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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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Delaware
(State or other jurisdiction
of incorporation or organization)
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31-1029810
(I.R.S. Employer Identification No.)
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Three Limited Parkway, P.O. Box 16000,
Columbus, Ohio
(Address of principal executive offices)
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43216
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.50 Par Value
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The New York Stock Exchange
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Page No.
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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January 28, 2012
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January 29, 2011
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Victoria’s Secret Stores U.S.
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1,017
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1,028
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Bath & Body Works U.S.
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1,587
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1,606
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La Senza Canada (a)
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230
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252
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Bath & Body Works Canada
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69
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59
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Victoria’s Secret Canada
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19
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12
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Henri Bendel
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19
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11
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Total
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2,941
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2,968
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(a)
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During the fourth quarter of 2011, we initiated a restructuring program designed to resize a portion of La Senza's store fleet. Under this program, we plan to close 38 underperforming stores. Of these stores, 12 were closed as of January 28, 2012. The remainder were closed during the first quarter of 2012. For additional information, see Note
5
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
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Fiscal Year
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Beginning
of Year
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Opened
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Closed
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Acquired/
Divested
Businesses
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End of Year
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2011
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2,968
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40
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(67
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)
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—
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2,941
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2010
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2,971
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44
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(47
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)
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—
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2,968
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2009
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3,014
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59
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(102
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)
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—
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2,971
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2008
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2,926
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145
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(57
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)
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—
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3,014
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2007
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3,766
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129
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(100
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)
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(869
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)
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(a)
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2,926
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(a)
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Express and Limited Stores were divested in July 2007 and August 2007, respectively.
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•
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At Victoria’s Secret, we market products to the college-age woman with Victoria’s Secret Pink and then transition her into glamorous and sexy product lines, such as Angels, Very Sexy and Body by Victoria. While bras and panties are the core of what we do, these brands also give our customers choices in clothing, accessories, fragrances, personal care, swimwear and athletic attire.
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•
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Bath & Body Works caters to our customers’ entire well-being, providing shower gels and lotions, aromatherapy, antibacterial soaps, home fragrance and personal care accessories.
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•
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In Canada, La Senza is a leader in young women’s intimate apparel. La Senza offerings include bras, panties, sleepwear, loungewear and accessories.
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•
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general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;
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•
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the seasonality of our business;
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•
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the dependence on a high volume of mall traffic and the possible lack of availability of suitable store locations on
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•
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our ability to grow through new store openings and existing store remodels and expansions;
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•
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our ability to successfully expand into international markets and related risks;
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•
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our independent licensees and franchisees;
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•
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our direct channel business;
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•
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our failure to protect our reputation and our brand images;
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•
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our failure to protect our trade names, trademarks and patents;
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•
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the highly competitive nature of the retail industry generally and the segments in which we operate particularly;
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•
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consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;
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•
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our reliance on foreign sources of production, including risks related to:
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•
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political instability;
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•
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duties, taxes, other charges on imports;
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•
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legal and regulatory matters;
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•
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volatility in currency exchange rates;
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•
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local business practices and political issues;
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•
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potential delays or disruptions in shipping and related pricing impacts;
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•
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the disruption of imports by labor disputes; and
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•
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changing expectations regarding product safety due to new legislation;
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•
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stock price volatility;
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•
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our failure to maintain our credit rating;
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•
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our ability to service our debt;
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•
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our ability to retain key personnel;
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•
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our ability to attract, develop and retain qualified employees and manage labor costs;
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•
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the inability of our manufacturers to deliver products in a timely manner and meet quality standards;
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•
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fluctuations in product input costs;
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•
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fluctuations in energy costs;
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•
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increases in the costs of mailing, paper and printing;
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•
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claims arising from our self-insurance;
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•
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our ability to implement and maintain information technology systems;
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•
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our failure to comply with regulatory requirements;
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•
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tax matters; and
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•
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legal and compliance matters.
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•
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political instability;
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•
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imposition of duties, taxes and other charges on imports;
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•
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legal and regulatory matters;
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•
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volatility in currency exchange rates;
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•
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local business practice and political issues (including issues relating to compliance with domestic or international labor standards) which may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts;
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•
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potential delays or disruptions in shipping and related pricing impacts;
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•
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disruption of imports by labor disputes; and
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•
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changing expectations regarding product safety due to new legislation.
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Location
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Use
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Approximate
Square
Footage
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Columbus, Ohio
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Corporate, distribution and shipping
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6,388,000
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Montreal, Quebec, Canada
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Office, distribution and shipping
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452,000
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New York, New York
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Office, sourcing and product development/design
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479,000
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Kettering, Ohio
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Call center
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94,000
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Hong Kong
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Office and sourcing
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80,000
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Rio Rancho, New Mexico
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Call center
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75,000
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Various foreign locations
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Office and sourcing
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74,000
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•
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349
independently owned La Senza stores operated under licensing arrangements in
30
countries;
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•
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18
independently owned Bath & Body Works stores operated by a franchisee in
6
Middle Eastern countries; and
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•
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57
independently owned Victoria’s Secret Beauty and Accessories stores as well as various duty free locations in 39 countries.
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Market Price
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Cash Dividend
per Share
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High
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Low
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2011
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Fourth quarter
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$
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44.46
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$
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37.57
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$
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2.20
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(a)
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Third quarter
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45.45
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31.43
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0.20
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Second quarter
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42.75
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35.08
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1.20
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(b)
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First quarter
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41.48
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28.64
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0.20
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(c)
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2010
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Fourth quarter
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$
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35.48
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$
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28.05
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$
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3.15
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(d)
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Third quarter
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29.95
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23.57
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0.15
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Second quarter
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28.19
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21.78
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0.15
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First quarter
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28.78
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19.12
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1.15
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(e)
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(a)
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In December 2011, our Board of Directors declared a special dividend of
$2
per share which was distributed on December 23, 2011 to shareholders of record at the close of business on December 12, 2011.
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(b)
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In May 2011, our Board of Directors declared a special dividend of
$1
per share which was distributed on July 1, 2011 to shareholders of record at the close of business on June 17, 2011.
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(c)
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In January 2011, our Board of Directors declared an increase in our quarterly common stock dividend from
$0.15
to
$0.20
per share.
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(d)
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In November 2010, our Board of Directors declared a special dividend of
$3
per share which was distributed on December 21, 2010 to shareholders of record at the close of business on December 7, 2010.
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(e)
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In March 2010, our Board of Directors declared a special dividend of
$1
per share which was distributed on April 19, 2010 to shareholders of record at the close of business on April 5, 2010.
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(a)
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This table represents $100 invested in stock or in index at the closing price on February 3, 2007 including reinvestment of dividends.
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(b)
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The January 28, 2012 cumulative total return includes the $1.00 and $2.00 special dividends in May 2011 and December 2011, respectively.
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(c)
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The January 29, 2011 cumulative total return includes the $1.00 and $3.00 special dividends in March 2010 and December 2010, respectively.
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Period
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Total
Number of
Shares
Purchased(a)
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Average Price
Paid per
Share(b)
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Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs(c)
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Maximum
Number of Shares (or
Approximate
Dollar Value) that May
Yet be Purchased
Under the Programs(c)
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(in thousands)
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(in thousands)
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November 2011
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1,414
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$
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41.84
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1,392
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$
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223,932
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December 2011
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936
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40.23
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920
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186,976
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January 2012
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570
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40.31
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562
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164,309
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Total
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2,920
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41.03
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|
2,874
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(a)
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The total number of shares repurchased includes shares repurchased as part of publicly announced programs, with the remainder relating to shares repurchased in connection with tax payments due upon vesting of employee restricted stock awards and the use of our stock to pay the exercise price on employee stock options.
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(b)
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The average price paid per share includes any broker commissions.
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(c)
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For additional share repurchase program information, see Note
19
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
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Fiscal Year Ended
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||||||||||||||||||
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January 28, 2012
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January 29, 2011
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January 30, 2010
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January 31, 2009
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February 2, 2008
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(in millions)
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||||||||||||||||||
Summary of Operations
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Net Sales
|
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$
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10,364
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|
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$
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9,613
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|
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$
|
8,632
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|
|
$
|
9,043
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|
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$
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10,134
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Gross Profit
|
|
4,057
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|
|
3,631
|
|
|
3,028
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|
|
3,006
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|
|
3,509
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|
|||||
Operating Income (a)
|
|
1,238
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|
|
1,284
|
|
|
868
|
|
|
589
|
|
|
1,110
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|
|||||
Net Income (b)
|
|
850
|
|
|
805
|
|
|
448
|
|
|
220
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|
|
718
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|||||
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(as a percentage of net sales)
|
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Gross Profit
|
|
39.1
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%
|
|
37.8
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%
|
|
35.1
|
%
|
|
33.2
|
%
|
|
34.6
|
%
|
|||||
Operating Income
|
|
11.9
|
%
|
|
13.4
|
%
|
|
10.1
|
%
|
|
6.5
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%
|
|
11.0
|
%
|
|||||
Net Income
|
|
8.2
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%
|
|
8.4
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%
|
|
5.2
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%
|
|
2.4
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%
|
|
6.9
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%
|
|||||
|
|
|
|
|
|
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||||||||||
Per Share Results
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||||||||||
Net Income Per Basic Share
|
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$
|
2.80
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|
|
$
|
2.49
|
|
|
$
|
1.39
|
|
|
$
|
0.66
|
|
|
$
|
1.91
|
|
Net Income Per Diluted Share
|
|
$
|
2.70
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|
|
$
|
2.42
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|
|
$
|
1.37
|
|
|
$
|
0.65
|
|
|
$
|
1.89
|
|
Dividends per Share
|
|
$
|
3.80
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|
|
$
|
4.60
|
|
|
$
|
0.60
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|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
Weighted Average Diluted Shares Outstanding (in millions)
|
|
314
|
|
|
333
|
|
|
327
|
|
|
337
|
|
|
380
|
|
|||||
|
|
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|
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||||||||||
Other Financial Information
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(in millions)
|
||||||||||||||||||
Cash and Cash Equivalents
|
|
$
|
935
|
|
|
$
|
1,130
|
|
|
$
|
1,804
|
|
|
$
|
1,173
|
|
|
$
|
1,018
|
|
Total Assets
|
|
6,108
|
|
|
6,451
|
|
|
7,173
|
|
|
6,972
|
|
|
7,437
|
|
|||||
Working Capital
|
|
842
|
|
|
1,088
|
|
|
1,928
|
|
|
1,612
|
|
|
1,545
|
|
|||||
Net Cash Provided by Operating Activities
|
|
1,266
|
|
|
1,284
|
|
|
1,174
|
|
|
954
|
|
|
765
|
|
|||||
Capital Expenditures
|
|
426
|
|
|
274
|
|
|
202
|
|
|
479
|
|
|
749
|
|
|||||
Long-term Debt
|
|
3,481
|
|
|
2,507
|
|
|
2,723
|
|
|
2,897
|
|
|
2,905
|
|
|||||
Other Long-term Liabilities
|
|
780
|
|
|
761
|
|
|
731
|
|
|
732
|
|
|
709
|
|
|||||
Shareholders’ Equity
|
|
137
|
|
|
1,476
|
|
|
2,183
|
|
|
1,874
|
|
|
2,219
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on Average Shareholders’ Equity
|
|
105
|
%
|
|
44
|
%
|
|
22
|
%
|
|
11
|
%
|
|
28
|
%
|
|||||
Comparable Store Sales Increase (Decrease) (c)
|
|
10
|
%
|
|
9
|
%
|
|
(4
|
)%
|
|
(9
|
)%
|
|
(2
|
)%
|
|||||
Return on Average Assets
|
|
14
|
%
|
|
12
|
%
|
|
6
|
%
|
|
3
|
%
|
|
10
|
%
|
|||||
Current Ratio
|
|
1.6
|
|
|
1.7
|
|
|
2.5
|
|
|
2.3
|
|
|
2.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stores and Associates at End of Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Stores (d)
|
|
2,941
|
|
|
2,968
|
|
|
2,971
|
|
|
3,014
|
|
|
2,926
|
|
|||||
Selling Square Feet (in thousands) (d)
|
|
10,934
|
|
|
10,974
|
|
|
10,934
|
|
|
10,898
|
|
|
10,310
|
|
|||||
Number of Associates
|
|
97,000
|
|
|
96,500
|
|
|
92,100
|
|
|
90,900
|
|
|
97,500
|
|
(a)
|
Operating income includes the effect of the following items:
|
(i)
|
In 2011, a
$232 million
impairment charge related to goodwill and other intangible assets for our La Senza business; a
$111 million
gain related to the divestiture of 51% of our third-party apparel sourcing business;
$163 million
of expense related to the charitable contribution of our remaining shares of Express, Inc. to the Limited Brands Foundation; and
$24 million
of restructuring expenses at La Senza.
|
(ii)
|
In 2009, a $9 million pre-tax gain, $14 million net of related tax benefits, associated with the reversal of an accrued contractual liability as a result of the divestiture of a joint venture.
|
(iii)
|
In 2008, a $215 million impairment charge related to goodwill and other intangible assets for our La Senza business; a $128 million gain related to the divestiture of a personal care joint venture; $23 million of expense related to restructuring activities; and a $19 million impairment charge related to a joint venture.
|
(iv)
|
In 2007, a $302 million gain related to the divestiture of Express; a $72 million loss related to the divestiture of Limited Stores; $48 million related to initial recognition of income for unredeemed gift cards at Victoria’s Secret; $53 million of expense related to various restructuring activities; and $37 million of gains related to asset sales.
|
(b)
|
In addition to the items previously discussed in (a), net income includes the effect of the following items:
|
(i)
|
In 2011, a
$147 million
gain related to the charitable contribution of our remaining shares of Express, Inc. to the Limited Brands Foundation; an
$86 million
gain related to the sale of Express, Inc. common stock; and $56 million of favorable income tax benefits related to certain discrete tax matters.
|
(ii)
|
In 2010, a $52 million gain related to the initial public offering of Express including the sale of a portion of our shares; a $49 million pre-tax gain related to a $57 million cash distribution from Express; a $45 million pre-tax gain related to the sale of Express stock; a $25 million pre-tax loss associated with the early retirement of portions of our 2012 and 2014 notes; a $20 million pre-tax gain associated with the sale of our remaining 25% ownership interest in Limited Stores; and a $7 million pre-tax gain related to a dividend payment from Express.
|
(iii)
|
In 2009, $23 million of favorable income tax benefits in the fourth quarter primarily related to the reorganization of certain foreign subsidiaries and $9 million of favorable income tax benefits in the third quarter primarily due to the resolution of certain tax matters.
|
(iv)
|
In 2008, $15 million of favorable tax benefits in the fourth quarter primarily related to certain discrete foreign and state income tax items and a $13 million pre-tax gain related to a cash distribution from Express.
|
(v)
|
In 2007, a $100 million pre-tax gain related to a cash distribution from Easton Town Center, LLC; a $17 million pre-tax gain related to an interest rate hedge; and $67 million of favorable tax benefits primarily relating to: 1) the reversal of state net operating loss carryforward valuation allowances and other favorable tax benefits associated with the Apparel divestitures; 2) a decline in the Canadian federal tax rate; 3) audit settlements and 4) other items.
|
(c)
|
A store is typically included in the calculation of comparable store sales when it has been open or owned 12 months or more and it has not had a change in selling square footage of 20% or more. Additionally, stores of a given brand are excluded if total selling square footage for the brand in the mall changes by 20% or more through the opening or closing of a second store.
|
(d)
|
Number of stores and selling square feet excludes independently owned La Senza, Bath & Body Works and Victoria’s Secret stores operated by licensees and franchisees.
|
•
|
Grow and maximize profitability of our core brands in current channels and geographies;
|
•
|
Extend our core brands into new channels and geographies;
|
•
|
Incubate and grow new brands in current channels;
|
•
|
Build enabling infrastructure and capabilities;
|
•
|
Become the top destination for talent; and
|
•
|
Optimize our capital structure.
