continuing. At this time, it is not possible to reasonably estimate the amount of any potential assessments, fines, penalties, or other liabilities in connection with this incident.

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THE BUCKLE, INC.

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 notes thereto of the Company included in this Form 10-Q. All references herein to the “Company”, “Buckle”, “we”, “us”, or similar terms refer to The Buckle, Inc. and its subsidiary. The following is management’s discussion and analysis of certain significant factors which have affected the Company’s financial condition and results of operations during the periods included in the accompanying condensed consolidated financial statements.

EXECUTIVE OVERVIEW

Company management considers the following items to be key performance indicators in evaluating Company performance.

Comparable Store Sales – Stores are deemed to be comparable stores if they were open in the prior year on the first day of the fiscal period being presented. Stores which have been remodeled, expanded, and/or relocated, but would otherwise be included as comparable stores, are not excluded from the comparable store sales calculation. Online sales are included in comparable store sales. Management considers comparable store sales to be an important indicator of current Company performance, helping leverage certain fixed costs when results are positive. Negative comparable store sales results could reduce net sales and have a negative impact on operating leverage, thus reducing net earnings.

Net Merchandise Margins – Management evaluates the components of merchandise margin including initial markup and the amount of markdowns during a period. Any inability to obtain acceptable levels of initial markups or any significant increase in the Company’s use of markdowns could have an adverse effect on the Company’s gross margin and results of operations.

Operating Margin – Operating margin is a good indicator for management of the Company’s success. Operating margin can be positively or negatively affected by comparable store sales, merchandise margins, occupancy costs, and the Company’s ability to control operating costs.

Cash Flow and Liquidity (working capital) – Management reviews current cash and short-term investments along with cash flow from operating, investing, and financing activities to determine the Company’s short-term cash needs for operations and expansion. The Company believes that existing cash, short-term investments, and cash flow from operations will be sufficient to fund current and long-term anticipated capital expenditures and working capital requirements for the next several years.

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RESULTS OF OPERATIONS

The following table sets forth certain financial data expressed as a percentage of net sales and the percentage change in the dollar amount of such items compared to the prior period:

	Percentage of Net Sales						Percentage of Net Sales
	For Thirteen Weeks Ended				Percentage		For Twenty-Six Weeks Ended				Percentage
	July 29, 2017		July 30, 2016		Increase/(Decrease)		July 29, 2017		July 30, 2016		Increase/(Decrease)
Net sales	100.0	%	100.0	%	(7.8	)%	100.0	%	100.0	%	(10.5	)%
Cost of sales (including buying, distribution, and occupancy costs)	62.1	%	62.3	%	(8.1	)%	61.8	%	61.7	%	(10.3	)%
Gross profit	37.9	%	37.7	%	(7.2	)%	38.2	%	38.3	%	(10.7	)%
Selling expenses	23.9	%	21.7	%	1.3	%	22.9	%	20.5	%	—	%
General and administrative expenses	5.1	%	4.6	%	3.2	%	4.9	%	4.5	%	(3.2	)%
Income from operations	8.9	%	11.4	%	(27.7	)%	10.4	%	13.3	%	(29.8	)%
Other income, net	0.5	%	0.2	%	51.1	%	0.5	%	0.2	%	82.9	%
Income before income taxes	9.4	%	11.6	%	(25.8	)%	10.9	%	13.5	%	(28.0	)%
Provision for income taxes	3.5	%	4.3	%	(25.8	)%	4.1	%	5.0	%	(28.0	)%
Net income	5.9	%	7.3	%	(25.8	)%	6.8	%	8.5	%	(28.0	)%

Net sales decreased from $212.2 million in the second quarter of fiscal 2016 to $195.7 million in the second quarter of fiscal 2017, a 7.8% decrease. Comparable store net sales for the thirteen week quarter ended July 29, 2017 decreased 7.7% from comparable store net sales for the prior year thirteen week period ended July 30, 2016. The comparable store sales decline for the quarter was primarily attributable to a 2.9% reduction in the number of transactions at comparable stores during the quarter and a 6.1% reduction in the average retail price per piece of merchandise sold; which were partially offset by a 1.3% increase in the average number of units sold per transaction. Total net sales for the quarter were also impacted by the Company's closing of 6 stores during fiscal 2016 and 5 stores during the first quarter of fiscal 2017. Online sales for the quarter decreased 4.5% to $19.5 million for the thirteen week period ended July 29, 2017 compared to $20.4 million for the thirteen week period ended July 30, 2016.

Net sales decreased from $455.7 million for the first two quarters of fiscal 2016 to $407.9 million for the first two quarters of fiscal 2017, a 10.5% decrease. Comparable store net sales for the twenty-six week period ended July 29, 2017 decreased 10.3% from comparable store net sales for prior year twenty-six week period ended July 30, 2016. The comparable store sales decline for the twenty-six week period was primarily attributable to a 6.3% reduction in the number of transactions at comparable stores during the period and a 6.5% reduction in the average retail price per piece of merchandise sold; which were partially offset by a 2.1% increase in the average number of units sold per transaction. Total net sales for the quarter were also impacted by the Company's closing of 6 stores during fiscal 2016 and 5 stores during the first quarter of fiscal 2017. Online sales for the year-to-date period decreased 6.0% to $41.3 million for the twenty-six week period ended July 29, 2017 compared to $43.9 million for the twenty-six week period ended July 30, 2016. Average sales per square foot decreased 11.5% from $174.72 for the twenty-six week period ended July 30, 2016 to $154.56 for the twenty-six week period ended July 29, 2017. Total square footage as of July 29, 2017 was 2.373 million compared to 2.397 million as of July 30, 2016.

The Company's average retail price per piece of merchandise sold decreased $2.85, or 6.1%, during the second quarter of fiscal 2017 compared to the second quarter of fiscal 2016. This $2.85 decrease was primarily attributable to the following changes (with their corresponding effect on the overall average price per piece): a 5.9% reduction in average denim price points (-$0.87), a 4.1% reduction in average knit shirt price points (-$0.48), a 7.9% reduction in average shorts price points (-$0.47), and a reduction in average price points for certain other merchandise categories (-$0.30); which were further impacted by a shift in the merchandise mix (-$0.73). These changes are primarily a reflection of merchandise shifts in terms of brands and product styles, fabrics, details, and finishes.

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For the year-to-date period, the Company's average retail price per piece of merchandise sold decreased $3.16, or 6.5%, compared to the same period in fiscal 2016. This $3.16 decrease was primarily attributable to the following changes (with their corresponding effect on the overall average price per piece): a 6.7% reduction in average denim price points (-$1.22), a 3.6% reduction in average knit shirt price points (-$0.40), a 7.7% reduction in average shorts price points (-$0.39), a 6.8% reduction in average footwear price points (-$0.21), and a reduction in average price points for certain other merchandise categories (-$0.35); which were further impacted by a shift in the merchandise mix (-$0.59). These changes are primarily a reflection of merchandise shifts in terms of brands and product styles, fabrics, details, and finishes.

Gross profit after buying, distribution, and occupancy expenses decreased from $79.9 million in the second quarter of fiscal 2016 to $74.1 million in the second quarter of fiscal 2017, a 7.2% decrease. As a percentage of net sales, gross profit increased from 37.7% in the second quarter of fiscal 2016 to 37.9% in the second quarter of fiscal 2017. The increase was primarily attributable to an increase in merchandise margins (1.00%, as a percentage of net sales) and also benefited by the elimination of the impact of the Company's old Primo Card loyalty program as it was phased out during fiscal 2016 (1.00%, as a percentage of net sales), which were partially offset by deleveraged occupancy, buying, and distribution expenses as a result of the comparable store sales decline (1.80%, as a percentage of net sales). The Company continued to support two loyalty programs throughout fiscal 2016, after the launch of the Company's new Guest Loyalty program during the fiscal quarter ended April 30, 2016.

Year-to-date, gross profit decreased from $174.6 million for the twenty-six week period ended July 30, 2016 to $155.9 million for the twenty-six week period ended July 29, 2017, a 10.7% decrease. As a percentage of net sales, gross profit declined from 38.3% for the first two quarters of fiscal 2016 to 38.2% for the first two quarters of fiscal 2017. The decrease was primarily attributable to deleveraged occupancy, buying, and distribution expenses as a result of the comparable store sales decline (2.50%, as a percentage of net sales), which was partially offset by an increase in merchandise margins (0.90%, as a percentage of net sales) and the benefit related to the elimination of the impact of the Company's old Primo Card loyalty program as it was phased out during fiscal 2016 (1.50%, as a percentage of net sales).

Selling expenses increased from $46.1 million in the second quarter of fiscal 2016 to $46.7 million in the second quarter of fiscal 2017, a 1.3% increase. As a percentage of net sales, selling expenses increased from 21.7% in the second quarter of fiscal 2016 to 23.9% in the second quarter of fiscal 2017. The second quarter increase was primarily attributable to increases in store payroll expense (1.35%, as a percentage of net sales), online fulfillment and marketing expenses (0.70%, as a percentage of net sales), and certain other selling expenses (0.15%, as a percentage of net sales).

Year-to-date, selling expenses remained steady at $93.6 million for the first two quarters of both fiscal 2016 and fiscal 2017. As a percentage of net sales, selling expenses increased from 20.5% in fiscal 2016 to 22.9% in fiscal 2017. The year-to-date increase was primarily attributable to increases in store payroll expense (1.40%, as a percentage of net sales), online fulfillment and marketing expenses (0.75%, as a percentage of net sales), and certain other selling expenses (0.25%, as a percentage of net sales).