|
•
|
Victoria's Secret Beauty and Accessories Stores (formerly Victoria's Secret Travel and Tourism Stores)
—Our partners opened
40
additional Victoria’s Secret Beauty and Accessories stores bringing the total to
57
. These stores are principally located in airports and tourist destinations. These stores are focused on Victoria’s Secret branded beauty and accessory products and are operated by partners under a franchise or wholesale model. Our partners plan to open an additional
75
Victoria’s Secret Beauty and Accessories stores in
2012
.
|
•
|
Bath & Body Works Franchise Stores
—Our partners opened
12
Bath & Body Works stores in the Middle East in 2011 bringing the total to
18
. Our partners plan to open approximately
32
additional stores in
2012
.
|
•
|
Victoria’s Secret Full Assortment Stores
—We announced plans to open a company-owned Victoria’s Secret full assortment store on the corner of New Bond Street and Brook Street in London in
2012
as well as a company-owned mall-based store in London. Additionally, a partner plans to open a total of 3 stores in Dubai and Kuwait City in
2012
.
|
•
|
La Senza Franchise Stores
—Our partners opened
49
additional La Senza stores and plan to open a total of approximately
45
new La Senza stores globally in
2012
.
|
•
|
Victoria's Secret Pink Stores
—We have opened 2 Victoria's Secret Pink stores in the United States in 2011 bringing the total to 15. We plan to open approximately 20 additional stores in
2012
.
|
•
|
Victoria's Secret VSX Stores
—We have opened 1 Victoria's Secret VSX store in the United States in 2011 bringing the total to 2.
|
•
|
Henri Bendel
—We have opened 8 Henri Bendel stores in the United States in 2011 bringing the total to 19. We plan to open approximately 10 additional stores in
2012
.
|
•
|
Inventory levels
— Our inventory ended
2011
down
3%
compared to
2010
and our inventory per selling square foot ended
2011
flat compared to
2010
.
|
•
|
Capital expenditures
—Our capital expenditures of
$426 million
included $281 million for opening new stores and remodeling and improving existing stores. Remaining capital expenditures were primarily related to spending on technology and infrastructure to support growth.
|
•
|
Cash and liquidity
—We generated cash flow from operations of
$1.266 billion
in
2011
and ended the year with
$935 million
in cash.
|
•
|
Significantly improved adjusted operating income and adjusted operating income rate driven primarily by the increase in net sales and related expense leverage;
|
•
|
At Victoria's Secret, sales increased 11% and operating income increased 22%;
|
•
|
At Bath & Body Works, sales increased 6% and operating income increased 11%;
|
•
|
Returned over
$2.3 billion
to our shareholders through special dividends, share repurchases and our ongoing regular dividends. In January
2012
, our Board of Directors approved an increase in our first quarter
2012
common stock dividend from
$0.20
to
$0.25
per share;
|
•
|
Continued expansion of company-owned Bath & Body Works and Victoria’s Secret stores into Canada;
|
•
|
Continued expansion of Bath & Body Works stores in the Middle East with a franchise partner;
|
•
|
Continued expansion of Victoria’s Secret Beauty and Accessories stores throughout the world;
|
•
|
Divested 51% of our third-party apparel sourcing business for pre-tax cash proceeds of
$124 million
; and
|
•
|
Continued repositioning of the La Senza brand. During the fourth quarter of 2011, we initiated a restructuring program designed to resize a portion of La Senza's store fleet and relocate its home office from Montreal, Canada to Columbus,
|
|
2011
|
|
2010
|
|
2009
|
||||||
Detail of Special Items included in Operating Income - Income (Expense)
|
|
|
|
|
|
||||||
La Senza Goodwill and Intangible Asset Impairment Charges
|
$
|
(232
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Expense related to Contribution of Express Common Stock to The Limited Brands Foundation
|
(163
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
111
|
|
|
—
|
|
|
—
|
|
|||
La Senza Restructuring Charges
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Divestiture of Joint Venture
|
—
|
|
|
—
|
|
|
9
|
|
|||
Total Special Items included in Operating Income
|
$
|
(308
|
)
|
|
$
|
—
|
|
|
$
|
9
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Other Income - Income (Expense)
|
|
|
|
|
|
||||||
Gain on Sale of Express Common Stock
|
$
|
86
|
|
|
$
|
45
|
|
|
$
|
—
|
|
Gain on Contribution of Express Common Stock to The Limited Brands Foundation
|
147
|
|
|
—
|
|
|
—
|
|
|||
Gain on Express Initial Public Offering
|
—
|
|
|
52
|
|
|
—
|
|
|||
Gain on Distributions from Express
|
—
|
|
|
49
|
|
|
—
|
|
|||
Gain on Sale of Limited Stores Ownership Interest
|
—
|
|
|
20
|
|
|
—
|
|
|||
Loss on Extinguishment of Debt
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Gain on Express Dividend
|
—
|
|
|
7
|
|
|
—
|
|
|||
Total Special Items included in Other Income
|
$
|
233
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Provision for Income Taxes - Benefit (Provision)
|
|
|
|
|
|
||||||
Tax effect of Special Items included in Operating Income
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Tax effect of Special Items included in Other Income
|
(31
|
)
|
|
(27
|
)
|
|
—
|
|
|||
Tax benefit related to favorable resolution of certain discrete income tax matters
|
56
|
|
|
—
|
|
|
32
|
|
|||
Total Special Items included in Provision for Income Taxes
|
$
|
108
|
|
|
$
|
(27
|
)
|
|
$
|
37
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Operating Income to Adjusted Operating Income
|
|
|
|
|
|
||||||
Reported Operating Income
|
$
|
1,238
|
|
|
$
|
1,284
|
|
|
$
|
868
|
|
Special Items included in Operating Income
|
308
|
|
|
—
|
|
|
(9
|
)
|
|||
Adjusted Operating Income
|
$
|
1,546
|
|
|
$
|
1,284
|
|
|
$
|
859
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Net Income to Adjusted Net Income
|
|
|
|
|
|
||||||
Reported Net Income
|
$
|
850
|
|
|
$
|
805
|
|
|
$
|
448
|
|
Special Items included in Net Income
|
(33
|
)
|
|
(121
|
)
|
|
(46
|
)
|
|||
Adjusted Net Income
|
$
|
817
|
|
|
$
|
684
|
|
|
$
|
402
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Earnings Per Share to Adjusted Earnings Per Share
|
|
|
|
|
|
||||||
Reported Earnings Per Share
|
$
|
2.70
|
|
|
$
|
2.42
|
|
|
$
|
1.37
|
|
Special Items included in Earnings Per Share
|
(0.10
|
)
|
|
(0.36
|
)
|
|
(0.14
|
)
|
|||
Adjusted Earnings Per Share
|
$
|
2.60
|
|
|
$
|
2.06
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
||||||||
Sales per Average Selling Square Foot
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
$
|
754
|
|
|
$
|
663
|
|
|
$
|
581
|
|
|
14
|
%
|
|
14
|
%
|
Bath & Body Works (a)
|
658
|
|
|
620
|
|
|
587
|
|
|
6
|
%
|
|
6
|
%
|
|||
La Senza (b)
|
409
|
|
|
397
|
|
|
420
|
|
|
3
|
%
|
|
(5
|
)%
|
|||
Sales per Average Store (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
$
|
4,463
|
|
|
$
|
3,886
|
|
|
$
|
3,356
|
|
|
15
|
%
|
|
16
|
%
|
Bath & Body Works (a)
|
1,561
|
|
|
1,468
|
|
|
1,393
|
|
|
6
|
%
|
|
5
|
%
|
|||
La Senza (b)
|
1,362
|
|
|
1,333
|
|
|
1,335
|
|
|
2
|
%
|
|
—
|
%
|
|||
Average Store Size (selling square feet)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
5,941
|
|
|
5,892
|
|
|
5,830
|
|
|
1
|
%
|
|
1
|
%
|
|||
Bath & Body Works (a)
|
2,374
|
|
|
2,369
|
|
|
2,370
|
|
|
—
|
%
|
|
—
|
%
|
|||
La Senza
|
3,312
|
|
|
3,343
|
|
|
3,366
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|||
Total Selling Square Feet (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
6,042
|
|
|
6,057
|
|
|
6,063
|
|
|
—
|
%
|
|
—
|
%
|
|||
Bath & Body Works (a)
|
3,768
|
|
|
3,805
|
|
|
3,856
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|||
La Senza
|
762
|
|
|
843
|
|
|
869
|
|
|
(10
|
)%
|
|
(3
|
)%
|
(a)
|
Metric relates to company-owned stores in the U.S.
|
(b)
|
Metric is presented in Canadian dollars to eliminate the impact of foreign currency fluctuations.
|
Number of Stores (a)
|
|
2011
|
|
2010
|
|
2009
|
|||
Victoria’s Secret U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,028
|
|
|
1,040
|
|
|
1,043
|
|
Opened
|
|
8
|
|
|
6
|
|
|
13
|
|
Closed
|
|
(19
|
)
|
|
(18
|
)
|
|
(16
|
)
|
End of Period
|
|
1,017
|
|
|
1,028
|
|
|
1,040
|
|
Bath & Body Works U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,606
|
|
|
1,627
|
|
|
1,638
|
|
Opened
|
|
6
|
|
|
2
|
|
|
9
|
|
Closed
|
|
(25
|
)
|
|
(23
|
)
|
|
(20
|
)
|
End of Period
|
|
1,587
|
|
|
1,606
|
|
|
1,627
|
|
La Senza
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
252
|
|
|
258
|
|
|
322
|
|
Opened
|
|
—
|
|
|
—
|
|
|
2
|
|
Closed (b)
|
|
(22
|
)
|
|
(6
|
)
|
|
(66
|
)
|
End of Period
|
|
230
|
|
|
252
|
|
|
258
|
|
Bath & Body Works Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
59
|
|
|
31
|
|
|
6
|
|
Opened
|
|
10
|
|
|
28
|
|
|
25
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
69
|
|
|
59
|
|
|
31
|
|
Victoria’s Secret Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
12
|
|
|
4
|
|
|
—
|
|
Opened
|
|
8
|
|
|
8
|
|
|
4
|
|
Closed
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
End of Period
|
|
19
|
|
|
12
|
|
|
4
|
|
Henri Bendel
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
11
|
|
|
11
|
|
|
5
|
|
Opened
|
|
8
|
|
|
—
|
|
|
6
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
19
|
|
|
11
|
|
|
11
|
|
Total
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
2,968
|
|
|
2,971
|
|
|
3,014
|
|
Opened
|
|
40
|
|
|
44
|
|
|
59
|
|
Closed
|
|
(67
|
)
|
|
(47
|
)
|
|
(102
|
)
|
End of Period
|
|
2,941
|
|
|
2,968
|
|
|
2,971
|
|
(a)
|
Number of stores excludes independently owned La Senza, Bath & Body Works and Victoria’s Secret stores operated by licensees and franchisees.
|
(b)
|
In 2009, we closed 53 La Senza Girl stores.
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
1,081
|
|
|
$
|
889
|
|
|
17.7
|
%
|
|
16.1
|
%
|
Bath & Body Works
|
513
|
|
|
464
|
|
|
19.2
|
%
|
|
18.4
|
%
|
||
Other (a) (b) (c) (d) (e)
|
(356
|
)
|
|
(69
|
)
|
|
(22.7
|
)%
|
|
(4.3
|
)%
|
||
Total
|
$
|
1,238
|
|
|
$
|
1,284
|
|
|
11.9
|
%
|
|
13.4
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. In the fourth quarter of 2011, we divested 51% of our third-party apparel sourcing business. As such, results of this business are only included through the first three quarters of 2011. For additional information, see Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(b)
|
2011 includes a
$232 million
impairment of goodwill, trade name and a lease-related intangible asset at La Senza. For additional information, see Note
8
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(c)
|
2011 includes
$163 million
of expense associated with the charitable contribution of shares of Express, Inc. to The Limited Brands Foundation. For additional information, see Note
9
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(d)
|
2011 includes an
$111 million
gain associated with the divestiture of the third-party apparel sourcing business. For additional information, see Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(e)
|
2011 includes
$24 million
of expense at associated with the restructuring at La Senza. For additional information, see Note
5
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
|
2011
|
|
2010
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores
|
$
|
4,564
|
|
|
$
|
4,018
|
|
|
14
|
%
|
Victoria’s Secret Direct
|
1,557
|
|
|
1,502
|
|
|
4
|
%
|
||
Total Victoria’s Secret
|
6,121
|
|
|
5,520
|
|
|
11
|
%
|
||
Bath & Body Works
|
2,674
|
|
|
2,515
|
|
|
6
|
%
|
||
Other (a)
|
1,569
|
|
|
1,578
|
|
|
(1
|
%)
|
||
Total Net Sales
|
$
|
10,364
|
|
|
$
|
9,613
|
|
|
8
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. In the fourth quarter of 2011, we divested 51% of our third-party apparel sourcing business. As such, results of this business are only included through the first three quarters of 2011. Fourth quarter 2010 sales for the third-party apparel sourcing business were $235 million. For additional information, See Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
|
Victoria’s
Secret
|
|
Bath &
Body Works
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
2010 Net Sales
|
$
|
5,520
|
|
|
$
|
2,515
|
|
|
$
|
1,578
|
|
|
$
|
9,613
|
|
Comparable Store Sales
|
521
|
|
|
132
|
|
|
(18
|
)
|
|
635
|
|
||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
25
|
|
|
(14
|
)
|
|
126
|
|
|
137
|
|
||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||
Direct Channels
|
55
|
|
|
41
|
|
|
—
|
|
|
96
|
|
||||
Mast Global Third-party Sales and Other
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
(137
|
)
|
||||
2011 Net Sales
|
$
|
6,121
|
|
|
$
|
2,674
|
|
|
$
|
1,569
|
|
|
$
|
10,364
|
|
|
2011
|
|
2010
|
||
Victoria’s Secret
|
14
|
%
|
|
14
|
%
|
Bath & Body Works
|
6
|
%
|
|
5
|
%
|
Total Comparable Store Sales (a)
|
10
|
%
|
|
9
|
%
|
(a)
|
Includes La Senza, Bath & Body Works Canada, Victoria’s Secret Canada and Henri Bendel.
|
•
|
At Victoria's Secret Stores, net sales increased across most categories including Pink, core lingerie, beauty and loungewear driven by a compelling merchandise assortment that incorporated newness, innovation and fashion as well as in-store execution; and
|
•
|
At Victoria's Secret Direct, net sales increased 4% with increases across most categories including Pink, swimwear, core lingerie and apparel driven by a compelling merchandise assortment.
|
•
|
At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin was partially offset by an increase in buying and occupancy expenses primarily driven by higher net sales and store related activity; and
|
•
|
At Victoria's Secret Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. In addition, buying and occupancy expenses decreased primarily due to lower catalogue and fulfillment costs.
|
|
2011
|
|
2010
|
||||
Average daily borrowings (in millions)
|
$
|
3,401
|
|
|
$
|
2,602
|
|
Average borrowing rate (in percentages)
|
6.6
|
%
|
|
7.0
|
%
|
•
|
a $52 million gain related to the initial public offering of Express including the sale of a portion of our shares;
|
•
|
a $49 million gain related to a $57 million cash distribution from Express;
|
•
|
a $45 million gain related to the sale of Express stock;
|
•
|
a $20 million gain related to the divestiture of our remaining 25% ownership in Limited Stores;
|
•
|
a $25 million loss on the extinguishment of debt; and
|
•
|
a $7 million gain related to a dividend payment from Express.
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
447
|
|
|
$
|
398
|
|
|
21.4
|
%
|
|
21.0
|
%
|
Bath & Body Works
|
348
|
|
|
330
|
|
|
30.9
|
%
|
|
30.5
|
%
|
||
Other (a) (b) (c) (d)
|
(154
|
)
|
|
(14
|
)
|
|
(51.8
|
)%
|
|
(3.0
|
)%
|
||
Total
|
$
|
641
|
|
|
$
|
714
|
|
|
18.2
|
%
|
|
20.6
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. In the fourth quarter of 2011, we divested 51% of our third-party apparel sourcing business. As such, results of this business are only included through the first three quarters of 2011. For additional information, See Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(b)
|
2011 includes a
$232 million
impairment of goodwill, the trade name, and a lease-related intangible asset at La Senza. For additional information, see Note
8
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(c)
|
2011 includes a
$111 million
gain associated with the divestiture of the third-party apparel sourcing business. For additional information, see Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(d)
|
2011 includes
$24 million
of expense associated with the restructuring of our La Senza business. For additional information, see Note
5
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
|
|
2011
|
|
2010
|
|
% Change
|
|||||
Fourth Quarter
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores
|
|
$
|
1,572
|
|
|
$
|
1,393
|
|
|
13
|
%
|
Victoria’s Secret Direct
|
|
518
|
|
|
503
|
|
|
3
|
%
|
||
Total Victoria’s Secret
|
|
2,090
|
|
|
1,896
|
|
|
10
|
%
|
||
Bath & Body Works
|
|
1,127
|
|
|
1,081
|
|
|
4
|
%
|
||
Other (a)
|
|
298
|
|
|
479
|
|
|
(38
|
)%
|
||
Total Net Sales
|
|
$
|
3,515
|
|
|
$
|
3,456
|
|
|
2
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. In the fourth quarter of 2011, we divested 51% of our third-party apparel sourcing business. As such, results of this business are only included through the first three quarters of 2011. Fourth quarter 2010 sales for the third-party apparel sourcing business were $235 million. For additional information, See Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Other
|
|
Total
|
||||||||
Fourth Quarter
|
|
(in millions)
|
||||||||||||||
2010 Net Sales
|
|
$
|
1,896
|
|
|
$
|
1,081
|
|
|
$
|
479
|
|
|
$
|
3,456
|
|
Comparable Store Sales
|
|
163
|
|
|
33
|
|
|
(7
|
)
|
|
189
|
|
||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
16
|
|
|
—
|
|
|
41
|
|
|
57
|
|
||||
Foreign Currency Translation
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Direct Channels
|
|
15
|
|
|
13
|
|
|
—
|
|
|
28
|
|
||||
Mast Global Third-party Sales and Other
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
(212
|
)
|
||||
2011 Net Sales
|
|
$
|
2,090
|
|
|
$
|
1,127
|
|
|
$
|
298
|
|
|
$
|
3,515
|
|
Fourth Quarter
|
|
2011
|
|
2010
|
||
Victoria’s Secret Stores
|
|
12
|
%
|
|
15
|
%
|
Bath & Body Works
|
|
3
|
%
|
|
6
|
%
|
Total Comparable Store Sales (a)
|
|
7
|
%
|
|
10
|
%
|
(a)
|
Includes La Senza, Bath & Body Works Canada, Victoria’s Secret Canada and Henri Bendel.
|
•
|
At Victoria’s Secret Stores, net sales increased across most categories, including Pink, core lingerie, loungewear and beauty driven by a compelling merchandise assortment that incorporated newness, innovation and fashion as well as in-store execution; and
|
•
|
At Victoria’s Secret Direct, net sales increased 3% related to increases in Pink, apparel, and core lingerie.
|
•
|
At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin dollars was partially offset by higher buying and occupancy expenses driven by higher net sales and store related activity; and
|
•
|
At Victoria's Secret Direct, gross profit was flat as the decrease in merchandise margin dollars driven by increased product costs and promotional activity was offset by a decrease in buying and occupancy expense.
|
Fourth Quarter
|
|
2011
|
|
2010
|
||||
Average daily borrowings (in millions)
|
|
$
|
3,556
|
|
|
$
|
2,560
|
|
Average borrowing rate (in percentages)
|
|
6.8
|
%
|
|
7.1
|
%
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2010
|
|
2009
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
888
|
|
|
$
|
579
|
|
|
16.1
|
%
|
|
11.8
|
%
|
Bath & Body Works
|
464
|
|
|
358
|
|
|
18.4
|
%
|
|
15.0
|
%
|
||
Other (a) (b)
|
(68
|
)
|
|
(69
|
)
|
|
(4.3
|
)%
|
|
(5.0
|
)%
|
||
Total
|
$
|
1,284
|
|
|
$
|
868
|
|
|
13.4
|
%
|
|
10.1
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. See "Segment Reporting Change".
|
(b)
|
2009 includes a $9 million gain associated with the reversal of an accrued contractual liability. For additional information, see Note
9
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
|
|
2010
|
|
2009
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores
|
$
|
4,018
|
|
|
$
|
3,496
|
|
|
15
|
%
|
Victoria’s Secret Direct
|
1,502
|
|
|
1,388
|
|
|
8
|
%
|
||
Total Victoria’s Secret
|
5,520
|
|
|
4,884
|
|
|
13
|
%
|
||
Bath & Body Works
|
2,515
|
|
|
2,383
|
|
|
6
|
%
|
||
Other (a)
|
1,578
|
|
|
1,365
|
|
|
16
|
%
|
||
Total Net Sales
|
$
|
9,613
|
|
|
$
|
8,632
|
|
|
11
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. See "Segment Reporting Change".
|
|
Victoria’s
Secret
|
|
Bath &
Body Works
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
2009 Net Sales
|
$
|
4,884
|
|
|
$
|
2,383
|
|
|
$
|
1,365
|
|
|
$
|
8,632
|
|
Comparable Store Sales
|
453
|
|
|
105
|
|
|
(8
|
)
|
|
550
|
|
||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
69
|
|
|
(6
|
)
|
|
51
|
|
|
114
|
|
||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||
Direct Channels
|
114
|
|
|
33
|
|
|
—
|
|
|
147
|
|
||||
Mast Global Third-party Sales and Other
|
—
|
|
|
—
|
|
|
129
|
|
|
129
|
|
||||
2010 Net Sales
|
$
|
5,520
|
|
|
$
|
2,515
|
|
|
$
|
1,578
|
|
|
$
|
9,613
|
|
|
2010
|
|
2009
|
||
Victoria’s Secret
|
14
|
%
|
|
(6
|
)%
|
Bath & Body Works
|
5
|
%
|
|
(1
|
)%
|
Total Comparable Store Sales (a)
|
9
|
%
|
|
(4
|
)%
|
(a)
|
Includes La Senza, Bath & Body Works Canada, Victoria’s Secret Canada and Henri Bendel.
|
•
|
At Victoria’s Secret Stores, net sales increased across most categories including Pink, core lingerie and beauty driven by a compelling merchandise assortment that incorporated newness, innovation and fashion; and
|
•
|
At Victoria’s Secret Direct, net sales increased 8% with increases across most categories, including intimates and swimwear driven by a compelling merchandise assortment.
|
•
|
an increase in store selling expenses, which includes costs related to new stores in Canada;
|
•
|
higher payroll including incentive compensation costs;
|
•
|
higher stock compensation costs due to a lower forfeiture rate as a result of lower associate turnover; and
|
•
|
an increase in marketing expenses.
|
|
2010
|
|
2009
|
||||
Average daily borrowings (in millions)
|
$
|
2,602
|
|
|
$
|
2,982
|
|
Average borrowing rate (in percentages)
|
7.0
|
%
|
|
6.7
|
%
|
•
|
a $52 million gain related to the initial public offering of Express including the sale of a portion of our shares;
|
•
|
a $49 million gain related to a $57 million cash distribution from Express;
|
•
|
a $45 million gain related to the sale of Express stock;
|
•
|
a $20 million gain related to the divestiture of our remaining 25% ownership in Limited Stores;
|
•
|
a $7 million gain related to a dividend payment from Express; and
|
•
|
higher income from our equity investments in Express and Limited Stores.
|
•
|
a $25 million loss on extinguishment of a portion of our 2012 and 2014 Notes.
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2010
|
|
2009
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
398
|
|
|
$
|
318
|
|
|
21.0
|
%
|
|
19.1
|
%
|
Bath & Body Works
|
330
|
|
|
294
|
|
|
30.5
|
%
|
|
29.2
|
%
|
||
Other (a)
|
(14
|
)
|
|
(26
|
)
|
|
(3.0
|
)%
|
|
(6.8
|
)%
|
||
Total
|
$
|
714
|
|
|
$
|
586
|
|
|
20.6
|
%
|
|
19.1
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. See "Segment Reporting Change".
|
|
|
2010
|
|
2009
|
|
% Change
|
|||||
Fourth Quarter
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores
|
|
$
|
1,393
|
|
|
$
|
1,201
|
|
|
16
|
%
|
Victoria’s Secret Direct
|
|
503
|
|
|
463
|
|
|
9
|
%
|
||
Total Victoria’s Secret
|
|
1,896
|
|
|
1,664
|
|
|
14
|
%
|
||
Bath & Body Works
|
|
1,081
|
|
|
1,008
|
|
|
7
|
%
|
||
Other (a)
|
|
479
|
|
|
391
|
|
|
23
|
%
|
||
Total Net Sales
|
|
$
|
3,456
|
|
|
$
|
3,063
|
|
|
13
|
%
|
(a)
|
Includes Corporate, Mast Global, Henri Bendel and our international operations including La Senza. See "Segment Reporting Change".
|
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Other
|
|
Total
|
||||||||
Fourth Quarter
|
|
(in millions)
|
||||||||||||||
2009 Net Sales
|
|
$
|
1,664
|
|
|
$
|
1,008
|
|
|
$
|
391
|
|
|
$
|
3,063
|
|
Comparable Store Sales
|
|
173
|
|
|
53
|
|
|
(6
|
)
|
|
220
|
|
||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
18
|
|
|
3
|
|
|
30
|
|
|
51
|
|
||||
Foreign Currency Translation
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||
Direct Channels
|
|
41
|
|
|
17
|
|
|
—
|
|
|
58
|
|
||||
Mast Global Third-party Sales and Other
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||
2010 Net Sales
|
|
$
|
1,896
|
|
|
$
|
1,081
|
|
|
$
|
479
|
|
|
$
|
3,456
|
|
Fourth Quarter
|
|
2010
|
|
2009
|
||
Victoria’s Secret
|
|
15
|
%
|
|
—
|
%
|
Bath & Body Works
|
|
6
|
%
|
|
2
|
%
|
Total Comparable Store Sales (a)
|
|
10
|
%
|
|
1
|
%
|
(a)
|
Includes La Senza, Bath & Body Works Canada, Victoria’s Secret Canada and Henri Bendel.
|
•
|
At Victoria’s Secret Stores, net sales increased across most categories, including Pink, core lingerie and beauty driven by a compelling merchandise assortment that incorporated newness, innovation and fashion; and
|
•
|
At Victoria’s Secret Direct, net sales increased 9% with increases across most categories, including intimates and swimwear, driven by a compelling merchandise assortment. This was partially offset by a decrease in apparel.
|
•
|
At Victoria’s Secret Stores, gross profit increased driven by higher merchandise margin dollars as a result of the increase in net sales and decreased promotional activity. The increase in merchandise margin dollars was slightly offset by an increase in buying and occupancy expenses primarily related to increased occupancy costs driven by higher net sales; and
|
•
|
At Victoria’s Secret Direct, gross profit increased driven by higher merchandise margin dollars as a result of an increase in net sales and a decrease in promotional activity.
|
•
|
an increase in store selling expenses, which includes costs related to new stores in Canada;
|
•
|
higher stock compensation costs due to a lower forfeiture rate as a result of lower associate turnover; and
|
•
|
an increase in marketing expenses.
|
Fourth Quarter
|
|
2010
|
|
2009
|
||||
Average daily borrowings (in millions)
|
|
$
|
2,560
|
|
|
$
|
2,857
|
|
Average borrowing rate (in percentages)
|
|
7.1
|
%
|
|
6.8
|
%
|
|
January 28, 2012
|
|
January 29, 2011
|
||
|
(in millions)
|
||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
1,000
|
|
|
—
|
|
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)
|
488
|
|
|
486
|
|
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
400
|
|
|
400
|
|
Total Senior Unsecured Debt with Subsidiary Guarantee
|
1,888
|
|
|
886
|
|
Senior Unsecured Debt
|
|
|
|
||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”) (a)
|
724
|
|
|
699
|
|
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount (“2033 Notes”)
|
350
|
|
|
350
|
|
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount (“2037 Notes”)
|
299
|
|
|
299
|
|
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount (“2014 Notes”) (b)
|
220
|
|
|
215
|
|
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (“2012 Notes”) (c)
|
57
|
|
|
58
|
|
Total Senior Unsecured Debt
|
1,650
|
|
|
1,621
|
|
Total
|
3,538
|
|
|
2,507
|
|
Current Portion of Long-term Debt (c)
|
(57
|
)
|
|
—
|
|
Total Long-term Debt, Net of Current Portion
|
3,481
|
|
|
2,507
|
|
(a)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$25 million
as of
January 28, 2012
and
$0 million
as of
January 29, 2011
.
|
(b)
|
The principal balance outstanding was
$213 million
as of both
January 28, 2012
and
January 29, 2011
. The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$7 million
as of
January 28, 2012
and
$2 million
as of
January 29, 2011
.
|
(c)
|
The principal balance outstanding was
$57 million
as of both
January 28, 2012
and
January 29, 2011
. The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$0 million
as of
January 28, 2012
and
$1 million
as of
January 29, 2011
.
|
|
|
Notional Amount
|
||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
|
|
(in millions)
|
||||||
2012 Notes
|
|
$
|
—
|
|
|
$
|
57
|
|
2014 Notes
|
|
—
|
|
|
213
|
|
||
2017 Notes
|
|
175
|
|
|
325
|
|
||
Total
|
|
$
|
175
|
|
|
$
|
595
|
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
|
January 30, 2010
|
|
|||
|
(in millions)
|
||||||||||
Cash Provided by Operating Activities
|
$
|
1,266
|
|
|
$
|
1,284
|
|
|
$
|
1,174
|
|
Capital Expenditures
|
426
|
|
|
274
|
|
|
202
|
|
|||
Working Capital
|
842
|
|
|
1,088
|
|
|
1,928
|
|
|||
Capitalization:
|
|
|
|
|
|
||||||
Long-term Debt
|
3,481
|
|
|
2,507
|
|
|
2,723
|
|
|||
Shareholders’ Equity
|
137
|
|
|
1,476
|
|
|
2,183
|
|
|||
Total Capitalization
|
3,618
|
|
|
3,983
|
|
|
4,906
|
|
|||
Additional Amounts Under Credit Agreements (a)
|
1,000
|
|
|
800
|
|
|
1,000
|
|
|||
Remaining Amounts Available Under Credit Agreements (a)
|
987
|
|
|
755
|
|
|
935
|
|
(a)
|
As part of the February 19, 2009 amendment to the Revolving Facility, letters of credit issued subsequent to the amendment reduce our remaining availability under the Revolving Facility. We have outstanding letters of credit that reduce our remaining availability under the Revolving Facility of
$13 million
and
$45 million
as of
January 28, 2012
and
January 29, 2011
, respectively.
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
|
January 30, 2010
|
|
Debt-to-capitalization Ratio (a)
|
96
|
%
|
|
63
|
%
|
|
55
|
%
|
Cash Flow to Capital Investment (b)
|
297
|
%
|
|
468
|
%
|
|
581
|
%
|
(a)
|
Long-term debt divided by total capitalization
|
(b)
|
Net cash provided by operating activities divided by capital expenditures
|
|
Moody’s
|
|
S&P (a)
|
|
Fitch
|
Corporate
|
Ba1
|
|
BB+
|
|
BB+
|
Senior Unsecured Debt with Subsidiary Guarantee
|
Ba1
|
|
BB+
|
|
BB+
|
Senior Unsecured Debt
|
Ba2
|
|
BB+
|
|
BB
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
(a)
|
In February 2012, S&P downgraded our unsecured debt without subsidiary guarantees from BB+ to BB-.