General and administrative expenses increased from $9.7 million in the second quarter of fiscal 2016 to $10.0 million in the second quarter of fiscal 2017, a 3.2% increase. As a percentage of net sales, general and administrative expenses increased from 4.6% in the second quarter of fiscal 2016 to 5.1% in the second quarter of fiscal 2017. The increase was primarily attributable to increased professional and consulting fees.

Year-to-date, general and administrative expenses decreased from $20.5 million for the first two quarters of fiscal 2016 to $19.8 million for the first two quarters of fiscal 2017, a 3.2% decrease. As a percentage of net sales, general and administrative expenses increased from 4.5% in fiscal 2016 to 4.9% in fiscal 2017. The increase was primarily attributable to increased professional and consulting fees.

As a result of the above changes, the Company's income from operations was $17.4 million in the second quarter of fiscal 2017 compared to $24.1 million in the second quarter of fiscal 2016. Income from operations was 8.9% of net sales in the second quarter of fiscal 2017 compared to 11.4% of net sales in the second quarter of fiscal 2016.

Year-to-date, income from operations was $42.5 million for the twenty-six week period ended July 29, 2017 compared to $60.5 million for the twenty-six week period ended July 30, 2016. Income from operations was 10.4% of net sales for the first two quarters of fiscal 2017 compared to 13.3% of net sales for the first two quarters of fiscal 2016.

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Other income increased from $0.6 million in the second quarter of fiscal 2016 to $0.9 million in the second quarter of fiscal 2017. Other income for the year-to-date period increased from $1.0 million for the twenty-six week period ended July 30, 2016 to $1.8 million for the twenty-six week period ended July 29, 2017. The Company's other income is derived primarily from investment income related to the Company's cash and investments.

Income tax expense as a percentage of pre-tax income was 37.3% in both the second quarter of fiscal 2017 and the second quarter of fiscal 2016, bringing net income to $11.5 million in the second quarter of fiscal 2017 compared to $15.5 million in the second quarter of fiscal 2016.

Income tax expense as a percentage of pre-tax income was also 37.3% for both the first two quarters of fiscal 2017 and the first two quarters of fiscal 2016, bringing year-to-date net income to $27.8 million for fiscal 2017 compared to $38.6 million for fiscal 2016.

LIQUIDITY AND CAPITAL RESOURCES

As of July 29, 2017, the Company had working capital of $302.0 million, including $195.6 million of cash and cash equivalents and $48.2 million of short-term investments. The Company's cash receipts are generated from retail sales and from investment income, and the Company's primary ongoing cash requirements are for inventory, payroll, occupancy costs, dividend payments, new store expansion, remodeling, and other capital expenditures. Historically, the Company's primary source of working capital has been cash flow from operations. During the first two quarters of fiscal 2017 and fiscal 2016, the Company's cash flow from operations was $29.0 million and $44.4 million, respectively.

The uses of cash for both twenty-six week periods primarily include payment of annual bonuses accrued at fiscal year end, changes in inventory and accounts payable for inventory purchases, dividend payments, construction costs for new and remodeled stores, other capital expenditures, and purchases of investment securities.

During the first two quarters of fiscal 2017 and 2016, the Company invested $6.7 million and $15.8 million, respectively, in new store construction, store renovation, and store technology upgrades. The Company also spent $0.5 million and $1.2 million in the first two quarters of fiscal 2017 and 2016, respectively, in capital expenditures for the corporate headquarters and distribution facility.

During the remainder of fiscal 2017, the Company anticipates completing one additional store construction project, which includes one additional new store opening. Management estimates that total capital expenditures during fiscal 2017 will be approximately $15.0 to $20.0 million, which includes primarily planned new store and store remodeling projects and technology investments. The Company believes that existing cash and cash equivalents, investments, and cash flow from operations will be sufficient to fund current and long-term anticipated capital expenditures and working capital requirements for the next several years. The Company has a consistent record of generating positive cash flow from operations each year and, as of July 29, 2017, had total cash and investments of $262.1 million, including $18.3 million of long-term investments. The Company does not currently have plans for a merger or acquisition and has fairly consistent plans for new store expansion and remodels. Based upon past results and current plans, management does not anticipate any large swings in the Company's need for cash in the upcoming years.

Future conditions, however, may reduce the availability of funds based upon factors such as a decrease in demand for the Company's product, change in product mix, competitive factors, and general economic conditions as well as other risks and uncertainties which would reduce the Company's sales, net profitability, and cash flows. Also, the Company's acceleration in store openings and/or remodels or the Company entering into a merger, acquisition, or other financial related transaction could reduce the amount of cash available for further capital expenditures and working capital requirements.

The Company has available an unsecured line of credit of $25.0 million with Wells Fargo Bank, N.A. for operating needs and letters of credit. The line of credit agreement has an expiration date of July 31, 2019 and provides that $10.0 million of the $25.0 million line is available for letters of credit. Borrowings under the line of credit provide for interest to be paid at a rate based on LIBOR. The Company has, from time to time, borrowed against these lines of credit. There were no bank borrowings during the first two quarters of fiscal 2017 or 2016. The Company had no bank borrowings as of July 29, 2017 and was in compliance with the terms and conditions of the line of credit agreement.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon The Buckle, Inc.’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires that management make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the financial statement date, and the reported amounts of sales and expenses during the reporting period. The Company regularly evaluates its estimates, including those related to inventory, investments, incentive bonuses, and income taxes. Management bases its estimates on past experience and on various other factors that are thought to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes that the estimates and judgments used in preparing these consolidated financial statements were the most appropriate at that time. Presented below are those critical accounting policies that management believes require subjective and/or complex judgments that could potentially affect reported results of operations. The critical accounting policies and estimates utilized by the Company in the preparation of its condensed consolidated financial statements for the period ended July 29, 2017 have not changed materially from those utilized for the fiscal year ended January 28, 2017, included in The Buckle Inc.’s 2016 Annual Report on Form 10-K.

1. Revenue Recognition. Retail store sales are recorded upon the purchase of merchandise by customers. Online sales are recorded when merchandise is delivered to the customer, with the time of delivery being based on estimated shipping time from the Company’s distribution center to the customer. Shipping fees charged to customers are included in revenue and shipping costs are included in selling expenses. The Company recognizes revenue from sales made under its layaway program upon delivery of the merchandise to the customer. Revenue is not recorded when gift cards and gift certificates are sold, but rather when a card or certificate is redeemed for merchandise. A current liability for unredeemed gift cards and certificates is recorded at the time the card or certificate is purchased. The liability recorded for unredeemed gift certificates and gift cards was $15.7 million and $21.2 million as of July 29, 2017 and January 28, 2017, respectively. The amounts of the gift certificate and gift card liabilities are determined using the outstanding balances from the prior three and four years of issuance, respectively. The Company records breakage as other income when the probability of redemption is remote, based on historical issuance and redemption patterns.

The Company establishes a liability for estimated merchandise returns based upon the historical average sales return percentage. Customer returns could potentially exceed the historical average, thus reducing future net sales results and potentially reducing future net earnings. The accrued liability for reserve for sales returns was $0.9 million as of July 29, 2017 and $0.7 million as of January 28, 2017. Sales tax collected from customers is excluded from revenue and is included as part of “accrued store operating expenses” on the Company's condensed consolidated balance sheets.

In fiscal 2016, the Company launched a new Guest Loyalty program that allows participating guests to earn points for every qualifying purchase, which (after achievement of certain point thresholds) are redeemable as a discount off a future purchase. Reported revenue is net of both reward redemptions and accruals for estimated future rewards earned under the Guest Loyalty program. A liability has been recorded for future rewards based on the Company's estimate of how many earned points will turn into rewards and ultimately be redeemed prior to expiration. As of July 29, 2017 and January 28, 2017, $8.7 million and$8.9 million was included in "accrued store operating expenses" as a liability for estimated future rewards.

2. Inventory. Inventory is valued at the lower of cost or net realizable value. Cost is determined using an average cost method that approximates the first-in, first-out (FIFO) method. Management makes adjustments to inventory and cost of goods sold, based upon estimates, to account for merchandise obsolescence and markdowns that could affect net realizable value, based on assumptions using calculations applied to current inventory levels within each different markdown level. Management also reviews the levels of inventory in each markdown group and the overall aging of the inventory versus the estimated future demand for such product and the current market conditions. Such judgments could vary significantly from actual results, either favorably or unfavorably, due to fluctuations in future economic conditions, industry trends, consumer demand, and the competitive retail environment. Such changes in market conditions could negatively impact the sale of markdown inventory, causing further markdowns or inventory obsolescence, resulting in increased cost of goods sold from write-offs and reducing the Company’s net earnings. The adjustment to inventory for markdowns and/or obsolescence was $12.2 million as of July 29, 2017 and $11.4 million as of January 28, 2017. The Company is not aware of any events, conditions, or changes in demand or price that would indicate that its inventory valuation may not be materially accurate at this time.

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3. Income Taxes. The Company records a deferred tax asset and liability for expected future tax consequences resulting from temporary differences between financial reporting and tax bases of assets and liabilities. The Company considers future taxable income and ongoing tax planning in assessing the value of its deferred tax assets. If the Company determines that it is more than likely that these assets will not be realized, the Company would reduce the value of these assets to their expected realizable value, thereby decreasing net income. Estimating the value of these assets is based upon the Company’s judgment. If the Company subsequently determined that the deferred tax assets, which had been written down, would be realized in the future, such value would be increased. Adjustment would be made to increase net income in the period such determination was made.

4. Operating Leases. The Company leases retail stores under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses, and/or contingent rent provisions. For purposes of recognizing lease incentives and minimum rental expense on a straight-line basis over the terms of the leases, the Company uses the date of initial possession to begin amortization, which is generally when the Company enters the space and begins to make improvements in preparation of intended use. For tenant improvement allowances and rent holidays, the Company records a deferred rent liability on the condensed consolidated balance sheets and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the condensed consolidated statements of income.

For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, the Company records minimum rental expense on a straight-line basis over the terms of the leases on the condensed consolidated statements of income. Certain leases provide for contingent rents, which are determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability on the condensed consolidated balance sheets and the corresponding rent expense when specified levels have been achieved or are reasonably probable to be achieved.

5. Investments. Investments classified as short-term investments include securities with a maturity of greater than three months and less than one year. Available-for-sale securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity (net of the effect of income taxes), using the specific identification method, until they are sold. Held-to-maturity securities are reported at amortized cost. Trading securities are reported at fair value, with unrealized gains and losses included in earnings, using the specific identification method.

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND COMMERCIAL COMMITMENTS

As referenced in the table below, the Company has contractual obligations and commercial commitments that may affect the financial condition of the Company. Based on management’s review of the terms and conditions of its contractual obligations and commercial commitments, there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur which would have a material effect on the Company’s financial condition, results of operations, or cash flows.

In addition, the commercial obligations and commitments made by the Company are customary transactions which the Company believes to be similar to those of other comparable retail companies. The operating lease obligations shown in the table below represent future cash payments to landlords required to fulfill the Company’s minimum rent requirements. Such amounts are actual cash requirements by year and are not reported net of any tenant improvement allowances received from landlords.

The following table identifies the material obligations and commitments as of July 29, 2017:

	Payments Due by Period
Contractual obligations (dollar amounts in thousands):	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Purchase obligations	$	14,743	$	4,710	$	5,475	$	3,675	$	883
Deferred compensation	14,167		—		—		—		14,167
Operating leases	330,036		65,733		108,213		73,940		82,150
Total contractual obligations	$	358,946	$	70,443	$	113,688	$	77,615	$	97,200

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The Company has available an unsecured line of credit of $25.0 million, which is excluded from the preceding table. The line of credit agreement has an expiration date of July 31, 2019 and provides that $10.0 million of the $25.0 million line is available for letters of credit. Certain merchandise purchase orders require that the Company open letters of credit. When the Company takes possession of the merchandise, it releases payment on the letters of credit. The amounts of outstanding letters of credit reported reflect the open letters of credit on merchandise ordered, but not yet received or funded. The Company believes it has sufficient credit available to open letters of credit for merchandise purchases. There were no bank borrowings during the first two quarters of fiscal 2017 or the first two quarters of fiscal 2016. The Company had outstanding letters of credit totaling $3.5 million and $1.8 million as of July 29, 2017 and January 28, 2017, respectively. The Company has no other off-balance sheet arrangements.

SEASONALITY AND INFLATION

The Company's business is seasonal, with the holiday season (from approximately November 15 to December 30) and the back-to-school season (from approximately July 15 to September 1) historically contributing the greatest volume of net sales. For fiscal years 2016, 2015, and 2014, the holiday and back-to-school seasons accounted for approximately 35% of the Company's fiscal year net sales. Although the operations of the Company are influenced by general economic conditions, the Company does not believe that inflation has had a material effect on the results of operations during the twenty-six week periods ended July 29, 2017 and July 30, 2016. Quarterly results may vary significantly depending on a variety of factors including the timing and amount of sales and costs associated with the opening of new stores, the timing and level of markdowns, the timing of store closings, the remodeling of existing stores, competitive factors, and general economic conditions.

FORWARD LOOKING STATEMENTS

Information in this report, other than historical information, may be considered to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Act”). Such statements are made in good faith by the Company pursuant to the safe-harbor provisions of the 1995 Act. In connection with these safe-harbor provisions, this management’s discussion and analysis contains certain forward-looking statements, which reflect management’s current views and estimates of future economic conditions, Company performance, and financial results. The statements are based on many assumptions and factors that could cause future results to differ materially. Such factors include, but are not limited to, changes in product mix, changes in fashion trends, competitive factors, and general economic conditions, economic conditions in the retail apparel industry, as well as other risks and uncertainties inherent in the Company’s business and the retail industry in general. Any changes in these factors could result in significantly different results for the Company. The Company further cautions that the forward-looking information contained herein is not exhaustive or exclusive. The Company does not undertake to update any forward-looking statements, which may be made from time to time by or on behalf of the Company.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk - To the extent that the Company borrows under its line of credit facility, the Company would be exposed to market risk related to changes in interest rates. As of July 29, 2017, no borrowings were outstanding under the line of credit facility. The Company is not a party to any derivative financial instruments. Additionally, the Company is exposed to market risk related to interest rate risk on the cash and investments in interest-bearing securities. These investments have carrying values that are subject to interest rate changes that could impact earnings to the extent that the Company did not hold the investments to maturity. If there are changes in interest rates, those changes would also affect the investment income the Company earns on its cash and investments. For each one-quarter percent decline in the interest/dividend rate earned on cash and investments (approximately a 50% change in the rate earned), the Company’s net income would decrease approximately $0.5 million, or less than $0.01 per share. This amount could vary based upon the number of shares of the Company’s stock outstanding and the level of cash and investments held by the Company.

Other Market Risk – As of July 29, 2017, the Company held $1.7 million, at par value, of investments in auction-rate securities (“ARS”). The Company concluded that a $0.1 million temporary impairment existed related to these securities as of July 29, 2017. Given current market conditions in the ARS market, the Company may incur additional temporary or other-than-temporary impairment in the future if market conditions persist and the Company is unable to recover the cost of its investments in ARS.

22

ITEM 4 – CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that material information, which is required to be timely disclosed, is accumulated and communicated to management in a timely manner. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information required to be disclosed by the Company in the Company’s reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms.

Change in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

23

THE BUCKLE, INC.

PART II -- OTHER INFORMATION

Item 1.    Legal Proceedings:    None

Item 1A. Risk Factors:

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

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

The following table sets forth information concerning purchases made by the Company of its common stock for each of the months in the fiscal quarter ended July 29, 2017:

	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans
Apr. 30, 2017 to May 27, 2017	-	-	-	440,207
May. 28, 2017 to Jul. 1, 2017	-	-	-	440,207
Jul. 2, 2017 to Jul. 29, 2017	-	-	-	440,207
	-	-	-

The Board of Directors authorized a 1,000,000 share repurchase plan on November 20, 2008. The Company has 440,207 shares remaining to complete this authorization.

Item 3.    Defaults Upon Senior Securities:        None

Item 4.    Mine Safety Disclosures:        None

Item 5.    Other Information:    None

Item 6.    Exhibits:

Exhibit 3.1	Articles of Incorporation of The Buckle, Inc. as amended
Exhibit 10.1	Revolving Line of Credit Note and Third Amendment to Credit Agreement, dated June 30, 2017 between The Buckle, Inc. and Buckle Brands, Inc. and Wells Fargo Bank, N.A. for a $25.0 million line of credit
Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101	The following materials from The Buckle, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Comprehensive Income; (iv) Condensed Consolidated Statements of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

24

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.

			THE BUCKLE, INC.
Date:	September 7, 2017	By:	/s/  DENNIS H. NELSON
			DENNIS H. NELSON,
			President and CEO
			(principal executive officer)
Date:	September 7, 2017	By:	/s/  THOMAS B. HEACOCK
			THOMAS B. HEACOCK,
			Vice President of Finance, Treasurer, and CFO
			(principal accounting officer)

25

Exhibit Index

Exhibit 3.1	Articles of Incorporation of The Buckle, Inc. as amended
Exhibit 10.1	Revolving Line of Credit Note and Third Amendment to Credit Agreement, dated June 30, 2017 between The Buckle, Inc. and Buckle Brands, Inc. and Wells Fargo Bank, N.A. for a $25.0 million line of credit
Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101	The following materials from The Buckle, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Comprehensive Income; (iv) Condensed Consolidated Statements of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

26

EX-3.1

EXHIBIT 3.1

ARTICLES OF INCORPORATION

AS AMENDED

KNOW ALL MEN BY THESE PRESENTS:

I.

The name of this corporation shall be “The Buckle, Inc.”

II.

The principal place of transacting the business of said corporation shall be in Kearney, Buffalo County, Nebraska.

III.

The purpose of the Corporation and the general nature of the business to be conducted by the Corporation shall be the transaction of any and all lawful business for which corporations may be incorporated under the provisions of the Nebraska Business Act.

IV.

The existence of said corporation is to commence upon the filing of these Articles of Incorporation, and said corporation is to be perpetual in existence.

V.

The private property of the stockholders of said corporation shall not be subject to the payment of the debts of said corporation.

VI.

The authorized capital stock of said corporation shall be $1,000,000.00 divided into 100,000,000 shares of $.01 par value each. All presently issued and outstanding shares of Common Stock having a par value of $.05 per share are automatically converted into an equal number of shares of Common Stock having a par value of $.01 per share. The amount of stated capital of the Company is decreased from $729,561 to $145,902. Shareholders shall NOT have any preemptive rights to acquire unissued shares of stock of the Corporation.

VII.

That National Registered Agents, Inc. of Lincoln, Lancaster County, Nebraska, shall be resident agent of said corporation.

VIII.

The business of said corporation shall be conducted and managed by a board of directors of not less than three (3) members to be elected by the stockholders and to hold their offices for one year and until their successors are elected and qualify, such election to take place at such time and be conducted in such manner as shall be prescribed by the by-laws of said corporation. Until other directors are elected by the stockholders, David J. Hirschfeld, Lillian Hirschfeld and Ivan D. Mills shall constitute such board of directors.