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
|||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
||||||||||||||||||
November 2011 (a)
|
|
$
|
250
|
|
|
2,116
|
|
|
NA
|
|
|
NA
|
|
$
|
85
|
|
|
NA
|
|
|
NA
|
|
$
|
40.50
|
|
|
May 2011
|
|
500
|
|
|
13,293
|
|
|
NA
|
|
|
NA
|
|
500
|
|
|
NA
|
|
|
NA
|
|
37.59
|
|
||||
March 2011
|
|
500
|
|
|
13,695
|
|
|
NA
|
|
|
NA
|
|
500
|
|
|
NA
|
|
|
NA
|
|
36.49
|
|
||||
November 2010 (b)
|
|
200
|
|
|
3,431
|
|
|
1,907
|
|
|
NA
|
|
109
|
|
|
$
|
60
|
|
|
NA
|
|
31.68
|
|
|||
March 2010 (c)
|
|
200
|
|
|
NA
|
|
|
5,714
|
|
|
NA
|
|
NA
|
|
|
147
|
|
|
NA
|
|
25.69
|
|
||||
Total
|
|
|
|
32,535
|
|
|
7,621
|
|
|
|
|
$
|
1,194
|
|
|
$
|
207
|
|
|
|
|
|
(a)
|
The November 2011 repurchase program had
$165 million
remaining as of
January 28, 2012
.
|
(b)
|
The November 2010 repurchase program had
$31 million
remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.
|
(c)
|
The March 2010 repurchase program had
$53 million
remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.
|
NA
|
Not applicable
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
|
(per share)
|
|
(in millions)
|
||||||||||||
2011
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.20
|
|
|
$
|
2.00
|
|
|
$
|
2.20
|
|
|
$
|
653
|
|
Third Quarter
|
|
0.20
|
|
|
—
|
|
|
0.20
|
|
|
60
|
|
||||
Second Quarter
|
|
0.20
|
|
|
1.00
|
|
|
1.20
|
|
|
367
|
|
||||
First Quarter
|
|
0.20
|
|
|
—
|
|
|
0.20
|
|
|
64
|
|
||||
2011 Total
|
|
$
|
0.80
|
|
|
$
|
3.00
|
|
|
$
|
3.80
|
|
|
$
|
1,144
|
|
2010
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.15
|
|
|
$
|
3.00
|
|
|
$
|
3.15
|
|
|
$
|
1,017
|
|
Third Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
49
|
|
||||
Second Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
49
|
|
||||
First Quarter
|
|
0.15
|
|
|
1.00
|
|
|
1.15
|
|
|
373
|
|
||||
2010 Total
|
|
$
|
0.60
|
|
|
$
|
4.00
|
|
|
$
|
4.60
|
|
|
$
|
1,488
|
|
2009
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.15
|
|
|
$
|
49
|
|
Third Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
48
|
|
||||
Second Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
48
|
|
||||
First Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
48
|
|
||||
2009 Total
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
193
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Cash and Cash Equivalents, Beginning of Year
|
$
|
1,130
|
|
|
$
|
1,804
|
|
|
$
|
1,173
|
|
Net Cash Flows Provided by Operating Activities
|
1,266
|
|
|
1,284
|
|
|
1,174
|
|
|||
Net Cash Flows Used For Investing Activities
|
(226
|
)
|
|
(106
|
)
|
|
(162
|
)
|
|||
Net Cash Flows Used For Financing Activities
|
(1,237
|
)
|
|
(1,857
|
)
|
|
(387
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
2
|
|
|
5
|
|
|
6
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(195
|
)
|
|
(674
|
)
|
|
631
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
935
|
|
|
$
|
1,130
|
|
|
$
|
1,804
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
|
Total
|
|
Less
Than 1
Year
|
|
1-3
Years
|
|
4-5
Years
|
|
More
than 5
Years
|
|
Other
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Long-term Debt (a)
|
$
|
6,114
|
|
|
$
|
304
|
|
|
$
|
700
|
|
|
$
|
465
|
|
|
$
|
4,645
|
|
|
$
|
—
|
|
Operating Leases Obligations (b)
|
3,120
|
|
|
493
|
|
|
897
|
|
|
710
|
|
|
1,020
|
|
|
—
|
|
||||||
Purchase Obligations (c)
|
1,193
|
|
|
1,130
|
|
|
53
|
|
|
5
|
|
|
5
|
|
|
—
|
|
||||||
Other Liabilities (d)
|
418
|
|
|
109
|
|
|
17
|
|
|
7
|
|
|
—
|
|
|
285
|
|
||||||
Total
|
$
|
10,845
|
|
|
$
|
2,036
|
|
|
$
|
1,667
|
|
|
$
|
1,187
|
|
|
$
|
5,670
|
|
|
$
|
285
|
|
(a)
|
Long-term debt obligations relate to our principal and interest payments for outstanding notes and debentures. Interest payments have been estimated based on the coupon rate for fixed rate obligations. Interest obligations exclude amounts which have been accrued through
January 28, 2012
. Subsequent to January 28, 2012, we issued
$1 billion
of
5.625%
notes due in February 2022. For additional information, see Note
12
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
|
(b)
|
Operating lease obligations primarily represent minimum payments due under store lease agreements. For additional information, see Note
16
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
|
(c)
|
Purchase obligations primarily include purchase orders for merchandise inventory and other agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
|
(d)
|
Other liabilities primarily includes future payments relating to our nonqualified supplemental retirement plan of
$214 million
which have been reflected under “Other” as the timing of these future payments is not known until an associate leaves the Company or otherwise requests an in-service distribution. In addition, Other Liabilities also includes future estimated payments associated with unrecognized tax benefits. The “Less Than 1 Year” category includes
$96 million
of these tax items because it is reasonably possible that the payments could change in the next twelve months due to audit settlements or resolution of uncertainties. The remaining portion totaling $71 million is included in the “Other” category as the timing and amount of these payments is not known until the matters are resolved with relevant tax authorities. For additional information, see Notes to the Consolidated Financial Statements in Item
8
. Financial Statements and Supplementary Data.
|
•
|
a 10% increase or decrease in estimated future cash flows would result in a $24 million change to the impairment charges.
|
•
|
a 1% increase or decrease in the discount rate would result in a $7 million change to the impairment charges.
|
•
|
a 10% increase or decrease in the terminal value assumption would result in an $18 million change to the impairment charges.
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
|
(in millions)
|
||||||
Long-term Debt:
|
|
|
|
||||
Carrying Value
|
$
|
3,538
|
|
|
$
|
2,507
|
|
Fair Value, Estimated (a) (b)
|
3,849
|
|
|
2,638
|
|
||
Cross-currency Swap Arrangements (c) (d)
|
60
|
|
|
57
|
|
||
Fixed-to-Floating Interest Rate Swap Arrangements (c) (e)
|
(14
|
)
|
|
(3
|
)
|
(a)
|
The estimated fair value of our publicly traded debt is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange.
|
(b)
|
The increase in the estimated fair value of our long-term debt reflects the March 2011 issuance of
$1 billion
notes due in April 2021 and increases in the estimated fair value of our remaining long-term debt.
|
(c)
|
Swap arrangements are in an (asset) liability position.
|
(d)
|
The change in fair value of the cross-currency swap arrangements from
January 29, 2011
to
January 28, 2012
is primarily due to the fluctuations in the U.S. dollar-Canadian dollar exchange rate.
|
(e)
|
The balance at January 29, 2011 represents multiple interest rate swap arrangements entered into during 2010 related to various outstanding notes to effectively convert the fixed interest rate on the related debt to a variable interest rate based on three-month London Interbank Offered Rate plus a fixed interest rate. The balance at January 28, 2012 only includes the interest rate swap arrangements related to our outstanding 2017 Notes as all others had been terminated in 2011.
|
|
Page No.
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net Sales
|
$
|
10,364
|
|
|
$
|
9,613
|
|
|
$
|
8,632
|
|
Costs of Goods Sold, Buying and Occupancy
|
(6,307
|
)
|
|
(5,982
|
)
|
|
(5,604
|
)
|
|||
Gross Profit
|
4,057
|
|
|
3,631
|
|
|
3,028
|
|
|||
General, Administrative and Store Operating Expenses
|
(2,698
|
)
|
|
(2,341
|
)
|
|
(2,166
|
)
|
|||
Impairment of Goodwill and Other Intangible Assets
|
(232
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
111
|
|
|
—
|
|
|
—
|
|
|||
Net Gain on Joint Venture
|
—
|
|
|
—
|
|
|
9
|
|
|||
Operating Income
|
1,238
|
|
|
1,284
|
|
|
868
|
|
|||
Interest Expense
|
(246
|
)
|
|
(208
|
)
|
|
(237
|
)
|
|||
Other Income
|
235
|
|
|
175
|
|
|
19
|
|
|||
Income Before Income Taxes
|
1,227
|
|
|
1,251
|
|
|
650
|
|
|||
Provision for Income Taxes
|
377
|
|
|
446
|
|
|
202
|
|
|||
Net Income
|
$
|
850
|
|
|
$
|
805
|
|
|
$
|
448
|
|
Net Income Per Basic Share
|
$
|
2.80
|
|
|
$
|
2.49
|
|
|
$
|
1.39
|
|
Net Income Per Diluted Share
|
$
|
2.70
|
|
|
$
|
2.42
|
|
|
$
|
1.37
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net Income
|
$
|
850
|
|
|
$
|
805
|
|
|
$
|
448
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
||||||
Reclassification of Cash Flow Hedges to Earnings
|
3
|
|
|
41
|
|
|
71
|
|
|||
Foreign Currency Translation
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Unrealized Loss on Cash Flow Hedges
|
(3
|
)
|
|
(24
|
)
|
|
(56
|
)
|
|||
Total Other Comprehensive Income (Loss), Net of Tax
|
(1
|
)
|
|
16
|
|
|
13
|
|
|||
Total Comprehensive Income
|
$
|
849
|
|
|
$
|
821
|
|
|
$
|
461
|
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
935
|
|
|
$
|
1,130
|
|
Accounts Receivable, Net
|
218
|
|
|
232
|
|
||
Inventories
|
997
|
|
|
1,032
|
|
||
Deferred Income Taxes
|
51
|
|
|
35
|
|
||
Other
|
167
|
|
|
163
|
|
||
Total Current Assets
|
2,368
|
|
|
2,592
|
|
||
Property and Equipment, Net
|
1,644
|
|
|
1,610
|
|
||
Goodwill
|
1,330
|
|
|
1,451
|
|
||
Trade Names and Other Intangible Assets, Net
|
495
|
|
|
592
|
|
||
Other Assets
|
271
|
|
|
206
|
|
||
Total Assets
|
$
|
6,108
|
|
|
$
|
6,451
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
540
|
|
|
$
|
545
|
|
Accrued Expenses and Other
|
770
|
|
|
765
|
|
||
Current Portion of Long-term Debt
|
57
|
|
|
—
|
|
||
Income Taxes
|
159
|
|
|
194
|
|
||
Total Current Liabilities
|
1,526
|
|
|
1,504
|
|
||
Deferred Income Taxes
|
183
|
|
|
202
|
|
||
Long-term Debt
|
3,481
|
|
|
2,507
|
|
||
Other Long-term Liabilities
|
780
|
|
|
761
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Preferred Stock—$1.00 par value; 10 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common Stock—$0.50 par value; 1,000 shares authorized; 296 and 329 shares issued; 295 and 321 shares outstanding, respectively
|
148
|
|
|
164
|
|
||
Paid-in Capital
|
25
|
|
|
164
|
|
||
Accumulated Other Comprehensive Income
|
—
|
|
|
1
|
|
||
Retained Earnings
|
24
|
|
|
1,354
|
|
||
Less: Treasury Stock, at Average Cost; 1 and 8 shares, respectively
|
(60
|
)
|
|
(207
|
)
|
||
Total Limited Brands, Inc. Shareholders’ Equity
|
137
|
|
|
1,476
|
|
||
Noncontrolling Interest
|
1
|
|
|
1
|
|
||
Total Equity
|
138
|
|
|
1,477
|
|
||
Total Liabilities and Equity
|
$
|
6,108
|
|
|
$
|
6,451
|
|
|
Common Stock
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Treasury
Stock, at
Average
Cost
|
|
Noncontrolling Interest
|
|
|
|||||||||||||||||
Shares
Outstanding
|
|
Par
Value
|
|
|
Total
Equity
|
|||||||||||||||||||||||||
Balance, January 31, 2009
|
321
|
|
|
$
|
262
|
|
|
$
|
1,544
|
|
|
$
|
(28
|
)
|
|
$
|
4,777
|
|
|
$
|
(4,681
|
)
|
|
$
|
1
|
|
|
$
|
1,875
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
448
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|||||||
Cash Dividends ($0.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(193
|
)
|
|
—
|
|
|
—
|
|
|
(193
|
)
|
|||||||
Treasury Share Retirement
|
—
|
|
|
(101
|
)
|
|
(1,545
|
)
|
|
—
|
|
|
(2,995
|
)
|
|
4,641
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of Stock Options and Other
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
41
|
|
|||||||
Balance, January 30, 2010
|
323
|
|
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
2,037
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2,184
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
805
|
|
|
—
|
|
|
—
|
|
|
821
|
|
|||||||
Cash Dividends ($4.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,488
|
)
|
|
—
|
|
|
—
|
|
|
(1,488
|
)
|
|||||||
Repurchase of Common Stock
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
(207
|
)
|
|||||||
Exercise of Stock Options and Other
|
6
|
|
|
3
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||||
Balance, January 29, 2011
|
321
|
|
|
$
|
164
|
|
|
$
|
164
|
|
|
$
|
1
|
|
|
$
|
1,354
|
|
|
$
|
(207
|
)
|
|
$
|
1
|
|
|
$
|
1,477
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|||||||
Other Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Total Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
850
|
|
|
—
|
|
|
—
|
|
|
849
|
|
|||||||
Cash Dividends ($3.80 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,144
|
)
|
|
—
|
|
|
—
|
|
|
(1,144
|
)
|
|||||||
Repurchase of Common Stock
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,194
|
)
|
|
—
|
|
|
(1,194
|
)
|
|||||||
Treasury Share Retirement
|
—
|
|
|
(19
|
)
|
|
(286
|
)
|
|
—
|
|
|
(1,036
|
)
|
|
1,341
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of Stock Options and Other
|
6
|
|
|
3
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||||
Balance, January 28, 2012
|
295
|
|
|
$
|
148
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
(60
|
)
|
|
$
|
1
|
|
|
$
|
138
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
850
|
|
|
$
|
805
|
|
|
$
|
448
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization of Long-lived Assets
|
391
|
|
|
394
|
|
|
393
|
|
|||
Amortization of Landlord Allowances
|
(35
|
)
|
|
(35
|
)
|
|
(36
|
)
|
|||
Goodwill and Intangible Asset Impairment Charges
|
232
|
|
|
6
|
|
|
3
|
|
|||
Deferred Income Taxes
|
(37
|
)
|
|
(24
|
)
|
|
49
|
|
|||
Share-based Compensation Expense
|
51
|
|
|
64
|
|
|
40
|
|
|||
Excess Tax Benefits from Share-based Compensation
|
(48
|
)
|
|
(19
|
)
|
|
—
|
|
|||
Expense related to Contribution of Express Common Stock to The Limited Brands Foundation
|
163
|
|
|
—
|
|
|
—
|
|
|||
Gain on Contribution of Express Common Stock to The Limited Brands Foundation
|
(147
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
(111
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Sale of Express Common Stock
|
(86
|
)
|
|
(45
|
)
|
|
—
|
|
|||
Gain on Distribution from Express
|
—
|
|
|
(49
|
)
|
|
—
|
|
|||
Gain on Express Initial Public Offering
|
—
|
|
|
(52
|
)
|
|
—
|
|
|||
Gain on Divestiture of Limited Stores
|
—
|
|
|
(20
|
)
|
|
—
|
|
|||
(Gain) Loss on Extinguishment of Debt
|
—
|
|
|
25
|
|
|
(2
|
)
|
|||
Net Gain on Joint Venture
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||
Changes in Assets and Liabilities, Net of Assets and Liabilities related to Divestitures:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(152
|
)
|
|
(11
|
)
|
|
22
|
|
|||
Inventories
|
(27
|
)
|
|
9
|
|
|
156
|
|
|||
Accounts Payable, Accrued Expenses and Other
|
106
|
|
|
112
|
|
|
17
|
|
|||
Income Taxes Payable
|
13
|
|
|
73
|
|
|
44
|
|
|||
Other Assets and Liabilities
|
103
|
|
|
51
|
|
|
49
|
|
|||
Net Cash Provided by Operating Activities
|
1,266
|
|
|
1,284
|
|
|
1,174
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital Expenditures
|
(426
|
)
|
|
(274
|
)
|
|
(202
|
)
|
|||
Proceeds from Divestiture of Third-party Apparel Sourcing Business
|
124
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Sale of Express Common Stock
|
99
|
|
|
73
|
|
|
—
|
|
|||
Return of Capital from Express
|
—
|
|
|
49
|
|
|
—
|
|
|||
Proceeds from Divestiture of Limited Stores
|
—
|
|
|
32
|
|
|
—
|
|
|||
Return of Capital from Limited Stores
|
—
|
|
|
7
|
|
|
—
|
|
|||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
32
|
|
|||
Net Proceeds from Divestiture of Joint Venture
|
—
|
|
|
—
|
|
|
9
|
|
|||
Other Investing Activities
|
(23
|
)
|
|
7
|
|
|
(1
|
)
|
|||
Net Cash Used for Investing Activities
|
(226
|
)
|
|
(106
|
)
|
|
(162
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from Long-term Debt, Net of Issuance and Discount Costs
|
981
|
|
|
390
|
|
|
473
|
|
|||
Payments of Long-term Debt
|
—
|
|
|
(645
|
)
|
|
(656
|
)
|
|||
Financing Costs
|
(7
|
)
|
|
(14
|
)
|
|
(19
|
)
|
|||
Repurchase of Common Stock
|
(1,190
|
)
|
|
(207
|
)
|
|
—
|
|
|||
Dividends Paid
|
(1,144
|
)
|
|
(1,488
|
)
|
|
(193
|
)
|
|||
Excess Tax Benefits from Share-based Compensation
|
48
|
|
|
19
|
|
|
—
|
|
|||
Proceeds from Exercise of Stock Options and Other
|
75
|
|
|
88
|
|
|
8
|
|
|||
Net Cash Used for Financing Activities
|
(1,237
|
)
|
|
(1,857
|
)
|
|
(387
|
)
|
|||
Effects of Exchange Rate Changes on Cash
|
2
|
|
|
5
|
|
|
6
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(195
|
)
|
|
(674
|
)
|
|
631
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
1,130
|
|
|
1,804
|
|
|
1,173
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
935
|
|
|
$
|
1,130
|
|
|
$
|
1,804
|
|
•
|
Victoria’s Secret
|
•
|
Victoria’s Secret Pink
|
•
|
Bath & Body Works
|
•
|
La Senza
|
•
|
Henri Bendel
|
Category of Property and Equipment
|
|
Depreciable Life Range
|
Software, including software developed for internal use
|
|
3 - 7 years
|
Store related assets
|
|
3 - 10 years
|
Leasehold improvements
|
|
Shorter of lease term or 10 years
|
Non-store related building and site improvements
|
|
10 - 15 years
|
Other property and equipment
|
|
20 years
|
Buildings
|
|
30 years
|
•
|
Level 1—Quoted market prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
2011
|
|
2010
|
|
2009
|
|||
|
(in millions)
|
|||||||
Weighted-average Common Shares:
|
|
|
|
|
|
|||
Issued Shares (a) (b)
|
323
|
|
|
326
|
|
|
524
|
|
Treasury Shares (a) (b)
|
(19
|
)
|
|
(3
|
)
|
|
(202
|
)
|
Basic Shares
|
304
|
|
|
323
|
|
|
322
|
|
Effect of Dilutive Options and Restricted Stock
|
10
|
|
|
10
|
|
|
5
|
|
Diluted Shares
|
314
|
|
|
333
|
|
|
327
|
|
Anti-dilutive Options and Awards (c)
|
1
|
|
|
2
|
|
|
12
|
|
(a)
|
In December 2011, the Company retired
39 million
shares of its Treasury Stock.