IX.

The officers of said corporation shall be a president, vice president, and secretary and treasurer, who shall be chosen by the board of directors, and who shall hold office for the period of one year and until their successors shall be elected and qualified. The secretary and treasurer may be one and the same person. Until the officers of said corporation are elected and qualified, as above provided, the following named persons shall constitute the officers of said corporation, to wit:

David J. Hirschfeld    President

Lillian Hirschfeld        Vice President

Ivan D. Mills        Secretary and Treasurer

X.

The manner of holding meetings of stockholders for the purpose of electing officers and the method of conducting the business of the corporation, shall be as prescribed in the by-laws of said corporation; that the by-laws of said corporation shall be adopted by the board of directors and may be amended by a majority vote of said board of directors.

XI.

A director of the corporation shall have no personal liability to the corporation or to the shareholders of the corporation for money damages for any action taken, or for any failure to take any action, as a director of the corporation, except liability for (a) the amount of a financial benefit received by such director to which such director is not entitled, (b) an intentional infliction of harm on the corporation or the shareholders of the corporation, (c) a violation of Section 21-2,104 of the Nebraska Model Business Corporation Act, and (d) an intentional violation of criminal law. If the Nebraska Model Business Corporation Act hereafter is amended to authorize further limitations on or eliminations of the personal liability of a director of a corporation incorporated under the Nebraska Model Business Corporation Act, then the personal liability of each director of the corporation shall be limited to eliminated to the fullest extent permitted by the Nebraska Model Business Corporation Act as so amended from time to time.

XII.

The corporation shall, and by virtue of the provisions of this Article XII is obligated to, indemnify each director of the corporation to the fullest extent permitted by law in accordance with Section 21-2,111 of the Nebraska Model Business Corporation Act for liability, as defined in Section 21-2,110 of the Nebraska Model Business Corporation Act, to any person for any action taken, or any failure to take any action, as a director of the corporation except liability for (a) receipt of a financial benefit to which such director is not entitled, (b) an intentional infliction of harm on the corporation or the shareholders of the corporation, (c) a violation of Section 21-2,104 of the Nebraska Model Business Corporation Act, and (d) an intentional violation of criminal law. The foregoing provisions of this Article XII shall be deemed to satisfy the requirements for authorization referred to in Subsection (c) of Section 21-2,113 and in Subsection (c) of Section 21-2,115 of the Nebraska Model Business Corporation Act and shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Section 21-2,113 of the Nebraska Model Business Corporation Act to the fullest extent permitted by law.

XIII.

Special meetings of the shareholders, for any purpose, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than 25% of all the outstanding shares of the corporation entitled to vote at the meeting in accordance with the requirements of Section 21-254 of the Nebraska Model Business Corporation Act.

EX-10.1

EXHIBIT 10.1

REVOLVING LINE OF CREDIT NOTE

$25,000,000.00	Omaha, Nebraska
	June 30, 2017

FOR VALUE RECEIVED, the undersigned THE BUCKLE, INC. and BUCKLE BRANDS, INC. ("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at MAC: N8069-020, 13625 California Street, 2^nd Floor, Omaha, Nebraska 68154 or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Twenty-Five Million Dollars ($25,000,000.00), or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

(a)    "Daily One Month LIBOR" means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period.

(b)    "LIBOR" means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as published by the ICE Benchmark Administration Limited, a United Kingdom company, at approximately 11:00 a.m., London time, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so published, then as determined by Bank from another recognized source or interbank quotation); provided, however, that if LIBOR determined as provided above would be less than zero percent (0.0%), then LIBOR shall be deemed to be zero percent (0.0%).

(c)    "London Business Day" means any day that is a day for trading by and between banks in dollar deposits in the London interbank market.

INTEREST:

(a)    Interest.The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be one and twenty-five hundredths percent (1.25%) above Daily One Month LIBOR in effect from time to time. Bank is hereby authorized to note the date and interest rate applicable to this Note and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.

(b)    Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

(c)    Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or upon the occurrence and during the continuance of an Event of Default, then at the option of Bank, in its sole and absolute discretion, the outstanding principal balance of this Note shall bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

(a)    Borrowing and Repayment of Principal. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on July 31, 2019.

(b)    Payment of Interest. Interest accrued on this Note shall be payable on the last day of each month, commencing July 31, 2017, and on the maturity date set forth above.

(c)    Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) DENNIS H. NELSON, KAREN B. RHOADS or THOMAS B. HEACOCK, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.

(d)    Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

PREPAYMENT:

Borrower may prepay principal on this Note at any time, in any amount and without penalty. If principal under this Note is payable in more than one installment, then any prepayments of principal shall be applied to the most remote principal installment or installments then unpaid.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of January 31, 2011, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

(a)    Remedies. Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of all or any interest in any real property securing this Note, if any, or upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note whether or not suit is brought, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

(b)    Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.

(c)    Governing Law. This Note shall be governed by and construed in accordance with the laws of Nebraska, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

THE BUCKLE, INC.

By: /s/ DENNIS H. NELSON        

DENNIS H. NELSON,

PRESIDENT AND CEO

BUCKLE BRANDS, INC.

By: /s/ DENNIS H. NELSON        

DENNIS H. NELSON,

PRESIDENT AND CEO

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of June 30, 2017, by and between THE BUCKLE, INC., a Nebraska corporation and BUCKLE BRANDS, INC., a Nebraska corporation (each individually, a "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Each reference herein to “Borrower” shall mean each and every party, collectively and individually, defined above as a Borrower.

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of January 31, 2011, as amended from time to time ("Credit Agreement").

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1.    Section 1.1. (a) is hereby amended by deleting "July 31, 2017" as the last day on which Bank will make advances under the Line of Credit, and by substituting for said date " July 31, 2019," with such change to be effective upon the execution and delivery to Bank of a promissory note dated as of June 30, 2017 (which promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to evidence such change.

2.    Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

3.    Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT THE PARTIES FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

		WELLS FARGO BANK
THE BUCKLE, INC		NATIONAL ASSOCIATION
By:	/s/ DENNIS H. NELSON	By:	/s/ DAVID WISE
	DENNIS H. NELSON,		DAVID WISE,
	PRESIDENT AND CEO		VICE PRESIDENT
BUCKLE BRANDS, INC.
By:	/s/ DENNIS H. NELSON
	DENNIS H. NELSON,
	PRESIDENT AND CEO

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Dennis H. Nelson, certify that:

1. I have reviewed this report of The Buckle, Inc. on Form 10-Q for the quarterly period ended July 29, 2017;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: September 7, 2017	By:	/s/  DENNIS H. NELSON
		DENNIS H. NELSON,
		President and CEO
		(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Thomas B. Heacock, certify that:

1. I have reviewed this report of The Buckle, Inc. on Form 10-Q for the quarterly period ended July 29, 2017;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: September 7, 2017	By:	/s/  THOMAS B. HEACOCK
		THOMAS B. HEACOCK,
		Vice President of Finance, Treasurer, and CFO
		(principal accounting officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Buckle, Inc. (the “Company”) on Form 10-Q for the period ended July 29, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis H. Nelson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/  DENNIS H. NELSON
	DENNIS H. NELSON,
	President and CEO
	(principal executive officer)
	September 7, 2017

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Buckle, Inc. (the “Company”) on Form 10-Q for the period ended July 29, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas B. Heacock, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/  THOMAS B. HEACOCK
	THOMAS B. HEACOCK,
	Vice President of Finance, Treasurer, and CFO
	(principal accounting officer)
	September 7, 2017

XML

Document and Entity Information - shares	6 Months Ended
	Jul. 29, 2017	Sep. 01, 2017
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 29, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Trading Symbol	BKE
Entity Registrant Name	BUCKLE INC
Entity Central Index Key	0000885245
Current Fiscal Year End Date	--02-03
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		48,844,700

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 195,614	$ 196,536
Short-term investments	48,237	49,994
Receivables	14,732	8,210
Inventory	121,671	125,694
Prepaid expenses and other assets	7,750	6,023
Total current assets	388,004	386,457
PROPERTY AND EQUIPMENT	460,250	459,359
Less accumulated depreciation and amortization	(300,419)	(290,364)
PROPERTY AND EQUIPMENT, Net	159,831	168,995
LONG-TERM INVESTMENTS	18,294	18,092
OTHER ASSETS	7,433	6,303
Total assets	573,562	579,847
CURRENT LIABILITIES:
Accounts payable	39,890	25,079
Accrued employee compensation	14,130	26,906
Accrued store operating expenses	16,328	14,695
Gift certificates redeemable	15,698	21,199
Income taxes payable	0	10,737
Total current liabilities	86,046	98,616
DEFERRED COMPENSATION	14,167	13,092
DEFERRED RENT LIABILITY	36,236	37,600
Total liabilities	136,449	149,308
COMMITMENTS
STOCKHOLDERS’ EQUITY:
Common stock, authorized 100,000,000 shares of $.01 par value; 48,844,700 and 48,622,780 shares issued and outstanding at July 29, 2017 and January 28, 2017, respectively	488	486
Additional paid-in capital	142,622	139,398
Retained earnings	294,082	290,737
Accumulated other comprehensive loss	(79)	(82)
Total stockholders’ equity	437,113	430,539
Total liabilities and stockholders' equity	$ 573,562	$ 579,847

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jul. 29, 2017	Jan. 28, 2017
Common stock, authorized (shares)	100,000,000	100,000,000
Common stock, par value (dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (shares)	48,844,700	48,622,780
Common stock, shares outstanding (shares)	48,844,700	48,622,780

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
SALES, Net of returns and allowances	$ 195,650	$ 212,157	$ 407,901	$ 455,700
COST OF SALES (Including buying, distribution, and occupancy costs)	121,511	132,275	252,045	281,089
Gross profit	74,139	79,882	155,856	174,611
OPERATING EXPENSES:
Selling	46,679	46,065	93,597	93,628
General and administrative	10,045	9,735	19,806	20,471
Total selling, general and administrative expenses	56,724	55,800	113,403	114,099
INCOME FROM OPERATIONS	17,415	24,082	42,453	60,512
OTHER INCOME, Net	899	595	1,834	1,003
INCOME BEFORE INCOME TAXES	18,314	24,677	44,287	61,515
PROVISION FOR INCOME TAXES	6,831	9,205	16,519	22,946
NET INCOME	$ 11,483	$ 15,472	$ 27,768	$ 38,569
EARNINGS PER SHARE:
Basic (dollars per share)	$ 0.24	$ 0.32	$ 0.58	$ 0.80
Diluted (dollars per share)	$ 0.24	$ 0.32	$ 0.57	$ 0.80
Basic weighted average shares	48,218	48,107	48,218	48,107
Diluted weighted average shares	48,310	48,227	48,327	48,215

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
NET INCOME	$ 11,483	$ 15,472	$ 27,768	$ 38,569
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Change in unrealized loss on investments, net of tax of $2, $68, $2, and $72, respectively	3	117	3	125
Reclassification adjustment for losses included in net income, net of tax of $0, $0, $0, and $17, respectively	0	0	0	28
Other comprehensive income	3	117	3	153
COMPREHENSIVE INCOME	$ 11,486	$ 15,589	$ 27,771	$ 38,722

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Change in unrealized loss on investments, tax	$ 2	$ 68	$ 2	$ 72
Reclassification adjustment for losses included in net income, tax	$ 0	$ 0	$ 0	$ 17

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
BALANCE (shares) at Jan. 30, 2016		48,428,110
BALANCE at Jan. 30, 2016	$ 412,643	$ 484	$ 134,864	$ 277,626	$ (331)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
NET INCOME	38,569			38,569
Dividends paid on common stock	(24,312)			(24,312)
Issuance of non-vested stock, net of forfeitures (shares)		194,970
Issuance of non-vested stock, net of forfeitures		$ 2	(2)
Amortization of non-vested stock grants, net of forfeitures	3,673		3,673
Change in unrealized loss on investments, net of tax	125				125
Reclassification adjustment for losses included in net income, net of tax	28				28
BALANCE (shares) at Jul. 30, 2016		48,623,080
BALANCE at Jul. 30, 2016	430,726	$ 486	138,535	291,883	(178)
BALANCE (shares) at Jan. 28, 2017		48,622,780
BALANCE at Jan. 28, 2017	430,539	$ 486	139,398	290,737	(82)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
NET INCOME	27,768			27,768
Dividends paid on common stock	(24,423)			(24,423)
Issuance of non-vested stock, net of forfeitures (shares)		221,920
Issuance of non-vested stock, net of forfeitures		$ 2	(2)
Amortization of non-vested stock grants, net of forfeitures	3,226		3,226
Change in unrealized loss on investments, net of tax	3				3
Reclassification adjustment for losses included in net income, net of tax	0
BALANCE (shares) at Jul. 29, 2017		48,844,700
BALANCE at Jul. 29, 2017	$ 437,113	$ 488	$ 142,622	$ 294,082	$ (79)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Dividends paid on common stock, per share	$ 0.50	$ 0.50

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME	$ 27,768	$ 38,569
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	15,785	16,151
Amortization of non-vested stock grants, net of forfeitures	3,226	3,673
Deferred income taxes	(1,193)	(1,359)
Other	395	1,151
Changes in operating assets and liabilities:
Receivables	(145)	1,202
Inventory	4,023	5,299
Prepaid expenses and other assets	(1,727)	166
Accounts payable	14,962	13,893
Accrued employee compensation	(12,776)	(17,837)
Accrued store operating expenses	1,633	7,655
Gift certificates redeemable	(5,501)	(5,975)
Income taxes payable	(17,114)	(19,646)
Deferred rent liabilities and deferred compensation	(289)	1,507
Net cash flows from operating activities	29,047	44,449
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(7,167)	(17,039)
Change in other assets	61	49
Purchases of investments	(20,655)	(13,778)
Proceeds from sales/maturities of investments	22,215	17,619
Net cash flows from investing activities	(5,546)	(13,149)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends	(24,423)	(24,312)
Net cash flows from financing activities	(24,423)	(24,312)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(922)	6,988
CASH AND CASH EQUIVALENTS, Beginning of period	196,536	161,185
CASH AND CASH EQUIVALENTS, End of period	$ 195,614	$ 168,173

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Management Representation

6 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

Management Representation

Management Representation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the results of operations for the interim periods have been included. All such adjustments are of a normal recurring nature. Because of the seasonal nature of the business, results for interim periods are not necessarily indicative of a full year's operations. The accounting policies followed by the Company and additional footnotes are reflected in the consolidated financial statements for the fiscal year ended January 28, 2017, included in The Buckle, Inc.'s 2016 Form 10-K. The condensed consolidated balance sheet as of January 28, 2017 is derived from audited financial statements.

The Company follows generally accepted accounting principles (“GAAP”) established by the Financial Accounting Standards Board (“FASB”). References to GAAP in these notes are to the FASB Accounting Standards Codification (“ASC”).

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Description of the Business

6 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Description of the Business

The Company is a retailer of medium to better priced casual apparel, footwear, and accessories for fashion conscious young men and women. The Company operates its business as one reportable segment. The Company had 463 stores located in 44 states throughout the United States as of July 29, 2017 and 470 stores in 44 states as of July 30, 2016. During the twenty-six week period ended July 29, 2017, the Company opened 1 new store, substantially remodeled 7 stores, and closed 5 stores;which includes 1 new store, 5 substantial remodels, and no closed stores during the second quarter. During the twenty-six week period ended July 30, 2016, the Company opened 3 new stores, substantially remodeled 12 stores, and closed 1 store; which includes 3 new stores, 6 substantial remodels, and 1 closed store during the second quarter.

The following is information regarding the Company’s major product lines, stated as a percentage of the Company’s net sales:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
Merchandise Group	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Denims	32.2	%	33.5	%	37.3	%	38.7	%
Tops (including sweaters)	33.9		32.4		31.9		30.1
Sportswear/Fashions	14.4		14.9		11.9		12.3
Accessories	10.3		10.2		9.3		9.1
Footwear	6.3		5.7		6.3		6.1
Casual bottoms	1.1		1.4		1.4		1.6
Outerwear	0.5		0.5		0.8		0.7
Other	1.3		1.4		1.1		1.4
	100.0	%	100.0	%	100.0	%	100.0	%

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Earnings Per Share

6 Months Ended

Jul. 29, 2017

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share data are based on the weighted average outstanding common shares during the period. Diluted earnings per share data are based on the weighted average outstanding common shares and the effect of all dilutive potential common shares.

	Thirteen Weeks Ended					Thirteen Weeks Ended
	July 29, 2017					July 30, 2016
	Income		Weighted Average Shares	Per Share Amount		Income		Weighted Average Shares	Per Share Amount
Basic EPS	$	11,483	48,218	$	0.24	$	15,472	48,107	$	0.32
Effect of Dilutive Securities:
Non-vested shares	—		92	—		—		120	—
Diluted EPS	$	11,483	48,310	$	0.24	$	15,472	48,227	$	0.32

	Twenty-Six Weeks Ended						Twenty-Six Weeks Ended
	July 29, 2017						July 30, 2016
	Income		Weighted Average Shares	Per Share Amount			Income		Weighted Average Shares	Per Share Amount
Basic EPS	$	27,768	48,218	$	0.58		$	38,569	48,107	$	0.80
Effect of Dilutive Securities:
Non-vested shares	—		109	(0.01		)	—		108	—
Diluted EPS	$	27,768	48,327	$	0.57		$	38,569	48,215	$	0.80

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Investments

6 Months Ended

Jul. 29, 2017

Schedule of Investments [Abstract]

Investments

Investments

The following is a summary of investments as of July 29, 2017:

	Amortized Cost or Par Value		Gross Unrealized Gains		Gross Unrealized Losses			Other-than- Temporary Impairment		Estimated Fair Value
Available-for-Sale Securities:
Auction-rate securities	$	1,725	$	—	$	(125	)	$	—	$	1,600
Held-to-Maturity Securities:
State and municipal bonds	$	50,764	$	16	$	(11	)	$	—	$	50,769
Trading Securities:
Mutual funds	$	13,224	$	943	$	—		$	—	$	14,167

The following is a summary of investments as of January 28, 2017:

	Amortized Cost or Par Value		Gross Unrealized Gains		Gross Unrealized Losses			Other-than- Temporary Impairment		Estimated Fair Value
Available-for-Sale Securities:
Auction-rate securities	$	1,800	$	—	$	(130	)	$	—	$	1,670
Held-to-Maturity Securities:
State and municipal bonds	$	53,324	$	26	$	(34	)	$	—	$	53,316
Trading Securities:
Mutual funds	$	12,701	$	391	$	—		$	—	$	13,092

The amortized cost and fair value of debt securities by contractual maturity as of July 29, 2017 is as follows:

	Amortized Cost		Fair Value
Held-to-Maturity Securities
Less than 1 year	$	48,237	$	48,241
1 - 5 years	2,527		2,528
	$	50,764	$	50,769

As of July 29, 2017 and January 28, 2017, $1,600 and $1,670 of available-for-sale securities and $2,527 and $3,330 of held-to-maturity securities are classified in long-term investments. Trading securities are held in a Rabbi Trust, intended to fund the Company’s deferred compensation plan, and are classified in long-term investments.