|
(b)
|
In January 2010, the Company retired
201 million
shares of its Treasury Stock.
|
(c)
|
These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
•
|
In May 2010, Express completed an IPO and the Company sold
1.3 million
shares of its common stock in Express for
$20 million
, reducing its ownership interest to
18%
. As a result of these events, the Company recognized a pre-tax gain of
$52 million
.
|
•
|
In December 2010, the Company sold
3.6 million
shares of its common stock in Express for
$52 million
, reducing its ownership interest to
14%
. As a result, the Company recognized a pre-tax gain of
$45 million
.
|
•
|
In April 2011, the Company sold
5.5 million
shares of its common stock in Express for
$99 million
, reducing its ownership interest to
8%
. As a result, the Company recognized a pre-tax gain of
$86 million
.
|
•
|
In July 2011, the Company contributed its remaining
7.2 million
shares of common stock to The Limited Brands
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Finished Goods Merchandise
|
$
|
926
|
|
|
$
|
956
|
|
Raw Materials and Merchandise Components
|
71
|
|
|
76
|
|
||
Total Inventories
|
$
|
997
|
|
|
$
|
1,032
|
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Land
|
$
|
61
|
|
|
$
|
61
|
|
Buildings and Improvements
|
403
|
|
|
395
|
|
||
Furniture, Fixtures, Software and Equipment
|
2,528
|
|
|
2,466
|
|
||
Leaseholds Improvements
|
1,236
|
|
|
1,196
|
|
||
Construction in Progress
|
159
|
|
|
65
|
|
||
Total
|
4,387
|
|
|
4,183
|
|
||
Accumulated Depreciation and Amortization
|
(2,743
|
)
|
|
(2,573
|
)
|
||
Property and Equipment, Net
|
$
|
1,644
|
|
|
$
|
1,610
|
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of January 30, 2010
|
$
|
690
|
|
|
$
|
628
|
|
|
$
|
124
|
|
(a)
|
$
|
1,442
|
|
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||
Balance as of January 29, 2011
|
690
|
|
|
628
|
|
|
133
|
|
|
1,451
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
(119
|
)
|
||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Balance as of January 28, 2012
|
$
|
690
|
|
|
$
|
628
|
|
|
$
|
12
|
|
|
$
|
1,330
|
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Compensation, Payroll Taxes and Benefits
|
$
|
171
|
|
|
$
|
194
|
|
Deferred Revenue, Principally from Gift Card Sales
|
196
|
|
|
191
|
|
||
Taxes, Other Than Income
|
67
|
|
|
68
|
|
||
Insurance
|
36
|
|
|
34
|
|
||
Returns Reserve
|
30
|
|
|
30
|
|
||
Interest
|
50
|
|
|
29
|
|
||
Rent
|
21
|
|
|
22
|
|
||
Other
|
199
|
|
|
197
|
|
||
Total Accrued Expenses and Other
|
$
|
770
|
|
|
$
|
765
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
357
|
|
|
$
|
406
|
|
|
$
|
138
|
|
U.S. State
|
46
|
|
|
54
|
|
|
1
|
|
|||
Non-U.S.
|
11
|
|
|
10
|
|
|
14
|
|
|||
Total
|
414
|
|
|
470
|
|
|
153
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
6
|
|
|
(20
|
)
|
|
47
|
|
|||
U.S. State
|
1
|
|
|
(3
|
)
|
|
8
|
|
|||
Non-U.S.
|
(44
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Total
|
(37
|
)
|
|
(24
|
)
|
|
49
|
|
|||
Provision for Income Taxes
|
$
|
377
|
|
|
$
|
446
|
|
|
$
|
202
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Federal Income Tax Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Income Taxes, Net of Federal Income Tax Effect
|
4.0
|
%
|
|
3.5
|
%
|
|
3.7
|
%
|
Express Charitable Contribution
|
(5.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Deductible Loss on Divestiture of Limited Stores
|
—
|
%
|
|
(2.4
|
)%
|
|
—
|
%
|
Non-deductible Impairment of Goodwill and Other Intangible Assets
|
4.3
|
%
|
|
—
|
%
|
|
0.3
|
%
|
Foreign Portion of the Divestiture of Third-party Apparel Sourcing Business
|
(3.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Impact of Non-U.S. Operations
|
(2.2
|
)%
|
|
0.5
|
%
|
|
(5.0
|
)%
|
Other Items, Net
|
(2.4
|
)%
|
|
(1.0
|
)%
|
|
(2.9
|
)%
|
Effective Tax Rate
|
30.7
|
%
|
|
35.6
|
%
|
|
31.1
|
%
|
|
January 28, 2012
|
|
January 29, 2011
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Leases
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Non-qualified Retirement Plan
|
82
|
|
|
—
|
|
|
82
|
|
|
73
|
|
|
—
|
|
|
73
|
|
||||||
Inventory
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Property and Equipment
|
—
|
|
|
(190
|
)
|
|
(190
|
)
|
|
—
|
|
|
(154
|
)
|
|
(154
|
)
|
||||||
Goodwill
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Trade Names and Other Intangibles
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
|
—
|
|
|
(183
|
)
|
|
(183
|
)
|
||||||
Charitable Contribution Carryforwards
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
State Net Operating Loss Carryforwards
|
26
|
|
|
—
|
|
|
26
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||
Non-U.S. Operating Loss Carryforwards
|
40
|
|
|
—
|
|
|
40
|
|
|
38
|
|
|
—
|
|
|
38
|
|
||||||
Valuation Allowance
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
||||||
Other, Net
|
55
|
|
|
—
|
|
|
55
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||
Total Deferred Income Taxes
|
$
|
212
|
|
|
$
|
(344
|
)
|
|
$
|
(132
|
)
|
|
$
|
183
|
|
|
$
|
(352
|
)
|
|
$
|
(169
|
)
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year
|
$
|
147
|
|
|
$
|
115
|
|
|
$
|
116
|
|
Increases in Unrecognized Tax Benefits for Prior Years
|
4
|
|
|
17
|
|
|
18
|
|
|||
Decreases in Unrecognized Tax Benefits for Prior Years
|
(33
|
)
|
|
(17
|
)
|
|
(31
|
)
|
|||
Increases in Unrecognized Tax Benefits as a Result of Current Year Activity
|
45
|
|
|
40
|
|
|
26
|
|
|||
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities
|
(9
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations
|
(8
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
1
|
|
|||
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year
|
$
|
146
|
|
|
$
|
147
|
|
|
$
|
115
|
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
$
|
1,000
|
|
|
$
|
—
|
|
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)
|
488
|
|
|
486
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
400
|
|
|
400
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
$
|
1,888
|
|
|
$
|
886
|
|
Senior Unsecured Debt
|
|
|
|
||||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”) (a)
|
$
|
724
|
|
|
$
|
699
|
|
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount (“2033 Notes”)
|
350
|
|
|
350
|
|
||
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount (“2037 Notes”)
|
299
|
|
|
299
|
|
||
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount (“2014 Notes”) (b)
|
220
|
|
|
215
|
|
||
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (“2012 Notes”) (c)
|
57
|
|
|
58
|
|
||
Total Senior Unsecured Debt
|
$
|
1,650
|
|
|
$
|
1,621
|
|
Total
|
$
|
3,538
|
|
|
$
|
2,507
|
|
Current Portion of Long-term Debt (c)
|
(57
|
)
|
|
—
|
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
3,481
|
|
|
$
|
2,507
|
|
(a)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$25 million
as of
January 28, 2012
and
$0 million
as of
January 29, 2011
.
|
(b)
|
The principal balance outstanding was
$213 million
as of both
January 28, 2012
and
January 29, 2011
. The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$7 million
as of
January 28, 2012
and
$2 million
as of
January 29, 2011
.
|
(c)
|
The principal balance outstanding was
$57 million
as of both
January 28, 2012
and
January 29, 2011
. The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$0 million
as of
January 28, 2012
and
$1 million
as of
January 29, 2011
.
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Other Long-term Liabilities
|
$
|
60
|
|
|
$
|
57
|
|
|
Location
|
|
2011
|
|
2010
|
||||
|
|
|
(in millions)
|
||||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
Other Comprehensive Income (Loss)
|
|
$
|
(3
|
)
|
|
$
|
(23
|
)
|
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (Loss) (a)
|
Other Income (Loss)
|
|
—
|
|
|
31
|
|
(a)
|
Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.
|
|
|
Notional Amount
|
||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
|
|
(in millions)
|
||||||
2012 Notes
|
|
$
|
—
|
|
|
$
|
57
|
|
2014 Notes
|
|
—
|
|
|
213
|
|
||
2017 Notes
|
|
175
|
|
|
325
|
|
||
Total
|
|
$
|
175
|
|
|
$
|
595
|
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Other Assets
|
$
|
14
|
|
|
$
|
3
|
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Carrying Value
|
$
|
3,538
|
|
|
$
|
2,507
|
|
Fair Value (a)
|
3,849
|
|
|
2,638
|
|
(a)
|
The estimated fair value of the Company’s publicly traded debt is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
As of January 28, 2012
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
935
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
935
|
|
Interest Rate Designated Fair Value Hedges
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross-currency Cash Flow Hedges
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Lease Guarantees
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
As of January 29, 2011
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
1,130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
Interest Rate Designated Fair Value Hedges
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cross-currency Cash Flow Hedges
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
||||
Lease Guarantees
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
Beginning Balance
|
$
|
6
|
|
|
$
|
9
|
|
Change in Estimated Fair Value Reported in Earnings
|
(2
|
)
|
|
(3
|
)
|
||
Ending Balance
|
$
|
4
|
|
|
$
|
6
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income
|
||||||
|
(in millions)
|
||||||||||
Balance as of January 30, 2010
|
$
|
(6
|
)
|
|
$
|
(9
|
)
|
|
$
|
(15
|
)
|
Current-period Other Comprehensive Income
|
(1
|
)
|
|
17
|
|
|
16
|
|
|||
Balance as of January 29, 2011
|
(7
|
)
|
|
8
|
|
|
1
|
|
|||
Current-period Other Comprehensive Income
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance as of January 28, 2012
|
$
|
(8
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Store Rent:
|
|
|
|
|
|
||||||
Fixed Minimum
|
$
|
437
|
|
|
$
|
417
|
|
|
$
|
407
|
|
Contingent
|
50
|
|
|
44
|
|
|
40
|
|
|||
Total Store Rent
|
487
|
|
|
461
|
|
|
447
|
|
|||
Office, Equipment and Other
|
62
|
|
|
60
|
|
|
61
|
|
|||
Gross Rent Expense
|
549
|
|
|
521
|
|
|
508
|
|
|||
Sublease Rental Income
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Total Rent Expense
|
$
|
546
|
|
|
$
|
518
|
|
|
$
|
506
|
|
(a)
|
Excludes additional payments covering taxes, common area costs and certain other expenses generally required by store lease terms.
|
|
January 28,
2012 |
|
January 29,
2011 |
||||
|
(in millions)
|
||||||
Balance at Beginning of Year
|
$
|
193
|
|
|
$
|
168
|
|
Contributions:
|
|
|
|
||||
Associate
|
12
|
|
|
12
|
|
||
Company
|
15
|
|
|
15
|
|
||
Interest
|
11
|
|
|
12
|
|
||
Distributions
|
(17
|
)
|
|
(14
|
)
|
||
Balance at End of Year
|
$
|
214
|
|
|
$
|
193
|
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
|||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
||||||||||||||||||
November 2011 (a)
|
|
$
|
250
|
|
|
2,116
|
|
|
NA
|
|
|
NA
|
|
$
|
85
|
|
|
NA
|
|
|
NA
|
|
$
|
40.50
|
|
|
May 2011
|
|
500
|
|
|
13,293
|
|
|
NA
|
|
|
NA
|
|
500
|
|
|
NA
|
|
|
NA
|
|
37.59
|
|
||||
March 2011
|
|
500
|
|
|
13,695
|
|
|
NA
|
|
|
NA
|
|
500
|
|
|
NA
|
|
|
NA
|
|
36.49
|
|
||||
November 2010 (b)
|
|
200
|
|
|
3,431
|
|
|
1,907
|
|
|
NA
|
|
109
|
|
|
$
|
60
|
|
|
NA
|
|
31.68
|
|
|||
March 2010 (c)
|
|
200
|
|
|
NA
|
|
|
5,714
|
|
|
NA
|
|
NA
|
|
|
147
|
|
|
NA
|
|
25.69
|
|
||||
Total
|
|
|
|
32,535
|
|
|
7,621
|
|
|
|
|
$
|
1,194
|
|
|
$
|
207
|
|
|
|
|
|
(a)
|
The November 2011 repurchase program had
$165 million
remaining as of
January 28, 2012
.