The Company’s investments in auction-rate securities (“ARS”) are classified as available-for-sale and reported at fair market value. As of July 29, 2017 and January 28, 2017, the reported investment amount is net of $125 and $130, respectively, of temporary impairment to account for the impairment of certain securities from their stated par value. The temporary impairment is reported, net of tax, as an “accumulated other comprehensive loss” of $79 and $82 in stockholders’ equity as of July 29, 2017 and January 28, 2017, respectively. For the investments considered temporarily impaired, all of which have been in loss positions for over a year, the Company believes that these ARS can be successfully redeemed or liquidated in the future at par value plus accrued interest. The Company believes it has the ability and maintains its intent to hold these investments until such recovery of market value occurs; therefore, the Company believes the current lack of liquidity has created the temporary impairment in valuation. As of July 29, 2017 and January 28, 2017, all of the Company’s investments in ARS were classified in long-term investments.

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Fair Value Measurements

6 Months Ended

Jul. 29, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

• Level 1 – Quoted market prices in active markets for identical assets or liabilities. Short-term and long-term investments with active markets or known redemption values are reported at fair value utilizing Level 1 inputs.

• Level 2 – Observable market-based inputs (either directly or indirectly) such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or inputs that are corroborated by market data.

• Level 3 – Unobservable inputs that are not corroborated by market data and are projections, estimates, or interpretations that are supported by little or no market activity and are significant to the fair value of the assets.

As of July 29, 2017 and January 28, 2017, the Company held certain assets that are required to be measured at fair value on a recurring basis including available-for-sale and trading securities.

The Company’s financial assets measured at fair value on a recurring basis are as follows:

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
July 29, 2017	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities:
Auction-rate securities	$	—	$	45	$	1,555	$	1,600
Trading securities (including mutual funds)	14,167		—		—		14,167
Totals	$	14,167	$	45	$	1,555	$	15,767

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
January 28, 2017	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities:
Auction-rate securities	$	—	$	45	$	1,625	$	1,670
Trading securities (including mutual funds)	13,092		—		—		13,092
Totals	$	13,092	$	45	$	1,625	$	14,762

Securities included in Level 1 represent securities which have a known or anticipated upcoming redemption as of the reporting date and those that have publicly traded quoted prices. ARS included in Level 2 represent securities which have not experienced a successful auction subsequent to the end of fiscal 2007. The fair market value for these securities was determined by applying a discount to par value based on auction prices for similar securities and by utilizing a discounted cash flow model, using market-based inputs, to determine fair value. The Company used a discounted cash flow model to value its Level 3 investments, using estimates regarding recovery periods, yield, and liquidity. The assumptions used are subjective based upon management’s judgment and views on current market conditions, and resulted in $120 of the Company’s recorded temporary impairment as of July 29, 2017. The use of different assumptions would result in a different valuation and related temporary impairment charge.

Changes in the fair value of the Company’s financial assets measured at fair value on a recurring basis are as follows:

	Twenty-Six Weeks Ended July 29, 2017
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-Sale Securities			Trading Securities
	Auction-rate Securities			Mutual Funds		Total
Balance, beginning of year	$	1,625		$	—	$	1,625
Total gains and losses:
Included in net income	—			—		—
Included in other comprehensive income	5			—		5
Purchases, Issuances, Sales, and Settlements:
Sales	(75		)	—		(75		)
Balance, end of quarter	$	1,555		$	—	$	1,555

	Twenty-Six Weeks Ended July 30, 2016
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-Sale Securities			Trading Securities
	Auction-rate Securities			Mutual Funds		Total
Balance, beginning of year	$	7,265		$	—	$	7,265
Total gains and losses:
Included in net income	(45		)	—		(45		)
Included in other comprehensive income	244			—		244
Purchases, Issuances, Sales, and Settlements:
Sales	(4,480		)	—		(4,480		)
Balance, end of quarter	$	2,984		$	—	$	2,984

There were no transfers of securities between Levels 1, 2, or 3 during the twenty-six week periods ended July 29, 2017 or July 30, 2016. The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period in which the transfer occurred.

The carrying value of cash equivalents approximates fair value due to the low level of risk these assets present and their relatively liquid nature, particularly given their short maturities. The Company also holds certain financial instruments that are not carried at fair value on the condensed consolidated balance sheets, including held-to-maturity securities. Held-to-maturity securities consist primarily of state and municipal bonds. The fair values of these debt securities are based on quoted market prices and yields for the same or similar securities, which the Company determined to be Level 2 inputs. As of July 29, 2017, the fair value of held-to-maturity securities was $50,769 compared to the carrying amount of $50,764. As of January 28, 2017, the fair value of held-to-maturity securities was $53,316 compared to the carrying amount of $53,324.

The carrying values of receivables, accounts payable, accrued expenses, and other current liabilities approximates fair value because of their short-term nature. From time to time, the Company measures certain assets at fair value on a non-recurring basis, specifically long-lived assets evaluated for impairment. These are typically store specific assets, which are reviewed for impairment when circumstances indicate impairment may exist due to the questionable recoverability of the carrying values of long-lived assets. If expected future cash flows related to a store’s assets are less than their carrying value, an impairment loss would be recognized for the difference between the carrying value and the estimated fair value of the store's assets. The fair value of the store's assets is estimated utilizing an income-based approach based on the expected cash flows over the remaining life of the store's lease. The amount of impairment related to long-lived assets was immaterial as of both July 29, 2017 and January 28, 2017.

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Supplemental Cash Flow Information

6 Months Ended

Jul. 29, 2017

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The Company had non-cash investing activities during the twenty-six week periods ended July 29, 2017 and July 30, 2016 of $151 and ($1,009), respectively. The non-cash investing activity relates to the change in the balance of unpaid purchases of property, plant, and equipment included in accounts payable as of the end of the period. The liability for unpaid purchases of property, plant, and equipment included in accounts payable was $496 and $647 as of July 29, 2017 and January 28, 2017, respectively. Amounts reported as unpaid purchases are recorded as cash outflows from investing activities for purchases of property, plant, and equipment in the condensed consolidated statement of cash flows in the period they are paid.

Additional cash flow information for the Company includes cash paid for income taxes during the twenty-six week periods ended July 29, 2017 and July 30, 2016 of $34,826 and $43,951, respectively.

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Stock-Based Compensation

6 Months Ended

Jul. 29, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company has several stock option plans which allow for granting of stock options to employees, executives, and directors. The Company has not granted any stock options since fiscal 2008 and there are currently no stock options outstanding. The Company also has a restricted stock plan that allows for the granting of non-vested shares of common stock to employees and executives and a restricted stock plan that allows for the granting of non-vested shares of common stock to non-employee directors. As of July 29, 2017, 634,386 shares were available for grant under the Company’s various restricted stock plans, of which 573,262 shares were available for grant to executive officers.

Compensation expense was recognized during fiscal 2017 and fiscal 2016 for equity-based grants, based on the grant date fair value of the awards. The fair value of grants of non-vested common stock awards is the stock price on the date of grant.

Information regarding the impact of compensation expense related to grants of non-vested shares of common stock is as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Stock-based compensation expense, before tax	$	1,580	$	1,792	$	3,226	$	3,673
Stock-based compensation expense, after tax	$	995	$	1,129	$	2,032	$	2,314

Non-vested shares of common stock granted during the twenty-six week periods ended July 29, 2017 and July 30, 2016 were granted pursuant to the Company’s 2005 Restricted Stock Plan and the Company’s 2008 Director Restricted Stock Plan. Shares granted under the 2005 Plan are typically "performance based" and vest over a period of four years, only upon certification by the Compensation Committee of the Board of Directors that the Company has achieved its pre-established performance targets for the fiscal year. Certain shares granted under the 2005 Plan, however, are "non-performance based" and vest over a period of four years without being subject to the achievement of performance targets. Shares granted under the 2008 Director Plan vest 25% on the date of grant and then in equal portions on each of the first three anniversaries of the date of grant.

A summary of the Company’s stock-based compensation activity related to grants of non-vested shares of common stock for the twenty-six week period ended July 29, 2017 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Non-Vested - beginning of year	445,299		$	33.98
Granted	363,450		20.55
Forfeited	(141,530	)	28.36
Vested	(40,980	)	30.92
Non-Vested - end of quarter	626,239		$	27.66

As of July 29, 2017, there was $8,525 of unrecognized compensation expense related to grants of non-vested shares. It is expected that this expense will be recognized over a weighted average period of approximately 2.1 years. The total fair value of shares vested during the twenty-six week periods ended July 29, 2017 and July 30, 2016 was $776 and $1,262, respectively. During the twenty-six week period ended July 29, 2017, 137,400 shares (representing one-half of the "performance based" shares granted during fiscal 2016 under the 2005 Restricted Stock Plan) were forfeited because the Company did not achieve all of the performance targets established for the fiscal 2016 grants.

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Recently Issued Accounting Pronouncements

6 Months Ended

Jul. 29, 2017

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the provisions of this ASU in the first quarter of fiscal 2017 and it did not have a material effect on its consolidated results of operations and financial position.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and classifications in the statement of cash flows. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted the provisions of this ASU in the first quarter of fiscal 2017 and it did not have a material effect on its consolidated results of operations and financial position.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. The new standard will become effective for the Company beginning with the first quarter of fiscal 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. Through its continuing evaluation of the impact of this ASU, the Company anticipates the adoption will affect the income statement classification of gift card and gift certificate breakage, the timing of revenue recognition for sales of merchandise shipped to customers, and the presentation of the allowance for estimated sales returns. The Company plans to adopt this ASU in the first quarter of fiscal 2018 using the modified retrospective transition method and is continuing to evaluate the impacts this ASU and related disclosures will have on its consolidated results of operations and financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU replaces the existing guidance in ASC 840, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and requires retrospective application. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position, but does expect that it will result in a significant increase in both assets and liabilities related to the Company's leases for retail store locations.

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Commitments and Contingencies

6 Months Ended

Jul. 29, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Data Security Incident

On June 16, 2017, the Company announced that it became aware that it was a victim of a data security incident in which a criminal entity accessed certain guest credit card information following purchases at some of the Company's retail stores between October 28, 2016 and April 14, 2017. The Company immediately launched a thorough investigation and engaged leading third-party forensic experts to review its systems and secure the affected part of its network. Through that investigation, the Company learned that its store payment data systems were infected with a form of malicious code, which was quickly removed. The Company has taken actions that it believes have contained the issue and has implemented additional security enhancements, and will continue to work vigilantly to pursue this matter to resolution. Based on the forensic investigation, the Company believes that no social security numbers, email addresses, or physical addresses were obtained by those criminally responsible. There is also no evidence that the buckle.com website or buckle.com guests were impacted.

Buckle self-reported the issue to the payment card brands and is cooperating fully with the card brands, their forensic experts, and law enforcement and the investigation is continuing. At this time, it is not possible to reasonably estimate the amount of any potential assessments, fines, penalties, or other liabilities in connection with this incident.

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Recently Issued Accounting Pronouncements (Policies)

6 Months Ended

Jul. 29, 2017

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the provisions of this ASU in the first quarter of fiscal 2017 and it did not have a material effect on its consolidated results of operations and financial position.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and classifications in the statement of cash flows. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted the provisions of this ASU in the first quarter of fiscal 2017 and it did not have a material effect on its consolidated results of operations and financial position.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. The new standard will become effective for the Company beginning with the first quarter of fiscal 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. Through its continuing evaluation of the impact of this ASU, the Company anticipates the adoption will affect the income statement classification of gift card and gift certificate breakage, the timing of revenue recognition for sales of merchandise shipped to customers, and the presentation of the allowance for estimated sales returns. The Company plans to adopt this ASU in the first quarter of fiscal 2018 using the modified retrospective transition method and is continuing to evaluate the impacts this ASU and related disclosures will have on its consolidated results of operations and financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU replaces the existing guidance in ASC 840, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and requires retrospective application. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position, but does expect that it will result in a significant increase in both assets and liabilities related to the Company's leases for retail store locations.

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Description of the Business (Tables)

6 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Product Information

The following is information regarding the Company’s major product lines, stated as a percentage of the Company’s net sales:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
Merchandise Group	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Denims	32.2	%	33.5	%	37.3	%	38.7	%
Tops (including sweaters)	33.9		32.4		31.9		30.1
Sportswear/Fashions	14.4		14.9		11.9		12.3
Accessories	10.3		10.2		9.3		9.1
Footwear	6.3		5.7		6.3		6.1
Casual bottoms	1.1		1.4		1.4		1.6
Outerwear	0.5		0.5		0.8		0.7
Other	1.3		1.4		1.1		1.4
	100.0	%	100.0	%	100.0	%	100.0	%

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Earnings Per Share (Tables)

6 Months Ended

Jul. 29, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic earnings per share data are based on the weighted average outstanding common shares during the period. Diluted earnings per share data are based on the weighted average outstanding common shares and the effect of all dilutive potential common shares.

	Thirteen Weeks Ended					Thirteen Weeks Ended
	July 29, 2017					July 30, 2016
	Income		Weighted Average Shares	Per Share Amount		Income		Weighted Average Shares	Per Share Amount
Basic EPS	$	11,483	48,218	$	0.24	$	15,472	48,107	$	0.32
Effect of Dilutive Securities:
Non-vested shares	—		92	—		—		120	—
Diluted EPS	$	11,483	48,310	$	0.24	$	15,472	48,227	$	0.32

	Twenty-Six Weeks Ended						Twenty-Six Weeks Ended
	July 29, 2017						July 30, 2016
	Income		Weighted Average Shares	Per Share Amount			Income		Weighted Average Shares	Per Share Amount
Basic EPS	$	27,768	48,218	$	0.58		$	38,569	48,107	$	0.80
Effect of Dilutive Securities:
Non-vested shares	—		109	(0.01		)	—		108	—
Diluted EPS	$	27,768	48,327	$	0.57		$	38,569	48,215	$	0.80

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Investments (Tables)

6 Months Ended

Jul. 29, 2017

Schedule of Investments [Abstract]

Schedule of investments, cost and fair value

The following is a summary of investments as of July 29, 2017:

	Amortized Cost or Par Value		Gross Unrealized Gains		Gross Unrealized Losses			Other-than- Temporary Impairment		Estimated Fair Value
Available-for-Sale Securities:
Auction-rate securities	$	1,725	$	—	$	(125	)	$	—	$	1,600
Held-to-Maturity Securities:
State and municipal bonds	$	50,764	$	16	$	(11	)	$	—	$	50,769
Trading Securities:
Mutual funds	$	13,224	$	943	$	—		$	—	$	14,167

The following is a summary of investments as of January 28, 2017:

	Amortized Cost or Par Value		Gross Unrealized Gains		Gross Unrealized Losses			Other-than- Temporary Impairment		Estimated Fair Value
Available-for-Sale Securities:
Auction-rate securities	$	1,800	$	—	$	(130	)	$	—	$	1,670
Held-to-Maturity Securities:
State and municipal bonds	$	53,324	$	26	$	(34	)	$	—	$	53,316
Trading Securities:
Mutual funds	$	12,701	$	391	$	—		$	—	$	13,092

Schedule of amortized cost and fair value of debt securities by contractual maturity

The amortized cost and fair value of debt securities by contractual maturity as of July 29, 2017 is as follows:

	Amortized Cost		Fair Value
Held-to-Maturity Securities
Less than 1 year	$	48,237	$	48,241
1 - 5 years	2,527		2,528
	$	50,764	$	50,769

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 29, 2017

Fair Value Disclosures [Abstract]

Financial assets measured at fair value on a recurring basis

The Company’s financial assets measured at fair value on a recurring basis are as follows:

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
July 29, 2017	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities:
Auction-rate securities	$	—	$	45	$	1,555	$	1,600
Trading securities (including mutual funds)	14,167		—		—		14,167
Totals	$	14,167	$	45	$	1,555	$	15,767

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
January 28, 2017	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale securities:
Auction-rate securities	$	—	$	45	$	1,625	$	1,670
Trading securities (including mutual funds)	13,092		—		—		13,092
Totals	$	13,092	$	45	$	1,625	$	14,762

Financial assets measured at fair value on a recurring basis, unobservable input reconciliation

Changes in the fair value of the Company’s financial assets measured at fair value on a recurring basis are as follows:

	Twenty-Six Weeks Ended July 29, 2017
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-Sale Securities			Trading Securities
	Auction-rate Securities			Mutual Funds		Total
Balance, beginning of year	$	1,625		$	—	$	1,625
Total gains and losses:
Included in net income	—			—		—
Included in other comprehensive income	5			—		5
Purchases, Issuances, Sales, and Settlements:
Sales	(75		)	—		(75		)
Balance, end of quarter	$	1,555		$	—	$	1,555

	Twenty-Six Weeks Ended July 30, 2016
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-Sale Securities			Trading Securities
	Auction-rate Securities			Mutual Funds		Total
Balance, beginning of year	$	7,265		$	—	$	7,265
Total gains and losses:
Included in net income	(45		)	—		(45		)
Included in other comprehensive income	244			—		244
Purchases, Issuances, Sales, and Settlements:
Sales	(4,480		)	—		(4,480		)
Balance, end of quarter	$	2,984		$	—	$	2,984

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Stock-Based Compensation (Tables)

6 Months Ended

Jul. 29, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based compensation expense

Information regarding the impact of compensation expense related to grants of non-vested shares of common stock is as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 29, 2017		July 30, 2016		July 29, 2017		July 30, 2016
Stock-based compensation expense, before tax	$	1,580	$	1,792	$	3,226	$	3,673
Stock-based compensation expense, after tax	$	995	$	1,129	$	2,032	$	2,314

Summary of stock-based compensation activity related to grants of non-vested shares of common stock

A summary of the Company’s stock-based compensation activity related to grants of non-vested shares of common stock for the twenty-six week period ended July 29, 2017 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Non-Vested - beginning of year	445,299		$	33.98
Granted	363,450		20.55
Forfeited	(141,530	)	28.36
Vested	(40,980	)	30.92
Non-Vested - end of quarter	626,239		$	27.66

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Description of the Business (Narrative) (Details)	3 Months Ended		6 Months Ended
	Jul. 29, 2017 store state	Jul. 30, 2016 store state	Jul. 29, 2017 store state segment	Jul. 30, 2016 store state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments (segment) | segment			1
Number of stores (store)	463	470	463	470
Number of states in which stores are located (state) | state	44	44	44	44
New stores opened during the period (store)	1	3	1	3
Stores substantially remodeled during the period (store)	5	6	7	12
Stores closed during the period (store)	0	1	5	1