|
(b)
|
The November 2010 repurchase program had
$31 million
remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.
|
(c)
|
The March 2010 repurchase program had
$53 million
remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.
|
NA
|
Not applicable
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
|
(per share)
|
|
(in millions)
|
||||||||||||
2011
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.20
|
|
|
$
|
2.00
|
|
|
$
|
2.20
|
|
|
$
|
653
|
|
Third Quarter
|
|
0.20
|
|
|
—
|
|
|
0.20
|
|
|
60
|
|
||||
Second Quarter
|
|
0.20
|
|
|
1.00
|
|
|
1.20
|
|
|
367
|
|
||||
First Quarter
|
|
0.20
|
|
|
—
|
|
|
0.20
|
|
|
64
|
|
||||
2011 Total
|
|
$
|
0.80
|
|
|
$
|
3.00
|
|
|
$
|
3.80
|
|
|
$
|
1,144
|
|
2010
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.15
|
|
|
$
|
3.00
|
|
|
$
|
3.15
|
|
|
$
|
1,017
|
|
Third Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
49
|
|
||||
Second Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
49
|
|
||||
First Quarter
|
|
0.15
|
|
|
1.00
|
|
|
1.15
|
|
|
373
|
|
||||
2010 Total
|
|
$
|
0.60
|
|
|
$
|
4.00
|
|
|
$
|
4.60
|
|
|
$
|
1,488
|
|
2009
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.15
|
|
|
$
|
49
|
|
Third Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
48
|
|
||||
Second Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
48
|
|
||||
First Quarter
|
|
0.15
|
|
|
—
|
|
|
0.15
|
|
|
48
|
|
||||
2009 Total
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
193
|
|
|
Number of
Shares
|
|
Weighted
Average
Option
Price Per
Share
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
||||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Outstanding as of January 29, 2011
|
12,450
|
|
|
$
|
16.01
|
|
|
|
|
|
|||
Granted
|
1,597
|
|
|
31.71
|
|
|
|
|
|
||||
Exercised
|
(4,999
|
)
|
|
15.13
|
|
|
|
|
|
||||
Cancelled
|
(612
|
)
|
|
19.93
|
|
|
|
|
|
||||
Adjustment for Special Dividends
|
947
|
|
|
|
|
|
|
|
|||||
Outstanding as of January 28, 2012
|
9,383
|
|
|
$
|
17.26
|
|
|
5.74
|
|
|
$
|
227,033
|
|
Vested and Expected to Vest as of January 28, 2012 (a)
|
9,119
|
|
|
16.97
|
|
|
5.65
|
|
|
223,369
|
|
||
Options Exercisable as of January 28, 2012
|
5,198
|
|
|
15.03
|
|
|
3.86
|
|
|
137,413
|
|
(a)
|
The number of options expected to vest includes an estimate of expected forfeitures.
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Unvested as of January 29, 2011
|
10,442
|
|
|
$
|
11.86
|
|
Granted
|
2,508
|
|
|
29.34
|
|
|
Vested
|
(2,604
|
)
|
|
12.42
|
|
|
Cancelled
|
(718
|
)
|
|
17.33
|
|
|
Adjustment for Special Dividends
|
804
|
|
|
NA
|
|
|
Unvested as of January 28, 2012
|
10,432
|
|
|
14.68
|
|
NA
|
Not applicable
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Costs of Goods Sold, Buying and Occupancy
|
$
|
14
|
|
|
$
|
17
|
|
|
$
|
12
|
|
General, Administrative and Store Operating Expenses
|
37
|
|
|
47
|
|
|
28
|
|
|||
Total Share-based Compensation Expense
|
$
|
51
|
|
|
$
|
64
|
|
|
$
|
40
|
|
•
|
Mast Global, a merchandise sourcing and production function serving our internal brands;
|
•
|
International retail, franchise and wholesale operations, which include the company-owned La Senza, Bath & Body Works and Victoria’s Secret stores in Canada;
|
•
|
Henri Bendel, operator of
19
specialty stores, which features accessories and personal care products; and
|
•
|
Corporate functions including non-core real estate, equity investments and other governance functions such as treasury and tax.
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
January 28, 2012
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
6,121
|
|
|
$
|
2,674
|
|
|
$
|
1,569
|
|
|
$
|
10,364
|
|
Depreciation and Amortization
|
142
|
|
|
52
|
|
|
162
|
|
|
356
|
|
||||
Operating Income (Loss) (a)
|
1,081
|
|
|
513
|
|
|
(356
|
)
|
|
1,238
|
|
||||
Total Assets
|
2,346
|
|
|
1,273
|
|
|
2,489
|
|
|
6,108
|
|
||||
Capital Expenditures
|
161
|
|
|
60
|
|
|
205
|
|
|
426
|
|
||||
January 29, 2011
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
5,520
|
|
|
$
|
2,515
|
|
|
$
|
1,578
|
|
|
$
|
9,613
|
|
Depreciation and Amortization
|
135
|
|
|
55
|
|
|
169
|
|
|
359
|
|
||||
Operating Income (Loss)
|
888
|
|
|
464
|
|
|
(68
|
)
|
|
1,284
|
|
||||
Total Assets
|
2,357
|
|
|
1,330
|
|
|
2,764
|
|
|
6,451
|
|
||||
Capital Expenditures
|
82
|
|
|
39
|
|
|
153
|
|
|
274
|
|
||||
January 30, 2010
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
4,884
|
|
|
$
|
2,383
|
|
|
$
|
1,365
|
|
|
$
|
8,632
|
|
Depreciation and Amortization
|
130
|
|
|
58
|
|
|
169
|
|
|
357
|
|
||||
Operating Income (Loss) (a)
|
578
|
|
|
358
|
|
|
(68
|
)
|
|
868
|
|
||||
Total Assets
|
2,471
|
|
|
1,350
|
|
|
3,352
|
|
|
7,173
|
|
||||
Capital Expenditures
|
105
|
|
|
24
|
|
|
73
|
|
|
202
|
|
(a)
|
Operating Loss for the Other segment includes the effect of the following items:
|
(i)
|
In 2011, a
$232 million
impairment charge related to goodwill and other intangible assets for our La Senza business; a
$111 million
gain related to the divestiture of
51%
of our third-party apparel sourcing business;
$163 million
of expense related to the charitable contribution of our remaining shares of Express, Inc. to The Limited Brands Foundation; and
$24 million
of restructuring expenses at La Senza.
|
(ii)
|
In 2009, a
$9 million
pre-tax gain,
$14 million
net of related tax benefits, associated with the reversal of an accrued contractual liability as a result of the divestiture of a joint venture.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
April 30,
2011 (b)
|
|
July 30,
2011 (c)
|
|
October 29,
2011 (d)
|
|
January 28,
2012 (e)
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,217
|
|
|
$
|
2,458
|
|
|
$
|
2,174
|
|
|
$
|
3,515
|
|
Gross Profit
|
842
|
|
|
902
|
|
|
785
|
|
|
1,528
|
|
||||
Operating Income
|
217
|
|
|
194
|
|
|
186
|
|
|
641
|
|
||||
Income Before Income Taxes
|
249
|
|
|
276
|
|
|
122
|
|
|
580
|
|
||||
Net Income
|
165
|
|
|
231
|
|
|
94
|
|
|
360
|
|
||||
Net Income Per Basic Share (a)
|
$
|
0.52
|
|
|
$
|
0.76
|
|
|
$
|
0.32
|
|
|
$
|
1.21
|
|
Net Income Per Diluted Share (a)
|
$
|
0.50
|
|
|
$
|
0.73
|
|
|
$
|
0.31
|
|
|
$
|
1.17
|
|
(a)
|
Due to changes in stock prices during the year and timing of issuances and repurchases of shares, the cumulative total of quarterly net income per share amounts may not equal the net income per share for the year.
|
(b)
|
Includes the effect of the following items:
|
(i)
|
A pre-tax gain of
$86 million
related to the sale of shares of Express, Inc. common stock;
|
(ii)
|
A pre-tax expense of
$50 million
related to a pledge to The Limited Brands Foundation; and
|
(iii)
|
A tax benefit of
$11 million
related to the favorable resolution of certain discrete income tax matters.
|
(c)
|
Includes the effect of a non-taxable gain of
$147 million
and pre-tax expense of
$113 million
associated with the charitable contribution of Express, Inc. common stock to The Limited Brands Foundation.
|
(d)
|
Includes the effect of a tax benefit of
$17 million
related to the favorable resolution of certain discrete income tax matters.
|
(e)
|
Includes the effect of the following items:
|
(i)
|
A pre-tax charge of
$232 million
related to the impairment of La Senza goodwill and other intangible assets;
|
(ii)
|
A pre-tax gain of
$111 million
related to the sale of
51%
of the third-party apparel sourcing business;
|
(iii)
|
A pre-tax expense of
$24 million
relating to restructuring expenses at La Senza; and
|
(iv)
|
A tax benefit of
$28 million
related to certain discrete income tax matters.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
May 1,
2010 (b)
|
|
July 31,
2010 (c)
|
|
October 30,
2010
|
|
January 29,
2011 (d)
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
1,932
|
|
|
$
|
2,242
|
|
|
$
|
1,983
|
|
|
$
|
3,456
|
|
Gross Profit
|
694
|
|
|
778
|
|
|
714
|
|
|
1,445
|
|
||||
Operating Income
|
185
|
|
|
236
|
|
|
149
|
|
|
714
|
|
||||
Income Before Income Taxes
|
187
|
|
|
244
|
|
|
101
|
|
|
719
|
|
||||
Net Income
|
113
|
|
|
178
|
|
|
61
|
|
|
453
|
|
||||
Net Income Per Basic Share (a)
|
$
|
0.35
|
|
|
$
|
0.55
|
|
|
$
|
0.19
|
|
|
$
|
1.41
|
|
Net Income Per Diluted Share (a)
|
$
|
0.34
|
|
|
$
|
0.54
|
|
|
$
|
0.18
|
|
|
$
|
1.36
|
|
(a)
|
Due to changes in stock prices during the year and timing of issuances and repurchases of shares, the cumulative total of quarterly net income per share amounts may not equal the net income per share for the year.
|
(b)
|
Includes the effect of a pre-tax gain of
$49 million
related to a
$57 million
cash distribution from Express.
|
(c)
|
Includes the effect of the following items:
|
(i)
|
A pre-tax gain of
$52 million
related to the initial public offering of Express, Inc. including the sale of a portion of the company’s shares;
|
(ii)
|
A pre-tax loss of
$25 million
associated with the early retirement of portions of the 2012 and 2014 notes; and
|
(iii)
|
A pre-tax gain of
$20 million
associated with the sale of the remaining
25%
ownership interest in Limited Stores.
|
(d)
|
Includes the effect of the following items:
|
(i)
|
A pre-tax gain of
$45 million
related to the sale of Express, Inc. common stock; and
|
(ii)
|
A pre-tax gain of
$7 million
related to a dividend payment from Express, Inc.
|
|
January 28, 2012
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
371
|
|
|
$
|
564
|
|
|
$
|
—
|
|
|
$
|
935
|
|
Accounts Receivable, Net
|
—
|
|
|
142
|
|
|
76
|
|
|
—
|
|
|
218
|
|
|||||
Inventories
|
—
|
|
|
822
|
|
|
175
|
|
|
—
|
|
|
997
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
33
|
|
|
18
|
|
|
—
|
|
|
51
|
|
|||||
Other
|
—
|
|
|
109
|
|
|
58
|
|
|
—
|
|
|
167
|
|
|||||
Total Current Assets
|
—
|
|
|
1,477
|
|
|
891
|
|
|
—
|
|
|
2,368
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
911
|
|
|
733
|
|
|
—
|
|
|
1,644
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
12
|
|
|
—
|
|
|
1,330
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
410
|
|
|
85
|
|
|
—
|
|
|
495
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
3,531
|
|
|
13,928
|
|
|
518
|
|
|
(17,977
|
)
|
|
—
|
|
|||||
Other Assets
|
199
|
|
|
43
|
|
|
677
|
|
|
(648
|
)
|
|
271
|
|
|||||
Total Assets
|
$
|
3,730
|
|
|
$
|
18,087
|
|
|
$
|
2,916
|
|
|
$
|
(18,625
|
)
|
|
$
|
6,108
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
4
|
|
|
$
|
312
|
|
|
$
|
224
|
|
|
$
|
—
|
|
|
$
|
540
|
|
Accrued Expenses and Other
|
51
|
|
|
412
|
|
|
307
|
|
|
—
|
|
|
770
|
|
|||||
Current Portion of Long-term Debt
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Income Taxes
|
1
|
|
|
150
|
|
|
8
|
|
|
—
|
|
|
159
|
|
|||||
Total Current Liabilities
|
113
|
|
|
874
|
|
|
539
|
|
|
—
|
|
|
1,526
|
|
|||||
Deferred Income Taxes
|
(6
|
)
|
|
10
|
|
|
179
|
|
|
—
|
|
|
183
|
|
|||||
Long-term Debt
|
3,481
|
|
|
597
|
|
|
36
|
|
|
(633
|
)
|
|
3,481
|
|
|||||
Other Long-term Liabilities
|
6
|
|
|
582
|
|
|
207
|
|
|
(15
|
)
|
|
780
|
|
|||||
Total Equity
|
136
|
|
|
16,024
|
|
|
1,955
|
|
|
(17,977
|
)
|
|
138
|
|
|||||
Total Liabilities and Equity
|
$
|
3,730
|
|
|
$
|
18,087
|
|
|
$
|
2,916
|
|
|
$
|
(18,625
|
)
|
|
$
|
6,108
|
|
|
January 29, 2011
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
701
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
Accounts Receivable, Net
|
1
|
|
|
189
|
|
|
42
|
|
|
—
|
|
|
232
|
|
|||||
Inventories
|
—
|
|
|
830
|
|
|
202
|
|
|
—
|
|
|
1,032
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
30
|
|
|
5
|
|
|
—
|
|
|
35
|
|
|||||
Other
|
—
|
|
|
117
|
|
|
47
|
|
|
(1
|
)
|
|
163
|
|
|||||
Total Current Assets
|
1
|
|
|
1,867
|
|
|
725
|
|
|
(1
|
)
|
|
2,592
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
936
|
|
|
674
|
|
|
—
|
|
|
1,610
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
133
|
|
|
—
|
|
|
1,451
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
411
|
|
|
181
|
|
|
—
|
|
|
592
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
11,835
|
|
|
28,045
|
|
|
14,486
|
|
|
(54,366
|
)
|
|
—
|
|
|||||
Other Assets
|
176
|
|
|
55
|
|
|
645
|
|
|
(670
|
)
|
|
206
|
|
|||||
Total Assets
|
$
|
12,012
|
|
|
$
|
32,632
|
|
|
$
|
16,844
|
|
|
$
|
(55,037
|
)
|
|
$
|
6,451
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
—
|
|
|
$
|
312
|
|
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
545
|
|
Accrued Expenses and Other
|
29
|
|
|
420
|
|
|
316
|
|
|
—
|
|
|
765
|
|
|||||
Income Taxes
|
(3
|
)
|
|
167
|
|
|
30
|
|
|
—
|
|
|
194
|
|
|||||
Total Current Liabilities
|
26
|
|
|
899
|
|
|
579
|
|
|
—
|
|
|
1,504
|
|
|||||
Deferred Income Taxes
|
(6
|
)
|
|
28
|
|
|
180
|
|
|
—
|
|
|
202
|
|
|||||
Long-term Debt
|
2,507
|
|
|
608
|
|
|
47
|
|
|
(655
|
)
|
|
2,507
|
|
|||||
Other Long-term Liabilities
|
12
|
|
|
576
|
|
|
188
|
|
|
(15
|
)
|
|
761
|
|
|||||
Total Equity
|
9,473
|
|
|
30,521
|
|
|
15,850
|
|
|
(54,367
|
)
|
|
1,477
|
|
|||||
Total Liabilities and Equity
|
$
|
12,012
|
|
|
$
|
32,632
|
|
|
$
|
16,844
|
|
|
$
|
(55,037
|
)
|
|
$
|
6,451
|
|
|
2011
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
9,570
|
|
|
$
|
3,334
|
|
|
$
|
(2,540
|
)
|
|
$
|
10,364
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(5,943
|
)
|
|
(2,782
|
)
|
|
2,418
|
|
|
(6,307
|
)
|
|||||
Gross Profit
|
—
|
|
|
3,627
|
|
|
552
|
|
|
(122
|
)
|
|
4,057
|
|
|||||
General, Administrative and Store Operating Expenses
|
(5
|
)
|
|
(2,297
|
)
|
|
(517
|
)
|
|
121
|
|
|
(2,698
|
)
|
|||||
Impairment of Goodwill and Other Intangible Assets
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
6
|
|
|
105
|
|
|
—
|
|
|
111
|
|
|||||
Operating Income (Loss)
|
(5
|
)
|
|
1,336
|
|
|
(92
|
)
|
|
(1
|
)
|
|
1,238
|
|
|||||
Interest Expense
|
(245
|
)
|
|
(25
|
)
|
|
(12
|
)
|
|
36
|
|
|
(246
|
)
|
|||||
Other Income (Loss)
|
251
|
|
|
(247
|
)
|
|
244
|
|
|
(13
|
)
|
|
235
|
|
|||||
Income (Loss) Before Income Taxes
|
1
|
|
|
1,064
|
|
|
140
|
|
|
22
|
|
|
1,227
|
|
|||||
Provision (Benefit) for Income Taxes
|
2
|
|
|
324
|
|
|
51
|
|
|
—
|
|
|
377
|
|
|||||
Equity in Earnings, Net of Tax
|
851
|
|
|
356
|
|
|
207
|
|
|
(1,414
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
850
|
|
|
$
|
1,096
|
|
|
$
|
296
|
|
|
$
|
(1,392
|
)
|
|
$
|
850
|
|
|
2011
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Income (Loss)
|
$
|
850
|
|
|
$
|
1,096
|
|
|
$
|
296
|
|
|
$
|
(1,392
|
)
|
|
$
|
850
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of Cash Flow Hedges to Earnings