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Description of the Business (Information Regarding Major Product Lines) (Details)	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Product Information [Line Items]
Percentage of net sales	100.00%	100.00%	100.00%	100.00%
Denims [Member]
Product Information [Line Items]
Percentage of net sales	32.20%	33.50%	37.30%	38.70%
Tops (including sweaters) [Member]
Product Information [Line Items]
Percentage of net sales	33.90%	32.40%	31.90%	30.10%
Sportswear / Fashions [Member]
Product Information [Line Items]
Percentage of net sales	14.40%	14.90%	11.90%	12.30%
Accessories [Member]
Product Information [Line Items]
Percentage of net sales	10.30%	10.20%	9.30%	9.10%
Footwear [Member]
Product Information [Line Items]
Percentage of net sales	6.30%	5.70%	6.30%	6.10%
Casual bottoms [Member]
Product Information [Line Items]
Percentage of net sales	1.10%	1.40%	1.40%	1.60%
Outerwear [Member]
Product Information [Line Items]
Percentage of net sales	0.50%	0.50%	0.80%	0.70%
Other [Member]
Product Information [Line Items]
Percentage of net sales	1.30%	1.40%	1.10%	1.40%

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Income
Basic EPS, Income	$ 11,483	$ 15,472	$ 27,768	$ 38,569
Effect of dilutive non-vested shares, Income	0	0	0	0
Diluted EPS, Income	$ 11,483	$ 15,472	$ 27,768	$ 38,569
Weighted Average Shares
Basic EPS, Weighted Average Shares (shares)	48,218	48,107	48,218	48,107
Effect of dilutive non-vested shares, Weighted Average Shares (shares)	92	120	109	108
Diluted EPS, Weighted Average Shares (shares)	48,310	48,227	48,327	48,215
Per Share Amount
Basic EPS, Per Share Amount (dollars per share)	$ 0.24	$ 0.32	$ 0.58	$ 0.80
Effect of dilutive non-vested shares, Per Share Amount (dollars per share)	0.00	0.00	(0.01)	0.00
Diluted EPS, Per Share Amount (dollars per share)	$ 0.24	$ 0.32	$ 0.57	$ 0.80

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Investments (Schedule of Investments) (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Auction-rate securities [Member]
Available-for-sale Securities [Abstract]
Available-for-Sale Securities, Amortized Cost or Par Value	$ 1,725	$ 1,800
Available-for-Sale Securities, Gross Unrealized Gains	0	0
Available-for-Sale Securities, Gross Unrealized Losses	(125)	(130)
Available-for-Sale Securities, Other-than-Temporary Impairment	0	0
Available-for-Sale Securities, Estimated Fair Value	1,600	1,670
State and municipal bonds [Member]
Held-to-maturity Securities [Abstract]
Held-to-Maturity Securities, Amortized Cost or Par Value	50,764	53,324
Held-to-Maturity Securities, Gross Unrealized Gains	16	26
Held-to-Maturity Securities, Gross Unrealized Losses	(11)	(34)
Held-to-Maturity Securities, Other-than-Temporary Impairment	0	0
Held-to-Maturity Securities, Estimated Fair Value	50,769	53,316
Mutual funds [Member]
Trading Securities [Abstract]
Trading Securities, Amortized Cost or Par Value	13,224	12,701
Trading Securities, Gross Unrealized Gains	943	391
Trading Securities, Gross Unrealized Losses	0	0
Trading Securities, Other-than-Temporary Impairment	0	0
Trading Securities, Estimated Fair Value	$ 14,167	$ 13,092

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Investments (Held-To-Maturity Securities) (Details) - State and municipal bonds [Member] - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Contractual maturities of held-to-maturity securities, at amortized cost:
Less than 1 year, Amortized Cost	$ 48,237
1 - 5 years, Amortized Cost	2,527
Held-to-Maturity Securities, Amortized Cost	50,764
Contractual maturities of held-to-maturity securities, at fair values:
Less than 1 year, Fair Value	48,241
1 - 5 years, Fair Value	2,528
Held-to-Maturity Securities, Estimated Fair Value	$ 50,769	$ 53,316

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Investments (Narrative) (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Schedule of Investments [Line Items]
Available-for-sale securities classified as noncurrent	$ 1,600	$ 1,670
Long-term investment, held-to-maturity securities	2,527	3,330
Accumulated comprehensive loss, cumulative unrealized losses on available for sale securities, net of tax	79	82
Auction-rate securities [Member]
Schedule of Investments [Line Items]
Temporary impairment	125	130
Accumulated comprehensive loss, cumulative unrealized losses on available for sale securities, net of tax	$ 79	$ 82

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Fair Value Measurements (Recurring Basis) (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Auction-rate securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-Sale Securities, Estimated Fair Value	$ 1,600	$ 1,670
Mutual funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities (including mutual funds)	14,167	13,092
Fair Value Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Totals	15,767	14,762
Fair Value Measurements, Recurring [Member] | Auction-rate securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-Sale Securities, Estimated Fair Value	1,600	1,670
Fair Value Measurements, Recurring [Member] | Mutual funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities (including mutual funds)	14,167	13,092
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Totals	14,167	13,092
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Auction-rate securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-Sale Securities, Estimated Fair Value	0	0
Fair Value Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Mutual funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities (including mutual funds)	14,167	13,092
Fair Value Measurements, Recurring [Member] | Significant Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Totals	45	45
Fair Value Measurements, Recurring [Member] | Significant Observable Inputs (Level 2) [Member] | Auction-rate securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-Sale Securities, Estimated Fair Value	45	45
Fair Value Measurements, Recurring [Member] | Significant Observable Inputs (Level 2) [Member] | Mutual funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities (including mutual funds)	0	0
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Totals	1,555	1,625
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Auction-rate securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-Sale Securities, Estimated Fair Value	1,555	1,625
Fair Value Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Mutual funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities (including mutual funds)	$ 0	$ 0

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Auction-rate securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Temporary impairment	$ 125	$ 130
Auction-rate securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | Fair Value Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Temporary impairment	120
US States and Political Subdivisions Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Held-to-maturity securities, fair value	50,769	53,316
Held-to-maturity securities, carrying value	$ 50,764	$ 53,324

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Fair Value Measurements (Changes in Fair Value) (Details) - Fair Value Measurements, Recurring [Member] - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Level 3 securities, beginning of year	$ 1,625	$ 7,265
Realized gains (losses) on Level 3 securities included in net income	0	(45)
Unrealized gains (losses) on Level 3 securities included in other comprehensive income	5	244
Sales of Level 3 securities	(75)	(4,480)
Balance, Level 3 securities, end of quarter	1,555	2,984
Auction-rate securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Level 3 securities, beginning of year	1,625	7,265
Realized gains (losses) on Level 3 securities included in net income	0	(45)
Unrealized gains (losses) on Level 3 securities included in other comprehensive income	5	244
Sales of Level 3 securities	(75)	(4,480)
Balance, Level 3 securities, end of quarter	1,555	2,984
Mutual funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Level 3 securities, beginning of year	0	0
Realized gains (losses) on Level 3 securities included in net income	0	0
Unrealized gains (losses) on Level 3 securities included in other comprehensive income	0	0
Sales of Level 3 securities	0	0
Balance, Level 3 securities, end of quarter	$ 0	$ 0

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Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jan. 28, 2017
Supplemental Cash Flow Elements [Abstract]
Non-cash investing activities - change in unpaid purchases of property, plant and equipment	$ 151	$ (1,009)
Current liability for unpaid purchases of property, plant and equipment	496		$ 647
Cash paid for income taxes	$ 34,826	$ 43,951

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Stock-Based Compensation (Narrative) (Details) - Restricted Stock [Member] - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (shares)	634,386
Unrecognized compensation expense	$ 8,525
Expected weighted average period of unrecognized compensation expense recognition (years)	2 years 19 days
Total fair value of shares vested	$ 776	$ 1,262
Forfeited (shares)	141,530
Director Restricted Stock Plan 2008 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares vested description	Shares granted under the 2008 Director Plan vest 25% on the date of grant and then in equal portions on each of the first three anniversaries of the date of grant.
Vesting period (years)	3 years
Percentage of shares vesting annually (percent)	25.00%
Executive Officers [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (shares)	573,262
Performance Based Grant [Member] | Restricted Stock Plan 2005 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares vested description	Shares granted under the 2005 Plan are typically "performance based" and vest over a period of four years, only upon certification by the Compensation Committee of the Board of Directors that the Company has achieved its pre-established performance targets for the fiscal year.
Vesting period (years)	4 years
Forfeited (shares)	137,400
Non-Performance Based Grant [Member] | Restricted Stock Plan 2005 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares vested description	Certain shares granted under the 2005 Plan, however, are "non-performance based" and vest over a period of four years without being subject to the achievement of performance targets.
Vesting period (years)	4 years

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Stock-Based Compensation (Compensation Expenses) (Details) - Restricted Stock [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before tax	$ 1,580	$ 1,792	$ 3,226	$ 3,673
Stock-based compensation expense, after tax	$ 995	$ 1,129	$ 2,032	$ 2,314

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Stock-Based Compensation (Non-vested Shares) (Details) - Restricted Stock [Member]	6 Months Ended
	Jul. 29, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-Vested - beginning of year (shares) | shares	445,299
Granted (shares) | shares	363,450
Forfeited (shares) | shares	(141,530)
Vested (shares) | shares	(40,980)
Non-Vested - end of quarter (shares) | shares	626,239
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-Vested - beginning of year, Weighted Average Grant Date Fair Value (dollars per share) | $ / shares	$ 33.98
Granted, Weighted Average Grant Date Fair Value (dollars per share) | $ / shares	20.55
Forfeited, Weighted Average Grant Date Fair Value (dollars per share) | $ / shares	28.36
Vested, Weighted Average Grant Date Fair Value (dollars per share) | $ / shares	30.92
Non-Vested - end of quarter, Weighted Average Grant Date Fair Value (dollars per share) | $ / shares	$ 27.66