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Unrealized Loss on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
3
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Total Comprehensive Income
|
$
|
853
|
|
|
$
|
1,096
|
|
|
$
|
292
|
|
|
$
|
(1,392
|
)
|
|
$
|
849
|
|
|
2010
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
9,005
|
|
|
$
|
2,587
|
|
|
$
|
(1,979
|
)
|
|
$
|
9,613
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(5,655
|
)
|
|
(2,161
|
)
|
|
1,834
|
|
|
(5,982
|
)
|
|||||
Gross Profit
|
—
|
|
|
3,350
|
|
|
426
|
|
|
(145
|
)
|
|
3,631
|
|
|||||
General, Administrative and Store Operating Expenses
|
(4
|
)
|
|
(2,212
|
)
|
|
(286
|
)
|
|
161
|
|
|
(2,341
|
)
|
|||||
Impairment of Goodwill and Other Intangible Assets
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Operating Income (Loss)
|
(4
|
)
|
|
1,132
|
|
|
140
|
|
|
16
|
|
|
1,284
|
|
|||||
Interest Expense
|
(207
|
)
|
|
—
|
|
|
(13
|
)
|
|
12
|
|
|
(208
|
)
|
|||||
Other Income (Loss)
|
(26
|
)
|
|
15
|
|
|
196
|
|
|
(10
|
)
|
|
175
|
|
|||||
Income (Loss) Before Income Taxes
|
(237
|
)
|
|
1,147
|
|
|
323
|
|
|
18
|
|
|
1,251
|
|
|||||
Provision (Benefit) for Income Taxes
|
1
|
|
|
338
|
|
|
107
|
|
|
—
|
|
|
446
|
|
|||||
Equity in Earnings, Net of Tax
|
1,043
|
|
|
862
|
|
|
313
|
|
|
(2,218
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
805
|
|
|
$
|
1,671
|
|
|
$
|
529
|
|
|
$
|
(2,200
|
)
|
|
$
|
805
|
|
|
2010
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Income (Loss)
|
$
|
805
|
|
|
$
|
1,671
|
|
|
$
|
529
|
|
|
$
|
(2,200
|
)
|
|
$
|
805
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of Cash Flow Hedges to Earnings
|
10
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
41
|
|
|||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Unrealized Loss on Cash Flow Hedges
|
(1
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
9
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
16
|
|
|||||
Total Comprehensive Income
|
$
|
814
|
|
|
$
|
1,671
|
|
|
$
|
536
|
|
|
$
|
(2,200
|
)
|
|
$
|
821
|
|
|
2009
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
8,205
|
|
|
$
|
2,314
|
|
|
$
|
(1,887
|
)
|
|
$
|
8,632
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(5,445
|
)
|
|
(1,907
|
)
|
|
1,748
|
|
|
(5,604
|
)
|
|||||
Gross Profit
|
—
|
|
|
2,760
|
|
|
407
|
|
|
(139
|
)
|
|
3,028
|
|
|||||
General, Administrative and Store Operating Expenses
|
(2
|
)
|
|
(2,043
|
)
|
|
(262
|
)
|
|
141
|
|
|
(2,166
|
)
|
|||||
Impairment of Goodwill and Other Intangible Assets
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net Gain on Joint Venture
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Operating Income (Loss)
|
7
|
|
|
717
|
|
|
142
|
|
|
2
|
|
|
868
|
|
|||||
Interest Expense
|
(234
|
)
|
|
—
|
|
|
(13
|
)
|
|
10
|
|
|
(237
|
)
|
|||||
Other Income (Loss)
|
—
|
|
|
12
|
|
|
16
|
|
|
(9
|
)
|
|
19
|
|
|||||
Income (Loss) Before Income Taxes
|
(227
|
)
|
|
729
|
|
|
145
|
|
|
3
|
|
|
650
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
221
|
|
|
(19
|
)
|
|
—
|
|
|
202
|
|
|||||
Equity in Earnings, Net of Tax
|
675
|
|
|
612
|
|
|
221
|
|
|
(1,508
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
448
|
|
|
$
|
1,120
|
|
|
$
|
385
|
|
|
$
|
(1,505
|
)
|
|
$
|
448
|
|
|
2009
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Income (Loss)
|
$
|
448
|
|
|
$
|
1,120
|
|
|
$
|
385
|
|
|
$
|
(1,505
|
)
|
|
$
|
448
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of Cash Flow Hedges to Earnings
|
14
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
71
|
|
|||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Unrealized (Loss) / Gain on Cash Flow Hedges
|
4
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
(56
|
)
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
18
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
13
|
|
|||||
Total Comprehensive Income
|
$
|
466
|
|
|
$
|
1,120
|
|
|
$
|
380
|
|
|
$
|
(1,505
|
)
|
|
$
|
461
|
|
|
2011
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
73
|
|
|
$
|
978
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
1,266
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(219
|
)
|
|
(207
|
)
|
|
—
|
|
|
(426
|
)
|
|||||
Proceeds from Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
78
|
|
|
46
|
|
|
—
|
|
|
124
|
|
|||||
Proceeds from Sale of Express Common Stock
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
|||||
Net Investments in Consolidated Affiliates
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
36
|
|
|
—
|
|
|||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
—
|
|
|
(177
|
)
|
|
(85
|
)
|
|
36
|
|
|
(226
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Long-term Debt, Net of Issuance and Discount Costs
|
981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
981
|
|
|||||
Financing Costs
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Repurchase of Common Stock
|
(1,190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,190
|
)
|
|||||
Dividends Paid
|
(1,144
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,144
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
39
|
|
|
9
|
|
|
—
|
|
|
48
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
1,212
|
|
|
(1,170
|
)
|
|
(6
|
)
|
|
(36
|
)
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
(73
|
)
|
|
(1,131
|
)
|
|
3
|
|
|
(36
|
)
|
|
(1,237
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(330
|
)
|
|
135
|
|
|
—
|
|
|
(195
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
701
|
|
|
429
|
|
|
—
|
|
|
1,130
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
371
|
|
|
$
|
564
|
|
|
$
|
—
|
|
|
$
|
935
|
|
|
2010
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(355
|
)
|
|
$
|
1,206
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
1,284
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(129
|
)
|
|
(145
|
)
|
|
—
|
|
|
(274
|
)
|
|||||
Proceeds from Sale of Express Common Stock
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
|||||
Return of Capital from Express
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Proceeds from Divestiture of Limited Stores
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Return of Capital from Limited Stores
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net Investments in Consolidated Affiliates
|
—
|
|
|
—
|
|
|
29
|
|
|
(29
|
)
|
|
—
|
|
|||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
—
|
|
|
(129
|
)
|
|
52
|
|
|
(29
|
)
|
|
(106
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Long-term Debt, Net of Issuance and Discount Costs
|
390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|||||
Payments of Long-term Debt
|
(645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|||||
Financing Costs
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||
Repurchase of Common Stock
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|||||
Dividends Paid
|
(1,488
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,488
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
15
|
|
|
4
|
|
|
—
|
|
|
19
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
2,231
|
|
|
(1,832
|
)
|
|
(428
|
)
|
|
29
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
355
|
|
|
(1,817
|
)
|
|
(424
|
)
|
|
29
|
|
|
(1,857
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(740
|
)
|
|
66
|
|
|
—
|
|
|
(674
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
1,441
|
|
|
363
|
|
|
—
|
|
|
1,804
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
701
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
|
2009
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(279
|
)
|
|
$
|
1,004
|
|
|
$
|
449
|
|
|
$
|
—
|
|
|
$
|
1,174
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(120
|
)
|
|
(82
|
)
|
|
—
|
|
|
(202
|
)
|
|||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Net Proceeds from the Divestiture of Joint Venture
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net Investments in Consolidated Affiliates
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
29
|
|
|
—
|
|
|||||
Other Investing Activities
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
(3
|
)
|
|
(120
|
)
|
|
(68
|
)
|
|
29
|
|
|
(162
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Long-term Debt, Net of Issuance and Discount Costs
|
473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|||||
Payments of Long-term Debt
|
(656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(656
|
)
|
|||||
Financing Costs
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Dividends Paid
|
(193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(193
|
)
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
669
|
|
|
(381
|
)
|
|
(259
|
)
|
|
(29
|
)
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
282
|
|
|
(381
|
)
|
|
(259
|
)
|
|
(29
|
)
|
|
(387
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
503
|
|
|
128
|
|
|
—
|
|
|
631
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
938
|
|
|
235
|
|
|
—
|
|
|
1,173
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
1,804
|
|
Plan category
|
|
(a) Number of
securities to be issued
upon exercise of
outstanding options,
warrants and rights
|
|
(b) Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
(c) Number of securities
remaining available for
future issuance under
equity compensation
plan (excluding
securities reflected in
column (a) )
|
||||
Equity compensation plans approved by security holders (1)
|
|
20,482,054
|
|
|
$
|
17.26
|
|
(2)
|
18,919,191
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
20,482,054
|
|
|
$
|
17.26
|
|
|
18,919,191
|
|
(1)
|
Includes the following plans: Limited Brands, Inc. 2011 Stock Option and Performance Incentive Plan, Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2009 restatement), Limited Brands, Inc. 1996 Stock Plan for Non-Associate Directors and 2003 Stock Award and Deferred Compensation Plan for Non-Associate Directors.
|
(2)
|
Does not include outstanding rights to receive Common Stock upon the vesting of restricted shares awards.
|
|
|
|
|
4.4
|
|
Indenture, dated as of February 19, 2003 between the Company and The Bank of New York, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-4 (File no. 333-104633) dated April 18, 2003.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
First Supplemental Indenture dated as of May 31, 2005 among the Registrant, The Bank of New York and The Bank of New York Trust Company, N.A. incorporated by reference to Exhibit 4.1.2 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-125561) filed June 6, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
Second Supplemental Indenture dated as of July 17, 2007 between the Registrant and The Bank of New York Trust Company, N.A. incorporated by reference to Exhibit 4.1.4 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-146420) filed October 1, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Third Supplemental Indenture dated as of May 4, 2010 between the Registrant and The Bank of New York Mellon Trust Company, N.A. incorporated by reference to Exhibit 4.1.4 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Amendment and Restatement Agreement, dated as of July 15, 2011, among Limited Brands, Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, under the Amended and Restated Five-Year Revolving Credit Agreement dated as of October 6, 2004, as amended and restated as of November 5, 2004, March 22, 2006, August 3, 2007, February 19, 2009 and March 8, 2010, incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q dated August 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Indenture, dated as of June 19, 2009, among Limited Brands, Inc, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated June 24, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
Registration Rights Agreement, dated as of June 19, 2009, among Limited Brands, Inc., the guarantors named therein and J.P. Morgan Securities Inc., as representative of the initial purchasers, incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated June 24, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
Fourth Supplemental Indenture dated as of January 29, 2011 between the Registrant and The Bank of New York Mellon Trust Company, N.A. incorporated by reference to Exhibit 4.1.5 to the post-effective amendment to the Company’s Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
Form of Fifth Supplemental Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A. incorporated by reference to Exhibit 4.1.6 to the post-effective amendment to the Company’s Registration Statement on Form S-3 (Reg. No. 333-170406) filed on November 5, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
Material Contracts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Officers’ Benefits Plan incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 1989 (the “1988 Form 10-K”).**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
The Limited Supplemental Retirement and Deferred Compensation Plan incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Form of Indemnification Agreement between the Company and the directors and executive officers of the Company incorporated by reference to Exhibit 10.4 to the 1998 Form 10-K.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Supplemental schedule of directors and executive officers who are parties to an Indemnification Agreement incorporated by reference to Exhibit 10.5 to the 1998 Form 10-K.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
The 1993 Stock Option and Performance Incentive Plan of the Company, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (File No. 33-49871).**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Limited Brands, Inc. (formerly The Limited, Inc.) 1996 Stock Plan for Non-Associate Directors incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 2, 1996.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Limited Brands, Inc. (formerly The Limited, Inc.) Incentive Compensation Performance Plan incorporated by reference to Exhibit A to the Company’s Proxy Statement dated April 14, 1997.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Agreement dated as of May 3, 1999 among Limited Brands, Inc. (formerly The Limited, Inc.), Leslie H. Wexner and the Wexner Children’s Trust, incorporated by reference to Exhibit 99 (c) 1 to the Company’s Schedule 13E-4 dated May 4, 1999.
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
The 1998 Restatement of Limited Brands, Inc. (formerly The Limited, Inc.) 1993 Stock Option and Performance Incentive Plan incorporated by reference to Exhibit A to the Company’s Proxy Statement dated April 20, 1998.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
The 2002 Restatement of Limited Brands, Inc. (formerly The Limited, Inc.) 1993 Stock Option and Performance Incentive Plan, incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File no. 333-110465) dated November 13, 2003.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2003 Restatement) incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File no. 333-110465) dated November 13, 2003.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2004 Restatement) incorporated by reference to Appendix A to the Company’s Proxy Statement dated April 14, 2004.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Form of Aircraft Time Sharing Agreement between Limited Service Corporation and participating officers and directors incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q dated December 8, 2004.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Employment Agreement dated as of January 17, 2005 among Limited Brands, Inc., The Limited Service Corporation and Martyn Redgrave incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated January 19, 2005.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Limited Brands, Inc. Stock Option Award Agreement incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Form of Amended and Restated Aircraft Time Sharing Agreement between Limited Service Corporation and participating officers and directors incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Form of Stock Ownership Guideline incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Employment Agreement dated as of November 24, 2006 among Limited Brands, Inc., Victoria’s Secret Direct, LLC, and Sharen Jester Turney incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Employment Agreement effective as of April 9, 2007 among Limited Brands, Inc. and Stuart Burgdoerfer incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated April 11, 2007.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Amendment to Employment Agreement dated as of March 28, 2008 among Limited Brands, Inc., and Sharen Jester Turney incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2009 Restatement) incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File no. 333-110465) dated September 10, 2009.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Employment Agreement dated as of July 5, 2011 among Bath & Body Works Brand Management, Inc. and Nicholas P. M. Coe filed hereto at Exhibit 10.23.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Employment Agreement dated as of December 31, 2007 among Limited Brands, Inc., Beauty Avenues, LLC, and Charles C. McGuigan, as amended by Amendment to Agreement dated December 1, 2008 and Form of Employment Agreement Amendment effective as of March 15, 2012 filed hereto at Exhibit 10.24 as a result of Mr. McGuigan becoming a named executive officer pursuant to item 402 of Regulation S-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
The Limited Brands Inc. 2011 Stock Option and Performance Incentive Plan originally incorporated by reference to Appendix A to the Company's Proxy Statement dated April 11, 2011 and Amended and Restated dated July 21, 2011 filed hereto at Exhibit 10.25.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
|
Code of Ethics—incorporated by reference to the definitive Proxy Statement to be filed on or about April 12, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.
|
|
Powers of Attorney.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Section 302 Certification of CEO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Section 302 Certification of CFO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.
|
|
Section 906 Certification (by CEO and CFO).
|
**
|
Identifies management contracts or compensatory plans or arrangements.
|
(b)
|
Exhibits.
|
(c)
|
Not applicable.
|
|
LIMITED BRANDS, INC. (registrant)
|
|
|
|
|
|
By:
|
/s/ STUART B. BURGDOERFER
|
|
|
Stuart B. Burgdoerfer,
Executive Vice President,
Chief Financial Officer *
|
*
|
Mr. Burgdoerfer is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.
|
Signature
|
|
Title
|
|
|
|
/s/ L
ESLIE
H. W
EXNER
**
|
|
Chairman of the Board of Directors and
|
Leslie H. Wexner
|
|
Chief Executive Officer
|
|
|
|
/s/ D
ENNIS
S. H
ERSCH
**
|
|
Director
|
Dennis S. Hersch
|
|
|
|
|
|
/s/ J
AMES
L. H
ESKETT
**
|
|
Director
|
James L. Heskett
|
|
|
|
|
|
/s/ D
ONNA
A. J
AMES
**
|
|
Director
|
Donna A. James
|
|
|
|
|
|
/s/ D
AVID
T. K
OLLAT
**
|
|
Director
|
David T. Kollat
|
|
|
|
|
|
/s/ W
ILLIAM
R. L
OOMIS
, J
R
.**
|
|
Director
|
William R. Loomis, Jr.
|
|
|
|
|
|
/s/ J
EFFREY
H. M
IRO
**
|
|
Director
|
Jeffrey H. Miro
|
|
|
|
|
|
/s/ A
LLAN
R. T
ESSLER
**
|
|
Director
|
Allan R. Tessler
|
|
|
|
|
|
/s/ A
BIGAIL
S. W
EXNER
**
|
|
Director
|
Abigail S. Wexner
|
|
|
|
|
|
/s/ R
AYMOND
Z
IMMERMAN
**
|
|
Director
|
Raymond Zimmerman
|
|
|
**
|
The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-indicated directors of the registrant pursuant to powers of attorney executed by such directors.
|
By
|
/s/ STUART B. BURGDOERFER
|
|
Stuart B. Burgdoerfer
Attorney-in-fact
|
Exhibit No.
|
|
Document
|
|
|
|
10.23
|
|
Employment Agreement dated as of July 5, 2011 among Bath & Body Works Brand Management, Inc. and Nicholas P. M. Coe.
|
|
|
|
10.24
|
|
Employment Agreement dated as of December 31, 2007 among Limited Brands, Inc., Beauty Avenues, LLC, and Charles C. McGuigan, Amendment to Agreement dated December 1, 2008 and Form of Employment Agreement Amendment effective as of March 15, 2012.
|
|
|
|
10.25
|
|
Limited Brands Inc. 2011 Stock Option and Performance Incentive Plan Amended and Restated dated July 21, 2011.
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
24
|
|
Powers of Attorney.
|
|
|
|
31.1
|
|
Section 302 Certification of CEO.
|
|
|
|
31.2
|
|
Section 302 Certification of CFO.
|
|
|
|
32
|
|
Section 906 Certification (by CEO and CFO).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
BATH & BODY WORKS BRAND MANAGEMENT, INC.
|
|||
|
|
|
|
|
|
By:
|
/s/ LESLIE H. WEXNER
|
|
6/8/2011
|
|
|
Name: Leslie H. Wexner
|
|
Date
|
|
|
|
|
|
|
|
/s/ NICK COE
|
|
6/9/2011
|
|
|
Nick Coe
|
|
Date
|
|
LIMITED BRANDS, INC.
|
|||
|
BEAUTY AVENUES, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ LESLIE H. WEXNER
|
|
|
|
|
Name: Leslie H. Wexner
|
|
Date
|
|
|
|
|
|
|
|
/s/ CHARLES M
C
GUIGAN
|
|
1/29/2008
|
|
|
Charles McGuigan
|
|
Date
|
7.
|
Section 10(b)(ii)(B) is deleted and the following is inserted in lieu thereof:
|
8.
|
Section 10(c)(i) of the Agreement is by inserting the following at the end thereof:
|
|
LIMITED BRANDS, INC.
|
|||
|
|
|
|
|
|
By:
|
/s/ DOUGLAS L. WILLIAMS
|
|
12/23/2008
|
|
|
Douglas L. Williams
|
|
Date Signed
|
|
|
Senior Vice President,
|
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES M
C
GUIGAN
|
|
12/1/2008
|
|
|
Charles McGuigan
|
|
Date Signed
|
2.
|
Section 10 is amended in its entirety as follows:
Compensation Upon Certain Terminations by the Company
|
|
LIMITED BRANDS, INC.
|
|||
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
Charles McGuigan
|
|
|
(a)
|
Any Person (other than an Excluded Person) becomes, together with all “affiliates” and “associates” (each as defined under Rule 12b-2 of the Act) the “beneficial owner” (as defined under Rule 13d-3 of the Act) of securities representing 33% or more of the combined voting power of the Voting Stock of the Company then outstanding, unless such Person becomes the “beneficial owner” of 33% or more of the combined voting power of such Voting Stock then outstanding solely as a result of an acquisition of such Voting Stock by the Company which, by reducing the Voting Stock of the Company outstanding, increases the proportionate Voting Stock beneficially owned by such Person (together with all “affiliates” and “associates” of such Person) to 33% or more of the combined voting power of the Voting Stock of the Company then outstanding;
provided
that if a Person shall become the “beneficial owner” of 33% or more of the combined voting power of the Voting Stock of the Company then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the “beneficial owner” of any additional Voting Stock of the Company which causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 33% or more of the combined voting power of the Voting Stock of the Company then outstanding, such Person shall, upon becoming the “beneficial owner” of such additional Voting Stock of the Company, be deemed to have become the “beneficial owner” of 33% or more of the combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;
|
(b)
|
During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company (and any new Director, whose election by such Board or nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of Directors then constituting such Board;
|
(c)
|
A reorganization, merger or consolidation of the Company is consummated, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the “beneficial owners” of the Voting Stock of the Company outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 33% or more of the voting power of the outstanding Voting Stock of the Company) beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board of Directors of the Company at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or
|
(d)
|
The consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to any corporation with respect to which, immediately following such sale or other disposition, (A) more than 50% of, respectively, the then-outstanding shares of common stock of such corporation and the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the “beneficial owners” of the Voting Stock of the Company outstanding immediately prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 33% or more of the voting power of the outstanding Voting Stock of the Company) beneficially owns,
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|
January 31, 2009
|
|
February 2, 2008
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
(in millions)
|
||||||||||||||||||
Income before income taxes,
noncontrolling interest and cumulative
effect of change in accounting principle
|
$
|
1,226
|
|
|
$
|
1,251
|
|
|
$
|
650
|
|
|
$
|
449
|
|
|
$
|
1,107
|
|
Fixed charges (excluding capitalized
interest)
|
354
|
|
|
329
|
|
|
357
|
|
|
297
|
|
|
268
|
|
|||||
Distributions from equity method
investments, net of income or loss from
equity investees
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
102
|
|
|
(3
|
)
|
|||||
Total earnings
|
$
|
1,580
|
|
|
$
|
1,577
|
|
|
$
|
1,002
|
|
|
$
|
848
|
|
|
$
|
1,372
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of minimum rent representative of interest
|
$
|
105
|
|
|
$
|
118
|
|
|
$
|
118
|
|
|
$
|
115
|
|
|
$
|
117
|
|
Interest on indebtedness (including
capitalized interest)
|
246
|
|
|
208
|
|
|
238
|
|
|
184
|
|
|
156
|
|
|||||
Total fixed charges
|
$
|
351
|
|
|
$
|
326
|
|
|
$
|
356
|
|
|
$
|
299
|
|
|
$
|
273
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.5
|
|
|
4.8
|
|
|
2.8
|
|
|
2.8
|
|
|
5.0
|
|
Subsidiaries (a)
|
|
Jurisdiction of
Incorporation
|
Bath & Body Works Direct, Inc (b)
|
|
Delaware
|
Limited Store Planning, Inc. (c)
|
|
Delaware
|
Henri Bendel, Inc. (d)
|
|
Delaware
|
Mast Industries, Inc. (e)
|
|
Delaware
|
Mast Industries (Far East) Limited (f)
|
|
Hong Kong
|
Limited Logistics Services, Inc. (g)
|
|
Delaware
|
Limited Brands Service Company, LLC (h)
|
|
Delaware
|
Limited Technology Services, Inc. (i)
|
|
Delaware
|
Limited Brands Store Operations, Inc. (j)
|
|
Delaware
|
Limited Brands Direct Fulfillment, Inc. (k)
|
|
Delaware
|
Victoria's Secret Direct Brand Management, LLC (l)
|
|
Delaware
|
Victoria's Secret Stores, LLC (m)
|
|
Delaware
|
Victoria's Secret Stores Brand Management, Inc. (n)
|
|
Delaware
|
Bath & Body Works, LLC (o)
|
|
Delaware
|
Bath & Body Works Brand Management, Inc. (p)
|
|
Delaware
|
beautyAvenues, LLC (q)
|
|
Delaware
|
Intimate Brands, Inc. (r)
|
|
Delaware
|
Intimate Brands Holding, LLC (s)
|
|
Delaware
|
La Senza Corporation (t)
|
|
Canada
|
Bath & Body Works (Canada) Corporation (u)
|
|
Canada
|
Victoria's Secret (Canada) Corporation (v)
|
|
Canada
|
Victoria's Secret UK Limited (w)
|
|
United Kingdom
|
Victoria's Secret Stores Puerto Rico, LLC (x)
|
|
Puerto Rico
|
(a)
|
The names of certain subsidiaries are omitted since such unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of
January 28, 2012
.
|
(b)
|
Bath & Body Works Direct, Inc., a Delaware corporation, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(c)
|
Limited Store Planning, Inc., a Delaware corporation and wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(d)
|
Henri Bendel, Inc., a Delaware corporation, is a wholly owned subsidiary of Limited Brands Store Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(e)
|
Mast Industries, Inc., a Delaware corporation, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(f)
|
Mast Industries (Far East) Limited, a Hong Kong corporation, is a wholly owned subsidiary of Limited (Overseas) Holdings LP, an Alberta corporation and majority owned by Limited (Overseas) Inc., a Delaware corporation and wholly owned of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(g)
|
Limited Logistics Services, Inc., a Delaware corporation, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(h)
|
Limited Brands Service Company, LLC (formerly Limited Service Corporation), a Delaware limited liability company, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(i)
|
Limited Technology Services, Inc., a Delaware corporation, is a wholly owned subsidiary of Limited Brands Service Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(j)
|
Limited Brands Store Operations, Inc., a Delaware corporation, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(k)
|
Limited Brands Direct Fulfillment, Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(l)
|
Victoria's Secret Direct Brand Management, LLC, a Delaware limited liability company, is a wholly owned subsidiary of Victoria's Secret Stores Brand Management, Inc., a Delaware Corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
|
(m)
|
Victoria's Secret Stores, LLC, a Delaware limited liability company, is a wholly owned subsidiary of Limited Brands Store Operations, Inc., a Delaware corporation and a wholly owned subsidiary Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(n)
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Victoria's Secret Stores Brand Management, Inc., a Delaware corporation, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(o)
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Bath & Body Works, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Limited Brands Store Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(p)
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Bath & Body Works Brand Management, Inc., a Delaware corporation, is a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(q)
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beautyAvenues, LLC (formerly beautyAvenues, Inc.), a Delaware limited liability company, is a wholly owned subsidiary of Mast Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(r)
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Intimate Brands, Inc., a Delaware corporation, is a wholly owned subsidiary of the registrant.
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(s)
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Intimate Brands Holding, LLC, a Delaware limited liability company is a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(t)
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La Senza Corporation, a Canadian corporation, is a wholly owned subsidiary of Limited Brands Canada, a Nova Scotia corporation and a wholly owned subsidiary of Canada Brands Finance LP, an Alberta Limited Partnership and a majority owned subsidiary of Luxembourg (Overseas) Holdings S.a.r.l, a Luxembourg corporation and a wholly owned subsidiary of Limited (Overseas) Holdings LP, an Alberta corporation and majority owned by Limited (Overseas) Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(u)
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Bath & Body Works (Canada) Corporation, a Nova Scotia corporation and a wholly-owned subsidiary of Limited Brands International S.a.r.l, a Luxembourg corporation and a wholly-owned subsidiary of Limited (Overseas) Holdings LP, an Alberta corporation and majority owned by Limited (Overseas) Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the registrant.
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(v)
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Victoria's Secret (Canada) Corporation, a Nova Scotia corporation and a wholly-owned subsidiary of Victoria's Secret International S.a.r.l, a Luxembourg corporation and a wholly-owned subsidiary of Limited (Overseas) Holdings LP, an Alberta corporation and majority owned by Limited (Overseas) Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc, a Delaware corporation and a wholly owned subsidiary of the registrant.
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(w)
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Victoria's Secret UK Limited, a United Kingdom limited company and a wholly-owned subsidiary of Luxembourg (Overseas) Holdings S.a.r.l, a Luxembourg corporation and a wholly-owned subsidiary of Limited (Overseas) Holdings LP, an Alberta corporation and majority owned by Limited (Overseas) Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc, a Delaware corporation and a wholly owned subsidiary of the registrant.
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(x)
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Victoria's Secret Stores Puerto Rico, LLC, a Puerto Rico limited liability company and a wholly-owned subsidiary of Luxembourg (Overseas) Holdings S.a.r.l, a Luxembourg corporation and a wholly-owned subsidiary of Limited (Overseas) Holdings LP, an Alberta corporation and majority owned by Limited (Overseas) Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of Intimate Brands, Inc, a Delaware corporation and a wholly owned subsidiary of the registrant.
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/s/ LESLIE H. WEXNER
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Leslie H. Wexner
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/s/ DENNIS S. HERSCH
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Dennis S. Hersch
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/s/ JAMES L. HESKETT
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James L. Heskett
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/s/ DONNA A. JAMES
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Donna A. James
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/s/ DAVID T. KOLLAT
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David T. Kollat
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/s/ WILLIAM R. LOOMIS, JR.
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William R. Loomis, Jr.
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/s/ JEFFREY H. MIRO
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Jeffrey H. Miro
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/s/ ALLAN R. TESSLER
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Allan R. Tessler
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/s/ ABIGAIL S. WEXNER
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Abigail S. Wexner
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/s/ RAYMOND ZIMMERMAN
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Raymond Zimmerman
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1.
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I have reviewed this annual report on Form 10-K of Limited Brands, Inc.;
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2.
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Based on my knowledge, this 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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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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
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(d)
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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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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 the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ LESLIE H. WEXNER
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Leslie H. Wexner
Chairman and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Limited Brands, Inc.;
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2.
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Based on my knowledge, this 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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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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
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(d)
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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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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 the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ STUART B. BURGDOERFER
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Stuart B. Burgdoerfer
Executive Vice President and
Chief Financial Officer
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(i)
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the Annual Report of the Company on Form 10-K dated
March 23, 2012
for the fiscal year ended
January 28, 2012
(the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
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the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ LESLIE H. WEXNER
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Leslie H. Wexner
Chairman and Chief Executive Officer
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/s/ STUART B. BURGDOERFER
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Stuart B. Burgdoerfer
Executive Vice President and
Chief Financial Officer
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